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filename1.htm

    cryoport_corr-011110.htm

      Snell
& Wilmer L.L.P.

      600 Anton
Boulevard

       Suite
1400

      Costa
Mesa, California 92626-7689

      TELEPHONE:
(714) 427-7000

      FACSIMILE:
(714) 427-7799

              Mark
      R. Ziebell

              714.427.7402

              mziebell@swlaw.com

              January
      12, 2010

    Via Federal
Express

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F.
Street, N.E.

    Washington,
D.C. 20549-7010

    Mail Stop
4631

    Attn.:
Pamela A. Long, Assistant Director

              RE:

              CryoPort,
      Inc.

              Registration
      Statement on Form S-1

              Filed
      on October 6, 2009

              File
      No.:  333-162350

    Dear Ms.
Long:

    On behalf of our client, CryoPort, Inc.
(the “Company”), we are responding to the comments of the Staff of the
Securities and Exchange Commission (the “Commission”) as set forth in your
letter dated October 15, 2009 to Larry G. Stambaugh, Chief Executive Officer of
the Company, with respect to the Company’s Registration Statement on Form S-1
(the “Registration Statement”) which was filed with the Commission on October 6,
2009.  We are enclosing Pre-Effective Amendment No. 1 to the
Registration Statement on Form S-1 filed as of January 12, 2010 (the “Amended
Registration Statement”).  We are including with the hard copy of this
letter a pdf file marked to show changes from the Registration
Statement.  For your convenience, the Commission’s comments have been
repeated herein in bold, with the Company’s response immediately following each
of the Commission’s comments.  All page numbers refer to the Edgar
version of the Amended Registration Statement.

    General

    1.           We
note that on the facing page of the registration statement, you have checked the
box indicating that you plan to offer some of the securities on a delayed basis
under Rule 415.  Please advise, since you have only reflected the
shares being offered in the firm commitment underwritten offering in the
registration statement fee table and prospectus.

    The
Company notes the Commission’s comment and advises the Commission that the
securities that the Company plans to offer on a delayed basis under Rule 415 are
the shares of the Company’s common stock that are issuable upon exercise of the
warrants included in the units.  Please refer to the fourth line of
the “Calculation of Registration Fee” table for the Registration Statement,
wherein the Company had included 2,395,833 shares of common stock underlying the
warrants with a proposed maximum offering price of $12,650,000. Due to an
increase in the offering as part of the Amended Registration Statements, the
foregoing amounts have been updated in the table contained in the Amended
Registration Statement.

    2.           Please
file the legal opinion required by Item 601(b)(5)(i) of Regulation
S-K.  Note that we may have comments on the opinion.

    The Company notes the Commission’s
comment and advises that the legal opinion required by Item 601(b)(5)(i) of
Regulation S-K has been included as Exhibit 5.1 to the Amended Registration
Statement.

    January 12, 2010

    Page 2

    Common Stock Purchase
Option, page 57

    3.           We
note your disclosure on page 57 that the common stock purchase option and its
underlying securities have been registered in the registration
statement.  However, this is not reflected in the registration
statement fee table or elsewhere in the prospectus.  In addition, we
note that you refer to an agreement to sell Rodman & Renshaw a warrant
elsewhere in the prospectus.  We assume this is the same as the option
you refer to here.  Please advise and reconcile inconsistent
disclosures in your prospectus.

    The Company notes the Commission’s
comment and has revised its disclosure on page 66 of the Amended Registration
Statement (formerly page 57 of the Registration Statement) to recharacterize the
option as a warrant, consistent with the Company’s disclosures elsewhere in the
Amended Registration Statement and also to delete the statement that the warrant
and the shares of common stock underlying the warrant have been registered in
the registration statement.

    If you
have any questions regarding the Amended Registration Statement or the above,
please do not hesitate to give me a call at (714) 427-7402.

    Very
truly yours,

    Snell
& Wilmer

    /s/
Mark R.
Ziebell

    Mark
R. Ziebell

    cc:           Larry
G. Stambaugh

    Gregory Sichenzia, Esq.