1.

The first paragraph of your letter indicates that Messrs. Choi and Cho “were voted out by shareholders in August 2011 as a result of frustration with the Board’s poor performance and a desire for a new business strategy.” However, Messrs. Choi and Cho could not have been “voted out by shareholders” given that they were not included on the company’s slate of nominees for consideration at the August 2011 annual meeting. Please file materials that correct this misstatement or advise. Refer to Rule 14a-9(a).

 

 

Luse Gorman Pomerenk & Schick

A Professional Corporation

 

Ms. Melissa Duru

Securities and Exchange Commission

July 16, 2012

Page 2

 

 

 

2.	In future filings, please refrain from using headings that suggest a shareholder’s investment will be protected by voting for the Cryo-Cell slate.

3.	Please supplementally provide us with support for the assertion that Mr. Choi voted to approve a $2.5 million wire transfer. Also provide us with support for the assertion that Cryo-Cell de Mexico terminated its contract in 2011 due to a breach by the company.

4.

In future filings, ensure that you provide the appropriate context for the statements you make. For example, if the vote to approve the wire transfer was approved by the majority of the then-sitting board, revise to state this fact and to remove the implication that Mr. Choi alone voted for this transfer.

 

5.	Avoid statements that directly or indirectly impugn character, integrity or personal reputation. In future filings, refrain from making statements that assert Mr. Choi voted to approve stock options to “enrich himself” and his brother-in-law. Refer to Rule 14a-9, Note b.

 

6.

Support for each statement or assertion of opinion or belief must be self-evident, disclosed in the proxy materials or provided to the staff on a supplemental basis. Please adequately support each statement or assertion made in your soliciting materials. For example, you should support or refrain from making the following assertions in future soliciting materials:

 

 

 

 

 

 

·	Mr. Choi’s proposal to amend the existing Cryo-Cell bylaws was “in direct violation of Delaware law.”

·	“The termination meant the loss of $4.8 million in future royalty payments that would have been paid over the ensuing six-year period.”

 

·	“Under the prior Board’s direction, Cryo-Cell positioned itself in the markets as a low cost provider of cord blood services. It continually ran ‘Blue Light Specials.’”

7.

Further to our comment above. Please similarly support each statement or statistic regarding your accomplishments, including those discussed under “Major Initiatives & Accomplishments.” For example, you should source the figures in the comparison of total RSA payments made in 2010 and 2012 and clarify whether the $900,000 figure covers payments to be made during the remainder of 2012. As another example, support representations that average revenue per enrollment increased by 61% from December 2011 to May 2012 and that under your leadership approximately 20% of new enrollees purchase cord tissue service together with cord blood and that percentage is rising. Where the basis of support is other documents, provide either complete copies of the documents or sufficient pages of information so that we can assess the context of the information upon which you rely. Mark any supporting documents provided to identify the specific information relied upon, such as quoted statements, financial statement line items, press releases, and mathematical computations, and identify the sources of all data utilized.

 

 

 

 

 

 

 

 

8.

We remind you of prior comment 1 of our June 19, 2012 letter. Please ensure that statements of opinion are characterized as such and a reasonable basis exists for any such opinion. Below is a non-exhaustive list of statements which in future filings should be characterized as your opinion or belief:

·	“Mr. Choi and his fellow Board members approved … an SAP customer relationship management software system that was incongruous with Cryo-Cell’s business model.” (emphasis added)

·	“Ms. Duffy is an experienced health care marketing executive with a 30-year track record for helping multi-million dollar conglomerates achieve year-over-year growth.”