SecProbe.io

April 8, 2015

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

 Re: Cryoport , Inc.
  Registration Statement on Form S-1
  Filed March 25, 2015
  File No. 333 -203006

Dear Mr. Stefanovich :

 We have limited our review of your registration statement to those issues we have
addressed in our 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, please 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.

Calculation of Registration Fee,  page ii

1. We note from the disclosure in your legal opinion that you are registering the following
securities:
 Units (consisting of one s hare of common stock and one warrant to purchase one
share of common stock);
 Common stock included in the units;
 Warran ts included in t he unit s; and
 Common stock underlying the war rants included in the units.

Please revise your registration fee table to separately  list each of the securities being
registered.

Robert Stefanovich
Cryoport, Inc.
April 8, 2015
Page 2

 2. Please register all of the common stock underlying the warrant s included in your
underwriter’s overallotment.  The current amount registered with respect to this common
stock only corresponds to 5%, rather than 15%, of the offering of the $16,500,000 of
shares underlying the warrants.

Preliminary Prospectus, page iii

3. Please revise this page and your prospectus cover page to reflect that you are also
registering the units since the units constitute a separate security.  See Item 501(b)(2) of
Regulation S -K.

Executive Compensation, page 61

4. Please update your execu tive compensation disclosure to provide the information called
for by Item 402 of Regulation S -K for your fiscal year ended March 31, 2015.  For
guidance, please refer to Question 117.05 of our Regulation S -K Compliance and
Disclosure Interpretations.

Description of Securities, page 71

5. Please provide a description of the units in accordance with Item 202(d) of Regulation S -
K.

Legal Matters, page 80

6. Please revise your disclosure to state that Snell & Wilmer LLP has passed on the validity
of each of the s eparate securities covered by your registration statement.

Part II, Information Not Required in the Prospectus
Item 17. Undertakings

7. Please include the undertakings in Item 512(a)(6) of Regulation S -K.

Exhibit 5.1 – Legal Opinion

8. Please arrange for Snell & Wilmer LLP to opine on the legality of your units.

Closing

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 1933 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.
April 8, 2015
Page 3

 Notwithstanding o ur comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authori ty, 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 relie ve 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 an y person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmatio n
of the fact that those requesting acceleration 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 offering of the securities specified in the above  registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact David Korvin, Staff Attorney at 202 -551-3236 or me at 202 -551-3765
with any questi ons.

Sincerely,

        /s/ Pamela Long

        Pamela Long
Assistant Director

cc: Via E -mail
Tony Ippolito , Esq.
 Snell & Wilmer  LLP