SEC Company Response from Cryoport, (CYRX) — Jul 31, 2008
Cryoport, Inc.
Date: July 31, 2008 · CIK: 0001124524 · Accession: 0001019687-08-003326
AI Filing Summary & Sentiment
File numbers found in text: 333-152329
Referenced dates: January 14, 2008
Letter
Securities and Exchange Commission Attention: Re: Cryoport, Inc. (the “Company”) Registration Statement on Form S-1 File No. 333-152329 (the “Registration Statement”)
Dear Ms. Miller:
By letter dated January 14, 2008, the staff of the Securities and Exchange Commission (the “Staff”) issued comments on the Registration Statement that was filed on July 14, 2008. Following are the Company’s responses to the Staff’s comments. For ease of reference, each response is preceded by the Staff’s comment.
Security Ownership of Certain Beneficial Owners and Management, page
1.
The information included in the security ownership table on page 38 is dated as of June 27, 2008. However, the information in the table does not reconcile with security ownership disclosure that is included in your Form 10-K, which is also dated as of June 27, 2008. For example, the security ownership of BridgePointe Master Fund and Enable Growth Partners has been omitted from this discussion in the registration statement. However, the disclosure is included in the Form 10-K. Please reconcile and update the disclosure. In the column reflecting the percentage of shares beneficially owned, please provide the percentage without regard to any conversion caps.
The Company advises the Staff that the information in the Company’s Annual Report on Form 10-K (the “Form 10-K”) speaks as of March 31, 2008, as stated in the introductory paragraph to the principal stockholder table. Therefore, there is no inconsistency between the Form 10-K and the Registration Statement, as subsequent transaction have changed shareholdings (as explained in the response to the next comment). The financing documents that gave rise to the beneficial ownership of Company stock by Master Fund (“BridgePointe”) include restrictions on the number of shares that may be owned by these entities that have been recognized for many years as effective caps on percentage beneficial ownership. See e.g. Global Intellicom, Inc. v. Thomson Kernaghan et. al., Fed. Sec. L. Rep. (CCH) ¶90,534 (U.S.D.Ct S.D.N.Y 1999). As a result, no revisions are required to be made to the Registration Statement in response to this comment.
Selling Stocksholders , page 40
2.
Please reconcile the 11,771,704 shares held by BridgePointe Master Fund as shown in the security ownership table on page 40 with the 5,215,496 shares held by it as disclosed in the Form 10-K.
As set forth in the response to the previous comment, the Form 10-K speaks as of March 31, 2008. The Company and BridgePoint have since engaged in previously disclosed securities transactions that have changed BridgePointe’s ownership of Company stock. As a result, no revisions are required to be made to the Registration Statement in response to this comment.
The Company is supplementally submitting to the Staff Annex A that sets forth securities transactions involving BridgePoint since March 31, 2008.
Please contact the undersigned at 212-981-6766 with any questions or comments you may have with respect to the foregoing.
Very truly yours,
/s/ Louis A. Brilleman
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CORRESP
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cryoport_corresp-073008.htm
SICHENZIA
ROSS FRIEDMAN FERENCE LLP
61
BROADWAY, NEW YORK NY 10006
TEL 212
930 9700 FAX 212 930
9725 WEB WWW. SRFF.COM
July 30,
2008
BY
EDGAR AND
FACSIMILE
TRANSMISSION 202-772-9369
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549
Attention:
Dorine
H. Miller
Mail
Stop 7010
Re:
Cryoport,
Inc. (the “Company”)
Registration
Statement on Form S-1
File No. 333-152329 (the “Registration
Statement”)
Dear Ms.
Miller:
By letter
dated January 14, 2008, the staff of the Securities and Exchange Commission (the
“Staff”) issued comments on the Registration Statement that was filed on July
14, 2008. Following are the Company’s responses to the Staff’s
comments. For ease of reference, each response is preceded by the
Staff’s comment.
Security Ownership of
Certain Beneficial Owners and Management, page
38
1.
The
information included in the security ownership table on page 38 is dated
as of June 27, 2008. However, the information in the table does not
reconcile with security ownership disclosure that is included in your Form
10-K, which is also dated as of June 27, 2008. For example, the
security ownership of BridgePointe Master Fund and Enable Growth Partners
has been omitted from this discussion in the registration
statement. However, the disclosure is included in the Form
10-K. Please reconcile and update the disclosure. In the column reflecting
the percentage of shares beneficially owned, please provide the percentage
without regard to any conversion
caps.
The
Company advises the Staff that the information in the Company’s Annual Report on
Form 10-K (the “Form 10-K”) speaks as of March 31, 2008, as stated in the
introductory paragraph to the principal stockholder table. Therefore,
there is no inconsistency between the Form 10-K and the Registration Statement,
as subsequent transaction have changed shareholdings (as explained in the
response to the next comment). The financing documents that gave rise
to the beneficial ownership of Company stock by Master Fund (“BridgePointe”)
include restrictions on the number of shares that may be owned by these entities
that have been recognized for many years as effective caps on percentage
beneficial ownership. See e.g. Global Intellicom,
Inc. v. Thomson
Kernaghan et. al., Fed. Sec. L. Rep. (CCH) ¶90,534 (U.S.D.Ct S.D.N.Y
1999). As a result, no revisions are required to be made to the
Registration Statement in response to this comment.
Selling Stocksholders
, page 40
2.
Please
reconcile the 11,771,704 shares held by BridgePointe Master Fund as shown
in the security ownership table on page 40 with the 5,215,496 shares held
by it as disclosed in the Form
10-K.
As set
forth in the response to the previous comment, the Form 10-K speaks as of March
31, 2008. The Company and BridgePoint have since engaged in
previously disclosed securities transactions that have changed BridgePointe’s
ownership of Company stock. As a result, no revisions are required to
be made to the Registration Statement in response to this comment.
The
Company is supplementally submitting to the Staff Annex A that sets forth
securities transactions involving BridgePoint since March 31, 2008.
Please
contact the undersigned at 212-981-6766 with any questions or comments you may
have with respect to the foregoing.
Very truly yours,
/s/ Louis A. Brilleman
2
Annex
A
CryoPort,
Inc.
Capitalization
Table of Issued and Beneficial Shares
BridgePointe
Master Fund updated through June 30, 2008
Shares
Held
Warrants
Conv.
Debt
Combined
(Per
Transfer Agent Report)
BridgePointe
Master Fund Ltd.
3/31/2008
166,479
3,151,259
1,897,758
5,215,496
Sale
of shares held
(166,479
)
(166,479
)
Issue
additional warrants for 4-30-08 amendment of October 2007 Convertible
Debenture
4/30/2008
2,976,190
2,976,190
Issue
additional warrants for May 30, 2008 Convertible
Debenture
4/30/2008
2,258,402
2,258,402
Additional
Beneficial shares for Principal conversion of May 30, 2008 Convertible
Debenture
5/30/2008
1,488,095
1,488,095
BridgePointe
Master Fund Ltd.
6/30/2008
-
8,385,851
3,385,853
11,771,704
**
Ownership of shares is limited to 4.9% per Covertible Debenture
Agreements.
3