SEC Company Response from Cryoport, Inc. (CYRX) (CIK 0001124524) (CYRX) — Sep 15, 2014
Cryoport, Inc. (CYRX) (CIK 0001124524)
Date: Sept. 15, 2014 · CIK: 0001124524 · Accession: 0001144204-14-055996
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-170027, 333-173263, 333-180326
Referenced dates: August 29, 2014
Letter
Via EDGAR Division of Corporation Finance Securities and Exchange Commission Post-Effective Amendment No. 1 to Registration Statement on Form S-1 Filed August 18, 2014 File No. 333-180326
Dear Mr. Ingram:
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 August 29, 2014 to Robert Stefanovich, Chief Financial Officer of the Company, with respect to the Company’s Post-Effective Amendment No. 1 to Registration Statement on Form S-1, as filed with the Commission on August 18, 2014. The Company also filed today Post-Effective Amendment No. 2 to Form S-1, which has been revised to reflect the changes to the Company’s Board of Directors and committees as a result of the Company’s recent annual meeting of the stockholders. 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.
September 15, 2014
Page 2
General
1. We note that your registration statement File No. 333-180326 was declared effective on June 21, 2012 and served as a post-effective amendment to File No. 333-170027 and File No. 333-173263. That registration statement included your audited financial statements for the year ended March 31, 2012 and should have been updated pursuant to Section 10(a)(3) on or before July 31, 2013. Please tell us whether you made offers and sales during the period in which your audited financial statements were not current. If yes, please provide us with a legal analysis of your compliance with Section 5 of the Securities Act.
The Company’s Registration Statements on Form S-1 (File Nos. 333-173263, 333-170027, and 333-173263) relate solely to the resale of (i) outstanding shares of common stock held by stockholders of the Company (“Outstanding Common Shares”) and (ii) the resale of shares of common stock underlying warrants held by stockholders of the Company (“Warrant Shares”). According to the Company’s records, approximately 1,351,789 Outstanding Common Shares were offered and sold following July 31, 2013, the date after which the financial statements included in the Registration Statement’s prospectus ceased being current. The Company believes that these sales were proper, as such Outstanding Common Shares were eligible for unlimited public resale under Rule 144(b)(1)(i) of the Securities Act of 1933, as amended (the “Securities Act”), at the time they were resold by the selling stockholders, as such shares had been held for more than six months, none of the selling stockholders were, or within the three months prior to such sale were, affiliates of the Company and the current public information requirements of Rule 144(c) of the Securities Act had been satisfied. The Company has confirmed that no Warrant Shares were offered or sold following July 31, 2013.
If you have any questions regarding the above, please do not hesitate to give me a call at (714) 427-7409.
Very truly yours,
Snell & Wilmer
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Snell & Wilmer L.L.P.
600 Anton Boulevard, Suite 1400
Costa Mesa, California 92626-7689
TELEPHONE: (714) 427-7000
FACSIMILE: (714) 427-7799
Anthony J. Ippolito
(714) 427-7409
tippolito@swlaw.com
September 15, 2014
Via EDGAR
Division of Corporation
Finance
Securities and Exchange
Commission
100 F. Street, N.E.
Washington, D.C. 20549-7010
Attn.: Mr. Jay Ingram, Legal Branch Chief
RE: Cryoport, Inc.
Post-Effective
Amendment No. 1 to
Registration Statement on Form S-1
Filed August 18, 2014
File No. 333-180326
Dear Mr. Ingram:
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 August 29, 2014 to Robert Stefanovich, Chief
Financial Officer of the Company, with respect to the Company’s Post-Effective Amendment No. 1 to Registration Statement
on Form S-1, as filed with the Commission on August 18, 2014. The Company also filed today Post-Effective Amendment No. 2 to Form
S-1, which has been revised to reflect the changes to the Company’s Board of Directors and committees as a result of the
Company’s recent annual meeting of the stockholders. 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.
September 15, 2014
Page 2
General
1.
We note that your registration statement File No. 333-180326 was declared effective on June 21, 2012 and served as a post-effective
amendment to File No. 333-170027 and File No. 333-173263. That registration statement included your audited financial statements
for the year ended March 31, 2012 and should have been updated pursuant to Section 10(a)(3) on or before July 31, 2013. Please
tell us whether you made offers and sales during the period in which your audited financial statements were not current. If yes,
please provide us with a legal analysis of your compliance with Section 5 of the Securities Act.
The Company’s
Registration Statements on Form S-1 (File Nos. 333-173263, 333-170027, and 333-173263) relate solely to the resale of (i) outstanding
shares of common stock held by stockholders of the Company (“Outstanding Common Shares”) and (ii) the resale
of shares of common stock underlying warrants held by stockholders of the Company (“Warrant Shares”). According
to the Company’s records, approximately 1,351,789 Outstanding Common Shares were offered and sold following July 31, 2013,
the date after which the financial statements included in the Registration Statement’s prospectus ceased being current. The
Company believes that these sales were proper, as such Outstanding Common Shares were eligible for unlimited public resale under
Rule 144(b)(1)(i) of the Securities Act of 1933, as amended (the “Securities Act”), at the time they were resold
by the selling stockholders, as such shares had been held for more than six months, none of the selling stockholders were, or within
the three months prior to such sale were, affiliates of the Company and the current public information requirements of Rule 144(c)
of the Securities Act had been satisfied. The Company has confirmed that no Warrant Shares were offered or sold following July
31, 2013.
If you have any questions
regarding the above, please do not hesitate to give me a call at (714) 427-7409.
Very truly yours,
Snell & Wilmer
/s/ Anthony J. Ippolito
Anthony J. Ippolito
cc: Robert Stefanovich
Chief Financial Officer