CORRESP: A correspondence can be sent as a document with another submission type or can be sent as a separate submission.
Published on February 13, 2006
GARY
CURTIS CANNON
ATTORNEY
AT LAW
12341
Briardale Way
San
Diego, CA 92128-5212
______________________________________
Telephone
(858) 391-9083 Facsimile (858) 391-9084
email:
garycurtiscannon@lawyer.com
February
13, 2006
Jeffrey
Riedler
Assistant
Director
Division
of Corporate Finance
United
States Securities and Exchange Commission
Washington,
D.C. 20549
| Re: |
CryoPort,
Inc.
Form
10-SB, Amendment 2
Filed
January 26, 2006
File
No. 0-51578
|
Dear
Mr.
Riedler,
In
response to your comment letter dated February 9, 2006, I have been requested
by
Peter Berry, Chief Executive Officer and President of Cryoport, Inc. (the
“Company”), to respond on behalf of the Company to the SEC comments regarding
the Company’s Form 10-SB, Amendment 2 filing. It is CryoPort’s intent to file an
Amended Form 10-SB/A3 concurrently with the submission of this letter. To that
end, I have provided individual responses to the comments below. Concurrently
the Company will make the electronic filing of Form 10-SB/A3. The Company
responses are in bold type following the restatements of the SEC
comments/questions as follows:
FORM
10-SB
General
| 1. |
We
note the following:
|
| · |
Page
41 of the filing identifies Dante Panella as a 6.6%
shareholder;
|
| · |
According
to their website, First Capital Investors, Inc. claims your company
as a
client; and
|
| · |
Certain
of the press releases on First Capital’s website regarding Gateway
International Holdings, Inc. list Mr. Panella as a contact person
at First
Capital.
|
-1-
Based
on
Mr. Panella’s connections both to your company and to First Capital, please
provide us with an analysis as to whether any disclosure about transactions
with
First Capital is required pursuant to Item 404(a)(3) of Regulation S-B. Note
that Item 404 covers both proposed transactions and transactions that have
occurred during the past two years.
Mr.
Panella has been an independent investor of Cryoport, Inc. since October 2001.
As stated in the Company’s 10-SB/A2 filing: “In March 2005, the Company entered
into a Share Exchange Agreement with CryoPort Systems, Inc., a California
corporation, and its stockholders, pursuant to which the Company acquired all
of
the issued and outstanding shares of CryoPort Systems, Inc. in exchange for
24,108,105 shares of the Company’s common stock.” It was at this time that
CryoPort, Inc. enlisted the services of First Capital Investors, Inc. on a
fee
for service basis, at the recommendation of Mr. Panella as Cryoport’s Investor
Relations firm to facilitate the transition to a publicly traded company and
keep the Company’s investors informed of the steps required for conversion of
the shareholders former CryoPort Systems, Inc. certificates to CryoPort, Inc
certificates. Up to the time of receipt of your recent letter, the Company
was
not aware of any business relationship between Mr. Panella and First Capital
Investors. Our subsequent inquiries on this matter with Mr. Panella revealed
that he has no current or recent business dealings with First Capital Investors,
Inc. To further, evidence this, the most recent of the Gateway press releases
referencing Mr. Panella as a contact dates back to September 2004 and prior.
Mr.
Panella’s relationship with CryoPort, Inc. is as an independent shareholder and
he is not involved in the management of Cryoport, Inc.
Per
your letter and to further expand the Company’s disclosure in compliance with
Item 404(a)(3), the Company has revised the following statement in the Form
10-SB/A3 on page F-19, Note 9 - Common Stock:
“In
connection with the Share Exchange Agreement with CryoPort Systems, Inc. in
March 2005 (see Note 1), the Company issued 1,000,000 shares to Mr. Dante
Panella, a majority stockholder in exchange for Mr. Panella’s surrender of
1,354,891 shares of Cryoport Systems’ common stock.”
Additionally,
the Company has included the following additional information in the Form
10-SB/A3 on page 48, Item 7 - Related Parties:
“In
connection with the Share Exchange Agreement with CryoPort Systems, Inc. in
March 2005 (see Note 1), the Company issued 1,000,000 shares to Mr. Dante
Panella, a majority stockholder in exchange for Mr. Panella’s surrender of
1,354,891 shares of Cryoport Systems’ common stock. At the time of the Share
Exchange agreement, Mr. Panella held the position of President, CEO of GT-5
Limited. Pursuant to the Share Exchange Agreement, the Company’s then directors
and officers resigned, and the directors and officers of CryoPort Systems,
Inc.
were elected to fill the vacancies created by such resignations. The company’s
name was then changed to Cryoport, Inc. Since the time of the Share Exchange
Agreement, Mr. Panella has not been involved in the management of Cryoport,
Inc.
-2-
During
2004, in connection with a private placement offering, Mr. Panella purchased
a
total of 1,217,225 shares of CryoPort Systems, Inc. common stock for $0.04
per
share with total proceeds of $48,689 received by the Company as follows: 250,000
shares purchased on July 23, 2005, 342,225 shares purchased on October 20,
2005,
and 625,000 shares purchased on November 15, 2005.”
Sales
and Marketing page 15
| 2. |
We
note your response to comment 3. You have not provided a sufficient
analysis under Item 601(b)(10) of Regulation S-B to justify omitting
your
agreement with CryoPort Systems Ltda. Therefore, please file this
agreement as an exhibit, and discuss its material terms - such as
any
material rights or obligations, duration and termination provisions
- in
the body of your filing. Our precise basis for requesting the filing
of
this agreement is Item 601(b)(10)(i)(B), which requires the filing
of
“[a]ny contract upon which the small business issuer’s business is
substantially dependent, such as contracts with principal customers,
principal suppliers, franchise agreements, etc.” Based on the fact that
CryoPort Systems Ltda. Generated 10% of your revenues for the year
ended
March 31, 2005, it appears your business is “substantially dependents” on
this company. However if you continue to believe you are not required
to
file this agreement, please provide a detailed analysis based on
Item
601(b)(10)(i)(B), discussing why you believe your company is not
“substantially dependent” upon CryoPort Systems
Ltda.
|
In
response to comment 2 and to further comply with Item
601(b)(10)(i)(B), the
Company has included the CryoPort Systems Ltda. agreement as Exhibit 10.1.8
to
the Form 10-SB/A3 and has included the agreement’s material terms in the Form
10-SB/A3 on page 15 as follows:
“The
Company’s current effective agreement with CryoPort Systems, Ltda. is an
exclusive, ten year agreement, expiring on August 9, 2011, which provides a
17%
commission payable for all sales in the countries of South American (see Exhibit
10.1.8).”
-3-
Item
2. Management’s Discussion and Analysis or Plan of Operation, page
29
Total
assets, page 29
| 3. |
We
note your response and revisions pursuant to comment 5. Please disclose
in
your filing, as you state in your response letter, that the company
does
not currently have any pending purchase orders from Cancervax, Cell
Genesys, or Argos Therapeutics.
|
In
response to comment 3, the Company has included the following statement in
the
Form 10-SB/A3 on page 30:
“Although
the Company has received and fulfilled purchase orders from these vaccine
manufacturers, the Company does not currently have any pending purchase orders
from Cancervax, Cell Genesys or Argos Therapeutics.”
Should
you wish to discuss our responses, please contact me immediately.
Sincerely,
/s/
Gary
Curtis Cannon
Gary
Curtis Cannon
Attorney
at Law
GCC/dc
| Cc: |
CryoPort,
Inc.
Corbin
& Company, LLP
File
|
-4-