CryoLife, Inc. Changes its State of Incorporation from the State of Florida to the State of Delaware
January 04, 2022 at 03:58 pm EST
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On January 1, 2022, CryoLife, Inc. (the Company') changed its state of incorporation from the State of Florida to the State of Delaware (the Reincorporation') pursuant to a plan of conversion effective January 1, 2022 (the Plan of Conversion'). The Reincorporation, including the Plan of Conversion, was submitted to a vote of, and approved by, the Company's stockholders at a special meeting of the stockholders of the Company held on November 16, 2021, as set forth in the Company definitive proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on October 7, 2021 (the Definitive Proxy Statement'). The Reincorporation was accomplished by filing: (i) Articles of Conversion with the Department of State of the State of Florida (the Florida Articles of Conversion'); (ii) a Certificate of Conversion with the Secretary of State of the State of Delaware (the Delaware Certificate of Conversion'); and (iii) a Certificate of Incorporation with the Secretary of State of the State of Delaware (the Delaware Certificate of Incorporation').
In connection with the Reincorporation, the Company's Board of Directors adopted new bylaws in the form attached to the Plan of Conversion, which are as were set forth in the Definitive Proxy Statement (the Delaware Bylaws'). Upon the effectiveness of the Reincorporation on January 1, 2022: The Company's affairs ceased to be governed by the Florida Business Corporation Act and the Company's Florida articles of incorporation and bylaws, in each case as in effect immediately prior to the Reincorporation, and the Company's affairs became governed by the Delaware General Corporation Law, the Delaware Certificate of Incorporation, and the Delaware Bylaws; The resulting Delaware corporation (CryoLife-Delaware') (i) is deemed to be the same entity as the Company as incorporated in Florida (CryoLife-Florida') for all purposes under Florida and Delaware law, (ii) continues to have all of the rights, privileges, and powers of CryoLife-Florida, (iii) continues to possess all of the properties of CryoLife-Florida, and (iv) continues to have all of the debts, liabilities, and duties of CryoLife-Florida; Each (i) issued and outstanding share of common stock of CryoLife-Florida automatically became an issued and outstanding share of common stock of CryoLife-Delaware, (ii) option exercisable for common stock of CryoLife-Florida automatically became an equivalent option exercisable for shares of common stock of CryoLife-Delaware, (iii) warrant or other right to acquire shares of common stock CryoLife-Florida automatically became an equivalent warrant or other right to acquire shares of common stock of CryoLife-Delaware, and (iv) outstanding certificate representing shares of CryoLife-Florida common stock shall be deemed an equivalent certificate representing shares of CryoLife-Delaware common stock; All employee benefit and incentive plans of CryoLife-Florida continue to be employee benefit and incentive plans of CryoLife-Delaware; and Each director and officer of CryoLife-Florida continues to hold his or her respective office with CryoLife-Delaware.
Artivion, Inc. is a medical device company engaged in the manufacturing, processing, and distribution of medical devices and implantable human tissues used in cardiac and vascular surgical procedures for patients with aortic disease, heart valve disease, aortic aneurysms, and dissections. The Company's segments include Medical Devices and Preservation Services. The Medical Devices segment includes sales of aortic stent grafts, surgical sealants, and On-X. The Preservation Services segment includes services for the preservation of cardiac and vascular implantable human tissues. It has four product families: aortic stent grafts, surgical sealants, On-X mechanical heart valves and related surgical products, and implantable cardiac and vascular human tissues. Aortic stent grafts include aortic arch stent grafts, abdominal stent grafts, and synthetic vascular grafts. Surgical sealants include BioGlue Surgical Adhesive products. It also sells or distributes PhotoFix bovine surgical patches.