SecProbe.io

CORRESP
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        901 K Street N.W.

        Suite 700

        Washington, DC 20001

        t 202.778.6400

        f 202.778.6460

        www.schiffhardin.com

        F. Alec Orudjev

        202.724.6846

        aorudjev@schiffhardin.com

July 28, 2014

By EDGAR Submission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0404

    Attention: Amanda Ravitz, Assistant Director

    Re:
    Cytomedix, Inc.

    Registration Statement on Form S-1 filed on July 10, 2014 (SEC File No. 333-197352) (the “Registration Statement”)

Dear Ms. Ravitz:

On July 10, 2014, Cytomedix,
Inc., a Delaware corporation (“Cytomedix” or the “Company”), filed the above referenced Registration Statement
to register shares of its common stock for resale on behalf of the Company’s selling stockholders. This letter is being submitted
in response to the Staff’s verbal comment to the undersigned with respect to the Registration Statement that, given the size
of the Company’s offering relative to the number of shares outstanding held by non-affiliates, the transaction may be considered
a primary offering. For the following reasons, the Company respectfully submits that it does not believe it is conducting an indirect
primary offering under Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”).

Background

	Deerfield Financing

On March 31, 2014 (the
“March Execution Date”), the Company and affiliates of Deerfield Management Company, L.P. (“Deerfield”)
entered into a Facility Agreement (the “Facility Agreement”), under which agreement, Deerfield agreed to provide to
the Company with a convertible credit facility in an amount of up to $35 million. The Deerfield facility was structured as a purchase
of 5.75% senior secured convertible notes. The first $9 million of the proceeds of the Deerfield facility were disbursed to the
Company at closing on March 31, 2014 (the “First Draw”). At the time of the closing of the First Draw, the Company
issued to Deerfield warrants to purchase 25,115,384 shares of the Company’s common stock at an exercise price of $0.52 per
share. These seven-year warrants also contain certain limitations that prevent the holder of such warrants from acquiring shares
upon exercise of a warrant that would result in the number of shares beneficially owned by it and its affiliates to exceed 9.98%
of the total number of shares of the Company’s common stock then issued and outstanding. On June 25, 2014, following satisfaction
of closing conditions, the Company completed the second draw under the Facility Agreement in the aggregate amount of $26 million
(the “Second Draw”). Under the terms of the Facility Agreement and at the time of the Second Draw, the Company issued
to Deerfield warrants to purchase 67,500,000 shares of the Company’s common stock at an exercise price of $0.52 per share.
These warrants are substantially identical to the warrants issued to Deerfield in the connection with the First Draw and contain,
among other things, the same 9.98% beneficial ownership limitation. The maximum number of shares of our common stock that can be
issued pursuant to the conversion of the Deerfield facility is 67,307,692 shares; the maximum number of shares of our common stock
that can be issued pursuant to the terms of the Deerfield warrants is 92,615,385 shares.

Chicago | Washington | New York
| Lake Forest | Atlanta | San Francisco | Ann Arbor

Securities and Exchange Commission

Division of Corporation Finance

July 28, 2014

Page 2

As indicated above,
each of the conversion price of the Deerfield notes and the exercise price of the Deerfield warrants is fixed at $0.52 per share
(representing a premium over the market price of the Company’s common stock on the March Execution Date), subject to adjustment
in the event of stock splits or combinations, stock dividends, recapitalizations or similar events.   There will be no
anti-dilution adjustments or resets of the note conversion price or the warrant exercise price based on the trading price of the
Company's common stock or upon any issuance of shares by the Company at a price below the conversion/exercise price or the then
current trading price of the common stock.  Accordingly, neither the Deerfield notes nor the Deerfield warrants have
any “toxic” or “death spiral” features.

Anson Private Offering

On March 31, 2014,
the Company entered into a Subscription Agreement with Anson Investments Master Fund LP, an institutional accredited investor,
with respect to the sale of 3,846,154 shares of our common stock and five-year warrants to purchase shares of the Company’s
common stock, for gross proceeds of $2 million, which closing took place on March 31, 2014. The investor was issued warrants to
purchase 2,884,615 shares of common stock at an exercise price per share of $0.52, also subject to adjustment in the event of stock
splits or combinations, stock dividends, recapitalizations or similar events. Similarly, the Anson warrants do not have any “toxic”
or “death spiral” features.

Placement Agent
Warrants

In connection with
the Deerfield Financing and the Anson Private Offering, the Company paid the placement agent’s compensation which included,
among other things, approximately $2.6 million cash commission on the gross proceeds of these financings and warrants to purchase
4,999,615 shares of the Company’s common stock on the terms and provisions substantially similar to the Deerfield warrants,
including the same registration rights, and, similarly, have no “toxic” or “death spiral” features.

Following the foregoing
transactions, the Company, in compliance with its contractual obligation to register common stock underlying the securities sold
in the foregoing financings, prepared and filed on July 10, 2014 the Registration Statement.

Securities and Exchange Commission

Division of Corporation Finance

July 28, 2014

Page 3

Rule 415 Analysis

Rule 415 under the
Securities Act generally permits the registration of offerings to be made on a delayed or continuous basis subject to certain conditions.
Rule 415(a)(1)(i) under the Securities Act provides, in relevant part:

“a. 	Securities may be registered
for an offering to be made on a continuous or delayed basis in the future, Provided, That:

1. 	The registration statement pertains
only to:

i. Securities which
are to be offered or sold solely by or on behalf of a person or persons other than the registrant, a subsidiary of the registrant
or a person of which the registrant is a subsidiary;”

Under Rule 415(a)(1)(i), an issuer
may register securities to be sold on a delayed or continuous basis by selling security holders in a secondary offering.	 With
regard to the Staff’s comment, we note Securities Act Rules Compliance and Disclosure Interpretation (“C&DI”)
612.09, which indicates that the issue of whether an offering is by or on behalf of the issuer involves an analysis of facts beyond
the entity that will receive the proceeds of the sale of securities that are being registered. As C&DI 612.09 indicates, the question
is a “difficult factual one” involving an analysis of various factors and “all the circumstances.” Specifically,
C&DI 612.09 states that consideration should be given to the following factors:

 1. how long the selling shareholders have held the shares,

 2. the circumstances under which they received them,

 3. their relationship to the issuer,

 4. the amount of shares involved,

 5. whether the sellers are in the business of underwriting securities, and

 6. whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.

Accordingly, the standard
of review for the Staff in deciding the “question of whether an offering styled a secondary one is really on behalf of the
issuer” remains an analysis of the facts and circumstances articulated in C&DI 612.09. Each of the relevant factors listed
in C&DI 612.09 is discussed below in the context of the Registration Statement.  In our view, based on a proper consideration
of all of those factors, the Staff should conclude that the proposed offering is “solely by or on behalf of a person
or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary”
and therefore, the registration of all of the shares is permissible under Rule 415(a)(1)(i). In other words, we believe that the
totality of the facts and circumstances in this case clearly demonstrates that the registration of the shares relates to a valid
secondary offering, and the selling stockholders are not acting as underwriters or otherwise as a conduit for the Company with
respect to the shares covered by the Registration Statement.

Securities and Exchange Commission

Division of Corporation Finance

July 28, 2014

Page 4

Please note that, given
the number of shares that may be sold by Deerfield relative to the much lesser numbers of shares that may be sold by the other
selling stockholders pursuant to the Registration Statement, we have focused our analysis on Deerfield. We further note also that
the Company is not aware of any relationships or agreements between Deerfield and any of the other selling stockholders, nor is
there any other indication that Deerfield is a group with any of the other selling stockholder or will act in concert with any
of the other selling stockholder in connection with the sale of the shares covered by the Registration Statement. Accordingly,
for the purposes of the analysis, the term “selling stockholder” will refer to Deerfield.

Analysis

Each of the six factors
of C&DI 612.09 is discussed below.

	1. 	The Period for which the
Selling Stockholder has Held the Shares

Of the 174,363,138
shares being registered pursuant to the Registration Statement, 67,307,692 and 92,615,385 shares relate to the issuance by the
Company of convertible notes and warrants in March and June 2014, respectively. The remaining shares include (i) 2,709,677 shares
of common stock representing yield enhancement payment on the Deerfield credit facility made in July 2014, (ii) 3,846,154 shares
of common stock and 2,884,615 shares of common stock underlying warrants with an exercise price of $0.52 per share sold in the
March 2014 Anson Private Offering, and (iii) 4,999,615 shares of common stock underlying warrants issued to the placement agent
we engaged in connection with the above-referenced financings. It is important to note that all of the securities held by Deerfield
were issued pursuant to binding obligations under the facility agreement, as entered into on the March Execution Date.

We believe it is also
important to note that C&DI 139.13 provides that no minimum holding period is required where the Company has completed the
private transaction of all of the securities it is registering and the investor is at market risk at the time of filing of the
resale Registration Statement. The selling stockholder has invested approximately $35 million in the convertible notes and warrants
and has effectively accepted the market risk of its investment from the March Execution Date.

Furthermore, the
Staff’s “PIPEs” interpretation, as set forth in C&DI 116.19 (the “PIPEs Interpretation”) provides in relevant part that:

“In a PIPE transaction,
a company will be permitted to register the resale of securities prior to their issuance if the company has completed a Section 4(2)-exempt
sale of the securities (or in the case of convertible securities, of the convertible security itself) to the investor, and the
investor is at market risk at the time of filing of the resale registration statement…. The closing of the private placement
of the unissued securities must occur within a short time after the effectiveness of the resale registration statement.”

Securities and Exchange Commission

Division of Corporation Finance

July 28, 2014

Page 5

The PIPEs Interpretation
contemplates that a valid secondary offering could occur immediately following the closing of the placement. Since there
is no mandatory holding period that must be overcome for a PIPE transaction to be a valid secondary offering, the holding period
of the selling securityholder should be more than sufficient for a valid secondary offering.

This concept is consistent
with custom and practice in the PIPEs marketplace. In many PIPE transactions (including this one) a registration statement is required
to be filed shortly after closing and declared effective shortly thereafter. In addition, in this case, the selling stockholder
understood that an extended holding period was possible, given the potential for a review of the Registration Statement by the
Commission. Further, as discussed in more detail below, the selling stockholder realized that there is only limited trading activity
in the common stock. Given these facts, the selling stockholder did not expect to have the ability to quickly exit its position,
even if it desired to do so. It should also be noted that: (i) particularly given the senior secured nature of the convertible
notes, it would seem unlikely that the selling stockholder would consider converting the notes into shares of common stock and
selling those shares in the market unless there was sufficient liquidity at a trading price above the note conversion price, and
(ii) the selling stockholder would have no reason to exercise the warrants and sell the underlying shares unless there was sufficient
liquidity at a trading price above the warrant exercise price, and, currently, the common stock is trading at a price well below
the conversion/exercise price.

The factors
discussed above, including the length of time that has elapsed since the securities were originally acquired by the selling
stockholder and that will ultimately elapse prior to the shares of common stock first becoming saleable in the public market,
and the fact that the selling stockholder was aware at the March Execution Date that, for various reasons, it would be unable
to quickly exit their positions with respect to the Company’s common stock, in the aggregate, support the conclusion
that the offering pursuant to the Registration Statement is a secondary offering.

2. 	The Circumstances under which
the Selling Stockholder Received the Shares

All of the
securities issued to the selling stockholder were issued pursuant to transactions exempt from the registration requirements of
the Securities Act. Specifically, the securities were offered, sold and issued in reliance upon the exemption from registration
provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering and Rule 506
of Regulation D promulgated thereunder. Accordingly, the securities held by the selling stockholders are, and at all times have
been, restricted securities that could not have been, and may not be, offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of the Securities Act.   The selling stockholder represented
that it acquired the securities for investment and specifically that it was not acquiring such securities with the purpose or intent
of effecting a distribution in violation of the Securities Act.  There is no evidence to suggest that those representations
are false.

Securities and Exchange Commission

Division of Corporation Finance

July 28, 2014

Page 6

Further, the present
circumstances, including the type of security being registered and the form on which the Registration Statement has been filed,
do not raise the issues of abuse that the Staff has focused on in the past when evaluating whether secondary offerings are actually
disguised primary offerings. In particular, as discussed above, the notes and warrants do not contain any “toxic” conversion,
exercise or other similar terms that would cause any issuances of additional shares of com