SecProbe.io

December 16 , 2013

Via E -mail
Christopher J. Calhoun
Chief Executive Officer
Cytori Therapeutics, Inc.
3020 Callan Road
San Diego, California 92121

Re: Cytori Therapeutics, Inc.
 Registration Statement on Form S-3
Filed November 19 , 2013
  File No. 333 -192409

Dear Mr. Calhoun :

We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, we may ask you to provide us with information so
we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   Where you do not believe our comment applies to your facts and
circumstances or d o not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.

Selling Stockho lder, Page 9

1. We note that the selling stockholder s were to acquire the shares to be sold in this
registration statement  in two parts .  The prospectus  indicates that four million of the
shares were to be paid for and transferred within 7 days of closing ; whereas, the
remaining four million shares are to be paid for and transferred within sixty days of the
effective date.  Please be note that this sixty day period is longer than  the “short time”
described Securities Act Compliance and Disclosure Interpret ations 139.11.   Please
revise or tell us why you believe that changes are unnecessary.   Also, please confirm that
the first half have already been paid for and transferred to the stockholder.

2. Please ensure you have resolved any confidential treatment ap plications prior to
requesting acceleration of this registration statement.

Christopher J. Calhoun
Cytori Therapeutics, Inc.
December 16, 2013
Page 2

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of  1933 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwith standing our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
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 t o 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.

Please refer to Rules 460 and 461 regarding reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

Please contact Jay Mumford at 202 -551-3637 or Daniel Morris  at 202 -551-3314  with any
questions.

Sincerely,

/s/ Daniel Morris for

        Amanda Ravitz
        Assistant Director

cc (via -email): Jeffrey T. Baglio , Esq.