Pathfinder Cell Therapy S3 Shelf registration

As filed with the Securities and Exchange Commission on October 3, 2007

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SYNTHEMED, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

14-1745197

(I.R.S. Employer Identification No.)

200 Middlesex Essex Turnpike, Suite 210

Iselin, New Jersey 08830

732-404-1117

(Address, Including Zip Code, and Telephone Number, Including Area Code,

of Registrant's Principal Executive Offices)

Robert P. Hickey, President

200 Middlesex Essex Turnpike, Suite 210

Iselin, New Jersey 08830

732-404-1117

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,

of Agent For Service)

A copy of all communications, including communications sent to the agent for service, should be sent to:

Keith M. Moskowitz, Esq.

Eilenberg Krause & Paul LLP

11 East 44^th Street

New York, New York 10017

Approximate date of commencement of proposed sale to the public: from time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: o


CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered	Amount to be registered			Proposed maximum offering price per unit		Proposed maximum aggregate offering price⁽¹⁾		Amount of registration fee
Common stock, par value $0.001		3,000,000		$	0.73⁽¹⁾	$	2,190,000	$	67.23
Common stock, par value $0.001		210,000	⁽²⁾	$	0.73	$	153,300	$	4.71

							TOTAL	$	71.94


⁽¹⁾	The price is estimated in accordance with Rule 457(c) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee and represents the average of the bid and asked prices of the Common Stock on October 1, 2007, as reported on the OTC Bulletin Board.
⁽²⁾	Represents currently unissued shares to be offered for resale by selling stockholders following issuance upon exercise of outstanding warrants. In addition to the shares set forth in the table, the amount to be registered includes an indeterminate number of shares issuable upon exercise of the warrants, as such number may be adjusted as a result of stock splits, stock dividends and similar transactions in accordance with Rule 416.

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

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED _______, 2007

PROSPECTUS

SYNTHEMED, INC.

3,210,000 Shares of Common Stock

This prospectus relates to the sale or other disposition by some of our security holders of up to 3,000,000 shares of our currently outstanding common stock and 210,000 shares of our common stock issuable upon exercise of currently outstanding warrants. For a list of the selling stockholders, please refer to the "Selling Stockholders" section of this prospectus. We are not selling any shares of common stock in this offering and therefore will not receive any proceeds from this offering. We will, however, receive the exercise price of the warrants if and when those warrants are exercised by the selling stockholders. None of the warrants have been exercised as of the date of this prospectus. We will pay the expenses of registering these shares.

Our common stock is traded in the over-the-counter market and is quoted on the OTC Bulletin Board under the symbol SYMD. On October 1, 2007, the closing price of our common stock was $.72 per share.

The shares included in this prospectus may be disposed of on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. We will not control or determine the price at which a selling stockholder decides to sell or otherwise dispose of its shares. Brokers or dealers effecting transactions in these shares should confirm that the shares are registered under applicable state law or that an exemption from registration is available.

You should understand the risks associated with investing in our common stock. Before making an investment, please read the “Risk Factors” section of this prospectus on page 4.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is _________, 2007.

TABLE OF CONTENTS

	Page
Where You Can Find More Information	1
Incorporation By Reference	1
Forward-Looking Statements	1
Prospectus Summary	2
Risk Factors	4
Use of Proceeds	4
Selling Stockholders	4
Plan of Distribution	6
Delaware Law and Certain Charter and By-law Provisions	8
Disclosure of Commission Position on Indemnification for Securities Act Liabilities	9
Legal Matters	10
Experts	10

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form S-3 under the Securities Act for the common stock offered under this prospectus. We are subject to the informational requirements of the Exchange Act, and file annual reports, quarterly reports, special reports, proxy statements and other information with the Commission. These reports, proxy statements and other information filed us can be inspected and copied at the public reference facilities of the Commission at Station Place, 100 F Street, N.E., Washington, D.C. 20549. Copies of these materials can be obtained from the Public Reference Section of the Commission at Station Place, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. The Commission also maintains a Web site that contains reports, proxy statements, information statements and other information concerning SyntheMed, Inc. at the site located at http://www.sec.gov . This prospectus does not contain all the information in the registration statement and its exhibits, which we have filed with the Commission under the Securities Act and to which reference is made.

INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” the documents that we file with the SEC. This means that we can disclose important information to you by referring you to those documents. Any information we incorporate in this manner is considered part of this prospectus; however, to the extent that there are any inconsistencies between information presented in this prospectus and information contained in incorporated documents filed with the SEC before the date of this prospectus, the information in this prospectus shall be deemed to supersede the earlier information. Any information we file with the SEC after the date of this prospectus will automatically update and supersede the information contained in this prospectus.

We incorporate by reference the documents listed below and any documents that we subsequently file under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to completion of the offering covered by this prospectus:

	·	our Annual Report on Form 10-KSB for the year ended December 31, 2006, filed by us on March 12, 2007;

	·	our Quarterly Reports on Form 10-QSB for the quarterly periods ended March 31, 2007 (filed by us on April 27, 2007) and June 30, 2007 (filed by us on August 14, 2007) ;

	·	our Current Reports on Form 8-K filed by us on May 4, 2007, June 20, 2007 and September 18, 2007; and

	·	the description of our common stock contained in the Registration Statement on Form S-1 (File No. 33-49008) under the caption “Description of Securities” (which is incorporated by reference in Item 1 of our Registration Statement on Form 8-A filed pursuant to Section 12 of the Exchange Act).

We will provide without charge to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the documents which are incorporated by reference into this prospectus. Requests may be made orally or in writing to the attention of Corporate Secretary, SyntheMed, Inc., 200 Middlesex Essex Turnpike, Suite 210, Iselin, New Jersey 08830, telephone (732) 404-1117.

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This document contains forward-looking statements, which reflect the views of our management with respect to future events and financial performance. These forward-looking statements are subject to a number of uncertainties and other factors that could cause actual results to differ materially from such statements. Forward-looking statements are identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “plans,” “projects,” “targets” and similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on the information available to management at the time and which speak only as of the date made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For a discussion of some of the factors that may cause actual results to differ materially from those suggested by the forward-looking statements, please read carefully the information under “Risk Factors.”

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus; it does not contain all of the information you should consider before investing in our common stock. Read the entire prospectus before making an investment decision.

Throughout this prospectus, the terms “we,” “us,” “our,” and “our company” refer to SyntheMed, Inc., a Delaware corporation.

Company Overview

We are a biomaterials company engaged primarily in the development and commercialization of anti-adhesion and drug delivery products. Products under development, all of which are based on our licensed proprietary, bioresorbable polymer technology, are primarily medical devices designed to prevent or reduce the formation of adhesions (scar tissue) following a broad range of surgical procedures. Our commercialization efforts are currently focused on our lead product, REPEL-CV®, a bioresorbable adhesion barrier intended for use in cardiac surgery.

In September 2006, we reported positive efficacy results from the multi-center, randomized, masked pivotal clinical trial of REPEL-CV in neonatal patients who underwent staged, open-heart surgical procedures. REPEL-CV is a bioresorbable film designed to be placed over the surface of the heart at the conclusion of surgery to reduce the formation of post-operative adhesions (scar tissue). We feel confident that the pivotal trial achieved its primary clinical endpoint based on the level of reduction in the extent and severity of adhesions. The pivotal trial was conducted at 15 pediatric cardiac surgery centers throughout the United States, and enrolled 144 neonatal patients who had undergone staged, open-heart surgical procedures. In this trial, surgeons used a four point grading system to determine the extent and severity of adhesions in the patients. Over 70% of the REPEL-CV treated patients were completely free of clinically-significant adhesions, the most severe grade of adhesions measured, as compared to less than 30% in the control patients, with a p value < 0.0001. In the primary clinical endpoint assessment, the mean extent of clinically-significant adhesions in the control patients was 2.5 times greater than in the REPEL-CV patients, with a p value = 0.0005. We have incorporated the results of this trial into the Premarket Approval (PMA) submission documentation for the United States Food and Drug Administration (“FDA”) as a basis for obtaining approval to market REPEL- CV in the United States for use in all cardiothoracic surgical procedures. Subject to FDA approval, we plan to launch REPEL-CV in the US through a direct sales effort in the latter half of 2007. Our PMA submission was formally accepted for review by the FDA on March 22, 2007. A meeting of the FDA Circulatory System Devices Advisory Panel was held on September 19, 2007 to review the PMA submission. The Panel recommended approval of REPEL-CV for use in pediatric patients (ages 21 years and younger) who are likely to need secondary open heart surgery. The Panel also recommended the development of additional safety data as a basis for expanding the indicated use to include adult patients.

In August, 2006 we received CE Mark approval to market REPEL- CV for use in cardiac surgery within the European Union (EU) and in other international markets. In September 2006, we launched REPEL-CV for sale in the EU and certain Southeast Asian markets through a network of independent distributors, all of whom are experienced at selling devices and medical equipment to cardiac surgeons.

In June 2006, we announced the successful completion of a multi-center clinical study for REPEL- CV involving several leading cardiac surgery centers in Europe. At the point of the second surgical procedure, 13 of the 15 patients in the study were free of clinically-significant adhesions representing a significant improvement over the typical experience among patients who have undergone secondary open heart procedures.

Our bioresorbable polymer technology is based on a proprietary group of polymers. We believe that these polymers display desirable properties which enable them to be tailored to a wide variety of applications. These properties include bioresorbability, flexibility and strength. Unlike many other polymer systems that may cause untoward tissue responses, polymers derived from our proprietary polymer technology are highly biocompatible. In addition to products for the prevention or reduction of post-operative adhesions, we believe that potential medical applications for our polymer technology include resorbable sutures, stents, coatings for implantable devices and drug delivery systems.

Our address is 200 Middlesex Essex Turnpike, Suite 210, Iselin, New Jersey 08830 and our telephone number is (732) 404-1117. We maintain a web site at www.synthemed.com . The information on our web site is not, and you must not consider such information to be, a part of this prospectus.

2007 Financing

In August and September, 2007, we sold an aggregate of 3,000,000 shares of common stock in a private placement at a purchase price of $1.00 per share, resulting in gross cash proceeds of $3,000,000. In connection with the financing, we paid the placement agent a commission of $210,000 in cash, representing 7% of the amount raised, and we issued at the direction of the placement agent warrants to purchase an aggregate of 210,000 shares of common stock, representing 7% of the number of shares sold by the agent in the financing. The warrants are exercisable at an exercise price equal to $1.10 per share at any time until August 13, 2011. We also reimbursed the agent for certain financing-related expenses including legal fees. The proceeds of the private placement have been allocated to fund REPEL-CV sales and marketing activities as well as general working capital needs. This prospectus is part of a registration statement that we filed as a result of our agreement to register for resale under the Securities Act of 1933 the shares of common stock issued in the financing and underlying the placement agent warrants issued in the financing.

The Offering

Common stock covered hereby	3,210,000 shares, consisting of 3,000,000 presently outstanding shares and 210,000 shares issuable upon exercise of outstanding warrants.

Common stock currently outstanding	87,393,261 shares ⁽¹⁾⁽²⁾

Common stock to be outstanding after offering assuming no exercise of the warrants whose underlying shares are covered by this prospectus	87,393,261 shares ⁽¹⁾⁽²⁾

Common stock to be outstanding after offering assuming exercise in full of all warrants whose underlying shares are covered by this prospectus	87,603,261 shares ⁽¹⁾

OTC Bulletin Board Trading Symbol	SYMD

Risk Factors	An investment in our common stock involves significant risks. See “Risk Factors” on page 4.

_________________

⁽¹⁾	Does not include 13,268,166 shares of common stock underlying outstanding options (including 405,000 shares underlying options subject to performance-based vesting), exercisable at prices ranging from $0.023 per share to $4.75 per share and expiring through April 23, 2017.

⁽²⁾	Does not include 210,000 shares of common stock underlying warrants held by selling stockholders and covered by this prospectus.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information contained in this prospectus and in the documents incorporated by reference before deciding to invest in our company. If any of the following risks actually occur, our business, financial condition or operating results and the trading price or value of our securities could be materially adversely affected. For a discussion of risks relating to our business, see “Item 1. Business - Risks Related to Our Business; -Risks Related to Our Stock” in our Annual Report on Form 10-KSB for the year ended December 31, 2006, which is incorporated herein by reference.

USE OF PROCEEDS

We will not receive any proceeds from the sale or other disposition of the common stock covered hereby by the selling stockholders pursuant to this prospectus. However, we may receive the sale price of any common stock we sell to the selling stockholders upon exercise of the warrants whose underlying shares are covered by this prospectus. If all such warrants are exercised, the total amount of proceeds we would receive is $231,000. We expect to use the proceeds we receive from the exercise of warrants, if any, for general working capital purposes. We will pay the expenses of registration of these shares, including legal and accounting fees.

SELLING STOCKHOLDERS

Selling Stockholder Table

The shares to be offered by the selling stockholders are "restricted" securities under applicable federal and state securities laws and are being registered under the Securities Act of 1933, as amended (the “Securities Act”), to give the selling stockholders the opportunity to publicly sell or otherwise dispose of those shares. The registration of these shares does not require that any of the shares be offered or sold by the selling stockholders. The shares included in this prospectus may be disposed of by the selling stockholders or their transferees on any stock exchange, market, or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. We will not control or determine the price at which a selling stockholder decides to dispose of its shares.

No estimate can be given as to the amount or percentage of our common stock that will be held by the selling stockholders after any sales or other dispositions made pursuant to this prospectus because the selling stockholders are not required to sell any of the shares being registered under this prospectus. The following table assumes that the selling stockholders will sell all of the shares listed in this prospectus.

The following table sets forth the beneficial ownership of the selling stockholders prior to the offering to which this prospectus relates. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible securities currently exercisable or convertible, or exercisable or convertible within 60 days, are deemed outstanding, including for purposes of computing the percentage ownership of the person holding the option, warrant or convertible security, but not for purposes of computing the percentage of any other holder. Information concerning the selling stockholders may change from time to time after the date of this prospectus. Any such changed information will be described if and when necessary in supplements to this prospectus or, if appropriate, a post-effective amendment to the registration statement of which this prospectus is a part.

	Number of Shares Beneficially Owned			Number of Shares			Beneficial Ownership After Offering
Selling Stockholder	Before Offering			Being Offered			Number of Shares		Percent
Sheikh Abdullah Saeed Almaddah		500,000			500,000			0		0
Abdulaziz A. Batterjee		200,000			200,000			0		0
Clubb Capital Limited		1,568,025	⁽¹⁾		143,000	⁽⁴⁾		1,425,025		1.6
Jimmy Chee Meng Ho		72,500	⁽²⁾		2,500	⁽⁴⁾		70,000		*
Havasu Limited		1,000,000	⁽³⁾		1,000,000			0		0
Patrick Pico		59,500	⁽⁴⁾		59,500	⁽⁴⁾		0		0
Carlos Antonio Pittol		67,000	⁽⁵⁾		5,000	⁽⁴⁾		62,000		*
Hans Peter Porsche		1,000,000			500,000			500,000		*
Skye Asset Management SA		2,294,000	⁽⁶⁾		800,000			1,494,000		1.7

^{_____________________________________}

⁽¹⁾ Includes 602,025 shares underlying currently exercisable warrants expiring April 3, 2010 and 143,000 shares underlying currently exercisable warrants expiring August 13, 2011. Clubb Capital Limited served as placement agent for the $3,000,000 financing completed in September 2007 as well as prior private placements by our company. Mr. Joerg Gruber, Chairman and a director of Clubb Capital Limited, is a director of our company.

⁽²⁾ Includes 5,000 shares underlying currently exercisable warrants expiring April 3, 2010 and 2,500 shares underlying currently exercisable warrants expiring August 13, 2011.

⁽³⁾Voting and investment authority with respect to these shares are held by the directors of Havasu Limited, such authority to be exercised by any two of the following: Tracy Tepper, Brenda Bridgewater, William J. Jardim, Martin Watson, Charmaine Tucker, Marianne Kafena and Andrea Jackson; acting together with any one of the following: Ideitha James, Anika De Shields, Dean Williams and Gail Andrade.

⁽⁴⁾ Represents shares underlying currently exercisable warrants expiring August 13, 2011.

⁽⁵⁾ Includes 10,000 shares of common stock underlying currently exercisable warrants expiring April 3, 2010, 5,000 shares of common stock underlying currently exercisable warrants expiring August 13, 2011 and 10,000 shares held in the name of he selling stockholder's minor child. Mr. Pittol is an employee of Clubb Capital Limited.

⁽⁶⁾ Voting and investment authority with respect to these shares are held by Thomas Gruber, managing director of Sky Asset Management SA. Thomas Gruber is the brother of Mr. Joerg Gruber.

Relationships with Selling Stockholders

All of the selling stockholders acquired the securities shares or warrants underlying the shares covered by this prospectus in the $3,000,000 private placement that was completed in September 2007 (the “Placement”). Except as set forth in the table, none of the selling stockholders has held any position or office with us or any of our affiliates, or has had any other material relationship (other than as purchasers of securities) with us or any of our affiliates, within the past three years.

Registration Rights

In connection with the Placement, we agreed with the investors and the placement agent to file within 30 days of the closing a registration statement covering resale of the securities sold in the financing, including shares underlying warrants issued to the placement agent’s. This prospectus includes the foregoing shares. In the event that the resale registration statement of which this prospectus forms a part has not been declared effective within six months of September 7, 2007, the final closing of the Placement, we have agreed to grant to the investors and holders of the placement agent warrants demand and piggyback registration rights.

PLAN OF DISTRIBUTION

The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC;

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

a combination of any such methods of sale; and

any other method permitted pursuant to applicable law.

The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering. Upon any exercise of the warrants, however, we will receive the exercise price of the warrants.

The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.

The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be "underwriters" within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are "underwriters" within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders if and to the extent necessary for them to satisfy any prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

We have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.

We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or (2) the date on which any of the shares may be sold pursuant to Rule 144(k) of the Securities Act, provided that such period may be extended under limited circumstances.

DELAWARE LAW AND CERTAIN CHARTER AND BY-LAW PROVISIONS

The provisions of Delaware law and of our Restated Certificate of Incorporation and By-laws discussed below could discourage or make it more difficult to accomplish a proxy contest or other change in our management or the acquisition of control by a holder of a substantial amount of our voting stock. It is possible that these provisions could make it more difficult to accomplish, or could deter, transactions that stockholders may otherwise consider to be in their best interests or our best interests.

Business Combinations. We are subject to the provisions of Section 203 of the General Corporation Law of the State of Delaware. Section 203 prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to specified exceptions, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years did own, 15% or more of the corporation's voting stock.

Limitation of Liability; Indemnification. Our charter contains provisions permitted under the General Corporation Law of the State of Delaware relating to the liability of directors. The provisions eliminate a director's liability for monetary damages for a breach of fiduciary duty as a director, except in circumstances involving wrongful acts, such as the breach of a director's duty of loyalty or acts or omissions which involve intentional misconduct or a knowing violation of law. The limitation of liability described above does not alter the liability of our directors and officers under federal securities laws. Furthermore, our charter and by-laws contain provisions to indemnify our directors and officers to the fullest extent permitted by the General Corporation Law of the State of Delaware. These provisions do not limit or eliminate our right or the right of any stockholder of ours to seek non-monetary relief, such as an injunction or rescission in the event of a breach by a director or an officer of his duty of care to us.

Other provisions that the Company has adopted that can be viewed as having an “anti-takeover” effect include blank check preferred stock, elimination of the ability of stockholders to call a special meeting and a super-majority voting requirement for director-adopted amendments to the By-laws.

Special Meeting of Stockholders. Our By-laws provide that special meetings of our stockholders may be called only by our board of directors.

By-law Amendments. Our By-laws may be amended by stockholders or the board of directors. Amendments made by the board of directors require the affirmative vote of members constituting two-thirds of the entire board of directors.

Preferred Stock Issuances. Our Restated Certificate of Incorporation provides that, without stockholder approval, we can issue up to 5,000,000 shares of preferred stock with rights and preferences determined by our board of directors.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

FOR SECURITIES ACT LIABILITIES

The Delaware General Corporation Law generally provides that a corporation is empowered to indemnify any person who is made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving, at the request of the corporation, in any of such capacities of another corporation or other enterprise, if such director, officer, employee or agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. This statute describes in detail the right of corporations such as our company to indemnify any such person.

Our Restated Certificate of Incorporation provides generally for mandatory indemnification of our directors and officers to the fullest extent permitted under the Delaware General Corporation Law and permits indemnification for all other persons whom we are empowered to indemnify. Our By-Laws permit us to indemnify, to the fullest extent permitted by the Delaware General Corporation Law, any person, including officers and directors, with regard to any action or proceeding.

We have entered into indemnification agreements with our directors and officers. The agreements provide that we will indemnify the indemnitee to the fullest extent permitted by applicable law against expenses, including reasonable attorneys' fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any civil or criminal action or administrative proceeding arising out of his performance of his duties as a director or officer of our company other than an action initiated by a director of officer. Such indemnification is available if the indemnitee acted in good faith and in a manner he reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action, had no reasonable cause to believe his conduct was unlawful.

Under each indemnification agreement, the entitlement of a director or officer to indemnification shall be determined by a majority vote of a quorum of disinterested directors, or if such quorum either is not obtainable or so directs, by independent counsel or by our stockholders, as determined by such quorum of disinterested directors. Under certain circumstances, a party to the indemnification agreement will be conclusively presumed to have met the applicable statutory standard of conduct unless our board of directors, stockholders or independent legal counsel determines that the relevant standard has not been met. If a change of control of our company has occurred, the entitlement of such director or officer to indemnification shall be determined by independent counsel selected by such director or officer, unless such director or officer requests that either the board of directors or the stockholders make such determination.

Our Restated Certificate of Incorporation eliminates in certain circumstances the liability of directors of our company for monetary damages for breach of their fiduciary duty as directors. This provision does not eliminate the liability of a director (i) for breach of the director's duty of loyalty to our company or our stockholders, (ii) for acts or omissions by the director not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for willful or negligent declaration of an unlawful dividend, stock purchase or redemption or (iv) for transactions from which the director derived an improper personal benefit.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

LEGAL MATTERS

Eilenberg Krause & Paul LLP, New York, New York, has provided us with an opinion concerning legality of the securities being offered by this prospectus.

EXPERTS

The financial statements for the years ended December 31, 2006 and 2005 incorporated by reference in this prospectus have been audited by Eisner LLP, an independent registered public accounting firm, to the extent and for the periods indicated in their report thereon, which report included explanatory paragraphs concerning an uncertainty about our company's ability to continue as a going concern and the change in method of accounting for stock-based compensation. Such financial statements have been incorporated by reference in this prospectus and registration statement in reliance upon the report of Eisner LLP included in the annual report on Form 10-KSB, which is also incorporated by reference herein, and upon the authority of such firm as experts in auditing and accounting.

PART II

Item 14. Other Expenses of Issuance and Distribution

The expenses of the Registrant in connection with the distribution of the securities being registered hereunder are set forth below and will be borne by the Registrant. All expenses are estimated other than the SEC registration fee.

SEC registration fee	$	71.94
Accounting fees and expenses	$	5,000
Legal fees and expenses	$	5,000
Printing and related expenses	$	1,000
Miscellaneous	$	928.06
Total	$	12,000

Item 15. Indemnification of Directors and Officers

The Registrant's Restated Certificate of Incorporation eliminates in certain circumstances the liability of directors of the Registrant for monetary damages for breach of their fiduciary duty as directors. This provision does not eliminate the liability of a director (i) for breach of the director's duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions by the director not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for willful or negligent declaration of an unlawful dividend, stock purchase or redemption or (iv) for transactions from which the director derived an improper personal benefit. These provisions will not alter the liability of directors under federal securities laws. The Registrant may also purchase and maintain insurance for the benefit of any director or officer which may cover claims for which the Registrant could not indemnify such person.

Item 16. Exhibits.

4.1	Form of Investor Rights Agreement for the Placement. (Incorporated by reference to Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-QSB filed on August 14, 2007.)

4.2	Form of Broker Warrant issued to placement agent’s designee covering an aggregate of 210,000 shares. (Incorporated by reference to Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-QSB filed on August 14, 2007.)

5.1	Opinion of Eilenberg Krause & Paul LLP. (Included herewith.)

23.1	Consent of Eilenberg Krause & Paul LLP (Included in Exhibit 5.1.)
23.2	Consent of Eisner LLP. (Included herewith.)
24.1	Power of Attorney. (Included in Part II of the Registration Statement under the caption "Signatures".)

Item 17. Undertakings.

(a) The small business issuer 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;

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(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) do not apply if the information required to be included in a post-effective amendment by those paragraphs is incorporated by reference from periodic reports filed by the small business issuer pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 or is contained in a form of prospectus filed pursuant to Rule 424(b) that is deemed part of and included in 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 file a post-effective amendment to remove from registration any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the small business issuer undertakes that in a primary offering of securities of the small business issuer pursuant to this registration statement, regardless of the underwriting method used 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 small business issuer 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 small business issuer relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the small business issuer or used or referred to by the small business issuer;

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

(iv) Any other communication that is an offer in the offering made by the small business issuer to the purchaser.

(b) The small business issuer hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the small business issuer's annual report pursuant to 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 and Exchange Act of 1934) that is incorporated by reference in the Registration Statement 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer 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 small business issuer 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 Act and will be governed by the final adjudication of such issue.

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

(1) If the small business issuer is relying on Rule 430B:

(i) Each prospectus filed by the small business issuer 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

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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Iselin, New Jersey, on October 2, 2007.


	SYNTHEMED, INC.

	By:	/s/ Robert P. Hickey
		Robert P. Hickey, President, CEO and CFO

POWER OF ATTORNEY

The officers and directors of SyntheMed, Inc., whose signatures appear below, hereby constitute and appoint Robert P. Hickey their true and lawful attorney and agent, with power to act alone, to sign, execute and cause to be filed on behalf of the undersigned any amendment or amendments, including post-effective amendments, to this registration statement of SyntheMed, Inc. on Form S-3. Each of the undersigned does hereby ratify and confirm all that said attorney and agent shall 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/ Robert P. Hickey	President, Chief Executive Officer and	October 2, 2007
Robert P. Hickey	Chief Financial Officer and Director (principal executive, financial and accounting officer)

/s/ Richard L. Franklin, MD	Chairman of the Board and Director	October 2, 2007
Richard L. Franklin, MD

/s/ David GP Allan	Director	October 2, 2007
David GP Allan

/s/ Barry Frankel	Director	October 2, 2007
Barry Frankel

	Director	October 2, 2007
Joerg Gruber

	Director	October 2, 2007
Walter C. Maupay, Jr.

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Pathfinder Cell Therapy (PFND) Inactive S-3Shelf registration