The ~~Registrant~~registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the ~~Registrant~~registrant shall file a further amendment ~~which~~that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

CONSOLIDATED CONDENSED BALANCE SHEETS

	As of September 30,		As of December 31,
	2016		2015			2014
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	14,924,000	$	14,338,000		$	14,622,000
Accounts receivable, net of reserves of $173,000, $797,000 and $1,523,000 as of September 30, 2016, December 31, 2015, and December 31, 2014, respectively		918,000		1,052,000			1,243,000
Inventories, net		3,946,000		4,298,000			4,829,000
Other current assets		1,253,000		1,555,000			992,000

Total current assets		21,041,000		21,243,000			21,686,000

Property and equipment, net		1,292,000		1,631,000			1,583,000
Restricted cash and cash equivalents		350,000		350,000			350,000
Other assets		1,474,000		1,521,000			1,763,000
Intangibles, net		8,763,000		9,031,000			9,415,000
Goodwill		3,922,000		3,922,000			3,922,000

Total assets	$	36,842,000	$	37,698,000		$	38,719,000

Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses	$	5,637,000	$	6,687,000		$	5,546,000
Current portion of long-term obligations, net of discount		5,267,000		—			7,363,000
Joint Venture purchase obligation		—		1,750,000			3,008,000

Total current liabilities		10,904,000		8,437,000			15,917,000

Warrant liability		—		—			9,793,000
Deferred revenues		97,000		105,000			112,000
Long-term deferred rent		41,000		269,000			558,000
Long-term obligations, net of discount, less current portion		12,130,000		16,681,000			18,041,000

Total liabilities		23,172,000		25,492,000			44,421,000

Commitments and contingencies
Stockholders' equity:
Series A 3.6% convertible preferred stock, $0.001 par value; 5,000,000 shares authorized; 13,500 shares issued and no shares outstanding as of September 30, 2016 and December 31, 2015; 13,500 shares issued and 5,311 outstanding as of December 31, 2014		—		—			—
Common stock, $0.001 par value; 75,000,000 shares authorized; 20,495,069 shares issued and outstanding as of September 30, 2016, 13,003,893 and 6,623,226 shares issued and outstanding as of December 31, 2015 and 2014, respectively		20,000		13,000			7,000
Additional paid-in capital		387,119,000		368,214,000			331,864,000
Accumulated other comprehensive income		675,000		996,000			700,000
Accumulated deficit		(374,144,000)		(357,017,000	)		(338,273,000	)

Total stockholders' equity (deficit)		13,670,000		12,206,000			(5,702,000	)

Total liabilities and stockholders' equity (deficit)	$	36,842,000	$	37,698,000		$	38,719,000

As of December 31,
2015 2014

Assets
Current assets:
Cash and cash equivalents $ 14,338,000 $ 14,622,000
Accounts receivable, net of reserves of $797,000 and of $1,523,000 in 2015 and 2014, respectively 1,052,000 1,243,000
Inventories, net 4,298,000 4,829,000
Other current assets 1,555,000 992,000

Total current assets 21,243,000 21,686,000

Property and equipment, net 1,631,000 1,583,000
Restricted cash and cash equivalents 350,000 350,000
Other assets 1,521,000 1,763,000
Intangibles, net 9,031,000 9,415,000
Goodwill 3,922,000 3,922,000

Total assets $ 37,698,000 $ 38,719,000

Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses $ 6,687,000 $ 5,546,000
Current portion of long-term obligations, net of discount — 7,363,000
Joint Venture purchase obligation 1,750,000 3,008,000

Total current liabilities 8,437,000 15,917,000

Warrant liability — 9,793,000
Deferred revenues 105,000 112,000
Long-term deferred rent 269,000 558,000
Long-term obligations, net of discount, less current portion 16,681,000 18,041,000

Total liabilities 25,492,000 44,421,000

Commitments and contingencies
Stockholders' equity:
Series A 3.6% convertible preferred stock, $0.001 par value; 5,000,000 shares authorized; 13,500 shares issued and no shares outstanding in 2015; 13,500 shares issued and 5,311 outstanding in 2014 — —
Common stock, $0.001 par value; 290,000,000 shares authorized; 195,058,395 and 99,348,377 shares issued and outstanding in 2015 and 2014, respectively 195,000 99,000
Additional paid-in capital 368,032,000 331,772,000
Accumulated other comprehensive income 996,000 700,000
Accumulated deficit (357,017,000 ) (338,273,000 )

Total stockholders' equity (deficit) 12,206,000 (5,702,000 )

Total liabilities and stockholders' equity (deficit) $ 37,698,000 $ 38,719,000

CYTORI THERAPEUTICS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

	Nine-Month Period Ended September 30			Years Ended December 31,
	2016 (Unaudited)			2015			2014			2013
Product revenues:
Related party	$	—		$	—		$	—		$	1,845,000
Third party		3,190,000			4,838,000			4,953,000			5,277,000
		3,190,000			4,838,000			4,953,000			7,122,000

Cost of product revenues		1,770,000			3,186,000			2,940,000			3,421,000

Gross profit		1,420,000			1,652,000			2,013,000			3,701,000

Development revenues:
Development, related party		—			—			—			638,000
Development		—			—			—			1,179,000
Government contracts and other		5,163,000			6,821,000			2,645,000			3,257,000

Total Development Revenues		5,163,000			6,821,000			2,645,000			5,074,000

Operating expenses:
Research and development		13,334,000			19,000,000			15,105,000			17,065,000
Sales and marketing		2,742,000			2,662,000			6,406,000			9,026,000
General and administrative		6,625,000			9,765,000			15,953,000			16,031,000
Change in fair value of warrants		—			(7,668,000	)		(369,000	)		(418,000	)
Change in fair value of option liability		—			—			—			(2,250,000	)

Total operating expenses		22,701,000			23,759,000			37,095,000			39,454,000

Operating loss		(16,118,000)			(15,286,000	)		(32,437,000	)		(30,679,000	)

Other income (expense):
Gain (loss) on asset disposal		2,000			3,000			42,000			(257,000	)
Loss on debt extinguishment		—			(260,000	)		—			(708,000	)
Interest income		8,000			9,000			6,000			4,000
Interest expense		(1,947,000)			(3,379,000	)		(4,371,000	)		(3,396,000	)
Other income (expense), net		928,000			169,000			(608,000	)		(438,000	)
Gain on Puregraft divestiture		—			—			—			4,453,000
Gain on previously held equity interest in joint venture		—			—			—			4,892,000
Equity loss from investment in joint venture		—			—			—			(48,000	)

Total other (expense) income		(1,009,000)			(3,458,000	)		(4,931,000	)		4,502,000

Net loss		(17,127,000)			(18,744,000	)		(37,368,000	)		(26,177,000	)
Beneficial conversion feature for convertible preferred stock		—			(661,000	)		(1,169,000	)		—
Net loss allocable to common stockholders		(17,127,000)			(19,405,000	)		(38,537,000	)		(26,177,000	)

Basic and diluted net loss per share allocable to common stockholders	$	(1.06)		$	(2.07	)	$	(7.15	)	$	(5.79	)

Basic and diluted weighted average shares used in calculating net loss per share allocable to common stockholders		16,147,042			9,386,488			5,388,714			4,518,758

Comprehensive loss:
Net loss	$	(17,127,000	)	$	(18,744,000	)	$	(37,368,000	)	$	(26,177,000	)
Other comprehensive income – foreign currency translation adjustments		(321,000)			296,000			444,000			256,000
Comprehensive loss	$	(17,448,000)		$	(18,448,000	)	$	(36,924,000	)	$	(25,921,000	)

Risks Related to the ~~Rights~~ Offering

We may not be able to access the full amounts available under the Lincoln Park Purchase Agreement, which could prevent us from accessing the capital we need to continue our operations, which could have an adverse effect on our business.

We intend to rely on the Purchase Agreement that we entered into with Lincoln Park in December 2016 for our near-term capital needs. We may direct Lincoln Park to purchase up to $20.0 million of shares of our common stock over a 30-month period, commencing upon the satisfaction of certain conditions, including that the registration statement is declared effective by the SEC. Thereafter, on any trading day selected by us, we may sell shares of common stock to Lincoln Park in amounts up to 100,000 shares per regular sale (such purchases, Regular Purchases) up to the aggregate commitment of $20.0 million. If the market price of our common stock is not below $2.00 per share on the purchase date, then the Regular Purchase amount may be increased to 150,000 shares. If the market price is not below $3.00 per share on the purchase date, then the Regular Purchase amount may be increased to 300,000 shares. Although there are no upper limits on the per share price Lincoln Park may pay to purchase our common stock, we may not sell more than $1.0 million in shares of common stock to Lincoln Park per any individual Regular Purchase. The purchase price of Regular Purchases will be based on the prevailing market prices of shares of our common stock, which shall be equal to the lesser of the lowest sale price of the common shares during the purchase date and the average of the three lowest closing sale prices of the common shares during the 10 business days prior to the purchase date.

In addition to Regular Purchases, we may in our sole discretion direct Lincoln Park on each purchase date to make accelerated purchases on the following business day up to the lesser of (i) three times the number of shares purchased pursuant to such Regular Purchase or (ii) 30% of the trading volume on the accelerated purchase date at a purchase price equal to the lesser of (i) the closing sale price on the accelerated purchase date and (ii) 97% of the accelerated purchase date’s volume weighted average price (such purchases, Accelerated Purchases). We cannot submit an Accelerated Purchase notice if the market price of our common stock is below $1.00.

In addition to Regular Purchases and Accelerated Purchases described above, we may also direct Lincoln Park, on any business day that the closing price of our common stock is not below $1.00, to purchase additional amounts of our common stock, which we refer to as an Additional Purchase whereby, pursuant to each Additional Purchase we may sell up to $1.0 million of common stock in each Additional Purchase notice, provided, however, that (i) we may not deliver to Lincoln Park more than two separate Additional Purchase notices and (ii) at least 30 business days must pass between the Company’s delivery of the first Additional Purchase notice to Lincoln Park and our delivery of the second Additional Purchase notice. The purchase price for each such Additional Purchase shall be equal to the lower of (i) 97% of the purchase price under a Regular Purchase on the date we give notice for the related Additional Purchase, or (ii) $2.00 per share.

Depending on the prevailing market price of our common stock, we may not be able to sell shares to Lincoln Park for the maximum $20.0 million over the term of the Purchase Agreement. For example, under the rules of the NASDAQ Capital Market, in no event may we issue more than 19.99% of our shares outstanding (which is approximately 4,315,814 shares based on 21,579,071 shares outstanding prior to the signing of the Purchase Agreement) under the Purchase Agreement unless we obtain stockholder approval or an exception pursuant to the rules of the NASDAQ Capital Market is obtained to issue more than 19.99%. This limitation will not apply if, at any time the Exchange Cap is reached and at all times thereafter, the average price paid for all shares issued and sold under the Purchase Agreement is equal to or greater than $1.6674, which was the consolidated closing bid price of our common stock on December 22, 2016 including an increment for the commitment shares we issued and may issue to Lincoln Park. We are not required or permitted to issue any shares of common stock under the Purchase Agreement if such issuance would breach our obligations under the rules or regulations of the NASDAQ Capital Market. In addition, Lincoln Park will not be required to purchase any shares of our common stock if such sale would result in Lincoln Park’s beneficial ownership exceeding 9.99% of the then outstanding shares of our common stock. Our inability to access a portion or the full amount available under the Purchase Agreement, in the absence of any other financing sources, could have a material adverse effect on our business.

The sale or issuance of our common stock to Lincoln Park may cause dilution and the sale of the shares of common stock acquired by Lincoln Park, or the perception that such sales may occur, could cause the price of our common stock to fall.

On December 22, 2016, we entered into the Purchase Agreement with Lincoln Park, pursuant to which Lincoln Park has committed to purchase up to $20.0 million of our common stock. Concurrently with the execution of the Purchase Agreement, we issued 127,419 shares of our common stock to Lincoln Park as an initial fee for its commitment to purchase shares of our common stock under the Purchase Agreement. Furthermore, for each additional purchase by Lincoln Park, additional commitment shares in commensurate amounts up to a total of 382,258 shares will be issued based upon the relative proportion of the aggregate amount of $20.0 million purchased by Lincoln Park. The purchase shares that may be sold pursuant to the Purchase Agreement may be sold by us to Lincoln Park at our discretion from time to time over a 30-month period commencing after the SEC has declared effective the registration statement that includes this prospectus. The purchase price for the shares that we may sell to Lincoln Park under the Purchase Agreement will fluctuate based on the price of our common stock. Depending on market liquidity at the time, sales of such shares may cause the trading price of our common stock to fall.

We generally have the right to control the timing and amount of any sales of our shares to Lincoln Park. Additional sales of our common stock, if any, to Lincoln Park will depend upon market conditions and other factors to be determined by us. Lincoln Park may ultimately purchase all, some or none of the shares of our common stock that may be sold pursuant to the Purchase Agreement and, after it has acquired shares, Lincoln Park may sell all, some or none of those shares. Therefore, sales to Lincoln Park by us could result in substantial dilution to the interests of other holders of our common stock. Additionally, the sale of a substantial number of shares of our common stock to Lincoln Park, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

There is currently a limited market for our securities, and any trading market that exists in our securities may be highly illiquid and may not reflect the underlying value of our net assets or business prospects.

Although our common stock is traded on the NASDAQ Capital Market, there is currently a limited market for our common stock and an active market may never develop. Investors are cautioned not to rely on the possibility that an active trading market may develop. ~~In addition, the Subscription Rights are non-transferrable.~~

We could be delisted from the NASDAQ Capital Market, which could seriously harm the liquidity of our stock and our ability to raise capital.

Following notice from the NASDAQ Stock Market LLC staff in June 2015 and December 2015, we had a hearing in January 2016 relating to our noncompliance with the $1$1.00 minimum bid price per share requirement. The ~~Nasdaq~~NASDAQ Hearing Panel granted us until May 31, 2016 to come into compliance with the minimum bid price

requirement, including requirements to relating to obtaining stockholders approval of a reverse stock split that would bring our stock price above $1$1.00 per share for a minimum of ~~ten~~10 consecutive trading days. We transferred the listing of our common stock from the ~~Nasdaq~~NASDAQ Global Market ~~or NGM,~~ to the ~~Nasdaq~~NASDAQ Capital Market ~~or NCM,~~ in February 2016.

We In May 2016, we consummated a 1-for-15 reverse stock split pursuant to which the minimum bid price per share of our common stock rose above $1.00. Pursuant to a letter dated May 26, 2016, the NASDAQ Stock Market LLC staff delivered notice to us that we had regained compliance with the NASDAQ Stock Market LLC’s minimum bid price rule. However, we may be unable to ~~regain~~maintain compliance with ~~the~~our current minimum bid price ~~requirement~~obligation or ~~maintain compliance with~~ the other listing requirements, ~~and we may not be eligible~~which could cause us to lose eligibility for continued listing on the ~~NGM, NCM~~NASDAQ Capital Market or any comparable trading market. We have committed to consummate a reverse stock split at our annual stockholder meeting (unless our stock price organically rises above $1 and cures our bid price deficiency), which could be unfavorably received by the market and could further depress the market for our shares. A reverse stock split, if consummated, may not cure, in the short-term or long-term, our listing deficiency. If we cease to be eligible to trade on ~~either~~ the ~~NGM~~NASDAQ Capital Market:

We may have to pursue trading on a less recognized or ~~NCM:~~accepted market, such as the OTC Bulletin Board or the “pink sheets.”

·	~~We may have to pursue trading on a less recognized or accepted market, such as the OTC Bulletin Board or the "pink sheets."~~

The trading price of our common stock could suffer, including an increased spread between the “bid” and “asked” prices quoted by market makers.

·	~~The trading price of our common stock could suffer, including an increased spread between the "bid" and "asked" prices quoted by market makers.~~

Shares of our common stock could be less liquid and marketable, thereby reducing the ability of stockholders to purchase or sell our shares as quickly and as inexpensively as they have done historically. If our stock is traded as a “penny stock,” transactions in our stock would be more difficult and cumbersome.

Shares of our common stock could be less liquid and marketable, thereby reducing the ability of stockholders to purchase or sell our shares as quickly and as inexpensively as they have done historically. If our stock is traded as a "penny stock," transactions in our stock would be more difficult and cumbersome.

We may be unable to access capital on favorable terms or at all, as companies trading on alternative markets may be viewed as less attractive investments with higher associated risks, such that existing or prospective institutional investors may be less interested in, or prohibited from, investing in our common stock. This may also cause the market price of our common stock to decline.

Our share price is volatile, and you may not be able to resell our shares at a profit or at all.

The market price of our common stock could be subject to wide fluctuations in response to numerous factors, some of which are beyond our control. These factors include, among other things:

fluctuations in our operating results or the operating results of our competitors;

changes in estimates of our financial results or recommendations by securities analysts;

·	~~fluctuations in our operating results or the operating results of our competitors;~~

variance in our financial performance from the expectations of securities analysts;

·	~~changes in estimates of our financial results or recommendations by securities analysts;~~

changes in the estimates of the future size and growth rate of our markets;

·	~~variance in our financial performance from the expectations of securities analysts;~~

changes in accounting principles or changes in interpretations of existing principles, which could affect our financial results;

·	~~changes in the estimates of the future size and growth rate of our markets;~~

conditions and trends in the markets we serve;

·	~~changes in accounting principles or changes in interpretations of existing principles, which could affect our financial results;~~

changes in general economic, industry and market conditions;

·	~~conditions and trends in the markets we serve;~~

success of competitive products and services;

·	~~changes in general economic, industry and market conditions;~~

changes in market valuations or earnings of our competitors;

·	~~success of competitive products and services;~~

announcements of significant new products, contracts, acquisitions or strategic alliances by us or our competitors;

·	~~changes in market valuations or earnings of our competitors;~~

the outcome of clinical trials involving the use of our products, including our sponsored trials;

·	~~announcements of significant new products, contracts, acquisitions or strategic alliances by us or our competitors;~~

our continuing ability to list our securities on an established market or exchange;

·	~~the outcome of clinical trials involving the use of our products, including our sponsored trials;~~

the timing and outcome of regulatory reviews and approvals of our products;

·	~~our continuing ability to list our securities on an established market or exchange;~~

the commencement or outcome of litigation involving our company, our general industry or both;

·	~~the timing and outcome of regulatory reviews and approvals of our products;~~

changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

·	~~the commencement or outcome of litigation involving our company, our general industry or both;~~

actual or expected sales of our common stock by the holders of our common stock; and

·	~~changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;~~

the trading volume of our common stock.

·	~~actual or expected sales of our common stock by the holders of our common stock; and~~

·	~~the trading volume of our common stock.~~

The market price of our common stock may decline after you ~~elect to exercise your subscription rights. If that occurs, you may have committed to buy~~purchase shares ~~of our common stock~~ in ~~the rights offering at a price greater than the prevailing market price, and could have an immediate unrealized loss.~~this offering. Moreover, following ~~the exercise of~~ your ~~subscription rights~~purchase you may not be able to sell your common stock at a price equal to or greater than the ~~Subscription Price. Until shares are delivered upon expiration of the Rights Offering,~~price you ~~will not be able to sell the~~paid for such shares of ~~our~~ common ~~stock that you purchase in the Rights Offering. We will not pay you interest on funds delivered to the subscription agent pursuant to the exercise of subscription rights.~~stock.

We may be or become the target of securities litigation, which is costly and time-consuming to defend.

In the past, following periods of market volatility in the price of a ~~company~~'scompany’s securities or the reporting of unfavorable news, security holders have often instituted class action litigation. If the market value of our securities experience adverse fluctuations and we become involved in this type of litigation, regardless of the outcome, we could incur substantial legal costs and our ~~management~~'smanagement’s attention could be diverted from the operation of our business, causing our business to suffer.

There may be future sales or other dilution of our equity, which may adversely affect the market price of our common stock.

We are generally not restricted from issuing additional common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock. The market price of our common stock could decline as a result of sales of common stock or securities that are convertible into or exchangeable for, or that represent the right to receive, common stock after this offering or the perception that such sales could occur. ~~In addition, anti-dilution provisions contained~~For example, we have a currently effective registration statement that permits us to sell shares of our common stock from time to time at prevailing market prices, which could result in ~~our outstanding warrants, as well as the anti-dilution provisions contained~~dilution to investors in the ~~Warrants forming a part of the Units, may significantly increase the dilutive effect of other issuances of securities by us.~~

offering.

We presently do not intend to pay cash dividends on our common stock.

We have never paid cash dividends in the past, and we currently anticipate that no cash dividends will be paid on the common stock in the foreseeable future. Furthermore, our loan agreement with Oxford Finance LLC, ~~and Silicon Valley Bank,~~ or the ~~Lenders,~~Lender, currently prohibits our issuance of cash dividends. This could make an investment in ~~our company~~the Company inappropriate for some investors, and may serve to narrow our potential sources of additional capital. While our dividend policy will be based on the operating results and capital needs of the business, it is anticipated that all earnings, if any, will be retained to finance the future expansion of our business.

Our stockholders may experience substantial dilution in the value of their investment if we issue additional shares of our capital stock.

Our charter allows us to issue up to ~~290,000,000~~75,000,000 shares of our common stock and to issue and designate the rights of, without stockholder approval, up to 5,000,000 shares of preferred stock. ~~In order to~~To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share paid by other investors, and dilution to our stockholders could result. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by other investors.

We may issue debt and equity securities or securities convertible into equity securities, any of which may be senior to our common stock as to distributions and in liquidation, which could negatively affect the value of our common stock.

In the future, we may attempt to increase our capital resources by entering into debt or debt-like financing that is unsecured or secured by up to all of our assets, or by issuing additional debt or equity securities, which could include issuances of secured or unsecured commercial paper, medium-term notes, senior notes, subordinated notes, guarantees, preferred stock, hybrid securities, or securities convertible into or exchangeable for equity securities. In the event of our liquidation, our lenders and holders of our debt and preferred securities would receive distributions of our available assets before distributions to the holders of our common stock. Because our decision to incur debt and issue securities in future offerings may be influenced by market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings or debt financings. Further, market conditions could require us to accept less favorable terms for the issuance of our securities in the future.

The report of our predecessor independent registered public accounting firm contains an emphasis paragraph regarding the substantial doubt about our ability to continue as a “going concern.”

The audit report of our predecessor independent registered public accounting firm covering the December 31, 2015 consolidated financial statements contains an explanatory paragraph that states that our recurring losses from operations, liquidity position, and debt service requirements raises substantial doubt about our ability to continue as a going concern. To date, our operating losses have been funded primarily from outside sources of invested capital and gross profits. We have had, and we will likely continue to have, an ongoing need to raise additional cash from outside sources to fund our future operations. However, our ability to raise capital was adversely affected once FDA put a hold on our Athena trials in mid-2014, which had an adverse impact to stock price performance and our corresponding ability to restructure our debt. More recently, a continued downward trend in our stock price resulting from a number of factors, including (i) general economic and industry conditions, (ii) challenges faced by the regenerative medicine industry as a whole, (iii) the market’s unfavorable view of certain of our recent equity financings conducted in 2014 and 2015 (which financings were priced at a discount to market and included 100% warrant coverage), (iv) market concerns regarding our continued need for capital (and the effects of any future capital raising transactions we may consummate) (v) market perceptions of our ATHENA and ACT-OA clinical trial data; and (vi) our recent NASDAQ listing deficiency issues and resultant 1-for-15 reverse stock split, have made it more difficult to procure additional capital on terms reasonably acceptable to us. In addition to our Purchase Agreement with Lincoln Capital, we may continue to provide for our capital requirements by issuing additional equity and/or debt. No assurance can be given that additional capital will be available when required or on terms acceptable to us. If we are unsuccessful in our efforts to raise any such additional capital, we will be required to significantly reduce our research, development and administrative operations, including reduction of our employee base, in order to offset the lack of available funding. We also cannot give assurance that we will achieve sufficient revenues in the future to achieve profitability and cash flow positive operations.

We will need to raise more cash in the future.

We have almost always had negative cash flows from operations. Our ~~management~~business will ~~have broad discretion over the use of the net proceeds from this offering, you may not agree with how~~continue to result in a substantial requirement for research and development expenses for several years, during which we ~~use the proceeds and the proceeds~~ may not be ~~invested successfully.~~

~~Our management~~able to bring in sufficient cash and/or revenues to offset these expenses. We have had, and we will continue to have, ~~broad discretion as~~an ongoing need to raise additional cash from outside sources to continue funding our operations to profitability. We do not currently believe that our cash balance and the revenues from our operations will be sufficient to fund the development and marketing efforts required to reach profitability without raising additional capital from accessible sources of financing in the very near future, including, for example, through sales of our common stock to the selling stockholder pursuant to the Purchase Agreement.

To date, these operating losses have been funded primarily from outside sources of invested capital and gross profits. We have had, and we will likely continue to have, an ongoing need to raise additional cash from outside sources to fund our future operations. However, our ability to raise capital was adversely affected once FDA put a hold on our Athena trials in mid-2014, which had an adverse impact to stock price performance and our corresponding ability to restructure our debt. More recently, a continued downward trend in our stock price resulting from a number of factors, including (i) general economic and industry conditions, (ii) challenges faced by the regenerative medicine industry as a whole, (iii) the market’s unfavorable view of certain of our recent equity financings conducted in 2014 and 2015 (which financings were priced at a discount to market and included 100% warrant coverage), (iv) market concerns regarding our continued need for capital (and the effects of any future capital raising transactions we may consummate) (v) market perceptions of our ATHENA and ACT-OA clinical trial data; and (vi) our recent NASDAQ listing deficiency issues and resultant 1-for-15 reverse stock split, have made it more difficult to procure additional capital on terms reasonably acceptable to us. If we are unsuccessful in our efforts to raise any such additional capital, we will be required to significantly reduce our research, development and administrative operations, including reduction of our employee base, in order to offset the lack of available funding. We expect to continue to utilize our cash and cash equivalents to fund operations at least through June 2017, subject to minimum cash and cash liquidity requirements contained in that certain Loan and Security Agreement, dated May 29, 2015, or the Loan and Security Agreement, with Oxford Finance, LLC, or Oxford, as further described below, which requires that we maintain at least $5 million of cash on hand to avoid an event of default under the Loan and Security Agreement.

We have been placing, and will continue to place, significant effort into raising additional capital that will provide adequate capital resources to allow us to continue to fund our future operations. Based on our cash and cash equivalents on hand of approximately $14.9 million at September 30, 2016, and our minimum liquidity requirements under the Loan and Security Agreement with Oxford that requires us to make interest payments of $136,000 per month (but which will require us to make payments of principal of $590,000 plus accrued interest in monthly installments commencing January 2017) and our obligation to maintain at least $5 million of cash on hand, we estimate that we must raise additional capital and/or obtain a waiver or restructure the Loan and Security Agreement on or before May 2017 to avoid an event of default under it. If we are unable to avoid an event of default under the Loan and Security Agreement, Oxford would have the right to cause the outstanding loan amount of approximately $17.7 million to become immediately due and payable. Our financing plans include pursuing additional cash through use of our at-the-market offering program, strategic corporate partnerships, licensing and sales of equity, including sales of our common stock to the ~~net proceeds from this offering and could use them for purposes other than those contemplated at~~selling stockholder pursuant to the ~~time~~Purchase Agreement. While we have an established history of ~~commencement of this offering. Accordingly, you~~accessing capital through these platforms, there is no guarantee that adequate funds will be ~~relying~~available when needed from additional debt or equity financing, development and commercialization partnerships or from other sources, or on terms acceptable to us. There is also no guarantee that we will be able to service our existing debt to Oxford. If our efforts to obtain sufficient additional funds are not successful, in addition to Oxford’s ability to cause the ~~judgment~~loan amount to be immediately due and payable, we would at a minimum be required to delay, scale back, or eliminate some or all of our ~~management~~research or product development, manufacturing operations, administrative operations, including our employee base, and clinical or regulatory activities, which could negatively affect our ability to achieve certain corporate goals. In addition, the indebtedness under our Loan and Security Agreement with ~~regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It~~Oxford is ~~possible that, pending their use, we may invest the net proceeds~~secured by a security interest in ~~a way that does not yield a favorable, or any, return for us. The failure~~substantially all of our ~~management~~existing and after-acquired assets, excluding our intellectual property assets which are subject to ~~use~~a negative pledge, and therefore, if we are unable to repay such ~~funds effectively~~indebtedness, the lender could foreclose on these assets, which would, at a minimum, have a severe material adverse effect on our ~~business, financial condition, operating results~~ability to operate our business.

In addition to the funding sources previously mentioned, we continue to seek additional capital through product revenues, and ~~cash flows.~~

~~Your~~State and Federal development programs, including additional funding opportunities though our current BARDA contract.

Our level of indebtedness, and covenant restrictions under such indebtedness, could adversely affect our operations and liquidity.

Under our Loan and Security Agreement with Oxford, as collateral agent and lender, Oxford agreed to make a term loan to us in an aggregate principal amount of $17,700,000, or the Term Loan, subject to the terms and conditions set forth in the Loan and Security Agreement, or the Loan Facility. In connection with securing the Loan Facility, we prepaid all outstanding amounts under our Loan and Security Agreement, dated June 28, 2013, with Oxford and Silicon Valley Bank.

The Term Loan accrues interest at a floating rate equal to the three-month LIBOR rate (with a floor of 1.00%) plus 7.95% per annum. In February 2016, Oxford acknowledged that we had received positive data on our ACT-OA clinical trial, which acknowledgement automatically deferred commencement of the Amortization Commencement Date under the Loan and Security Agreement from July 1, 2016 to January 1, 2017, thus extending our interest-only payment period for six months. Commencing January 2017, we are required to make payments of principal of $590,000 plus accrued interest in monthly installments through June 1, 2019, the maturity date. All unpaid principal and accrued and unpaid interest with respect to the Term Loan is due and payable in full on June 1, 2019.

As security for our ~~company may be diluted as~~obligations under the Loan and Security Agreement, we granted a ~~result of this Rights Offering.~~

~~Stockholders who do not fully exercise their Subscription Rights should expect that they will, at the completion of this offering, own a smaller proportional~~security interest in our company than would otherwise be the case had they fully exercised their Subscription Rights. Further, the shares issuable upon the exercise of the Warrants to be issued pursuant to the Rights Offering will dilute the ownership interest of stockholders not participating in this offering or holders of Warrants who have not exercised them.

~~Further, because the price per Unit being offered may be~~ substantially ~~higher than the net tangible book value per share~~all of our ~~common stock, you may suffer substantial dilution~~existing and after-acquired assets, subject to certain exceptions set forth in the ~~net tangible book value~~Loan and Security Agreement and excluding our intellectual property assets, which are subject to a negative pledge by us. If we are unable to discharge these obligations, Oxford could foreclose on these assets, which would, at a minimum, have a severe material effect on our ability to operate our business.

Our indebtedness to Oxford could adversely affect our operations and liquidity, by, among other things:

causing us to use a larger portion of our cash flow to fund interest payments and, beginning on January 1, 2017, principal payments, reducing the ~~common stock you purchase~~availability of cash to fund working capital and capital expenditures and other business activities;

making it more difficult for us to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in ~~this offering. If you purchase Units in this offering at the Subscription Price, you may suffer immediate~~market or industry conditions; and ~~substantial dilution~~

limiting our ability to borrow additional monies in the ~~net tangible book value~~future to fund working capital and capital expenditures and for other general corporate purposes.

The Loan and Security Agreement requires us to maintain at least three months of cash on hand and includes certain reporting and other covenants, that, among other things, restrict our ability to: (i) dispose of assets, (ii) change the ~~common stock. See~~ "~~Dilution~~"business we conduct, (iii) make acquisitions, (iv) engage in ~~this prospectus for a more detailed discussion~~mergers or consolidations, (v) incur additional indebtedness, (vi) create liens on assets, (vii) maintain any collateral account, (viii) pay dividends, (ix) make investments, loans or advances, (x) engage in certain transactions with affiliates, and (xi) prepay certain other indebtedness or amend other financing arrangements. If we fail to comply with any of ~~the dilution which may incur in connection with this offering.~~

~~Completion of the Rights Offering is not subject to us raising a minimum offering amount.~~

Completion of the Rights Offering is not subject to us raising a minimum offering amount and, therefore, proceeds may be insufficient to meet our objectives, thereby increasing the risk to investors in this offering, including investing in a company that continues to require capital. See "Use of Proceeds."

~~This Rights Offering may cause the trading price of our common stock to decrease.~~

~~The Subscription Price, together with the number of shares of common stock we propose to issue and ultimately will issue if this Rights Offering is completed,~~these covenants or restrictions, such failure may result in an ~~immediate decrease~~event of default, which if not cured or waived, could result in the ~~market price~~lender accelerating the maturity of our ~~common stock. This decrease may continue after~~indebtedness. If the completion of this Rights Offering. If that occurs, you may have committed to buy shares of common stock in the Rights Offering at a price greater than the prevailing market price. We cannot predict the effect, if any, that the availability of shares for future sale represented by the Warrants issued in connection with the Rights Offering will have on the market pricematurity of our common stock from time to time. Further, if a substantial number of Subscription Rights are exercised and the holders of the shares received upon exercise of those Subscription Rights or the related Warrants choose to sell some or all of the shares underlying the Subscription Rights or the related Warrants, the resulting sales could depress the market price of our common stock. Following the exercise of your Subscription Rights youindebtedness is accelerated, we may not ~~be able to sell your common stock at a price equal to or greater than the Subscription Price.~~

~~You could be committed to buying shares of common stock above the prevailing market price.~~

Once you exercise your Subscription Rights, you may not revoke such exercise even if you later learn information that you consider to be unfavorable to the exercise of your Subscription Rights. The market price of our shares of common stock may decline prior to the expiration of this offering or a Subscribing Rights holder may not be able to sell shares of common stock purchased in this offering at a price equal to or greater than the Subscription Price. Until shares of our common stock are delivered upon expiration of the Rights Offering, you will not be able to sell or transfer the shares of our common stock that you purchase in the Rights Offering. Any such delivery will occur as soon as practicable after the Rights Offering has expired, payment for the shares of common stock and attached Warrants subscribed for has cleared, and all prorating calculations and reductions contemplated by the terms of the Rights Offering have been effected.

~~If we terminate this offering for any reason, we will have no obligation other than to return subscription monies within 10 business days.~~

We may decide, in our sole discretion and for any reason, to cancel or terminate the Rights Offering at any time prior to the expiration date. If this offering is cancelled or terminated, we will have no obligation with respect to Subscription Rights that have been exercised except to return within 10 business days, without interest or deduction, all subscription payments deposited with the Subscription Agent. If we terminate this offering and you have not exercised any Subscription Rights, such Subscription Rights will expire and be worthless.

~~The Subscription Price determined for this offering is not an indication of the fair value of our common stock.~~

In determining the Subscription Price, our board of directors considered a number of factors, including, but not limited to, our need to raise capital in the near term to continue our operations, the current and historical trading prices of our common stock, a price that would increase the likelihood of participation in the Rights Offering, the cost of capital from other sources, the value of the Warrant being issued as a component of the Unit, comparable precedent transactions, an analysis of stock price trading multiples for companies similar to us that, among other things, did not need to raise capital in the near-term, and our most recently forecasted revenue relative to our peer group. The Subscription Price does not necessarily bear any relationship to any established criteria for value. No valuation consultant or investment banker has opined upon the fairness or adequacy of the Subscription Price. You should not consider the Subscription Price as an indication of the value of our Company or our common stock. After the date of this prospectus, our common stock may trade at prices above or below the Subscription Price.

~~If you do not act on a timely basis and follow subscription instructions, your exercise of Subscription Rights may be rejected.~~

Holders of Subscription Rights who desire to purchase shares of our common stock and attached Warrants in this offering must act on a timely basis to ensure that all required forms and payments are actually received by the Subscription Agent prior to 5:00 p.m., New York City time, on the expiration date, unless extended. If you are a beneficial owner of shares of common stock and you wish to exercise your Subscription Rights, you must act promptly to ensure that your broker, dealer, bank, trustee or other nominee acts for you and that all required forms and payments are actually received by your broker, dealer, bank, trustee or other nominee in sufficient time to deliver such forms and payments to the Subscription Agent to exercise the Subscription Rights granted in this offering that you beneficially own prior to 5:00 p.m., New York City time on the expiration date, as may be extended. We will not be responsible if your broker, dealer, bank, trustee or other nominee fails to ensure that all required forms and payments are actually received by the Subscription Agent prior to 5:00 p.m., New York City time, on the expiration date.

If you fail to complete and sign the required subscription forms, send an incorrect payment amount, or otherwise fail to follow the subscription procedures that apply to your exercise in this Rights Offering, the Subscription Agent may, depending on the circumstances, reject your subscription or accept it only to the extent of the payment received. Neither we nor the Subscription Agent undertakes to contact you concerning an incomplete or incorrect subscription form or payment, nor are we under any obligation to correct such forms or payment. We have the sole discretion to determine whether a subscription exercise properly follows the subscription procedures.

~~You may not receive all of the Units for which you subscribe.~~

Holders who fully exercise their Basic Subscription Rights will be entitled to subscribe for an additional number of Units. Over-Subscription Privileges will be allocated pro rata among Rights holders who over-subscribed, based on the number of over-subscription Units to which they have subscribed. We cannot guarantee that you will receive any or the entire amount of Units for which you over-subscribed. If the prorated amount of Units allocated to you in connection with your Over-Subscription Privilege is less than your Over-Subscription Request, then the excess funds held by the Subscription Agent on your behalf will be returned to you, without interest, as soon as practicable after the Rights Offering has expired and all prorating calculations and reductions contemplated by the terms of the Rights Offering have been effected, and we will have no further obligations to you.

Unless we otherwise agree in writing, a person or entity, together with related persons or entities, may not exercise Subscription Rights (including Over-Subscription Privileges) to purchase Units that, when aggregated with their existing ownership, would result in such person or entity, together with any related persons or entities, owning in excess of 19.9% of our issued and outstanding shares of common stock following the closing of the transactions contemplated by this Rights Offering. If the amount of shares allocated to you is less than your subscription request, then the excess funds held by the Subscription Agent on your behalf will be returned to you, without interest, as soon as practicable after the Rights Offering has expired and all prorating calculations and reductions contemplated by the terms of the Rights Offering have been effected, and we will have no further obligations to you.

~~If you make payment of the Subscription Price by personal check, your check may not clear in sufficient time to enable you to purchase shares in this Rights Offering.~~

Any personal check used to pay for shares and Warrants to be issued in this Rights Offering must clear prior to the expiration date of this Rights Offering, and the clearing process may require five or more business days. If you choose to exercise your Subscription Rights, in whole or in part, and to pay for shares and Warrants by personal check and your check has not cleared prior to the expiration date of this Rights Offering, you will not have satisfied the conditions to exercise your Subscription Rights and will not receive the shares and Warrants you wish to purchase.

~~The receipt of Subscription Rights may be treated as a taxable distribution to you.~~

We believe the distribution of the Subscription Rights in this Rights Offering should be a non-taxable distribution to holders of shares of common stock under Section 305(a) of the Internal Revenue Code of 1986, as amended (the "~~Code~~"~~). Please see the discussion on the~~ "~~Material U.S. Federal Income Tax Consequences~~" ~~below. This position is not binding on the IRS, or the courts, however. If this Rights Offering is deemed to be part of a~~ "~~disproportionate distribution~~" under Section 305 of the Code, your receipt of Subscription Rights in this offering may be treated as the receipt of a taxable distribution to you equal to the fair market value of the Subscription Rights. Any such distribution would be treated as dividend income to the extent of our current and accumulated earnings and profits, if any, with any excess being treated as a return of capital to the extent thereof and then as capital gain. Each holder of shares of common stock and each holder of a warrant providing for participation is urged to consult his, her or its own tax advisor with respect to the particular tax consequences of this Rights Offering.

~~Exercising the Subscription Rights limits your ability to engage in certain hedging transactions that could provide you~~ ~~with~~ ~~financial benefits.~~

By exercising the Subscription rights, you are representing to us that you have not entered into any short sale or similar transaction with respect to our Common Stock since the record date for the Rights Offering. In addition, the Subscription Rights provide that, upon exercise of the Subscription Right, you agree not to enter into any short sale or similar transaction with respect to our Common Stock for so long as you continue to hold Warrants issued in connection with the exercise of the Subscription Right. These requirements prevent you from pursuing certain investment strategies that could provide you greater financial benefits than you might have realized if the Subscription Rights did not contain these requirements.

~~The Subscription Rights are not transferable, and there is no market for the Subscription Rights.~~

You may not sell, transfer, assign or give away your Subscription Rights. Because the Subscription Rights are non-transferable, there is no market or other means for you to directly realize any value associated with the Subscription Rights. You must exercise the Subscription Rights to realize any potential value from your Subscription Rights.

~~Absence of a public trading market for the Warrants may limit your ability to resell the Warrants.~~

There is no established trading market for the Warrants to be issued pursuant to this offering, and the Warrants may not be widely distributed. We have applied to list the Warrants for trading on NASDAQ under the symbol "~~CYTXW,~~" but there can be no assurance that a sufficient number of Subscription Rights will be exercised so that the Warrants will meet minimum listing criteria to be accepted for listing on NASDAQ or that a market will develop for the Warrants. Even if a market for the Warrants does develop, the price of the Warrants may fluctuate and liquidity may be limited. If the Warrants are not accepted for listing on NASDAQ or if a market for the Warrants does not develop, then purchasers of the Warrants may be unable to resell the Warrants or sell them only at an unfavorable price for an extended period of time, if at all. Future trading prices of the Warrants will depend on many factors, including:

·	~~our operating performance and financial condition;~~

·	~~our ability to continue the effectiveness of the registration statement, of which this prospectus is a part, covering the Warrants and the common stock issuable upon exercise of the Warrants;~~

·	~~the interest of securities dealers in making a market; and~~

·	~~the market for similar securities.~~

~~The market price of our common stock may never exceed the exercise price of the Warrants issued in connection with this offering.~~

The Warrants being issued in connection with this offering become exercisable upon issuance and will expire two years after issuance. The market price of our common stock may never exceed the exercise price of the Warrants prior to their date of expiration. Any Warrants not exercised by their date of expiration will expire worthless and we will be under no further obligation to the Warrant holder.

~~The Warrants contain features that may make reduce your economic benefit from owning them.~~

The Warrants contain features that allow us to redeem the Warrants and that prohibit you from engaging in certain investment strategies. We may redeem the Warrants for $0.01 per Warrant once the closing price of our common stock has equaled or exceeded $ per share, subject to adjustment, for 10 consecutive trading days. If we give notice of redemption, you will be forced to sell or exercise your Warrants or accept the redemption price. The notice of redemption could come at a time when it is not advisable or possible for you to exercise the Warrants. As a result, you may be unable to benefit from owning the Warrants being redeemed. In addition, for so long as you continue to hold Warrants, you will not be permitted to enter into any short sale or similar transaction with respect to our Common Stock. This could prevent you from pursuing investment strategies that could provide you greater financial benefits from owning the Warrant.

~~The dealer-manager is not underwriting, nor acting as placement agent of, the Subscription Rights or the securities underlying the Subscription Rights.~~

Maxim Group LLC will act as dealer-manager for this Rights Offering. As provided in the dealer-manager agreement, the dealer-manager will provide marketing assistance in connection with this offering. The dealer-manager is not underwriting or placing any of the Subscription Rights or the shares of our common stock or Warrants being issued in this offering and is not making any recommendation with respect to such Subscription Rights (including with respect to the exercise or expiration of such Subscription Rights), shares or Warrants. The dealer-manager will not be subject to any liability to us in rendering the services contemplated by the dealer-manager agreement except for any act of bad faith or gross negligence by the dealer-manager. The Rights Offering may not be successful despite the services of the dealer-manager to us in this offering.

~~Since the Warrants are executory contracts, they may have no value in a bankruptcy or reorganization proceeding.~~

In the event a bankruptcy or reorganization proceeding is commenced by or against us, a bankruptcy court may hold that any unexercised Warrants are executory contracts that are subject to rejection by us with the approval of the bankruptcy court. As a result, holders of the Warrants may, even if we have sufficient ~~funds, not be entitled~~cash resources to ~~receive any consideration for their Warrants or may receive an amount less than they~~satisfy our debt obligations and such acceleration would ~~be entitled to if they had exercised their Warrants prior to the commencement of any such bankruptcy or reorganization proceeding.~~adversely affect our business and financial condition.

~~FORWARD-LOOKING~~

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated herein by reference contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on our ~~management's~~management’s current beliefs, expectations and assumptions about future events, conditions and results and on information currently available to us. Discussions containing these forward-looking statements may be found, among other places, in the Sections entitled ~~"Business," "Risk Factors"~~“Business,” “Risk Factors” and ~~"Management's~~“Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations"~~Operations” incorporated by reference from our most recent Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q, as well as any amendments thereto, filed with the SEC.

All statements, other than statements of historical fact, included or incorporated herein regarding our strategy, future operations, financial position, future revenues, projected costs, plans, prospects and objectives are forward-looking statements. Words such as ~~"expect," "anticipate," "intend," "plan," "believe," "seek," "estimate," "think," "may," "could," "will," "would," "should," "continue," "potential," "likely," "opportunity"~~“expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “think,” “may,” “could,” “will,” “would,” “should,” “continue,” “potential,” “likely,” “opportunity” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements. Additionally, forward-looking statements include statements concerning future matters such as our anticipated expenditures, including those related to clinical research studies and general and administrative expenses, the potential size of the market for our products, future development and/or expansion of our products and therapies in our markets, our ability to generate product revenues or effectively manage our gross profit margins, our ability to obtain regulatory clearance, expectations as to our future performance, liquidity and capital resources, including our potential need for additional financing and the availability thereof, and the potential enhancement of our cash position through development, marketing, and licensing arrangements. Such statements are based on currently available operating, financial and competitive information and are subject to various risks, uncertainties and assumptions that could cause actual results to differ materially from those anticipated or implied in our forward-looking statements due to a number of factors including, but not limited to, our need and ability to raise additional cash, our joint ventures, risks associated with laws or regulatory requirements applicable to us, market conditions, product performance, potential litigation, competition within the regenerative medicine field, and other factors set forth above under the section entitled ~~"Risk Factors"~~“Risk Factors” in this ~~prospectus and any accompanying prospectus supplement.~~prospectus. Given these risks, uncertainties and other factors, many of which are beyond our control, you should not place undue reliance on these forward-looking statements.

Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to revise any forward-looking statements to reflect events or developments occurring after the date of this prospectus, even if new information becomes available in the future.

THE LINCOLN PARK TRANSACTION

General

On December 22, 2016, we entered into the Purchase Agreement and the Registration Rights Agreement with Lincoln Park. Pursuant to the terms of the Purchase Agreement, Lincoln Park has agreed to purchase from us up to $20.0 million in the aggregate of our common stock (subject to certain limitations) from time to time over a 30-month period from the date the registration statement of which this prospectus forms a part is declared effective by the SEC. Pursuant to the terms of the Registration Rights Agreement, we have filed with the SEC the registration statement that includes this prospectus to register for resale under the Securities Act the shares that have been or may be issued to Lincoln Park under the Purchase Agreement. The registration statement of which this prospectus is a part, does not register all of the shares issuable pursuant to the Purchase Agreement. To sell additional shares to Lincoln Park under the Purchase Agreement, we will have to file one or more additional registration statements for those additional shares.

Other than 127,419 shares of our common stock that we have already issued to Lincoln Park pursuant to the terms of the Purchase Agreement as consideration for its commitment to purchase shares of our common stock under the Purchase Agreement, we do not have the right to commence any sales to Lincoln Park under the Purchase Agreement until the SEC has declared effective the registration statement of which this prospectus forms a part. Thereafter and upon satisfaction of the other conditions set forth in the Purchase Agreement, we may, from time to time and at our sole discretion, direct Lincoln Park to purchase shares of our common stock in amounts up to 100,000 shares on any single business day so long as at least one business day has passed since the most recent purchase. We can also increase the amount of our common stock to be purchased under certain circumstances to up to 300,000 shares but not exceeding $1.0 million per purchase plus additional “accelerated amounts” and “additional amounts” under certain circumstances. The purchase price per share is based on the market price of our common stock immediately preceding the time of sale as computed under the Purchase Agreement. Lincoln Park may not assign or transfer its rights and obligations under the Purchase Agreement.

Purchase of Shares Under the Purchase Agreement

Under the Purchase Agreement, on any business day selected by us, we may direct Lincoln Park to purchase up to 100,000 shares of our common stock on any such business day so long as one business day has passed since the last purchase. On any day that the closing sale price of our common stock is not below (a) $2.00, the purchase amount may be increased, at our sole discretion, to up to 150,000 shares of our common stock per purchase, and (b) $3.00, the purchase amount may be increased, at our sole discretion, to up to 300,000 shares of our common stock per purchase, provided in each instance that the amount cannot exceed $1.0 million (such purchases, Regular Purchases). Lincoln Park will not be required to purchase any shares of our common stock if such sale would result in Lincoln Park’s beneficial ownership exceeding 9.99% of the then outstanding shares of our common stock. The purchase price per share for each such Regular Purchase will be equal to the lower of:

the lowest sale price for our common stock on the purchase date of such shares; or

the arithmetic average of the three lowest closing sale prices for our common stock during the 10 consecutive business days ending on the business day immediately preceding the purchase date of such shares.

In addition to Regular Purchases described above, we may also direct Lincoln Park, on any business day on which we have properly submitted a Regular Purchase notice and the closing price of our common stock is not below $1.00 per share, to purchase an additional amount of our common stock (such purchase, an Accelerated Purchase), not to exceed the lesser of:

30% of the aggregate shares of our common stock traded during normal trading hours on the purchase date; and

three times the number of purchase shares purchased pursuant to the corresponding Regular Purchase.

The purchase price per share for each such Accelerated Purchase will be equal to the lower of:

97% of the volume weighted average price during (i) the entire trading day on the purchase date, if the volume of shares of our common stock traded on the purchase date has not exceeded a volume maximum calculated in accordance with the Purchase Agreement, or (ii) the portion of the trading day of the purchase date (calculated starting at the beginning of normal trading hours) until such time at which the volume of shares of our common stock traded has exceeded such volume maximum; or

the closing sale price of our common stock on the purchase date.

In the case of Regular Purchases, Accelerated Purchases and Additional Purchases, the purchase price per share will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during the business days used to compute the purchase price.

Other than as set forth above, there are no trading volume requirements or restrictions under the Purchase Agreement, and we will control the timing and amount of any sales of our common stock to Lincoln Park.

Events of Default

Events of default under the Purchase Agreement include the following:

the effectiveness of the registration statement of which this prospectus forms a part, or any future registration statement relating to the resale of shares issuable pursuant to the Purchase Agreement, lapses for any reason (including, without limitation, the issuance of a stop order), or any required prospectus supplement and accompanying prospectus are unavailable for the resale by Lincoln Park of our common stock offered hereby, and such lapse or unavailability continues for a period of 10 consecutive business days or for more than an aggregate of 30 business days in any 365-day period;

suspension by our principal market of our common stock from trading for a period of one business day;

the de-listing of our common stock from the NASDAQ Capital Market, provided our common stock is not immediately thereafter trading on the New York Stock Exchange, the NYSE MKT, the NYSE Arca, the NASDAQ Global Market, the NASDAQ Global Select Market, the OTC Bulletin Board or OTC Markets (or nationally recognized successor thereto);

the transfer agent’s failure for three business days to issue to Lincoln Park shares of our common stock which Lincoln Park is entitled to receive under the Purchase Agreement;

our breach of any representation, warranty, covenant, or other term or condition contained in the Purchase Agreement or any related agreement which has or which would reasonably be expected to have a material adverse effect on us subject to a cure period of five business days;

any voluntary or involuntary participation or threatened participation in insolvency or bankruptcy proceedings by or against us;

if at any time we are not eligible to transfer our common stock electronically; or

if at any time the Exchange Cap is reached (to the extent the Exchange Cap is applicable).

Lincoln Park does not have the right to terminate the Purchase Agreement upon any of the events of default set forth above. During an event of default, all of which are outside of Lincoln Park’s control, we cannot initiate any Regular Purchases or Accelerated Purchases under the Purchase Agreement.

Our Termination Rights

We have the unconditional right, at any time, for any reason and without any payment or liability to us, to give notice to Lincoln Park to terminate the Purchase Agreement. In the event of bankruptcy proceedings by or against us, the Purchase Agreement will automatically terminate without action of any party.

No Short-Selling or Hedging by Lincoln Park

Lincoln Park has agreed that neither it nor any of its affiliates shall engage in any direct or indirect short-selling or hedging of our common stock during any time prior to the termination of the Purchase Agreement.

No Variable Rate Transactions

We agreed with Lincoln Park that we will not enter into any “variable rate” transactions with any third party from the date of the Purchase Agreement until the 30-month anniversary of the date of the Purchase Agreement, subject to certain exceptions set forth in the Purchase Agreement. Additionally, we agreed with Lincoln Park that we will not effect any issuance of shares of our common stock in any “continuous offering” in which we enter into any agreement, including, but not limited to, an equity line of credit, whereby we may sell securities at a future determined price until the expiration of the 30-month period following the date of the Purchase Agreement.

Effect of Performance of the Purchase Agreement on Our Stockholders

All shares of common stock registered in this offering are expected to be freely tradable. It is anticipated that shares registered in this offering will be sold over a period of up to 30 months commencing on the date that the registration statement including this prospectus becomes effective. The sale by Lincoln Park of a significant amount of shares registered in this offering at any given time could cause the market price of our common stock to decline and to be highly volatile. Lincoln Park may ultimately purchase all, some or none of the shares of common stock not yet issued but registered in this offering. If we sell these shares to Lincoln Park, Lincoln Park may sell all, some or none of such shares. Therefore, sales to Lincoln Park by us under the Purchase Agreement may result in substantial dilution to the interests of other holders of our common stock. In addition, if we sell a substantial number of shares to Lincoln Park under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with Lincoln Park may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales. However, we have the right to control the timing and amount of any sales of our shares to Lincoln Park and the Purchase Agreement may be terminated by us at any time at our discretion without any cost to us.

Pursuant to the terms of the Purchase Agreement, we have the right, but not the obligation, to direct Lincoln Park to purchase up to $20.0 million of our common stock. We have registered only a portion of the shares issuable under the Purchase Agreement and, therefore, we may seek to issue and sell to Lincoln Park under the Purchase Agreement more shares of our common stock than are offered under this prospectus. If we choose to do so, we must first register for resale under the Securities Act any such additional shares, which could cause additional substantial dilution to our stockholders. The number of shares ultimately offered for resale by Lincoln Park under this prospectus is dependent upon the number of shares we direct Lincoln Park to purchase under the Purchase Agreement.

The following table sets forth the amount of proceeds we would receive from Lincoln Park from the sale of shares at varying purchase prices:

Assumed Average Purchase Price Per Share⁽¹⁾⁽²⁾		Number of Registered Shares to be Issued if Full Purchase⁽³⁾⁽⁴⁾		Percentage of Outstanding Shares After Giving Effect to the Issuance to Lincoln Park⁽⁴⁾		Additional Proceeds from the Sale of Registered Shares to Lincoln Park Under the Purchase Agreement
	$1.00		6,000,000		21.66%		$6,000,000
	$1.36		6,000,000		21.66%		$8,160,000
	$2.00		6,000,000		21.66%		$12,000,000
	$3.00		6,000,000		21.66%		$18,000,000
	$4.00		5,000,000		18.72%		$20,000,000


	⁽¹⁾	Although the Purchase Agreement provides that we may sell up to $20.0 million of our common stock to Lincoln Park, we are only registering 6,509,677 shares (inclusive of the 127,419 initial commitment shares issued to Lincoln Park and the 382,258 additional commitment shares that may be issued to Lincoln Park as a commitment fee) under this prospectus, which may or may not cover all of the shares we ultimately sell to Lincoln Park under the Purchase Agreement. As a result, we have included in this column only those shares that we are registering in this offering.


	⁽²⁾	The closing price of our common stock on December 28, 2016 was $1.36.


	⁽³⁾	The number of registered shares to be issued excludes the 127,419 commitment shares previously issued and registered hereunder and 382,258 additional commitment shares that may be issued to Lincoln Park because no proceeds will be attributable to such shares.


	⁽⁴⁾	The denominator is based on 21,706,490 shares outstanding as of December 28, 2016, adjusted to include the issuance of up to 127,419 initial commitment shares issued to Lincoln Park, and the number of shares set forth in the adjacent column which we would have sold to Lincoln Park, assuming the purchase price in the adjacent column including any related pro rata additional commitment shares. The numerator is based on the number of shares issuable under the Purchase Agreement at the corresponding assumed purchase price set forth in the adjacent column. The number of shares in such column does not include shares that may be issued to Lincoln Park under the Purchase Agreement which are not registered in this offering. The table does not give effect to the prohibition contained in the Purchase Agreement that prevents us from selling and issuing to Lincoln Park shares such that, after giving effect to such sale and issuance, Lincoln Park and its affiliates would beneficially own more than 9.99% of the then outstanding shares of our common stock.

USE OF PROCEEDS

~~Assuming~~

The 127,419 shares currently outstanding that ~~all Units~~ are ~~subscribed~~being offered for inresale by Lincoln Park, the ~~Rights Offering, we estimate that~~selling stockholder, will be sold for the ~~net~~account of Lincoln Park. As a result, all proceeds from the Rights Offering will be approximately $ million, based on the Subscription Price of $ per Unit, after deducting expenses relating to this offering payable by us estimated at approximately $ million, including dealer-manager fees and expenses and excluding any proceeds received upon exercise of any Warrants.

~~We intend to use approximately half~~sales of the ~~net~~127,419 shares of common stock currently outstanding and offered for resale hereby will go to Lincoln Park and we will not receive any proceeds from the ~~exercise~~resale of ~~Subscription Rights research and development, including our clinical trials, further development~~those shares of ~~our Celution System products and other related research and development. In addition,~~common stock by Lincoln Park.

We may receive up to $20.0 million in gross proceeds if we ~~intend~~issue to ~~use approximately half~~Lincoln Park all of the ~~net~~additional shares issuable pursuant to the Purchase Agreement. However, we are not registering for sale and are not offering under this prospectus all of the shares issuable pursuant to the Purchase Agreement. As we are unable to predict the timing or amount of potential issuances of all of the shares offered hereby, we have not allocated any proceeds ~~for general corporate purposes, including our sales and marketing initiatives, including those relating~~of such issuances to ~~our potential commercialization of ECCS-50 in Europe, general administrative expenses,~~any particular purpose. Accordingly, all such proceeds are expected to be used for working capital and capital expenditures. Any proceeds received by us from the exercise of Warrants will be used for the same purposes and in the same manner. Pending these uses, we intend to invest the net proceeds in investment-grade, short-term, interest-bearing securities.general corporate purposes. It is possible that ~~pending their use, we may invest~~no shares will be issued under the ~~net proceeds in a way that does not yield a favorable, or~~Purchase Agreement.

After the issuance of any ~~return for us.~~

~~Our management will have broad discretion as to the allocation~~ of the ~~net~~shares issuable under the Purchase Agreement, we would not receive any proceeds from the resale of those shares by Lincoln Park because those shares will be sold for the account of Lincoln Park.

We will incur all costs associated with this registration statement and prospectus.

SELLING STOCKHOLDER

The following table sets forth certain information regarding Lincoln Park, the selling stockholder, and the shares of common stock beneficially owned by it, which information is available to us as of December 28, 2016. Lincoln Park may offer the shares under this prospectus from time to time and may elect to sell some, all or none of the shares set forth under this prospectus. However, for the purposes of the table below, we have assumed that, after completion of the offering, ~~and could use them~~none of the shares covered by this prospectus will be held by Lincoln Park. In addition, Lincoln Park may have sold, transferred or otherwise disposed of all or a portion of its shares of common stock since the date on which it provided information for ~~purposes other~~this table. We have not made independent inquiries about such transfers or dispositions. See the section entitled “Plan of Distribution.”.

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act. The percentage of shares beneficially owned before the offering is based on 21,706,490 shares of our common stock outstanding as of December 28, 2016.

Selling Stockholder

Number of Shares Beneficially Owned Before this Offering

Percentage of Outstanding Shares Beneficially Owned Before this Offering

Shares to be Sold in this Offering Assuming we issue the Maximum Number of Shares under the Purchase Agreement

Percentage of Outstanding Shares Beneficially Owned After this Offering

Lincoln Park Capital Fund, LLC ⁽¹⁾

206,084

⁽²⁾

*⁽³⁾

6,509,677

⁽⁴⁾

* Less than ~~those contemplated at the time of commencement of this offering.~~1%.


	⁽¹⁾	Josh Scheinfeld and Jonathan Cope, the Managing Members of Lincoln Park Capital, LLC, are deemed to be beneficial owners of all of the shares of common stock owned by Lincoln Park Capital Fund, LLC. Messrs. Cope and Scheinfeld have shared voting and investment power over the shares being offered under the prospectus filed with the SEC in connection with the transactions contemplated under the Purchase Agreement. Lincoln Park Capital, LLC is not a licensed broker dealer or an affiliate of a licensed broker dealer.


	⁽²⁾	Represents (i) 127,419 shares of our common stock issued to Lincoln Park on December 22, 2016 as an initial fee for its commitment to purchase shares of our common stock under the Purchase Agreement, all of which shares are covered by the registration statement that includes this prospectus and (ii) 78,665 shares and warrants to acquire shares previously acquired by Lincoln Park. See the description under the heading “The Lincoln Park Transaction” for more information about the Purchase Agreement.


	⁽³⁾	Based on 21,706,490 outstanding shares of our common stock as of December 28, 2016, which includes 127,419 shares of our common stock issued to Lincoln Park on December 22, 2016 as an initial fee for its commitment to purchase additional shares of our common stock under the Purchase Agreement. Although we may at our discretion elect to sell to Lincoln Park up to an aggregate amount of $20.0 million of our common stock under the Purchase Agreement, such shares are not included in determining the percentage of shares beneficially owned before this offering.


	⁽⁴⁾	Assumes issuance of the maximum 6,509,677 shares being registered hereby.

~~DILUTION~~

DILUTION

Purchasers of our common stock ~~contained~~ in ~~the Units sold in the Rights Offering (and upon exercise of the Warrants contained in the Units)~~this offering will experience an immediate dilution of the net tangible book value per share of our common stock. Our net tangible book value as of ~~December 31, 2015~~September 30, 2016 was approximately ~~$(0.7)~~ $1.0 million, or ~~$0.00~~ $0.05 per share of our common stock (based upon ~~195,058,395~~ 20,495,069 shares of our common stock outstanding). Net tangible book value per share is equal to our total tangible assets less our total liabilities, divided by the number of shares of our outstanding common stock.

Dilution in net tangible book value per share ~~of common stock equals~~represents the difference between the ~~subscription price~~amount per ~~Unit~~share paid by purchasers of common stock in ~~the Rights Offering (ascribing no value to the Warrants contained in the Units)~~this offering, assuming a purchase price of $1.36 per share (the closing price of our common stock on December 28, 2016), and the as adjusted net tangible book value per share of ~~our~~ common stock immediately after the ~~Rights Offering.~~

~~Based on~~completion of this offering. Therefore, after giving effect to our assumed receipt of $8.0 million in estimated net proceeds from the ~~sale by us in this Rights Offering~~issuance of ~~a maximum of Units (consisting of shares of our common stock and Warrants to purchase an aggregate of~~6,000,000 shares of common stock ~~upon exercise), at~~under the ~~Subscription Price~~Purchase Agreement and registered in this offering (assuming a purchase price of $$1.36 per ~~Unit, and after deducting estimated~~share for 6,000,000 shares, the issuance of 283,380 commitment shares for no additional cash consideration, offering expenses ~~and dealer-manager fees and expenses payable by us~~of $115,000, and assuming ~~no exercise of the Warrants,~~all such sales and issuances were made on September 30, 2016), our ~~pro forma~~as adjusted net tangible book value as of ~~December 31, 2015~~ September 30, 2016 would have been ~~approximately $~~ $9.0 million, or $$0.34 per share. This ~~represents~~would represent an immediate increase in ~~pro forma~~the net tangible book value of $0.29 per share to existing stockholders ~~of $ per share~~ and an immediate dilution of $1.02 per share to ~~purchasers~~new investors purchasing shares of our common stock in ~~the Rights Offering of $ per share.~~this offering. The following table illustrates this ~~per-share~~per share dilution:

Assumed public offering price per share of common stock			$	1.36
Net tangible book value per share as of September 30, 2016	$	0.05
Increase in net tangible book value per share attributable to this offering		0.29
As adjusted net tangible book value per share after this offering				0.34
Dilution per share to new investors			$	1.02

Subscription Price $
Net tangible book value per share as of December 31, 2015 $ 0.00
Increase in net tangible book value per share attributable to Rights Offering
Pro forma net tangible book value per share as of December 31, 2015, after giving effect to Rights Offering

Dilution in net tangible book value per share to purchasers in the Rights Offering $

The information above is as of ~~December 31, 2015~~September 30, 2016 and excludes:

~~8,605,905~~

747,692 shares of common stock issuable upon the exercise of stock options outstanding as of ~~December 31, 2015~~September 30, 2016 with a weighted average exercise price of ~~$2.99~~$22.51 per share;

~~467,941~~

17,266 shares of common stock issuable upon the vesting of ~~outstanding~~ restricted stock ~~awards;~~awards outstanding as of September 30, 2016;

~~5,576,623~~

435,514 shares of common stock available for future grants under our 2014 Equity Incentive Plan as of ~~December 31, 2015; and~~September 30, 2016;

~~1,000,000~~

33,333 shares of common stock available for future grants under our 2015 New Employee Incentive Plan as of ~~December 31, 2015; and~~September 30, 2016;

~~3,275,693~~

3,571,765 shares of our common stock issuable upon the exercise of outstanding warrants as of ~~December 31, 2015~~September 30, 2016 with a weighted-average exercise price of ~~$1.48~~$4.24 per ~~share.~~share; and

1,073,800 shares of our common stock issued after September 30, 2016 pursuant to our at-the-market sales agreement.

MARKET PRICE OF OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

From August 2000 (our initial public offering in Germany) until September 2007 our common stock was quoted on the Frankfurt Stock Exchange under the symbol ~~"XMPA"~~“XMPA” (formerly XMP). In September 2007 our stock closed trading on the Frankfurt Stock Exchange. In December 2005, our common stock commenced trading on NASDAQ Capital Market under the symbol ~~"CYTX."~~“CYTX.” From December 2005 until February 2006 our common stock traded on the ~~NCM,~~NASDAQ Capital Market, from February 2006 until February 2016 it traded on the ~~NGM,~~NASDAQ Global Market, and since February 2016 it has traded on the ~~NCM.~~NASDAQ Capital Market. Our common stock has, from time to time, traded on a limited, sporadic and volatile basis. The following tables show the high and low sales prices for our common stock for the periods ~~indicated, as reported by NASDAQ.~~indicated. These prices do not include retail markups, markdowns or commissions.

	Price Ranges
	High		Low
Fiscal Year Ended December 31, 2016
First Quarter		$3.30		$1.95
Second Quarter		$5.25		$2.00
Third Quarter		$2.25		$1.83
Fourth Quarter (through December 28, 2016)		$2.00		$1.36

Fiscal Year Ended December 31, 2015
First Quarter		$20.55		$6.60
Second Quarter		$20.25		$8.40
Third Quarter		$8.25		$4.50
Fourth Quarter		$6.30		$2.85

Fiscal Year Ended December 31, 2014
First Quarter		$49.80		$37.35
Second Quarter		$42.45		$32.85
Third Quarter		$36.00		$10.20
Fourth Quarter		$10.35		$5.70

Price
Ranges
High Low
Fiscal Year Ended December 31, 2016
First Quarter 0.24 0.128
Second Quarter (through April 5, 2016) 0.255 0.21

Fiscal Year Ended December 31, 2015
First Quarter 1.37 0.44
Second Quarter 1.35 0.56
Third Quarter 0.55 0.30
Fourth Quarter 0.42 0.19

Fiscal Year Ended December 31, 2014
First Quarter 3.47 2.44
Second Quarter 2.88 2.14
Third Quarter 2.52 0.66
Fourth Quarter 0.70 0.36

The closing price of our common stock on ~~April 5,~~December 28, 2016 was ~~$0.23~~$1.36 per share. All of our outstanding shares have been deposited with the Depository Trust & Clearing Corporation, or DTCC, since December 2005. As of ~~January 31,~~December 28, 2016, we had approximately 2125 record holders of our common stock. Because many of our shares are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of individual stockholders represented by these record holders.

~~DIVIDEND~~

DIVIDEND POLICY

We have never paid cash dividends on our common stock in the past and we currently anticipate that no cash dividends will be paid on common stock in the foreseeable future. Furthermore, our ~~loan agreement~~Loan and Security Agreement with Oxford Finance LLC currently prohibits our issuance of cash dividends. We expect as of the date hereof to retain any future earnings to fund the operation and expansion of our business.

~~THE RIGHTS OFFERING~~

~~The Subscription Rights~~

We are distributing to the record holders of our common stock, at no charge, non-transferable Subscription Rights to purchase one Unit at a subscription price of $ per Unit. Each Basic Subscription Right will entitle you to purchase one share of our common stock and of a Warrant representing the right to purchase one share of our common stock at an exercise price of $ per share from the date of issuance through the expiration two years from the date of issuance. Each record holder of our common stock will receive one Subscription Right for every shares of our common stock owned by such record holder as of the Record Date. Each Subscription Right entitles the record holder to a Basic Subscription Right and an Over-Subscription Privilege.

~~Basic Subscription Rights~~

Your Basic Subscription Rights will entitle you to purchase one share of our common stock and of a Warrant to purchase one share of our common stock. For example, if you owned 100 shares of common stock as of the Record Date, you will receive Subscription Rights and will have the right to purchase shares of our common stock and Warrants to purchase shares of our common stock for $ per whole Unit, or a total payment of $ . You may exercise all or a portion of your Basic Subscription Rights, or you may choose not to exercise any of your Basic Subscription Rights. If you do not exercise your Basic Subscription Rights in full, you will not be entitled to exercise your Over-Subscription Privilege.

~~Over-Subscription Privilege~~

If you exercise your Basic Subscription Rights in full, you may also choose to exercise your Over-Subscription Privilege. Subject to proration and stock ownership limitations, if applicable, we will seek to honor the Over-Subscription Privilege requests in full. If Over-Subscription Privilege requests exceed the number of Units available, however, we will allocate the available Units pro rata among the stockholders as of the record date exercising the Over-Subscription Privilege in proportion to the number of shares of our common stock each of those stockholders owned on the Record Date, relative to the number of shares owned on the Record Date by all stockholders as of the record date exercising the Over-Subscription Privilege. If this pro rata allocation results in any stockholder receiving a greater number of Units than the record holder subscribed for pursuant to the exercise of the Over-Subscription Privilege, then such record holder will be allocated only that number of Units for which the record holder oversubscribed, and the remaining Units will be allocated among all other stockholders exercising the Over-Subscription Privilege on the same pro rata basis described above. The proration process will be repeated until all Units have been allocated.

~~Broadridge Corporate Issuer Solutions, Inc., the Subscription Agent for the Rights Offering, will determine the over-subscription allocation based on the formula described above.~~

To the extent the aggregate subscription payment of the actual number of unsubscribed Units available to you pursuant to the Over-Subscription Privilege is less than the amount you actually paid in connection with the exercise of the Over-Subscription Privilege, you will be allocated only the number of unsubscribed Units available to you, and any excess subscription payments will be returned to you, without interest or deduction, with 10 business days after expiration of the Rights Offering.

We can provide no assurances that you will actually be entitled to purchase the number of Units issuable upon the exercise of your Over-Subscription Privilege in full at the expiration of the Rights Offering. We will not be able to satisfy any requests for Units pursuant to the Over-Subscription Privilege if all of our stockholders exercise their Basic Subscription Rights in full, and we will only honor an Over-Subscription Privilege to the extent sufficient Units are available following the exercise of Basic Subscription Rights.

~~Limitation on the Purchase of Units~~

You may only purchase the number of whole Units purchasable upon exercise of the number of Basic Subscription Rights distributed to you in the Rights Offering, plus the Over-Subscription Privilege, if any. Accordingly, the number of Units that you may purchase in the Rights Offering is limited by the number of shares of our common stock you held on the Record Date and by the extent to which other stockholders exercise their Basic Subscription Rights and Over-Subscription Privileges, which we cannot determine prior to completion of the Rights Offering. However, due to stock exchange restrictions, we will not issue Units in the Rights Offering to the extent that a holder would beneficially own, together with any other person with whom such holder

'DESCRIPTION OF~~s securities may be aggregated under applicable law, more than 19.9% of our outstanding shares of common stock.~~

~~Subscription Price~~

The Subscription Price is $ per Unit. The Subscription Price does not necessarily bear any relationship to our past or expected future results of operations, cash flows, current financial condition, or any other established criteria for value. No change will be made to the Subscription Price by reason of changes in the trading price of our common stock or other factor prior to the expiration of this Rights Offering.

~~Determination of Subscription Price~~

~~In the determining the Subscription Price, the board of directors considered a variety of factors including those listed below:~~

~~our need to raise capital in the near term to continue our operations;~~

~~the current and historical trading prices of our common stock;~~

~~a price that would increase the likelihood of participation in the Rights Offering;~~

~~the cost of capital from other sources;~~

~~the value of the Warrant being issued as a component of the Unit;~~

comparable precedent transactions, including the percentage of shares offered, the terms of the subscription rights being offered, the subscription price and the discount that the subscription price represents to the immediately prevailing closing prices for these offerings;

~~an analysis of stock price trading multiples for companies similar to us that, among other things, did not need to raise capital in the near-term; and~~

~~our most recently forecasted revenue relative to our peer group.~~

The Subscription Price does not necessarily bear any relationship to any established criteria for value. No valuation consultant or investment banker has opined upon the fairness or adequacy of the Subscription Price. You should not consider the Subscription Price as an indication of actual value of our company or our common stock. You should not assume or expect that, after the Rights Offering, our shares of common stock will trade at or above the Subscription Price in any given time period. The market price of our common stock may decline during or after the Rights Offering. We cannot assure you that you will be able to sell the shares of our common stock purchased during the Rights Offering at a price equal to or greater than the Subscription Price. You should obtain a current price quote for our common stock before exercising your Subscription Rights and make your own assessment of our business and financial condition, our prospects for the future, and the terms of this Rights Offering. Once made, all exercises of Subscription Rights are irrevocable.

~~No Short-Sales~~

~~By exercising the Subscription rights, you are representing to us that you have not entered into any short sale or similar transaction with respect to our~~ CAPITAL STOCK

Common Stock since the record date for the Rights Offering. In addition, the Subscription Rights provide that, upon exercise of the Subscription Right, you represent that you have not since the Record Date and, for so long as you continue to hold Warrants issued in connection with the exercise of the Subscription Right, agree to not to enter into any short sale or similar transaction with respect to our Common Stock. These requirements prevent you from pursuing certain investment strategies that could provide you greater financial benefits than you might have realized if the Subscription Rights did not contain these requirements.

~~No Recombination~~

The common stock and Warrants comprising the Units will separate upon the exercise of the Subscription Rights, and the Units will not trade as a separate security. Holders may not recombine shares of common stock and Warrants to receive a Unit.

~~Non-Transferability of Subscription Rights~~

The Subscription Rights are non-transferable (other than by operation of law) and, therefore, you may not sell, transfer, assign or give away your Subscription Rights to anyone. The Subscription Rights will not be listed for trading on any stock exchange or market.

~~Expiration Date; Extension~~

The subscription period, during which you may exercise your Subscription Rights, expires at 5:00 p.m., Eastern Time, on , 2016, which is the expiration of the Rights Offering. If you do not exercise your Subscription Rights before that time, your Subscription Rights will expire and will no longer be exercisable. We will not be required to issue shares to you if the Subscription Agent receives your Rights Certificate or your subscription payment after that time. We have the option to extend the Rights Offering in the sole discretion of the Company and Maxim, although we do not presently intend to do so. We may extend the Rights Offering by giving oral or written notice to the Subscription Agent before the Rights Offering expires. If we elect to extend the Rights Offering, we will issue a press release announcing the extension no later than 9:00 a.m., Eastern Time, on the next business day after the most recently announced expiration date of the Rights Offering.

If you hold your shares of common stock in the name of a broker, dealer, bank or other nominee, the nominee will exercise the Subscription Rights on your behalf in accordance with your instructions. Please note that the nominee may establish a deadline that may be before 5:00 p.m., Eastern Time, on , 2016, which is the expiration date that we have established for the Rights Offering.

~~Termination~~

We may terminate the Rights Offering at any time and for any reason prior to the completion of the Rights Offering. If we terminate the Rights Offering, we will issue a press release notifying stockholders and the public of the termination.

~~Return of Funds upon Completion or Termination~~

The Subscription Agent will hold funds received in payment for shares in a segregated account pending completion of the Rights Offering. The Subscription Agent will hold this money until the Rights Offering is completed or is terminated. To the extent you properly exercise your Over-Subscription Privilege for an amount of Units that exceeds the number of unsubscribed Units available to you, any excess subscription payments will be returned to you within 10 business days after the expiration of the Rights Offering, without interest or deduction. If the Rights Offering is terminated for any reason, all subscription payments received by the Subscription Agent will be returned within 10 business days, without interest or deduction.

~~Shares of Our Common Stock Outstanding After the Rights Offering~~

Based on 195,058,395 shares of common stock outstanding as of December 31, 2015, assuming no other transactions by us involving our common stock prior to the expiration of the Rights Offering, and if the Rights Offering is fully subscribed, we will have shares of common stock issued and outstanding, and Warrants to purchase an additional shares of our common stock (excluding the 3,275,693 currently outstanding warrants). The exact number of shares and Warrants that we will issue in this offering will depend on the number of Units that are subscribed for in the Rights Offering.

~~Methods for Exercising Subscription Rights~~

~~The exercise of Subscription Rights is irrevocable and may not be cancelled or modified. You may exercise your Subscription Rights as follows:~~

~~Subscription by Record Holders~~

If you are a stockholder of record or a holder of warrants, the number of Units you may purchase pursuant to your Subscription Rights in indicated on the enclosed Rights Certificate. You may exercise your Subscription Rights by properly completing and executing the Rights Certificate and forwarding it, together with your full payment, to the Subscription Agent at the address given below under "~~Subscription Agent,~~" ~~to be received before 5:00 p.m., Eastern Time, on , 2016.~~

~~Subscription by Beneficial Owners~~

If you are a beneficial owner of shares of our common stock that are registered in the name of a broker, dealer, bank, or other nominee, you will not receive a Rights Certificate. Instead, we will issue one Subscription Right to such nominee record holder for all shares of our common stock held by such nominee at the Record Date. If you are not contacted by your nominee, you should promptly contact your nominee in order to subscribe for shares in the Rights Offering and follow the instructions provided by your nominee.

To properly exercise your Over-Subscription Privilege, you must deliver the subscription payment related to your Over-Subscription Privilege before the Rights Offering expires. Because we will not know the total number of unsubscribed Units before the Rights Offering expires, if you wish to maximize the number of shares you purchase pursuant to your Over-Subscription Privilege, you will need to deliver payment in an amount equal to the aggregate subscription payment for the maximum number of Units that you wish to purchase.

~~Payment Method~~

~~Payments must be made in full in U.S. currency by personal check, certified check or bank draft, or by wire transfer, and payable to~~ "~~Broadridge Corporate Issuer Solutions, Inc., as Subscription Agent for Cytori Therapeutics, Inc.~~" You must timely pay the full subscription payment, including payment for the Over-Subscription Privilege, for the full number of shares of our common stock you wish to acquired pursuant to the exercise of Subscription Rights by delivering a:

~~certified or personal check drawn against a U.S. bank payable to~~ "~~Broadridge Corporate Issuer Solutions, Inc., as Subscription Agent for Cytori Therapeutics, Inc.~~";

~~U.S. Postal money order payable to~~ "~~Broadridge Corporate Issuer Solutions, Inc., as Subscription Agent for Cytori Therapeutics, Inc.~~"~~; or~~

wire transfer of immediately available funds directly to the account maintained by Broadridge Corporate Issuer Solutions, Inc., as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at , ABA, # , Account # FBO Cytori Therapeutics, Inc., with reference to the name of the Rights holder.

If you elect to exercise your Subscription Rights, you should consider using a wire transfer or certified check drawn on a U.S. bank to ensure that the Subscription Agent receives your funds before the Rights Offering expires. If you send a personal check, payment will not be deemed to have been received by the Subscription Agent until the check has cleared. The clearinghouse may require five or more business days to clear a personal check. Accordingly, holders who wish to pay the Subscription Price by means of a personal check should make payment sufficiently in advance of the expiration of the Rights Offering to ensure that the payment is received and clears by that date. If you send a certified check, payment will be deemed to have been received by the Subscription Agent immediately upon receipt of such instrument.

~~You should read the instruction letter accompanying the Rights Certificate carefully and strictly follow it.~~ ~~DO NOT SEND RIGHTS CERTIFICATES OR PAYMENTS DIRECTLY TO US~~. We will not consider your subscription received until the Subscription Agent has received delivery of a properly completed and duly executed Rights Certificate and payment of the full subscription payment.

The method of delivery of Rights Certificates and payment of the subscription payment to the Subscription Agent will be at the risk of the holders of Subscription Rights. If sent by mail, we recommend that you send those certificates and payments by registered mail, properly insured, with return receipt requested, or by overnight courier, and that you allow a sufficient number of days to ensure delivery to the Subscription Agent and clearance of payment before the Rights Offering expires.

~~Missing or Incomplete Subscription Forms or Payment~~

If you fail to complete and sign the Rights Certificate or otherwise fail to follow the subscription procedures that apply to the exercise of your Subscription Rights before the Rights Offering expires, the Subscription Agent will reject your subscription or accept it to the extent of the payment received. Neither we nor our Subscription Agent undertakes any responsibility or action to contact you concerning an incomplete or incorrect subscription form, nor are we under any obligation to correct such forms. We have the sole discretion to determine whether a subscription exercise properly complies with the subscription procedures.

If you send a payment that is insufficient to purchase the number of shares you requested, or if the number of shares you requested is not specified in the forms, the payment received will be applied to exercise your Subscription Rights to the fullest extent possible based on the amount of the payment received. Any excess subscription payments received by the Subscription Agent will be returned, without interest or deduction, within 10 business days following the expiration of the Rights Offering.

~~Issuance of common stock and Warrants~~

The shares of common stock and Warrants that are purchased in the Rights Offering as part of the Units will be issued in book-entry, or uncertificated, form meaning that you will receive a direct registration (DRS) account statement from our transfer agent reflecting ownership of these securities if you are a holder of record of shares or warrants. If you hold your shares of common stock in the name of a bank, broker, dealer, or other nominee, DTC will credit your account with your nominee with the securities you purchased in the Rights Offering.

~~Subscription and Information Agent~~

The Subscription and Information Agent for the Rights Offering is Broadridge Corporate Issuer Solutions, Inc. The address to which Rights Certificates and payments should be mailed or delivered by overnight courier is provided below. If sent by mail, we recommend that you send documents and payments by registered mail, properly insured, with return receipt requested, and that you allow a sufficient number of days to ensure delivery to the Subscription Agent and clearance or payment before the Rights Offering expires. Do not send or deliver these materials to us.

~~Broadridge Corporate Issuer Solutions, Inc.~~

~~1717 Arch Street, Suite 1300~~

~~Philadelphia, PA 19103~~

~~Attn: Re-Organization Department~~

~~If you deliver the Rights Certificates in a manner different than that described in this prospectus, we may not honor the exercise of your Subscription Rights.~~

You should direct any questions or requests for assistance concerning the method of subscribing for the shares of our common stock or for additional copies of this prospectus to the Information Agent as follows:

~~Broadridge Corporate Issuer Solutions, Inc.~~

~~(855) 793-5068 (toll free)~~

~~Warrant Agent~~

~~The Warrant Agent for the Warrants is Broadridge Corporate Issuer Solutions, Inc.~~

~~No Fractional Shares~~

We will not issue fractional shares of common stock in the Rights Offering. Rights holders will only be entitled to purchase a number of Units representing a whole number of shares of common stock, rounded down to the nearest whole number of Units a holder would otherwise be entitled to purchase. Any excess subscription payments received by the Subscription Agent will be returned within 10 business days after expiration of the Rights Offering, without interest or deduction. Similarly, no fractional shares of common stock will be issued in connection with the exercise of a Warrant. Instead, for any such fractional share that would otherwise have been issuable upon exercise of the Warrant, the holder will be entitled to a cash payment equal to the pro-rated per share market price of the common stock on the last trading day preceding the exercise.

~~Notice to Brokers and Nominees~~

If you are a broker, dealer, bank, or other nominee holder that holds shares of our common stock for the account of others on the Record Date, you should notify the beneficial owners of the shares for whom you are the nominee of the Rights Offering as soon as possible to learn their intentions with respect to exercising their Subscription Rights. If a beneficial owner of our common stock so instructs, you should complete the Rights Certificate and submit it to the Subscription Agent with the proper subscription payment by the expiration date. You may exercise the number of Subscription Rights to which all beneficial owners in the aggregate otherwise would have been entitled had they been direct holders of our common stock on the Record Date, provided that you, as a nominee record holder, make a proper showing to the Subscription Agent by submitting the form entitled "~~Nominee Holder Certification,~~" ~~which is provided with your Rights Offering materials. If you did not receive this form, you should contact our Subscription Agent to request a copy.~~

~~Validity of Subscriptions~~

We will resolve all questions regarding the validity and form of the exercise of your Subscription Rights, including time of receipt and eligibility to participate in the Rights Offering. Our determination will be final and binding. Once made, subscriptions are irrevocable; we will not accept any alternative, conditional, or contingent subscriptions. We reserve the absolute right to reject any subscriptions not properly submitted or the acceptance of which would be unlawful. You must resolve any irregularities in connection with your subscriptions before the expiration date of the Rights Offering, unless we waive them in our sole discretion. Neither we nor the Subscription Agent is under any duty to notify you or your representative of defects in your subscriptions. A subscription will be considered accepted, subject to our right to withdraw or terminate the Rights Offering, only when the Subscription Agent receives a properly completed and duly executed Rights Certificate and any other required documents and the full subscription payment including final clearance of any personal check. Our interpretations of the terms and conditions of the Rights Offering will be final and binding.

~~Stockholder Rights~~

You will have no rights as a holder of the shares of our common stock you purchase in the Rights Offering until shares are issued in book-entry form or your account at your broker, dealer, bank, or other nominee is credited with the shares of our common stock purchased in the Rights Offering. Holders of Warrants issued in connection with the Rights Offering will not have rights as holders of our common stock until such Warrants are exercised and the shares of common stock underlying the Warrants are issued to the holder.

~~Foreign Shareholders~~

We will not mail this prospectus or Rights Certificates to stockholders with addresses that are outside the United States or that have an army post office or foreign post office address. The Subscription Agent will hold these Rights Certificates for their account. To exercise Subscription Rights, our foreign stockholders must notify the Subscription Agent prior to 5:00 p.m., Eastern Time, on , 2016, the third business day prior to the expiration date, of your exercise of Subscription Rights and provide evidence satisfactory to us, such as a legal opinion from local counsel, that the exercise of such Subscription Rights does not violate the laws of the jurisdiction in which such stockholder resides and payment by a U.S. bank in U.S. dollars before the expiration of the offer. If no notice is received by such time or the evidence presented is not satisfactory to us, the Subscription Rights represented thereby will expire.

~~No Revocation or Change~~

Once you submit the Rights Certificate or have instructed your nominee of your subscription request, you are not allowed to revoke or change the exercise or request a refund of monies paid. All exercises of Subscription Rights are irrevocable, even if you learn information about us that you consider to be unfavorable. You should not exercise your Subscription Rights unless you are certain that you wish to purchase shares at the Subscription Price.

~~U.S. Federal Income Tax Treatment of Rights Distribution~~

~~For U.S. federal income tax purposes, we do not believe holders of shares of our common stock or warrants should recognize income or loss upon receipt or exercise of a Subscription Right. See~~ "~~Material U.S. Federal Income Tax Consequences.~~"

~~No Recommendation to Rights Holders~~

Our board of directors is not making a recommendation regarding your exercise of the Subscription Rights. Stockholders who exercise Subscription Rights risk investment loss on money invested. We cannot assure you that the market price of our common stock will reach or exceed the Subscription Price, and even if it does so, that it will not decline during or after the Rights Offering. We also cannot assure you that you will be able to sell shares of our common stock or Warrants purchased in the Rights Offering at a price equal to or greater than the Subscription Price. You should make your investment decision based on your assessment of our business and financial condition, our prospects for the future and the terms of this Rights Offering. Please see "~~Risk Factors~~" ~~for a discussion of some of the risks involved in investing in our common stock.~~

~~Fees and Expenses~~

We will pay all fees charged by the Subscription Agent and the Information Agent, and by the dealer-manager. You are responsible for paying any other commissions, fees, taxes or other expenses incurred in connection with the exercise of your Subscription Rights.

~~Listing~~

The Subscription Rights may not be sold, transferred, assigned or given away to anyone, and will not be listed for trading on any stock exchange or market. We have applied to have the Warrants listed for trading on NASDAQ under the symbol "CYTXW," however, there is no assurance that a sufficient number of Subscription Rights will be exercised so that the Warrants will meet the minimum listing criteria to be accepted for listing on NASDAQ. The shares of our common stock, including the shares to be issued in the Rights Offering and the shares underlying the Warrants to be issued in the Rights Offering, are traded on NASDAQ under the symbol "~~CYTX.~~"

~~Important~~

Do not send Rights Certificates directly to us. You are responsible for choosing the payment and delivery method for your Rights Certificate and you bear the risks associated with such delivery. If you choose to deliver your Rights Certificate and payment by mail, we recommend that you use registered mail, properly insured, with return receipt requested. We also recommend that you allow a sufficient number of days to ensure delivery to the Subscription Agent and clearance of payment prior to the expiration time.

~~Distribution Arrangements~~

Maxim Group LLC is the dealer-manager for the Rights Offering. The dealer-manager will provide marketing assistance and advice to us in connection with the Rights Offering and will use their best efforts to solicit the exercise of Subscription Rights and participation in the Over-Subscription Privilege. The dealer-manager is not underwriting or placing any of the Subscription Rights or the shares of our common stock or Warrants to be issued in the Rights Offering and do not make any recommendation with respect to such Subscription Rights (including with respect to the exercise or expiration of such Subscription Rights), shares or Warrants. We have agreed to pay the dealer-manager certain fees and to reimburse the dealer-manager for certain out-of-pocket expenses incurred in connection with this offering. See "~~Plan of Distribution.~~"

~~MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES~~

The following discussion is a summary of material U.S. federal income tax consequences relating to the receipt and exercise (or expiration) of the Subscription Rights acquired through the Rights Offering and the ownership and disposition of shares of our common stock and Warrants received upon exercise of the Subscription Rights or Warrants.

This summary deals only with Subscription Rights acquired through the Rights Offering, shares of our common stock and Warrants acquired upon exercise of Subscription Rights and shares of our common stock acquired upon exercise of the Warrants, in each case, that are held as capital assets by a beneficial owner. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to such beneficial owners in light of their personal circumstances. This discussion also does not address tax consequences to holders that may be subject to special tax rules, including, without limitation, insurance companies, real estate investment trusts, regulated investment companies, grantor trusts, tax-exempt organizations, employee stock purchase plans, partnerships and other pass-through entities, persons holding Subscription Rights, shares of our common stock, warrants or Warrants as part of a hedging, integrated, conversion or constructive sale transaction or a straddle, financial institutions, brokers, dealers in securities or currencies, traders that elect to mark-to-market their securities, persons that acquired Subscription Rights, shares of our common stock, warrants or Warrants in connection with employment or other performance of services, U.S. Holders (as defined below) that have a functional currency other than the U.S. dollar, U.S. expatriates, and certain former citizens or residents of the United States. In addition, the discussion does not describe any tax consequences arising out of the tax laws of any state, local or foreign jurisdiction, or any U.S. federal tax considerations other than income taxation (such as Medicare contribution taxation or estate, generation skipping or gift taxation).

The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended, or the Code, and regulations, rulings and judicial decisions thereunder, as of the date hereof, and such authorities may be repealed, revoked or modified, perhaps retroactively. We have not sought, and will not seek, any rulings from the Internal Revenue Service, or the IRS, regarding the matters discussed below. There can be no assurance that the IRS or a court will not take positions concerning the tax consequences of the receipt of Subscription Rights acquired through the Rights Offering by persons holding shares of our common stock or warrants, the exercise (or expiration) of the Subscription Rights, the acquisition, ownership and disposition of shares of our common stock and the acquisition, ownership and disposition (or expiration) of Warrants acquired upon exercise of the Subscription Rights that are different from those discussed below.

~~As used herein, a~~ "~~U.S. Holder~~" means a beneficial owner of shares of our common stock, warrants, Subscription Rights, shares of our common stock and Warrants acquired upon exercise of Subscription Rights or shares of our common stock acquired upon exercise of Warrants, as the case may be, that is for U.S. federal income tax purposes: (1) an individual who is a citizen or resident of the United States; (2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (4) a trust (a) the administration of which is subject to the primary supervision of a court within the United States and one or more United States persons as described in Section 7701(a)(30) of the Code have authority to control all substantial decisions of the trust, or (b) that has a valid election in effect to be treated as a United States person. A "~~Non-U.S. Holder~~" ~~is such a beneficial owner (other than an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes) that is not a U.S. Holder.~~

If any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes is such a beneficial owner, the U.S. federal income tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Holders that are partnerships (and partners in such partnerships) are urged to consult their own tax advisors.

HOLDERS OF SHARES OF OUR COMMON STOCK AND SERIES R WARRANTS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE CONSEQUENCES UNDER FEDERAL ESTATE AND GIFT TAX LAWS, FOREIGN, STATE, AND LOCAL LAWS AND TAX TREATIES OF THE RECEIPT, OWNERSHIP AND EXERCISE OF SUBSCRIPTION RIGHTS AND THE ACQUISITION, OWNERSHIP, AND DISPOSITION OF SHARES OF OUR COMMON STOCK AND WARRANTS ACQUIRED UPON EXERCISE OF SUBSCRIPTION RIGHTS AND SHARES OF OUR COMMON STOCK ACQUIRED UPON EXERCISE OF WARRANTS.

~~Tax Consequences to U.S. Holders~~

~~Taxation of Subscription Rights~~

~~Receipt of Subscription Rights~~

Although the authorities governing transactions such as this Rights Offering are complex and do not speak directly to the consequences of certain aspects of this Rights Offering, including the inclusion of the right to purchase Warrants in the Subscription Rights (rather than the right to purchase only shares of our common stock) and the effects of the Over-Subscription Privilege, we do not believe your receipt of Subscription Rights pursuant to the Rights Offering should be treated as a taxable distribution with respect to your existing shares of common stock or warrants for U.S. federal income tax purposes. Section 305(a) of the Code states that a stockholder'~~s taxable income does not include in-kind stock dividends; however, the general non-recognition rule in Section 305(a) is subject to exceptions in Section 305(b), which include~~ "~~disproportionate distributions.~~" A disproportionate distribution is a distribution or a series of distributions, including deemed distributions, that has the effect of the receipt of cash or other property by some stockholders or holders of debt instruments convertible into stock and an increase in the proportionate interest of other stockholders in a corporation'~~s assets or earnings and profits.~~

Our position regarding the tax-free treatment of the Subscription Right distribution is not binding on the IRS, or the courts. If this position is finally determined by the IRS or a court to be incorrect, whether on the basis that the issuance of the Subscription Rights is a "~~disproportionate distribution~~" ~~or otherwise, the fair market value of the Subscription Rights would be taxable to holders of our common stock as a dividend to the extent of the holder~~'s pro rata share of our current and accumulated earnings and profits, if any, with any excess being treated as a return of capital to the extent thereof and then as capital gain. Although no assurance can be given, it is anticipated that we will not have current and accumulated earnings and profits through the end of 2016. Further, if our position is incorrect, the treatment of holders of warrants in that case is not clear, and it may differ from the treatment of the Subscription Right distribution to the holders of our common stock.

The following discussion is based upon the treatment of the Subscription Right issuance as a non-taxable distribution with respect to your existing shares of common stock or warrants for U.S. federal income tax purposes.

~~Tax Basis in the Subscription Rights~~

If the fair market value of the Subscription Rights you receive is less than 15% of the fair market value of your existing shares of common stock or warrants (with respect to which the Subscription Rights are distributed) on the date you receive the Subscription Rights, the Subscription Rights will be allocated a zero basis for U.S. federal income tax purposes, unless you elect to allocate your basis in your existing shares of common stock or warrants between your existing shares of common stock or warrants and the Subscription Rights in proportion to the relative fair market values of the existing shares of common stock or warrants and the Subscription Rights determined on the date of receipt of the Subscription Rights. If you choose to allocate basis between your existing common shares or warrants and the Subscription Rights, you must make this election on a statement included with your timely filed tax return (including extensions) for the taxable year in which you receive the Subscription Rights. Such an election is irrevocable.

However, if the fair market value of the Subscription Rights you receive is 15% or more of the fair market value of your existing shares of common stock or warrants on the date you receive the Subscription Rights, then you must allocate your basis in your existing shares of common stock or warrants between those shares or warrants and the Subscription Rights you receive in proportion to their fair market values determined on the date you receive the Subscription Rights.

The fair market value of the Subscription Rights on the date that the Subscription Rights are distributed is uncertain, and we have not obtained, and do not intend to obtain, an appraisal of the fair market value of the Subscription Rights on that date. In determining the fair market value of the Subscription Rights, you should consider all relevant facts and circumstances, including any difference between the Subscription Price of the Subscription Rights and the trading price of our shares of common stock on the date that the Subscription Rights are distributed, the exercise price of the warrants, the length of the period during which the Subscription Rights may be exercised and the fact that the Subscription Rights are non-transferable.

~~Exercise of Subscription Rights~~

Generally, you will not recognize gain or loss upon the exercise of a Subscription Right in the Rights Offering. Your adjusted tax basis, if any, in the Subscription Right plus the Subscription Price should be allocated between the new common share and Warrant acquired upon exercise of the Subscription Right in proportion to their relative fair market values on the exercise date. This allocation will establish your initial tax basis for U.S. federal income tax purposes in your new common shares and Warrants. The holding period of a share of common stock or Warrant acquired upon exercise of a Subscription Right in the Rights Offering will begin on the date of exercise.

If you exercise a Subscription Right received in the Rights Offering after disposing of the shares of our common stock or warrants with respect to which such Subscription Right is received, then certain aspects of the tax treatment of the exercise of the Subscription Right are unclear, including (1) the allocation of the tax basis between the shares of common stock or warrants previously sold and the Subscription Right, (2) the impact of such allocation on the amount and timing of gain or loss recognized with respect to the shares of our common stock or warrants previously sold, and (3) the impact of such allocation on the tax basis of the shares of our common stock and warrants acquired upon exercise of the Subscription Right. If you exercise a Subscription Right received in the Rights Offering after disposing of shares of our common stock or warrants with respect to which the Subscription Right is received, you should consult with your tax advisor.

~~Expiration of Subscription Rights~~

If you allow Subscription Rights received in the Rights Offering to expire, you should not recognize any gain or loss for U.S. federal income tax purposes, and you should re-allocate any portion of the tax basis in your existing common shares or warrants previously allocated to the Subscription Rights that have expired to the existing common shares or warrants.

~~Taxation of Warrants~~

~~Sale or other Taxable Disposition of Warrants~~

Upon the sale, exchange or other taxable disposition of a Warrant, in general, you will recognize taxable gain or loss measured by the difference, if any, between (i) the amount of cash and the fair market value of any property received upon such taxable disposition, and (ii) your adjusted tax basis in the Warrant as allocated pursuant to the rules discussed above. Your gain or loss generally will be capital gain or loss and generally will be long-term capital gain or loss if, at the time of the sale or other disposition, your holding period for the Warrant is more than one year. The deductibility of capital losses is subject to limitations.

~~Exercise of Warrants~~

Upon the exercise of a Warrant for cash, in general, you will not recognize gain or loss for U.S. federal income tax purposes, except to the extent you receive a cash payment for any such fractional share that would otherwise have been issuable upon exercise of the Warrant. Your initial tax basis in common stock received will equal your adjusted tax basis in the Warrant exercised, increased by the amount of cash paid to exercise the Warrant and decreased by the adjusted tax basis allocable to any fractional share that would otherwise have been issuable upon exercise of the Warrant. Your holding period for the shares of our common stock received on exercise generally will commence on the day of exercise.

In certain circumstances, the Warrants will be exercisable on a cashless basis. The tax consequences of a cashless exercise are not clear and could differ from the consequences described above, including the possibility that a cashless exercise could be a taxable event. You should consult your tax advisor regarding the tax consequences of a cashless exercise of a Warrant.

~~Expiration of Warrants~~

If you allow a Warrant to expire, you will generally recognize a loss for U.S. federal income tax purposes equal to the adjusted tax basis of the Warrant. In general, such a loss will be a capital loss, and will be a short-term or long-term capital loss depending on your holding period for the Warrant.

~~Certain Adjustments to the Warrants~~

Under Section 305 of the Code, an adjustment to the number of Warrant shares that will be issued on the exercise of the Warrants, or an adjustment to the exercise price of the Warrants, may be treated as a constructive distribution to you if, and to the extent that, such adjustment has the effect of increasing your proportionate interest in our earnings and profits or assets, depending on the circumstances of such adjustment (for example, if such adjustment is to compensate for a distribution of cash or other property to our stockholders). Adjustments to the exercise price of Warrants made pursuant to a bona fide reasonable adjustment formula that has the effect of preventing dilution of the interest of the holders of the Warrants should generally not be considered to result in a constructive distribution. Any such constructive distribution would be taxable whether or not there is an actual distribution of cash or other property. See the more detailed discussion of the rules applicable to distributions made by us under the heading "~~Taxation of Common Shares~~ – ~~Distributions~~" ~~below.~~

~~Taxation of Common Shares~~

~~Distributions~~

Distributions with respect to shares of our common stock acquired upon exercise of Subscription Rights or upon exercise of Warrants will be taxable as dividend income when actually or constructively received to the extent of our current or accumulated earnings and profits as determined for U.S. federal income tax purposes.

~~Dividend income received by certain non-corporate U.S. Holders with respect to shares of our common stock generally will be~~ "~~qualified dividends~~" subject to preferential rates of U.S. federal income tax, provided that the U.S. Holder meets applicable holding period and other requirements. Subject to similar exceptions for short-term and hedged positions, dividend income on our shares of common stock paid to U.S. Holders that are domestic corporations generally will qualify for the dividends-received deduction. To the extent that the amount of a distribution exceeds our current and accumulated earnings and profits, such distribution will be treated first as a tax-free return of capital to the extent of your adjusted tax basis in such shares of our common stock and thereafter as capital gain.

~~Dispositions~~

If you sell or otherwise dispose of shares of common stock acquired upon exercise of Subscription Rights or upon exercise of Warrants in a taxable transaction, you will generally recognize capital gain or loss equal to the difference between the amount realized and your adjusted tax basis in the shares. Such capital gain or loss will be long-term capital gain or loss if your holding period for such shares is more than one year at the time of disposition. Long-term capital gain of a non-corporate U.S. Holder is generally taxed at preferential rates of U.S. federal income tax. The deductibility of capital losses is subject to limitations.

~~Information Reporting and Backup Withholding~~

You may be subject to information reporting and/or backup withholding with respect to the gross proceeds from the disposition of Warrants, shares of our common stock acquired through the exercise of Subscription Rights or through the exercise of Warrants, or dividend payments. Backup withholding (currently at the rate of 28%) may apply under certain circumstances if you (1) fail to furnish your social security or other taxpayer identification number, or TIN, (2) furnish an incorrect TIN, (3) fail to report interest or dividends properly, or (4) fail to provide a certified statement, signed under penalty of perjury, that the TIN provided is correct, that you are not subject to backup withholding and that you are a U.S. person on IRS Form W-9 or Substitute Form W-9. Any amount withheld from a payment under the backup withholding rules is allowable as a credit against (and may entitle you to a refund with respect to) your U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. Certain persons are exempt from information reporting and backup withholding, including corporations and financial institutions, provided that they demonstrate this fact, if requested. You are urged to consult your own tax advisor as to your qualification for exemption from backup withholding and the procedure for obtaining such exemption.

~~Tax Consequences to Non-U.S. Holders~~

~~Taxation of the Subscription Rights~~

~~Receipt, Exercise and Expiration of the Subscription Rights~~

~~The discussion assumes that the receipt of Subscription Rights will be treated as a nontaxable distribution. See~~ "~~Tax Consequences to U.S. Holders~~ – ~~Taxation of Subscription Rights~~ – ~~Receipts of Subscription Rights~~" ~~above. You will not be subject to U.S. federal income tax (or any withholding thereof) on the receipt, exercise or expiration of the Subscription Rights.~~

~~Exercise and Expiration of Warrants and Certain Adjustments to Warrants~~

~~Exercise of Warrants~~

In general, a Non-U.S. Holder will not recognize gain or loss for U.S. federal income tax purposes upon exercise of a Warrant, except to the extent the Non-U.S. Holder receives a cash payment for any such fractional share that would otherwise have been issuable upon exercise of the Warrant, which will be treated as a sale subject to the rules described under "~~Sale or Other Disposition of Common Stock or Warrants~~" ~~below.~~

~~Expiration of Warrants~~

~~In general, a Non-U.S. Holder will not be able to utilize a loss recognized upon expiration of a Warrant against the Non-U.S. Holder~~'~~s U.S. federal income tax liability unless the loss is effectively connected with the Non-U.S. Holder~~'s conduct of a trade or business within the United States (and, if an income tax treaty applies, is attributable to a permanent establishment in the United States) or is treated as a U.S.-source loss and the Non-U.S. Holder is present 183 days or more in the taxable year of disposition and certain other conditions are met.

~~Certain Adjustments to the Warrants~~

Under Section 305 of the Code, an adjustment to the number of Warrant shares that will be issued on the exercise of the Warrants, or an adjustment to the exercise price of the Warrants, may be treated as a constructive distribution to a Non-U.S. Holder of the Warrants if, and to the extent that, such adjustment has the effect of increasing such Non-U.S. Holder'~~s proportionate interest in our~~ "~~earnings and profits~~" or assets, depending on the circumstances of such adjustment (for example, if such adjustment is to compensate for a distribution of cash or other property to our stockholders). Adjustments to the exercise price of Warrants made pursuant to a bona fide reasonable adjustment formula that has the effect of preventing dilution of the interest of the holders of the Warrants should generally not be considered to result in a constructive distribution. Any such constructive distribution would be taxable whether or not there is an actual distribution of cash or other property. See the more detailed discussion of the rules applicable to distributions made by us under the heading "– ~~Taxation of Distributions on Common Shares~~" ~~below.~~

~~Taxation of Distributions on Common Shares~~

Any distributions of cash or property made with respect to our common stock generally will be subject to withholding tax to the extent paid out of our current or accumulated earnings and profits as determined for U.S. federal income tax purposes, if any, at a rate of 30% (or a lower rate prescribed in an applicable income tax treaty). In order to obtain a reduced withholding tax rate, if applicable, you will be required to provide an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, certifying your entitlement to benefits under a treaty. In addition, you will not be subject to withholding tax if you provide an IRS Form W-8ECI certifying that the distributions are effectively connected with your conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment within the United States); instead, you generally will be subject to U.S. federal income tax, net of certain deductions, with respect to such income at the same rates applicable to U.S. persons, and if you are a corporation, a "~~branch profits tax~~" ~~of 30% (or a lower rate prescribed in an applicable income tax treaty) also may apply to such effectively connected income.~~

~~Non-U.S. Holders may be required to periodically update their IRS Forms W-8.~~

~~Sale or Other Disposition of Our Common Stock or Warrants~~

~~In general, you will not be subject to U.S. federal income tax on any gain realized on a sale of shares of our common stock, or Warrants unless:~~

the gain is effectively connected with your conduct of a trade or business within the United States (and, if an income tax treaty applies, is attributable to a permanent establishment in the United States);

you are an individual, you hold your Subscription Rights, shares of common stock or Warrants as capital assets, you are present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or

~~we are or have been a~~ "~~United States real property holding corporation,~~" ~~or USRPHC, for U.S. federal income tax purposes unless an exception for 5% or less stockholders applies.~~

Gain that is effectively connected with your conduct of a trade or business within the United States (and, if an income tax treaty applies, is attributable to a permanent establishment within the United States) generally will be subject to U.S. federal income tax, net of certain deductions, at the same rates applicable to U.S. persons. If you are a corporation, a "~~branch profits tax~~" ~~of 30% (or a lower rate prescribed in an applicable income tax treaty) also may apply to such effectively connected gain.~~

A domestic corporation is treated as a USRPHC if the fair market value of its United States real property interests equals or exceeds 50% of the sum of (1) the fair market value of its United States real property interests, (2) the fair market value of its non-United States real property interests and (3) the fair market value of any other of its assets which are used or held for use in a trade or business. We believe that we are not currently, and have not been within the relevant testing period, a USRPHC. However, no assurance can be given that we will not become a USRPHC in the future. If we are a USRPHC or become a USRPHC in the future, a Non-U.S. Holder may still not be subject to U.S. federal income tax on a sale or other disposition if an exception for 5% or less stockholders applies. You are urged to consult your own tax advisor regarding the U.S. federal income tax considerations that could result if we are, or become, a USRPHC and with respect to the exception for 5% or less stockholders.

~~Information Reporting and Backup Withholding~~

Distributions on our common stock and the amount of tax withheld, if any, with respect to such distributions will generally be subject to information reporting. If you comply with certification procedures to establish that you are not a United States person, additional information reporting and backup withholding should not apply to distributions on our common stock and information reporting and backup withholding should not apply to the proceeds from a sale or other disposition of Warrants or shares of our common stock. The amount of any backup withholding will generally be allowed as a refund or credit against your U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

~~FATCA~~

~~Legislation enacted in 2010 and commonly referred to as FATCA may impose withholding taxes on certain types of payments made to~~ "~~foreign financial institutions~~" and certain other non-U.S. entities. The legislation imposes a 30% withholding tax on dividends on shares of our common stock and on or after January 1, 2017, the gross proceeds from the sale or other disposition of our shares of common stock or Warrants received by a foreign financial institution unless the foreign financial institution enters into an agreement with the U.S. Treasury to among other things, undertake to identify accounts held by certain U.S. persons or U.S.-owned foreign entities, annually report certain information about such accounts and withhold 30% on payments to account holders whose actions prevent it from complying with these reporting and other requirements. In addition, the legislation imposes a 30% withholding tax on the same types of payments to a non-financial foreign entity unless the entity certifies that it does not have any substantial U.S. owners or furnishes identifying information regarding each substantial U.S. owner. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Depending on your circumstances, you may be entitled to a refund or credit in respect of some or all of this withholding. However, even if you are entitled to have any such withholding refunded, the required procedures could be cumbersome and significantly delay your receipt of any withheld amounts. Prospective investors should consult their tax advisors regarding this legislation.

THE PRECEDING DISCUSSION OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS NOT TAX ADVICE. HOLDERS OF SHARES OF OUR COMMON STOCK AND SERIES R WARRANTS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE CONSEQUENCES UNDER FEDERAL ESTATE AND GIFT TAX LAWS, FOREIGN, STATE, AND LOCAL LAWS AND TAX TREATIES OF THE RECEIPT, OWNERSHIP AND EXERCISE OF SUBSCRIPTION RIGHTS AND THE ACQUISITION, OWNERSHIP, AND DISPOSITION OF SHARES OF OUR COMMON STOCK AND WARRANTS ACQUIRED UPON EXERCISE OF SUBSCRIPTION RIGHTS AND SHARES OF OUR COMMON STOCK ACQUIRED UPON EXERCISE OF WARRANTS.

~~DESCRIPTION OF SECURITIES~~

~~Common Stock~~

This section describes the general terms and provisions of the shares of our common stock, $0.001 par value. This description is only a summary and is qualified in its entirety by reference to the description of our common stock included in our amended and restated ~~certificate~~ of incorporation, as amended, and our amended and restated bylaws, as amended, which have been filed as exhibits to the registration statement of which this prospectus is a part. You should read our amended and restated ~~certificate~~ of incorporation and our amended and restated bylaws for additional information before you buy any of our common stock or other securities. See "~~Where~~“Where You Can Find More ~~Information~~"Information” and "~~Incorporation~~“Incorporation by Reference."

”

We have ~~290,000,000~~75,000,000 shares of authorized common stock. As of December ~~31, 2015,~~28, 2016, there were ~~195,058,395~~ 21,706,490 shares of common stock issued and outstanding, ~~as well as~~ warrants to purchase ~~3,275,693~~3,571,765 shares of common stock outstanding, ~~on that date.~~options to purchase 747,692 shares of common stock outstanding and 17,266 shares of common stock issuable upon vesting of restricted stock awards. The holders of ~~Common Stock~~common stock possess exclusive voting rights in us, except to the extent our board of directors specifies voting power with respect to any other class of securities issued in the future. Each holder of our common stock is entitled to one vote for each share held of record on each matter submitted to a vote of stockholders, including the election of directors. Stockholders do not have any right to cumulate votes in the election of directors.

Subject to preferences that may be granted to the holders of preferred stock, each holder of our common stock is entitled to share ratably in distributions to stockholders and to receive ratably such dividends as may be declared by our board of directors out of funds legally available therefor. In the event of our liquidation, dissolution or winding up, the holders of our common stock will be entitled to receive, after payment of all of our debts and liabilities and of all sums to which holders of any preferred stock may be entitled, the distribution of any of our remaining assets. Holders of our common stock have no conversion, exchange, sinking fund, redemption or appraisal rights (other than such as may be determined by our board of directors in its sole discretion) and have no preemptive rights to subscribe for any of our securities.

All of the outstanding shares of our common stock are, and the shares of common stock issued upon the conversion of any securities convertible into our common stock will be, fully paid and non-assessable. The shares of common stock offered by this prospectus or upon the conversion of any preferred stock or debt securities or exercise of any warrants offered pursuant to this prospectus, when issued and paid for, will also be, fully paid and non-assessable.

The shares of common stock that are purchased in the Rights Offering as part of the Units will be issued in book-entry, or uncertificated, form meaning that you will receive a direct registration (DRS) account statement from our transfer agent reflecting ownership of shares if you are a holder of record of shares or warrants. The Subscription Agent will arrange for the issuance of the common stock as soon as practicable after the expiration of the Rights Offering, payment for the Units subscribed for has cleared, and all prorating calculations and reductions contemplated by the terms of the Rights Offering have been effected. If you hold your shares of common stock in the name of a bank, broker, dealer, or other nominee, DTC will credit your account with your nominee with the common stock you purchased in the Rights.

Our common stock is listed on the NASDAQ Capital Market under the symbol ~~"CYTX."~~

“CYTX.”

Preferred Stock

We have 5,000,000 shares of authorized preferred stock, $0.001 par value, 13,500 shares of which were issued and none of which were outstanding as of December ~~31, 2015.~~28, 2016. Of this amount, 13,500 shares have been designated Series A convertible preferred stock, none of which are outstanding as of December ~~31, 2015.~~28, 2016. Our board of directors is authorized, without action by our stockholders, to classify or reclassify any unissued portion of our authorized shares of preferred stock to provide for the issuance of shares of other classes or series, including preferred stock in one or more series. Our board of directors may fix or alter the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price or prices, the liquidation preferences of any wholly unissued series of Preferred Stock, and the number of shares constituting any such series and the designation thereof, or any of them. Our board of directors may also increase or decrease the number of shares of any series subsequent to the issue of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

~~Warrants~~

~~Warrants Included in Units Issuable in the Rights Offering~~

~~The Warrants to be issued as a part of this Rights Offering will be designated as our~~

"~~Series R~~" warrants. These Warrants will be separately transferable following their issuance and through their expiration two years from the date of issuance. Each whole Warrant will entitle the holder to purchase one share of common stock at an exercise price of $ per share from the date of issuance through its expiration. We have applied to have the Warrants listed for trading on NASDAQ under the symbol "CYTXW," however, there is no assurance that a sufficient number of Subscription Rights will be exercised so that the Warrants will meet the minimum listing criteria to be accepted for listing on NASDAQ. The common stock underlying the Warrants, upon issuance, will also be traded on NASDAQ under the symbol "~~CYTX.~~"

All Warrants that are purchased in the Rights Offering as part of the Units will be issued in book-entry, or uncertificated, form meaning that you will receive a direct registration, or DRS, account statement from our transfer agent reflecting ownership of Warrants if you are a holder of record of shares or warrants. The Subscription Agent will arrange for the issuance of the Warrants as soon as practicable after the expiration of the Rights Offering, payment for the Units subscribed for has cleared, and all prorating calculations and reductions contemplated by the terms of the Rights Offering have been effected. If you hold your shares of common stock in the name of a bank, broker, dealer, or other nominee, DTC will credit your account with your nominee with the Warrants you purchased in the Rights Offering.

~~The Warrants will be exercisable for cash, or solely during any period when a registration statement for the exercise of the Warrants is not in effect, on a cashless basis.~~

~~We may call the Warrants for redemption, in whole and not in part, at a price of $0.01 per Warrant at any time while the Warrants are exercisable, upon not less than 30 days~~' prior written notice of redemption to each Warrant holder, and if, and only if, the closing price of the common stock equals or exceeds $ per share, subject to adjustment, for 10 consecutive trading days.

The Warrants provide that, for so long as a holder continues to hold Warrants, such holder will not be permitted to enter into any short sale or similar transaction with respect to our Common Stock. Any violation of this provision may result in the Warrant being terminated at the Company's option.

The exercise price of the Warrants and the number of shares of common stock issuable upon exercise of the Warrants are subject to adjustment in certain circumstances, including a stock split of, stock dividend on, or a subdivision, combination or recapitalization of the common stock. Upon the merger, consolidation, sale of substantially all of our assets, or other similar transaction, the holders of Warrants shall, at the option of the company, be required to exercise the Warrants immediately prior to the closing of the transaction, or such Warrants shall automatically expire. Upon such exercise, the holders of Warrants shall participate on the same basis as the holders of common stock in connection with the transaction.

The Warrants do not confer upon the holder any voting or any other rights of a stockholder. Upon notice to the Warrants holders, we have the right at any time and from time to time, to reduce the exercise price or to extend the Warrants' termination date.

~~The Warrants will be issued pursuant to a warrant agreement by and between us and Broadridge Corporate Issuer Solutions, Inc., the warrant agent.~~

Possible Anti-Takeover Effects of Delaware Law and our Certificate of Incorporation and Bylaws

Delaware Anti-Takeover Statute

We are subject to Section 203 of the Delaware General Corporation Law, or DGCL, an anti-takeover statute. In general, Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in a ~~"business combination"~~“business combination” with an ~~"interested stockholder"~~“interested stockholder” for a period of three years following the time the person became an interested stockholder, unless the business combination or the acquisition of shares that resulted in a stockholder becoming an interested stockholder is approved in a prescribed manner. Generally, a ~~"business combination"~~“business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an ~~"interested stockholder"~~“interested stockholder” is a person who, together with affiliates and associates, owns (or within three years prior to the determination of interested stockholder status did own) 15% or more of a ~~corporation's~~corporation’s voting stock. The existence of this provision would be expected to have an anti-takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging attempts that might result in a premium over the market price for the shares of common stock held by our stockholders.

Board Vacancies

Our amended and restated bylaws provide that any vacancy or vacancies in our board of directors shall be deemed to exist in the case of the death, resignation or removal of any director, or if the authorized number of directors be increased. Vacancies may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, unless otherwise provided in ~~the Certificate~~our amended and restated of ~~Incorporation.~~incorporation, as amended. The stockholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors.

Undesignated Preferred Stock

The authority possessed by our board of directors to issue preferred stock could potentially be used to discourage attempts by third parties to obtain control of our company through a merger, tender offer, proxy contest or otherwise by making such attempts more difficult or more costly. Our board of directors may issue preferred stock with voting rights or conversion rights that, if exercised, could adversely affect the voting power of the holders of our common ~~stock:~~

stock.

Special Meeting Requirements

Our amended and restated bylaws provide that special meetings of our stockholders may only be called at the request of our president, chief executive officer or chairman of the board or by a majority of our Board of Directors.

No Cumulative Voting

The DGCL provides that stockholders are denied the right to cumulate votes in the election of directors unless our ~~certificate~~amended and restated of incorporation, as amended, provides otherwise. Our ~~certificate~~amended and restated of incorporation does not provide for cumulative voting.

Authorized but Unissued Shares

Our authorized but unissued shares of common stock and preferred stock will be available for future issuance without stockholder approval. We may use additional shares for a variety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

The above provisions may deter a hostile takeover or delay a change in control or management of us.

Transfer Agent

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.

~~Warrant Agent~~

~~The warrant agent for the warrants is Broadridge Corporate Issuer Solutions, Inc.~~

PLAN OF ~~DISTRIBUTION~~

~~On or about , 2016, we will distribute the Subscription Rights, Rights Certificates and copies~~DISTRIBUTION

An aggregate of ~~this prospectus~~up to ~~the holders~~6,509,677 shares of our common stock onmay be offered by this prospectus by Lincoln Park pursuant to the ~~Record Date. Subscription Rights holders~~Purchase Agreement. The common stock may be sold or distributed from time to time by Lincoln Park directly to one or more purchasers or through brokers, dealers, or underwriters who ~~wish~~may act solely as agents at market prices prevailing at the time of sale, at prices related to ~~exercise their Subscription Rights and purchase Units must complete~~ the ~~Subscription Rights Certificate and return it with payment~~prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the common stock offered by this prospectus could be affected in one or more of the following methods:

ordinary brokers’ transactions;

transactions involving cross or block trades;

through brokers, dealers, or underwriters who may act solely as agents;

“at-the-market” into an existing market for the common stock;

in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;

in privately negotiated transactions; or

any combination of the foregoing.

In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.

Lincoln Park is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

Lincoln Park has informed us that it intends to use an unaffiliated broker-dealer to effectuate all sales, if any, of the common stock that it may purchase from us pursuant to the ~~Subscription Agent~~Purchase Agreement. Such sales will be made at prices and at terms then prevailing or at prices related to the ~~following address:~~

~~Broadridge Corporate Issuer Solutions, Inc.~~

~~1717 Arch Street, Suite 1300~~

~~Philadelphia, PA 19103~~

~~Attn: Re-Organization Department~~

~~If you have~~then current market price. Each such unaffiliated broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. Lincoln Park has informed us that each such broker-dealer will receive commissions from Lincoln Park that will not exceed customary brokerage commissions.

Brokers, dealers, underwriters or agents participating in the distribution of the shares as agents may receive compensation in the form of commissions, discounts, or concessions from Lincoln Park and/or purchasers of the common stock for whom the broker-dealers may act as agent. The compensation paid to a particular broker-dealer may be less than or in excess of customary commissions. Neither we nor Lincoln Park can presently estimate the amount of compensation that any ~~questions, you should contact our Information Agent for the Rights Offering:~~

~~Broadridge Corporate Issuer Solutions, Inc.~~

~~(855) 793-5068 (toll free)~~

~~Other than as described in this prospectus, we do not~~agent will receive. We know of no existing arrangements between Lincoln Park or any ~~existing agreements between any~~other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the ~~underlying common stock.~~

~~Maxim Group LLC~~shares offered by this prospectus. At the time a particular offer of shares is made, a prospectus supplement, if required, will be distributed that will set forth the ~~dealer-manager~~names of ~~this Rights Offering. In such capacity, such dealer-manager~~any agents, underwriters or dealers and any compensation from Lincoln Park, and any other required information.

We will ~~provide marketing assistance~~pay the expenses incident to the registration, offering, and ~~advice~~sale of the shares to usLincoln Park. We have agreed to indemnify Lincoln Park and certain other persons against certain liabilities in connection with ~~this~~the offering ~~and will solicit the exercise~~ of ~~Subscription Rights and participation in the Over-Subscription Privilege. The dealer-manager is not underwriting or placing any of the Subscription Rights or the~~ shares of ~~our~~ common stock or Warrants being issued in this offering and does not make any recommendation with respect to such Subscription Rights (including with respect to the exercise or expiration of such Subscription Rights), shares or Warrants.

~~In connection with this Rights Offering, we have agreed to pay fees to Maxim Group LLC as dealer-manager a cash fee equal to~~ (i) 6% of the gross proceeds received by us directly from exercises of the Subscription Rights if the amount of such gross proceeds is less than $7.5 million or (b) 7% of the gross proceeds received by us directly from exercises of the Subscription Rights if the amount of such gross proceeds is at least $7.5 million. We advanced $30,000 to Maxim Group LLC against reimbursement of accountable expenses upon their engagement as a dealer-manager, or the Advance, and agreed to reimburse the reasonable fees and expenses of the dealer-manager up to $75,000. Any portion of the Advance will be returned to us to the extent it is not actually incurred.

~~We have also agreed to indemnify the dealer-manager and its respective affiliates against certain~~offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of ~~1933, as amended. The dealer-manager~~'s ~~participation~~such liabilities. Lincoln Park has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by Lincoln Park specifically for use in this ~~offering~~prospectus or, if such indemnity is ~~subject~~unavailable, to ~~customary conditions contained~~contribute amounts required to be paid in respect of such liabilities.

Lincoln Park has represented to us that at no time prior to the Purchase Agreement has it or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock. Lincoln Park has agreed that during the term of the Purchase Agreement, it, its agents, representatives or affiliates will not enter into or effect, directly or indirectly, any of the foregoing transactions.

We have advised Lincoln Park that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes Lincoln Park, any affiliated purchasers, and any broker-dealer or other person who participates in the ~~dealer-manager agreement, including~~distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the receipt by the dealer-manager of an opinion of our counsel. The dealer-manager and its affiliates may provide to us from time to time in the future in the ordinary course of their business certain financial advisory, investment banking and other services for which they will be entitled to receive fees.

~~Maxim Group LLC is a broker-dealer and member~~subject of the ~~Financial Industry Regulatory Authority, Inc. The principal business address~~distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of ~~Maxim Group LLC is 405 Lexington Avenue, New York, New York 10174.~~a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

This offering will terminate on the date that all shares offered by this prospectus have been sold by Lincoln Park.

~~EXPERTS~~

EXPERTS

The consolidated financial statements and schedule of Cytori Therapeutics, Inc. and subsidiaries as of December 31, 2015 and 2014, and for each of the years in the three-year period ended December 31, 2015, and ~~management's~~management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2015, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The audit report covering the December 31, 2015 consolidated financial statements contains an explanatory paragraph that states that ~~the Company's~~our recurring losses from operations, liquidity position, and debt service requirements raises substantial doubt about ~~the Company's~~our ability to continue as a going concern. The consolidated financial statements and financial statement schedule do not include any adjustments that might result from the outcome of that uncertainty.

LEGAL MATTERS

The validity of the ~~securities~~shares of common stock being offered ~~hereby~~by this prospectus will be passed upon for us by ~~DLA Piper~~Latham & Watkins LLP, ~~(US),~~ San Diego, California. ~~The dealer-manager is being represented by Ellenoff Grossman & Schole LLP, New York, New York.~~

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 with the SEC under the Securities ~~Act of 1933, as amended.~~Act. This prospectus is part of the registration statement but the registration statement includes additional information and exhibits. We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy the registration statement and any document we file with the SEC at the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site that contains reports, proxy and information statements and other information regarding companies, such as ours, that file documents electronically with the SEC. The website address is www.sec.gov. The information on the ~~SEC~~'sSEC’s website is not part of this prospectus, and any references to this website or any other website are inactive textual references only.

INCORPORATION BY REFERENCE

The SEC permits us to "~~incorporate~~“incorporate by ~~reference~~"reference” the information contained in documents we have filed with the SEC, which means that we can disclose important information to you by referring you to those documents rather than by including them in this prospectus. Information that is incorporated by reference is considered to be part of this prospectus and you should read it with the same care that you read this prospectus.

We incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act between the date of this prospectus and the termination of the offering of the securities described in this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed” with the SEC, including our Compensation Committee report and performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K.

This prospectus incorporates by reference the documents set forth below that have previously been filed with the ~~SEC, and incorporate by reference in this prospectus:~~

SEC:

our Annual Report on Form 10-K for the year ended December 31, ~~2015;~~2015, filed on March 11, 2016, as amended by our Annual Report on Form 10-K/A, filed on March 24, 2016, and our Annual Report on Form 10-K/A, filed on September 30, 2016;

our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016, and September 30, 2016, filed on May 10, 2016, August 5, 2016, and November 9, 2016, respectively;

our definitive proxy statement, filed on March 15, 2016;

our Current Reports on Form 8-K filed on January 5, 2016, January 29, 2016, February 4, 2016, February 24, 2016, ~~and~~ March 2, ~~2016.~~2016, May 10, 2016, May 31, 2016, June 13, 2016, June 15, 2016, July 14, 2016, August 4, 2016, September 19, 2016, December 28, 2016 and December 29, 2016; and

the description of our common stock contained in our registration statement on Form 10/A filed ~~with the SEC~~ on July 16, 2001 ~~(File No. 000-32501).~~and any amendment or report filed with the SEC for the purpose of updating the description.

Any statement contained in any document incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any ~~additional~~ prospectus ~~supplements~~supplement modifies or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents.

We will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, a copy of any or all documents that are incorporated by reference into this prospectus, but not delivered with the prospectus, ~~supplement,~~ other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this prospectus ~~supplement~~ incorporates. You should direct written requests to: Cytori Therapeutics, Inc., 3020 Callan Road, San Diego, CA 92121, Attn: Investor Relations, or you may call us at (858) 458-0900.

~~PROSPECTUS~~

~~Subscription Rights to Purchase Up to Units~~

~~Consisting of an Aggregate of Up to~~

6,509,677 Shares of

CYTORI THERAPEUTICS, INC.

Common Stock

~~and Warrants to Purchase Up to Shares of Common Stock~~

~~at a Subscription Price of $ Per Unit~~

~~Dealer-Manager~~

~~Maxim Group LLC~~

PROSPECTUS

December , 2016

PART II

Information Not Required In Prospectus

~~Item 13.~~


Item 13.	Other Expenses of Issuance and Distribution.

The following is a statement of estimated expenses in connection with the ~~issuance and distribution of the securities being registered, excluding dealer-manager fees.~~offering described in this registration statement. All expenses incurred with respect to the registration of the common stock will be borne by us. All amounts are estimates except the SEC registration ~~fee and~~fee.

	Amount to be Paid
SEC Registration Fee	$	1,091
Printing Expenses*		5,000
Legal Fees and Expenses*		75,000
Accounting Fees and Expenses*		30,000
Miscellaneous Expenses*		3,909
Total	$	115,000

*Estimated solely for the ~~FINRA filing fee.~~

purpose of this Item. Actual expenses may vary.

Amount to be Paid

SEC Registration Fee $ 1,108
FINRA Filing Fee 2,150
Printing Expenses
Legal Fees and Expenses
Accounting Fees and Expenses
Subscription Agent, Information Agent and Warrant Agent Fees and Expenses
Miscellaneous Expenses

$

~~Item 14.~~


Item 14.	Indemnification of Directors and Officers.

Section 145 of the DGCL authorizes a court to award or a ~~corporation's~~corporation’s board of directors to grant indemnification to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended, or the Securities Act.

Our amended and restated certificate of incorporation, as amended, ~~(our "Certificate"),~~or our Certificate, includes a provision that, to the fullest extent permitted by the Delaware General Corporation Law, eliminates the personal liability of our directors for monetary damages for breach of fiduciary duty as a director. In addition, together our Certificate and our amended and restated bylaws, as amended, ~~(our "Bylaws"),~~or our Bylaws, require us to indemnify, to the fullest extent permitted by law, any person made or threatened to be made a party to an action or proceeding (whether criminal, civil, administrative or investigative) by reason of the fact that such person is or was a director, officer or employee of Cytori or any predecessor of ours, or serves or served at any other enterprise as a director, officer or employee at our request or the request of any predecessor of ours, against expenses (including ~~attorneys'~~attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of ours. Our Bylaws also provide that we may, to the fullest extent provided by law, indemnify any person against expenses (including ~~attorneys'~~attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of ours. We are required to advance expenses incurred by our directors, officers, employees and agents in defending any action or proceeding for which indemnification is required or permitted, subject to certain limited exceptions. The indemnification rights conferred by our Bylaws are not exclusive.

~~Item 15.~~


Item 15.	Recent Sales of Unregistered Securities.

The following is a summary of all securities that we have sold within the past three years without registration under the Securities ~~Act of 1933, as amended (the "Securities Act").~~Act.

•

Effective May 13, 2014, we and 47 holders of warrants dated May 14, 2009 to purchase a total of 210,416 shares of our common stock issued in a private offering in 2009 agreed to extend the expiration date of the warrants from May 14, 2014 to May 14, 2015 and increase the exercise price of the warrants from $39.30 per share to $52.50 per share pursuant to an Amendment to Warrant to

Purchase Common Stock. To the extent the amendments constitute an issuance of securities, the deemed exchange of the original warrants for warrants with the modified terms for no additional consideration and without paying remuneration for soliciting such exchange was exempt under Section 3(a)(9) of the Securities Act.

On June 28, 2013, pursuant to the terms and conditions of the Loan and Security Agreement with Oxford Finance LLC, as collateral agent and as a lender, and Silicon Valley Bank as lender, we issued to the Lenders warrants to purchase an aggregate of up to 596,553 shares of our common stock at an exercise price equal to $2.26 per share. The warrants were immediately exercisable for cash or by net exercise and will expire seven years after their issuance, which is June 28, 2020. The warrants were offered and sold to accredited investors in reliance upon exemptions from registration under Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

On October 29, 2013, we entered into a Common Stock Purchase Agreement to sell 8,000,000 shares of our unregistered common stock (the "Lorem Shares") to Lorem Vascular Pty. Ltd, a company organized under the laws of Australia ("Lorem Vascular"), for $24,000,000 cash in a private placement ("Lorem Purchase Agreement"). The purchase of the Lorem Shares took place in two parts, with the first four million shares being paid and transferred in November 2013, and the remaining four million shares being paid and transferred in January 2014. The issuance of the Lorem Shares was a private placement to an "accredited investor" and was exempt from registration under Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

Effective May 13, 2014, we and 47 holders of warrants dated May 14, 2009 to purchase a total of 3,156,238 shares of our common stock issued in a private offering in 2009 agreed to extend the expiration date of the warrants from May 14, 2014 to May 14, 2015 and increase the exercise price of the warrants from $2.62 per share to $3.50 per share pursuant to an Amendment to Warrant to Purchase Common Stock. To the extent the amendments constitute an issuance of securities, the deemed exchange of the original warrants for warrants with the modified terms for no additional consideration and without paying remuneration for soliciting such exchange was exempt under Section 3(a)(9) of the Securities Act.

On September 11, 2014, in connection with and pursuant to an amendment entered into on September 4, 2014 with 13 holders of existing warrants, we issued warrants to purchase ~~4,032,389~~268,826 shares of common stock having an exercise price of ~~$2.00~~$30.00 per share, exercisable on the date that is six months and one day from the date of issuance and expiring five years from the date of issuance. The warrants also contain a cashless exercise feature. The warrants were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act ~~pursuant to Section 4(2) thereof~~ based on the offering of such securities to thirteen investors and the lack of any general solicitation or advertising in connection with such issuance.

On September 19, 2014, pursuant to the terms and conditions of a letter agreement with Oxford Finance LLC and Silicon Valley Bank, we cancelled the warrants issued June 28, 2013 and issued new warrants to purchase an aggregate of up to ~~596,553~~39,771 shares of our common stock at an exercise price equal to ~~$0.67~~$10.05 per share. The warrants were immediately exercisable for cash or by net exercise and will expire seven years after their issuance, which is June 28, 2020. The warrants were offered and sold to accredited investors in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

On May 29, 2015, pursuant to the terms and conditions of the Loan and Security Agreement with Oxford Finance LLC, as collateral agent and as a lender, we issued to Oxford warrants to purchase an aggregate of up to ~~1,416,618~~94,442 shares of our common stock at an exercise price equal to ~~$0.6872~~$10.305 per share. The warrants were exercisable on or after November 30, 2015 for cash or by net exercise and will expire ~~ten~~10 years after their issuance on May 29, 2025. The warrants were offered and sold to accredited investors in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

On December 22, 2016, we issued 127,491 shares of common stock to Lincoln Park Capital Fund, LLC as an initial fee for its commitment to purchase shares of our common stock pursuant to the Purchase Agreement dated December 22, 2016 between us and Lincoln Park Capital Fund, LLC. The shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act.

~~Item 16.~~


Item 16.	Exhibits and Financial Statement Schedules.

(a) Exhibits

The exhibits to the registration statement are listed in the Exhibit Index to this registration statement and are incorporated herein by reference.

(b) Financial statement schedules

All schedules have been omitted because either they are not required, are not applicable or the information is otherwise set forth in the financial statements and related notes thereto.



Item 17.	Undertakings.

~~Item 17. Undertakings.~~

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "~~Calculation~~“Calculation of Registration ~~Fee~~"Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering ~~other than registration statements relying on~~made pursuant to Rule ~~430B~~415(a)(1)(i), (vii), or ~~other than prospectuses filed in reliance on Rule 430A,~~(x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date itsuch form of prospectus is first used after ~~effectiveness.~~ effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such ~~first use,~~effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such ~~date of first use.~~

effective date.

(5) ~~That~~The undersigned registrant hereby undertakes that, for ~~the purpose~~purposes of determining any liability ~~of the registrant~~ under the Securities Act of 1933, each filing of the registrant's annual report pursuant to ~~any purchaser~~Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the ~~initial distribution of securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this~~ registration statement ~~regardless of the underwriting method used~~shall be deemed to ~~sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will~~ be a ~~seller to the purchaser and will be considered to offer or sell such securities to such purchaser:~~

~~(i) Any preliminary prospectus or prospectus of the undersigned registrant~~new registration statement relating to the securities offered therein, and the offering ~~required~~of such securities at that time shall be deemed to be ~~filed pursuant to Rule 424;~~

~~(ii) Any free writing prospectus relating to~~ the initial bona fide offering ~~prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;~~

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

~~(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.~~

thereof.

(6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to ~~any charter provision, by law~~the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

~~(7) The undersigned registrant hereby undertakes that:~~

(i) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(I) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and

(ii) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on ~~April 6, 2016.~~

December 29, 2016.

CYTORI THERAPEUTICS, INC.

By:		/s/ Marc H. Hedrick, M.D.
		Marc H. Hedrick, M.D.
		President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marc H. Hedrick and Tiago Girão as his true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or any substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


SIGNATURE	TITLE	DATE

/s/ David M. Rickey	Chairman of the Board	~~April 6,~~ December 29, 2016
David M. Rickey

/s/ Marc H. Hedrick, M.D.	President, Chief Executive Officer and Director	~~April 6,~~ December 29, 2016
Marc H. Hedrick, M.D.	(Principal Executive Officer)
/s/ Tiago Girão	Chief Financial Officer	~~April 6,~~ December 29, 2016
Tiago Girão	(Principal Financial and Accounting Officer)

/s/ Richard J. Hawkins	Director	~~April 6,~~ December 29, 2016
Richard J. Hawkins

/s/ Paul W. Hawran	Director	~~April 6,~~ December 29, 2016
Paul W. Hawran

/s/ Gary A. Lyons	Director	December 29, 2016
Gary A. Lyons

/s/ Gail K. Naughton, Ph.D.	Director	~~April 6,~~ December 29, 2016
Gail K. Naughton, Ph.D.
/s/ Ronald A. Martell	Director	December 29, 2016
~~/s/ Gary~~ Ronald A. ~~Lyons~~Martell	~~Director~~	~~April 6, 2016~~
~~Gary A. Lyons~~
~~/s/ Tommy G. Thompson~~	~~Director~~	~~April 6, 2016~~
~~Tommy G. Thompson~~

EXHIBIT INDEX

		CYTORI THERAPEUTICS, INC.
		EXHIBIT INDEX
Exhibit Number	Exhibit Title	Filed herewith	Incorporated by Reference
Exhibit Number	Exhibit Title	Filed herewith	Form/ Schedule	Exhibit/ Appendix	File No.	Date Filed
3.1	Composite Certificate of Incorporation.		10-K	3.1	001-34375	03/11/2016

3.2	Amended and Restated Bylaws of Cytori Therapeutics, Inc.		10-Q	3.2	000-32501	08/14/2003

3.3	Amendment to Amended and Restated Bylaws of Cytori Therapeutics, Inc.		8-K	3.1	001-34375	05/06/2014

3.4	Certificate of Designation of Preferences, Rights and Limitations of Series A 3.6% Convertible Preferred Stock.		8-K	3.1	001-34375	10/08/2014

3.5	Certificate of Amendment to Amended and Restated Certificate of Incorporation, as amended.		8-K	3.1	001-34375	05/10/2016

4.1	Warrant to Purchase Common Stock issued by the Company on October 14, 2008 in favor of Silicon Valley Bank, pursuant to the Loan and Security Agreement dated October 14, 2008.		10-K	10.62	000-32501	03/06/2009

4.2	Warrant to Purchase Common Stock issued by the Company on June 11, 2010 in favor of GE Capital Equity Investments, Inc., pursuant to the Amended and Restated Loan and Security Agreement dated June 11, 2010.		8-K	10.73	001-34375	06/17/2010

4.3	Warrant to Purchase Common Stock issued by the Company on June 11, 2010 in favor of Silicon Valley Bank, pursuant to the Amended and Restated Loan and Security Agreement dated June 11, 2010.		8-K	10.74	001-34375	06/17/2010

4.4	Warrant to Purchase Common Stock issued by the Company on June 11, 2010 in favor of Oxford Financial Corporation, pursuant to the Amended and Restated Loan and Security Agreement dated June 11, 2010.		8-K	10.75	001-34375	06/17/2010

4.5	Warrant to Purchase Common Stock issued by the Company on September 9, 2011 in favor of GE Capital Equity Investments, Inc., pursuant to the Amended and Restated Loan and Security Agreement dated September 9, 2011.		8-K	10.84	001-34375	09/15/2011

4.6	Warrant to Purchase Common Stock issued by the Company on September 9, 2011 in favor of Silicon Valley Bank, pursuant to the Amended and Restated Loan and Security Agreement dated September 9, 2011.	8-K	10.85	001-34375	09/15/2011

4.7	Warrant to Purchase Common Stock issued by the Company on September 9, 2011 in favor of Oxford Financial Corporation, pursuant to the Amended and Restated Loan and Security Agreement dated September 9, 2011.	8-K	10.86	001-34375	09/15/2011

4.8	Warrant to Purchase Common Stock issued by the Company on September 9, 2011 in favor of Oxford Financial Corporation, pursuant to the Amended and Restated Loan and Security Agreement dated September 9, 2011.	8-K	10.87	001-34375	09/15/2011

4.9	Warrant to Purchase Common Stock issued by the Company on June 28, 2013 in favor of Oxford Finance LLC pursuant to the Loan and Security Agreement dated June 28, 2013.	10-Q	4.17	001-34375	08/09/2013

4.10	Warrant to Purchase Common Stock issued by the Company on June 28, 2013 in favor of Oxford Finance LLC pursuant to the Loan and Security Agreement dated June 28, 2013.	10-Q	4.18	001-34375	08/09/2013

4.12	Warrant to Purchase Common Stock issued by the Company on June 28, 2013 in favor of Oxford Finance LLC pursuant to the Loan and Security Agreement dated June 28, 2013.	10-Q	4.19	001-34375	08/09/2013

4.13	Warrant to Purchase Common Stock issued by the Company on June 28, 2013 in favor of Oxford Finance LLC pursuant to the Loan and Security Agreement dated June 28, 2013.	10-Q	4.20	001-34375	08/09/2013

4.14	Warrant to Purchase Common Stock issued by the Company on June 28, 2013 in favor of Silicon Valley Bank pursuant to the Loan and Security Agreement dated June 28, 2013.	10-Q	4.21	001-34375	08/09/2013

4.15	Form of Warrant to Purchase Common Stock for Investors in the Units.	8-K	4.1	001-34375	05/30/2014

4.16	Form of Warrant to Purchase Common Stock for Placement Agent of the Units.	8-K	4.2	001-34375	05/30/2014

4.17	Form of Amendment to Warrant to Purchase Common Stock.	8-K	4.1	001-34375	09/08/2014


4.18	Form of Warrant to Purchase Common Stock.		8-K	4.2	001-34375	09/08/2014

4.19	Form of Warrant for Purchasers in the Units.		8-K	4.1	001-34375	10/08/2014

4.20	Form of Initial Warrant to Purchase Common Stock.		8-K	4.1	001-34375	05/05/2015

4.21	Form of Additional Warrant to Purchase Common Stock.		8-K	4.2	001-34375	05/05/2015

4.22	Form of Pre-Funded Warrant to Purchase Common Stock.		8-K	4.3	001-34375	05/05/2015

4.23	Amendment to Common Stock Purchase Warrant.		10-K	4.23	001-34375	03/11/2015

4.24	Amendment to Series A-1 Warrant to Purchase Common Stock.		10-K	4.24	001-34375	03/11/2015

4.25	Amendment to Series A-2 Warrant to Purchase Common Stock.		10-K	4.25	001-34375	03/11/2015
4.26	Form of Non-Transferable Subscription Rights Certificate.		S-1/A	4.26	333-210628	05/11/2016

4.27	Form of Series R Warrant underlying the Units.		S-1/A	4.27	333-210628	05/11/2016

4.28	Form of Warrant Agreement between Cytori Therapeutics, Inc. and Broadridge Corporate Issuer Solutions, Inc.		S-1/A	4.28	333-210628	05/11/2016

5.1	Opinion of Latham & Watkins LLP.	X

10.1#	Amended and Restated 1997 Stock Option and Stock Purchase Plan.		10	10.1	000-32501	03/30/2001

10.1.1#	Board of Directors resolution adopted November 9, 2006 regarding determination of fair market value for stock option grant purposes.		10-K	10.10.1	000-32501	03/30/2007

10.2	2004 Equity Incentive Plan of Cytori Therapeutics, Inc.		8-K	10.1	000-32501	08/27/2004

10.3#	Board of Directors resolution adopted November 9, 2006 regarding determination of fair market value for stock option grant purposes.		10-K	10.10.1	000-32501	03/30/2007

~~CYTORI THERAPEUTICS, INC.~~
~~EXHIBIT INDEX~~
~~Exhibit Number~~	~~Exhibit Title~~	~~Filed with this Form S-1~~	~~Incorporated by Reference~~
~~Exhibit Number~~	~~Exhibit Title~~	~~Filed with this Form S-1~~	~~Form~~	~~File No.~~	~~Date Filed~~
1.1*	~~Form of Dealer-Manager Agreement by and between Cytori Therapeutics, Inc., Maxim Group LLC.~~

~~3.1~~	~~Composite Certificate of Incorporation.~~		~~10-K~~	~~001-34375~~	~~03/11/2015~~

~~3.2~~	~~Amended and Restated Bylaws of Cytori Therapeutics, Inc.~~		~~10-Q~~	~~000-32501~~ ~~Exhibit 3.2~~	~~08/14/2003~~

~~3.3~~	~~Amendment to Amended and Restated Bylaws of Cytori Therapeutics, Inc.~~		~~8-K~~	~~001-34375~~	~~05/06/2014~~

~~3.4~~	~~Certificate of Designation of Preferences, Rights and Limitations of Series A 3.6% Convertible Preferred Stock.~~		~~8-K~~	~~001-034375~~	~~10/08/2014~~

~~4.1~~	~~Warrant to Purchase Common Stock issued by the Company on October 14, 2008 in favor of Silicon Valley Bank, pursuant to the Loan and Security Agreement dated October 14, 2008.~~		~~10-K~~	~~000-32501~~ ~~Exhibit 10.62~~	~~03/06/2009~~

~~4.2~~	Warrant to Purchase Common Stock issued by the Company on June 11, 2010 in favor of GE Capital Equity Investments, Inc., pursuant to the Amended and Restated Loan and Security Agreement dated June 11, 2010.		~~8-K~~	~~001-34375~~ ~~Exhibit 10.73~~	~~06/17/2010~~

~~4.3~~	~~Warrant to Purchase Common Stock issued by the Company on June 11, 2010 in favor of Silicon Valley Bank, pursuant to the Amended and Restated Loan and Security Agreement dated June 11, 2010.~~		~~8-K~~	~~001-34375~~ ~~Exhibit 10.74~~	~~06/17/2010~~

~~4.4~~	~~Warrant to Purchase Common Stock issued by the Company on June 11, 2010 in favor of Oxford Financial Corporation, pursuant to the Amended and Restated Loan and Security Agreement dated June 11, 2010.~~		~~8-K~~	~~001-34375~~ ~~Exhibit 10.75~~	~~06/17/2010~~

~~4.5~~	Warrant to Purchase Common Stock issued by the Company on September 9, 2011 in favor of GE Capital Equity Investments, Inc., pursuant to the Amended and Restated Loan and Security Agreement dated September 9, 2011.		~~8-K~~	~~001-34375~~ ~~Exhibit 10.84~~	~~09/15/2011~~

~~4.6~~	~~Warrant to Purchase Common Stock issued by the Company on September 9, 2011 in favor of Silicon Valley Bank, pursuant to the Amended and Restated Loan and Security Agreement dated September 9, 2011.~~		~~8-K~~	~~001-34375~~ ~~Exhibit 10.85~~	~~09/15/2011~~

~~4.7~~	Warrant to Purchase Common Stock issued by the Company on September 9, 2011 in favor of Oxford Financial Corporation, pursuant to the Amended and Restated Loan and Security Agreement dated September 9, 2011.		~~8-K~~	~~001-34375~~ ~~Exhibit 10.86~~	~~09/15/2011~~

~~4.8~~	Warrant to Purchase Common Stock issued by the Company on September 9, 2011 in favor of Oxford Financial Corporation, pursuant to the Amended and Restated Loan and Security Agreement dated September 9, 2011.		~~8-K~~	~~001-34375~~ ~~Exhibit 10.87~~	~~09/15/2011~~

~~4.9~~	~~Warrant to Purchase Common Stock issued by the Company on June 28, 2013 in favor of Oxford Finance LLC pursuant to the Loan and Security Agreement dated June 28, 2013.~~		~~10-Q~~	~~001-34375~~ ~~Exhibit 4.17~~	~~08/09/2013~~

~~4.10~~	~~Warrant to Purchase Common Stock issued by the Company on June 28, 2013 in favor of Oxford Finance LLC pursuant to the Loan and Security Agreement dated June 28, 2013.~~		~~10-Q~~	~~001-34375~~ ~~Exhibit 4.18~~	~~08/09/2013~~

~~4.12~~	~~Warrant to Purchase Common Stock issued by the Company on June 28, 2013 in favor of Oxford Finance LLC pursuant to the Loan and Security Agreement dated June 28, 2013.~~		~~10-Q~~	~~001-34375~~ ~~Exhibit 4.19~~	~~08/09/2013~~

~~4.13~~	~~Warrant to Purchase Common Stock issued by the Company on June 28, 2013 in favor of Oxford Finance LLC pursuant to the Loan and Security Agreement dated June 28, 2013.~~		~~10-Q~~	~~001-34375~~ ~~Exhibit 4.20~~	~~08/09/2013~~

~~4.14~~	~~Warrant to Purchase Common Stock issued by the Company on June 28, 2013 in favor of Silicon Valley Bank pursuant to the Loan and Security Agreement dated June 28, 2013.~~		~~10-Q~~	~~001-34375~~ ~~Exhibit 4.21~~	~~08/09/2013~~

~~4.15~~	~~Form of Warrant to Purchase Common Stock for Investors in the Units.~~		~~8-K~~	~~001-34375~~	~~05/30/2014~~

~~4.16~~	~~Form of Warrant to Purchase Common Stock for Placement Agent of the Units.~~		~~8-K~~	~~001-34375~~	~~05/30/2014~~

~~4.17~~	~~Form of Amendment to Warrant to Purchase Common Stock.~~		~~8-K~~	~~001-34375~~	~~09/08/2014~~

~~4.18~~	~~Form of Warrant to Purchase Common Stock.~~		~~8-K~~	~~001-34375~~	~~09/08/2014~~

~~4.19~~	~~Form of Warrant for Purchasers in the Units.~~		~~8-K~~	~~001-034375~~	~~10/08/2014~~

~~4.20~~	~~Form of Initial Warrant to Purchase Common Stock.~~		~~8-K~~	~~001-034375~~	~~05/05/2015~~

~~4.21~~	~~Form of Additional Warrant to Purchase Common Stock.~~		~~8-K~~	~~001-034375~~	~~05/05/2015~~

~~4.22~~	~~Form of Pre-Funded Warrant to Purchase Common Stock.~~		~~8-K~~	~~001-034375~~	~~05/05/2015~~

~~4.23~~	~~Amendment to Common Stock Purchase Warrant.~~		~~10-K~~	~~001-34375~~	~~03/11/2015~~

~~4.24~~	~~Amendment to Series A-1 Warrant to Purchase Common Stock.~~		~~10-K~~	~~001-34375~~	~~03/11/2015~~

~~4.25~~	~~Amendment to Series A-2 Warrant to Purchase Common Stock.~~		~~10-K~~	~~001-34375~~	~~03/11/2015~~

~~4.26~~	~~Form of Non-Transferable Subscription Rights Certificate.~~	X

4.27*	~~Form of Series R Warrant underlying the Units.~~

4.28*	~~Form of Warrant Agreement between Cytori Therapeutics, Inc. and Broadridge Corporate Issuer Solutions, Inc.~~

5.1*	~~Opinion of DLA Piper LLP (US).~~

~~10.1#~~	~~Amended and Restated 1997 Stock Option and Stock Purchase Plan.~~		10	~~000-32501~~ ~~Exhibit 10.1~~	~~03/30/2001~~

~~10.1.1#~~	Board of Directors resolution adopted November 9, 2006 regarding determination of fair market value for stock option grant purposes (incorporated by reference to Exhibit 10.10.1 filed as Exhibit 10.10.1 to our Form 10-K Annual Report, as filed on March 30, 2007 and incorporated by reference herein).		~~10-K~~	~~000-32501~~ ~~Exhibit 10.10.1~~	~~03/30/2007~~

~~10.2~~	~~2004 Equity Incentive Plan of Cytori Therapeutics, Inc.~~		~~8-K~~	~~000-32501~~ ~~Exhibit 10.1~~	~~08/27/2004~~

~~10.3#~~	~~Board of Directors resolution adopted November 9, 2006 regarding determination of fair market value for stock option grant purposes.~~		~~10-K~~	~~000-32501~~ ~~Exhibit 10.10.1~~	~~03/30/2007~~

10. 4#	Notice and Agreement for Stock Options Grant Pursuant to Cytori Therapeutics, Inc. 1997 Stock Option and Stock Purchase Plan (Nonstatutory).		10-Q	~~000-32501~~ ~~Exhibit~~ 10.19	000-32501	11/15/2004

10.5#	Notice and Agreement for Stock Options Grant Pursuant to Cytori Therapeutics, Inc. 1997 Stock Option and Stock Purchase Plan (Nonstatutory) with Cliff.		10-Q	~~000-32501~~ ~~Exhibit~~ 10.20	000-32501	11/15/2004

10.6#	Notice and Agreement for Stock Options Grant Pursuant to Cytori Therapeutics, Inc. 1997 Stock Option and Stock Purchase Plan (Incentive).		10-Q	~~000-32501~~ ~~Exhibit~~ 10.21	000-32501	11/15/2004

10.7#	Notice and Agreement for Stock Options Grant Pursuant to Cytori Therapeutics, Inc. 1997 Stock Option and Stock Purchase Plan (Incentive) with Cliff.		10-Q	~~000-32501~~ ~~Exhibit~~ 10.22	000-32501	11/15/2004

10.8#	Form of Options Exercise and Stock Purchase Agreement Relating to the 2004 Equity Incentive Plan.	10-Q	10.23	000-32501	11/15/2004

10.9#	Form of Notice of Stock Options Grant Relating to the 2004 Equity Incentive Plan.	10-Q	10.24	000-32501	11/15/2004

10.10	Sublease Agreement dated May 24, 2005, between Biogen Idec, Inc. and the Company.	10-Q	10.21	000-32501	08/15/2005

10.11+	License & Royalty Agreement, effective August 23, 2007, by and between Olympus-Cytori, Inc. and Cytori Therapeutics, Inc.	10-Q	10.49	000-32501	11/13/2007

10.69	Lease Agreement entered into on April 2, 2010, between HCP Callan Rd, LLC. and Cytori Therapeutics, Inc.	10-Q	10.69	001-34375	05/06/2010

10.76	Common Stock Purchase Agreement, dated December 6, 2010, by and among Cytori Therapeutics, Inc. and Astellas Pharma Inc.	8-K	10.76	001-34375	12/09/2010

10.77	Form of Notice and Restricted Stock Award Agreement for grants of performance-based restricted stock awards under the 2004 Equity Incentive Plan.	8-K	10.1	001-34375	03/04/2011

10.88	First Amendment to Lease Agreement entered into on November 4, 2011, between HCP Callan Rd, LLC. and the Company.	10-Q	10.88	001-34375	11/08/2011

10.89#	2011 Employee Stock Purchase Plan.	DEF 14A	A	001-34375	05/02/2011

10.90+	Contract HHSO100201200008C dated September 27, 2012, by and between the Company and the U.S. Department of Health and Human Services Biomedical Advanced Research and Development Authority (portions of the exhibit have been omitted pursuant to a request for confidential treatment).	8-K	10.90	001-34375	10/03/2012

10.91	Joint Venture Termination Agreement dated May 8, 2013 by and between the Company and Olympus Corporation.	10-Q	10.91	001-34375	05/10/2013

10.93+	Puregraft Sale-License-Supply Agreement, dated July 30, 2013, by and among the Company and Bimini Technologies LLC.	10-Q/A	10.93	001-34375	11/12/2013

10.94+	Amended and Restated License and Supply Agreement dated January 30, 2014, by and between the Company and Lorem Vascular Pty. Ltd.	8-K	10.94	001-34375	02/04/2014

10.95	Sales Agreement, dated May 12, 2014, by and between Cytori Therapeutics, Inc. and Cowen and Company, LLC.	8-K	10.1	001-34375	05/12/2014

10.98	Cytori Therapeutics, Inc. 2014 Equity Incentive Plan.	DEF 14A	A	001-34375	06/12/2014

10.99	Contract HHSO100201200008C Amendment No. 1 dated August 13, 2014, by and between the Company and the U.S. Department of Health and Human Services Biomedical Advanced Research and Development Authority.	8-K	10.99	001-34375	08/19/2014

10.103	Confidential Separation Agreement and General Release of all claims dated October 2, 2014, by and among the Company, and Clyde Shores.	10-Q	10.103	001-34375	11/06/2014

10.104	Form of Securities Purchase Agreement by and between Cytori Therapeutics, Inc. and the Purchasers (as defined therein), dated as of October 8, 2014.	8-K	10.1	001-34375	10/08/2014

10.105	Placement Agency Agreement, dated October 8, 2014, between Cytori Therapeutics, Inc. and Roth Capital Partners, LLC.	8-K	10.2	001-34375	10/08/2014

10.106	Amendment One to the Securities Purchase Agreement, dated March 16, 2015, between the Company and certain institutional investors.	10-Q	10.1	001-34375	05/11/2015

10.107	Form of Securities Purchase Agreement, dated May 5, 2015, by and among Cytori Therapeutics, Inc. and the investors named therein.	8-K	10.1	001-34375	05/05/2015

10.108	Placement Agency Agreement, dated May 5, 2015, by and between Cytori Therapeutics, Inc. and Mizuho Securities USA Inc.	8-K	10.2	001-34375	05/05/2015

10.109	Amendment One to Joint Venture Termination Agreement, dated April 30, 2015, by and between Cytori Therapeutics, Inc. and Olympus Corporation.	8-K	10.1	001-34375	05/05/2015

10.110	Loan and Security Agreement, dated May 29, 2015, by and between Cytori Therapeutics, Inc. and Oxford Finance, LLC.	10-Q	10.4	001-34375	08/10/2015

10.111	Amendment One to the Securities Purchase Agreement between the Company and certain institutional investors dated May 5, 2015.	10-K	10.111	001-34375	03/11/2016

10.112#	2015 New Employee Incentive Plan.	8-K	10.1	001-34375	01/05/2016

10.113#	Form of Agreement for Acceleration and/or Severance.	10-K	10.113	001-34375	03/11/2015

10.114#	Form of Stock Option Agreement under the New Employee Incentive Plan.	S-8	99.4	333-210211	03/15/2016

10.115#	Form of Notice of Grant of Stock Option under the 2015 New Employee Incentive Plan.	S-8	99.5	333-210211	03/15/2016

10.116	Amendment Two to Joint Venture Termination Agreement, dated January 8, 2016.	10-Q	10.4	001-34375	05/10/2016

10.117	Amendment of Solicitation/Amendment of Contract, effective April 1, 2016, by and between ASPR-BARDA and Cytori Therapeutics, Inc.	10-Q	10.1	001-34375	08/05/2016

10.118	Amendment of Solicitation/Amendment of Contract, effective September 9, 2016, by and between ASPR-BARDA and Cytori Therapeutics, Inc.	10-Q	10.1	001-34375	11/09/2016


10.119	Purchase Agreement between Cytori Therapeutics, Inc. and Lincoln Park Capital Fund, LLC, dated December 22, 2016.		8-K	10.1	001-34375	12/29/2016

10.120	Registration Rights Agreement between Cytori Therapeutics, Inc. and Lincoln Park Capital Fund, LLC, dated December 22, 2016.		8-K	10.2	001-34375	12/29/2016

23.1	Consent of KPMG LLP, Independent Registered Public Accounting Firm.	X

23.2	Consent of Latham & Watkins LLP (included in exhibit 5.1).	X

24.1	Power of Attorney (included on signature page).	X


#
~~10.8#~~	~~Form of Options Exercise and Stock Purchase Agreement Relating to the 2004 Equity Incentive Plan.~~	~~10-Q~~	~~000-32501~~ ~~Exhibit 10.23~~	~~11/15/2004~~

~~10.9#~~	~~Form of Notice of Stock Options Grant Relating to the 2004 Equity Incentive Plan.~~	~~10-Q~~	~~000-32501~~ ~~Exhibit 10.24~~	~~11/15/2004~~

~~10.10~~	~~Sublease Agreement dated May 24, 2005, between Biogen Idec, Inc. and the Company.~~	~~10-Q~~	~~000-32501~~ ~~Exhibit 10.21~~	~~08/15/2005~~

~~10.11+~~	~~License & Royalty Agreement, effective August 23, 2007, by and between Olympus-Cytori, Inc. and Cytori Therapeutics, Inc.~~	~~10-Q~~	~~000-32501~~ ~~Exhibit 10.49~~	~~11/13/2007~~

~~10.69~~	~~Lease Agreement entered into on April 2, 2010, between HCP Callan Rd, LLC. and Cytori Therapeutics, Inc.~~	~~10-Q~~	~~001-34375~~ ~~Exhibit 10.69~~	~~05/06/2010~~

~~10.76~~	~~Common Stock Purchase Agreement, dated December 6, 2010, by and among Cytori Therapeutics, Inc. and Astellas Pharma Inc.~~	~~8-K~~	~~001-34375~~ ~~Exhibit 10.76~~	~~12/09/2010~~

~~10.77~~	~~Form of Notice and Restricted Stock Award Agreement for grants of performance-based restricted stock awards under the 2004 Equity Incentive Plan.~~	~~8-K~~	~~001-34375~~ ~~Exhibit 10.1~~	~~03/04/2011~~

~~10.88~~	~~First Amendment to Lease Agreement entered into on November 4, 2011, between HCP Callan Rd, LLC. and the Company.~~	~~10-Q~~	~~001-34375~~ ~~Exhibit 10.88~~	~~11/08/2011~~

~~10.89#~~	~~2011 Employee Stock Purchase Plan.~~	~~DEF 14A~~	~~001-34375~~ ~~Appendix A~~	~~05/02/2011~~

~~10.90+~~	Contract HHSO100201200008C dated September 27, 2012, by and between the Company and the U.S. Department of Health and Human Services Biomedical Advanced Research and Development Authority (portions of the exhibit have been omitted pursuant to a request for confidential treatment).	~~8-K~~	~~001-34375~~ ~~Exhibit 10.90~~	~~10/03/2012~~

~~10.91~~	~~Joint Venture Termination Agreement dated May 8, 2013 by and between the Company and Olympus Corporation.~~	~~10-Q~~	~~001-34375~~ ~~Exhibit 10.91~~	~~05/10/2013~~

~~10.93+~~	~~Puregraft Sale-License-Supply Agreement, dated July 30, 2013, by and among the Company and Bimini Technologies LLC.~~	~~10-Q/A~~	~~001-34375~~ ~~Exhibit 10.93~~	~~11/12/2013~~

~~10.94+~~	~~Amended and Restated License and Supply Agreement dated January 30, 2014, by and between the Company and Lorem Vascular Pty. Ltd.~~	~~8-K~~	~~001-34375~~	~~02/04/2014~~

~~10.95~~	~~Sales Agreement, dated May 12, 2014, by and between Cytori Therapeutics, Inc. and Cowen and Company, LLC.~~	~~8-K~~	~~001-34375~~	~~05/12/2014~~

~~10.98~~	~~Cytori Therapeutics, Inc. 2014 Equity Incentive Plan.~~	~~DEF 14A~~	~~001-34375~~	~~06/12/2014~~

~~10.99~~	Contract HHSO100201200008C Amendment No. 1 dated August 13, 2014, by and between the Company and the U.S. Department of Health and Human Services Biomedical Advanced Research and Development Authority.	~~8-K~~	~~001-34375~~	~~08/19/2014~~

~~10.103~~	~~Confidential Separation Agreement and General Release of all claims dated October 2, 2014, by and among the Company, and Clyde Shores.~~	~~10-Q~~	~~001-34375~~	~~11/06/2014~~

~~10.104~~	~~Form of Securities Purchase Agreement by and between Cytori Therapeutics, Inc. and the Purchasers (as defined therein), dated as of October 8, 2014.~~	~~8-K~~	~~001-034375~~	~~10/08/2014~~

~~10.105~~	~~Placement Agency Agreement, dated October 8, 2014, between Cytori Therapeutics, Inc. and Roth Capital Partners, LLC.~~	~~8-K~~	~~001-034375~~	~~10/08/2014~~

~~10.106~~	~~Amendment One to the Securities Purchase Agreement, dated March 16, 2015, between the Company and certain institutional investors.~~	~~10-Q~~	~~001-034375~~	~~05/11/2015~~

~~10.107~~	~~Form of Securities Purchase Agreement, dated May 5, 2015, by and among Cytori Therapeutics, Inc. and the investors named therein.~~	~~8-K~~	~~001-034375~~	~~05/05/2015~~

~~10.108~~	~~Placement Agency Agreement, dated May 5, 2015, by and between Cytori Therapeutics, Inc. and Mizuho Securities USA Inc.~~	~~8-K~~	~~001-034375~~	~~05/05/2015~~

~~10.109~~	~~Amendment One to Joint Venture Termination Agreement, dated April 30, 2015, by and between Cytori Therapeutics, Inc. and Olympus Corporation.~~	~~8-K~~	~~001-034375~~	~~05/05/2015~~

~~10.110~~	~~Loan and Security Agreement, dated May 29, 2015, by and between Cytori Therapeutics, Inc. and Oxford Finance, LLC.~~	~~10-Q~~	~~001-034375~~	~~08/10/2015~~

~~10.111~~	~~Amendment One to the Securities Purchase Agreement between the Company and certain institutional investors dated May 5, 2015.~~	~~10-K~~	~~001-34375~~	~~03/11/2015~~

~~10.112#~~	~~2015 New Employee Incentive Plan.~~	~~8-K~~	~~001-034375~~	~~January 5, 2016~~

~~10.113#~~	~~Form of Agreement for Acceleration and/or Severance.~~		~~10-K~~	~~001-34375~~	~~03/11/2015~~

~~23.1~~	~~Consent of KPMG LLP, Independent Registered Public Accounting Firm .~~	X

23.2*	~~Consent of DLA Piper LLP (US) (included in exhibit 5.1).~~

~~24.1~~	~~Power of Attorney (included on signature page).~~	X

~~99.1~~	~~Form of Instructions as to Use of Subscription Rights Certificates.~~	X

~~99.2~~	~~Form of Letter to Shareholders who are Record Holders.~~	X

~~99.3~~	~~Form of Letter to Brokers, Dealers, Banks and Other Nominees.~~	X

~~99.4~~	~~Form of Broker Letter to Clients Who are Beneficial Holders.~~	X

~~99.5~~	~~Form of Beneficial Owner Election Form.~~	X

~~99.6~~	~~Form of Nominee Holder Certification.~~	X

~~99.7~~	~~Form of Notice of Important Tax Information.~~	X

*		~~To be filed by amendment~~
#	Indicates management contract or compensatory plan or arrangement.


+	Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.

Delaware	3841	33-0827593
~~Delaware~~	~~3841~~	~~33-0827593~~
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)


Large accelerated filer ☐	Accelerated filer ☒☐	Non-accelerated filer ☐	Smaller reporting company ☐☒
		(Do not check if a smaller reporting company)

Title of each class of securities to be registered		Amount to be registered⁽¹⁾				Proposed maximum aggregate offering price per share⁽²⁾				Proposed maximum aggregate offering price				Amount of registration fee
Common stock, $0.001 par value per share			6,509,677				$1.445				$9,406,483				$1,091



Title of each class of securities to be registered			Proposed Maximum Aggregate Offering Price⁽¹⁾		Amount of Registration Fee
Units, each consisting of one share of common stock, par value $0.001 per share ("Common Stock") and of a warrant to purchase one share of common stock ("Units")			$	10,000,000	$	1,007
Non-transferable Rights to purchase Units⁽²⁾				–		–
Common Stock included as part of the Units			Included with Units above			–
Warrants included as part of the Units⁽³⁾			Included with Units above			–
Common Stock issuable upon exercise of the Warrants included in the Units⁽¹⁾⁽⁴⁾			$	1,000,000	$	101
Total			$	11,000,000	$	1,108


	(1	)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933 (the "Act").
	(2	)	Non-transferable Rights to purchase Units are being issued without consideration. Pursuant to Rule 457(g) under the Act, no separate registration fee is required for the Rights because the Rights are being registered in the same registration statement as the Common Stock of the Registrant underlying the Rights.
	(3	)	Pursuant to Rule 457(g) of the Act, no separate registration fee is required for the Warrants because the Warrants are being registered in the same registration statement as the Common Stock of the Registrant issuable upon exercise of the Warrants.
	(4	)	In addition to the shares of Common Stock set forth in this table, pursuant to Rule 416 under the Act, this registration statement also registers such indeterminate number of shares of Common Stock as may become issuable upon exercise of the Warrants as the same may be adjusted as a result of their customary anti-dilution provisions.


	~~Per Unit~~	~~Total~~⁽²⁾
~~Subscription price~~	$	$
~~Dealer-Manager fees and expenses~~⁽¹⁾	$	$
~~Proceeds to us, before expenses~~	$	$


~~Jeffrey T. Baglio,~~ Cheston J. Larson, Esq. ~~DLA Piper~~ Latham & Watkins LLP ~~(US)~~ ~~4365 Executive Drive, Suite 1100~~ 12670 High Bluff Dr. San Diego, CA ~~92121~~ 92130 Tel: (858) ~~677-1400~~ 523-5400 Fax: (858) ~~677-1401~~		~~Barry I. Grossman, Esq.~~ ~~Tamar Donikyan, Esq.~~ ~~Ellenoff Grossman & Schole LLP~~ ~~1345 Avenue of the Americas~~ ~~New York, New York 10105~~ ~~(212) 370-1300~~ 523-5450


	⁽¹⁾	Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover the additional securities of the same class as the securities covered by this registration statement issued or issuable prior to completion of the distribution of the securities covered by this registration statement as a result of a split of, or a stock dividend on, the registered securities.

~~PRELIMINARY PROSPECTUS~~		~~SUBJECT TO COMPLETION~~		~~DATED APRIL 6, 2016~~

~~(1)~~	In connection with this Rights Offering, we have agreed to pay to Maxim Group LLC as the dealer-manager a cash fee equal to (i) 6% of the gross proceeds received by us directly from exercises of the Subscription Rights if the amount of such gross proceeds is less than $7.5 million or (b) 7% of the gross proceeds received by us directly from exercises of the Subscription Rights if the amount of such gross proceeds is at least $7.5 million. We have also agreed to reimburse the dealer-manager for its expenses up to $75,000. See "Plan of Distribution."
~~(2)~~		~~Assumes the Rights Offering is fully subscribed, but excludes proceeds from the exercise of Warrants included within the Units.~~

		Page
About This Prospectus		~~Page~~ i
Prospectus Summary				1
~~Letter From Our Chief Executive Officer~~ Risk Factors			1	11
~~Questions and Answers Relating to the Rights Offering~~ Forward-Looking Statements			2	18
~~Prospectus Summary~~ The Lincoln Park Transaction			8	19
~~Summary of the Rights Offering~~				14
~~Risk Factors~~				16
~~Forward-Looking Statements~~				22
Use of Proceeds			23
~~Dilution~~ Selling Stockholder			24
Dilution	25
Market Price of our Common Stock and Related Stockholder Matters			25		26
Dividend Policy			25		27
~~The Rights Offering~~ Description of Capital Stock			26		28
~~Material U.S. Federal Income Tax Consequences~~				33
~~Description of Securities~~				39
Plan of Distribution			42		31
Experts			43		33
Legal Matters			43		33
Where You Can Find More Information			44		34
Incorporation By Reference			44		34

	Common stock offered by the selling stockholder	6,509,677 shares
	Common stock outstanding before the offering⁽¹⁾	21,706,490 shares
	Common stock to be outstanding after the offering⁽²⁾	28,088,748 shares
	NASDAQ Capital Market Symbol	CYTX


⁽¹⁾	Based on the number of shares outstanding as of December 28, 2016 and includes the 127,419 shares issued to Lincoln Park in December 2016.


⁽²⁾	Assumes the issuance of all of the shares issuable under the Purchase Agreement that are being offered by this prospectus.

	For the Years Ended December 31,
	2015			2014			2013
Product revenues:
Related party	$	—		$	—		$	1,845,000
Third party		4,838,000			4,953,000			5,277,000
		4,838,000			4,953,000			7,122,000

Cost of product revenues		3,186,000			2,940,000			3,421,000

Gross profit		1,652,000			2,013,000			3,701,000

Development revenues:
Development, related party		—			—			638,000
Development		—			—			1,179,000
Government contracts and other		6,821,000			2,645,000			3,257,000

		6,821,000			2,645,000			5,074,000
Operating expenses:
Research and development		19,000,000			15,105,000			17,065,000
Sales and marketing		2,662,000			6,406,000			9,026,000
General and administrative		9,765,000			15,953,000			16,031,000
Change in fair value of warrants		(7,668,000	)		(369,000	)		(418,000	)
Change in fair value of option liability		—			—			(2,250,000	)

Total operating expenses		23,759,000			37,095,000			39,454,000

Operating loss		(15,286,000	)		(32,437,000	)		(30,679,000	)

Other income (expense):
Gain (loss) on asset disposal		3,000			42,000			(257,000	)
Loss on debt extinguishment		(260,000	)		—			(708,000	)
Interest income		9,000			6,000			4,000
Interest expense		(3,379,000	)		(4,371,000	)		(3,396,000	)
Other income (expense), net		169,000			(608,000	)		(438,000	)
Gain on Puregraft divestiture		—			—			4,453,000
Gain on previously held equity interest in joint venture		—			—			4,892,000
Equity loss from investment in joint venture		—			—			(48,000	)

Total other income (expense)		(3,458,000	)		(4,931,000	)		4,502,000

Net loss		(18,744,000	)		(37,368,000	)		(26,177,000	)
Beneficial conversion feature for convertible preferred stock		(661,000	)		(1,169,000	)		—
Net loss allocable to common stockholders		(19,405,000	)		(38,537,000	)		(26,177,000	)

Basic and diluted net loss per share allocable to common stockholders	$	(0.14	)	$	(0.48	)	$	(0.39	)

Basic and diluted weighted average shares used in calculating net loss per share allocable to common stockholders		140,797,316			80,830,698			67,781,364

Comprehensive loss:
Net loss	$	(18,744,000	)	$	(37,368,000	)	$	(26,177,000	)
Other comprehensive income – foreign currency translation adjustments		296,000			444,000			256,000
Comprehensive loss	$	(18,448,000	)	$	(36,924,000	)	$	(25,921,000	)

~~Securities to be offered~~	We are distributing to you, at no charge, one non-transferable Subscription Right to purchase one Unit for every shares of our common stock that you owned on the Record Date. Each Unit consists of one share of common stock and of a Warrant to purchase one share of common stock.
~~Size of offering~~	~~Units.~~
~~Subscription Price~~	~~$ per Unit.~~
~~Warrants~~	Each whole Warrant entitles the holder to purchase one share of common stock at an exercise price of $ per share from the date of issuance through its expiration two years from the date of issuance. The Warrants will be exercisable for cash, or, solely during any period when a registration statement for the exercise of the Warrants is not in effect, on a cashless basis. We have applied to list, the Warrants on NASDAQ under the symbol "CYTXW," although there is no assurance that a sufficient number of Subscription Rights will be exercised so that the Warrants will meet the minimum listing criteria to be accepted for listing on NASDAQ. We may redeem the Warrants for $0.01 per Warrant if our common stock closes above $ per share for 10 consecutive trading days.
~~Record Date~~	~~5:00 p.m., Eastern Time, May , 2016.~~
~~Basic Subscription Rights~~	~~Your Basic Subscription Right will entitle you to purchase one Unit at the Subscription Price.~~
~~Over-Subscription Privilege~~	If you exercise your Basic Subscription Rights in full, you may also choose to purchase a portion of any Units that are not purchased by our other stockholders through the exercise of their Basic Subscription Rights, subject to proration and stock ownership limitations described elsewhere.
~~Expiration date~~	~~The Subscription Rights will expire at 5:00 p.m., Eastern Time, on , 2016.~~
~~Procedure for exercising Subscription Rights~~	~~To exercise your Subscription Rights, you must take the following steps:~~ If you are a record holder of our common stock or a holder of warrants, you must deliver payment and a properly completed Rights Certificate to the Subscription Agent to be received before 5:00 p.m., Eastern Time, on , 2016. You may deliver the documents and payments by first class mail or courier service. If you use first class mail for this purpose, we recommend using registered mail, properly insured, with return receipt requested. If you are a beneficial owner of shares that are registered in the name of a broker, dealer, bank, or other nominee, you should instruct your broker, dealer, bank, or other nominee to exercise your Subscription Rights on your behalf. Please follow the instructions of your nominee, who may require that you meet a deadline earlier than 5:00 p.m., Eastern Time, on , 2016.
~~Delivery of shares and Warrants~~	As soon as practicable after the expiration of the Rights Offering, the Subscription Agent will arrange for the issuance of the shares of common stock and Warrants purchased pursuant to the Rights Offering. All shares and Warrants that are purchased in the Rights Offering will be issued in book-entry, or uncertificated, form meaning that you will receive a direct registration, or DRS, account statement from our transfer agent reflecting ownership of these securities if you are a holder of record of shares or warrants. If you hold your shares in the name of a bank, broker, dealer, or other nominee, DTC will credit your account with your nominee with the securities you purchased in the Rights Offering.

~~Non-transferability of Subscription Rights~~	~~The Subscription Rights may not be sold, transferred, assigned or given away to anyone. The Subscription Rights will not be listed for trading on any stock exchange or market.~~
~~Transferability of Warrants~~	~~The Warrants will be separately transferable following their issuance and through their expiration two years from the issuance date.~~
~~No board recommendation~~	Our board of directors is not making a recommendation regarding your exercise of the Subscription Rights. You are urged to make your decision to invest based on your own assessment of our business and financial condition, our prospects for the future, the terms of the Rights Offering, the information in this prospectus and other information relevant to your circumstances. Please see "~~Risk Factors~~" ~~for a discussion of some of the risks involved in investing in our securities.~~
~~No revocation~~	~~All exercises of Subscription Rights are irrevocable, even if you later learn of information that you consider to be unfavorable to the exercise of your Subscription Rights.~~
~~Use of proceeds~~	Assuming the exercise of Subscription Rights to purchase all Units of the Rights Offering, after deducting fees and expenses and excluding any proceeds received upon exercise of any Warrants, we estimate the net proceeds of the Rights Offering will be approximately $ million. We intend to use approximately half of the 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. In addition, we intend to use approximately half of the 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. See "~~Use of Proceeds.~~"
~~Material U.S. federal income tax consequences~~	For U.S. federal income tax purposes, we do not believe you should recognize income or loss upon receipt or exercise of a Subscription Right. You should consult your own tax advisor as to the tax consequences of the Rights Offering in light of your particular circumstances. See "~~Material U.S. Federal Income Tax Consequences.~~"
~~Extension and termination~~	Although we do not presently intend to do so, we may extend the Rights Offering for additional time in the sole discretion of the Company and Maxim. Our board of directors may for any reason terminate the Rights Offering at any time before the completion of the Rights Offering.
~~Subscription and Information Agent~~	~~Broadridge Corporate Issuer Solutions, Inc.~~
~~Questions~~	~~If you have any questions about the Rights Offering, please contact the Subscription and Information Agent, Broadridge Corporate Issuer Solutions, Inc., at (855) 793-5068 (toll free).~~
~~Market for common stock~~	~~Our common stock is listed on NASDAQ under the symbol~~ "~~CYTX.~~"
~~Dealer-Manager~~	~~Maxim Group LLC.~~


Subscription Price			$
Net tangible book value per share as of December 31, 2015	$	0.00
Increase in net tangible book value per share attributable to Rights Offering
Pro forma net tangible book value per share as of December 31, 2015, after giving effect to Rights Offering

Dilution in net tangible book value per share to purchasers in the Rights Offering			$


	Amount to be Paid
SEC Registration Fee	$	1,108
FINRA Filing Fee	2,150
Printing Expenses
Legal Fees and Expenses
Accounting Fees and Expenses
Subscription Agent, Information Agent and Warrant Agent Fees and Expenses
Miscellaneous Expenses

	$