Issuer No Longer Eligible to Use Form S-3, Files S-1 and Post-Effective Amendment

Cytomedix, Inc. securities were delisted from the NYSE Amex on January 25, 2011, and began to be quoted on the OTC Bulletin Board.  By Form 8-K filed January 21, the company reported that it had withdrawn its appeal of the determination that it had not timely regained compliance with the Exchange’s continued listing standards because stockholders’ equity is less than $6M.  Consequently, Cytomedix is no longer eligible to use Form S-3.

The company filed a universal shelf registration on Form S-3 on 12/3/07 that was declared effective on 3/28/08 (SEC File No. 333-147793).  To maintain the registration of these previously registered securities, Cytomedix filed a Form S-1 on 4/12/11 and a registration fee in respect of the common shares was paid concurrently with the filing (333-173463).

A subsequent Form S-3 filed by Cytomedix which registered common shares for resale, from time to time, on behalf of certain selling shareholders was declared effective on 11/3/10 (333-168936).  On 4/12/11, the company filed Post-Effective Amendment No. 1 to Form S-3 on Form S-1 to convert its registration statement on Form S-3 to Form S-1.  All filing fees payable in connection with the registration of these securities were previously paid in connection with the filing of the original registration statement.