SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

        February 5, 2010  Mail Stop 4631  Mr. Larry G. Stambaugh Chief Executive Officer    Cryoport, Inc.  20382 Barents Sea Circle Lake Forest, California 92630
Re: Cryoport, Inc.  Amendment No. 4
To Registration Statement on Form S-1
 Filed on February 2, 2010  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.
 Prospectus Cover Page

1. Please revise your prospectus cover page to state a definitive nu mber of units you are
offering.  You may provide your good faith es timate of the pri ce per unit prior to
effectiveness, which may be given as a price ra nge.  You may also increase the size of the
offering after effectiveness by filing a new re gistration statement for an additional dollar
amount of securities.  This registration statem ent may become effective automatically when
filed if it meets the requiremen ts of Rule 462(b).  You may al so adjust the size of your
offering after effectiveness as permitted by in struction to paragra ph (a) to Rule 430A.
Please also see our Securities Act Ru les C&DIs at paragraphs 240.01, 640.04 and 640.05
for information about changes in the size of an offering.  However, your prospectus should
state a certain number of units to be offered at  the time the registration statement is declared
effective.

Legal Opinion

Mr. Larry G. Stambaugh
Cryoport, Inc
February 5, 2010 Page 2 of 3
2. Please also ensure that the legal opinion filed as Exhibit 5.1 correctly states the specific
number of units that are being offered, and as to which counsel is giving its opinion.

 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.

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.

Mr. Larry G. Stambaugh
Cryoport, Inc February 5, 2010 Page 3 of 3  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 Dorine Miller, Financial An alyst, at (202) 551-
3711, 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
  Mark R. Ziebell, Esq.  Snell & Wilmer  600 Anton Blvd., Suite 1400  Costa Mesa, CA 92626