SEC Comment Letter for Cryoport, Inc. (CYRX) (CIK 0001124524) (CYRX) — Aug 7, 2008
Cryoport, Inc. (CYRX) (CIK 0001124524)
Date: Aug. 7, 2008 · CIK: 0001124524 · Accession: 0000000000-08-039841
AI Filing Summary & Sentiment
File numbers found in text: 333-152329
Referenced dates: July 28, 2008
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
August 7, 2008
Mail Stop 7010
Via U.S. mail and facsimile
Mr. Peter Berry, Chief Executive Officer
CryoPort, Inc.
20382 Barents Sea Circle
Lake Forest, CA 92630
Re: CryoPort. Inc.
Supplemental Letter date d July 30, 2008 relating to
Registration Statement on Form S-1
File No.: 333-152329
Filed on: July 14, 2008
Dear Mr. Berry:
We have reviewed your supplemental lett er dated July 30, 2008 and we have the
following comments. Where indicated, we th ink you should revise your document in
response to these comments. If you disagree, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary. Please be as detailed as
necessary in your explanation.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Security Ownership of Certain Beneficial Owners and Management, page 38
1. We note your response to comment 1 in our letter dated July 28, 2008, in which
you state that the information in the Form 10-K speaks as of March 31, 2008.
However, under “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matt ers,” in both the company’s Form 10-
K and Form 10-K/A, the company states that “[t]he following table sets forth
information with respect to the benefi cial ownership of the Company’s common
stock as of
June 27, 2008 . . .” Please advise.
2. As previously requested in comment 1 in our letter dated July 28, 2008, please include in the table the s ecurity ownership of BridgePointe Master Fund, Enable
Mr. Peter Berry
CryoPort, Inc.
August 7, 2008 Page 2
Growth Partners, and any other 5% or gr eater shareholder without regard to any
conversion caps. We would not object if you disclose the conversion cap information in the footnotes to the table. Please make similar revisions in the
table under the Selling Stockholders section.
As appropriate, please amend your regist ration statement in response to these
comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosure they have made.
Notwithstanding our comments, in the ev en the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;
• the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and
• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
Mr. Peter Berry
CryoPort, Inc.
August 7, 2008 Page 3
securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement. Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
You may contact Dorine H. Miller, Fina ncial Analyst at (202) 551-3711 or, in her
absence, contact Brigitte Lippm ann, Attorney at (202) 551-3713.
S i n c e r e l y ,
Pamela A. Long
A s s i s t a n t D i r e c t o r
cc: Marc J. Ross, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, NY 10006