SecProbe.io

Mail Stop 3030

May 3, 2016

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

Re: Cytori Therapeutics, Inc.
 Registration Statement on Form S -1
Filed April 6, 2016
 File No. 333-210628

Dear Dr. Hedrick :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, 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 .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

 After reviewing any amendment to the registration statement and the information you
provide in response to these comments, we may have additional comm ents.

Registration Statement

1. Please amend your filing to include all information other than that which can be omitted
per Rule 430A.   For example, we note the blanks currently on the prospectus cover and
throughout your document regarding the number of s ecurities you are offering .  As
further examples, we note that you have not disclosed the record date and the expiration
date of the rights.  Also note that information like what you currently omit on page 23
must be disclosed based on a bona fide estimate  of the public offering price.

Use of Proceeds, page 23

2. Please disclose the amount of net proceeds that you currently intend to use for each
purpose identified in the first two sentences in the second paragraph of this section.  You

Marc H. Hedrick
Cytori Therapeutics, Inc.
May 3, 2016
Page 2

 may also reserve th e right to change the use of proceeds as indicated in instruction 7 to
Regulation S -K Item 504.  If you do not have a specific plan for a significant portion of
the proceeds, please say so clearly and discuss the principal reasons for the offering.

3. Pleas e quantify how you will allocate the proceeds for each disclosed purpose assuming
that you sell less than the maximum amount of securities that you are offering.  Include a
reasonable range of potential outcomes regarding the number of securities that you might
sell; for example, if reasonable, you could disclose your use of proceeds assuming that
you sell 25%, 50%, 75% and 100% of the securities offered.

Material U.S. Federal Income Tax Consequences , page 33

4. Please file the opinion that Regulation S -K Item 601(b)(8) requires regarding the tax
consequences that you describe in your prospectus.  See Section III.A.2 of Staff Legal
Bulletin No. 19 (October 14, 2011).

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 193 3 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 a re responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding 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 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.

Please refer to Rules 460 and 461 regarding requests 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 th e Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .  Please allow adequate time  for us to review any
amendment prior to the requested effective date of the registration statement.

Marc H. Hedrick
Cytori Therapeutics, Inc.
May 3, 2016
Page 3

 Please  contact Tom Jones at (202) 551 -3602 or Tim Buchmiller, Senior Attorney, at
(202)  551-3635 with any questions.

Sincerely,

 /s/ Tim Buchmiller for

 Amanda Ravitz
 Assistant Director
Office of Electronics and Machinery

cc: Jeffrey T. Baglio, Esq.