Published on January 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
January
17, 2007
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 SB-2 | ||
| File No. 333-147300 (the “Registration Statement”) |
Dear
Ms.
Lippmann:
On
behalf
of the Company, we are hereby enclosing two copies of Amendment No. 2 to the
Company’s registration statement on Form SB-2 (the “Registration Statement”)
that was filed on November 9, 2007.
By
letter
dated January 14, 2008, the staff of the Securities and Exchange Commission
(the
“Staff”) issued comments on amendment no. 1 to the Registration Statement.
Following are the Company’s responses to the Staff’s comments. For ease of
reference, each response is preceded by the Staff’s comment.
General
1. We
note your response to comment 9 in our letter dated December 9, 2007. Please
disclose whether any of the selling shareholders have an existing
short position in the company’s common stock and, if any of the selling
shareholders have any existing short position in the company’s stock, the
following additional information:
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·
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the
date on which each such selling shareholder entered into that short
position; and
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·
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the
relationship of the date on which each such selling shareholder entered
into that short position to the date of the announcement of the
convertible note transaction and the filing of the registration statement
(e.g.,
before
or after the announcement of the convertible note transaction, before
the
filing or after the filing of the registration statement,
etc.).
|
The
Company has added disclosure in accordance with the Staff’s comment. See page
___ of the Registration Statement.
Exhibit
5.1 — Legal Opinion
2. As
previously requested, please delete the language “under the laws of the State of
Nevada” in the penultimate paragraph since it implies that the shares will only
be fully paid and non-assessable in Nevada.
A
revised
legal opinion has been included as Exhibit 5.1.
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
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