SecProbe.io

February 4, 2014

Via E -mail
Yaky Yanay
Executive Vice President, Chief F inancial Officer  and Secretary
Pluristem Therapeutics, Inc.
MATAM Advanced Technology Park
Building No. 5
Haifa, Israel 31 905

Re: Pluristem Therapeutics, Inc.
   Form 10-K for the Fi scal Year Ended June 30, 2013
   Filed September 11, 2013
   File No. 001-31392

Dear M r. Yanay :

We have reviewed your filing and have the following comment s.  In our comment s, we
ask you to provide us with information so we may better understand your disclosure s.

Please respond to this letter within 10 business days by  providing us the requested
information or  by advising us when you will provide the requested response.   If you  do not
believe a comment appl ies to your facts and circumstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the form type label CORRESP that key s your
response s to our comment s.

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

Item 1. Business

Ongoing Research and Development Plans, page 6

1. We note your disclosure regarding the collaboration agreements with United
Therapeutics and CHA Bio&D iostech in this section.   Please disclose all duration and
termination provisions applicable to each agreement as well as the applicable royalty
rates within a ten percent range, e.g. single digits, teens, etc.   Finally, we note your
reference to other res earch institutions in the second paragraph of this page with whom
you have collaborated in the past.   Please expand the disclosure to state whether there are
any current obligations or ongoing collaboration activities relating to these entities.

Yakay Yanay
Pluristem Therapeutics , Inc.
February 4, 2014
Page 2

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

Liquidity and Capital Resources, page 26

2. We note your disclosure on this page relating to grants received from the Office of the
Chief Scientist and related restrictions described in the risk factor on page 15.   Any
agreement relating to these grants appears to be material to your operations.   Please
promptly file any such agreement as an exhibit to your annual report pursuant to Item
601(b)(10) of Regulation S -K.  In addition, to the extent applicable, please disclose any
duration and termination provisions relating to the most recent grant award .

Application of Critical Accounting Policies
Research and Development Expenses, Net, page 29

3. We believe your disclosure could provide more insight into research and development
expenses incurred.  Please provide us  an analysis of your research and de velopment
expenses for each year presented showing  the amount incurred :
 for each of these: clinical trials expenses, salaries, lab materials expenses and
consultants and subcontractor expenses ; and
 for each key research and development project.
Reconcile the totals for each analysis to total research and development expense.
Consider providing us proposed disclosure to be included in future periodic reports to
improve your disclosure.

Item 8. Financial Statements and Supplementary Data
Note 2: - Significant Accounting Policies
i. Revenue Recognition from the license Agreement with United Therapeutics , page F -16

4. Please provide us your analysis that supports account ing for amounts received for the
achievement of milestone s under your United Therapeutics license agreement in
accordance with ASC 450 -30-25. In your analysis explain how your accounting treatment
would differ from the milestone method under  ASC 605 -28-25. Also, tell  us why you do
not provide information about  each milestone .  In this regard,  ASC 605 -28-50-2 would
require additional information. Consider providing us revised proposed  disclosure to be
included in future periodic reports, if and as applicable.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be  certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange 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.

Yakay Yanay
Pluristem Therapeutics , Inc.
February 4, 2014
Page 3

 In respond ing to our comment s, 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;
 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 initia ted by
the Commission or any person under the federal securities laws of the United States.

You may contact Scott Wuenschell , Staff Accountant, at (202) 551 -3467  or Joel Parker ,
Accounting Branch Chief, at (202) 551 -3651  if you have questions regarding the processing of
your response as well as any questions regarding comments on the financial st atements and
related matters.  You may contact Austin Stephenson , Staff Attorney, at (202) 551 -3192  or John
Krug , Senior Counsel, at (202) 551 -3862  with questions on any of the other comments.  In this
regard, do not hesitate to contact me at (202) 551 -3679.

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant