SEC Company Response from Cryoport, Inc. (CYRX) (CIK 0001124524) (CYRX) — Feb 9, 2010
Cryoport, Inc. (CYRX) (CIK 0001124524)
Date: Feb. 9, 2010 · CIK: 0001124524 · Accession: 0001193125-10-025954
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-162350
Referenced dates: February 5, 2010
Letter
Division of Corporation Finance Securities and Exchange Commission Amendment No. 4 To Registration Statement on Form S-1 Filed on February 2, 2010 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 February 5, 2010 to Larry G. Stambaugh, Chief Executive Officer of the Company, with respect to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (the “Registration Statement”) which was filed with the Commission on February 2, 2010. We are enclosing Pre-Effective Amendment No. 5 to the Registration Statement on Form S-1 filed as of February 9, 2010 (the “Amended 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.
Prospectus Cover Page
1. Please revise your prospectus cover page to state a definitive number of units you are offering. You may provide your good faith estimate of the price per unit prior to effectiveness, which may be given as a price range. You may also increase
February 9, 2010
Page 2 of 2
the size of the offering after effectiveness by filing a new registration statement for an additional dollar amount of securities. This registration statement may become effective automatically when filed if it meets the requirements of Rule 462(b). You may also adjust the size of your offering after effectiveness as permitted by instruction to paragraph (a) to Rule 430A. Please also see our Securities Act Rules C&DIs at paragraphs 240.01, 640.04 and 604.05 for information about changes in the size of an offering. However, your prospectus should state a certain number of units to be offered at the time the registration statement is declared effective.
The Company notes the Commission’s comment and advises the Commission that the cover page of the prospectus has been revised to state a definitive number of units being offered based upon the Company’s good faith estimate of the offering price per unit.
Legal Opinion
2. Please also ensure that the legal opinion filed as Exhibit 5.1 correctly states the specific number of units that being offered, and as to which counsel is giving its opinion.
The Company notes the Commission’s comment and has revised Exhibit 5.1 to state the specific number of units being offered, and has refilled the revised Exhibit 5.1.
Please be advised that the Amended Registration Statement has also been revised to note that the Company effected a 10-to-1 reverse stock split on February 5, 2010.
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
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CORRESP 1 filename1.htm SEC Response letter 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 February 9, 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. Amendment No. 4 To Registration Statement on Form S-1 Filed on February 2, 2010 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 February 5, 2010 to Larry G. Stambaugh, Chief Executive Officer of the Company, with respect to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (the “Registration Statement”) which was filed with the Commission on February 2, 2010. We are enclosing Pre-Effective Amendment No. 5 to the Registration Statement on Form S-1 filed as of February 9, 2010 (the “Amended 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. Prospectus Cover Page 1. Please revise your prospectus cover page to state a definitive number of units you are offering. You may provide your good faith estimate of the price per unit prior to effectiveness, which may be given as a price range. You may also increase February 9, 2010 Page 2 of 2 the size of the offering after effectiveness by filing a new registration statement for an additional dollar amount of securities. This registration statement may become effective automatically when filed if it meets the requirements of Rule 462(b). You may also adjust the size of your offering after effectiveness as permitted by instruction to paragraph (a) to Rule 430A. Please also see our Securities Act Rules C&DIs at paragraphs 240.01, 640.04 and 604.05 for information about changes in the size of an offering. However, your prospectus should state a certain number of units to be offered at the time the registration statement is declared effective. The Company notes the Commission’s comment and advises the Commission that the cover page of the prospectus has been revised to state a definitive number of units being offered based upon the Company’s good faith estimate of the offering price per unit. Legal Opinion 2. Please also ensure that the legal opinion filed as Exhibit 5.1 correctly states the specific number of units that being offered, and as to which counsel is giving its opinion. The Company notes the Commission’s comment and has revised Exhibit 5.1 to state the specific number of units being offered, and has refilled the revised Exhibit 5.1. Please be advised that the Amended Registration Statement has also been revised to note that the Company effected a 10-to-1 reverse stock split on February 5, 2010. 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 cc: Larry G. Stambaugh Gregory Sichenzia, Esq.