SecProbe.io

CORRESP
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    901 K Street N.W., Suite 700

Washington, DC 20001

    F. Alec Orudjev
    www.schiffhardin.com

    aorudjev@schiffhardin.com

June 12, 2013

VIA SEC EDGAR (SEC
Correspondence)

Mr. Russell Mancuso

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Cytomedix, Inc.

    Post-effective amendment to Form S-3 on Form S-1

    Filed May 20, 2013

    File No. 333-183704

Dear Mr. Russell:

On behalf of
Cytomedix, Inc. (the “Company”) and in connection with the Post-effective Amendment to Form S-3 on Form S-1 filed
by the Company with the Securities and Exchange Commission (the “Commission”) on May 20, 2013 (File No.
333-183704) (the “POS AM Filing”), we are writing in response to the comments of the staff of the Commission (the
“Staff”) on the POS AM Filing as transmitted by  the Staff letter dated June 7, 2013 (the
“Comment Letter”). The answers set forth herein refer to each of the Staff’s comments by number. This
letter sets forth the Company’s proposed disclosures and responses to the Comment Letter, or why the Company believes
that no changes to its disclosures are necessary. For your convenience, we have restated the comments from the Comment Letter
below, followed by the Company’s responses. An amended filing to the POS AM Filing (the “Amended Filing”)
reflecting changes in response to the Comment Letter is being filed today via the Commission’s EDGAR system.

Penny Stock, page 18

1. 	Please provide us your analysis
supporting your conclusion that your stock currently is penny stock. Address in your analysis Rule 3a51-1(g). If your stock is
not currently a penny stock but you meant to disclose that your stock was and may again be a penny stock, please revise your references
to penny stock throughout your document to clarify. If your stock is a penny stock, please remove from your filing references to
the statutory safe harbor that is not available to penny stock issuers; we note for example the second sentence on page 19.

June 12, 2013

Page 2

Response:

The Company’s
stock does not meet the “penny stock” definition under Exchange Act Rule 3a51-1(g). Consequently, the Amended Filing
has been revised to remove such references in the “Risk Factors” section and elsewhere in the prospectus.

Financial Statements

2. 	Please provide us your analysis
supporting your conclusions regarding which Cytomedix fiscal years are required to be presented in the financial statements included
in this registration statement. Cite all authority on which you rely.

Response:

Financial Statements of the Company

The Company’s
financial statements for the fiscal year ended December 31, 2010 were audited by PricewaterhouseCoopers LLP and the financial statements
for the years ended December 31, 2011 and 2012 were audited by its current auditors, Stegman & Company (“Stegman”).
Prior to the calendar year 2012, the Company had been a "smaller reporting company", as the term is defined under Rule
12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); however, in 2012 (on the June 30, 2012
determination date) the Company’s filing status changed to that of an “accelerated filer”. Consequently, the
Company was required to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the “2012 10-K”)
on or before the filing deadline applicable to accelerated filers while the substantive financial and non-financial disclosures
and presentations in the 2012 10-K were to be made subject to the disclosure requirements appropriate for the “smaller reporting
companies”, as set forth under Item 10 of Regulation S-K and discussed in CD&I Question 130.04. The Company filed the
2012 10-K on March 18, 2013 which included its audited financial statements as of and for the years ended December 31, 2012 and
2011. Following such filing, the Company made the POS AM Filing, which contained (i) unaudited condensed consolidated financial
statements of the Company for the fiscal quarters ended March 31, 2013 and 2012, and (ii) audited consolidated financial statements
of the Company as of and for the years ended December 31, 2012 and 2011.

Financial Statements of Aldagen

On February 8, 2012,
the Company completed its acquisition of Aldagen, Inc., a Delaware corporation (“Aldagen”), which acquisition was material/of
major significance at above the 50% level. The Company filed a Current Report on Form 8-K on February 9, 2012, as subsequently
amended, to include (i) audited financial statements of Aldagen as of and for the years ended December 31, 2011 and 2010, and for
the period from March 3, 2000 (Aldagen’s inception) through December 31, 2011, (ii) Unaudited Pro forma Condensed Combined
Financial Data as of and for the year ended December 31, 2011, and (iii) consent of Ernst & Young LLP (“E&Y”),
Aldagen’s independent auditing firm for the inclusion of its reports on the financial statements for the foregoing fiscal
periods.

June 12, 2013

Page 3

In determining
the periods for which Aldagen’s financial statements must be included in the POS AM Filing, the Company reviewed and relied
on (i) Section 2040.2 of the Division of Corporation Finance Financial Reporting Manual and (ii) Rule 3-06 of Regulation
S-X.

Under the guidance
in Section 2040.2 of the Division of Corporation Finance Financial Reporting Manual (reproduced below, with the italicized emphasis
added), the Company was required to include Aldagen’s financial statements in the POS AM Filing for the number of periods
prior to the acquisition such that the combination of the pre-acquisition financial statements of Aldagen in addition to the post-acquisition
financial statements of the Company which include the operations of Aldagen would equal to the number of periods specified in Rule
3-02 of Regulation S-X promulgated under the Securities Act of 1933, as amended (“Regulation S-X”), or three years:

2040.2 	“Major
Significance” and Previously Filed Acquiree Financial Statements

Generally, previously
filed financial statements of an acquired business need not be presented once the acquired operations are included in at least
nine months of post-acquisition audited results unless the acquisition is of major significance [S-X 3-05(b)(4)(iii)]. Although
the acquisition may be of major significance at lower thresholds due to factors specific to the registrant, the staff presumes
that the acquisition is of such major significance that investors need previously filed financial statements of the acquired company
in a registration or proxy statement if:

• the acquired business is included
in audited results of the registrant for less than 21 months and its significance was equal to or greater than 70% and less than
80%; or

• the acquired business is included
in audited results of the registrant for less than 33 months and was significant at the 80% or greater level.

If the acquired
business is of major significance, the financial statements of the acquired business should continue to be presented in a registration
or proxy statement for the number of periods prior to the acquisition such that the combination of pre- and post-acquisition periods
presented cover the equivalent number of periods specified in S-X 3-02 . [S-X 3-05(b)(4)(iii)]. The requirement to present the
equivalent number of periods specified in S-X 3-02 does not mean that the audited periods presented must be continuous [emphasis
added]. Also, registrants should include the complete financial statements of the acquired business notwithstanding the reference
to the income statement in the example provided in S-X 3-05(b)(4)(iii); however the balance sheets of the acquired business may
be excluded by the registrant if the audited balance sheet of the registrant is as of a date after consummation of the acquisition.

In determining which
specific periods may be counted towards fulfilling the three year requirement set forth in Section 2040.2 of the Division of Corporation
Finance Financial Reporting Manual, the Company looked to Rule 3-06 of Regulation S-X (reproduced below, with the italicized emphasis
added) and determined that the Company’s financial statements for the year ended December 31, 2012 would satisfy one of those
three years since it included the results of Aldagen’s operations and cash flows from the date of Aldagen’s acquisition,
February 8, 2012, to December 31, 2012, a period in excess of nine months. Rule 3-06 provides that in determining whether the requirement
to include financial statements for a time period in excess of one year (e.g., the three year requirement here) is satisfied, the
financial statements for a nine month period may be counted once as satisfying the requirement for one full year. (In addition,
as noted in the last emphasized sentence of Section 2040.2 of the Division of Corporation Finance Financial Reporting Manual, “[T]he
requirement to present the equivalent number of periods specified in S-X 3-02 does not mean that the audited periods presented
must be continuous.” Therefore, the gap in the audited periods of January 1, 2012 to February 8, 2012 is not disqualifying.)

June 12, 2013

Page 4

Therefore, the
Company determined that the requirement for the audited financial statements of Aldagen for three years was satisfied through
the combination of the inclusion of the POS AM Filing of (i) the audited financial statements of Aldagen for the years ended
December 31, 2011 and 2010 and (ii) the audited financial statements of the Company for the year ended December 31, 2012
which included Aldagen’s operations and cash flows for a period in excess of nine months.

RULE 3-06. FINANCIAL STATEMENTS COVERING
A PERIOD OF NINE TO TWELVE MONTHS.

Except with respect to registered investment
companies, the filing of financial statements covering a period of nine to 12 months shall be deemed to satisfy a requirement for
filing financial statements for a period of one year where:

(a) the issuer has changed its fiscal
year;

(b) the issuer has made a significant
business acquisition for which financial statements are required under Rule 3-05 and the financial statements covering the interim
period pertain to the business being acquired; or

(c) the Commission so permits pursuant
to Rule 3-13.

Where there is a requirement for
filing financial statements for a time period exceeding one year but not exceeding three consecutive years (with not more than
12 months included in any period reported upon), the filing of financial statements covering a period of nine to 12 months shall
satisfy a filing requirement of financial statements for one year of that time period only if the conditions described in either
paragraph (a), (b), or (c) of this section exist and financial statements are filed that cover the full fiscal year or years for
all other years in the time period. [emphasis added].

**************

The company should
provide us with a letter, acknowledging that:

 · should the Commission or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

 · the action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

 · the company may not assert staff comments
and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

June 12, 2013

Page 5

**************

We would appreciate
the cooperation of the staff in working with us to address any further comments that the staff may have on the Company’s
filings. We welcome the opportunity to speak with staff members directly in an effort to expedite the review process. Please feel
free to contact the undersigned in Washington DC at (202) 724-6846 should you required if you wish to discuss the Company’s
revised submission.

    Very truly yours,

    /s/ F. Alec Orudjev

    F. Alec Orudjev

    Cc:
    Martin P. Rosendale, CEO

    Steven A. Shallcross, CFO