SEC Comment Letter for Cryoport, Inc. (CYRX) (CIK 0001124524) (CYRX) — Sep 19, 2017
Cryoport, Inc. (CYRX) (CIK 0001124524)
Date: Sept. 19, 2017 · CIK: 0001124524 · Accession: 0000000000-17-033117
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-203006
Letter
Mail Stop 3561 September 18, 2017 Robert Stefanovich Chief Financial Officer Cryoport, Inc. 17305 Daimler Street Irvine, CA 92614
Re: Cryoport, Inc. Post-Effective Amendment to Form S-1 on Form S -3 Filed August 31, 2017 File No. 333-203006
Dear Mr. Stefanovich :
We have reviewed your post-effective amendment 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 . If you do not believe our comments apply to your facts and circumstances or do not believe an amendme nt 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.
General
1. Please clarify in the explanatory note the relationship between this filing and the registration statement on Form S -1 (333 -212364) declared effective August 10, 2016. For example, please clarify in the explanatory note that you are continuing the registration of the offer and sale of the 1,640,401 shares of common stock issuable upon exercise of the remaining outstanding warrants pursuant to this post -effective amendment on Form S -3 (File No. 333 -203006) , and not pursuant to the registration statement on Form S -1 (333 -212364). Please also clarify in the explanatory note that the secondary offering included in the Form S -1 (333 -212364) declared effective August 10, 2016 has been terminated and you are concurrently filing a post -effective amendment to deregister unsold securitie s from that offering.
Robert Stefanovich Cryoport, Inc. September 18, 2017 Page 2
2. Please disclose on the prospectus cover and in Plan of Distribution that Feltl and Company, Inc., is an underwriter within the meaning of Securities Act Section 2(a)(11).
We remind you that the company and its management are respo nsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact J. Nolan McWilliams, Attorney -Advisor, at (202) 551 -3217 or me at (202) 551-3584 with any questions you may have .
Sincerely,
/s/ Laura Nicholson
Show Raw Text
Mail Stop 3561 September 18, 2017 Robert Stefanovich Chief Financial Officer Cryoport, Inc. 17305 Daimler Street Irvine, CA 92614 Re: Cryoport, Inc. Post-Effective Amendment to Form S-1 on Form S -3 Filed August 31, 2017 File No. 333-203006 Dear Mr. Stefanovich : We have reviewed your post-effective amendment 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 . If you do not believe our comments apply to your facts and circumstances or do not believe an amendme nt 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. General 1. Please clarify in the explanatory note the relationship between this filing and the registration statement on Form S -1 (333 -212364) declared effective August 10, 2016. For example, please clarify in the explanatory note that you are continuing the registration of the offer and sale of the 1,640,401 shares of common stock issuable upon exercise of the remaining outstanding warrants pursuant to this post -effective amendment on Form S -3 (File No. 333 -203006) , and not pursuant to the registration statement on Form S -1 (333 -212364). Please also clarify in the explanatory note that the secondary offering included in the Form S -1 (333 -212364) declared effective August 10, 2016 has been terminated and you are concurrently filing a post -effective amendment to deregister unsold securitie s from that offering. Robert Stefanovich Cryoport, Inc. September 18, 2017 Page 2 2. Please disclose on the prospectus cover and in Plan of Distribution that Feltl and Company, Inc., is an underwriter within the meaning of Securities Act Section 2(a)(11). We remind you that the company and its management are respo nsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact J. Nolan McWilliams, Attorney -Advisor, at (202) 551 -3217 or me at (202) 551-3584 with any questions you may have . Sincerely, /s/ Laura Nicholson Laura Nicholson Special Counsel Office of Transportation and Leisure cc: Anthony Ippolito, Esq. Snell & Wilmer LLP