SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

        October 15, 2009  Mail Stop 4631  Mr. Larry G. Stambaugh Chief Executive Officer    Cryoport, Inc.  20382 Barents Sea Circle Lake Forest, California 92630
Re: Cryoport, Inc.  Registration Statement on Form S-1
 Filed on October 6, 2009
 File No.: 333-162350

Dear Mr. Stambaugh:
  We have limited our review of your filing to  those issues we have addressed in our
comments.  Where indicated, we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comments are
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.  After reviewing this information we may raise additional comments.
  Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.  General

1. We note that on the facing page of the regi stration statement, you have checked the box
indicating that you plan to offe r some of the securities on a delayed basis under Rule 415.
Please advise, since you have only reflected the shares being offered in the firm
commitment underwritten offering in the regist ration statement fee table and prospectus.

Mr. Larry G. Stambaugh
Cryoport, Inc
October 15, 2009 Page 2 of 3
2. Please file the legal opinion required by Item 601( b) (5) (i) of Regulation S-K.  Note that
we may have comments on the opinion.
  Common Stock Purchase Option, page 57

3. We note your disclosure on page 57 that the common stock purchase option and its
underlying securities have been registered in the registration statement. However this is not reflected in the registration statement fee tabl e or elsewhere in the prospectus. In addition,
we note that you refer to an agreement to sell Rodman & Renshaw a warrant elsewhere in the prospectus.  We assume this is the same as the option you refer to  here.  Please advise
and reconcile inconsistent disc losures in your prospectus.

 As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of  the amendment to exped ite our review.  Please
furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides
any requested information.  Detailed cover letter s greatly facilitate our review.  Please understand
that we may have additional comments after reviewing your amendment 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 al l information 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 a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.   Notwithstanding our comments, in the even t 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 pursua nt 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 comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Mr. Larry G. Stambaugh
Cryoport, Inc October 15, 2009 Page 3 of 3
In addition, please be advised th at the Division of Enforcement 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 confirmation of the f act that those requesting accelera tion are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they
relate to the proposed public offeri ng of the securities sp ecified in the above registration statement.
We will act on the request and, pursuant to delegate d authority, grant acceleration of the effective
date.   We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request as least two business days in advance of the requested effective date.   If you have any questions, please contact Erro l Sanderson, Financial Analyst, at (202) 551-
3746, or the undersigned at (202) 551-3765.          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: Gregory Sichenzia, Esq.  Sichenzia Ross Friedman Ference LLP  61 Broadway  New York, New York, 10006