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Published on June 15, 2012
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 |
June 15, 2012 |
Via Federal Express and EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549-7010
Attn.: Ms. Pam Long, Associate Director
| RE: | CryoPort, Inc. |
| Amendment No. 2 to Registration Statement on Form S-1 |
| Filed May 18, 2012 |
| File No. 333-180326 |
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 June 6, 2012 to Robert Stefanovich, Chief Financial Officer of the Company, with respect to the Companys Amendment No. 2 to Registration Statement on Form S-1, as filed with the Commission on May 18, 2012. We have enclosed for your reference Pre-Effective Amendment No. 3 to Form S-1/A which has been revised to reflect the Commissions comment (the Amended Form S-1) and has been filed with the Commission on the date hereof. Set for the below is the Commissions comment with the Companys response immediately following.
General
| 1. | We note that the latest balance sheet included in the registration statement is now older than 134 days. Given that you reported a loss from continuing operations for the year ended March 31, 2011, it does not appear that you may be able to rely on Rule 8-08(b) of Regulation S-X. Please advice, or otherwise, in accordance with Rule 8-02 of Regulation S-X please provide audited financial statements for the fiscal year ended March 31, 2012 and update your prospectus by filing a pre-effective amendment to reflect the most recent financial statements accordingly. |
June 15, 2012
Page 2 of 2
The Company notes the Commissions comment and advises the Commission that it has filed the Amended Form S-1 and has updated the prospectus to include audited financial statements for the fiscal year ended March 31, 2012, and other updates where appropriate to include information for the fiscal year ended March 31, 2012.
If you have any questions regarding the above, please do not hesitate to give me a call at (714) 427-7402.
Very truly yours,
/s/ Mark R. Ziebell
Mark R. Ziebell
| cc: | Robert S. Stefanovich |
Chief Financial Officer