424B5 1 v124834_424b5.htm

PROSPECTUS SUPPLEMENT	Filed pursuant to Rule 424(b)(5)
(To Prospectus dated March 26, 2008)	Registration Statement No. 333-147793

CYTOMEDIX, INC.

2,000,000 Shares of Common Stock and

Warrants to Purchase 1,000,000 Shares of Common Stock

We are offering up to 2,000,000 shares of our common stock and warrants to purchase up to 1,000,000 shares of common stock in this offering. The warrants will have an exercise price of $1.00 per share of common stock. Each purchaser of two shares of common stock sold in this offering will receive a warrant exercisable for one share of our common stock. We may also issue up to an additional 20 shares for the “rounding up” of the securities purchased in this offering. The shares of common stock and warrants will be issued separately but can only be purchased together in this offering.

Our common stock is listed on the American Stock Exchange under the symbol “GTF.” On August 22, 2008, the last reported sale price of our common stock on the American Stock Exchange was $0.75 per share.

This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy the shares offered hereby in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation.

Investing in our common stock involves a high degree of risk. See the section entitled “Risk Factors” on page S-2 of this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We are offering the shares of common stock and warrants to purchase common stock on a best efforts basis to one or more investors.

	Per Common Share and Warrant	Maximum Offering Amount
Public offering price	$0.75	$1,500,000

We estimate the total expenses of this offering will be approximately $80,000. Because there is no minimum offering amount required as a condition to closing in this offering, the actual offering amount and net proceeds to us, if any, in this offering are not presently determinable and may be substantially less than the total maximum offering amount set forth above.

The date of this prospectus supplement is August 22, 2008

About This Prospectus Supplement

This prospectus supplement and the accompanying base prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of common stock and warrants and also adds to, updates and changes information contained in the accompanying prospectus and the documents incorporated by reference. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. The second part is the accompanying prospectus, which gives more general information. To the extent the information contained in this prospectus supplement differs or varies from the information contained in the accompanying prospectus or any document incorporated by reference, the information in this prospectus supplement will control. If any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in the accompanying prospectus — the statement in the document having the later date modifies or supersedes the earlier statement.

You should rely only on the information contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with information that is different. This prospectus supplement is not an offer to sell or solicitation of an offer to buy these shares of common stock and warrants in any circumstances under which the offer or sale is unlawful. We are offering to sell, and seeking offers to buy, shares of our common stock and warrants to purchase common stock only in jurisdictions where offers and sales are permitted. The distribution of this prospectus and the offering of the common stock and warrants to purchase common stock in certain jurisdictions may be restricted by law. You should not assume that the information we have included in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date of this prospectus supplement or the accompanying prospectus or that any information we have incorporated by reference is accurate as of any date other than the date of the document incorporated by reference regardless of the time of delivery of this prospectus supplement or of any such shares of our common stock. Our financial condition, results of operations and business prospects may have changed since that date.

TABLE OF CONTENTS

Prospectus Supplement	Page

SUMMARY
THE OFFERING	S-1
RISK FACTORS	S-2
FORWARD-LOOKING STATEMENTS	S-3
USE OF PROCEEDS	S-3
DILUTION	S-3
PRICE RANGE OF COMMON STOCK	S-4
DIVIDEND POLICY	S-5
DESCRIPTION OF WARRANTS	S-5
PLAN OF DISTRIBUTION	S-5
LEGAL MATTERS	S-6
EXPERTS	S-6
WHERE YOU CAN FIND MORE INFORMATION	S-6
INCORPORATION OF DOCUMENTS BY REFERENCE	S-7

Prospectus	Page

SUMMARY	3
RISK FACTORS	5
FORWARD-LOOKING INFORMATION	11
RATIO OF EARNINGS TO FIXED CHARGES	12
USE OF PROCEEDS	13
SELLING SHAREHOLDERS	13
PLAN OF DISTRIBUTION	16
DESCRIPTION OF SECURITIES TO BE REGISTERED	18
LEGAL MATTERS	27
EXPERTS	27
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	28
WHERE YOU CAN FIND MORE INFORMATION	29
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR	29
SECURITIES ACT LIABILITIES

SUMMARY

The following is a summary of selected information contained elsewhere in this prospectus. It does not contain all of the information that you should consider before buying our securities. You should read this entire prospectus carefully, especially the section entitled “Risk Factors” and the financial statements and the notes to the financial statements incorporated by reference.

As used in this prospectus, “Cytomedix,” “Company,” “we,” “our,” “ours,” and “us” refer to Cytomedix, Inc., except where the context requires otherwise or as indicated.

The Company

Cytomedix is a biotechnology company that develops, sells, and licenses regenerative biological therapies, including the AutoloGel^TM System, a device for the production of platelet rich plasma (“PRP”) gel derived from the patient’s own blood. The AutoloGel^TM System is cleared by the Food and Drug Administration (“FDA”) for use on a variety of exuding wounds. We are currently pursuing a multi-faceted strategy to penetrate the chronic wound market with our AutoloGel^TM System. We are also moving forward with the development of other product candidates in our pipeline. Most notably is the CT-112 product, an anti-inflammatory peptide that has shown promise in pre-clinical testing, and for which we are currently preparing an Investigational New Drug (IND) application for the FDA.

Our corporate headquarters are located at 416 Hungerford Drive, Suite 330, Rockville, Maryland 20850. Our telephone number is (240) 499-2680 and our website is located at http://www.cytomedix.com. The information on our website is not a part of this prospectus.

THE OFFERING

Securities offered	2,000,000 shares of our common stock and associated warrants to purchase 1,000,000 shares of common stock at an exercise price of $1.00 per share. Each investor will receive a warrant to purchase one share of our common stock for every two shares of common stock purchased in the offering.
Common stock offered by us pursuant to this supplement	2,000,000 shares.
Common stock to be outstanding after this offering	33,943,193 shares.
Warrants	Warrants to purchase 1,000,000 shares of common stock will be offered in this offering. The warrants will be exercisable on or after August 29, 2008 and on or before August 29, 2012 at an exercise price of $1.00 per share of common stock.
Manner of offering	The sale of shares of the securities offered hereunder will be made pursuant to one or more Securities Purchase Agreements (with form Warrants attached thereto) between us and each of the selected investors. See “Plan of Distribution.”
Use of proceeds	We currently anticipate using the net proceeds from this offering for general corporate and working capital purposes. See “Use of Proceeds.”
Principal market; trading symbol	American Stock Exchange; GTF
Risk factors	See “Risk Factors” beginning on page S-2 of this prospectus supplement, and those risks described in “Item 1A - Risk Factors” of our Form 10-K for the year ended December 31, 2007 and Forms 10-Q for the quarters ended March 31, 2008 and June 30, 2008, respectively, which has been filed with the Securities and Exchange Commission and are incorporated herein by reference in their entirety, for a discussion of factors you should carefully consider before deciding to invest in shares of our common stock.

The number of shares of our common stock to be outstanding after this offering is based on 31,943,193 shares of common stock outstanding as of August 22, 2008 and excludes:

3,362,187 shares issuable upon the exercise of options issued pursuant to our current Long Term Incentive Plan;

4,385,433 shares issuable upon the exercise of outstanding warrants; and

58,706 shares issuable upon the conversion of outstanding preferred stock

S-1

RISK FACTORS

Investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, those risks described in “Item 1A - Risk Factors” of our Form 10-K for the year ended December 31, 2007 and of our Forms 10-Q for the quarters ended March 31, 2008 and June 30, 2008, which have been filed with the Securities and Exchange Commission and are incorporated herein by reference in their entirety, as well as other information in this prospectus supplement, the accompanying prospectus, in any other documents incorporated by reference before purchasing any of our securities. Each of the risks described in these sections and documents could adversely affect our business, financial condition, results of operations and prospects, and could result in a complete loss of your investment. This prospectus supplement, the accompanying prospectus and the incorporated documents also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned above.

Risks Related to this Offering

Our management will have broad discretion as to the use of the proceeds from this offering, and we may not use the proceeds effectively.

We have not designated the amount of net proceeds from this offering to be used for any particular purpose. Accordingly, our management will have broad discretion as to the application of the net proceeds from this offering and could use them for purposes other than those contemplated at the time of this offering. Our shareholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds. Moreover, our management may use the net proceeds for corporate purposes that may not increase our profitability or market value.

You will experience immediate dilution in the book value per share of the common stock you purchase.

Because the price per share of our common stock being offered is substantially higher than the book value per share of our common stock, you will suffer substantial dilution in the net tangible book value of the common stock you purchase in this offering. Based on the public offering price of $0.75 per share, if you purchase shares of common stock in this offering, you will suffer dilution of $0.61 per share in the net tangible book value of the common stock. See the section entitled “Dilution” below for a more detailed discussion of the dilution you will incur if you purchase common stock in this offering.

A large number of shares may be sold in the market following this offering, which may depress the market price of our common stock.

A large number of shares may be sold in the market following this offering, which may depress the market price of our common stock. Sales of a substantial number of shares of our common stock in the public market following this offering could cause the market price of our common stock to decline. If there are more shares of common stock offered for sale than buyers are willing to purchase, then the market price of our common stock may decline to a market price at which buyers are willing to purchase the offered shares of common stock and sellers remain willing to sell the shares. All of the shares sold in the offering, including the shares underlying the warrants, will be freely tradeable without restriction or further registration under the Securities Act of 1933, as amended.

Our publicly filed reports are subject to review by the SEC, and any significant changes or amendments required as a result of any such review may result in material liability to us and may have a material adverse impact on the trading price of our common stock.

The reports of publicly traded companies are subject to review by the SEC from time to time for the purpose of assisting companies in complying with applicable disclosure requirements, and the SEC is required to undertake a comprehensive review of a company’s reports at least once every three years under the Sarbanes-Oxley Act of 2002. SEC reviews may be initiated at any time. We could be required to modify, amend or reformulate information contained in prior filings as a result of an SEC review. Any modification, amendment or reformulation of information contained in such reports could be significant and result in material liability to us and have a material adverse impact on the trading price of our common stock.

S-2

An effective registration statement may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise his, her or its warrants and causing such warrants to be practically worthless.

No warrant held by investors will be exercisable and we will not be obligated to issue shares of common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the common stock issuable upon exercise of the warrant is current. We cannot assure you that we will be able to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants, and if we do not maintain a current prospectus related to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and we will not be required to settle any such warrant exercise. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current, the warrants may have no value, the market for such warrants may be limited and such warrants may expire worthless. Even if the prospectus relating to the common stock issuable upon exercise of the warrants is not current, the warrants issued may be exercisable for unregistered shares of common stock.

FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference into this prospectus are or include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and are subject to the safe harbor created by the Securities Litigation Reform Act of 1995, as well as information relating to Cytomedix, Inc. that is based on management’s exercise of business judgment and assumptions made by and information currently available to management. Although such forward-looking statements reflect the good faith judgment of management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. When used in this document and other documents, releases and reports released by us, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “the facts suggest” and words of similar import, are intended to identify any forward-looking statements. You should not place undue reliance on these forward-looking statements. These statements reflect our current view of future events and are subject to certain risks and uncertainties as noted below. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these forward-looking statements. Actual events, transactions and results may materially differ from the anticipated events, transactions or results described in such statements. Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that the expectations will materialize. Many factors could cause actual results to differ materially from these forward looking statements. Other unknown, unidentified or unpredictable factors could materially and adversely impact future results. We undertake no obligation and do not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of any unanticipated events.

If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. You should consider these factors and the other cautionary statements made in this prospectus or the documents we incorporate by reference as being applicable to all related forward-looking statements wherever they appear in this prospectus or the documents incorporated by reference.

USE OF PROCEEDS

We estimate that our net proceeds from the sale of our common stock and warrants offered pursuant to this prospectus will be approximately $1.4 million (assuming no exercise of the warrants offered hereunder), after deducting all estimated offering expenses that are payable by us. We intend to use the net proceeds from the sale of our securities offered in this offering for general corporate purposes and working capital. We have not determined the amounts we plan to spend for each of these purposes. Our management will retain broad discretion as to the allocation of the net proceeds from this offering. Pending such use, we intend to invest the net proceeds in short-term, investment-grade, interest-bearing securities.

DILUTION

If you invest in our common stock, your interest will be diluted by an amount equal to the difference between the public offering price and the net tangible book value per share of common stock after this offering. We calculate net tangible book value per share by dividing our net tangible book value (total assets less intangible assets and total liabilities) by the number of outstanding shares of common stock.

S-3

Our net tangible book value at June 30, 2008 was $3,187,000, or $0.10 per share of common stock. After giving effect to the sale of 2,000,000 shares of common stock and warrants to purchase 1,000,000 shares of common stock in this offering at the price of $0.75 per share, and our receipt of the net proceeds from the sale of those shares (excluding any proceeds received upon exercise of warrants), our adjusted net tangible book value at June 30, 2008 would have been $4,607,000 or $0.14 per share. This represents an immediate increase in pro forma net tangible book value of $0.04 per share to existing shareholders and an immediate and substantial dilution of $0.61 per share to new investors. The following table illustrates this per share dilution:

Public offering price per unit	$	0.75
Net tangible book value per share at June 30, 2008	$	0.10
Increase in net tangible book value per share attributable to offering	$	0.04
Pro-forma net tangible book value per share as of June 30, 2008 (after giving effect to the offering)	$	0.14
Dilution per share to new investors in the offering	$	0.61

These calculations exclude:

Up to 1,000,000 shares of common stock issuable upon exercise of the warrants, with an exercise price of $1.00 per share, which are being offered by this prospectus supplement;

Approximately 3,344,687 shares of common stock issuable upon exercise of stock options outstanding under our Long-Term Incentive Plan as of June 30, 2008, of which approximately 2,917,856 are currently exercisable at an average price of $1.88;

Approximately 1,159,113 shares of common stock available for future grants under our Long-Term Incentive Plan;

Approximately 4,385,433 shares of common stock issuable upon exercise of warrants outstanding as of June 30, 2008, all of which are exercisable at prices ranging from $1.00 to $6.00;

Approximately 58,706 shares of common stock issuable upon the conversion of convertible preferred shares outstanding as of June 30, 2008.

PRICE RANGE OF COMMON STOCK

Our common stock is traded on the American Stock Exchange under the symbol “GTF”. As of August 22, 2008, there were approximately 655 shareholders of record of our common stock. The table below sets forth the range of high and low sale prices for each fiscal quarter during 2006 and 2007 and through August 22, 2008, as reported by the American Stock Exchange.

	High	Low
Year Ended December 31, 2006
First Quarter	$ 3.00	$ 2.10
Second Quarter	$ 3.30	$ 2.20
Third Quarter	$ 3.35	$ 2.52
Fourth Quarter	$ 2.81	$ 0.91
Year Ended December 31, 2007
First Quarter	$ 1.98	$ 1.01
Second Quarter	$ 1.32	$ 0.66
Third Quarter	$ 3.95	$ 0.57
Fourth Quarter	$ 5.25	$ 0.60
Year Ended December 31, 2008
First Quarter	$ 2.04	$ 0.58
Second Quarter	$ 1.09	$ 0.60
Third Quarter (through August 22)	$ 0.90	$ 0.60

S-4

DIVIDEND POLICY

We have not paid any dividends since our inception and presently anticipate that all earnings, if any, will be retained for development of our business and that no dividends on our common stock will be declared in the foreseeable future. Any future dividends will be subject to the discretion of our Board of Directors and will depend upon, among other things, future earnings, the operating and financial condition of our company, our capital requirements and general business conditions.

DESCRIPTION OF WARRANTS

The following summary of certain terms and provisions of the warrants is qualified in its entirety by reference to the detailed provisions of the warrants, the form of which will be filed as an exhibit to a current report on Form 8-K that will be incorporated herein by reference.

Each warrant represents the right to purchase one share of common stock at an exercise price of $1.00 per share. Each warrant may be exercised any time after issuance and before the fourth anniversary of its date of issuance.

Exercisability. Holders may exercise warrants from and after August 29, 2008 and at any time up to 11:59 p.m. New York Time on August 29, 2012. The warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise. Unless otherwise specified in the warrant, except upon at least 61 days’ prior notice from the holder to us, the holder will not have the right to exercise any portion of the warrant if the holder would beneficially own in excess of 9.9% of the number of shares of our common stock (including securities convertible into common stock) outstanding immediately after the exercise.

The shares of common stock issuable on exercise of the warrants will be, when issued in accordance with the warrants, duly and validly authorized, issued and fully paid and non-assessable. We will authorize and reserve at least that number of shares of common stock equal to the number of shares of common stock issuable upon exercise of all outstanding warrants.

Exercise Price; Adjustments. The exercise price per share of common stock purchasable upon exercise of the warrants is $1.00 per share of common stock being purchased. The exercise price and the number of shares issuable upon exercise of the warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications or similar events affecting our common stock, and also upon any distributions of assets, including cash, stock or other property to our stockholders.

Transferability. The warrants may be transferred at the option of the warrant holder upon surrender of the warrants with the appropriate instruments of transfer. Holders of the warrants are not deemed a stockholder of Cytomedix, and as such, will not be entitled to all rights and priviliges available to our common stockholders, including, without limitation, voting, dividend or any other rights.

Fundamental Transactions and Change of Control. If we consummate any fundamental transaction, as described in the warrants and generally including any consolidation or merger into another corporation, the consummation of a transaction whereby another entity acquires more than 50% of our outstanding common stock, or sell all or substantially all of our assets, or other transaction in which our common stock is converted into or exchanged for other securities or other consideration, the holder of any warrants will thereafter receive upon exercise of the warrants, the securities or other consideration to which a holder of the number of shares of common stock then deliverable upon the exercise or conversion of such warrants would have been entitled upon such consolidation or merger or other transaction. A sale of all or substantially all our assets for consideration consisting primarily of securities shall be deemed a consolidation or merger.

Additional Provisions. We are not required to issue fractional shares upon the exercise of the warrants, but rather the number of shares of common stock to be issued shall be rounded up to the nearest whole number. No holders of the warrants will possess any rights as a shareholder under those warrants until the holder exercises those warrants. The warrants may be transferred independent of the common stock they were issued with, on a form of assignment, subject to all applicable laws.

S-5

PLAN OF DISTRIBUTION

We are selling 2,000,000 shares of our common stock and warrants to purchase 1,000,000 shares of common stock under this prospectus supplement directly to investors at a price of $0.75 per share. We have entered or will enter into Securities Purchase Agreements, dated as of August 22, 2008, with certain investors relating to the sale of the securities offered under this prospectus supplement. The shares of common stock sold in this offering will be listed on the American Stock Exchange. We anticipate that our officers and/or directors may also participate in this offering on the same terms and provisions as public investors.

There is no minimum offering amount required as a condition to closing in this offering. Accordingly, we may sell substantially fewer than 2,000,000 shares and warrants to purchase 1,000,000 shares of common stock, in which case our net proceeds would be substantially reduced.

The closing of the sale of such securities under this prospectus supplement will take place as soon as practicable upon completion of the closing conditions set forth in the securities purchase agreements. Confirmations and this prospectus will be distributed to all investors who agree to purchase the common stock and warrants, informing investors of the closing date as to these securities. Investors will also be informed of the date and manner in which they must transmit the purchase price for their common stock and warrants.

On the closing date for this Offering, the following will occur:

we will receive funds in the amount of the aggregate purchase price for the common stock and warrants we sell; and

we will deliver common stock and warrants being sold in this offering in accordance with delivery instructions from each investor in this offering.

The estimated offering expenses payable by us are approximately $80,000, which includes legal, accounting and printing costs and various other customary expenses in connection with this offering. After deducting our estimated offering expenses, we expect the net proceeds from this offering to be approximately $1.4 million assuming the maximum offering amount.

The transfer agnet for our common stock is StockTrans, Inc. located at 44 West Lancaster Avenue, Ardmore, PA 19003.

LEGAL MATTERS

Cozen O’Connor, Washington, DC will pass for us upon the validity of the common stock and warrants offered by this prospectus.

EXPERTS

The financial statements as of December 31, 2007 and for the year ended December 31, 2007 incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2007 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The financial statements of Cytomedix, Inc. as of December 31, 2006, and for each of the years in the two year period ending December 31, 2006, have been incorporated by reference herein in reliance upon the report of L J Soldinger Associates, LLC, independent registered public accountants, given their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current event reports, along with proxy statements and other information, with the SEC. You may read and copy all reports and other materials filed with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at1-800-SEC-0330. The SEC also maintains a website where you can view and print all reports, proxy and information statements, and other information filed with the SEC. The address of this website is www.sec.gov.

S-6

We make available, free of charge, through our investor relations website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, statements of changes in beneficial ownership of securities, and amendments to those reports and statements as soon as reasonably practicable after they are filed with the SEC. The address for our website is http://www.cytomedix.com. The contents of our website are not part of this prospectus, and the reference to our website does not constitute incorporation by reference into this prospectus of the information contained at that site.

This prospectus supplement is part of the registration statement and does not contain all of the information included in the registration statement. Whenever a reference is made in this prospectus supplement to any of our contracts or other documents, the reference may not be complete and, for a copy of the contract or document, you should refer to the exhibits that are a part of the registration statement.

INCORPORATION OF DOCUMENTS BY REFERENCE

The Securities and Exchange Commission allows us to “incorporate by reference” into this prospectus the information we file with it, which means that we can disclose important information to you by referring you to those documents. Later information filed with the Securities and Exchange Commission will update and supersede this information.

We incorporate by reference the documents listed below, all filings filed by us pursuant to the Exchange Act after the date of the initial registration statement of which this prospectus forms a part prior to effectiveness of such registration statement, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the time that all securities covered by this prospectus supplement have been sold:

Our Annual Report on Form 10-K for the year ended December 31, 2007.

Our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2008 and for the quarter ended June 30, 2008.

Our Current Reports on Form 8-K dated January 25, 2008, March 14, 2008, June 5, 2008, July 16, 2008 and August 26, 2008.

The description of our common stock contained in our registration statement on Form 8-A/A filed with the SEC on May 31, 2005 and any amendment or report filed for the purpose of updating that description.

An updated description of our capital stock is included in the prospectus under “Description of Capital Stock.”

As stated above, all future filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 (other than information that is furnished but deemed by the rules of the SEC not to have been filed) are deemed to be incorporated by reference into this prospectus.

Upon written or oral request from any person, including any beneficial owner, to whom this prospectus is delivered, we will provide, at no cost to such person, a copy of any or all of the information that has been incorporated by reference into this prospectus. Such requests should be submitted to:

Cytomedix, Inc.

Attn: Chief Financial Officer

416 Hungerford Drive, Suite 330

Rockville, Maryland 20850

Tel: (240) 499-2680

S-7

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 MARCH 26, 2008

$50,000,000

Securities Warrants

Units

2,776,033 SHARES OF COMMON STOCK

This prospectus covers the following:

A. Our offering of up to $50,000,000 of securities described in this prospectus, either individually or in units, in one or more offerings in amounts, at prices and on the terms that we will determine at the time of offering. We may also offer common stock or preferred stock upon conversion of debt securities, common stock upon conversion of preferred stock, or common stock, preferred stock, or debt securities upon the exercise of warrants. We may sell these securities to or through one or more underwriters, broker-dealers or agents or directly to purchasers on a continuous or delayed basis. Each time we sell any of these securities offered, we will provide one or more prospectus supplements containing specific information about the terms of that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest.

B. The offering by the selling shareholders listed on page 15 of up to 2,776,033 shares of common stock, of which 1,300,000 shares are shares of common stock that are issuable as of March 25, 2008, and 1,476,033 shares are shares of common stock that as of March 25, 2008, are issuable to certain selling shareholders upon exercise of outstanding warrants. The selling shareholders will act independently in determining the timing, manner, and size of each sale. The selling shareholders may also sell the common stock under Rule 144. We will not receive any of the proceeds from the sale of the common stock being offered by the selling shareholders. We may receive proceeds from the selling shareholders' exercise of warrants, but our issuance of common stock to the selling shareholders is not covered by this prospectus. Such proceeds, if any, will be used for working capital and other corporate purposes.

Our common stock is currently listed on the American Stock Exchange under the symbol “GTF.” On March 24, 2008, the closing sale price of our common stock was $0.98.

AN INVESTMENT IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CONSIDER THE RISK FACTORS BEGINNING ON PAGE 5 BEFORE PURCHASING SHARES OF OUR COMMON STOCK.

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 March 26, 2008.

TABLE OF CONTENTS

	Page
SUMMARY		3

RISK FACTORS		5

We Have Limited Sources of Working Capital		5

We Have a History of Losses		5

We Have a Short Operating History and Limited Operating Experience		5

Our Intellectual Property Assets Are Critical to Our Success		6

The AutoloGel™ System and Components Are Subject to Governmental Regulation		6

Clinical Trials May Fail to Demonstrate the Safety or Efficacy of Our Product Candidates		7

A Disruption in Healthcare Provider Networks Could Have an Adverse Effect on Operations and Profitability		8

CMS's Non-Coverage of AutoloGel™ Could Greatly Restrict Our Sales		8

Royalty Revenues are Unpredictable		8

The Success of the AutoloGel™ System is Dependent on Acceptance by the Medical Community		8

We May Be Unable to Attract and Retain Key Personnel		9

Legislative and Administrative Action May Have an Adverse Effect on Our Company		9

We Could Be Affected by Malpractice Claims		9

AutoloGel™ Has Existing Competition in the Marketplace		10

Risk from Economic Downturns and Changes		10

Risks Related to Our Common Stock		10

We May Issue Additional Equity Securities Which May Materially and Adversely Affect the Price of Our Common Stock		11

There is a Limited Public Trading Market for Our Common Stock		11

We are Subject to Anti-Takeover Provisions and Laws		11

FORWARD-LOOKING INFORMATION		11

RATIO OF EARNINGS TO FIXED CHARGES		12

USE OF PROCEEDS		13

SELLING SHAREHOLDERS		13

PLAN OF DISTRIBUTION		16

DESCRIPTION OF SECURITIES TO BE REGISTERED		18

LEGAL MATTERS		27

EXPERTS		27

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		28

WHERE YOU CAN FIND MORE INFORMATION		29

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		29

SUMMARY

This summary provides an overview of selected information and does not contain all the information you should consider before investing in our securities. To fully understand this offering and its consequences to you, you should read this entire prospectus carefully, including the “Risk Factors” section beginning on page 5 and the documents that we incorporate by reference into this prospectus, before making an investment decision.

As used in this prospectus, “Cytomedix,” “Company,” “we,” “our,” “ours,” and “us” refer to Cytomedix, Inc., except where the context requires otherwise or as indicated.

Cytomedix is a biotechnology company that develops and licenses autologous cellular therapies (therapies using the patient’s own body products), including our proprietary AutoloGel^™System, to produce a platelet-rich plasma gel, AutoloGel™. AutoloGel™ has been used by physicians in their practice of medicine for the treatment of wounds. To create AutoloGel™, the patient’s own platelets and plasma are separated through centrifugation and combined with several reagents. This process releases multiple growth factors from the platelets, creates a fibrin matrix scaffold, and forms a gel that is topically applied to a wound. Upon application, we believe that AutoloGel™ initiates a reaction that closely mimics the body’s natural healing process.

On September 20, 2007, we announced that the FDA has granted marketing clearance for the AutoloGel™ System. The indications for use are as follows: “Under the supervision of a healthcare professional, the platelet-rich plasma gel produced by the AutoloGel™ System is suitable for exuding wounds, such as leg ulcers, pressure ulcers, diabetic ulcers and for the management of mechanically or surgically-debrided wounds.” We may now market our AutoloGel™ System in accordance with these indications. As part of the clearance, we have agreed to a post-market surveillance study to monitor the safety of bovine thrombin used in the AutoloGel™ System.

In June 2007, at our request, the Centers for Medicare and Medicaid Services (‘‘CMS’’) officially opened an National Coverage Analysis (‘‘NCA’’) to reconsider a previous non-coverage decision rendered in 1992 and amended in 2003 which is applicable to AutoloGel™. In March 2008, CMS completed this NCA and reaffirmed its non-coverage decision, citing inadequate evidence. We are disappointed with this decision, noting several studies completed subsequent to the 2003 decision that utilized some of the most rigorous scientific methods recognized by CMS.

We will continue to pursue our other business strategies such as seeking collaboration, licensing agreements, and other commercialization possibilities with other companies for our technologies and patents related to AutoloGel™ as well as other patents in our portfolio.

Our corporate headquarters are located at 416 Hungerford Drive, Suite 330, Rockville, Maryland 20850. Our telephone number is (240) 499-2680 and our website is located at www.cytomedix.com. The information on our website is not a part of this prospectus.

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (SEC) using a “shelf” registration process on Form S-3. This prospectus covers the resale of 2,776,033 shares of our common stock issuable to certain selling shareholders identified on page 15 of this prospectus. The selling shareholders acquired these shares, or will acquire these shares, in transactions exempt from the registration requirements of the Securities Act of 1993 (Securities Act). The selling shareholders may sell the shares in transactions (including block transactions) at prevailing market prices, at prices related to the prevailing market prices, or at privately negotiated prices. The selling shareholders will determine when and how they will sell the common stock. We will not receive any of the proceeds from the sale of the common stock offered by the selling shareholders. We may receive proceeds from the selling shareholders' exercise of warrants, but our issuance of common stock to the selling shareholders is not covered by this prospectus. Such proceeds, if any, will be used for working capital and other corporate purposes.

This prospectus also covers the potential offering and sale, by us, of our common stock, preferred stock, debt securities, securities warrants, and units consisting of any combination of these securities. Such offerings and sales may occur from time to time following the effectiveness of the registration statement of which this prospectus is a part. This prospectus provides you with a general description of these securities. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering of securities. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement together with the additional information described under the heading “Where You Can Find More Information” before you invest.

The registration statement that contains this prospectus (including the exhibits to the registration statement) contains additional information about us and the securities offered under this prospectus. That registration statement can be read at the SEC web site (www.sec.gov) or at the SEC offices mentioned under the heading “Where You Can Find More Information.”

You should rely only on the information contained in, or incorporated by reference into, this prospectus. We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus. Offers to sell, and solicitation of offers to buy, shares of our common stock pursuant to this prospectus are only being made in jurisdictions where such offers and solicitations are permitted. The information contained, or incorporated by reference into, this prospectus is accurate only as of the respective dates thereof, regardless of the time of delivery of this prospectus or any sale of the common stock. It is important for you to read and consider all the information contained in this prospectus, including the documents incorporated herein by reference, in making your investment decision. In particular, you should read and consider the information in the documents we have referred you to in “Incorporation of Certain Information by Reference” and “Where You Can Find More Information” below.

RISK FACTORS

The securities offered under this prospectus are highly speculative and involve high risk. You should purchase them only if you can afford to lose your entire investment. Prior to investing in us, a prospective investor should consider carefully the following risk factors which may affect our business and financial condition. Our business and results of operations could be seriously harmed by the following risks, which may cause actual results to differ materially from those expressed or implied by any forward-looking statement included in this prospectus. The risks described below are not to be deemed an exhaustive list of all potential risks.

We Have Limited Sources of Working Capital

Because we were in bankruptcy in 2002 and due to the rights of some of our preferred shareholders, we may not be able to obtain debt financing. All working capital required to implement our business plan will be provided by funds obtained through offerings of our equity securities, and revenues generated by us. No assurance can be given that we will have revenues sufficient to support and sustain our operations. If we do not have sufficient working capital and are unable to generate revenues or raise additional funds, we may delay the completion of or significantly reduce the scope of our current business plan; delay some of our development and clinical or marketing testing, our plans to pursue Medicare and/or commercial insurance reimbursement for our wound treatment technologies; or postpone the hiring of new personnel; or, under certain dire financial circumstances, cease our operations.

We Have a History of Losses

We have a history of losses, are not currently profitable, and expect to incur substantial losses and negative operating cash flows for the foreseeable future. We may never achieve or maintain profitability. We will need to generate significant revenues to achieve and maintain profitability. We cannot assure that we will be able to generate these revenues, and we may never achieve profitability. We expect our expenses will increase for the foreseeable future as we seek to expand our operations, implement internal systems and infrastructure and hire additional personnel. These ongoing financial losses may adversely affect our stock price.

We Have a Short Operating History and Limited Operating Experience

We must be evaluated in light of the uncertainties and complexities affecting an early stage biotechnology company. We have only recently implemented our current business plan. Thus, we have a very limited operating history. Continued operating losses, together with the risks associated with our ability to gain new customers for our product offerings may have a material adverse effect on our liquidity. We may also be forced to respond to unforeseen difficulties, such as decreasing demand for our products and services, regulatory requirements and unanticipated market pressures. Since emerging from bankruptcy and continuing through today, we are developing a business model that includes protecting our patent position, addressing our third-party reimbursement issues, and developing a sales and marketing program. There can be no assurance that our business model in its current form can accomplish our stated goals.

Our Intellectual Property Assets Are Critical to Our Success

We regard our patents, trademarks, trade secrets, and other intellectual property assets as critical to our success. We rely on a combination of patents, trademarks, and trade secret and copyright laws, as well as confidentiality procedures, contractual provisions, and other similar measures, to establish and protect our intellectual property. We attempt to prevent disclosure of our trade secrets by restricting access to sensitive information and requiring employees, consultants, and other persons with access to our sensitive information to sign confidentiality agreements. Despite these efforts, we may not be able to prevent misappropriation of our technology or deter others from developing similar technology in the future. Furthermore, policing the unauthorized use of our intellectual property assets is difficult and expensive. Litigation has been necessary in the past and may likely be necessary in the future in order to protect our intellectual property assets. Litigation could result in substantial costs and diversion of resources. We cannot assure that we will be successful in any litigation matter relating to our intellectual property assets. Continuing litigation or other challenges could result in one or more of our patents being declared invalid. In such a case, any royalty revenues from the affected patents would be adversely affected although we may still be able to continue to develop and market our products. Furthermore, the unauthorized use of our patented technology by otherwise potential customers in our target market may significantly undermine our ability to generate sales. Our patent covering the specific gel formulation that is applied as part of the AutoloGel™ System (the ‘‘Worden Patent’’) expires no earlier than February 2019. Our U.S. Knighton Patent (which is the subject of license agreements between us and Medtronic, Inc., DePuy Spine, Inc., Biomet Biologics, Inc., COBE Cardiovascular, Inc., and Harvest Technologies Corporation, among others) expires in November 2009. There is no assurance that we will obtain a significantly increased share of the wound care market prior to the expiration of the U.S. Knighton Patent in 2009, after which we may be more vulnerable to competitive factors because third parties will not then need a license from us to perform the methods claimed in the Knighton Patent.

The AutoloGel™ System and Components Are Subject to Governmental Regulation

Our success is also impacted by factors outside of our control. Our current technology and products may be subject to extensive regulation by numerous governmental authorities in the United States, both federal and state, and in foreign countries by various regulatory agencies. Specifically, our devices are subject to regulation by the FDA and state regulatory agencies. The FDA regulates drugs, medical devices and biologics that move in interstate commerce and requires that such products receive clearance or pre-marketing approval based on evidence of safety and efficacy. The regulations of government health ministries in foreign countries are analogous to those of the FDA in both application and scope. In addition, any change in current regulatory interpretations by, or positions of, state regulatory officials where the AutoloGel™ System is used could materially and adversely affect our ability to sell products in those states. The FDA will require us to obtain clearance or approval of new devices when used for treating specific wounds or marketed with specific wound healing claims. We believe that the AutoloGel™ System and all of our products are legally marketed. The FDA has cleared us to market the AutoloGel™ System, including the Wound Dressing Kit and Centrifuge II, for use in exuding wounds such as leg ulcers, pressure ulcers, and diabetic ulcers, and the management of mechanically and surgically-debrided wounds. As we expand and offer additional products in the United States and in foreign countries, clearance or approval from the FDA and comparable foreign regulatory authorities prior to introduction of any such products into the market may be required. We have no assurance that we will be able to obtain all necessary approvals from the FDA or comparable regulatory authorities in foreign countries for these products. Failure to obtain the required approvals would have a material adverse impact on our business and financial condition. Compliance with FDA and other governmental requirements imposes significant costs and expenses. Further, our failure to comply with these requirements could result in sanctions, limitations on promotional or other business activities, or other adverse effects on our business. Further, recent efforts to control healthcare costs could negatively affect demand for our products and services.

Clinical Trials May Fail to Demonstrate the Safety or Efficacy of Our Product Candidates

Our product candidates are subject to the risks of failure inherent in the development of biotherapeutic products. The results of early-stage clinical trials do not necessarily predict the results of later-stage clinical trials. Product candidates in later-stage clinical trials may fail to demonstrate desired safety and efficacy traits despite having successfully progressed through initial clinical testing. Even if we believe the data collected from clinical trials of our product candidates is promising, this data may not be sufficient to support approval by the U.S. or foreign regulatory agencies. Pre-clinical and clinical data can be interpreted in different ways. Accordingly, the regulatory officials could reach different conclusions in assessing such data, which could delay, limit or prevent regulatory approval. In addition, the U.S. regulatory authorities or we may suspend or terminate clinical trials at any time. Any failure or delay in completing clinical trials for product candidates, or in receiving regulatory approval for the sale of any product candidates, has the potential to materially harm our business, and may prevent us from raising necessary, additional financing that may be needed in the future.

A Disruption in Healthcare Provider Networks Could Have an Adverse Effect on Operations and Profitability

Our operations and future profitability are dependent, in large part, upon the ability to contract with healthcare providers on favorable terms. In any particular service area, healthcare providers could refuse to contract with us or take other actions that could result in higher healthcare costs, or create difficulties in meeting our regulatory requirements. In some service areas, certain healthcare providers may have a significant market presence. If healthcare providers refuse to contract with us, use their market position to negotiate unfavorable contracts or place us at a competitive disadvantage, our ability to market services or to be profitable in those service areas could be adversely affected. Provider networks could also be disrupted by the financial insolvency of a large healthcare provider group. Any disruption in provider networks could adversely impact our ability to generate revenues or profits.

CMS’s Non-Coverage of AutoloGel™ Could Greatly Restrict Our Sales

The AutoloGel™ System is marketed to healthcare providers. Some of these providers, in turn, seek reimbursement from third-party payers such as Medicare, Medicaid, and other private insurers. Many foreign countries also have comprehensive government managed healthcare programs that provide reimbursement for healthcare products. Under such healthcare systems, reimbursement is often a determining factor in predicting a product’s success, with some physicians and patients strongly favoring only those products for which they will be reimbursed. With CMS’s national non-coverage decision, the market for the AutoloGel™ System could be greatly restricted and it may be difficult, if not impossible, to sell AutoloGel™ in most care settings. This would hamper our ability to grow our revenues and could reduce the likelihood that we will ever achieve sustainable profitability.

Royalty Revenues Are Unpredictable

While we currently have several primary licensing agreements that are expected to generate on-going royalty revenues, we cannot currently reasonably predict the magnitude of those revenues. Royalty streams from these agreements are entirely dependent on the sales of our licensees and are therefore outside of our control. Past levels of royalty revenues from these agreements are not necessarily an indication of future activity.

The Success of the AutoloGel™ System Is Dependent on Acceptance by the Medical Community

The commercial success of our products and processes will depend upon the medical community and patients accepting the therapies as safe and effective. If the medical community and patients do not ultimately accept the therapies as safe and effective, our ability to sell the products and processes will be materially and adversely affected. While acceptance by the medical community may be fostered by broad evaluation via peer-reviewed literature, we may not have the resources to facilitate sufficient publication.

We May Be Unable to Attract and Retain Key Personnel

Our future success depends on the ability to attract, retain and motivate highly skilled management, including sales representatives. We have retained a team of highly qualified officers and consultants, but we cannot provide assurance that we will be able to successfully retain all of them, or be successful in recruiting additional personnel as needed. Our inability to do so will materially and adversely affect the business prospects, operating results and financial condition. Our ability to maintain and provide additional services to our existing customers depends upon our ability to hire and retain business development and scientific and technical personnel with the skills necessary to keep pace with continuing changes in cellular therapy technologies. Competition for such personnel is intense; we compete with pharmaceutical, biotechnology and healthcare companies. Our inability to hire additional qualified personnel may lead to higher recruiting, relocation and compensation costs for such personnel. These increased costs may reduce our profit margins or make hiring new personnel impractical.

Legislative and Administrative Action May Have an Adverse Effect on Our Company

Political, economic and regulatory influences may subject the health care industry in the United States to fundamental change. We cannot predict what other legislation relating to our business or to the health care industry may be enacted, including legislation relating to third-party reimbursement, or what effect such legislation may have on our business, prospects, operating results and financial condition. We expect federal and state legislators to continue to review and assess alternative health care delivery and payment systems and possibly adopt legislation affecting fundamental changes in the health care delivery system. Such laws may contain provisions that may change the operating environment for our targeted customers including hospitals and managed care organizations. Health care industry participants may react to such legislation by curtailing or deferring expenditures and initiatives, including those relating to our products. Future legislation could result in modifications to the existing public and private health care insurance systems that would have a material adverse effect on the reimbursement policies discussed above.

We Could Be Affected by Malpractice Claims

Providing medical care entails an inherent risk of professional malpractice and other claims. We do not control or direct the practice of medicine by physicians or health care providers who use the products and do not assume responsibility for compliance with regulatory and other requirements directly applicable to physicians. We cannot assure that claims, suits or complaints relating to the use of the AutoloGel™ System and treatment administered by physicians will not be asserted against us in the future. The production, marketing and sale, and use of the AutoloGel™ System entail risks that product liability claims will be asserted against us. These risks cannot be eliminated, and we could be held liable for any damages that result from adverse reactions or infectious disease transmission. Such liability could materially and adversely affect our business, prospects, operating results and financial condition. We currently maintain professional and product liability insurance coverage, but we cannot give assurance that the coverage limits of this insurance would be adequate to protect against all potential claims. We cannot assure that we will be able to obtain or maintain professional and product liability insurance in the future on acceptable terms or with adequate coverage against potential liabilities.

AutoloGel™ Has Existing Competition in the Marketplace

In the market for biotechnology products, we face competition from pharmaceutical companies, biopharmaceutical companies, medical device companies, and other competitors. Other companies have developed or are developing products that may be in direct competition with the AutoloGel™ System. Biotechnology development projects are characterized by intense competition. Thus, we cannot assure any investor that we will be the first to the market with any newly developed products or that we will successfully be able to market these products. If we are not able to participate and compete in the cellular therapy market, our financial condition will be materially and adversely affected. We cannot assure that we will be able to compete effectively against such companies in the future. Many of these companies have substantially greater capital resources, larger marketing staffs and more experience in commercializing products. Recently developed technologies, or technologies that may be developed in the future, may be the basis for developments that will compete with our products.

Risk from Economic Downturns and Changes

Economic downturns or other adverse economic changes (local, regional, or national) can hurt our financial performance in the form of lower interest earned on investments and/or could result in losses of portions of principal in our investment portfolio. While our investment policy requires us to invest only in short-term, low risk investments, there is no assurance that principal will not be eroded as a significant portion of these investments is in excess of federally mandated insurance.

Risks Related to Our Common Stock

The average daily trading volume in our Common stock is relatively low. As long as this condition continues, it could be difficult or impossible to sell a significant number of shares of Common stock at any particular time at the market prices prevailing immediately before such shares are offered. In addition, sales of substantial amounts of Common stock could lower the prevailing market price of our Common stock. This would limit or perhaps prevent our ability to raise capital through the sale of securities. Additionally, we have significant numbers of outstanding warrants and options that, if exercised and sold, could put additional downward pressure on the Common stock price.

We May Issue Additional Equity Securities Which May Materially and Adversely Affect the Price of Our Common Stock

Sales of substantial amounts of shares of our Common stock in the public market, or the perception that those sales may occur, could cause the market price of our Common stock to decline. We have used, and will likely continue to use, our Common stock or securities convertible into or exchangeable for Common stock to fund working capital needs or to acquire technology, product rights or businesses, or for other purposes. If additional equity securities are issued, particularly during times when our Common stock is trading at relatively low price levels, the price of our Common stock may be materially and adversely affected.

There Is a Limited Public Trading Market for Our Common Stock

There is a limited public trading market for our Common stock. Without an active trading market, there can be no assurance of any liquidity or resale value of Common stock, and stockholders may be required to hold shares of our Common stock for an indefinite period of time. In addition, in recent years, the stock market in general, and the market for life sciences companies in particular, have experienced significant price and volume fluctuations. This volatility has affected the market prices of securities issued by many companies, often for reasons unrelated to their operating performance, and it may adversely affect the price of our Common stock. These broad market fluctuations may adversely affect the price of our securities, regardless of operating performance.

We Are Subject to Anti-Takeover Provisions and Laws

Provisions in our Restated Certificate of Incorporation and Restated Bylaws and applicable provisions of the Delaware General Corporation Law may make it more difficult for a third party to acquire control of our Company without the approval of the Board of Directors. These provisions may make it more difficult or expensive for a third party to acquire a majority of our outstanding voting Common stock or delay, prevent or deter a merger, acquisition, tender offer or proxy contest, which may negatively affect the Common stock price.

FORWARD-LOOKING INFORMATION

This prospectus and the documents incorporated by reference herein contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent our management’s judgment regarding future events. In many cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “plan,” “expect,” “anticipate,” “estimate,” “predict,” “intend,” “potential” or “continue” or the negative of these terms or other words of similar import, although some forward-looking statements are expressed differently. All statements other than statements of historical fact included in this prospectus and the documents incorporated by reference therein regarding our financial position, business strategy and plans or objectives for future operations are forward-looking statements. Without limiting the broader description of forward-looking statements above, we specifically note that statements regarding our ability to obtain Medicare or third-party reimbursement or to achieve market acceptance of our products are all forward-looking in nature. We cannot guarantee the accuracy of the forward-looking statements, and you should be aware that results and events could differ materially and adversely from those contained in the forward-looking statements due to a number of factors, including:

·	our ability to secure additional funds;

·	competitive factors;

·	our ability to maintain the level of our expenses consistent with our internal budgets and forecasts;

·	the ability of our contract manufacturers to produce adequate supplies of our products for sale;

·	variability of our royalty, license and other revenues;

·	the demand for securities of biotechnology companies in general and our securities in particular;

·	uncertainty regarding our patents and patent rights;

·	compliance with current or prospective governmental regulation;

·	technological change; and

·	general economic and market conditions.

You should also consider carefully the statements set forth in the section entitled “Risk Factors” beginning on page 5 of this prospectus, which addresses these and additional factors that could cause results or events to differ from those set forth in the forward-looking statements. All written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements. We have no plans to update these forward-looking statements.

RATIO OF EARNINGS TO FIXED CHARGES

We currently do not have outstanding debt. Thus, it is not possible or meaningful at this time to calculate a ratio of our earnings to fixed charges.

The following table shows our consolidated ratio of earnings to fixed charges for the periods indicated.

Nine Months Ended

September 30, 2007

Year Ended December 31,

2006

2005

2004

2003

2002

in millions

Ratio of earnings to fixed charges and preferred stock dividends(1)

(1)

Since 2002, we have only declared two cash dividends on preferred stock. All other preferred stock dividends were paid in additional shares of our preferred stock. The cash dividends were declared and paid during the years ended December 31, 2005 and 2006 and totaled approximately $91,000 and $11,000 respectively. As either no cash dividends were paid, or earnings were insufficient to cover cash dividends, it is not possible or meaningful at this time to calculate a ratio of our earnings to fixed charges and preferred stock dividends.

USE OF PROCEEDS

We will not receive any proceeds from the sale of common stock offered through this prospectus by the selling shareholders. We are registering those shares for sale to provide the selling shareholders with freely tradable securities. The registration of these shares does not necessarily mean that any of these shares will be offered or sold by the selling shareholders. All proceeds from the sale of such shares sold under this prospectus by the selling shareholders will go to the selling shareholders. We may receive proceeds from the selling shareholders' exercise of warrants, but our issuance of common stock to the selling shareholders is not covered by this prospectus. Such proceeds, if any, will be used for working capital and other corporate purposes.

Unless otherwise specified in an applicable prospectus supplement, the net proceeds that we receive from the sale of any of the securities offered by us under this prospectus will be available for working capital and other general corporate purposes. Pending that use, we may invest the net proceeds.

SELLING SHAREHOLDERS

The following table sets forth the following information as of March 21, 2008:

·	the name of each selling shareholder;

·	the number of shares of our common stock believed to be beneficially owned by each selling shareholder prior to the offering for resale of the shares under this prospectus;

·	the number of shares of common stock being registered for resale by each selling shareholder (or its permitted pledgee, donee, transferee or other permitted successor in interest); and

·	the number of shares of our common stock believed to be beneficially owned by each selling shareholder after the offering for resale of the shares under this prospectus.

The following table is based upon information provided by the selling shareholders and other documents filed with the SEC. Except as otherwise indicated in the table below, the number of shares beneficially owned by each of the selling shareholders is determined by rules promulgated by the Securities and Exchange Commission and the information is not necessarily indicative of beneficial ownership for any other purpose.

The number of shares offered in this prospectus by the selling shareholders includes shares of common stock issuable upon exercise of warrants. The number of shares that will ultimately be issued to the selling shareholders cannot be determined at this time because it depends on whether and when the selling shareholders ultimately exercise their warrants. Further the number of shares issuable upon exercise of the various warrants may be subject to certain adjustments to prevent dilution resulting from stock splits, stock dividends or similar transactions.

The following table assumes that each selling shareholder will sell all of the shares of common stock being offered by them pursuant to this prospectus. However, because the selling shareholders may offer all, some or none of the common stock listed in the table pursuant to this prospectus or otherwise, no estimate can be given as to the amount or percentage of common stock that will be held by the selling shareholders upon termination of the offering. The selling shareholders may sell all, part, or none of the shares listed.

Except as is indicated in the footnotes to the table below, none of the selling shareholders has had any position, office or other material relationship with us, other than as a security holder, during the past three years.

The term "selling shareholder" includes the shareholders listed below and their transferees, assigns, pledges, donees or other successors who may later hold the selling shareholders’ interests. The percentage of beneficial ownership is based on 31,938,074 shares of common stock outstanding on March 21, 2008. Shares of common stock subject to warrants, options and other convertible securities that are currently exercisable or exercisable within sixty days of March 21, 2008, are considered outstanding and beneficially owned by a selling shareholder who holds those warrants, options or other convertible securities for the purpose of computing the percentage ownership of that selling shareholder but are not treated as outstanding for the purpose of computing the percentage ownership of any other selling shareholder.

Name of Selling Shareholder	Number of Shares Owned Prior to Offering					Maximum Number of Shares to be Sold Pursuant to this Prospectus			Number of Shares Owned After Offering
	Number		Percent						Number		Percent
Maier & Company		12,000		*			12,000	¹		0		*
KOL Bio-Medical Instruments, Inc.		60,000		*			60,000	²		0		*
Crystal Research Associates, LLC		125,000		*			125,000	³		0		*
John Paul DeJoria		79,999		*			13,333	⁴		66,666		*
FEQ Gas, LLC		920,200		2.8	%		40,200	^4,7		880,000		2.7	%
David Jorden		2,487,800		7.7	%		42,000	⁴		2,445,800		7.6	%
Lon Frederick		39,100		*			450	⁴		38,650		*
Gloria Frederick		14,300		*			300	⁴		14,000		*
William F. Miller		632,850		2.0	%		15,000	⁴		617,850		1.9	%
Charles Sheedy		1,338,600		4.2	%		20,000	⁴		1,318,600		4.1	%
Byron Rosenstein		1,250		*			1,250	⁴		0		*
Chris Allison		55,000		*			5,000	⁴		50,000		*
Chad Burton		19,780		*			5,000	⁴		14,780		*
Stephen Blake Murchison		128,500		*			10,000	⁴		118,500		*
Strand, Inc.		50,700		*			10,000	⁴		40,700		*
Raffaele Ricci		120,000		*			20,000	⁴		100,000		*
Montex Exploration		20,000		*			20,000	⁴		0		*
TIHO Investments, LLC		28,600		*			28,600	⁴		0		*
FEQ Invesments, Inc.		1,452,900		4.5	%		17,900	^4,7		1,435,000		4.4	%
Steven B. Rosner		10,000		*			5,000	⁴		5,000		*
William T. Ratliff, Jr.		110,000		*			10,000	⁴		100,000		*
Carl Lessman		57,000		*			5,000	⁴		52,000		*
Severn Trading Partners		10,000		*			10,000	⁴		0		*
Ward Family Foundation		431,250		1.3	%		20,000	⁴		411,250		1.3	%
Timothy E. Levstik		156,577		*			156,577	⁵		0		*
Joseph E. Shipley		113,681		*			113,681	⁵		0		*
Fitch, Even, Tabin, & Flannery		79,987		*			79,987	⁵		0		*
Phillip T. Petti		129,110		*			129,110	⁵		0		*
Joseph T. Nabor		108,722		*			108,722	⁵		0		*
Steven C. Schroer		162,913		*			157,913	⁵		5,000		*
Richard A. Kaba		107,254		*			107,254	⁵		0		*
Karl R. Fink		141,510		*			141,510	⁵		0		*
Timothy P. Maloney		267,577		*			142,977	⁵		124,600		*
Mark W. Hetzler		115,185		*			115,185	⁵		0		*
James P. Krueger		111,749		*			111,749	⁵		0		*
Steven F. Favekeh		119,133		*			119,133	⁵		0		*
Richard E. Wawarzniak		81,202		*			81,202	⁵		0		*
Steven G. Parmelee		109,837		*			109,837	⁵		0		*
Thomas Lebens		54,094		*			54,094	⁵		0		*
Kendrew H. Colton		50,723		*			50,723	⁵		0		*
John F. Flannery		14,096		*			14,096	⁵		0		*
Kenneth H. Samples		49,000		*			49,000	⁵		0		*
Robert F. Coleman		457,203		1.4	%		172,900	⁵		284,303		*
Steve R. Jakubowski		634,836		2.0	%		264,350	⁶		370,486		1.2	%

* Less than 1%.

(1) Issuable upon the exercise of warrants to purchase 12,000 shares of common stock dated August 18, 2004, with an exercise price of $1.24 per share and an expiration date of August 18, 2009.

(2) Issuable upon the exercise of warrants to purchase 60,000 shares of common stock dated March 7, 2005, with an exercise price of $2.55 per share and an expiration date of March 7, 2010.

(3) Issuable upon the exercise of warrants to purchase 125,000 shares of common stock dated April 18, 2005, with an exercise price of $3.14 per share and an expiration date of April 18, 2010.

(4) Issuable upon the exercise of Class D Warrants as described in our Current Report on Form 8-K filed with the SEC on May 2, 2006. The Class D Warrants have an exercise price of $3.50 per share and expire on April 12, 2011.

(5) The identified persons are attorneys with Fitch, Even, Tabin & Flannery (“Fitch, Even”) or The Coleman Law Firm (“CLF”), law firms which have served as our outside counsel in connection with various patent and litigation issues. As described in our Current Report on Form 8-K filed with the SEC on August 8, 2007, we entered into a Term Sheet Agreement with Fitch, Even and CLF with an effective date of August 2, 2007. Pursuant to this Term Sheet, we are obligated to issue a total of 1.3 million shares of our common stock as directed by Fitch, Even and CLF, as well as warrants to purchase an additional 975,000 shares of our common stock, at exercise prices of $1.25 (warrants to purchase 325,000 shares of common stock); $1.50 (warrants to purchase 325,000 shares of common stock); and $1.75 (warrants to purchase 325,000 shares of common stock). The warrants will expire on February 2, 2015.

(6) Includes 5,000 shares of common stock issuable upon exercise of Class D warrants (see footnote 4 above) and 259,350 shares issuable directly and upon the exercise of warrants Mr. Jakubowski received pursuant to the Term Sheet agreement in his capacity as outside counsel to the Company (see footnote 5 above).

(7) FEQ Gas, LLC, and FEQ Investments, Inc., are both controlled by Mr. Ernest Bartlett.

PLAN OF DISTRIBUTION

Generally speaking, we and the selling shareholders may offer and sell the securities offered by this prospectus in any of three ways:

·	through agents;

·	through underwriters or dealers; or

·	directly to one or more purchasers.

The selling shareholders will act independently of us in making decisions with respect to the timing, manner and size of each sale of securities. Additionally, the selling shareholders may transfer their shares in other ways not involving market makers or established trading markets, including directly by gift distribution, or other transfer. The selling shareholders also could sell their shares under Rule 144 of the Securities Act rather than under this prospectus. Generally under Rule 144, each person holding restricted securities for a period of one year may, every three months, sell in ordinary brokerage transactions or to market makers an amount of shares up to and including the greater of 1% of a company's then-outstanding common stock or the average weekly trading volume for the four weeks prior to the proposed sale. Such sales, if any, will not form part of the plan of distribution described in this prospectus.

We will pay the costs and fees of registering the shares, but the selling shareholders will pay any brokerage commissions or underwriting discounts relating to their sale of the shares. We will not receive any of the proceeds from the sales of the common stock by the selling shareholders. We can provide no assurance that all or any shares of the common stock offered by the selling shareholders will be sold by the selling shareholders.

With regard to offers and sales by the Company, we will file an applicable prospectus supplement that will set forth the specific terms of the offering of securities, including:

· the securities offered;

· the price of the securities;

· the proceeds to us from the sale of the securities;

· the names of the securities exchange if any, on which the securities are listed;

· the names of underwriters or agents;

· anyunderwriting discounts, agency fees or other compensation to underwriters or agents; and

· any discounts or concessions allowed or paid to dealers.

We may authorize underwriters, dealers and agents to solicit offers from specified institutions to purchase the securities from us at the public offering price listed in the applicable prospectus supplement. These sales may be made under “delayed delivery contracts” that provide for payment and delivery on a specified future date. Any contracts like this will be subject to the conditions listed in the prospectus supplement. The prospectus supplement also will state the commission to be paid to underwriters, dealers and agents who solicit these contracts.

Any underwriter, dealer or agent who participates in the distribution of an offering of securities may be considered by the SEC to be an underwriter under the Securities Act. Any discounts or commissions received by an underwriter, dealer or agent on the sale or resale of securities may be considered by the SEC to be underwriting discounts and commissions under the Securities Act. Under agreements with us or the selling shareholders, underwriters, dealers and agents may be entitled to indemnification by us or the selling shareholders against some civil liabilities, including liabilities under the Securities Act. Underwriters, dealers and agents also may be entitled to contributions for any payments the underwriters, dealers or agents are required to make with respect to some civil liabilities, including liabilities under the Securities Act. Underwriters and agents and their affiliates are permitted to be customers of, engage in transactions with, or perform services for us or our affiliates or the selling shareholders or its affiliates in the ordinary course of business.

Unless otherwise indicated in the applicable prospectus supplement, the obligations of the underwriters to purchase any offered securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all of the offered securities if any are purchased.

Unless otherwise indicated in the applicable prospectus supplement, all securities offered by us under this prospectus, other than the common stock, will be new issues of securities with no established trading market. Any underwriters to whom we sell securities for public offering and sale may make a market in the securities. However, these underwriters will not be obligated to make a market in the securities and may discontinue any market-making at any time without notice. We cannot assure you that the trading market for any of the securities will be or remain liquid at any time.

DESCRIPTION OF SECURITIES TO BE REGISTERED

Common Stock

We are authorized to issue 65,000,000 shares of non-assessable voting common stock, $.0001 par value per share, of which 31,938,074 shares are outstanding as of March 21, 2008. In addition, approximately 7.7 million shares are issuable upon the conversion of outstanding preferred stock and the exercise of outstanding warrants and options. Furthermore, approximately 325,000 additional shares of common stock are issuable under our bankruptcy plan of reorganization immediately upon our earning an aggregate of $10 million in gross revenues over four consecutive quarters (such issuance is not covered by this prospectus).

The common stock is fully paid and nonassessable. All of our common stock is of the same class, and each share has the same rights and preferences. Holders of our common stock are entitled to one vote per share on each matter submitted to a vote of the shareholders.

In the event of liquidation, holders of common stock are entitled to share ratably in the distribution of assets remaining after payment of liabilities, upon giving a liquidation preference of $1.00 per share for each share of outstanding Series A convertible preferred stock and Series B convertible preferred stock, and a liquidation preference amount of $10,000 per share for each share of outstanding Series C convertible preferred stock. The common stock is subordinate to the Series A convertible preferred, Series B convertible preferred, and Series C convertible preferred, and to all other classes and series of equity securities which by their terms rank senior to the common stock, in the event of a liquidation, dissolution, or winding up or with regard to any other rights, privileges or preferences.

Holders of common stock do not have any cumulative voting rights, preemptive rights, conversion rights, redemption rights or sinking fund rights.

Holders of common stock are entitled to receive dividends as may from time to time be declared by the board of directors at their sole discretion. We did not pay dividends to holders of our common stock during 2004, 2005, 2006 or 2007. We do not anticipate paying cash dividends on our common stock in the foreseeable future, but instead will retain any earnings to fund our growth. In fact, we are prohibited from declaring dividends on our common stock as long as any dividends on shares of Series A, Series B or Series C convertible preferred are unpaid and outstanding. Once there are no dividends unpaid and outstanding on any shares of Series A, Series B or Series C convertible preferred, any decision to pay cash dividends will depend on our ability to generate earnings, our need for capital, our overall financial condition, and other factors our Board deems relevant.

Our transfer agent for our Common Stock is StockTrans, located at 44 West Lancaster Ave., Ardmore, Pennsylvania 19003. All inquiries may be made at 1-800-733-1121. The transfer agent’s internet website address is www.stocktrans.com.

Preferred Stock

This section summarizes the general terms and provisions of the preferred stock that may be offered by this prospectus. The prospectus supplement will describe the specific terms of any series of preferred stock offered under that prospectus supplement and any general terms outlined in this section that will not apply to that series of preferred stock. Because this is only a summary, it does not contain all of the details found in the full text of the certificate of designation containing the rights and preferences of the preferred stock. The certificate of designation will be filed or incorporated by reference as an exhibit to the registration statement to which this prospectus relates. For additional information, please read the full text of the certificate of designation.

We are authorized to issue 15,000,000 shares of preferred stock, with a par value of $.0001. To date, our Board of Directors has certified the rights and preferences of three series of preferred stock: Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, and Series C Convertible Preferred Stock.

Series A Convertible Preferred Stock

We have authorized a maximum of 5,000,000 shares of Series A convertible preferred stock, par value $.0001. As of March 21, 2008, there are approximately 91,000 shares of Series A convertible preferred stock outstanding. The Series A convertible preferred has a stated liquidation preference of $1.00 per share and has preference over and ranks (i) senior to the Series B convertible preferred stock, (ii) senior to the common stock, and (iii) senior to all other classes and series of equity securities which by its terms do not rank senior to the Series A convertible preferred. The Series A convertible preferred contains a negative covenant prohibiting us from granting any security interest in our patents and/or future royalty streams.

Holders of Series A convertible preferred are entitled to receive cumulative dividends at the rate of 8% of the stated liquidation preference amount per share per annum, payable quarterly in arrears. These dividends are prior and in preference to any declaration or payment of any distribution on any outstanding shares of common stock or any other equity securities ranking junior as to the payment of dividends. Dividends are to be paid in additional shares of Series A convertible preferred or, in the sole discretion of the Board, in cash. If we fail to pay dividends as required for six consecutive quarters, a majority of the holders of Series A convertible preferred will have the power to elect one director to the Board, either by filling an existing vacancy on the Board or by removing a director of their choice. Each share of Series A convertible preferred stock is entitled to vote on all matters voted on by holders of the common stock voting together as a single class with the other shares entitled to vote.

Beginning on July 11, 2003, and every six months thereafter, holders of the Series A convertible preferred may convert up to 25% of their remaining holdings of Series A convertible preferred into common stock. The shares converted based on the liquidation preference amount and the conversion price of the common stock is equal to 90% of the twenty-day average closing ask price of the common stock, but in no case shall the conversion price be less than $3.00 per share.

We may redeem all of the then outstanding shares of Series A convertible preferred stock upon proper notice of not less than ten days nor more than sixty days prior to the redemption date. The per share redemption price is equal to (i) 105% of the Series A liquidation preference amount plus all accrued but unpaid dividends if the shares are redeemed within one year of the date of issuance; (ii) 104% of the Series A liquidation preference amount plus all accrued but unpaid dividends if redeemed later than one year from the date of issuance.

Series B Convertible Preferred Stock

We have authorized a maximum of 5,000,000 shares of Series B convertible preferred stock, par value $.0001. As of March 21, 2008, there are approximately 85,000 shares of Series B convertible preferred stock outstanding. These shares have a stated liquidation preference of $1.00 per share. They are subordinate to the Series A convertible preferred, but have preference over and rank senior to (i) the common stock, and (ii) all other classes and series of equity securities which by their terms do not rank senior to the Series B convertible preferred stock. The Series B convertible preferred contains a negative covenant prohibiting us from granting any security interest in our patents and/or future royalty streams.

Holders of Series B convertible preferred are entitled to receive cumulative dividends at the rate of 8% of the stated liquidation preference amount per share per annum, payable quarterly in arrears. These dividends are prior and in preference to any declaration or payment of any distribution on any outstanding shares of common stock or any other equity securities ranking junior as to the payment of dividends. Dividends are to be paid in additional shares of Series B convertible preferred or, in the sole discretion of the Board, in cash. If we fail to pay dividends as required for six consecutive quarters, a majority of the holders of Series B convertible preferred will have the power to elect one director to the Board, either by filling an existing vacancy on the Board or by removing a director of their choice. Each share of Series B convertible preferred stock is entitled to vote on all matters voted on by holders of the common stock voting together as a single class with the other shares entitled to vote.

Beginning on July 11, 2003, and every six months thereafter, holders of the Series B convertible preferred may convert up to 25% of their remaining holdings of Series B convertible preferred into common stock. The shares converted based on the liquidation preference amount and the conversion price of the common stock is equal to 90% of the twenty-day average closing ask price of the common stock, but in no case shall the conversion price be less than $3.00 per share.

We may redeem all of the then outstanding shares of Series B convertible preferred stock upon proper notice of not less than ten days nor more than sixty days prior to the redemption date. The per share redemption price is equal to (i) 105% of the Series A liquidation preference amount plus all accrued but unpaid dividends if the shares are redeemed within one year of the date of issuance; (ii) 104% of the Series A liquidation preference amount plus all accrued but unpaid dividends if redeemed later than one year from the date of issuance; or (iii) 103% of the Series B Liquidation Preference Amount plus all accrued but unpaid dividends if redeemed later than two years from the date of issuance.

Series C Convertible Preferred Stock

We have authorized a maximum of 1,000,000 shares of Series C convertible preferred stock, par value $.0001. As of March 21, 2008, there are no shares of Series C convertible preferred stock outstanding.

The Series C convertible preferred stock ranks junior to the Series A convertible preferred stock regarding distributions upon liquidation of the Company. Series C convertible preferred stock ranks junior to the Series B convertible preferred stock solely with respect to the priority security interest in our intellectual property. The shares accrue dividends at 6% of the stated liquidation preference amount from the date of issuance and increase to 8% commencing on September 25, 2005, are payable annually in cash or shares of stock at our option. The Series C convertible preferred stock ranks pari passu with Series A convertible preferred stock and Series B preferred stock with respect to payment of dividends. The Series C preferred stock has no voting rights except with respect to transactions upon which they are entitled to vote as a class. Each dollar of liquidation preference amount is initially converted into one share of common stock (subject to certain anti-dilution privileges).

The holders of Series C convertible preferred stock can require us to redeem the stock plus accrued dividends at 125% of the liquidation price upon the (i) consolidation, merger or business combination of the Company, (ii) sale of more than 50% of our assets or (iii) a sale of more than 50% of our outstanding common stock. However, we have the option to pay in cash or shares of common stock.

Additional Series of Preferred Stock

As provided in our Amended and Restated Certificate of Incorporation, our Board of Directors is authorized, by resolution or resolutions, to establish, out of the unissued (including previously issued and subsequently retired) shares of preferred stock not then allocated to any series of preferred stock, additional series of preferred stock. Before any shares of any such additional series are issued, the Board of Directors will fix and determine, by resolution or resolutions, the number of shares of preferred stock constituting such series and the distinguishing characteristics and the relative rights, preferences, privileges and immunities, if any, and any qualifications, limitations or restrictions of the preferred stock that are not inconsistent with the Amended and Restated Certificate of Incorporation. Without limiting the generality of this paragraph, the Board of Directors may fix and determine:

·	the designation of such series and the number of shares which shall constitute such series;

·	the rate of dividend, if any payable on shares of such series;

·	whether the shares of such series shall be cumulative, non-cumulative or partially cumulative as to dividends, and the dates from which any cumulative dividends are to accumulate;

·	whether the shares of such series may be redeemed, and, if so, the price or prices at which and the terms and conditions on which shares of such series may be redeemed;

·	the amount payable upon shares of such series in the event of the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Cytomedix;

·	the sinking fund provisions, if any, for the redemption of shares of such series;

·	the voting rights, if any, of the shares of such series;

·	the terms and conditions, if any, on which shares of such series may be converted into shares of capital stock of any other class or series;

·	whether the shares of such series are to be preferred over shares of capital stock of any other class or series as to dividends, or upon the voluntary or involuntary dissolution, liquidation, or winding up of the affairs of Cytomedix or otherwise; and

·	any other characteristics, preferences, limitations, rights, privileges, immunities or terms not inconsistent with the provisions of our Amended and Restated Certificate of Incorporation.

Change In Control

We are subject to Section 203 of the General Corporation Law of Delaware. Subject to certain exceptions, Section 203 prevents a publicly held Delaware corporation from engaging in a “business combination” with any “interested stockholder” for three years following the date that the person became an interested stockholder, unless the interested stockholder attained such status with the approval of our board of directors or unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger or consolidation involving us and the “interested stockholder” and the sale of more than 10% of our assets. In general, an “interested stockholder” is any entity or person beneficially owning 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person. This provision may have the effect of delaying, deterring, or preventing a change of control without further action by the shareholders.

Debt Securities

The following description, together with the additional information we include in any applicable prospectus supplement, summarizes the material terms and provision of any debt securities that we may offer under this prospectus. While the terms we have summarized below will apply generally to any future debt securities we may offer, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. The terms of any debt securities we may offer under a prospectus supplement may differ from the terms described below. For any debt securities that we may offer, an indenture (and any relevant supplemental indenture) will contain additional important terms and provisions and will be incorporated by reference as an exhibit to the registration statement that includes this prospectus, or as an exhibit to a current report on Form 8-K, incorporated by reference in this prospectus.

With respect to any debt securities that we issue, we will issue such debt securities under an indenture, which we would enter into with the trustee named in the indenture. Any indenture would be qualified under the Trust Indenture Act of 1939.

With respect to any debt securities that we issue, we will describe in each prospectus supplement the following terms relating to a series of debt securities:

·	the title;

·	the principal amount being offered, and if a series, the total amount authorized and the total amount outstanding;

·	any limit on the amount that may be issued;

·	whether or not we will issue the series of debt securities in global form, and if so, the terms and who the depository will be;

·	the maturity date;

·	the principal amount due at maturity;

·	whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts;

·	the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;

·	whether or not the debt securities will be convertible into shares of common stock or preferred stock and, if so, the terms of such conversion;

·	whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;

·	the terms of the subordination of any series of subordinated debt;

·	the place where payments will be payable;

·	restrictions on transfer, sale or other assignment, if any;

·	our right, if any, to defer payment or interest and the maximum length of any such deferral period;

·	the date, if any, after which and the conditions upon which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemptions provisions;

the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable;

·	whether the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves;

·	whether we will be restricted from incurring any additional indebtedness, issuing additional securities, or entering into a merger, consolidation or sale of our business;

·	a discussion of any material or special United States federal income tax considerations applicable to the debt securities;

·	information describing any book-entry features;

·	provisions for a sinking fund purchase or other analogous fund, if any;

·	any provisions for payment of additional amounts for taxes;

·	whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended;

·	the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof;

·	events of default;

·	whether we and/or the debenture trustee may change an indenture without the consent of any holders;

·	the form of debt security and how it may be exchanged and transferred;

·	description of the debenture trustee and paying agent, and the method of payments; and

·	any other specified terms, preferences, rights or limitations of, or restrictions on, the debt securities and any terms that may be required by us or advisable under applicable laws or regulations.

Securities Warrants

The following description, together with the additional information we may include in any applicable prospectus supplement, summarizes the material terms and provisions of any securities warrants that we may offer under this prospectus and the related warrant agreements and warrant certificates. While the terms summarized below will apply generally to any securities warrants that we may offer, we will describe the particular terms of any series of securities warrants in more detail in the applicable prospectus supplement. The terms of any securities warrants offered under a prospectus supplement may differ from the terms described below. With respect to any securities warrants that we offer, specific warrant agreements will contain additional important terms and provisions and will be incorporated by reference as an exhibit to the registration statement that includes this prospectus or as an exhibit to a current report on Form 8-K, incorporated by reference in this prospectus:

·	the specific designation and aggregate number of, and the price at which we will issue, the warrants;

·	the currency or currency units in which the offering price, if any, and the exercise price are payable;

·	if applicable, the exercise price for shares of our common stock or preferred stock and the number of shares of common stock or preferred stock to be received upon exercise of the warrants;

·	in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at, and currency in which, this principal amount of debt securities may be purchased upon such exercise;

·	the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;

·	whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit;

·	any applicable material U.S. federal income tax consequences;

·	the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents;

·	the proposed listing, if any, of the warrants or the common stock issuable upon exercise of the warrants on any securities exchange;

·	if applicable, the date from and after which the warrants and the common stock will be separately transferable;

·	if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;

·	information with respect to book-entry procedures, if any;

·	the anti-dilution provisions of the warrants, if any;

·	any redemption or call provisions;

·	whether the warrants are to be sold separately or with other securities as parts of units; and

·	any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.

Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including:

·	in the case of warrants to purchase debt securities, the right to receive payments of principal of, or premium, if any, or interest on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture; or

·	in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.

The transfer agent and registrar for any warrants will be set forth in the applicable prospectus supplement.

Units

We might issue units comprised of one or more debt securities, shares of common stock, shares of preferred stock and securities warrants in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current report on Form 8-K that we file with the SEC, the form of unit agreement, warrant and any supplemental agreements that describe the terms of the series of units we are offering before the issuance of the related series of units.

We may choose to evidence each series of units by unit certificates that we would issue under a separate agreement. If we choose to evidence the units by unit certificates, we will enter into a unit agreement with a unit agent and will indicate the name and address of the unit agent in the applicable prospectus supplement relating to the particular series of units.

LEGAL MATTERS

The validity of the securities will be passed upon for us by Williams & Anderson PLC, Little Rock, Arkansas.

EXPERTS

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

We incorporate by reference the documents listed below, except as superseded, supplemented, or modified by this prospectus, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, other than information that is furnished but deemed by the rules of the SEC not to have been filed:

·	our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the SEC on March 25, 2008;

·	our Current Reports on Form 8-K as filed with the SEC on April 13, 2007, August 8, 2007, September 24, 2007, October 16, 2007, November 7, 2007, January 29, 2008 and March 18, 2008; and

·	the description of our common stock set forth in the registration statement on Form 8-A/A filed with the SEC on May 31, 2005.

Cytomedix, Inc.

Attn: Chief Financial Officer

416 Hungerford Drive

Suite 330

Rockville, Maryland 20850

(240) 499-2680

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a Registration Statement on Form S-3 that we filed with the SEC. Certain information in the Registration Statement has been omitted from this prospectus in accordance with the rules of the SEC. We file annual, quarterly and current event reports, along with proxy statements and other information, with the SEC. You may read and copy all reports and other materials filed with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at1-800-SEC-0330. The SEC also maintains a website where you can view and print all reports, proxy and information statements, and other information filed with the SEC. The address of this website is www.sec.gov.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

FOR SECURITIES ACT LIABILITIES

Our Amended and Restated Certificate of Incorporation and Bylaws provide generally that we shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. This indemnification is reflected in the employment agreements we enter into with our executive officers.

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