SEC Company Response from Cryoport, Inc. (CYRX) (CIK 0001124524) (CYRX) — Sep 22, 2017
Cryoport, Inc. (CYRX) (CIK 0001124524)
Date: Sept. 22, 2017 · CIK: 0001124524 · Accession: 0001144204-17-049142
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-203006, 333-212364
Referenced dates: September 18, 2017
Letter
VIA EDGAR Office of Transportation and Leisure Division of Corporation Finance United States Securities and Exchange Commission Re: Cryoport, Inc. Post-Effective Amendment to Form S-1 on Form S-3 Filed August 31, 2017 File No. 333-203006
Dear Ms. Nicholson:
Cryoport, Inc. (the “Company”) is submitting this letter in response to the written comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated September 18, 2017, with respect to the Company’s Post-Effective Amendment No. 3 to Form S-1 on Form S-3 filed with the Commission on August 31, 2017 (File No. 333-203006) (as amended, the “Registration Statement”). Capitalized terms used and not defined herein have the meanings given in the Registration Statement.
Set forth below is the heading and text of the Staff’s comment followed by the Company’s response:
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 securities from that offering.
Response:
The Company respectfully acknowledges the Staff’s comment and has added the requested clarifying disclosure to the explanatory note of Post-Effective Amendment No. 4 to the Registration Statement.
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).
Response:
The Company advises the Staff that on September 21, 2017, the Company entered into a letter agreement with Feltl and Company, Inc. (“Feltl”) pursuant to which the parties agreed to terminate the solicitation agent agreement between the Company and Feltl, dated August 28, 2017. Accordingly, Feltl will not act as the solicitation agent for the Registered Warrants and, therefore, will not solicit beneficial owners of the Registered Warrants to exercise their Registered Warrants. The Company confirms to the Staff that it does not intend to engage any other third parties to serve as the solicitation agent for the Registered Warrants. The Company further notes to the Staff that it has removed all references to Feltl or the solicitation agent in Post-Effective Amendment No. 4 to the Registration Statement.
* * *
If you have any additional questions or comments, please feel free to contact or our outside counsel, Anthony Ippolito of Snell & Wilmer L.L.P., at (714) 427-7409 (email: tippolito@swlaw.com), with any questions.
Very truly yours,
/s/ Robert Stefanovich
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CORRESP
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Cryoport, Inc.
17305 Daimler St.
Irvine, CA 92614
September 22, 2017
VIA EDGAR
Ms. Laura Nicholson, Special Counsel
Office of Transportation and Leisure
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628
Re: Cryoport, Inc.
Post-Effective Amendment to Form S-1 on Form S-3
Filed August 31, 2017
File No. 333-203006
Dear Ms. Nicholson:
Cryoport, Inc.
(the “Company”) is submitting this letter in response to the written comment of the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”), dated September
18, 2017, with respect to the Company’s Post-Effective Amendment No. 3 to Form S-1 on Form S-3 filed with
the Commission on August 31, 2017 (File No. 333-203006) (as amended, the “Registration
Statement”). Capitalized terms used and not defined herein have the meanings given in the Registration
Statement.
Set forth below is the heading and text
of the Staff’s comment followed by the Company’s response:
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 securities from that offering.
Response:
The Company respectfully acknowledges the
Staff’s comment and has added the requested clarifying disclosure to the explanatory note of Post-Effective Amendment No.
4 to the Registration Statement.
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).
Response:
The Company advises the Staff that on September
21, 2017, the Company entered into a letter agreement with Feltl and Company, Inc. (“Feltl”) pursuant to which the
parties agreed to terminate the solicitation agent agreement between the Company and Feltl, dated August 28, 2017. Accordingly,
Feltl will not act as the solicitation agent for the Registered Warrants and, therefore, will not solicit beneficial owners of
the Registered Warrants to exercise their Registered Warrants. The Company confirms to the Staff that it does not intend to engage
any other third parties to serve as the solicitation agent for the Registered Warrants. The Company further notes to the Staff that
it has removed all references to Feltl or the solicitation agent in Post-Effective Amendment No. 4 to the Registration Statement.
* * *
If you have any additional questions or
comments, please feel free to contact or our outside counsel, Anthony Ippolito of Snell & Wilmer L.L.P., at (714) 427-7409
(email: tippolito@swlaw.com), with any questions.
Very truly yours,
/s/ Robert Stefanovich
Robert Stefanovich
Chief Financial Officer
cc: Anthony Ippolito, Snell & Wilmer L.L.P.
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