SecProbe.io

March 10, 2011

Yaky Yanay Chief Financial Officer (Principal Financial and Accounting Officer)
Pluristem Therapeutics, Inc.
MATAM Advanced Technology Park Building No. 20
Haifa, Israel 31905

Re: Pluristem Therapeutics, Inc
 Form 10-K for Fiscal Year Ended June 30, 2010
  Filed September 21, 2010
   File No.  001-31392

Dear Mr. Yanay:

We have reviewed your filing and have the following comments.  In some of our
comments, we ask you to provide us with in formation so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not
believe a comment applies to your facts and circ umstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the fo rm type label CORRESP that keys your
responses to our comments.

After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.

Intellectual Property, page 7

1. Please provide proposed draft disclosure fo r inclusion in future filings detailing
additional information about your material patents includi ng the number of pending and
issued patents you own and the range of  expiration dates for the patents.
 Business Experience, page 27

2. Please provide proposed draft disclosure for inclusion in future filings discussing the
specific experience, qualifications, attributes or  skills that led to the conclusion that each
director should serve on your company’ s board, as required by Item 401(e)(1) of
Regulation S-K.

Yaky Yanay
Pluristem Therapeutics, Inc. March 10, 2011 Page 2

Notes to Consolidated Financial Statements

Note 7: - Share Capital a nd Stock Options, page F-29

3. The warrant agreements for certain of your wa rrant issuances indicate  that the exercise
prices are subject to adjustment  in the event that you issue eq uity at a price per share less
than the volume weighted averag e price at the record date.   Please explain to us why you
have not apparently reclassified these warra nts to liabilities eff ective July 1, 2009 under
FASB ASC 815-40-15 with tran sition guidance at FASB AS C 815-10-65-3.  In addition,
it appears that some of the warrants were issued in conne ction with registered unit
offerings.  Please confirm that t hose warrants have been classifi ed as liabilities or tell us
why liability classification is not required.

Item 9A. Controls and Procedures
Management’s Report on Internal Cont rol Over Financial Reporting, page 26

4. We note that you conduct substantially all of your operations outside of the United States. In
order to enhance our understanding of how you prepare your financial statements and assess your internal control over financial reporting, we ask that you provide us with information that will help us answer the following questions.

• How do you evaluate and assess internal control over financial reporting?
o In connection with your process to determine whether your internal control over
financial reporting was effective, please describe whether and how you considered controls to address financial reporting risks that are relevant to all locations where you have operations.
o If you have an internal audit function, please describe it and explain how, if at all,
that function impacted your evaluation of your internal control over financial reporting.
• How do you maintain your books and records and prepare your financial
statements?
o If you maintain your books and records in accordance with U.S. GAAP, describe
the controls you maintain to ensure that the activities you conduct and the transactions you consummate are recorded in accordance with U.S. GAAP.
o If you do not maintain your books and records in accordance with U.S. GAAP,
tell us what basis of accounting you use a nd describe the process you go through
to convert your books and records to U.S. GAAP for SEC reporting. Describe the controls you maintain to ensure that you have made all necessary and appropriate adjustments in your conversions and disclosures.
• What is the background of the people involved in your financial reporting?
o We would like to understand more about the background of the people who are
primarily responsible for preparing and supervising the preparation of your
financial statements and evaluating the effectiveness of your internal control over
financial reporting and their knowledge of U.S. GAAP and SEC rules and regulations. Do not identify people by name, but for each person, please tell us:
• what role he or she takes in preparing your financial statements and
evaluating the effectiveness of your internal control;
• what relevant education and ongoing training he or she has had relating to
U.S. GAAP;

Yaky Yanay
Pluristem Therapeutics, Inc. March 10, 2011 Page 3

• the nature of his or her contractual or other relationship to you;
• whether he or she holds and maintains any professional designations such as
Certified Public Accountant (U.S.) or Certified Management Accountant; and
• about his or her professional experience, including experience in preparing
and/or auditing financial statements prepared in accordance with U.S. GAAP and evaluating effectiveness of internal control over financial reporting.
o If you retain an accounting firm or other similar organization to prepare your
financial statements or evaluate your internal control over financial reporting, please tell us:
• the name and address of the accounting firm or organization;
• the qualifications of their employees who perform the services for your
company;
• how and why they are qualified to prepare your financial statements or
evaluate your internal control over financial reporting;
• how many hours they spent last year performing these services for you; and
• the total amount of fees you paid to each accounting firm or organization in
connection with the preparation of your financial statements and in connection with the evaluation of internal control over financial reporting for the most recent fiscal year end.
o If you retain individuals who are not your employees and are not employed by an
accounting firm or other similar organization to prepare your financial statements or evaluate your internal control over financial reporting, do not provide us with their names, but please tell us:
• why you believe they are qualified to prepare your financial statements or
evaluate your internal control over financial reporting;
• how many hours they spent last year performing these services for you; and
• the total amount of fees you paid to each individual in connection with the
preparation of your financial statements and in connection with the evaluation
of internal control over financial reporting for the most recent fiscal year end.
• Please describe your audit committee financial expert’s qualifications, including the
extent of his or her knowledge of U.S. GAAP and internal control over financial reporting.

You may contact Tabatha Akin s, Staff Accountant (202) 551 -3658 or Mary Mast, Senior
Staff Accountant at (202) 551-3613 if you have a ny questions regarding th e processing of your
response as well as any questions regarding co mments on the financial statements and related
matters.  Please contact Michae l Rosenthall, Attorney Advisor at (202) 551-3674 or Sebastian
Gomez Abero, Attorney Advisor at (202) 551- 3578 with questions on any of the other
comments. In this regard, do not hesita te to contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant