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Published on August 18, 2008
SICHENZIA
ROSS FRIEDMAN FERENCE LLP
61
BROADWAY, NEW YORK NY 10006
TEL 212
930 9700 FAX 212 930
9725 WEB WWW. SRFF.COM
August
12, 2008
BY
EDGAR AND
FACSIMILE
TRANSMISSION 202-772-9369
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549
Attention: Brigitte
Lippmann, Esq.
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 August 7, 2008, the staff of the Securities and Exchange Commission (the
“Staff”) issued a response letter to our letter dated July 30, 2008 regarding
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.
|
We
note your response to comment 1 in our letter dated July 28, 2008, in
which you state that the information in the Form 10-K speaks as of March
31, 2008. However, under “Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters,” in both
the company’s Form 10-K and Form 10-K/A, the company states that “the
following table sets forth information with respect to the beneficial
ownership of the Company’s common stock as of June 27, 2008.
Please
advise.
|
The
Company advises the Staff that the introductory paragraph to the principal
stockholder table in the Company’s Annual Report on Form 10-K/A contained a
typographical error in that the date of June 27, 2008 should have stated March
31, 2008.
|
|
2.
|
As
previously requested in comment 1 in our letter dated July 28, 2008,
please include in the table the security ownership of Bridge Pointe Master
Fund, Enable Growth Partners, and any other 5% or greater
shareholder without regard to any conversion caps. We would not object if
you disclose the conversion cap information in the footnotes to the table.
Please make similar revisions in the table under the Selling Stockholders
section.
|
The
Company has made revisions in accordance with the Staff’s
comment. See pages 38 and 40 of the Registration
Statement.
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 |