SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 August 12, 2025
 VIA EDGAR U.S. Securities and Exchange
Commission Division of Corporation Finance 100 F Street,
N.E. Washington, D.C. 20549

 Re:
 Plus Therapeutics, Inc.
 Registration Statement on Form S-1 filed on August 12, 2025
 File No. 333-289526
 Request for Acceleration of Effective Date
 Ladies and Gentlemen: Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, Plus Therapeutics, Inc. hereby requests for acceleration of the effective date of the above-referenced registration statement, as amended, so that it becomes effective as of
5:30 p.m. Eastern Time on Thursday, August 14, 2025, or as soon thereafter as possible. [Signature Page to Follow]

 Very truly yours,

 Plus Therapeutics, Inc.

 By:

 /s/ Andrew Sims

 Name: Andrew Sims

 Title: Chief Financial Officer
 cc: Aaron M. Schleicher, Sullivan & Worcester LLP
 [Signature Page to Acceleration Request]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 5, 2025

Andrew Sims
Chief Financial Officer
Plus Therapeutics, Inc.
2710 Reed Road, Suite 160
Houston, TX 77002

 Re: Plus Therapeutics, Inc.
 Draft Registration Statement on Form S-1
 Submitted August 4, 2025
 CIK No. 0001095981
Dear Andrew Sims:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Aaron Schleicher, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 June 17, 2025
 VIA EDGAR U.S. Securities and Exchange
Commission Division of Corporation Finance 100 F Street,
N.E. Washington, D.C. 20549

 Re:
 Plus Therapeutics, Inc.

  
 Registration Statement on Form S-1 submitted for filing on
June 17, 2025

  
 File No. 333-

  
 Request for Acceleration of Effective Date
 Ladies and Gentlemen: Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the “ Securities Act ”), Plus Therapeutics, Inc. hereby requests for acceleration of the effective date of the above-referenced registration statement on Form S-1, as amended (the “ Registration Statement ”), so that it becomes effective as of 9:00 a.m. Eastern Time on Monday, June 23, 2025, or as soon thereafter as possible.
 [Signature Page to Follow]

 Very truly yours,

 Plus Therapeutics, Inc.

 By:

 /s/ Andrew Sims

 Name:

 Andrew Sims

 Title:

 Chief Financial Officer
 cc: Aaron M. Schleicher, Sullivan & Worcester LLP
 [Signature Page to Acceleration Request]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 13, 2025

Andrew Sims
Chief Financial Officer
Plus Therapeutics, Inc.
2710 Reed Road, Suite 160
Houston, TX 77002

 Re: Plus Therapeutics, Inc.
 Draft Registration Statement on Form S-1
 Submitted June 9, 2025
 CIK No. 0001095981
Dear Andrew Sims:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Aaron Schleicher
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 11, 2025

Marc H. Hedrick
President and Chief Executive Officer
Plus Therapeutics, Inc.
2710 Reed Rd, Suite 160
Houston, TX 77051

 Re: Plus Therapeutics, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed March 14, 2025
 File No. 001-34375
Dear Marc H. Hedrick:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
cc: William Intner, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 Hogan Lovells US LLP Harbor East
 100 International Drive Suite 2000
 Baltimore, MD 21202 T +1 410 659 2700
 F +1 410 659 2701 www.hoganlovells.com
 April 1, 2025
 BY EDGAR Messrs. Daniel Crawford and Jason Drory
 Division of Corporation Finance Office of Life Sciences
 U.S. Securities and Exchange Commission 100 F Street, NE
 Washington, DC 20549

 Re:
 Plus Therapeutics, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed March 14, 2025
 File No. 001-34375
 Dear Messrs. Crawford and Drory: On behalf of
Plus Therapeutics, Inc. (the “Company”), this letter responds to comments made by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s above-referenced
preliminary proxy statement in the Staff’s letter dated March 24, 2025. The Company has also filed an amended preliminary proxy statement on the date hereof (the “Amended Preliminary Proxy Statement”).
 Set forth below are the Staff’s numbered comments in italic type, followed by the response to each comment submitted on behalf of the
Company. Preliminary Proxy Statement on Schedule 14A
 General 1. We note your references in
your preliminary proxy statement to an “alternative cashless exercise” feature in the Series B Warrants. The term “cashless exercise” is generally understood to allow a warrant holder to exercise a warrant without paying cash for
the exercise price and reducing the number of shares receivable by the holder by an amount equal in value to the aggregate exercise price the holder would otherwise pay to exercise the warrant(s). In cashless exercises, it is expected that the
warrant holder receives fewer shares than they would if they opted to pay the exercise price in cash. Please clarify your disclosure throughout by revising the references to “alternative cashless exercise” and exclusively using the term
“zero exercise price” or another appropriate term that conveys that, in addition to the company receiving no cash upon the “alternative cashless exercise,” the warrant holders would be entitled to receive more shares than they
would under the cash exercise terms or the cashless exercise terms of the warrants.

 Messrs. Daniel Crawford and Jason Drory
 Division of Corporation Finance April 1, 2025
 Page 2
 In response to the Staff’s comment, the Company revised the disclosure in the Amended
Preliminary Proxy Statement ( see pp. 13-16 of the Amended Preliminary Proxy Statement). 2.
 We note your disclosure on page 16 that if stockholders approve the Issuance Proposal, assuming the full exercise of the Warrants at the floor price of $0.132, and assuming the Series B Warrants are exercised on an alternative cashless exercise
basis, an aggregate of approximately 1,542,317,700 additional shares of common stock will be issued and the ownership interest of your existing stockholders would be correspondingly reduced. In each instance in your proxy statement where you
describe Proposal 2, which is asking stockholders to approve the issuance of the common stock underlying such warrants, please clarify the total number of Series A and Series B warrants that were issued and the total number of common stock that may
be issuable upon the exercise of those warrants, using the assumptions you disclose on page 16. In response to the Staff’s
comment, the Company revised the disclosure in the Amended Preliminary Proxy Statement ( see the Notice, pp. 2, 13, 15, and 16 of the Amended Preliminary Proxy Statement, and the preliminary proxy card).
 3. We note your disclosure on page 13 that your Series A Warrants and Series B Warrants “are subject to a ‘reset’
provision” that may increase the number of shares of Common Stock underlying each Warrant. Please revise your disclosure to prominently disclose the material terms and conditions of the reset provision and explain the potential additional
dilution upon the “reset.” In response to the Staff’s comment, the Company revised the disclosure in the Amended
Preliminary Proxy Statement ( see pp. 13, 15, and 16 of the Amended Preliminary Proxy Statement).
 *   *    *
 Thank you for your attention to this letter. If you have any questions with respect to the foregoing, please contact the undersigned at (410) 659-2778. The Company would appreciate the Staff’s expeditious review of the Amended Preliminary Proxy Statement.

 Sincerely,

 /s/ William I. Intner

 cc:
 Marc H. Hedrick, M.D., President and Chief Executive Officer
 Andrew Sims, Chief Financial Officer
 Andrew Strong, Hogan Lovells US LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 24, 2025

Marc H. Hedrick
President and Chief Executive Officer
Plus Therapeutics, Inc.
2710 Reed Rd, Suite 160
Houston, TX 77051

 Re: Plus Therapeutics, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed March 14, 2025
 File No. 001-34375
Dear Marc H. Hedrick:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A
General

1. We note your references in your preliminary proxy statement to an
"alternative
 cashless exercise" feature in the Series B Warrants. The term "cashless
exercise" is
 generally understood to allow a warrant holder to exercise a warrant
without paying
 cash for the exercise price and reducing the number of shares receivable
by the holder
 by an amount equal in value to the aggregate exercise price the holder
would
 otherwise pay to exercise the warrant(s). In cashless exercises, it is
expected that the
 warrant holder receives fewer shares than they would if they opted to
pay the exercise
 price in cash. Please clarify your disclosure throughout by revising the
references to
 "alternative cashless exercise" and exclusively using the term "zero
exercise price" or
 another appropriate term that conveys that, in addition to the company
receiving no
 cash upon the "alternative cashless exercise," the warrant holders would
be entitled to
 receive more shares than they would under the cash exercise terms or the
cashless
 exercise terms of the warrants.
 March 24, 2025
Page 2
2. We note your disclosure on page 16 that if stockholders approve the
Issuance
 Proposal, assuming the full exercise of the Warrants at the floor price
of $0.132, and
 assuming the Series B Warrants are exercised on an alternative cashless
exercise
 basis, an aggregate of approximately 1,542,317,700 additional shares of
common
 stock will be issued and the ownership interest of your existing
stockholders would be
 correspondingly reduced. In each instance in your proxy statement where
you describe
 Proposal 2, which is asking stockholders to approve the issuance of the
common stock
 underlying such warrants, please clarify the total number of Series A
and Series B
 warrants that were issued and the total number of common stock that may
be issuable
 upon the exercise of those warrants, using the assumptions you disclose
on page 16.
3. We note your disclosure on page 13 that your Series A Warrants and
Series B
 Warrants are subject to a reset provision that may increase
the number of shares of
 Common Stock underlying each Warrant. Please revise your disclosure to
 prominently disclose the material terms and conditions of the reset
provision and
 explain the potential additional dilution upon the reset.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Daniel Crawford at 202-551-7767 or Jason Drory at
202-551-8342
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: William Intner, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CORRESP

 Plus Therapeutics, Inc.

4200 Marathon Blvd., Suite 200

Austin, TX 78756

 June 20, 2024

VIA EDGAR

 Mr. Tyler Howes

Office of Life Sciences

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street N.E.

Washington, D.C. 20549

Re:
 Plus Therapeutics, Inc.

Registration Statement on Form S-1

File No. 333-280061

Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, the undersigned, on behalf of Plus Therapeutics, Inc. (the “Company”), respectfully requests that the effective date of the Registration Statement on Form
S-1 referred to above be accelerated so that it will become effective at 5:00 P.M. Eastern Time on June 24, 2024, or as soon as practicable thereafter, or at such other time as the Company may orally
request by telephone.

 Please contact William Intner of Hogan Lovells US LLP, counsel to the Company, at
(410) 659-2778, to provide notice of effectiveness, or if you have any questions or require additional information regarding this matter. Thank you for your assistance and cooperation in this matter.

 Very truly yours,

 PLUS THERAPEUTICS, INC.

By:

 /s/ Marc H. Hedrick

March H. Hedrick

President and Chief Executive Officer

cc:
 Andrew Sims, Plus Therapeutics, Inc.

Kara Davis, Plus Therapeutics, Inc

William Intner, Hogan Lovells US LLP

Andrew L. Strong, Hogan Lovells US LLP

United States securities and exchange commission logo
June 14, 2024
Marc H. Hedrick, M.D.
Chief Executive Officer
Plus Therapeutics, Inc.
4200 Marathon Blvd., Suite 200
Austin, TX 78756
Re:Plus Therapeutics, Inc.
Registration Statement on Form S-1
Filed June 7, 2024
File No. 333-280061
Dear Marc H. Hedrick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew L. Strong, Esq.

United States securities and exchange commission logo
November 17, 2023
Andrew Sims
Chief Financial Officer
PLUS THERAPEUTICS, INC.
4200 Marathon Blvd., Suite 200
Austin, TX 78756
Re:PLUS THERAPEUTICS, INC.
Registration Statement on Form S-1
Filed November 14, 2023
File No. 333-275531
Dear Andrew Sims:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       William Intner

CORRESP
1
filename1.htm

CORRESP

 PLUS THERAPEUTICS, INC.

4200 Marathon Blvd.

 Suite 200

Austin, TX 78756

 November 17, 2023

VIA EDGAR

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Plus Therapeutics, Inc.

Registration Statement on Form S-1 (File No. 333-275531)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

 Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, Plus Therapeutics, Inc., a Delaware corporation, hereby requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced
Registration Statement on Form S-1 (File No. 333-275531) and declare the Registration Statement effective as of Monday, November 20, 2023, at 9:00 a.m.,
Eastern time, or as soon as practicable thereafter.

 Please contact the undersigned at (210)
974-6913, or David Will of Hogan Lovells US LLP at (212) 918-3785 with any questions. Also, please notify Mr. Will when this request for acceleration has been
granted.

Very truly yours,

PLUS THERAPEUTICS, INC.

By:

/s/ Andrew Sims

Name: Andrew Sims

Title: Chief Financial Officer

cc:
 David Will, Hogan Lovells US LLP

CORRESP
1
filename1.htm

CORRESP

 PLUS THERAPEUTICS, INC.

4200 Marathon Blvd.

 Suite 200

Austin, TX 78756

 August 16, 2023

VIA EDGAR

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Plus Therapeutics, Inc.

 Registration Statement on Form S-1 (File No. 333-273823)

 Request for Acceleration of Effective Date

Ladies and Gentlemen:

 Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, Plus Therapeutics, Inc., a Delaware corporation, hereby requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced
Registration Statement on Form S-1 (File No. 333-273823) and declare the Registration Statement effective as of Friday, August 18, 2023, at 5:00 p.m., Eastern
time, or as soon as practicable thereafter.

 Please contact the undersigned at (210) 974-6913, or
David Will of Hogan Lovells US LLP at (212) 918-3785 with any questions. Also, please notify Mr. Will when this request for acceleration has been granted.

Very truly yours,

PLUS THERAPEUTICS, INC.

By:

 /s/ Andrew Sims

Name: Andrew Sims

Title: Chief Financial Officer

cc:
 David Will, Hogan Lovells US LLP

United States securities and exchange commission logo
August 16, 2023
Andrew Sims
Chief Financial Officer
Plus Therapeutics, Inc.
4200 Marathon Blvd., Suite 200
Austin, TX 78756
Re:Plus Therapeutics, Inc.
Registration Statement on Form S-1
Filed August 9, 2023
File No. 333-273823
Dear Andrew Sims:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       William Intner

United States securities and exchange commission logo
August 15, 2022
Andrew Sims
Chief Financial Officer
Plus Therapeutics, Inc.
4200 Marathon Blvd., Suite 200
Austin, TX 78756
Re:Plus Therapeutics, Inc.
Registration Statement on Form S-1
Filed August 9, 2022
File No. 333-266684
Dear Mr. Sims:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew Strong, Esq.

CORRESP
1
filename1.htm

CORRESP

 PLUS THERAPEUTICS, INC.

4200 Marathon Blvd.

 Suite 200

Austin, TX 78756

 August 15, 2022

VIA EDGAR

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Plus Therapeutics, Inc.

Registration Statement on Form S-1 (File
No. 333-266684)

 Request for Acceleration of Effective Date

Ladies and Gentlemen:

 Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, Plus Therapeutics, Inc., a Delaware corporation, hereby requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced
Registration Statement on Form S-1 (File No. 333-266684) and declare the Registration Statement effective as of Wednesday, August 17, 2022, at 4:00 p.m.,
Eastern Daylight Time, or as soon as practicable thereafter.

 Please contact William I. Intner of Hogan Lovells US LLP at (410) 659-2778 with any questions. Also, please notify Mr. Intner when this request for acceleration has been granted.

Very truly yours,

PLUS THERAPEUTICS, INC.

By:

 /s/ Andrew Sims

Name: Andrew Sims

Title: Chief Financial Officer

cc:
 William I. Intner, Hogan Lovells US LLP

United States securities and exchange commission logo
September 8, 2021
Andrew Sims
Chief Financial Officer
Plus Therapeutics, Inc.
4200 Marathon Blvd., Suite 200
Austin, TX 78756
Re:Plus Therapeutics, Inc.
Registration Statement on Form S-1
Filed September 3, 2021
File No. 333-259325
Dear Mr. Sims:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Gessert at 202-551-2326 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

CORRESP

 PLUS THERAPEUTICS, INC.

4200 Marathon Blvd.

 Suite 200

Austin, TX 78756

 September 8, 2021

VIA EDGAR

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Plus Therapeutics, Inc.

 Registration Statement on Form S-1 (File No. 333-259325)

 Request for Acceleration of Effective Date

Ladies and Gentlemen:

 Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, Plus Therapeutics, Inc., a Delaware corporation, hereby requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced
Registration Statement on Form S-1 (File No. 333-259325) and declare the Registration Statement effective as of Friday, September 10, 2021, at 5:00 p.m.,
Eastern time, or as soon as practicable thereafter.

 Please contact the undersigned at (737)
255-7194, or Nicholas Griffin of Hogan Lovells US LLP at (713) 632-1488 with any questions. Also, please notify Mr. Griffin when this request for acceleration has
been granted.

Very truly yours,

PLUS THERAPEUTICS, INC.

By:

 /s/ Andrew Sims

Name: Andrew Sims

Title: Chief Financial Officer

cc:
 Nicholas Griffin, Hogan Lovells US LLP

CORRESP
1
filename1.htm

CORRESP

 PLUS THERAPEUTICS, INC.

4200 Marathon Blvd., Suite 200

Austin, Texas 78756

 March 5,
2021

 VIA FACSIMILE AND EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

 Washington,
D.C. 20549

Re:
 Plus Therapeutics, Inc. - Registration Statement – Form S-1

 File No. 333-253612

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Plus Therapeutics, Inc. (the
“Registrant”) hereby requests that the effective date of the above-referenced registration statement on Form S-1 (File No. 333-253612) (the
“Registration Statement”) be declared effective on March 9, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of
the Commission. The Registrant hereby authorizes each of Davina K. Kaile and Ian L. Cohen of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Davina K. Kaile of
Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, at (650) 233-4564, or in her absence, Ian L. Cohen at (212) 858-1185.

[Signature Page Follows]

 Sincerely,

 PLUS THERAPEUTICS, INC.

 By:

 /s/ Marc H. Hedrick, MD

 Marc H. Hedrick, MD

 President and Chief Executive Officer

cc:
 Andrew Sims

Davina K. Kaile, Esq.

United States securities and exchange commission logo
March 4, 2021
Andrew Sims
Chief Financial Officer
PLUS THERAPEUTICS, INC.
4200 Marathon Blvd., Suite 200
Austin, TX 78756
Re:Plus Therapeutics, Inc.
Registration Statement on Form S-1
Filed February 26, 2021
File No. 333-253612
Dear Mr. Sims:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kasey Robinson at 202-551-5880 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew Strong

CORRESP
1
filename1.htm

pstv-corresp.htm

PLUS THERAPEUTICS, INC.

4200 Marathon Blvd., Suite 200

Austin, Texas 78756

November 3, 2020

VIA FACSIMILE AND EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

       Re:

Plus Therapeutics, Inc. - Registration Statement – Form S-1

File No. 333-249728

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Plus Therapeutics, Inc. (the “Registrant”) hereby requests that the effective date of the above-referenced registration statement on Form S‑1 (File No. 333-249728) (the “Registration Statement”) be declared effective on November 5, 2020, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Davina K. Kaile and Nicholas Griffin of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Davina K. Kaile of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, at (650) 233-4564, or in her absence, Nicholas Griffin at (713) 276-7628.

[Signature Page Follows]

Sincerely,

PLUS THERAPEUTICS, INC.

    By:

/s/ Marc H. Hedrick, MD

Marc H. Hedrick, MD

President and Chief Executive Officer

   cc:

Andrew Sims

Davina K. Kaile, Esq.

United States securities and exchange commission logo
November 3, 2020
Andrew Sims
Chief Financial Officer
PLUS THERAPEUTICS, INC.
4200 Marathon Blvd., Suite 200
Austin, TX 78756
Re:PLUS THERAPEUTICS, INC.
Registration Statement on Form S-1
Filed October 29, 2020
File No. 333-249728
Dear Mr. Sims:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact James Young at 202-551-4679 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Davina Kaile

CORRESP
1
filename1.htm

pstv-corresp.htm

PLUS THERAPEUTICS, INC.

4200 Marathon Blvd., Suite 200

Austin, Texas 78756

October 15, 2020

VIA FACSIMILE AND EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

       Re:

Plus Therapeutics, Inc. - Registration Statement – Form S-3

File No. 333-249410

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Plus Therapeutics, Inc. (the “Registrant”) hereby requests that the effective date of the above-referenced registration statement on Form S‑3 (File No. 333-249410) (the “Registration Statement”) be declared effective on October 19, 2020, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Davina K. Kaile and Nicholas Griffin of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Davina K. Kaile of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, at (650) 233-4564, or in her absence, Nicholas Griffin at (713) 276-7628.

[Signature Page Follows]

Sincerely,

PLUS THERAPEUTICS, INC.

    By:

/s/ Marc H. Hedrick, MD

Marc H. Hedrick, MD

President and Chief Executive Officer

   cc:

Andrew Sims

Davina K. Kaile, Esq.

United States securities and exchange commission logo
October 15, 2020
Marc Hedrick, MD
President and Chief Executive Officer
Plus Therapeutics, Inc.
4200 Marathon Blvd., Suite 200
Austin, TX 78756
Re:Plus Therapeutics, Inc.
Registration Statement on Form S-3
Filed October 3, 2020
File No. 333-249410
Dear Mr. Hedrick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason L. Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew L. Strong

CORRESP
1
filename1.htm

pstv-corresp.htm

September 20, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C.  20549

Re:

PLUS THERAPEUTICS, INC.

Registration Statement on Form S-1 (Registration No. 333-229485)

Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright & Co., LLC (“Wainwright”), as managing underwriter for the above-referenced offering, hereby concurs in the request by Plus Therapeutics, Inc. that the effective date of the above-referenced registration statement be accelerated to 12:00 P.M. Eastern Time on Monday, September 23, 2019, or as soon as practicable thereafter, pursuant to Rule 461 under the Securities Act.  Wainwright affirms that it is aware of its obligations under the Securities Act in connection with this offering.

Very truly yours,

H.C. WAINWRIGHT & CO., LLC

By:

__/s/ Edward D. Silvera____

Name: Edward D. Silvera

Title: Chief Operating Officer

430 Park Avenue | New York, New York 10022 | 212.356.0500

Security services provided by H.C. Wainwright & Co., LLC | Member: FINRA/SIPC

CORRESP
1
filename1.htm

pstv-corresp.DOCX.htm

Plus Therapeutics, Inc.

4200 Marathon Blvd., Suite 200

Austin, TX 78756

September 19, 2019

VIA EDGAR

Michael Fay

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Plus Therapeutics, Inc.

Registration Statement on Form S-1

Filed February 1, 2019

File No. 333-229485

Dear Mr. Fay:

Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Plus Therapeutics, Inc., respectfully requests that the effective date of the Registration Statement on Form S‑1 referred to above be accelerated so that it will become effective at 12:00 P.M. Eastern Time on September 23, 2019, or as soon as practicable thereafter.

If you have any questions or require additional information, please contact Cheston J. Larson, Esq. of Latham & Watkins LLP at (858) 523-5435.  Thank you for your assistance and cooperation in this matter.

Very truly yours,

PLUS THERAPEUTICS, INC.

By:

/s/ Marc H. Hedrick, M.D.

Marc H. Hedrick, M.D.

President and Chief Executive Officer

cc:Cheston J. Larson, Esq., Latham & Watkins LLP

Christopher G. Geissinger, Esq., Latham & Watkins LLP

February 6, 2019
Marc Hedrick
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 February 1, 2019
File No. 333-229485
Dear Dr. Hedrick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Fay at 202-551-3812 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Cheston J. Larson, Esq.

October 3, 2018
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 September 21, 2018
File No. 333-227485
Dear Dr. Hedrick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Caleb French at 202-551-6947 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Cheston J. Larson, Esq.

CORRESP
1
filename1.htm

cytx-corresp.DOCX.htm

Cytori Therapeutics, Inc.

3020 Callan Road

San Diego, CA 92121

October 3, 2018

VIA EDGAR

Caleb French

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Cytori Therapeutics, Inc.

Registration Statement on Form S-1

Filed September 21, 2018

File No. 333-227485

Dear Mr. French:

        Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Cytori Therapeutics, Inc., respectfully requests that the effective date of the Registration Statement on Form S-1 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on October 5, 2018, or as soon as practicable thereafter.

        If you have any questions or require additional information, please contact Cheston J. Larson, Esq. of Latham & Watkins LLP at (858) 523-5435.  Thank you for your assistance and cooperation in this matter.

Very truly yours,

CYTORI THERAPEUTICS, INC.

By:

/s/ Tiago M. Girão

Tiago M. Girão

Chief Financial Officer

cc:Cheston J. Larson, Esq., Latham & Watkins LLP

Christopher G. Geissinger, Esq., Latham & Watkins LLP

CORRESP
1
filename1.htm

cytx-corresp.htm

Cytori Therapeutics, Inc.

3020 Callan Road

San Diego, CA 92121

June 21, 2018

VIA EDGAR

Tom Jones

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Cytori Therapeutics, Inc.

Registration Statement on Form S-1

Filed April 27, 2018

File No. 333-224502

Dear Mr. Jones:

          Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Cytori Therapeutics, Inc., respectfully requests that the effective date of the Registration Statement on Form S-1 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on June 22, 2018, or as soon as practicable thereafter.

          If you have any questions or require additional information, please contact Cheston J. Larson, Esq. of Latham & Watkins LLP at (858) 523-5435.  Thank you for your assistance and cooperation in this matter.

Very truly yours,

CYTORI THERAPEUTICS, INC.

By:   /s/ Tiago M. Girão

Tiago M. Girão

Chief Financial Officer

cc:

Cheston J. Larson, Esq., Latham & Watkins LLP

Christopher G. Geissinger, Esq., Latham & Watkins LLP

Mail Stop 3030
May 1 8, 2018

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 27, 2018
 File No. 333 -224502

Dear Dr. Hedrick :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact Tom Jones at (202) 551 -3602 with any questions.

Sincerely,

 /s/ Tom Jones for

 Amanda Ravitz
Assistant Director
        Office of Electronics and Machinery

cc: Chest on J. Larson, Esq.

CORRESP
1
filename1.htm

cytx-corresp.htm

Cytori Therapeutics, Inc.

3020 Callan Road

San Diego, CA 92121

April 9, 2018

VIA EDGAR

Tim Buchmiller

Division of Corporation Finance

Office of Healthcare & Insurance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Cytori Therapeutics, Inc.

Registration Statement on Form S-3

Filed May 12, 2017

File No. 333-217988

Dear Mr. Buchmiller:

Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Cytori Therapeutics, Inc., respectfully requests that the effective date of the Registration Statement on Form S-3 referred to above be accelerated so that it will become effective at 5:00 P.M. Eastern Time on April 10, 2018, or as soon as practicable thereafter.

If you have any questions or require additional information, please contact Cheston J. Larson, Esq. of Latham & Watkins LLP at (858) 523-5435.  Thank you for your assistance and cooperation in this matter.

Very truly yours,

CYTORI THERAPEUTICS, INC.

By:

/s/ Tiago Girao

Tiago Girao

VP Finance and Chief Financial Officer

cc:

Cheston J. Larson, Esq., Latham & Watkins LLP

Christopher G. Geissinger, Esq., Latham & Watkins LLP

CORRESP
1
filename1.htm

cytx-corresp.htm

Cytori Therapeutics, Inc.

3020 Callan Road

San Diego, CA 92121

March 22, 2018

VIA EDGAR

Tim Buchmiller

Division of Corporation Finance

Office of Healthcare & Insurance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Cytori Therapeutics, Inc.

Registration Statement on Form S-3

Filed May 12, 2017

File No. 333-217988

Dear Mr. Buchmiller:

Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Cytori Therapeutics, Inc., respectfully requests that the effective date of the Registration Statement on Form S-3 referred to above be accelerated so that it will become effective at 5:00 P.M. Eastern Time on March 26, 2018, or as soon as practicable thereafter.

If you have any questions or require additional information, please contact Cheston J. Larson, Esq. of Latham & Watkins LLP at (858) 523-5435.  Thank you for your assistance and cooperation in this matter.

Very truly yours,

CYTORI THERAPEUTICS, INC.

By:

/s/ Tiago Girao

Tiago Girao

VP Finance and Chief Financial Officer

cc:

Cheston J. Larson, Esq., Latham & Watkins LLP

Christopher G. Geissinger, Esq., Latham & Watkins LLP

US-DOCS\99874553.2

CORRESP
1
filename1.htm

cytx-corresp.htm

Cytori Therapeutics, Inc.

3020 Callan Road

San Diego, CA 92121

November 1, 2017

VIA EDGAR

Tom Jones

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:     Cytori Therapeutics, Inc.

Registration Statement on Form S-1

Filed August 14, 2017

File No. 333-219967

Dear Mr. Jones:

Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Cytori Therapeutics, Inc., respectfully requests that the effective date of the Registration Statement on Form S-1 referred to above be accelerated so that it will become effective at 5:00 P.M. Eastern Time on November 2, 2017, or as soon as practicable thereafter.

If you have any questions or require additional information, please contact Cheston J. Larson, Esq. of Latham & Watkins LLP at (858) 523-5435.  Thank you for your assistance and cooperation in this matter.

Very truly yours,

CYTORI THERAPEUTICS, INC.

By: /s/ Tiago M. Girão

Tiago M. Girão

Chief Financial Officer

cc:Cheston J. Larson, Esq., Latham & Watkins LLP

Christopher G. Geissinger, Esq., Latham & Watkins LLP

Mail Stop 3030
May 19 , 2017

Marc H. Hedrick, M.D.
President and Chief Executive Officer
Cytori Therapeutics , Inc.
3020 Callan Road
San Diego, California 92121

Re: Cytori Therapeutics , Inc.
  Registration Statement on Form S-3
Filed  May 12, 2017
  File No.  333-217988

Dear  Dr. Hedrick :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Tim Buchmiller  at (202) 551 -3635  with any questions.

Sincerely,

/s/ Tim Buchmiller  for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Cheston J. Larson , Esq.
Latham & Watkins LLP

CORRESP
1
filename1.htm

cytx-corresp.htm

Cytori Therapeutics, Inc.

3020 Callan Road

San Diego, CA 92121

April 21, 2017

VIA EDGAR

Amanda Ravitz

Assistant Director

Office of Electronics and Machinery

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Cytori Therapeutics, Inc.

Registration Statement on Form S-3

Filed March 27, 2017

File No. 333-216947

Dear Ms. Ravitz:

Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Cytori Therapeutics, Inc. (the “Company”), respectfully requests that the effective date of the Registration Statement on Form S-3 referred to above be accelerated so that it will become effective at 4:30 P.M. Eastern Time on April 25, 2017, or as soon as practicable thereafter.

The undersigned, on behalf of the Company, acknowledges the following:

•

should the Securities and Exchange Commission (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.

If you have any questions or require additional information, please contact Cheston J. Larson, Esq. of Latham & Watkins LLP at (858) 523-5435.  Thank you for your assistance and cooperation in this matter.

Very truly yours,

CYTORI THERAPEUTICS, INC.

                                                                 By:  _/s/ Tiago M. Girão______

       Tiago M. Girão    Chief Financial Officer

cc:Cheston J. Larson, Esq., Latham & Watkins LLP

March 29, 2017

Marc H. Hedrick, M.D.
President and Chief Executive  Officer
Cytori Therapeutics, Inc .
3020 Callan Road
San Diego, CA 92121

Re: Cytori Therapeutics, Inc .
  Registration Statement on Form S-3
Filed  March 27, 2017
  File No.  333-216947

Dear Dr. Hedrick :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Brian Soares at (202) 551 -3580  with any questions.

Sincerely,

/s/ Brian Soares for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Chester J. Larson , Esq.
Latham & Watkins LLP

CORRESP
1
filename1.htm

cytx-corresp.htm

Cytori Therapeutics, Inc.

3020 Callan Road

San Diego, CA 92121

March 28, 2017

VIA EDGAR

Amanda Ravitz

Assistant Director

Office of Electronics and Machinery

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:      Cytori Therapeutics, Inc.

Registration Statement on Form S-1

Filed December 30, 2016

File No. 333-215365

Dear Ms. Ravitz:

Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Cytori Therapeutics, Inc. (the “Company”), respectfully requests that the effective date of the Registration Statement on Form S-1 referred to above be accelerated so that it will become effective at 4:30 P.M. Eastern Time on March 30, 2017, or as soon as practicable thereafter.

     The undersigned, on behalf of the Company, acknowledges the following:

•

should the Securities and Exchange Commission (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.

If you have any questions or require additional information, please contact Cheston J. Larson, Esq. of Latham & Watkins LLP at (858) 523-5435.  Thank you for your assistance and cooperation in this matter.

Very truly yours,

CYTORI THERAPEUTICS, INC.

By:  _/s/ Tiago M. Girão______

Tiago M. Girão

                         Chief Financial Officer

cc:Cheston J. Larson, Esq., Latham & Watkins LLP

Mail Stop 3030
January 10, 2017

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

Re: Cytori Therapeutics, Inc.
  Registration Statement on Form S-1
Filed  December 30, 2016
  File No.  333-215365

Dear Dr. Hedrick :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Heather Percival  at (202) 551 -3498  with any questions.

Sincerely,

 /s/ Heather Percival for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Cheston J. Larson, Esq.
 Latham & Watkins LLP

Mail Stop 3030
October 4, 2016

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

Re: Cytori Therapeutics, Inc.
Form 10 -K for Fiscal Year Ended December 31, 2015
Filed March 11, 2016
File No. 001-34375

Dear Dr. Hedrick :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  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 rules require.

Sincerely,

 /s/ Amanda Ravitz

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Jeremy Hayden, Esq.
 General Counsel

CORRESP
1
filename1.htm

cytx-corresp_20160930.htm

September 30, 2016

Via Edgarlink and Facsimile

Ms. Amanda Ravitz

Assistant Director, Office of Electronics and Machinery

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

RE: Cytori Therapeutics, Inc. (“Cytori”)

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed March 11, 2016

File No. 001-34375

Dear Ms. Ravitz:

This letter responds to the comments contained in your letter dated September 21, 2016 regarding our Annual Report on Form 10-K for the year ended December 31, 2015.

For your convenience, we have repeated your comment and set forth our response immediately after the comment. Our response should not be interpreted as an admission of any deficiency with respect to our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

Form 10-K/A for Fiscal Year Ended December 31, 2015 filed March 24, 2016

1. We note that you filed this amendment to your Form 10-K to include a corrected exhibit 32 because the certifications as originally filed identified the wrong periodic report. Please file an amended Form 10-K that contains the corrected certifications and that is accompanied by the entire periodic report, or advise.  For guidance, please see the Division of Corporation Finance’s Regulation S-K Compliance and Disclosure Interpretation Question 246.14, available on the Commission’s website. We also note that you should file the appropriate certifications required by Regulation S-K Item 601(b)(31) along with such amendment.

Cytori response:  We have prepared and filed an amended Form 10-K for the fiscal year ended December 31, 2015 that (i) contains the corrected certification for exhibit 32; (ii) is accompanied by the entire periodic report; and (iii) includes the appropriate certifications required by Regulation S-K Item 601(b)(31).

Ms. Amanda Ravitz

Securities and Exchange Commission

September 30, 2016

Page 2

As requested in your comment letter dated September 21, 2016, Cytori hereby acknowledges that:

·

Cytori 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

·

Cytori 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.

If I can facilitate the Staff’s review, or if the Staff has any questions on the information set forth herein, please telephone me at (858) 875-5211 or Marc Hedrick, our Chief Executive Officer, at (858) 875-5203.  Thank you for your time and consideration.

Sincerely,

/s/ Tiago Girao

Tiago Girao

Chief Financial Officer

Cytori Therapeutics, Inc.

3020 Callan Road

San Diego, CA 92121

Mail Stop 3030
September 2 1, 2016

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

Re: Cytori Therapeutics, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2015
Filed March 11, 2016
File No. 001 -34375

Dear Dr. Hedrick :

We have reviewed your filing an d 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.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and cir cumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K/A for Fiscal Year Ended December 31, 2015 filed March 24, 2016

1. We note that you filed this amendment to your Form 10 -K to include a corrected
exhibit  32 because the certifications as originally filed identified the wrong periodic
report.   Please file an amended Form 10 -K that contains the corrected certifications and
that is accompanied by the e ntire periodic report, or advise.   For guidance, please see the
Division of Corporation Finance’s Regulation S -K Compliance and Disclosure
Interpretation Question 246.14, available on the Commission’s website.   We also note
that you should file the appropr iate certifications required by Regulation S -K
Item 601(b)(31) along with such amendment.

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 Secu rities 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 h ave made.

Marc H.  Hedrick, MD
Cytori Therapeutics, Inc.
September 2 1, 2016
Page 2

  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;

 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 securiti es laws of the United States.

You may contact Kristin Lochhead  at (202) 551 -3664  or Gary Todd, Senior Accountant,
at (202) 551 -3605  if you have questions regarding comments on the financial statements and
related matters.  Please contact Caleb French  at (202) 551 -6947  or Tim Buchmiller, Senior
Attorney,  at (202) 551 -3635  with any other questions.

Sincerely,

 /s/ Tim Buchmiller for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Jeremy Hayden, Esq.
 General Counsel

CORRESP
1
filename1.htm

DLA Piper LLP (US)

4365 Executive Drive, Suite 1100

San Diego, California 92121-2133

www.dlapiper.com

Jeffrey T. Baglio

Jeff.baglio@dlapiper.com

T 858.677.1458

F 858.638.5058

May 25, 2016

Via UPS

Amanda Ravitz

Assistant Director

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:
Cytori Therapeutics, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed May 10, 2016

File No. 333-210628

Ladies and Gentlemen:

This letter responds to the letter of the staff (the “Staff”) of the United States Securities and Exchange Commission, dated May 24, 2016, to Marc H. Hedrick, MD, President and Chief Executive Officer of Cytori Therapeutics, Inc. (the “Company”) regarding the Amendment No. 1 to Registration Statement on Form S-1 filed by the Company on May 10, 2016 (the “Registration Statement”). The Company is publicly filing under separate cover Amendment No. 2 to the Registration Statement (the “Amendment”) in response to the Staff’s comments.

This letter sets forth the comment of the Staff in the comment letter and, following the comment, sets forth the Company’s response. We are enclosing a copy of the Amendment, together with a copy that is marked to show the changes from the initial filing.

Use of Proceeds

1.
We note your response to prior comment 3. If material amounts of other funds are necessary to accomplish the purposes for which the proceeds are to be obtained, state the amounts and intended sources of such funds needed for each specified purpose and the sources thereof.

Response:

In response to the Staff’s comment, and as discussed with Staff, the Company has revised the referenced disclosure (1) to clarify the primary uses of proceeds and the order of any residual uses, and (2) to state that the Company believes, even if it were only able to sell 25% of the maximum amount of units, that the net proceeds from the rights offering together with its cash on hand will be sufficient to fund its primary uses of proceeds.

Exhibit 5.1

2.
Please revise to opine that the rights and warrants are binding obligations of the registrant under the law of the jurisdiction governing those securities. Please refer to Section II.B.1.f. of Staff Legal Bulletin No. 19 available on our website.

May 25, 2016

Page Two

Response:

In response to the Staff’s comment, the Company has filed with the Amendment a revised Exhibit 5.1 opinion, which opines that the rights and warrants are binding obligations of the registrant under the law of the jurisdiction governing those securities.

*           *           *

We and the Company very much appreciate the Staff’s attention to the review of the Registration Statement. Please do not hesitate to contact me at (858) 677-1458 if you have any questions regarding this letter, the Registration Statement or the Amendment.

Very truly yours,

DLA Piper LLP (US)

/s/ Jeffrey Baglio

Jeffrey Baglio

Partner

cc: Via E-mail

Securities and Exchange Commission:

Tim Buchmiller

Tom Jones

Cytori Therapeutics, Inc.:

Marc H. Hedrick, MD

DLA Piper LLP (US):

Andrew Ledbetter

Patrick O’Malley

CORRESP
1
filename1.htm

May 25, 2016

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549-4561

Attn:
Ms. Ravitz

Mr. Buchmiller

Mr. Jones

Re:
Cytori Therapeutics, Inc.

Registration Statement on Form S-1

File No. 333-210628

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Cytori Therapeutics, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effectiveness of the above-referenced Registration Statement to 4:00 p.m., Eastern Time, on Thursday, May 26, 2016, or as soon thereafter as practicable.

The Company acknowledges that:

·
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, such declaration 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 contact Jeffrey Baglio of DLA Piper LLP (US) with any questions or comments at (858) 677-1458. Thank you for your assistance with this filing.

Very truly yours,

Cytori Therapeutics, Inc.

By:a

/s/ Tiago Girão

Name:

Tiago Girão

Title:

Chief Financial Officer

Mail Stop 3030

May 2 4, 2016

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

Re: Cytori Therapeutics, Inc.
 Amendment No. 1 to Registration Statement on Form S -1
Filed May 10, 2016
 File No. 333-210628

Dear Dr. Hedrick :

We have reviewed your amended registration statement  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.

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 comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 3, 2016 letter.

Use of Proceeds

1. We note your response to prior comment 3.  If material amounts of other fu nds are
necessary to accomplish the purposes for which the proceeds are to be obtained, state the
amounts and intended sources of such funds needed for each specified purpose and the
sources thereof.

Exhibit 5.1

2. Please revise to opine that the rights a nd warrants are binding obligations of the registrant
under the law of the jurisdiction governing those secur ities.  Please refer to
Section  II.B.1.f. of Staff Legal Bulletin No. 19  available on our website .

Marc H. Hedrick , MD
Cytori Therapeutics, Inc.
May 2 4, 2016
Page 2

 Please  contact  Tom Jones at (202) 551 -3602 or Tim Buchmi ller, 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.

CORRESP
1
filename1.htm

DLA Piper LLP (US)

4365 Executive Drive, Suite 1100

 San Diego, California  92121-2133

www.dlapiper.com

Jeffrey T. Baglio

Jeff.baglio@dlapiper.com

T   858.677.1458

F   858.638.5058

May 10, 2016

Via UPS

Amanda Ravitz

Assistant Director

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:
Cytori Therapeutics, Inc.

Registration Statement on Form S-1 filed April 6, 2016

 File No. 333-210628

Ladies and Gentlemen:

This letter responds to the letter of the staff (the "Staff") of the United States Securities and Exchange Commission, dated May 3, 2016, to Marc H. Hedrick, MD, President and Chief Executive Officer of Cytori Therapeutics, Inc. (the "Company") regarding the Registration Statement on Form S-1 filed by the Company on April 6, 2016 (the "Registration Statement").  The Company is publicly filing under separate cover Amendment No. 1 to the Registration Statement (the "Amendment") in response to the Staff's comments.  Please note that the Amendment also contains other updates to the Company's disclosures.

This letter sets forth the comment of the Staff in the comment letter and, following the comment, sets forth the Company's response.  We are enclosing a copy of the Amendment, together with a copy that is marked to show the changes from the initial filing.

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 securities 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.

Response:

In response to the Staff's comment, the Company has amended the Registration Statement to include all information other than that which can be omitted per Rule 430A.

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 may also reserve the 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.

Response:

In response to the Staff's comment, the Company has revised its disclosure on page 23 to disclose the amount of net proceeds it intends to use for each stated purpose. Assuming the Company sells all $20,000,000 of Units registered, we estimate that the net proceeds from the Rights Offering will be approximately $18.2 million. The Company intends to use approximately $10.0 million of such net proceeds from the exercise of Subscription Rights research and development, including our clinical trials, further development of our Celution System products and other related research and development and approximately $8.2 million of such net proceeds for general corporate purposes, including our sales and marketing initiatives, including those relating to our potential commercialization of ECCS-50 in Europe, general administrative expenses, working capital and capital expenditures.

Use of Proceeds, page 23

3.

Please 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.

Response:

In response to the Staff's comment, the Company has revised its disclosure on page 23 to quantify how it will allocate the proceeds for each disclosed purpose assuming it sells less than the maximum amount of securities it is offering.  The Company has disclosed its intended use of proceeds assuming it sells 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).

Response:

In response to the Staff's comment, the Company has filed the requested opinion as Exhibit 8.1 to the Amendment regarding the tax consequences described in the prospectus.

We and the Company very much appreciate the Staff's attention to the review of the Registration Statement.  Please do not hesitate to contact me at (858) 677-1458 if you have any questions regarding this letter, the Registration Statement or the Amendment.

Very truly yours,

DLA Piper LLP (US)

 /s/ DLA Piper LLP (US)

Jeffrey T. Baglio

Partner

cc: Via E-mail

Securities and Exchange Commission:

Tim Buchmiller

Tom Jones

Cytori Therapeutics, Inc.:

Marc H. Hedrick, MD

DLA Piper LLP (US):

Andrew Ledbetter

Patrick O'Malley

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.

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

       DIVISION OF
CORPORATION FINANCE
      September 24 , 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 Fiscal Year Ended December 31, 2013
Filed March 14, 2014
File No. 001-34375

Dear Mr.  Hedrick :

We have completed our review of your filings.  We remind you that our
comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filings and the
company may not assert staff comment s as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.  We
urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filings to be certain that th e filings include the information the Securities Exchange
Act of 1934 and all applicable rules require.

Sincerely,

       /s/ Martin James

Martin James
Senior Assistant Chief Accountant

cc:  Mr. Tiago Girão  (via E -mail)

CORRESP
1
filename1.htm

    cytori_092214.htm

September 22, 2014

Via Edgarlink and Facsimile

Mr. Martin James

Senior Assistant Chief Accountant

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

RE: Cytori Therapeutics, Inc. (“Cytori”)

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

Filed August 11, 2014

File No. 001-34375

Dear Mr. James:

This letter respond to the comment contained in your letter dated September 19, 2014, regarding our Quarterly Report on Form 10-Q for the period ended June 30, 2014.

For your convenience, we have repeated your comment and set forth our response immediately after the comment. Our response below should not be interpreted as an admission of any deficiency with respect to our Quarterly Report on Form 10-Q for the period ended June 30, 2014.

Note 7. Revenue Recognition, Page 9

1. We note your response to prior comment 6.   Please tell us if the change in timing for revenue recognition until cash is collected is applicable to all new customers or only to new customers within Japan.  If the new timing applies to all new customers, please tell us the basis for the change in timing for customers outside Japan.

Cytori response: The change in timing for revenue recognition until cash is collected is applicable to all new customers, not only to those in Japan. The basis for changing the timing of revenue recognition for customers that had not developed sufficient payment history with us (and a letter of credit was not in place) at the time of the transaction is due to our recent experience of collectability delays in multiple geographies. An example of this includes the European customer described in response to your prior comment 2.  Based on the recent collectability delays experienced for new customers in and outside of Japan, we determined there was a heightened risk of collectability and it was appropriate to change the timing for revenue recognition for all customers that had not developed sufficient payment history with us (and a letter of credit was not in place) at the time of the transaction.

Our response to prior comment 6 was focused on Japan as that has been the majority of our sales activity to new customers.  At June 30, 2014, we note the total revenue deferred as a result of this change in timing for revenue recognition for all non-Japanese customers in 2014 is approximately $3,000.

As requested in your comment letter dated September 19, 2014, Cytori hereby acknowledges that:

·

Cytori 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

·

Cytori 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.

If I can facilitate the Staff’s review, or if the Staff has any questions on the information set forth herein, please telephone me at (858) 875-5203 or Tiago Girao at (858) 875-5211.  Thank you for your time and consideration.

Sincerely,

/s/ Marc H. Hedrick

Marc H. Hedrick

President & Chief Executive Officer

Cytori Therapeutics, Inc.

3020 Callan Road

San Diego, CA 92121

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

       DIVISION OF
CORPORATION FINANCE
      September 19, 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 -Q for the Quarterly Period Ended June 30, 2014
Filed August 11, 2014
File No. 001-34375

Dear Mr.  Hedrick :

We have reviewed your response letter dated September 1 9, 2014 and filing s and
have the following comment .  In our comment , we may ask you to provide us with
information so we may better understand your 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 this comment , we may
have  additional comments.

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

Item 1.  Financial Statements

Note 7. Revenue Recognition, page 9

1. We note your response to prior comment 6.   Please tell us if the change in timing
for revenue recognition until cash is collected is applicable to all new customers
or only to new customers within Japan.  If the new timing applies to all new
customers, pl ease tell us the basis for the change in timing for customers outside
Japan.

Marc Hedrick
Cytori Therapeutics, Inc.
September 19, 2014
Page 2

 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 t he 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

cc:  Mr. Tiago Girão  (via E -mail)

CORRESP
1
filename1.htm

September 19, 2014

Via Edgarlink and Facsimile

Mr. Martin James

Senior Assistant Chief Accountant

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

RE: Cytori Therapeutics, Inc. (“Cytori”)

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

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. James:

This letter responds to the comments contained in your letter dated August 27, 2014, regarding our Annual Report on Form 10-K for the year ended December 31, 2013 and our Quarterly Report on Form 10-Q for the period ended June 30, 2014.

For your convenience, we have repeated each of your comments and set forth our response immediately after each comment. None of our responses below should be interpreted as an admission of any deficiency with respect to our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and our Quarterly Report on Form 10-Q for the period ended June 30, 2014.

Form 10-K for the Fiscal Year Ended 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 discussion 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 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 future. Refer to FR-72.

Mr. Martin James

Securities and Exchange Commission

September 19, 2014

Page 2

Cytori response: In future filings, we will include an analysis of factors used in arriving at our critical estimates, as well as factors causing a significant change in an estimate to the extent possible and to the extent that such factors are material in nature. We will also address material changes in critical estimates period over period, and the likelihood of future changes is such estimates.

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.

Cytori response: The increase in reserves is due to aging of multiple accounts throughout 2013 for which an allowance was deemed necessary following our accounting policy. For each sale, in addition to application of the other relevant revenue recognition criteria, we performed a collectability assessment in order to conclude whether or not collectability was reasonably assured at the time of sale. This assessment consists of a combination, as available, of credit reporting agency data, third party queries, analysis of financial statements, and an understanding of the nature and business history of the customer (for example, is the customer a large research hospital or a small clinic). For each of the sales below, we determined that collectability was reasonably assured in accordance with U.S. generally accepted accounting principles at the time of the transaction.

Our policies for determining the allowances for doubtful accounts have not changed and have been applied consistently. More specifically, we reserved against the material accounts discussed below, which reflect our ongoing process of communication with the customers subsequent to the sale and the incorporation of changes to our estimates as new information became available throughout 2013.

Specifically, we identified three material customers which we had determined collectability was reasonable assured at the outset of the transaction and based on subsequent information received throughout 2013, we determined an allowance on their receivables was warranted. One customer was in Europe, and the other two were in Japan:

Mr. Martin James

Securities and Exchange Commission

September 19, 2014

Page 3

A.
The European customer purchased a StemSource Cell Bank in the fourth quarter of 2012. We recorded revenue in 2012 in accordance with our revenue recognition policy. During 2013, the customer indicated to us that they were changing their “fiscal domiciliation” from Switzerland to Portugal. During this process the Swiss authorities invoked a “Right of Retention” on the customer’s cash funds while they reviewed their tax and legal standing. During 2013, we received periodic updates, but in each case there was a delay in the expected payment. The increasing age of the receivable and the recurring “theme” of delay caused us to evaluate the likelihood of collection each quarter and to record an appropriate reserve. At December 31, 2013, we had recorded approximately $335,000 of reserve against the receivable of $551,000.

B.
A Japanese customer purchased a Celution device and related consumable products and we recorded revenue in 2012 in accordance with our revenue recognition policy. Later in 2013, this customer, a hospital, encountered multiple obstacles that effectively put payment to Cytori in jeopardy. This included a change in ownership at the hospital, and with that change came a reassessment of existing vendors and budgets. In addition, the plastic surgeon that was to manage the use of the Celution technology at the facility left the hospital. The hospital eventually entered into a restructuring event with the City of Kyoto. As a result of these events, which occurred subsequent to the date of sale, and the age of the receivable, we recorded approximately $259,000 of reserve against the receivable of $394,000 at December 31, 2013.

C.
A second Japanese customer (a distributor) purchased Celution devices and we recognized revenue in the 1st quarter of 2013 in accordance with our revenue recognition policy. The distribution agreement with the customer included terms and conditions such that rights, title, and interest in purchased products passed on delivery to the distributor. In addition, no rights of return or payment contingencies were contemplated in the agreement. As such, payment was due 60 days after delivery of the product to the distributor. Continuing dialogue with customer subsequent to the sale, the evolution of the Japanese regenerative medicine law further discussed in #6 below, and the aging of the receivable caused us to evaluate the likelihood of collection each quarter. Accordingly, at December 31, 2013, we had recorded approximately $319,000 of reserve against the receivable of $499,000.

Item 303(a) of Regulation S-K covers the discussion of financial condition and results of operations. Item 303(a)(1) and Item 303(a)(3) are most relevant to our analysis of doubtful accounts. We believe the liquidity of the company is not affected in a material way based on our revenue recognition policies or our expectations for timing of cash receipts from sales, as we are still a biotech company in the early phases of commercialization. As further described in Footnote 1, “Capital Availability,” our commercial activities are not yet profitable, and our liquidity is driven primarily by equity, debt, and licensing opportunities. Item 303(a)(3) refers to disclosures surrounding results of operations and we do not believe that the collectability issues we faced in 2013 represent a negative trend or significant unusual event relative to our operating loss of $30.7 million.

Mr. Martin James

Securities and Exchange Commission

September 19, 2014

Page 4

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.

Cytori response: The joint venture between Olympus Corporation and the Company was formed to develop and manufacture future generation devices (based on the Company’s existing Celution® System) that would process and purify adult stem and regenerative cells residing in adipose (fat) tissue. The alliance was intended to create synergies between two companies that share the same vision for regenerative medicine. Revenues and earnings from the joint venture were limited to royalties from sales of certain Cytori products, therefore, subsequent to the date of acquisition of the remaining 50% equity interest in the joint venture by Cytori, there were no revenues and earnings generated by the joint venture.

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.

Cytori response: The Company utilized the accounting framework under FASB ASC 470-50-40, Debt Modification or Extinguishment, to determine the accounting for the loan agreement (the “2013 Loan Agreement”) entered with Oxford Finance LLC and Silicon Valley Bank (the “Lenders”). The Company considered whether the 2013 Loan Agreement should be accounted for as an extinguishment or a modification of a prior loan agreement between the Company and Oxford Finance LLC, Silicon Valley Bank and General Electric Capital Corporation (the “2011 Loan Agreement”).

In order to determine whether the 2013 Loan Agreement should be accounted for as an extinguishment or a modification, the Company evaluated whether there had been a substantial change to the present value of the cash flows in accordance with ASC 470-50-40-12, using the terms of the 2011 Loan Agreement and the terms of the 2013 Loan Agreement. Following the authoritative guidance, we analyzed each creditor under the syndicate individually, and determined that as General Electric Capital Corporation did not participate in the 2013 Loan Agreement, the payoff of their portion of the 2011 Loan Agreement should be accounted for as debt extinguishment.

For the continuing lenders, and in accordance with ASC 470-50-40-12, we calculated the change in the present value of cash flows under the 2013 Loan Agreement and the 2011 Loan Agreement. This analysis considered the Company’s prepayment option, the prepayment fees, and other fees paid in connection with the refinancing. Additionally, the majority of the terms and conditions under the 2013 Loan Agreement and 2011 Loan Agreement remained consistent. As a result of this analysis, the change on a lender by lender basis in the present value of cash flows of the 2011 Loan Agreement as a result of the 2013 Loan Agreement was less than 10% for the continuing lenders. Therefore, the Company concluded that the amendment to the 2011 Loan Agreement for the continuing lenders did not result in a substantial change to the cash flows and should be accounted for as a modification.

Mr. Martin James

Securities and Exchange Commission

September 19, 2014

Page 5

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 profit percentages.

Cytori response: For clarification purposes, we have not formed a legal entity where Cytori and Lorem Vascular share common interest. We refer to a partnership with Lorem Vascular, in their capacity as Licensee and customer under the License and Supply Agreement. Under the terms of the License and Supply Agreement, we expect to recognize product revenue to the extent all revenue recognition criteria are met in line with our revenue recognition accounting policy. In addition, we expect to record revenues on the license fees at the time specific revenue milestones are met. Lastly, we expect to record revenue on the 30% of gross profit of specified territories, at the time such gross profits are realized by Lorem Vascular. Through June 30, 2014, none of the revenue milestones or gross profit amounts in the specified territories have been achieved, and so we have not recorded any revenues related to these components.

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 conclusion that collection is not reasonably assured.

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:

Mr. Martin James

Securities and Exchange Commission

September 19, 2014

Page 6

·
Tell us why you changed your revenue recognition policy. Explain in sufficient detail both your old and new revenue recognition policies.

Cytori response: We revised the timing of revenue recognition for certain customers due to our growing commercial experience internationally, which impacted our collectability assessment at the time of sale. In late 2012, we received a commercial operational license for our Japan subsidiary as well as a Class 1 Medical Device approval for our Celution technology. This approval allowed us to sell into a larger market in Japan. Also, during 2013, a new regenerative medicine law was enacted in Japan and although such law is not expected to become effective until later in 2014, it created significant uncertainty in the medical research and surgeon societies and provided downward pressure as the use and promotion of all regenerative cell therapies and technologies, including ours, and indirectly and negatively impacted the collectability of our Japanese receivables. The evolution of our customer base combined with the collection issues we were experiencing (refer to discussion in # 2 above) caused us to reevaluate the timing of revenue recognition for certain customers as a result of our collectability assessment. Accordingly, we determined that for customers that had not developed sufficient payment history with us and a letter of credit was not in place at the time of the transaction, considering all other revenue recognition criteria had been met, we would defer revenues until collectability was reasonably assured (e.g. cash was received).

·
Explain why the policy only applies to new customers. In this regard, discuss the extent to which your sales agreements with the new customers are different than your prior agreements.

Cytori response: The reevaluation of the collectability criterion was a reaction to new information indicating heightened collection risk related to new customers. Our experience has indicated that existing customers with a history of payment according to agreed upon terms generally pose less collection risk. Our sales agreements have not changed materially from agreements we have used in the past.

·
Discuss your basis under U.S. GAAP for both your old and new revenue recognition policies.

Cytori response: We have not changed the core principles in which we recognize revenue. As indicated in footnote 7 to the June 30, 2014 Form 10-Q, “We recognize revenue when the following fundamental criteria are met: (i)

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

CORRESP
1
filename1.htm

Acceleration Request

 February 12, 2014

Via EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, DC 20549-4561

Attn:
Mr. Jay Mumford

Re:
Cytori Therapeutics, Inc.

Registration Statement on Form S-3

File No. 333-192409

 Dear Mr. Mumford:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Cytori Therapeutics, Inc. (the “Company”) hereby
requests that the Securities and Exchange Commission (the “Commission”) accelerate the effectiveness of the above-referenced Registration Statement to 10:00 a.m., Eastern Standard Time, on Thursday, February 13, 2014, or as
soon thereafter as practicable.

 The Company acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, such declaration 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 contact Jeffrey T. Baglio of DLA Piper LLP (US) with any questions or comments at (858) 677-1458. Thank you for your
assistance with this filing.

Very truly yours,

Cytori Therapeutics, Inc.

By:

 /s/ Mark E. Saad

Name:

 Mark E. Saad

Title:

Chief Financial Officer

December 16 , 2013

Via E -mail
Christopher J. Calhoun
Chief Executive Officer
Cytori Therapeutics, Inc.
3020 Callan Road
San Diego, California 92121

Re: Cytori Therapeutics, Inc.
 Registration Statement on Form S-3
Filed November 19 , 2013
  File No. 333 -192409

Dear Mr. Calhoun :

We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, 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.   Where you do not believe our comment applies to your facts and
circumstances or d o not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.

Selling Stockho lder, Page 9

1. We note that the selling stockholder s were to acquire the shares to be sold in this
registration statement  in two parts .  The prospectus  indicates that four million of the
shares were to be paid for and transferred within 7 days of closing ; whereas, the
remaining four million shares are to be paid for and transferred within sixty days of the
effective date.  Please be note that this sixty day period is longer than  the “short time”
described Securities Act Compliance and Disclosure Interpret ations 139.11.   Please
revise or tell us why you believe that changes are unnecessary.   Also, please confirm that
the first half have already been paid for and transferred to the stockholder.

2. Please ensure you have resolved any confidential treatment ap plications prior to
requesting acceleration of this registration statement.

Christopher J. Calhoun
Cytori Therapeutics, Inc.
December 16, 2013
Page 2

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  1933 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 are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwith standing 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 t o 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 reques ts 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 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
adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

Please contact Jay Mumford at 202 -551-3637 or Daniel Morris  at 202 -551-3314  with any
questions.

Sincerely,

/s/ Daniel Morris for

        Amanda Ravitz
        Assistant Director

cc (via -email): Jeffrey T. Baglio , Esq.

September 17, 2012

Via E -mail
Mark Saad
Chief Financial Officer
Cytori Therapeutics, Inc.
3020 Callan Road
San Diego, CA 92121

Re: Cytori Therapeutics, Inc.
Form 10 -K for the Fiscal  Year Ended December 31, 2011
Filed March 13, 2012
File No. 001 -34375

Dear Mr. Saad :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  We urge all persons  who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

        Sincerely,

        /s/ Brian Cascio

        Brian Cascio
        Accounting Branch Chief

CORRESP
1
filename1.htm

    corresp090712.htm

Cytori Therapeutics, Inc.

3020 Callan Road

San Diego, California  92121

www.cytori.com

T   858.458.0900

F   858.458.0994

September 7, 2012

Via EDGAR

Brian Cascio

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, D.C. 20549

Re:

Cytori Therapeutics, Inc.

Form 10-K for the Fiscal Year ended December 31, 2011

Filed March 13, 2012

File No. 000-34375

Dear Mr. Cascio:

This letter responds to the letter of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), dated August 23, 2012, to Mark Saad, Chief Financial Officer of Cytori Therapeutics, Inc. (the “Company”) regarding the Form 10-K for the fiscal year ended December 31, 2011, filed by the Company on March 13, 2012 (the “Form 10-K”).

This letter sets forth the comments of the Staff in the comment letter and, following each comment, sets forth the Company’s response.

Note 2.  Revenue Recognition, page 53

1.

We note that your products, including stem cell banks, typically involve the delivery of, “a complex array of equipment, proprietary knowledge, and services,” and that you, “account for products or services (deliverables) separately, rather than as a combined unit.”  Please provide us with a description of your deliverables and units of accounting for these arrangements.  Confirm how your accounting policy complies with paragraphs 25-3 to 25-6 of FASB ASC 605-25 and specifically address how each unit of accounting complies with 25-5(a) and 25-5(c) of that literature.  Please also revise future filings to clearly identify the deliverables included in each separate unit of accounting and provide us with a copy of your proposed revised policy.

1

Response:  For our cell bank sales, we have identified the following specific deliverables:

A.

initial consulting services;

B.

license rights to our proprietary technology (with or without territorial exclusivity);

C.

standard operating procedures;

D.

tangible equipment and supplies;

E.

installation services;

F.

operations training services;

G.

hosting services for the bank database application tool;

H.

technical support; and

I.

maintenance services.

These deliverables are aggregated into six units of accounting, consisting of:

1)

initial consulting services;

2)

license rights and standard operating procedures;

3)

equipment, supplies, installation and training;

4)

database hosting services;

5)

technical support services; and

6)

maintenance services.

FASB ASC 605-25-25-3 clarifies that multiple contracts entered into with the same entity at or near the same time are presumed to have been negotiated as a package and are therefore to be evaluated as a single arrangement for purposes of determining the units of accounting.  In the case of our cell banks, we negotiate all deliverables as a package and enter into a single comprehensive agreement with the customer that specifies all deliverables, terms, and conditions of sale.  We therefore evaluate each cell bank transaction as a single arrangement for purposes of determining the units of accounting in accordance with the FASB ASC 605-25-25-3.

FASB ASC 605-25-25-4 requires that all deliverables of an arrangement must be evaluated for treatment as separate units of accounting.  We perform a separate analysis for each of our cell bank transactions to determine the applicable deliverables and units of accounting, as well as the allocation of proceeds to the respective units of accounting in accordance with the Relative Selling Price method.

FASB ASC 605-25-25-5 sets forth two criteria for evaluating whether separate units of accounting exist in a multiple-element transaction.  First, the delivered item(s) must have value to the customer on a standalone basis.  Second, if the arrangement contains a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the seller.  There is no general right of return associated with our cell bank arrangements, and therefore only the first criterion is relevant to our evaluation.

FASB ASC 605-25-25-6 requires that a delivered item or items that do not qualify as a separate unit of accounting within the arrangement to be combined with the other applicable undelivered items(s) within the arrangement. The allocation of arrangement consideration and the recognition of revenue then shall be determined for those combined deliverables as a single unit of accounting.

Our consideration and application of FASB ASC 605-25-25-5(a) and FASB ASC 605-25-25-6 is described further below for each of our units of accounting.

2

Initial Consulting Services

The negotiation of a cell bank sale involves many meetings with the prospective customer beyond simply attracting their interest in establishing a cell bank facility.  Questions of capital cost, breakeven business modeling, space and utility requirements, configuration, customization, certain access to the Company’s proprietary information, and staffing recommendations are all critical to the customer.  Feasibility and customization-related consulting services are routinely provided by many vendors as standalone deliverables.  Our cell bank agreements include a separately stated payment amount designed to cover these up front services and to ensure that we are paid for them regardless of the remaining delivery and performance conditions of the contracts.  Therefore, we believe these services have standalone value to the customer and constitute a separate unit of accounting.

Licensing Rights and Standard Operating Procedures

License rights are granted to the customer to utilize our proprietary information and intellectual property necessary for operation of the banking facility.  Standard operating procedures (“SOPs”) include instructions, operating procedures, and proprietary information we have developed through our clinical trials and patents.  We do not believe the SOPs have standalone value since the customer needs to have the license rights in order to implement the procedures.  Given the proprietary nature of our technology and SOPs, we believe customers could not purchase comparable SOPs from another vendor.  Therefore, the license rights and SOPs have standalone value to the customer as a group, and could be and have been sold as a group to a customer who already possesses the necessary equipment for banking.  If a right of territorial exclusivity is granted, the right protects and enhances the value of the license and SOPs to the customer.

Equipment, Supplies, Installation and Training

Each cell bank sale is unique to the customers’ specifications, and the deliverables will vary accordingly.  A cell bank can be thought of as consisting of a number of components chosen from a larger menu of options.

Most of our cell bank transactions include equipment, ranging from a bare minimum (if a customer already owns all or most equipment required for banking cells or tissue) to a complete suite of hardware including Company products as well as equipment from other suppliers.  The equipment has standalone value because it can be used for multiple purposes and is sold separately.

A cell bank equipment installation is a specialized and complex process, and we do not believe that it could be readily performed by other vendors.  The service is not sold separately.  Therefore, we do not consider the installation services to have standalone value apart from the equipment.  Training is provided upon installation of the equipment.

Database Hosting Services

The Company supplies database hosting services for a web-based banking client registry and data management system.  Because the software application resides on Company servers and the Company will provide ongoing access to it through the internet, this constitutes a hosting service deliverable.  As our customers cannot take possession of the software at any time during the hosting arrangement, we do not apply the guidance in FASB ASC 985-605 to this deliverable.

The hosting services are provided subsequent to the bank installation, and they are generally included in the contract price for the first year of the agreement.  Subsequent years of hosting can be purchased separately by the customer.  Hosting services are unrelated to the other future deliverables of technical support and maintenance.  They have standalone value, since they can be sold separately to our customers as well as in bundled arrangements that include maintenance or other services.

3

Technical Support Services

The Company provides technical support to its customers to help them solve equipment or process questions and issues.  Like hosting, these services are provided subsequent to the bank installation, and they are generally included in the contract price for the first year of the agreement.  Subsequent years of support can be purchased separately by the customer.  Technical support services are unrelated to the other future deliverables of hosting and maintenance.  They have standalone value, since they are offered as a separate service to our customers as well as in bundled arrangements that include maintenance or other services.

Maintenance Services

The Company provides periodic maintenance to its customers for certain equipment.  Like hosting and technical support, these services are provided subsequent to the bank installation, and they are generally included in the contract price for the first year of the agreement.  Subsequent years of maintenance can be purchased separately by the customer.  Maintenance services are unrelated to the other future deliverables of hosting and technical support.  They have standalone value, since they are offered as a separate service to our customers as well as in bundled arrangements that include hosting or other services.

Proposed Future Disclosure:

For sales that include multiple deliverables, such as sales of our StemSource® Cell Bank (cell bank), we account for products or services (deliverables) separately rather than as a combined unit.  Stem cell banks typically consist of a complex array of equipment, proprietary knowledge, license rights, and services, including one or more StemSource® devices, a cryogenic freezer, measuring and monitoring equipment, and a database patient tracking system. In addition, we typically provide training services concurrent with the installation of the cell bank.  Web hosting, technical support and maintenance services are generally provided for a period of up to one year subsequent to the date of sale.  FASB ASC 605-25 requires an evaluation of these deliverables to determine the appropriate “units of accounting” for purposes of revenue recognition.  Based on this evaluation, we have identified the following units of accounting:

·

initial consulting services;

·

license rights and standard operating procedures;

·

equipment and supplies, installation and training;

·

database hosting services;

·

technical support services; and

·

maintenance services.

FASB ASC 605-25 establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence (“VSOE”); (b) third-party evidence (“TPE”); or (c) management estimates. This guidance requires arrangement consideration to be allocated at the inception of the arrangement to all deliverables using the relative selling price method.  For our cell bank sales, we establish relative selling prices for deliverables based on vendor-specific quotes for comparable services when available.  In the absence of VSOE, we use competitors’ products or services considered largely interchangeable with our own or our managements’ best estimate.  Revenue allocated to each unit of accounting is calculated and recognized based on the relative selling price of each deliverable.  Future services such as web hosting and ongoing maintenance are deferred and recognized into income as the services are provided, generally over one year following the installation of the equipment.

4

Research and Development, page 54

2.

In future filings please disclose the specific R&D milestones achieved that resulted in the recognition of revenue from the Olympus-Cytori Joint Venture each period.

Response:  Pursuant to the Staff’s comment, we will disclose in future filings the specific R&D milestones achieved, similar to the following example:

During the year ended December 31, 2011, we recognized $1,992,000 of revenue associated with our arrangements with Olympus as a result of achieving a product development milestone related to additional preproduction development of the Celution® One System and a regulatory milestone related to our obtaining CE Mark claims for the Celution® One System in Europe.  During the year ended December 31, 2010, we recognized $2,122,000 of revenue associated with our arrangements with Olympus as a result of achieving two milestones, one in product development for work in preproduction development of the Celution® One System, and one clinical milestone related to the assessment of trial outcomes at 6 months in one of our cardiac trials.  During the year ended December 31, 2009, we recognized $8,840,000 of revenue associated with our arrangement with Olympus as a result of achieving three clinical milestones during the year, which reflected the achievement of the primary goals of safety and feasibility, the completion of the enrollment process for both of our clinical cardiac trials, and completion of a monitoring end point for one cardiac trial.

Note 12.  Stockholders’ Equity (Deficit), page 68

Common Stock, page 69

3.

We see that on December 13, 2010, you raised $10 million from the sale of unregistered common stock to Astellas Pharma, Inc. and that you attributed $2.5 million of the proceeds to deferred revenue.  Please describe for us the accounting basis for recognizing the difference between the proceeds received and the fair value of your common shares as deferred revenue.  Provide us with specific references to the authoritative accounting literature which supports your conclusion.  Please also describe for us the additional rights Astellas received as part of this arrangement, clarify how those rights impacted your accounting for the transaction and describe any preexisting relationships with Astellas prior to this agreement.

Response:  As part of the sale of common shares to Astellas, the Company granted Astellas the following additional rights:

·

two year right of first refusal (“ROFR”) for a worldwide research, development and/or commercialization partnership using the Company’s products and technologies in the treatment of liver disease;

·

non-voting observer seat on the Company’s board-of-directors; and

·

participation in a newly formed scientific advisory board.

Prior to this agreement, we had no preexisting relationships with Astellas.  Per the agreement, the Company and Astellas will further explore collaboration for an advanced regenerative technology.  Based on the then-current market value of our stock, Astellas paid approximately $2.5 million in excess of the fair value of those shares.

5

Management evaluated the strategic purpose of the agreement with Astellas.  Liver disease is an area we do not currently have the resources to devote our full attention to, as we must concentrate our limited resources on our cardiac trials and related regulatory interests.  Astellas intends to dedicate research and development efforts to the development and commercialization of therapeutic treatments for the treatment of liver disease.  To this end, they are interested in obtaining access to the Company’s technology.  The ROFR gives them a preferential right to do so during the two year period.  Said another way, the ROFR gives them the first po

August 23, 2012

Mark Saad
Chief Financial Officer
Cytori Therapeutics, Inc.
3020 Callan Road
San Diego, CA 92121

Re: Cytori Therapeutics, Inc.
Form 10 -K for the Fiscal Year Ended December 31, 2011
Filed March 13, 2012
File No. 001-34375

Dear Mr. Saad :

We have reviewed your filing an d have the following comments.  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 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 within ten business days by amending your filing, 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 or do not
believe an amendment is appropriate, please tell us why in your respons e.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2011

Note 2. Revenue Recognition, page 53

Product Sales, page 53

1. We note that your products, including stem cell banks, typically involve the delivery of,
“a complex array of equipment, proprietary knowledge, and services,” and that you,
“account  for products or services (deliverables) separately, rather than as a combined
unit.” Please provide us with a description of your deliverables and units of accounting
for these arrangements. Confirm how your accounting policy complies with paragraphs
25-3 to 25 -6 of FASB ASC 605 -25 and specifically address how each unit of accounting
complies with 25 -5(a) and 25 -5(c) of that literature. Please also revise future filings to

Mark Saad
Cytori Therapeutics, Inc.
August 23 , 2012
Page 2

 clearly identify the deliverables included in each separate unit of accounting and p rovide
us with a copy of your proposed revised policy.

Research and Development, page 54

2. In future filings please disclose the specific R&D milestones achieved that resulted in the
recognition of revenue from the Olympus -Cytori Joint Venture each perio d.

Note 12. Stockholders’ Equity (Deficit), page 68

Common Stock, page 69

3. We see that on December 13, 2010, you raised $10 million from the sale of unregistered
common stock to Astellas Pharma Inc. and that you attributed $2.5 million of the
proceeds t o deferred revenue. Please describe for us the accounting basis for recognizing
the difference between the proceeds received and the fair value of your common shares as
deferred revenue. Provide us with specific references to the authoritative accounting
literature which supports your conclusion. Please also describe for us the additional rights
Astellas received as part of this arrangement, clarify how those rights impacted your
accounting for the transaction and describe any preexisting relationships with  Astellas
prior to this agreement.

Exhibit 32 .1

4. We note that your Section 906 certification furnished in accordance with Item 601(b)(32)
of Regulation S -K improperly refers to the period ended December 31, 2010 . Please fil e
an amendment to your Form 10-K that includes the entire filing, including Section 302
certifications, together with Section 906 certifications that refer to the December 31, 2011
period.

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 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.

 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 di sclosure 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

Mark Saad
Cytori Therapeutics, Inc.
August 23 , 2012
Page 3

  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 Kevin Kuhar, Staff Accountant, at (202) 551 -3662 or me at (202) 551 -
3676 if  you have questions regarding comments on the financial statements  and related
matters.  In this regard, do not hesitate to contact Martin James, Senior Assistant Chief
Accountant, at (202) 551 -3671 with any other questions.

        Sincerely,

        /s/ Brian Cascio

        Brian Cascio
        Accounting Branch Chief

July 30, 2010

Mark E. Saad Chief Financial Officer Cytori Therapeutics, Inc. 3020 Callan Road
San Diego, California 92121

Re: Cytori Therapeutics, Inc.  Form 10-K for the fiscal year ended December 31, 2009
Filed March 12, 2010 File No. 000-32501
 Dear Mr. Saad:
We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

Martin James Acting Assistant Director

CORRESP
1
filename1.htm

    response_071410.htm

DLA Piper LLP (US)

4365 Executive Drive, Suite 1100

San Diego, California  92121-2133

www.dlapiper.com

David M. Eisler

david.eisler@dlapiper.com

T   858.677.1417

F   858.638.5017

July 14, 2010

Celia A. Soehner

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, D.C. 20549

Re:

Cytori Therapeutics, Inc.

Form 10-K for the fiscal year ended December 31, 2009

Filed March 12, 2010

File No. 000-32501

Dear Ms. Soehner:

This letter responds to the letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated June 29, 2010, to Mark Saad, Chief Financial Officer of Cytori Therapeutics, Inc. (the “Company”) regarding the Form 10-K for the fiscal year ended December 31, 2009, filed by the Company on March 12, 2010 (the “Form 10-K”), which incorporates by reference the Company’s proxy statement, filed by the Company on April 30, 2010 (the “Proxy Statement”).

This letter sets forth the comments of the Staff in the comment letter and, following each comment, sets forth the Company’s response.

Item 10.  Directors, Executive Officers and Corporate Governance, page 83

1.

We refer to your disclosure under “Board of Directors Leadership Structure” on page 9 of the proxy statement that you have incorporated by reference to your Form 10-K.  In future filings, please revise to indicate why you have determined that your leadership structure is appropriate given your specific characteristics or circumstances.  See Regulation S-K Item 407(h).  For example, it is unclear from your current disclosure why it currently is appropriate to separate the roles of your chief executive officer and chairman of the board, and what circumstances might require you to combine the two positions.

Response:  Pursuant to the Staff’s comment, the Company will undertake in future filings to further enhance its disclosure as follows:

Board of Directors Leadership Structure

Our bylaws and governance principles provide the Board of Directors with the flexibility to combine or separate the positions of Chairman and Chief Executive Officer in the future.   Historically, these positions have been separate.  Our Board believes that the separation of these

positions strengthens the independence of our Board and allows us to have a Chairman focused on the leadership of the Board while allowing our Chief Executive Officer to focus more of his time and energy on managing our operations.  The Board currently believes this structure works well to meet the leadership needs of the Board and of the company.  Christopher Calhoun, our Chief Executive Officer, has deep industry expertise and is able to devote substantial time to the company, and Ronald D. Henriksen, our Chairman, who has over forty years of experience in life sciences, is able to devote greater focus on longer term and strategic matters, and to provide related leadership to the Board.  As a result, we do not currently intend to combine these positions; however, a change in this leadership structure could be made if the Board of Directors determined it was in the best long-term interests of stockholders based on a departure of either our Chief Executive Officer or Chairman.  For example, if the two roles were to be combined, we believe that the independence of the majority of our directors, and the three fully independent Board committees, would provide effective oversight of our management and the company.

2.

We note from your disclosure under “Criteria for Board Membership” on page 11 of your proxy that your governance and nominating committee seeks candidates for the board “with a broad diversity of experience, skills, professions, and backgrounds.”  In future filings, please describe how this policy is implemented, as well as how the committee assesses the effectiveness of its policy as required by Regulation S-K Item 407(c)(2)(vi).

Response:  Pursuant to the Staff’s comment, the Company will undertake in future filings to further enhance its disclosure as follows:

Criteria for Board Membership.  In selecting candidates for appointment or re-election to the Board, the Governance and Nominating Committee seeks candidates with a broad diversity of experience, skills, professions, and backgrounds.  The criteria include the candidate’s integrity, business acumen, commitment, reputation among our various constituencies and communities, ability to make independent analytical inquiries, understanding of the Company’s business environment, and willingness to devote adequate time to Board duties.  There are no other pre-established qualifications, qualities or skills at this time that any particular Director nominee must possess and nominees are not discriminated against on the basis of race, religion, national origin, sexual orientation, disability or any other basis proscribed by law.  The Governance and Nominating Committee does not assign specific weights to particular criteria, nor has it adopted a particular policy.  Rather, the Board of Directors believes that the backgrounds and qualifications of the directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board of Directors to fulfill its responsibilities.  The goal of the Governance and Nominating Committee is to assemble a Board of Directors that brings to our company a variety of skills derived from high quality businesses and professional experience. The Committee seeks to insure that at least a majority of the directors are independent under NASDAQ rules, and that members of the Company’s Audit Committee meet the financial literacy and sophistication requirements under the NASDAQ rules, and at least one of them qualifies as an “audit committee financial expert” under the rules of the SEC.

Item 11.  Executive Compensation, page 83

3.

We note from page 17 of your definitive proxy statement that your compensation committee “utilizes several components of compensation to strike an appropriate balance between proposing sustainable and excellent performance and discouraging any inappropriate short-sighted risk-taking behavior.”  Please describe the process you undertook to reach the conclusion that disclosure pursuant to Regulation S-K Item 402(s) is not necessary.

Response:  Supplementally, we advise the Staff of the process the Company undertook to reach the conclusion that disclosure is not necessary under Regulation S-K Item 402(s).  The Company’s Compensation Committee undertook a review of the Company’s compensation policies and practices for senior management, including its named executive officers.  Based on that review, along with input from the Company’s Audit Committee and the Company’s management, the Compensation Committee determined that there were no known potential risks arising from the Company’s compensation polices or practices that are reasonably likely to have a material adverse effect on the Company.  As a result, the Compensation Committee determined that further risk analysis was unnecessary.  The Compensation Committee took note of the fact that the Company has rather straightforward compensation practices consisting of base salary, annual incentive bonus payments based on the Company’s and the employees objectives, and longer term incentives in the form of stock options which vest over multiple years. The Compensation Committee also noted that no inappropriate risk-taking behavior had been detected within any area of the senior management group during fiscal year 2009.

Item 13.  Certain Relationships and Related Transactions.... page 83

4.

We refer to your disclosure under “Related Person Transactions” on page 14 of your proxy and note it does not discuss the transactions with the two related parties identified in note 17 to your financial statements.  Please explain why you have not provided disclosure of these transactions pursuant to Regulation S-K Item 404(a).  Please also tell us whether you entered into any transactions with any related person since the beginning of your last fiscal year, or whether you have any currently proposed transaction with such related person for which disclosure pursuant to Regulation S-K Item 404(a) is required.

Response:  The Company engaged in two related party transactions during the year ended December 31, 2009 which were not included in the “Related Person Transactions” section of the Proxy Statement.  The Company did not include these transactions in the Proxy Statement because the Company believes such disclosures were not necessary given these transactions were disclosed in the Form 10-K.  Pursuant to the Staff’s comment, the Company will undertake in future filings to further enhance its disclosure as follows:

Related Person Transactions

During first quarter of 2009, we sold StemSource® Cell Bank in Japan through our distribution partner, Green Hospital Supply, Inc. for $600,000. The sale was completed pursuant to our Master Cell Banking and Cryopreservation Agreement, effective August 13, 2007, with Green Hospital Supply, Inc.  As of December 31, 2009, Green Hospital, Inc. was a beneficial owner of more than five percent of our outstanding shares of common stock.

During the fiscal year ended December 31, 2009, we incurred approximately $242,000 in royalty costs in connection with our sales of our Celution® 800/CRS System products to the European and Asia-Pacific reconstructive surgery market, pursuant to our License and Royalty Agreement with the Olympus Corporation-Cytori, Inc. joint venture.  As of December 31, 2009, Olympic Corporation was a beneficial owner of more than five percent of our outstanding shares of common stock.

Change of Control Agreements.  In October 2009, we entered into individual change of control agreements with Mr. Shirahama and Mr. Arm. These agreements are described below in the “Compensation Discussion & Analysis”.

Item 15.  Exhibits, Financial Statement Schedules, page 84

5.

It appears that you have not filed all related person agreements as exhibits as required by Item 601 of Regulation S-K.  For example and without limitation, it does not appear that you have not filed the February 23, 2006 agreement in which you granted Olympus Corporation certain rights.  Please file all such agreements, and list in your response all exhibits that will be filed.

Response:  The Company respectfully believes it has filed all agreements required by Item 601 of Regulation S-K.  The referenced agreement was deemed by the Company to be immaterial to the Company in significance, and therefore, the agreement was not filed with the Commission.  Additionally, the agreement expired in 2008, and the Company has no outstanding obligations under the agreement.

It should be noted that the enhanced disclosure provided above is subject to change based on any changes to the Company which would no longer make such disclosure accurate in future filings.  In addition, the Company acknowledges the following:

·

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 initiated by the Commission or any person under the federal securities laws of the United States.

*  *  *

If you require any additional information on these issues, or if we can provide you with any other information that will facilitate your continued review of this filing, please advise us at your earliest convenience.  You may reach me at 858.677.1417.

Sincerely,

/s/ David Eisler

David Eisler

June 29, 2010

Mark E. Saad Chief Financial Officer Cytori Therapeutics, Inc. 3020 Callan Road
San Diego, California 92121

Re: Cytori Therapeutics, Inc.  Form 10-K for the fiscal year ended December 31, 2009
Filed March 12, 2010 File No. 000-32501
 Dear Mr. Saad:
 We have reviewed your 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.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Item 10.  Directors, Executive Officer s and Corporate Governance, page 83

1. We refer to your disclosure under “Board of Di rectors Leadership Structure” on page 9 of
the proxy statement that you have incorporated  by reference to your Form 10-K.  In
future filings, please revise to indicate w hy you have determined that your leadership
structure is appropriate given your specific characteristic s or circumstances.  See
Regulation S-K Item 407(h).  For example, it is unclear from your current disclosure why it currently is appropriate to  separate the roles of your  chief executive officer and
chairman of the board, and what circumst ances might require you to combine the two
positions.
2. We note from your disclosure under “Criteri a for Board Membership” on page 11 of your
proxy that your governance and nominating committee seeks candidates for the board “with a broad diversity of e xperience, skills, professions, and backgrounds.”  In future
filings, please describe how this policy is implemented, as well as how the committee assesses the effectiveness of its policy as required by Regulat ion S-K Item 407(c)(2)(vi).

Mark E. Saad Cytori Therapeutics, Inc.
June 29, 2010 Page 2

Item 11.  Executive Compensation, page 83

 3. We note from page 17 of your definitive proxy statement that your compensation committee “utilizes several components of compensation…to strike an appropriate
balance between proposing sustainable and ex cellent performance and discouraging any
inappropriate short-sighted risk-taking behavior.”  Pl ease describe the process you
undertook to reach the conclusion that disclosu re pursuant to Regula tion S-K Item 402(s)
is not necessary.
 Item 13.  Certain Relationships and Related Transactions…, page 83

 4. We refer to your disclosure under “Related  Person Transactions” on page 14 of your
proxy and note it does not discuss the transact ions with the two related parties identified
in note 17 to your financial statements.  Please explain why you have not provided
disclosure of these transactions pursuant to Regulation S-K Item 404(a).  Please also tell us whether you entered into any transactions with any related person since the beginning of your last fiscal year, or whether you have any currently proposed transaction with such
related person for which disclosu re pursuant to Regulation S-K Item 404(a) is required.
 Item 15.  Exhibits, Financial Statement Schedules, page 84

 5. It appears that you have not f iled all related person agreements as exhibits as required by
Item 601 of Regulation S-K.  For example a nd without limitation, it does not appear that
you have not filed the February 23, 2006 agreement in which you granted Olympus Corporation certain rights.  Please file all such agreements, and list in your response all exhibits that will be filed.

We urge all persons who are responsible for th e 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 requir e.  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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure 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 initiated by
the Commission or any person under the federa l securities laws of  the United States.

Mark E. Saad Cytori Therapeutics, Inc. June 29, 2010 Page 3

Please contact Celia Soehner at (202) 551-3463 or me at (202) 551-3637 with any
questions.
Sincerely,

Jay Mumford Senior Attorney

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030

January 6, 2009

Mark E. Saad
Chief Financial Officer Cytori Therapeutics, Inc. 3020 Callan Road San Diego, CA  92121
 RE: Cytori Therapeutics, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2007
  Filed March 14, 2008
  File No. 000-32501

Dear Mr. Saad:   We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.            S i n c e r e l y ,            B r i a n  C a s c i o         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

    companyresponse1208.htm

    December
17, 2008

    Via
EDGAR and Facsimile

    Securities
and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, NE

    Mail Stop
3030

    Washington,
D.C. 20549

    Attn:  Brian
R. Cascio, Accounting Branch Chief

    RE:          Cytori Therapeutics,
Inc.

    Form 10-K for the Fiscal Year Ended
December 31, 2007 Filed March 14, 2008

    Form 10-Qs for the Quarterly Periods
Ended March 31, June 30, and September 30, 2008

    File No. 000-32501

    Dear Mr.
Cascio:

    This
letter responds to the comments contained in your letter to Cytori Therapeutics,
Inc. (the “Company”) dated November 26, 2008.  For ease of reference,
we have set forth below each of your comments in bold/italic
font and our response thereto immediately after each comment.

    Form 10-K for the Fiscal
Year Ended December 31, 2007

    Item 1.  Financial
Statements

    Note
4.  Transactions with Olympus Corporation – Condensed Financial
Information for the Joint Venture, page 68

              1.

              Staff
      Comment:

    We
see that you have a 50% interest in the Olympus-Cytori joint
venture.  Please tell us and revise future filings to disclose the
components of equity loss from investment in joint venture.  Tell us
why the equity loss is not equal to 50% of the net loss of the joint
venture.

    Company
response:

    Our
equity loss from investment in joint venture in 2005 consisted of Cytori’s 50%
share of non-eliminated research and development costs, which were expensed in
accordance with SFAS 2.  In 2006 and 2007, our equity loss from
investment in joint venture consisted primarily of Cytori’s 50% share of
non-eliminated quality system services and corporate charges for services such
as external auditing and insurance.

    Our
equity loss from investment in joint venture is not equal to 50% of the net loss
of the joint venture due to the elimination of intercompany transactions, in
accordance with APB 18.  Paragraph 4 of APB 18 states that
intercompany items are eliminated to avoid double counting and prematurely
recognizing income.  Paragraph 19 of APB 18 states that in applying
the equity method, intercompany profits or losses should be eliminated as if the
joint venture were consolidated.  Also, a transaction of an investee
of a capital nature that affects the investor’s share of stockholders’ equity of
the investee should be accounted for as if the investee were a consolidated
subsidiary.

    In our
future Form 10-K filings we will expand the financial information for the joint
venture by presenting a more detailed version of the Statements of Operation
that also includes reconciliation from the net loss of the joint venture to
Cytori’s equity loss from investment in joint venture, as follows:

        1

                                              Period
      from January 1, 2007 to December 31, 2007

                                              Period
      from January 1, 2006 to December 31, 2006

                                              Period
      from November 4, 2005 (inception) to December 31, 2005

                                              Statements
      of Operation

                                              (Unaudited)

                                              (Unaudited)

                                              (Unaudited)

                                                Operating
      expenses:

                                                  Research
      and development expense

                                            $
                                            -

                                            $
                                            11,000,000

                                            $
                                            19,343,000

                                                  General
      and administrative expense:

                                                      Accounting
      and other corporate services

                                            40,000

                                            172,000

                                            -

                                                      Quality
      system services

                                            36,000

                                            -

                                            -

                                                      Other

                                            10,000

                                            2,000

                                            -

                                                        Operating
      loss

                                            86,000

                                            11,174,000

                                            19,343,000

                                                Other
      (income) expense:

                                                  Interest
      income

                                            (7,000
                                            )

                                            -

                                            -

                                                        Net
      loss

                                            $
                                            79,000

                                            $
                                            11,174,000

                                            $
                                            19,343,000

                                              Reconciliation
      to equity loss from investment in joint venture

                                                        Net
      loss

                                            $
                                            79,000

                                            $
                                            11,174,000

                                            $
                                            19,343,000

                                                        Intercompany
      eliminations

                                            (65,000
                                            )

                                            (11,026,000
                                            )

                                            (11,000,000
                                            )

                                                        Net
      loss after intercompany eliminations

                                            14,000

                                            148,000

                                            8,343,000

                                                        Cytori’s
      percentage of interest in joint venture

                                            50
                                            %

                                            50
                                            %

                                            50
                                            %

                                                        Cytori’s
      equity loss from investment in joint venture

                                            $
                                            7,000

                                            $
                                            74,000

                                            $
                                            4,172,000

              2.

              Staff
      Comment:

    As
a related matter, please tell us how you considered whether the joint venture is
a significant unconsolidated subsidiary for which you should file separate
financial statements under Rule 3-09 of Regulation S-X.

    Company
response:

    Rule 3-09
of Regulation S-X, Separate
financial statements of subsidiaries not consolidated and 50 percent or less
owned persons, requires that if a registrant or a subsidiary of a
registrant holds a 50% or less interest in a subsidiary that is accounted for
using the equity method, and if either the first or third condition specified in
Rule 1-02, section 210.1-02(w) are met (substituting 20% for 10%), then the
registrant shall file separate financial statements.

    The two
applicable conditions from Rule 1-02, section 210.1-02(w) are summarized, after
substituting 20% for 10%, as follows:

    1) The
registrant’s and its other subsidiaries’ investments in and advances to the
subsidiary exceed 20% of the total assets of the registrant and its subsidiaries
consolidated as of the end of the most recently completed fiscal
year.

    2) The
registrant’s and its other subsidiaries’ equity in the income from continuing
operations before income taxes, extraordinary items and cumulative effect of a
change in accounting principle of the subsidiary exceeds 20% of such income of
the registrant and its subsidiaries consolidated for the most recently completed
fiscal year.

    With
respect to the first condition above, Cytori’s total assets were $21,507,000,
$24,868,000, and $28,166,000 as of December 31, 2007, 2006, and 2005,
respectively.  Cytori’s investment in the joint venture as of December
31, 2007, 2006, and 2005 was $369,000, $76,000, and $0, respectively (note that
our share of the joint venture’s incurred losses reduced our investment balance
in the joint venture to zero as of December 31, 2005, and we advanced an
additional $150,000 to the joint venture in early 2006).  Investments
in (or advances to) the joint venture represented 1.7%, 0.3%, and 0.0% of total
assets at December 31, 2007, 2006, and 2005, respectively.  As such,
this condition is not met.

        2

    With
respect to the second condition above, Cytori’s losses from continuing
operations for the fiscal years ended December 31, 2007, 2006, and 2005 were
$28,672,000, $25,447,000, and $26,538,000, respectively.  Cytori’s
equity losses from investment in the joint venture during the same periods were
$7,000, $74,000, and $4,172,000.  These equity losses represented
0.0%, 0.3%, and 15.7% of Cytori’s losses from continuing operations for the
fiscal years ended December 31, 2007, 2006, and 2005,
respectively.  As such, this condition is not met.

    Because
the 20% threshold in either condition was not met in any periods reported, we
concluded that separate financial statements for the joint venture were not
required in accordance with Rule 3-09 of Regulation S-X.

    Note 5.  Gain on
Sale of Assets, page 68

              3.

              Staff
      Comment:

    We
see that in May 2007 you sold your intellectual property rights and tangible
assets related to the spine and orthopedic bioresorbable implant product
line.  Please tell us how you considered whether you should record the
disposition as discontinued operations, in accordance with SFAS
144.  Please reference paragraphs 41-43 of the SFAS.

    Company
response:

    Paragraph
42 of SFAS 144 states that, “the results of operations of a component of an
entity that either has been disposed of or is classified as held for sale shall
be reported in discontinued operations in accordance with paragraph 43 if both
of the following conditions are met: (a) the operations and cash flows of the
component have been (or will be) eliminated from the ongoing operations of the
entity as a result of the disposal transaction and (b) the entity will not have
any significant continuing involvement in the operations of the component after
the disposal transaction.”

    Paragraph
41 of SFAS 144 states that a component of an entity comprises operations and
cash flows that can be clearly distinguished, operationally and for financial
reporting purposes, from the rest of the entity.  Although we were
able to distinguish the revenues from the four individual product lines of our
MacroPore Biosurgery segment (Craniomaxillofacial – sold in 2002, Thin Film
except for Japan interests – sold in 2004, Spine and Orthopedic – sold in 2007,
and the Japanese Thin Film rights), the largest component of cost of sales and
operating expense, salaries and wages, was not tracked by specific product, as
the labor skill sets used in the manufacturing processes were similar and to
some degree interchangeable between the product lines, including aspects of
milling, molding, labeling, sterilization, packaging and inspection. Further,
our bioresorbable products were made from the same copolymer material, and due
to the commonality of the materials and processes, it was not possible to
clearly distinguish cash outflows between the product lines. As such, we
considered the entire segment to be the lowest level component that could be
clearly distinguished, operationally and for financial reporting purposes, from
the rest of the entity.

    Our
remaining Thin Film interests in Japan are a small portion of current or prior
operations, as they represent our rights with respect to future manufacturing
and sales.  However, our Thin Film activities may become material in the
near future; see EITF 03-13 discussion below.

    SFAS 144 paragraph 42,
criteria (a): The operations and cash flows of the component have been (or will
be) eliminated

    According
to EITF 03-13, if after sale, we are still receiving or expecting to receive
cash flows related to the operations of the disposed component and they are
direct cash flows, we should not classify this component as a discontinued
operation.  Such activities or cash flows are considered to be direct
cash flows if (a) significant cash outflows are expected to be recognized by the
ongoing entity as a result of a migration of costs from the disposed component
after the disposal transaction; or (b) significant cash outflows are expected to
be recognized by the ongoing entity as a result of the continuation of
activities between the ongoing entity and the disposed component after the
disposal transaction.

        3

    EITF
03-13 states that migration means “the ongoing entity expects to continue to
generate revenues and (or) incur expenses from the sale of similar products or
services to specific customers of the disposed component.”  Also, the
term ‘continuation of activities’ means the continuation of any
revenue-producing or cost-generating activity through active involvement with
the disposed component.

    We do
expect to sell Thin Film products through our Japan distribution partner,
Senko.  Although the products will be sold in Japan rather than the
U.S., there is a similar core technology shared with the business line we sold
in May.

    Our
balance sheet currently has two deferred amounts that relate to the Japan Thin
Film.  The first is a $1.5M license fee that was paid to us in 2004 by
Senko in exchange for the right to sell and distribute certain Thin Film
products in Japan.  We also received a $1.25M milestone
payment.  The details of when and how much revenue we can recognize
from these deferred balances is disclosed in our quarterly and annual
reports.  We believe that regulatory approval from Japan for the Thin
Film products will be granted in the near future, and this approval will trigger
revenue recognition for a portion of these deferred amounts.  Further,
we currently have a standing order to produce roughly $1.2M in product for Senko
upon receiving the regulatory approval as well as another probable order after
the first one is filled.  All of these factors indicate we may be able
to generate significant revenue and production activity related to this product
line in the future.

    SFAS 144 paragraph 42,
criteria (b): The entity will not have any significant continuing involvement
after disposal

    According
to EITF 03-13, continuing involvement in the operations of the disposed
component provides the ongoing entity with the ability to influence the
operating and (or) financial policies of the disposed compon

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030

November 26, 2008

VIA U.S. MAIL and FACSIMILE  (858) 450-4355

 Mark E. Saad Chief Financial Officer Cytori Therapeutics, Inc. 3020 Callan Road San Diego, CA  92121
 RE: Cytori Therapeutics, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2007
  Filed March 14, 2008
Form 10-Qs for the Quarterly Peri ods Ended March 31,  June 30, and
September 30, 2008
  File No. 000-32501

Dear Mr. Saad:
 We have reviewed your filing and have the following comments.  We have
limited our review of your filing to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents. Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Saad
Cytori Therapeutics, Inc.
November 26, 2008 Page 2  Form 10-K for the Fiscal Year Ended December 31, 2007

 Item 1.  Financial Statements

 Note 4.  Transactions with Olympus Corpor ation - Condensed Fina ncial Information for
the Joint Venture, page 68

1. We see that you have a 50% interest in th e Olympus-Cytori joint venture.  Please
tell us and revise future filings to di sclose the components of equity loss from
investment in joint venture.  Tell us why the equity loss  is not equal to 50% of the
net loss of the joint venture.
 2. As a related matter, please tell us how you considered whether the joint venture is
a significant unconsolidated subsidiary for which you should file separate financial statements under Rule 3-09 of Regulation S-X.
 Note 5.  Gain on Sale of Assets, page 68

3. We see that in May 2007 you sold your intellectual property rights and tangible
assets related to the spin e and orthopedic bioresorba ble implant product line.
Please tell us how you considered whether you should record th e disposition as
discontinued operations, in accordance  with SFAS 144.  Please reference
paragraphs 41 – 43 of the SFAS.
 Exhibits 31.1. and 31.2

4. We note that you omitted the language in paragraph 4 of Item 601(b)(31)(i) of
Regulation S-K that refers to internal c ontrol over financial reporting.  Please file
an abbreviated amendment to the Fo rm 10-K that includes a cover page,
explanatory note, signature pa ge and paragraphs 1, 2, 4 a nd 5 of the certification.
Please note that you should also comply with any applicable futures comments in
the abbreviated amendment.

5. We note that the identification of the certi fying individual at the beginning of the
certification required by Exchange Act Rule  13a-14(a) also includes the title of
the certifying individual.  We note that you deleted th e phrase ‘(the registrant’s
fourth fiscal quarter in th e case of an annual report)’ in paragraph 4(c) of the
certification.  In future filings, the identif ication of the certifyi ng individual at the
beginning of the certification should be  revised so as not to include the
individual’s title and the wording in the certification should be consistent with
Item 601(b)(31)(i) of Regulation S-K.

Mr. Saad
Cytori Therapeutics, Inc.
November 26, 2008 Page 3  Form 10-Qs for the Quarterly Periods E nded March 31, June 30, and September 30, 2008

 Note 6. Revenue Recognition, page 9

6. Please tell us and revise future filings to disclose the nature of the multiple elements that are included in product sa les of your Celution 800/CRS System and
how you apply EITF 00-21 to these arrang ements.  Please also discuss how you
determine fair value of each element and the timing of revenue recognition for each element.
 Exhibits 31.1. and 31.2

7. We note that you omitted the language in paragraph 4 of Item 601(b)(31)(i) of
Regulation S-K that refers to internal c ontrol over financial reporting.  Please file
an abbreviated amendment to each Form 10-Q that includes a cover page, explanatory note, signature pa ge and paragraphs 1, 2, 4 a nd 5 of the certification.
Please note that you should also comply with any applicable futures comments in
the abbreviated amendment.

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  Please furnish a
cover letter with your amendment response th at keys your responses to our comments
and provides any requested information.  Y ou may wish to provide us with marked
copies of your amendment for our review. De tailed cover letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed decision.  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.     In connection with responding to our comments, please provide, in writing, a 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

Mr. Saad
Cytori Therapeutics, Inc.  November 26, 2008 Page 4
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     You may contact Kristin Lochhead at (202) 551-3664 or me at (202) 551-3676 if you have questions.  In this regard, please do not hesitate to contact Martin James, Senior
Assistant Chief Accountant, at ( 202) 551-3671 with any other questions.

Sincerely,

Brian Cascio Accounting Branch Chief

Mail Stop 6010
January 16, 2008
 Christopher J. Calhoun Chief Executive Officer Cytori Therapeutics, Inc. 3020 Callan Road San Diego, California 92121
Via U S Mail and FAX [(858) 458-0994 ]

 Re: Cytori Therapeutics, Inc.
  Form 10-K for the fiscal year ended December 31, 2006    File No.  0-32501

Dear Mr. Calhoun:   We have completed our review of your Form 10-K and related filings and do not, at this time, have any further comments.             S i n c e r e l y ,            M a r t i n  F .  J a m e s          Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

    seccommentresponse_012008.htm

    1/10/2008

    Securities
      and Exchange Commission

    100
      F
      Street, NE

    Washington,
      D.C. 20549

    Attn:
      Brian R. Cascio, Accounting Branch Chief, Division of Corporation
      Finance

    RE:           Response
      to SEC Comment Letter dated 12/21/07

    Dear
      Mr.
      Cascio,

    We
      received a letter from you dated December 21, 2007 with an additional comment
      to
      our response letter filed on October 18, 2007.  (File No.
      0-32501).

    We
      are
      pleased to provide the following response to your comment.

    SEC
      Comment:

    Form
      10-K for the fiscal year ended December 31, 2006

    We
      refer
      to your response to comment 3 from our letter dated September 27,
      2007.  Please expand the future filings to further
      explain:

              ·

              Why
                you believe the proportional performance methodology is appropriate
                in
                your circumstances.

              ·

              How
                you identified the milestones, how they are consistent with the underlying
                agreements and why you believe they are
                substantive.

              ·

              Why
                you believe the relative values assigned to those milestones are
                appropriate, including a description of the objective evidence you
                considered in measuring those
                values.

              ·

              Why
                you believe the costs to be incurred in achieving the various milestones
                are subject to reasonable
                estimation.

    You
      indicate that the values assigned to the milestones involved substantial
      judgment.  Please provide clear disclosure of all significant
      assumptions and judgments on which these subjective allocations were
      based.

    Company
      response:

    We
      will
      expand our future filings to include language consistent with the following
      (in
      addition to the disclosure language noted in our previous response to Comment
      #3
      dated October 18, 2007):

    Proportional
      performance methodology was elected due to the nature of our development
      obligations and efforts in support of the Joint Venture (“JV”), including
      product development activities, and regulatory efforts to support the
      commercialization of the JV products. The application of this methodology uses
      the achievement of R&D milestones as outputs of value to the
      JV.  We received up-front, non-refundable payments in connection with
      these development obligations, which we have broken down into specific R&D
      milestones that are definable and substantive in nature, and which will result
      in value to the JV when achieved.  Revenue will be recognized as the
      above mentioned R&D milestones are completed.

        1

    We
      established the R&D milestones based upon our development obligations to the
      JV and the specific R&D support activities to be performed to achieve these
      obligations.  Our R&D milestones consist of the following primary
      performance categories:  product development, regulatory approvals,
      and generally associated pre-clinical and clinical
      trials.   Within each category are milestones that take
      substantive effort to complete and are critical pieces of the overall progress
      towards completion of the next generation product, which we are obligated to
      support within the agreements entered into with Olympus.

    To
      determine whether substantive effort was required to achieve the milestones,
      we
      considered the external costs, required personnel and relevant skill levels,
      the
      amount of time required to complete each milestone, and the interdependent
      relationships between the milestones, in that the benefits associated with
      the
      completion of one milestone generally support and contribute to the achievement
      of the next.

    Determination
      of the relative values assigned to each milestone involved substantial
      judgment.  The assignment process was based on discussions with
      persons responsible for the development process and the relative costs of
      completing each milestone.  We considered the costs of completing the
      milestones in allocating the portion of the “deferred revenues, related party”
account balance to each milestone.  Management believes that, while
      the costs incurred in achieving the various milestones are subject to
      estimation, due to the high correlation of such costs to outputs achieved,
      the
      use of external contract research organization (“CRO”) costs and internal labor
      costs as the basis for the allocation process provides management the ability
      to
      accurately and reasonably estimate such costs.

    You
      may
      contact us at (858) 458-0900 if you have any questions regarding our
      responses.

    Sincerely,

      /s/
        Christopher J. Calhoun

      Christopher
        J. Calhoun

      Chief
        Executive Officer

      /s/
        Mark E. Saad

      Mark
        E.
        Saad

      Chief
        Financial Officer

          2

Mail Stop 6010
December 21, 2007
 Christopher J. Calhoun, Chief Executive Officer Cytori Therapeutics, Inc. 3020 Callan Road San Diego, California 92121
Via U S Mail and FAX [(858) 458-0994 ]

 Re: Cytori Therapeutics, Inc.
  Form 10-K for the fiscal year ended December 31, 2006    File No.  0-32501

Dear Mr. Calhoun:
We have reviewed the information and proposed disclosures filed on October 18, 2007
and have the following additional comment.  We have limited our review to only your financial statements and related disclosures and will make no further review of your documents.  Where indicated, we think you should revise your documents in response to this comment in all future filings with the Commission.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.     Mr. Christopher J. Calhoun

 Cytori Therapeutics, Inc.
December 21, 2007 Page 2
Form 10-K for the fiscal year ended December 31, 2006

1. We refer to your response to comment 3 from our letter dated September 27, 2007.  Please expand future filings to further explain:

• Why you believe the proportional performance methodology is appropriate in your circumstances.
• How you identified the milestones, how they are consistent with the underlying agreements and why you believe they are substantive.
• Why you believe the relative values assigned to those milestones are appropriate, including a description of the objective evidence you considered in measuring those values.
• Why you believe the costs to be incurred in achieving the various milestones are subject to reasonable estimation.

You indicate that the values assigned to the milestones involved substantial judgment.  Please provide clear disclosure of all significant assumptions and judgments on which these subjective allocations were based.

As appropriate, please respond to this comment within 10 business days or tell us when
you will provide us with a response.  Please furnish a response letter that keys your response to our comment and provides the requested information.  Confirm that you will comply with this  comment in all future filings with the Commission.  Detailed response letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments and the requested information.
You may contact Jeanne Bennett at (202) 551-3606, or me at (202) 551-3676 if you have
questions regarding our comments.  In our absence you may contact Martin F. James, Senior Assistant Chief Accountant at (202) 551-3671.
Sincerely,

Brian R. Cascio  Accounting Branch Chief

CORRESP
1
filename1.htm

    seccommentresponse_101707.htm

    10/18/07

    Securities
      and Exchange Commission

      100
        F
        Street, NE

      Washington,
        D.C. 20549

      Attn:
        Brian R. Cascio, Accounting Branch Chief, Division of Corporation
        Finance

      RE:           Response
        to SEC Comment Letter dated 09/27/07

      Dear
        Mr.
        Cascio,

      We
        received a letter from you dated September 27, 2007 with review comments
        on our
        Form 10-K for the fiscal year ended December 31, 2006 and Form 10-Q for the
        quarter ended June 30, 2007 (File No. 0-32501).

      We
        are
        pleased to provide the following response to your comments.

      SEC
        Comment #1:

      Form
        10-K for the fiscal year ended 12/31/2006 – Variable Interest Entity, page
        46

      We
        note
        your disclosure that Olympus is protected from absorbing all expected losses
        in
        the Joint Venture and may not be an “at risk” holder.  Please tell us
        how you concluded that Olympus and not Cytori is the primary
        beneficiary.

      Company
        response to SEC comment #1:

      As
        noted
        in our disclosure, significant judgment was involved in determining the primary
        beneficiary of the Joint Venture (or “JV”).  We determined Olympus to
        be the primary beneficiary based on analysis performed in accordance with
        FIN
        46R.  Paragraph 17 of FIN 46R states if two or more related parties
        together hold an aggregate variable interest in a Variable Interest Entity
        (“VIE”) that would, if held by a single party, identify that party as the
        primary beneficiary, then the primary beneficiary is the party most closely
        associated with the VIE.  Paragraph 17 requires an analysis of all
        relevant facts and circumstances in determining who is most closely associated
        with the VIE, including the following considerations:

      A)
        The
        existence of a principal-agency relationship between parties within the related
        party group.

      Although
        Olympus and Cytori (as 50/50 owners) are both exposed to the economic
        variability of the Joint Venture, a de facto agency relationship exists between
        Olympus and the JV due to provisions contained within the Shareholders’
Agreement that provide that Olympus controls the JV Board, with three out
        of
        five Board members including Chairman.  All significant decisions are
        made by the Board, and although certain specified activities of the JV require
        the consent of both shareholders, under the current ownership structure Cytori
        does not have any participatory rights that would overcome the presumption
        of
        control by Olympus.

          1

      B)
        The
        relationship and significance of the activities of the VIE to the various
        parties within the related party group.

      The
        Joint
        Venture was formed to develop and manufacture future generation medical devices
        based on our Celution™ System.  Cytori contributed intellectual
        property (“IP”) to the JV that will be used to develop the
        device.  While the primary development activities are currently the
        responsibility of Olympus, Cytori will contribute ongoing research efforts
        and
        assistance in the coordination of the quality systems in conjunction with
        Cytori’s regulatory efforts.  Since Olympus is currently the primary
        developer and effectively controls the JV (which includes the intellectual
        property contributed by Cytori), we have concluded that the principal activities
        of the JV are more closely associated with Olympus than Cytori.

      C)
        A
        party’s exposure to the expected losses of the VIE.

      Although
        both Olympus and Cytori are exposed to the economic variability of the Joint
        Venture (as noted in “A.” above), Olympus also holds a put option that could
        require Cytori to repurchase its interests in the Joint Venture.  This
        possibility is contingent upon certain specific insolvency or change of control
        events at Cytori.  The put option does create a possibility that
        Olympus could be protected from absorbing expected losses in the Joint
        Venture.  However, it was our judgment that this somewhat remote
        possibility did not outweigh the additional factors under consideration,
        namely
        the activities of the JV and Olympus’ majority control of the Board of
        Directors.

      D)
        The
        design of the VIE.

      The
        Joint
        Venture is set up with each shareholder owning a 50% interest.  Cytori
        contributed IP to the JV in exchange for its 50% ownership, while Olympus
        contributed $30,000,000.  The Common Stock Purchase Agreement entered
        into in mid-2005 granted Olympus a 7% (as of 9/30/05) equity stake in Cytori,
        but the proceeds received by Cytori of $11,000,000 exceeded the fair value
        of
        the equity received by Olympus.  This premium was paid (at least in
        part) as a direct incentive by Olympus for Cytori to grant Olympus an interest
        in the JV.  Also, as noted above, in paragraph A, Olympus controls the
        JV Board, with three out of five Board members including the
        Chairman.

      Based
        on
        the above analysis, we believe that Olympus is the party which has activities
        most closely associated with those of the JV and should therefore be considered
        the primary beneficiary and consolidate the entity.

          2

      SEC
        Comment #2:

      Financial
        Statements – Note 2. Revenue Recognition, page 61

      Please
        tell us and disclose in future filings your basis for recognizing revenues
        under
        research and development arrangements and why these would not be recorded
        as a
        reduction to research and development expenses.  We note the
        disclosure on page 61 that you are reimbursed for “qualifying expenditures”
under some of these arrangements.

      Company
        response to SEC comment #2:

      Reimbursement
        for “qualifying expenditures” relates to grant funding from our arrangement with
        the National Institute of Health (“NIH”).  Revenues derived from
        reimbursement of direct out-of-pocket expenses for research costs associated
        with grants are recorded in compliance with EITF Issue 99-19, Reporting
        Revenue Gross as a Principal Versus Net as an Agent, and EITF
        Issue 01-14, Income Statement Characterization of Reimbursements
        Received for “Out-of-Pocket” Expenses Incurred.  According to the
        criteria established by these EITF Issues, in transactions where we have
        the
        discretion to choose suppliers, bear credit risk and perform part of the
        services required in the transaction, we record revenue for the gross amount
        of
        the reimbursement.  The costs associated with these reimbursements are
        reflected as a component of research and development expense in the consolidated
        statements of operations.  We also note that the government obtains
        substantial rights under the arrangement, in the same manner (but perhaps
        not to
        the same extent) as a commercial customer that similarly contracts with Cytori
        to perform research activities.  Accordingly, the NIH grant
        arrangement should be treated like other customer contracts and recognized
        inflows should be classified as revenues in the income
        statement.  Additionally, similar research and development efforts
        would have taken place with or without NIH funding as they are key component
        of
        the entity’s ongoing or central operations.  Thus inflows generated by
        such activities are recognized as revenue in accordance with SFAS No. 6 as
        discussed below.

      Statement
        of Financial Accounting Concepts No. 6 defines revenues as “inflows or other
        enhancements of assets of an entity or settlements of its liabilities (or
        a
        combination of both) from delivering or producing goods, rendering services,
        or
        other activities that constitute the entity's ongoing major or central
        operations”.  Research arrangements we have with commercial
        enterprises such as Olympus and Senko are considered a key component of our
        central and ongoing operations.  Accordingly, the inflows from such
        arrangements are presented as revenues in our income statement.

      Revised
        Future Disclosure:

      Revenues
        derived from reimbursement of direct out-of-pocket expenses for research
        costs
        associated with grants are recorded in compliance with EITF Issue No.
        99-19, Reporting Revenue Gross as a Principal Versus Net as an Agent,
        and EITF Issue No. 01-14, Income Statement Characterization of
        Reimbursements Received for “Out-of-Pocket” Expenses Incurred.  In
        accordance with the criteria established by these EITF Issues, the Company
        records grant revenue for the gross amount of the reimbursement.  The costs
        associated with these reimbursements are reflected as a component of research
        and development expense in the consolidated statements of
        operations.

      Additionally,
        research arrangements we have with commercial enterprises such as Olympus
        and
        Senko are considered a key component of our central and ongoing
        operations.  Accordingly, the inflows from such arrangements are
        presented as revenues in the consolidated statements of operations.

          3

      SEC
        Comment #3:

      Note
        4. Transaction with Olympus Corporation, page 67

      Please
        tell us and disclose in future filings the basis for your accounting treatment
        of the proceeds received from the common stock purchase agreement with
        Olympus.  Clarify why you recorded the difference between the proceeds
        received and the fair values of your common stock and option liability as
        deferred revenue.  Clarify the specific revenue arrangement or
        activity that this relates to, how the amount of deferred revenue related
        to
        this activity was determined and how it will be recognized.  Clarify
        why the difference should not have been recorded to additional paid-in
        capital.

      Company
        response to SEC comment #3:

      The
        difference between the proceeds received and the fair values of the common
        stock
        and option liability was recorded as deferred revenue, since conceptually,
        at
        least some of the excess proceeds represent a prepayment for future
        contributions and obligations of Cytori for the benefit of the Joint Venture,
        rather than solely as an equity investment in Cytori.  These
        contributions include 1) the granting of an exclusive, perpetual license
        to
        Cytori’s device related Adipose Stem Cell intellectual property to the JV, and
        2) Cytori’s performance of research and development activities related to
        Adipose Stem Cell device technology that will benefit the JV.  Cytori
        will also perform work relative to the development and commercialization
        of the
        specific Devices that the JV is developing, in addition to certain regulatory
        efforts under the development agreement.

      According
        to EITF 00-21 and SFAS 133, separate contracts should be combined and evaluated
        as a single arrangement when they are negotiated in tandem.  The
        Common Stock Purchase Agreement specifically contemplated and identified
        the
        Joint Venture arrangement, subsequently entered into by Olympus and Cytori,
        as
        its “Purpose”.  Accordingly, we believe that it is most accurate that these
        be linked for accounting purposes.  Therefore, in light of the direct
        linkage between the Common Stock Purchase Agreement and the JV arrangement,
        and
        the premium paid above the market price of the shares, we have concluded
        that it
        is reasonable to presume that the $11,000,000 proceeds paid by Olympus
        contemplate more than a simple equity investment in Cytori.

      As
        a
        result, the common stock and additional paid-in capital balances resulting
        from
        the Olympus transactions have been valued based on Cytori’s closing market price
        for its listed shares on the last trading day prior to the time that the
        Common
        Stock Purchase Agreement was signed.  Also note that the fact that
        Cytori’s common stock was relatively thinly traded has no bearing on the
        accounting described above.  Management believes that SFAS 123R (the
        closest analogous accounting guidance) suggests that the best measure of
        fair
        value is quoted market prices, even if a company’s stock is thinly
        traded.

          4

      As
        noted
        above and in our footnote disclosure, the deferred revenue component of the
        $11,000,000 was calculated as the remaining proceeds after deducting the
        fair
        value of the option liability and the market value of the common
        stock.  The recognition of this deferred amount is based on a
        proportional performance methodology.  Cytori will recognize revenues
        from the license/development accounting unit using a proportional performance
        methodology, resulting in the de-recognition of amounts recorded as deferred
        revenues as Cytori completes various milestones underlying the development
        services.

      The
        relative values assigned to each milestone involved substantial judgment.
        The
        assignment process was based on discussions with persons responsible for
        the
        various aspects of the development process as well as the relative cost of
        completing each milestone.  Cytori acknowledges that the SEC believes
        that recognizing revenues based on costs incurred is not appropriate for
        most
        contractual arrangements (i.e., other than for long-term construction
        contracts).  However, we are not, in fact, recognizing revenues as
        costs are incurred, but instead recognizing revenues once substantive milestones
        (i.e., output measures) are achieved.

      Revised
        Future Disclosure:

      The
        difference between the proceeds received and the fair values of the common
        stock
        and option liability was recorded as deferred revenue, since conceptually,
        the
        excess proceeds represent a prepayment for future contributions and obligations
        of Cytori for the benefit of the Joint Venture (or “JV”), rather than additional
        equity investment in Cytori.

      The
        recognition of this deferred amount will require the achievement of service
        related milestones, under a proportional performance methodology.  If
        and as such revenues are recognized, deferred revenue will be
        decreased.

      SEC
        Comment #4:

      Note
        4. Transaction with Olympus Corporation, page 67

      We
        note
        the disclosure on pages 36, 45 and 68 of the use of an independent valuation
        firm.  While management may elect to take full responsibility for
        these valuations, if you choose to continue to refer to the expert in any

Mail Stop 6010
September 27, 2007
 Christopher J. Calhoun, Chief Executive Officer Cytori Therapeutics, Inc. 3020 Callan Road San Diego, California 92121
Via U S Mail and FAX [(858) 458-0994 ]

 Re: Cytori Therapeutics, Inc.
  Form 10-K for the fiscal year ended December 31, 2006    Form 10-Q for the quarter ended June 30, 2007   File No.  0-32501

Dear Mr. Calhoun:
We have reviewed your filings and have the following comments.   We have limited our
review to only your financial statements and rela ted disclosures, and do not intend to expand our
review to other portions of your documents. Where indicated, we think you should revise your documents in response to these comments in all future filings with the Commission.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

 Mr. Christopher J. Calhoun
Cytori Therapeutics, Inc. September 27, 2007 Page 2
Form 10-K for the fiscal year ended December 31, 2006

Variable Interest Entity, page 46
 1. We note your disclosure that Olympus is protected from absorbing all expected losses in the Joint Venture and may not be an “at risk” holder. Please tell us how you concluded that Olympus and not Cytori is the primary beneficiary.
  Financial Statements

 Note 2. Revenue Recognition, page 61

 2. Please tell us and disclose in future filings your basis for recognizing revenues under research and development arrangements and why these would not be recorded as a reduction to research and development expenses. We note the disclosure on page 61 that you are reimbursed for “qualifying expenditures” under some of these arrangements.
  Note 4. Transaction with Olympus Corporation, page 67

 3. Please tell us and disclose in future filings the basis for your accounting treatment of the proceeds received from the common stock purchase agreement with Olympus. Clarify why you recorded the difference between the proceeds received and the fair values of your common stock and option liability as deferred revenue. Clarify the specific revenue arrangement or activity that this relates to, how the amount of deferred revenue related to this activity was determined and how it will be recognized.  Clarify why the difference should not have been recorded to additional paid-in capital.
 4. We note the disclosure on pages 36, 45 and 68 of the use of an independent valuation firm. While management may elect to take full responsibility for these valuations, if you choose to continue to refer to the expert in any capacity, please revise future filings, beginning with your next 10-Q, to name the independent valuation firm.  In addition,
please note that if you intend to incorporate your Form 10-K by reference into any registration statement, you will be required to include the consent of the independent valuation firm as an exhibit to the registration statement.
   Mr. Christopher J. Calhoun

 Cytori Therapeutics, Inc.
September 27, 2007 Page 3
Note 5. Gain on Sale of Assets, Related Party, page 70

Note 6. Gain on Sale of Assets, Thin Film Product Line, page 70

5. We note the gain on sale of assets included in other income each year and through the second quarter 2007, including the sale of your Thin Film and other product lines. Please tell us why these gains were not included in income from operations and why the assets sold do not relate to your operating activities. See paragraph 46 SFAS 144 and Question 2 of SAB Topic 5.P.

As appropriate, please respond to these comments within 10 business days or tell us
when you will provide us with a response.  Please furnish a response letter that keys your responses to our comments and provides the requested information.  Confirm that you will comply with these comments in all future filings with the Commission.  Detailed response letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments and the requested information.      We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing reviewed by the staff to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed decision.  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.     In connection with responding to our comments, please provide, in writing, a 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
   Mr. Christopher J. Calhoun Cytori Therapeutics, Inc.

 September 27, 2007
Page 4
‚ 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.
 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corpora tion Finance in our review of your filing or in
response to our comments on your filing.
You may contact Jeanne Bennett at (202) 551-3606, or me at (202) 551-3676 if you have
questions regarding our comments.  In our absence you may contact Martin F. James, Senior Assistant Chief Accountant at (202) 551-3671.
Sincerely,

Brian R. Cascio  Accounting Branch Chief