SecProbe.io

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

DIVISION OF
CORPORATION FINANCE
February 2 , 2016
Via Email
Joshua Kornberg
Chief Executive Officer, President and Interim Chairman of the Board
Skyline Medical Inc.
2915 Commers Drive, Suite 900
Eagan, Minnesota 55121

Re:  Skyline Medical Inc.
Schedule TO
File No. 5 -86172
Filed :  January 22 , 2016

Dear Mr. Kornberg :

We have reviewed the above -captioned  filing , and have the following comments .  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.  To the extent you believe our comments do not apply to your facts
and circumstanc es or believe an amendment is inappropriate , please tell us why in your response.

After reviewing any amendment to your registration statement and any information you
provide in response to these comments,  we may raise additional comments.

Exhibit 99(a)(1)(A)

Summary

1. The disclosure at page 11 indicates that “[t]here are material differences between the terms of
the Existing Units and the terms of the New Units …”  Please provide us with a brief legal
analysis that explains the basis upon which the issuer concluded that Rule 13e -3 was
inapplicable to this tender offer transaction.

Withdrawal rights, page 21

2. The disclosure indicates that “[a]n extension of the Expiration Date will not affect a holder of
Existing Unit’s withdrawal rights, unless otherwise provided or as required by applicable
law.”  Advise us of the circumstances under which an existing unit holder ’s rights could be
affected should an extension of the expiration date occur, or delete the disc losure.  Refer to
Rule 13e -4(f)(2)(i).

Joshua Kornberg
Skyline Medical Inc.
February 2, 2016
Page 2

 Financial Information Regarding the Company, page 28

3. The disclosure indicates that financial informa tion has been incorporated by reference from
the issuer ’s Form 10 -K and Form 10 -Q.  The Division of Corporation Finance takes the view
that financial information incorporated by  reference in order to satisfy Items 1010(a) and (b)
of Regulation M -A must be summarized and disclosed in accordance with Item 1010(c) of
Regulation M -A.  Refer to Instruction 6 to Item 10 of Schedule TO and corresponding
interpretation I.H.7 in the July 2001 Supplement  to the Manual  of Publicly Available
Telephone Interpretation s: http://www.sec.gov/interps/telephone/phonesupplement3.htm
Please advise us whether or not the financial information included at pages F -3-F-27 in the
related Form S -4 filing has been d istributed to sec urity holders, or revise the  Offer Letter to
include th e Item 1010(c)  information and disseminate it in accordance with Rule 13e -4(e)(3).
* * * * *

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 all information require d under the Securities
Exchange Act of 193 4 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 made.

 Please refer  to Rules 460 and 461 regarding request s for acceleration  with respect to the
related Form S -4 filing .  We will consider a written request for acceleration of the effective date
of the registration statement as confirmation of the fact that those requesting accelerati on 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 adequat e time after the filing of any amendment
for further review before submitting a request for acceleration.

Please provide a written statement from the company  acknowledging that:

 the Com pany  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 f oreclose the
Commission from taking 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 me at (202) 551 -3266 with any questions  regarding  and of the
comments issued on the Schedule TO, and Caleb French at (202) 551 -6947 with respect to any
questions relating to taking the Form S -4 effective .

Joshua Kornberg
Skyline Medical Inc.
February 2, 2016
Page 3

 Sincerely ,

/s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers and Acquisitions

cc:  Martin R. Rosenbaum, Esq.
Spencer G. Feldman, Esq.