SEC Comment Letter for Cryoport, Inc. (CYRX) (CIK 0001124524) (CYRX) — Jul 18, 2016
Cryoport, Inc. (CYRX) (CIK 0001124524)
Date: July 18, 2016 · CIK: 0001124524 · Accession: 0000000000-16-084753
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-212364
Letter
Mail Stop 4631 July 18, 2016 Via E -Mail Jerrell W. Shelton Chairman, President and Chief Executive Officer Cryoport, Inc. 17305 Daimler Street Irvine, CA 92614
Re: Cryoport, Inc. Registration Statement on Form S-1 Filed June 30, 2016 File No. 333-212364
Dear Mr. Shelton :
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 . If you do not believe our com ments 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, w e may have additional comments.
General
1. We note that this registration statement serves as a post -effective amendment to your Form S -1 (File No. 333 -180326), which was post-effectively amended on September 5, 2014 and declared effective on September 18 , 2014. That filing contained audited financial statements for the fiscal year ended March 31, 2014. Under Section 10(a)(3) of the Securities Act, “when a prospectus is used more than nine months after the effective date of the registration statement, th e [audited financial] information contained therein shall be as of a date not more than sixteen months prior to such use.” Please tell us whether you have made any offers and/or sales of your common stock using the prospectus contained in the referenced f iling from July 31, 2015 to June 30, 2016, during which time the audited financial statements in the prospectus were not current. If yes, please provide us with an analysis of your compliance with Section 5 of the Securities Act.
Jerrell W. Shelton Cryoport, Inc. July 18, 2016 Page 2
We urge all persons who a re 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.
Notwithstanding our comments, in the event you request acceleration of the effective date of the pending regis tration statement , please provide a written statement from the company 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 actio n 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 refer to Rules 460 and 461 regarding reques ts for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation 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 Sherry Haywood, Staff Attorney at (202) 551 -3345 or, in her absence, me at (202) 551 -3397 with any questions.
Sincerely,
/s/ Jay Ingram
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Mail Stop 4631 July 18, 2016 Via E -Mail Jerrell W. Shelton Chairman, President and Chief Executive Officer Cryoport, Inc. 17305 Daimler Street Irvine, CA 92614 Re: Cryoport, Inc. Registration Statement on Form S-1 Filed June 30, 2016 File No. 333-212364 Dear Mr. Shelton : 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 . If you do not believe our com ments 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, w e may have additional comments. General 1. We note that this registration statement serves as a post -effective amendment to your Form S -1 (File No. 333 -180326), which was post-effectively amended on September 5, 2014 and declared effective on September 18 , 2014. That filing contained audited financial statements for the fiscal year ended March 31, 2014. Under Section 10(a)(3) of the Securities Act, “when a prospectus is used more than nine months after the effective date of the registration statement, th e [audited financial] information contained therein shall be as of a date not more than sixteen months prior to such use.” Please tell us whether you have made any offers and/or sales of your common stock using the prospectus contained in the referenced f iling from July 31, 2015 to June 30, 2016, during which time the audited financial statements in the prospectus were not current. If yes, please provide us with an analysis of your compliance with Section 5 of the Securities Act. Jerrell W. Shelton Cryoport, Inc. July 18, 2016 Page 2 We urge all persons who a re 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. Notwithstanding our comments, in the event you request acceleration of the effective date of the pending regis tration statement , please provide a written statement from the company 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 actio n 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 refer to Rules 460 and 461 regarding reques ts for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation 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 Sherry Haywood, Staff Attorney at (202) 551 -3345 or, in her absence, me at (202) 551 -3397 with any questions. Sincerely, /s/ Jay Ingram Jay Ingram Legal Branch Chief Office of Manufacturing and Construction Cc: Via E -Mail Jerrell W. Shelton Cryoport, Inc. July 18, 2016 Page 3 Tony Ippolito, Esq.