SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
      August 27 , 2014

Via E -mail
Marc Hedrick
President &  Chief Executive Officer
Cytori Therapeutics, Inc.
3020 Callan Road
San Diego, CA 92121

 Re: Cytori Therapeutics, Inc.
Form 10 -K for the F iscal Year  Ended December 31 , 201 3
Filed March 14, 2014
Form 10 -Q for the Quarterly Period Ended June 30, 2014
Filed August 11, 2014
File No. 001-34375

Dear Mr.  Hedrick :

We have reviewed your filing s and have the following comment s.  We have
limited our review to only your financial statements and related disclosures and do not intend
to expand our review to other portions of your documents.  In our comment s, we may ask
you to provide us with information so we may better understand you r disclosure.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do
not believe our comments apply to your facts and circumstances, please tell us why in
your response.

After reviewing the information you provide in response to these  comments, we
may have  additional comments.

Form 10 -K for the Fiscal Year E nded December 31, 2013

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Critical Accounting Policies and Significant Estimates, page 37

1. We see that you reference the consolidated financial statements for a di scussion of
your critical accounting policies and significant estimates.  Please note that the
accounting policy notes in the financial statements should generally describe the
method you use to apply an accounting principle; whereas the discussion in

Marc Hedrick
Cytori Therapeutics, Inc.
August 27 , 2014
Page 2

 MD&A  should present your analysis of the uncertainties involved in applying a
principle at a given time or the variability that is reasonably likely to result from
its application over time.  In future filings please include an analysis, to the extent
material , of factors such as how you arrived at critical estimates, how accurate the
estimate/assumption has been in the past, how much the estimate/assumption has
changed in the past, and whether the estimate/assumption is reasonably likely to
change in the futur e. Refer to FR -72.

2. As a related matter, we note that accounts receivable “reserves” increased from
$278,000 at December 31, 2012 to $1,445,000 at December 31, 2013.  Please tell
us the underlying reasons for material changes in allowances for doubtful
accounts.  Please also discuss whether there was any change in policy or estimate
for determining delinquent accounts.  Tell us how you considered the disclosures
required by Item 303( a) of Regulation S -K.

Item 8.  Financial Statements

Note 4.  Transactions  with Olympus Corporation, page 54

3. Please explain to us why you have not recognized any revenue or earnings from
the joint venture subsequent to the date of the acquisition.

Note 11.  Long -term Obligations, page 61

4. Please explain to us how you analyzed FASB ASC 470 -50-40 in determining that
the amendment of the loans with continuing lenders qualified as a debt
modification.

Form 10 -Q for the Quarterly Period Ended June 30, 2014

Item 1.  Financial Statements

Note 5.  Partnership Agreement with  Lorem Vascular, page 8

5. Please explain to us how you are accounting for the partnership with Lorem
Vascular.  In addition, please explain the revenue recognition policy for the $500
million in license fees in the form of revenue milestones and the gross p rofit
percentages.

Note 7. Revenue Recognition, page 9

6. We note that you revised your revenue recognition policy to add the following:

We recognize revenue for sales to new customers as cash is received as the risk of
non-payment results in the conclus ion that collection is not reasonably assured.

Marc Hedrick
Cytori Therapeutics, Inc.
August 27 , 2014
Page 3

On page 18, you disclose that revenues decreased due to several factors, including
your new revenue recognition policy in 2014 for new customers.  Please respond
to the following:

 Tell us why you changed your revenue recognition policy.  Explain in
sufficient detail both your old and new revenue recognition policies.
 Explain why the policy only applies to new customers.  In this regard, discuss
the extent to which your sales agreements with the new custome rs are
different than your prior agreements.
 Discuss your basis under U.S. GAAP for both your old and new revenue
recognition policies.
 Explain how you considered this change in accounting policy under FASB
ASC 250 -10 and the related required disclosures, as well as the need to
provide Exhibit 18.  Refer to Item 601(b)(18) of Regulation S -K.
 As we note that deferred revenues have not changed since December 31,
2013, please tell us how the new policy resulted in decreased revenues.
Explain how you record sa les under your new policies.

Item 2.  Management’s Discussion and Analysis of Financial Condition an d Results of
Operations

Results of Operations, page 18

7. We see that you attribute the decline in product revenues to the “product mix,”
“anticipated timin g associated with larger system related sales” and the “new
revenue recognition policy in 2014 for new customers.”  In future filings please
quantify the impact of each significant item that impacts the comparability of
revenues.  In addition, to the exten t that you reference product mix, please provide
an indication of the composition of revenue for each period so that investors can
understand how product mix shifted and contributed to the fluctuation in
revenues.

 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
Exchange Act of 1934 and all applicable Exchange Act rules require.  Since the compa ny
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.

 In responding to our comments, please provide a written statement from the
company acknowledging that:

 the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

Marc Hedrick
Cytori Therapeutics, Inc.
August 27 , 2014
Page 4

  staff comments or changes to disclosure in response to staff comments do
not foreclose the Commission from taking any action with respect to  the
filing; and
 the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

You may contact Kristin Lochhead , Senior  Accountant,  at (202) 551 -3664 or  Kate
Tillan , Assistant Chief Accountant,  at (202) 55 1-3604  if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202)
551-3671  with any other questions.

Sincerely,

       /s/ Kate Tillan for

Martin James
Senior Assistant Chief Accountant