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SEC Comment Letter for Cryoport, Inc. (CYRX) (CIK 0001124524) (CYRX) — Aug 29, 2014

Cryoport, Inc. (CYRX) (CIK 0001124524)
Date: Aug. 29, 2014 · CIK: 0001124524 · Accession: 0000000000-14-043690

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Reasoning

File numbers found in text: 333-180326

Date
August 29, 2014
Author
/s/ Jay Ingram
Form
UPLOAD
Company
Cryoport, Inc. (CYRX) (CIK 0001124524)

Letter

August 29, 2014 Via E -mail Robert Stefanovich Chief Financial Officer Cryoport, Inc. 20382 Barents Sea Circle Lake Forest, CA 92630

Re: Cryoport, Inc. Post-effective amendment to Form S-1 Filed August 18, 2014 File No. 333-180326

Dear Mr. Stefanovich :

We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, ple ase tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.

General

1. We note that your registration statement File No. 333-180326 was declared effective on June 21, 2012 and served as a post -effective amendment to File No. 333 -170027 and File No. 333 - 173263. That registration statement included your audited financial statements fo r the year ended March 31, 2012 a nd should have been updated pursuant to Section 10(a)(3) on or before July 31, 2013. Please tell us whether you made offers and sales during the period in which your audited financial statements were not current. If yes, please provide us with a legal analysis of your compliance with Section 5 of the Securities Act.

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 the information the Securities Act of 193 3 and all applicable Securities Act rules require. 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 disclosures they have made.

Robert Stefanovich Cryoport, Inc. August 29, 2014 Page 2

Notwithstandin g our comments, before we can declare the amended registration statement effective, the company should provide us with a letter, 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 comments and 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.

Please contact Asia Timmons -Pierce, Staff Attorney, at (202) 551 -3754 or me at (202) 551-3397 with any other questions.

Sincerely,
/s/ Jay Ingram

Show Raw Text
August 29, 2014

Via E -mail
Robert Stefanovich
Chief Financial Officer
Cryoport, Inc.
20382 Barents Sea Circle
Lake Forest, CA 92630

Re: Cryoport, Inc.
 Post-effective amendment to Form  S-1
Filed  August 18, 2014
 File No.  333-180326

Dear Mr. Stefanovich :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, ple ase tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note that your registration  statement File No. 333-180326 was declared effective on June
21, 2012 and served as a post -effective amendment to File No. 333 -170027 and File No. 333 -
173263.   That registration statement included your audited financial statements fo r the year
ended March 31, 2012 a nd should  have been updated pursuant to Section 10(a)(3) on or
before July 31, 2013.  Please tell us whether you made offers and sales during the period in
which your audited financial statements were not current.   If yes, please provide us with a
legal analysis of  your compliance with Section 5 of the Securities Act.

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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 disclosures they have made.

Robert Stefanovich
Cryoport, Inc.
August 29, 2014
Page 2

 Notwithstandin g our comments, before we can declare the amended registration
statement effective, the company should provide us with a letter, 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 comments and 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.

Please contact Asia Timmons -Pierce, Staff Attorney,  at (202) 551 -3754 or me at (202)
551-3397  with any other questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief

cc: Tony Ippolito ( via e -mail)
      Snell & Wilmer L.L.P.