INTELLICELL BIOSCIENCES, INC.
30 EAST 76th STREET, 6th FLOOR
NEW YORK, NEW YORK 10021
December 21, 2011
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Pamela Long, Assistant Director |
Dietrich King, Senior Attorney
Sherry Haywood, Staff Attorney
| | Re: | Intellicell Biosciences, Inc. |
| | | Amendment No. 5 to Form 8-K |
| | | Filed December 9, 2011 |
| | | File No. 333-49388 |
Ladies and Gentlemen:
The following responses address the comments of the reviewing Staff of the Securities and Exchange Commission (“Commission”) as set forth in a comment letter dated December 19, 2011 (the "Comment Letter") relating to the Amendment No. 5 to the Current Report on Form 8-K/A filed December 7, 2011 (the “8-K”) of Intellicell Biosciences, Inc. (the “Company”). The answers set forth herein refer to each of the Staff’s comments by number.
Description of Business of Intellicell, Page 8
Strategy, page 10
| 1. | We note your new disclosure about your agreement with DMI. Specifically, we note your statement on page 10 that DMI has agreed to pay a license fee of $1,000,000. This statement conflicts with the terms of Section 7 (License Fees) of the agreement, which states that the license fee is $1.00. Please reconcile this inconsistency. In addition, as the version of the agreement filed as Exhibit 10.8 has been signed only by DMI, please re-file a fully executed version of the agreement, signed by both parties. |
Response
The Company acknowledges the Staff’s comment and has revised the description of the agreement with DMI on page 10 of the 8-K. The Company has also filed the countersigned agreement as Exhibit 10.8 to the 8-K in accordance with the Staff’s comment.
We hereby acknowledge the following:
| ● | the company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| ● | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| ● | the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
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If you have any further comments and/or questions, please contact the undersigned at (212) 249-3050 or Richard A. Friedman, Esq. at Sichenzia Ross Friedman Ference LLP at (212) 930-9700.
| | Very truly yours, | |
| | | | |
| | By: | /s/ Steven A. Victor | |
| | | Steven A. Victor, M.D. | |
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cc: Richard A. Friedman, Sichenzia Ross Friedman Ference, LLP
