10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2013

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ________

Commission file number 001-32518

CYTOMEDIX, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	23-3011702
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

209 Perry Parkway, Suite 7
Gaithersburg, MD 20877

(Address of Principal Executive Offices) (Zip Code)

(240) 499-2680

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ¨	Accelerated Filer x
Non-accelerated Filer ¨	Smaller Reporting Company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ¨ No x

APPLICABLE ONLY TO CORPORATE ISSUERS

As of April 30, 2013, the Company had 104,512,955 shares of common stock, par value $.0001, issued and outstanding.

CYTOMEDIX, INC.
  
TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22
PART II.	OTHER INFORMATION	23
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	23
Signatures		24
Exhibit Index		25

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PART I
FINANCIAL INFORMATION

Item 1. Financial Statements

CYTOMEDIX, INC.
  
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)

	March 31,			December 31,
	2013			2012
ASSETS
Current assets
Cash	$	7,216,081		$	2,615,805
Short-term investments, restricted		53,248			53,248
Accounts and other receivable, net		2,366,175			1,733,742
Inventory		934,245			1,170,097
Prepaid expenses and other current assets		1,872,786			737,445
Deferred costs, current portion		286,192			136,436
Total current assets		12,728,727			6,446,773
Property and equipment, net		2,208,086			2,440,081
Deferred costs		666,735			180,783
Intangible assets, net		34,043,704			34,135,287
Goodwill		1,128,517			1,128,517
Total assets	$	50,775,769		$	44,331,441
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	3,490,177		$	2,812,371
Total current liabilities		3,490,177			2,812,371
Notes payable		6,045,208			2,100,000
Derivative and other liabilities		942,432			1,415,159
Total liabilities		10,477,817			6,327,530
Commitments and contingencies
Conditionally redeemable common stock (909,091 issued and outstanding)		500,000			—
Stockholders' equity
Common stock; $.0001 par value, authorized 160,000,000 shares;
2013 issued and outstanding - 104,337,377 shares;
2012 issued and outstanding - 93,808,386 shares		10,343			9,381
Common stock issuable		471,250			489,100
Additional paid-in capital		115,635,144			108,485,646
Accumulated deficit		(76,318,785	)		(70,980,216	)
Total stockholders' equity		39,797,952			38,003,911
Total liabilities and stockholders' equity	$	50,775,769		$	44,331,441

The accompanying notes are an integral part of these condensed consolidated financial statements.

1

CYTOMEDIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended
	March 31,
	2013			2012
Revenues
Product Sales	$	2,253,129		$	1,686,392
License Fees		—			1,330,362
Royalties		64,172			—
Total revenues		2,317,301			3,016,754
Cost of revenues
Cost of sales		1,267,310			848,436
Cost of royalties		5,134			—
Total cost of revenues		1,272,444			848,436
Gross profit		1,044,857			2,168,318
Operating expenses
Salaries and wages		1,998,196			2,062,128
Consulting expenses		533,512			829,047
Professional fees		125,348			463,037
Research, development, trials and studies		901,685			357,308
General and administrative expenses		2,489,326			1,176,227
Total operating expenses		6,048,067			4,887,747
Loss from operations		(5,003,210	)		(2,719,429	)
Other income (expense)
Interest, net		(519,029	)		(267,145	)
Change in fair value of derivative liabilities		193,093			(220,314	)
Inducement expense		—			(1,512,148	)
Other		(4,533	)		—
Total other income (expenses)		(330,469	)		(1,999,607	)
Loss before provision for income taxes		(5,333,679	)		(4,719,036	)
Income tax provision		4,890			4,609
Net loss		(5,338,569	)		(4,723,645	)
Preferred dividends:
Series D preferred stock		—			13,562
Net loss to common stockholders	$	(5,338,569	)	$	(4,737,207	)
Loss per common share —
Basic and diluted	$	(0.05	)	$	(0.07	)
Weighted average shares outstanding —
Basic and diluted		99,105,448			63,262,699

The accompanying notes are an integral part of these condensed consolidated financial statements. 

2

CYTOMEDIX, INC.
  
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

	Three Months Ended
	March 31,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5,338,569	)	$	(4,723,645	)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense, net of recoveries		9,629			(4,057	)
Depreciation and amortization		332,947			224,671
Stock-based compensation		169,263			1,221,231
Change in fair value of derivative liabilities		(193,093	)		220,314
Amortization of deferred costs		42,753			34,109
Non-cash interest expense - amortization of debt discount		(33,952	)		163,920
Deferred income tax provision		4,890			4,609
Loss (Gain) on disposal of assets		7,837			(19,275	)
Effect of amendment to contingent consideration		1,006,159			—
Loss on extinguishment of debt		19,867			—
Effect of issuance of warrants for term loan modification		303,517			—
Inducement expense		—			1,513,371
Change in operating assets and liabilities, net of those acquired:
Accounts and other receivable, net		(642,062	)		(333,406	)
Inventory		235,852			36,333
Prepaid expenses and other current assets		(809,648	)		283,233
Accounts payable and accrued expenses		677,807			(296,297	)
Deferred revenues		—			1,169,638
Other liabilities		(6,782	)		(3,280	)
Net cash used in operating activities		(4,213,585	)		(508,531	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Property and equipment acquisitions		(100,000	)		(275,818	)
Cash acquired in business combination		—			24,563
Proceeds from sale of equipment		82,794			105,053
Net cash used in investing activities		(17,206	)		(146,202	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt		4,249,329			—
Proceeds from issuance of common stock, net		4,851,738			6,026,000
Redemption of preferred stock		—			(169,986	)
Repayment of note payable		(270,000	)		—
Proceeds from option and warrant exercises		—			1,070,260
Dividends paid on preferred stock		—			(36,595	)
Net cash provided by financing activities		8,831,067			6,889,679
Net increase (decrease) in cash		4,600,276			6,234,946
Cash, beginning of period		2,615,805			2,246,050
Cash, end of period	$	7,216,081		$	8,480,996

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CYTOMEDIX, INC.
  
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Business and Presentation

Description of Business

Cytomedix, Inc. (“Cytomedix,” the “Company,” “we,” “us,” or “our”) is a regenerative therapies company marketing and developing products within the U.S. and internationally. We commercialize innovative cell-based technologies that harness the regenerative capacity of the human body to trigger natural healing. The use of autologous (from self) biological therapies for tissue repair and regeneration is part of a transformative clinical strategy designed to improve long term recovery in complex chronic conditions with significant unmet medical needs. We currently have a growing commercial operation, and a robust clinical pipeline representing a logical extension of our commercial technologies in the evolving field of regenerative medicine.

Our current commercial offerings are centered on our point of care platform technologies for the safe and efficient separation of blood and bone marrow to produce platelet based therapies or cell concentrates. Today, we promote two distinct platelet rich plasma (PRP) technologies, the AutoloGel System for wound care and the Angel concentrated Platelet Rich Plasma (cPRP) System in orthopedics and cardiovascular markets. Our sales are predominantly (approximately 82%) in the United States, where we sell our products through a combination of direct sales representatives and independent sales agents. Commercial growth drivers in the U.S. include Medicare coverage for the treatment of chronic wounds under a National Coverage Decision allowing Coverage with Evidence Development (CED), and the patient driven private pay PRP business in orthopedics and aesthetics. In Europe, the Middle East, Canada, and Australia we have a network of experienced distributors covering key markets.

Our clinical pipeline includes the ALDH ^br cell-based therapies (“Bright Cells”), acquired through the February 2012 acquisition of Aldagen, Inc., a privately held biopharmaceutical company and the expansion of the Angel System for use in other clinical indications. Cytomedix has a strong and growing patent portfolio intended to drive value by facilitating and protecting leading market positions for our commercial products, attracting strategic partners, and generating revenue via out-licensing agreements.

Basis of Presentation and Significant Accounting Policies

The unaudited financial statements included herein are presented on a condensed consolidated basis and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. The financial statements reflect all adjustments that are, in the opinion of management, necessary to fairly state such information. All such adjustments are of a normal recurring nature. Although the Company believes that the disclosures are adequate to make the information presented not misleading, certain information and footnote disclosures, including a description of significant accounting policies normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to such rules and regulations.

The year-end balance sheet data were derived from audited consolidated financial statements but do not include all disclosures required by accounting principles generally accepted in the United States of America.

These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s 2012 Annual Report on Form 10-K filed with the Securities and Exchange Commission. The results of operations for interim periods are not necessarily indicative of the results for any subsequent quarter or the entire fiscal year ending December 31, 2013.

Basic and Diluted Loss Per Share

We compute basic and diluted net loss per common share using the weighted-average number of shares of common stock outstanding during the period. During periods of net losses, shares associated with outstanding stock options, stock warrants, convertible preferred stock, and convertible debt are not included because the inclusion would be anti-dilutive. The total numbers of such shares excluded from the calculation of diluted net loss per common share were 27,345,975 for the three months ended March 31, 2013, and 22,739,002 for the three months ended March 31, 2012.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the net tangible and intangible assets acquired in business combinations. The Company conducts an impairment test of goodwill on an annual basis as of October 1 of each year. The Company will also conduct tests if events occur or circumstances change that would, more likely than not, reduce the fair value of the Company below its carrying value.

Indefinite lived intangible assets consist of in-process research and development (IPR&D) acquired in the acquisition of Aldagen. The acquired IPR&D consists of specific cell populations (that are related to a specific indication) and the use of the cell populations in treating particular medical conditions. The Company evaluates its indefinite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable, and at least on an annual basis on October 1 of each year, by comparing the fair value of the asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, the Company would recognize an impairment loss in the amount of that excess.

Identifiable intangible assets with finite lives consist of trademarks, technology (including patents), and customer relationships acquired in business combinations. These intangibles are amortized using the straight-line method over their estimated useful lives. The Company reviews its finite-lived intangible assets for potential impairment when circumstances indicate that the carrying amount of assets may not be recoverable.

4

Note 2 — Recent Accounting Pronouncements

The Company believes the adoption of Accounting Standards Updates issued but not yet adopted will not have a material impact to our results of operations or financial position.

Note 3 — Fair Value Measurements

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value.

Short-term Financial Instruments

The inputs used in measuring the fair value of cash and short-term investments are considered to be Level 1 in accordance with the three-tier fair value hierarchy. The fair market values are based on period-end statements supplied by the various banks and brokers that held the majority of the Company’s funds. The fair value of other short-term financial instruments (primarily accounts receivable and accounts payable and accrued expenses) approximate their carrying values because of their short-term nature.

Other Financial Instruments

The Company has segregated its financial assets and liabilities that are measured at fair value into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the table below. The Company has no non-financial assets and liabilities that are measured at fair value.

The carrying amounts of the liabilities measured at fair value are as follows:

Description	Level 1		Level 2		Level 3		Total
Liabilities at March 31, 2013:
Embedded conversion options	$	—	$	—	$	591,078	$	591,078
Total measured at fair value	$	—	$	—	$	591,078	$	591,078
Liabilities at December 31, 2012:
Embedded conversion options	$	—	$	—	$	780,960	$	780,960
Total measured at fair value	$	—	$	—	$	780,960	$	780,960

The liabilities measured at fair value in the above table are classified as “derivative and other liabilities” in the accompanying consolidated balance sheets.

The following table sets forth a summary of changes in the fair value of Level 3 liabilities for the three months ended March 31, 2013:

Balance at December 31, 2012		Established in 2012		Modification of Convertible Debt Agreement		Conversion to Common Stock			Change in Fair Value			Effect of Extinguishment of Debt			Balance at March 31, 2013
$	780,960	$	—	$	250,361	$	(68,994	)	$	(193,093	)	$	(178,156	)	$	591,078

Gains and losses in the fair value of derivative instruments are classified as the “change in the fair value of derivative instruments” in the accompanying consolidated statements of operations.

The fair value of the embedded conversion options is determined based on the Black-Scholes option pricing model, and includes the use of unobservable inputs such as the expected term, anticipated volatility and expected dividends. Changes in any of the assumptions related to the unobservable inputs identified above may change the fair value of the embedded conversion options. Increases in expected term, anticipated volatility and expected dividends generally result in increases in fair value, while decreases in the unobservable inputs generally result in decreases in fair value.

In July and November 2011, we issued convertible notes that contained embedded conversion options which met the criteria for derivative liabilities. The fair value of the conversion options, at March 31, 2013, approximates $591,000.

In October 2012, the Company purchased a Certificate of Deposit (“CD”) from its commercial bank in the amount of $53,000. This CD bears interest at an annual rate of 0.20% and matures on June 24, 2013. The $53,000 carrying value of the CD approximates its fair value. This CD collateralizes the Letter of Credit described in Commitment and Contingencies (see Note 16).

Note 4 — Geographic information

Product sales consist of the following:

5

	March 31,		March 31,
	2013		2012
Revenue from U.S. product sales	$	1,842,800	$	1,493,400
Revenue from non-U.S. product sales	$	410,300	$	193,000
Total revenue from product sales	$	2,253,100	$	1,686,400

Note 5 — Accounts and Other Receivables

Accounts receivable, net consisted of the following:

	March 31,			December 31,
	2013			2012
Trade receivables	$	1,311,432		$	1,133,400
Other receivables		1,105,634			643,051
		2,417,066			1,776,451
Less allowance for doubtful accounts		(50,891	)		(42,709	)
	$	2,366,175		$	1,733,742

Other receivables consist primarily of the cost of raw materials needed to manufacture the Angel products that are sourced by the Company and immediately resold, at cost, to the contract manufacturer.

Note 6 — Inventory

The carrying amounts of inventories are as follows:

	March 31,		December 31,
	2013		2012
Raw materials	$	57,504	$	79,090
Finished goods		876,741		1,091,007
	$	934,245	$	1,170,097

Note 7 — Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

	March 31,		December 31,
	2013		2012
Prepaid insurance	$	72,636	$	61,519
Prepaid fees and rent		158,022		186,407
Deposits and advances		702,403	$	409,604
Prepaid royalties		815,624		6,250
Other Current Assets		124,101		73,665
	$	1,872,786	$	737,445

Prepaid royalties is a result of a payment made, to a holder of a security interest in patents, for the termination and release of the security interest. The prepayment will be amortized to cost of sales over the life of the patents which expire November 2019.

6

Note 8 — Property and Equipment

Property and equipment consists of the following:

	March 31,			December 31,
	2013			2012
Medical equipment	$	3,032,371		$	3,033,792
Office equipment		72,410			87,163
Manufacturing equipment		303,143			303,143
Leasehold improvements		390,911			390,911
		3,798,835			3,815,009
Less accumulated depreciation		(1,590,749	)		(1,374,928	)
	$	2,208,086		$	2,440,081

For the three months ended March 31, 2013, we recorded depreciation expense of approximately $241,400 with $134,500 reported as cost of sales and $106,900 to general and administrative expenses. Amortization of leasehold improvements is included in accumulated depreciation.

Note 9 — Goodwill and Identifiable Intangible Assets

Goodwill

Goodwill represents the purchase price of acquisitions in excess of the amounts assigned to acquired tangible or intangible assets and assumed liabilities. Amounts allocated to goodwill are tax deductible in all relevant jurisdictions.

As a result of the Company’s acquisition of Aldagen in February 2012, the Company recorded goodwill of approximately $422,000.

Prior to the acquisition of Aldagen, the Company had goodwill of approximately $707,000 as a result of the acquisition of the Angel Business in April 2010. The Company conducts an impairment test of goodwill on an annual basis as of October 1 of each year. The Company will also conduct tests if events occur or circumstances change that would, more likely than not, reduce the fair value of the Company below its carrying value. No such triggering events were identified during the quarter ended March 31, 2013.

Identifiable Intangible Assets

Cytomedix’s identifiable intangible assets consist of trademarks, technology (including patents), customer relationships, and in-process research and development. These assets were a result of the Angel Business and Aldagen acquisitions. The carrying value of those intangible assets, and the associated amortization, were as follows: 

	March 31,			December 31,
	2013			2012
Trademarks	$	2,310,000		$	2,310,000
Technology		2,355,000			2,355,000
Customer relationships		708,000			708,000
In-process research and development		29,585,000			29,585,000
Total	$	34,958,000		$	34,958,000
Less accumulated amortization		(914,296	)		(822,713	)
	$	34,043,704		$	34,135,287

The Company’s intangible assets that have finite lives are amortized over their useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable, and at least on an annual basis on October 1 of each year. If any indicators were present, the Company would test for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount (i. e., the asset is not recoverable), the Company would perform the next step, which is to determine the fair value of the asset and record an impairment loss, if any. The Company periodically reevaluates the useful lives for these intangible assets to determine whether events and circumstances warrant a revision in their remaining useful lives. No such triggering events were identified during the quarter ended March 31, 2013.

The Company evaluates its indefinite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable, and at least on an annual basis on October 1 of each year, by comparing the fair value of the asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, the Company would recognize an impairment loss in the amount of that excess. The Company’s sole indefinite-lived intangible asset is its in-process research and development acquired in connection with its acquisition of Aldagen. The in-process research and development asset consists of its ALDH bright cell platform. The Company is currently conducting a phase 2 clinical trial for this technology in ischemic stroke. Enrollment in that trial is expected to complete later this year and top-line data is expected to be available approximately four months following completion of enrollment. If the trial is successful, it should provide efficacy data sufficient to appropriately power a phase 3 trial and would also further validate the technology. However, there is no assurance that this trial will be successful. There were no triggering events identified during the quarter ended March 31, 2013 that would suggest an impairment may be needed.

7

Amortization expense of approximately $39,300 was recorded to cost of sales and approximately $52,300 was recorded to general and administrative expense for the three months ended March 31, 2013. Amortization expense for the remainder of 2013 is expected to be approximately $274,800. Annual amortization expense based on our existing intangible assets and their estimated useful lives is expected to be approximately:

2014	366,500
2015	366,500
2016	366,500
2017	366,500
2018	366,500
Thereafter	2,718,600

Note 10 — Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following:

	March 31,		December 31,
	2013		2012
Trade payables	$	2,342,090	$	1,434,166
Accrued compensation and benefits		697,849		833,141
Accrued professional fees		135,026		156,205
Accrued interest		64,125		750
Other payables		251,087		388,109
	$	3,490,177	$	2,812,371

Note 11 — Derivative and Other Liabilities

Derivative and other liabilities consisted of the following:

	March 31,		December 31,
	2013		2012
Derivative liability, long-term portion	$	591,078	$	780,960
Long-term portion of convertible debt, net of unamortized discount		181,862		462,815
Deferred rent		41,741		58,005
Deferred tax liability		54,890		50,000
Interest payable		39,379		33,379
Conditional grant payable		30,000		30,000
Accrued term loan fee		3,482		—
	$	942,432	$	1,415,159

Note 12 — Debt

4% Convertible Notes

On July 15, 2011, Cytomedix issued $1.3 million of its 4% Convertible Notes (the “July 4% Convertible Notes”) to an unaffiliated third party. The July 4% Convertible Notes mature on July 15, 2014 and bear a one-time interest charge of 4% due on maturity. The July 4% Convertible Notes (plus accrued interest) convert at the option of JMJ, in whole or in part and from time to time, into shares of the Company’s common stock at a conversion rate equal to (i) the lessor of $0.80 per share or (ii) 80% of the average of the three lowest closing prices of the Company’s common stock for the previous 20 trading days prior to conversion (subject to a “floor” price of $0.25 per share). At March 31, 2013, approximately $546,000 face amount of the July 4% Convertible Notes remained and were convertible into approximately 1.4 million shares of common stock at a conversion price of $0.40 per share.

On November 18, 2011, Cytomedix issued $0.5 million of its 4% Convertible Notes (the “November 4% Convertible Notes”) to the holder. The November 4% Convertible Notes mature on November 18, 2014 and bear a one-time interest charge of 4% due on maturity. The November 4% Convertible Notes (plus accrued interest) convert at the option of the holder, in whole or in part and from time to time, into shares of the Company’s common stock at a conversion rate equal to 80% of the average of the three lowest closing prices of the Company’s common stock for the previous 20 trading days prior to conversion (subject to a “floor” price of $0.25 per share). At March 31, 2013, approximately $130,000 face amount of the November 4% Convertible Notes remained and were convertible into approximately 0.3 million shares of common stock at a conversion price of $0.40 per share.

8

The holder has the option to provide additional funding of up to $1.0 million on substantially the same terms; however, the Company may elect to cancel such notes, in its sole discretion, with no penalty.

The conversion option embedded in the July and November 4% Convertible Notes is accounted for as a derivative liability, and resulted in the creation at issuance of a discount to the carrying amount of the debt, totaling $1.8 million, which is being amortized as additional interest expense using the straight-line method over the term of the July and November 4% Convertible Notes (the Company determined that using the straight-line method of amortization did not yield a materially different amortization schedule than the effective interest method). The embedded conversion option is recorded at fair value and is marked to market at each period, with the resulting change in fair value being reflected as “change in fair value of derivative liabilities” in the accompanying condensed consolidated statements of operations.

On February 19, 2013, the Company and the holder of these notes, agreed, in consideration of the subordination of the rights and remedies under these notes to that of another party, to amend the notes to extend the maturity date to September 20, 2016. Also, as part of the consideration, the Company repaid approximately $0.3 million of the principal of the note. The amendments were accounted for as a partial “extinguishment” and a partial “modification” of the notes. The partial extinguishment resulted in the immediate expensing of approximately $54,000 of new fees and expenses and $54,000 of the increase in the fair value of the embedded conversion option. The partial modification resulted in the deferral of approximately $46,000 of new fees and expenses and $197,000 of the increase in the fair value of the embedded conversion option (as additional debt discount).

12% Interest Only Note

On April 28, 2011, the Company borrowed $2.1 million pursuant to a secured promissory note that matures April 28, 2015. The note accrues interest at a rate of 12% per annum, and requires interest-only payments each quarter commencing September 30, 2011, with the then outstanding principal due on the maturity date. The note may be accelerated by the lender if Cytomedix defaults in the performance of the terms of the promissory note, if the representations and warranties made by us in the note are materially incorrect, or if we undergo a bankruptcy event. The note is secured by business assets acquired from Sorin. The proceeds were used to fully satisfy the Company’s then existing obligation under a separate note payable to Sorin.

In connection with the issuance of the new secured promissory note, the Company issued the lender a warrant to purchase up to 1,000,000 shares at an exercise price of $0.50 per share vesting as follows: (a) 666,667 shares upon issuance of the note, (b) 83,333 shares if the note has not been prepaid by the first anniversary of its issuance, (c) 116,667 shares if the note has not been prepaid by the second anniversary of its issuance, and (d) 133,333 shares if the note has not been prepaid by the third anniversary of its issuance.

Of the $2,100,000 due under the note, our payment obligations with respect to $1,400,000 under the note were guaranteed by certain insiders, affiliates, and shareholders of the Company, including Mr. David Jorden, one of the Company’s directors. In connection with this guarantee, the Company issued the guarantors warrants to purchase an aggregate of up to 1,500,000 shares, on a pro rata basis based on the amount of the guarantee, at an exercise price of $0.50 per share vesting as follows: (a) 833,333 shares upon issuance of the note, (b) 166,667 shares if the note has not been prepaid by the first anniversary of its issuance, (c) 233,333 shares if the note has not been prepaid by the second anniversary of its issuance, and (d) 266,667 shares if the note has not been prepaid by the third anniversary of its issuance.

The warrants issued to the lender and the guarantors were valued at approximately $546,000, were recorded as deferred debt issuance costs, and are being amortized to interest expense on a straight-line basis over the guarantee period. The Company determined that the straight-line method of amortization did not yield a materially different amortization schedule from the effective interest method.

On February 19, 2013, The Company and the holder of the note, in consideration for subordination of its security interest under the note to that of another party, agreed, to amend the note. In the amendment, the Company agreed to extend the maturity date of the note to November 19, 2016. In addition, the parties agreed to amend the vesting schedule on the warrants issued by the Company in April 2011 such that the remaining 250,000 warrant shares are exercisable immediately and to issue the holder a new warrant to purchase up to 266,666 shares at an exercise price of $0.70 per share vesting as follows: (i) 133,333 shares may be exercised only if the note has not been paid by the fourth anniversary of its issuance, and (ii) the remaining 133,333 shares may be exercised only if the note has not been paid by the fifth anniversary of its issuance. 

The Company also: (i) amended the warrant vesting schedule on the guarantors’ warrants issued by the Company in April 2011 such that the remaining 500,000 warrant shares are exercisable immediately and (ii) granted new warrants to the guarantors to acquire up to 533,334 shares of the Company’s common stock pursuant to warrants at the exercise price of $0.70 per share, vesting as follows: (i) 266,667 warrant shares may be exercised only if the JP Trust Note has not been prepaid by the fourth anniversary of its issuance, and (ii) the remaining 266,667 shares may be exercised only if the note has not been paid by the fifth anniversary of its issuance.

The amendment was accounted for as a “modification.” Accordinly, the warrants issued to the lender as a result of the amendment (valued at approximately $152,000) were recorded as deferred debt issuance costs, and are being amortized to interest expense on a straight-line basis over the guarantee period. The Company determined that the straight-line method of amortization did not yield a materially different amortization schedule from the effective interest method. The warrants issued to the guarantors as a result of the amendment were valued at approximately $304,000 and were recorded as interest expense in the first quarter of 2013.

Term Loan

On February 19, 2013, the Company entered into a Credit and Security Agreement (the “Credit Agreement”) with an unaffiliated third party that provides for an aggregate term loan commitments of $7.5 million. The Company received the first tranche of $4.5 million on February 27, 2013. The second tranche of $3.0 million may be advanced to the Company, at the Company’s discretion, upon satisfaction of the following conditions: (i) if the Company achieves certain performance milestones for 2013 and (ii) raises an amount of not less than $5.0 million in the aggregate from (a) equity investors, and/or (b) partnership proceeds on or before July 31, 2013 (the “Capital Raise Event”).

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The term loan will mature on August 19, 2016, and will be repaid on a straight-line amortization basis, with the first twelve months being an interest only period and commencing on the thirteenth month the principal on both the first tranche and, if applicable, on the second tranche, will be amortized in equal monthly amounts through the maturity date.

In connection with the foregoing loan facility, the Company issued the lender a seven-year warrant to purchase 1,079,137 shares of the Company’s common stock at the warrant exercise price of $0.70 per share. The exercise price and the number of shares issuable upon exercise of the warrant is subject to standard anti-dilution adjustments and contains a cashless exercise provision.

Interest on the outstanding balance of the term loan is payable monthly in arrears at an annual rate of the one-month London Interbank Offered Rate (LIBOR), plus 8.0%, subject to a LIBOR floor of 3%, and is calculated on the basis of the actual number of days elapsed in a 360 day year. In the event the term loan is prepaid by the Company prior to the end of its term, the Company will be required to pay to the lender a fee equal to an amount determined by multiplying the outstanding amount on the loan by 5% in the first year, 3% in the second year and 1% after that.

Amounts borrowed under the Credit Agreement are secured by a first priority security interest on all existing and after-acquired assets of the Company, including the intellectual property of the Company and its subsidiaries. The Credit Agreement contains events of default and remedies customary for loan transactions of this sort including, among others, those related to a default in the payment of principal or interest, a material inaccuracy of a representation or warranty, a default with regard to performance of certain covenants, a material adverse change (as defined in the Credit Agreement) occurs, and certain change of control events. In addition, the failure to consummate the Capital Raise Event constitutes an event of default under the Credit Agreement. The Company would also be in default under the Credit Agreement in the event of certain withdrawals, recalls, adverse test results or enforcement actions with respect to the Company’s products. Upon the occurrence of a default, in some cases following a notice and cure period, lender may accelerate the maturity of the loans and require the full and immediate repayment of all borrowings under the Credit Agreement. The Credit Agreement also contains financial and customary negative covenants, including with respect to the Company’s ability to sell, lease, transfer, assign, grant a security interest in or otherwise dispose of its assets except in the ordinary course of business, or incur additional indebtedness.

The warrants issued to the lender were valued at approximately $568,000, were recorded as a debt discount, and are being amortized to interest expense over the term of the loan. The Company determined that the straight-line method of amortization did not yield a materially different amortization schedule from the effective interest method. The warrants are classified in equity.

Note 13 — Income Taxes

The Company accounts for income taxes using the asset and liability approach. This approach requires the recognition of tax benefits or expenses on the temporary differences between the financial reporting and tax bases of the Company’s assets and liabilities. For interim periods, the Company recognizes a provision (benefit) for income taxes based on an estimated annual effective tax rate expected for the entire year. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company also recognizes a tax benefit from uncertain tax positions only if it is “more likely than not” that the position is sustainable based on its technical merits. The Company’s policy is to recognize interest and penalties on uncertain tax positions as a component of income tax expense.

Note 14 — Capital Stock Activity

The Company issued 10,528,991 shares of Common stock during the three months ended March 31, 2013. The following table lists the sources of and the proceeds from those issuances:

Source	# of Shares		Total Proceeds
Sale of shares pursuant to registered direct offering		9,090,911	$	5,000,001
Sale of shares pursuant to October 2010 equity purchase agreement		450,000	$	303,000
Issuance of shares in lieu of cash for fees incurred pursuant to February 2013 equity purchase agreement		375,000	$	—
Issuance of shares for conversion of 4% Convertible Notes		345,580	$	—
Issuance of shares for release of security interest in patents		250,000	$	—
Issuance of shares in lieu of cash for consultant		17,500	$	—
Totals		10,528,991	$	5,303,001

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The following table summarizes the stock options granted by the Company during the three months ended March 31, 2013. These options were granted to employees and board members under the Company’s Long-Term Incentive Plan.

Three Months Ended
March 31, 2013
Options Granted		Exercise Price
	303,000		$0.51 - $0.53

During the three months ended March 31, 2013, 7,001 stock options were forfeited by contract due to the termination of the underlying service arrangement.

No dividends were declared or paid on the Company’s Common stock in any of the periods discussed in this report.

The Company had the following outstanding warrants and options:

	# Outstanding
Equity Instrument	March 31, 2013		December 31, 2012
Fitch/Coleman Warrants(1)		975,000		975,000
August 2009 Warrants(2)		1,070,916		1,070,916
April 2010 Warrants(3)		1,295,138		1,295,138
October 2010 Warrants(4)		1,488,839		1,488,839
Guarantor 2011 Warrants(5)		916,665		916,665
February 2012 Inducement Warrants(6)		1,180,547		1,180,547
February 2012 Aldagen Warrants(7)		2,115,596		2,115,596
February 2013 MidCap Warrants(8)		1,079,137		—
February 2013 Subordination Warrants(9)		800,000		—
February 2013 Worden Warrants(10)		250,000		—
February 2013 RDO Warrants(11)		6,363,638		—
February 2013 PA Warrants(12)		136,364		—
Other warrants(13)		200,000		200,000
Options issued under the Long-Term Incentive Plan(14)		8,162,952		7,866,953

(1) These warrants were issued in connection with the August 2, 2007 Term Sheet Agreement and Shareholders’ Agreement with the Company’s then outside patent counsel, Fitch Even Tabin & Flannery and The Coleman Law Firm, and have a 7.5 year term. The strike prices on the warrants are: 325,000 at $1.25 (Group A); 325,000 at $1.50 (Group B); and 325,000 at $1.75 (Group C). The Company may call up to 100% of these warrants, provided that the closing stock price is at or above the following call prices for ten consecutive trading days: Group A — $4/share; Group B — $5/share; Group C — $6/share. If the Company exercises its right to call, it shall provide at least 45 days notice for one-half of the warrants subject to the call and at least 90 days notice for the remainder of the warrants subject to the call.

(2) These warrants were issued in connection with the August 2009 financing, are voluntarily exercisable at $0.51 per share and expire in February 2014. These amounts reflect adjustments for an additional 420,896 warrants due to anti-dilutive provisions. These warrants were previously accounted for as a derivative liability through January 28, 2011. At that time, they were modified to remove non-standard anti-dilution clauses and the associated derivative liability and related deferred financing costs were reclassified to APIC.

(3) These warrants were issued in connection with the April 2010 Series D preferred stock offering, are voluntarily exercisable at $0.54 per share and expire on April 9, 2015.

(4) These warrants were issued in connection with the October 2010 financing. They have an exercise price of $0.60 and expire on April 7, 2016. These warrants were previously accounted for as a derivative liability through January 28, 2011. At that time, they were modified to remove non-standard anti-dilution clauses and the associated derivative liability and related deferred financing costs were reclassified to APIC.

(5) These warrants were issued pursuant to the Guaranty Agreements executed in connection with the Promissory Note issued in April 2011. These warrants have an exercise price of $0.50 per share and expire on April 28, 2016.

(6) These warrants were issued in connection with the February 2012 warrant exercise agreements executed with certain existing Cytomedix warrant holders. These warrants have an exercise price of $1.42 per share and expire on December 31, 2014.

(7) These warrants were issued in February 2012 in connection with the warrant exchange agreements between Cytomedix and various warrant holders of Aldagen. These warrants have an exercise price of $1.42 per share and expire on December 31, 2014.

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(8) These warrants were issued in connection with the February 2013 financing. They are voluntarily exercisable, have an exercise price of $0.70 per share and expire on February 19, 2020.

(9) These warrants were issued in connection with the February 2013 financing, have an exercise price of $0.70 per share, and expire on February 19, 2018. They are only exercisable if the JPNT Note remains outstanding on or after 04-28-2015 (50% of total) and 04-15-2016 (remainder).

(10) These warrants were issued in connection with the February 2013 financing. They are voluntarily exercisable, have an exercise price of $0.70 per share, and expire on February 19, 2020.

(11) These warrants were issued in connection with the February 2013 registered direct offering. They are voluntarily exercisable, have an exercise price of $0.75 per share, and expire on February 22, 2018.

(12) These warrants were issued to the placement agent in connection with the February 2013 registered direct offering. They are exercisable on or after August 21, 2013, have an exercise price of $0.66 per share, and expire on February 22, 2018.

(13) These warrants were issued to a consultant in exchange for services provided. They are voluntarily exercisable, have an exercise price of $1.50 per share, and expire on February 24, 2014. There is no call provision associated with these warrants.

(14) These options were issued under the Company’s shareholder approved Long-Term Incentive Plan.

Lincoln Park Transaction

On February 18, 2013, Cytomedix entered into a purchase agreement (the “Purchase Agreement”), together with a registration rights agreement (the “Registration Rights Agreement”), with Lincoln Park Capital Fund, LLC (“Lincoln Park”). Under the terms and subject to the conditions of the Purchase Agreement, the Company has the right to sell to and Lincoln Park is obligated to purchase up to $15 million in shares of the Company’s common stock (“Common Stock”), subject to certain limitations, from time to time, over the 30-month period commencing on the date that a registration statement, which the Company agreed to file with the Securities and Exchange Commission (the “SEC”) pursuant to the Registration Rights Agreement, is declared effective by the SEC and a final prospectus in connection therewith is filed. The Company may direct Lincoln Park every other business day, at its sole discretion and subject to certain conditions, to purchase up to 150,000 shares of Common Stock in regular purchases, increasing to amounts of up to 200,000 shares depending upon the closing sale price of the Common Stock. In addition, the Company may direct Lincoln Park to purchase additional amounts as accelerated purchases if on the date of a regular purchase the closing sale price of the Common Stock is not below $1.00 per share. The purchase price of shares of Common Stock related to the future funding will be based on the prevailing market prices of such shares at the time of sales (or over a period of up to 12 business days leading up to such time), but in no event will shares be sold to Lincoln Park on a day the Common Stock closing price is less than the floor price of $0.45 per share, subject to adjustment. The Company’s sales of shares of Common Stock to Lincoln Park under the Purchase Agreement are limited to no more than the number of shares that would result in the beneficial ownership by Lincoln Park and its affiliates, at any single point in time, of more than 9.99% of the then outstanding shares of the Common Stock.

In connection with the Purchase Agreement, the Company issued to Lincoln Park 375,000 shares of Common Stock and is required to issue up to 375,000 additional shares of Common Stock pro rata as the Company requires Lincoln Park to purchase the Company’s shares under the Purchase Agreement over the term of the agreement. Lincoln Park represented to the Company, among other things, that it was an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)), and the Company sold the securities in reliance upon an exemption from registration contained in Section 4(2) under the Securities Act. The securities sold may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. The Company has the right to terminate the Purchase Agreement at any time, at no cost or penalty. Actual sales of shares of Common Stock to Lincoln Park under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. There are no trading volume requirements or restrictions under the Purchase Agreement. Lincoln Park has no right to require any sales by the Company, but is obligated to make purchases from the Company as it directs in accordance with the Purchase Agreement. Lincoln Park has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of our shares.

Common Stock and Warrant Registered Offering

On February 19, 2013, the Company entered into securities purchase agreements with certain institutional accredited investors, including certain current shareholders of the Company, to raise gross proceeds of $5,000,000, before placement agent’s fees and other offering expenses, in a registered offering. The Company will issue to the investors units of the Company’s securities consisting, in the aggregate, of 9,090,910 shares of the Company’s common stock and five-year warrants to purchase 6,363,637 shares of common stock. The purchase price paid by investors was $0.55 for each unit. Each warrant is immediately exercisable at $0.75 per share on or after February 22, 2013 and is subject to transfer restrictions, including among others, compliance with the state securities laws. The closing of the offering took place on February 22, 2013. Proceeds from the transaction will be used for general corporate and working capital purposes. The warrants are classified in equity.

Pursuant to the terms of the Placement Agent Agreement, the Company has agreed to pay an aggregate cash fee in the amount of $350,000 (the “Placement Fee”). The Company has also agreed to reimburse up to $52,000 for expenses incurred by the placement agent in connection with the offering. In addition, the Company granted to the placement agent warrants to purchase 136,364 shares of our common stock. The warrants will have the same terms as the investor warrants in this offering, except that the exercise price will be 120% of the exercise price of the investor warrants and may also be exercised on a cashless basis.

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The offering was made pursuant to a shelf registration statement on Form S-3 (SEC File No. 333-183704, the base prospectus originally filed with the SEC on August 31, 2012, as subsequently amended and as supplemented by a prospectus supplement filed with the Securities and Exchange Commission on February 20, 2013).

The securities purchase agreements contain representations, covenants and other provisions customary for the agreements of this nature. In addition, such agreements provide for certain “piggy-back” registrations rights with respect to the Company’s securities (including shares to be issued upon warrant exercises) purchased in the offering by investors that are affiliates of the Company, such that the Company agreed, to the extent such affiliate investors are not able to resell such securities without restriction, to include such securities in its future registration statements, subject to applicable limitations. Also, to the extent that such securities have been not registered at the time the Company is required to file a registration statement in connection with the final milestone event relating to the February 2012 Aldagen acquisition, the affiliate investors will have the right to include such securities in such registration statement.

In connection with this offering, the Company and the Maryland Venture Fund (Maryland Department of Business and Economic Development), an investor in the above referenced offering (“MVF”), in compliance with MVF’s investment policies, agreed to execute a certain Stock Repurchase Agreement which requires the Company to repurchase the MVF’s investment, at MVF’s option, upon certain events outside of the Company’s control; provided, however, that in the event that, at the time of either such event the Company’s securities are listed on a national securities exchange, the foregoing repurchase will not be triggered. The common shares issued to MVF are classified as “contingently redeemable common shares” in the accompanying condensed consolidated balance sheet. The value of the warrants and offering expenses allocable to the contingently redeemable common shares was not material.

MidCap Credit and Security Agreement and Related Agreements

On February 19, 2013, the Company (and its wholly-owned subsidiaries, Aldagen, Inc. and Cytomedix Acquisition Company, LLC) entered into a Credit and Security Agreement (the “Credit Agreement”) with Midcap Financial LLC (“Midcap”), that provides for an aggregate term loan commitments of $7.5 million. The Company received the first tranche of $4.5 million on February 27, 2013. The second tranche of $3.0 million may be advanced to the Company, at the Company’s discretion, upon satisfaction of the following conditions: (i) if the Company achieves certain performance milestones for 2013 and (ii) raises an amount of not less than $5.0 million in the aggregate from (a) equity investors, and/or (b) partnership proceeds on or before July 31, 2013 (the “Capital Raise Event”).

The term loan will mature on August 19, 2016, and will be repaid on a straight-line amortization basis, with the first twelve months being an interest-only period and commencing on the thirteenth month the principal on both the first tranche and, if applicable, on the second tranche, will be amortized in equal monthly amounts through the maturity date.

In connection with the foregoing loan facility, the Company issued MidCap a seven-year warrant to purchase 1,079,137 shares of the Company’s common stock at the warrant exercise price of $0.70 per share. The exercise price and the number of shares issuable upon exercise of the warrant is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common stock, and also upon any distributions of assets, including cash, stock or other property to the Company’s stockholders. The warrant contains a cashless exercise provision. The warrant is not and will not be listed on any securities exchange or automated quotation system. MidCap is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)), and the Company sold the securities in reliance upon an exemption from registration contained in Section 4(2) under the Securities Act. The securities sold may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Interest on the outstanding balance of the term loan is payable monthly in arrears at an annual rate of the one-month London Interbank Offered Rate (LIBOR), plus 8.0%, subject to a LIBOR floor of 3%, and is calculated on the basis of the actual number of days elapsed in a 360 day year. In the event the term loan is prepaid by the Company prior to the end of its term, the Company will be required to pay to MidCap a fee equal to an amount determined by multiplying the outstanding amount on the loan by 5% in the first year, 3% in the second year and 1% after that.

Amounts borrowed under the Credit Agreement are secured by a first priority security interest on all existing and after-acquired assets of the Company, including the intellectual property of the Company and its subsidiaries.

The Credit Agreement contains events of default and remedies customary for loan transactions of this sort including, among others, those related to a default in the payment of principal or interest, a material inaccuracy of a representation or warranty, a default with regard to performance of certain covenants, a material adverse change (as defined in the Credit Agreement) occurs, and certain change of control events. In addition, the failure to consummate the Capital Raise Event constitutes an event of default under the Credit Agreement. The Company would also be in default under the Credit Agreement in the event of certain withdrawals, recalls, adverse test results or enforcement actions with respect to the Company’s products. Upon the occurrence of a default, in some cases following a notice and cure period, MidCap may accelerate the maturity of the loans and require the full and immediate repayment of all borrowings under the Credit Agreement. The Credit Agreement also contains financial and customary negative covenants, including with respect to the Company’s ability to sell, lease, transfer, assign, grant a security interest in or otherwise dispose of its assets except in the ordinary course of business, or incur additional indebtedness.

The Company plans to use the funds for general corporate and working capital purposes.

Release of the Worden Security Interest in the Licensed Patents

On February 19, 2013, the Company and Charles E. Worden Sr., an individual holder of security interest in patents pursuant to the Substitute Royalty Agreement, dated November 4, 2001 (the “SRA”), executed an Amendment to the SRA (the “SRA Amendment”) for the purposes of terminating and releasing the security interest and the reversionary interest under the terms of the SRA in exchange for the following consideration: (i) a one-time cash payment of $500,000 (to replace all future minimum monthly royalty payments), (ii) issuance of 250,000 shares of the Company’s common stock (the “Worden Shares”), and (iii) grant of the right to acquire up to 250,000 shares of the Company’s common stock pursuant to a seven-year warrant with the exercise price of $0.70 per share (the “Worden Warrant”). In addition, under the terms of the Amendment, Mr. Worden’s future annual royalty stream limitation was increased from $600,000 to $625,000. The exercise price and the number of shares issuable upon exercise of the Worden Warrant is subject to standard anti-dilution provisions. The Worden Warrants contain provisions that are customary for the instruments of this nature, including, among others, a cashless exercise provision. The warrants are classified as equity.

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Mr. Worden is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and the Company therefore sold the Worden Shares and the Worden Warrant in reliance upon an exemption from registration contained in Section 4(2) under the Securities Act. The securities sold may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

JP Nevada Trust Note Amendment

On February 19, 2013, the Company and its wholly-owned subsidiary, Cytomedix Acquisition Company, LLC, the holder of the April 28, 2011 $2.1 million secured promissory note (the “JP Trust Note”), JP’s Nevada Trust (the “Lender”), agreed, in consideration for subordination of its security interest under the JP Trust Note to that of MidCap pursuant to the terms of the Subordination Agreement, to amend the JP Trust Note to (i) extend the maturity date of such note to November 19, 2016 and (ii) expand the Lender’s second lien security interest under the Note to include the assets of the Company and Aldagen, Inc., the Company’s wholly-owned subsidiary, in addition to the previously secured assets of Cytomedix Acquisition Company, LLC. The parties also agreed to amend the vesting schedule on the Lender’s warrants issued by the Company in April 2011 such that the remaining 250,000 warrant shares are exercisable immediately. Finally, the Company agreed to issue the Lender a new warrant to purchase up to 266,666 shares at an exercise price of $0.70 per share vesting as follows: (i) 133,333 shares may be exercised only if the JP Trust Note has not been paid by the fourth anniversary of its issuance, and (ii) the remaining 133,333 shares may be exercised only if the JP Trust Note has not been paid by the fifth anniversary of its issuance.

As disclosed in the Company’s Current Report on Form 8-K relating to the original issuance of the JP Trust Note, the Company’s payment obligations with respect to $1.4 million under the JP Trust Note were guaranteed by certain insiders, affiliates, and shareholders of the Company, including David E. Jorden, Chairman of the Board of the Company (the “Guarantors”). In light of the foregoing changes to the Lender’s warrant vesting schedule and issuance of new warrants the Lender, as described above, the disinterested members of the Board also: (i) reviewed and approved amendments to the warrant vesting schedule on the Guarantors’ warrants (including those held by Mr. Jorden) issued by the Company in April 2011 such that the remaining 500,000 warrant shares are exercisable immediately and (ii) granted the right to the Guarantors to acquire up to 533,334 shares of the Company’s common stock pursuant to warrants at the exercise price of $0.70 per share, vesting as follows: (i) 266,667 warrant shares may be exercised only if the JP Trust Note has not been prepaid by the fourth anniversary of its issuance, and (ii) the remaining 266,667 shares may be exercised only if the JP Trust Note has not been paid by the fifth anniversary of its issuance (including 107,143 of the previously issued warrants held by Mr. Jorden, which will now vest immediately, and (i) 57,143 of his warrant shares may be exercised only if the JP Trust Note has not been paid by the fourth anniversary of its issuance, and (ii) the remaining 57,143 shares may be exercised only if the JP Trust Note has not been paid by the fifth anniversary of its issuance).

The warrant was sold in a transaction exempt from registration under the Securities Act of 1933, in reliance on Section 4(2) thereof. The Lender and each of the Guarantors are “accredited investors” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and the Company sold the securities in reliance upon an exemption from registration contained in Section 4(2) and Rule 506 under the Securities Act. The securities sold may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

JMJ Financial Note Amendment and Subordination

On February 19, 2013, the Company and JMJ Financial (“JMJ”), the holder of certain convertible promissory notes issued by the Company (together, the “JMJ Notes”), agreed, in consideration of the subordination of JMJ’s rights and remedies under the JMJ Note to that of MidCap pursuant to the terms of the certain Subordination Agreement (the “JMJ Subordination Agreement”), to amend the JMJ Notes to extend the maturity date of the JMJ Notes to the later of (i) three years from the effective date of such notes or (ii) the date that is one business day following the date the MidCap loan is paid in full. In addition, JMJ converted $100,000 of the outstanding balance on one of the JMJ Notes into shares of the Company’s common stock and the Company remitted a payment in the amount of $370,000 to partially satisfy one of the JMJ Notes, with approximately $750,000 of the JMJ Notes to remain currently outstanding.

Note 15 — Supplemental Cash Flow Disclosures — Non-Cash Transactions

Non-cash transactions for the three months ended March 31, 2013 include:

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	2013
Conversion of convertible debt to common stock	$	75,335
Common Stock issued for committed equity financing facility		262,500
Increase in fair value of embedded conversion option upon modification of convertible debt		151,032
Warrants issued for loan modification		151,758
Warrants issued for term loan		568,324
Issuance of Common Stock and warrants for release of security interest in patents		325,693
Obligation to issue shares for professional services		17,850
Warrants issued to investors in connection with the registered direct offering		3,601,354
Warrants issued to placement agent in connection with the registered direct offering		75,981

Note 16 — Commitments and Contingencies

Under the Company’s plan of reorganization upon emergence from bankruptcy in July 2002, the Series A Preferred stock and the dividends accrued thereon that existed prior to emergence from bankruptcy were to be exchanged into one share of new Common stock for every five shares of Series A Preferred stock held as of the date of emergence from bankruptcy. This exchange was contingent on the Company’s attaining aggregate gross revenues for four consecutive quarters of at least $10,000,000 and if met would result in the issuance of 325,000 shares of the Company’s Common stock. The Company reached such aggregate revenue levels as of the end of the quarter ended June 30, 2012 and, as a result, expensed approximately $471,000 related to the resolution of the contingency. The expense amount, classified as other expenses in the accompanying condensed consolidated statement of operations, represents the fair value of 325,000 shares of the Company’s Common stock to be issued to former Series A Preferred Stock holders at prescribed times over the next 12 months. The Common stock issuable is classified as equity.

Aldagen’s former investors have the right to receive up to 20,309,723 shares of the Company’s common stock, contingent upon the achievement of certain milestones related to the current ALD-401 Phase 2 clinical trial. In February 2013, the Company and former Aldagen shareholders modified the terms of the contingent consideration. As a result of the amendment, approximately $1,006,000 was recognized as operating expense with the offset to equity.

In conjunction with its FDA clearance, the Company agreed to conduct a post-market surveillance study to further analyze the safety profile of bovine thrombin as used in the AutoloGel ^TM System. This study was estimated to cost between $500,000 and $700,000 over a period of several years, which began in the third quarter of 2008. As of March 31, 2013, approximately $360,000 had been incurred. Since the inception of this study, the Company has enrolled 120 patients, noting no adverse events. Based on the additional positive safety data, the Company has suspended further enrollment in this study pending further discussion with the FDA.

In July 2009, in satisfaction of a new Maryland law pertaining to Wholesale Distributor Permits, the Company established a Letter of Credit, in the amount of $50,000, naming the Maryland Board of Pharmacy as the beneficiary. This Letter of Credit serves as security for the performance by the Company of its obligations under applicable Maryland law regarding this permit and is collateralized by a Certificate of Deposit (“CD”) purchased from the Company’s commercial bank. The CD bears interest at an annual rate of 0.20% and matures on June 24, 2013.

In connection with this offering, the Company and the Maryland Venture Fund (Maryland Department of Business and Economic Development), an investor in the above referenced offering (“MVF”), in compliance with MVF’s investment policies, agreed to execute a certain Stock Repurchase Agreement which requires the Company to repurchase the MVF’s investment, at MVF’s option, upon certain events outside of the Company’s control; provided, however, that in the event that, at the time of either such event the Company’s securities are listed on a national securities exchange, the foregoing repurchase will not be triggered. The common shares issued to MVF are classified as “contingently redeemable common shares” in the accompanying condensed consolidated balance sheet. The value of the warrants and offering expenses allocable to the contingently redeemable common shares was not material. Upon the termination of the stock repurchase agreement or the sale of the stock by MVF, the temporary equity will be re-classed to permanent equity.

The Company’s primary office and warehouse facilities are located in Gaithersburg, Maryland, and comprise approximately 7,200 square feet. This facility falls under two leases with monthly rent, including our share of certain annual operating costs and taxes, at approximately $6,00 and $4,000 per month with the leases expiring December 2013 and August 2017, respectively. The Company also leases a 16,300 square foot facility located in Durham, North Carolina. This facility falls under two leases with monthly rent, including our share of certain annual operating costs and taxes, at approximately $11,000 and $6,000 per month with the lease expiring April 30 and December 31, 2013, respectively.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains forward-looking statements regarding Cytomedix, Inc. (“Cytomedix,” the “Company,” “we,” “us,” or “our”) and our business, financial condition, results of operations and prospects within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include those that express plans, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact. These forward-looking statements are based on our current expectations and projections about future events and they are subject to risks and uncertainties known and unknown that could cause actual results and developments to differ materially from those expressed or implied in such statements. Although forward-looking statements in this Quarterly Report reflect the good faith judgment of our 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, our 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 our expectations will materialize. Many factors could cause actual results to differ materially from our forward looking statements. Other unknown, unidentified or unpredictable factors could materially and adversely impact our future results. You should read the following discussion and analysis in conjunction with our unaudited financial statements contained in this report, as well as the audited financial statements, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012. The Company undertakes no obligation to update the forward-looking statements contained in this report to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as may occur as part of its ongoing periodic reports filed with the SEC. Given these uncertainties, the reader is cautioned not to place undue reliance on such statements.

Description of the Business

Corporate Overview

Cytomedix, Inc. (“Cytomedix,” the “Company,” “we,” “us,” or “our”) is a regenerative therapies company marketing and developing products within the U.S. and internationally. We commercialize innovative cell-based technologies that harness the regenerative capacity of the human body to trigger natural healing. The use of autologous (from self) biological therapies for tissue repair and regeneration is part of a transformative clinical strategy designed to improve long term recovery in complex chronic conditions with significant unmet medical needs. We currently have a growing commercial operation, and a robust clinical pipeline representing a logical extension of our commercial technologies in the evolving field of regenerative medicine.

Our current commercial offerings are centered on our point of care platform technologies for the safe and efficient separation of blood and bone marrow to produce platelet based therapies or cell concentrates. Today, we promote two distinct platelet rich plasma (PRP) technologies, the AutoloGel System for wound care and the Angel concentrated Platelet Rich Plasma (cPRP) System in orthopedics and cardiovascular markets. Our sales are predominantly (approximately 82%) in the United States, where we sell our products through a combination of direct sales representatives and independent sales agents. Commercial growth drivers in the U.S. include Medicare coverage for the treatment of chronic wounds under a National Coverage Decision allowing Coverage with Evidence Development (CED), and the patient driven private pay PRP business in orthopedics and aesthetics. In Europe, the Middle East, Canada, and Australia we have a network of experienced distributors covering key markets.

Our clinical pipeline includes the ALDH ^br cell-based therapies (“Bright Cells”), acquired through the February 2012 acquisition of Aldagen, Inc., a privately held biopharmaceutical company and the expansion of the Angel System for use in other clinical indications. Cytomedix has a strong and growing patent portfolio intended to drive value by facilitating and protecting leading market positions for our commercial products, attracting strategic partners, and generating revenue via out-licensing agreements.

The AutoloGel ^TM System

The AutoloGel System is a point of care device for the production of a platelet based bioactive therapy derived from a small sample of the patient’s own blood. AutoloGel is cleared by the FDA for use on a variety of exuding wounds and is currently marketed in the $2.3 billion U.S. chronic wound market. The most significant growth driver for AutoloGel ^TM is the 2012 National Coverage Decision from the Centers for Medicare and Medicaid Services (CMS) to provide CED and thereby reversing a twenty year old non-coverage decision for autologous blood products used in wound care. Using the patient’s own platelets as a therapeutic agent, AutoloGel harnesses the body’s natural healing processes to deliver growth factors, chemokines and cytokines known to promote angiogenesis and to regulate cell growth and the formation of new tissue. Once applied to the prepared wound bed, the biologically active platelet gel can restore the balance in the wound environment to transform a non-healing wound to a wound that heals naturally. There have been nine peer-reviewed scientific and clinical publications demonstrating the effectiveness of AutoloGel in the management of chronic wounds since the device and gel was cleared by the FDA in 2007.

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A national coverage decision providing CED for autologous PRP was issued by CMS in August 2012. Since 1992, the CMS had maintained a national non-coverage determination for autologous blood derived products in wound care. This severely restricted the markets which AutoloGel could address commercially. In late 2011, based on a significant quantity of additional positive data regarding the effectiveness of AutoloGel, CMS accepted a request presented by Cytomedix and key opinion leaders in wound care to reconsider its non-coverage determination. On August 2, 2012, based on the submission of published data and the receipt of supportive public feedback, CMS issued a final National Coverage Determination (“NCD”) for autologous blood-derived products for chronic non-healing wounds. In this final decision memo, CMS confirmed coverage for autologous platelet rich plasma (“PRP”) in patients with diabetic, pressure and/or venous wounds via its CED program. CED is a process through which CMS provides reimbursement for items and services while generating additional clinical data to demonstrate the impact on health outcomes. This determination provides for an appropriate research study with practical study designs that we believe will demonstrate that patients treated with AutoloGel experience positive and clinically significant health outcomes. We believe the achievement of coverage by CMS is a significant development which will positively impact sales revenue and our ability to secure a strategic partner for the broad commercialization of AutoloGel. On March 1, 2013, CMS approved the clinical outcomes in the CED protocols submitted by the Company. This approval allows the Company to begin promoting and rolling out the protocols, and assures that physicians will be reimbursed for AutoloGel when used to treat Medicare beneficiaries.

We continue to make progress on a next generation AutoloGel PRP Preparation device, enhancing the separation of blood components to provide the added convenience and effectiveness that treating clinicians are looking for at the point of care. Importantly, the new device allows for the whole blood collection and the separation of the platelet rich plasma to be accomplished with a single specially designed closed syringe system that maintains an aseptic environment. This streamlines the process and improves safety and ease-of-use. The sterilization studies are complete. We expect to file a 510(k) application with the FDA in 2013 upon the completion of platelet characterization and validation studies.

The Company is currently pursuing potential partnerships and commercial agreements for the product with interested parties.

Angel Product Line

The Angel cPRP System, acquired from Sorin USA, Inc. (“Sorin”) in April 2010, is designed for single patient use at the point of care, and provides a simple yet flexible means for producing quality PRP and platelet poor plasma (“PPP”) from whole blood or bone marrow. The Angel concentrated Platelet Rich Plasma (cPRP) System is a multi-functional cell separation device which produces concentrated platelet rich plasma for use in the operating room and clinic and is used in a range of orthopedic and cardiovascular indications. Similar to the AutoloGel System, the Angel System is a point of care device for the production of a concentrated, aseptic platelet-based bioactive therapy derived from a small sample of the patient’s own blood. The resulting cPRP is applied at the site of injury to promote healing. Market growth and adoption of the technology is driven by a rapidly expanding base of scientific and clinical literature supporting its use and reports in the popular press of athletes benefitting from treatment. PRP is one of the fastest growing segments in the $1.7 billion U.S. orthobiologics market. An additional indication from the FDA for processing bone marrow and additional sales resources is expected to contribute to the sales growth of Angel. The addition of an indication to process bone marrow, based on a 510(k) clearance from FDA achieved in 2012, should provide a safe alternative to bone morphogenic protein (BMP) solutions used in orthopedic surgery. There can be no assurance given as to the timing or extent of such indication.

We have grown worldwide sales of Angel steadily since acquiring the product line in April 2010 and expect for this trend to continue. Sales growth to date has been driven by competitive advantages that include flexible PRP volumes, adjustable hematocrit levels, high platelet yields, reduction in pro-inflammatory cells, rapid processing time, and safety. After acquiring Angel, we successfully worked to ensure that we did not experience any net attrition of sales and any major supply chain interruptions, and our integration and transition efforts are now complete. Our focus is on growing sales in both the U. S. and international markets, and seeking efficiencies in the supply chain. We expect that future sales growth of these products will be driven through a combination of a focused marketing effort, strengthened distributor relationships, expanded indications, and direct sales. We expect our international distributors to drive increased sales in the coming quarters. In the long term, we expect new technology applications for Angel and expansion into other surgical and orthopedic applications will provide future growth opportunities.

In November 2012, we obtained a second 510(k) clearance for our Angel cPRP System for processing a mixture of blood and bone marrow aspirate. The 510(k) clearance for bone marrow aspirate processing increases our ability to support and advance markets within personalized regenerative medicine. Samples of bone marrow aspirate are routinely collected using a needle to obtain a small amount of the soft sponge like fluid found inside of bones. Aspirated bone marrow is frequently used with bone grafting procedures to treat conditions associated with bone loss and delayed union and nonunion fractures. In the U.S., approximately 400,000 spinal fusion procedures are performed each year and the application of bone marrow or bone marrow concentrates has been the historical gold standard. Concentrated PRP produced from blood and bone marrow may be used in up to 90% of spinal fusion procedures. The biologics market associated with spinal fusion procedures is approximately $700 million annually.

The Angel product line also includes ancillary products such as phlebotomy and applicator supplies, and activAT®. activAT is designed to produce autologous thrombin serum from platelet poor plasma and is sold exclusively in Europe and Canada, where it provides a safe alternative to bovine-derived products.

ALDH ^br Cell Technology and Development Pipeline

The ALDH ^br (Bright Cell) technology is a novel approach to cell-based regenerative medicine and a logical extension of our commercial technologies in the evolving regenerative medicine market, with potential clinical indications in large markets with significant unmet medical needs such as peripheral arterial disease and ischemic stroke. The Bright Cell technology is unique in that it utilizes an intracellular enzyme marker to facilitate fractionation of essential regenerative cells from a patient’s bone marrow. This core technology was originally licensed by Aldagen from Duke University and Johns Hopkins University. The proprietary bone marrow fractionation process identifies and isolates active stem and progenitor cells expressing high levels of the enzyme aldehyde dehydrogenase, or ALDH, which is a key enzyme involved in the regulation of gene activities associated with cell proliferation and differentiation. These autologous, selected biologically instructive cells have the potential to promote the repair and regeneration of multiple types of cells and tissues, including the growth of new blood vessels, or angiogenesis, which is critical to the generation of healthy tissue. We acquired the Bright Cell technology with the acquisition of Aldagen in February 2012 in an all equity transaction valued, based on our volume weighted common stock price at the time of acquisition, at approximately $40 million in up-front and contingent consideration.

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Our lead product candidate, ALD-401, is an autologous preparation of Bright Cells for the post-acute treatment of ischemic stroke. ALD-401 is currently being evaluated in the RECOVER-Stroke clinical study, an ongoing 100-patient, double-blind, placebo-controlled Phase 2 study in patients with unilateral, cerebral ischemic stroke with an NIH stroke scale score of less than 22. In this study a single infusion of ALD-401 is delivered via the carotid artery, 13 to 19 days post the ischemic event. The trial is being conducted at up to 15 sites in the U.S. The primary endpoint of the trial is safety and the efficacy endpoint is post-stroke recovery of neural function based on the modified Rankin Scale at three months post treatment.

In May 2012, we completed the initial safety stage of the study. The independent Data Safety Monitoring Board (DSMB) reviewing the safety data recommended that the Phase 2 trial of ALD-401 can continue as designed. Additional DSMB reviews are scheduled upon enrollment of 30 and 60 patients per the clinical protocol. We are in the process of expanding the study beyond the current 9 active sites. We expect to complete enrollment and have top-line data in the first half of 2014.

In July 2012, we announced the initiation of a Phase 1 clinical study with ALD-451, an autologous preparation of Bright Cells, in brain cancer patients in collaboration with Duke University Medical Center. The open-label study will enroll up to 12 patients and is intended to demonstrate the feasibility and safety of ALD-451 when administered intravenously in patients with World Health Organization grade IV malignant glioma following surgery, radiation therapy and treatment with temozolomide. The trial is anticipated to provide an initial description of the effects of ALD-451 on neurocognition. The clinical study is open for enrollment having received Investigational New Drug approval from the FDA and Investigational Review Board clearance from Duke University Medical Center. Cytomedix will be responsible for manufacturing ALD-451 for the clinical trial. Duke University Medical Center, through the Robertson Clinical & Translational Cell Therapy Program, will fund the trial and be responsible for all other aspects of the study.

An additional product candidate, ALD-301, is in clinical development for peripheral arterial disease (PAD), a condition causing reduced flow of blood and oxygen to muscles in the leg. We have completed a Phase 1/2 study of autologous ALD-301 in critical limb ischemia (CLI), a late stage condition caused by PAD. The results showed improvement in limb perfusion as well as improvements in key parameters measuring CLI severity, and was published in the journal Catheterization and Cardiovascular Interventions. In December 2012, we announced the signing of an agreement with NIH to collaborate on a Phase 2 clinical study in patients with intermittent claudication (IC), an earlier stage condition caused by PAD and often a precursor to CLI. The study is being funded by National Heart, Lung and Blood Institute of the U.S. National Institutes of Health and managed by the Cardiovascular Cell Therapy Research Network (CCTRN), which is also responsible for enrolling patients. The CCTRN is a network that includes seven centers in the United States with experience and expertise in stem cell clinical trials studying treatments for cardiovascular and related diseases.

The Phase 2 PACE ( P atients with Intermittent Claudication Injected with A LDH Bright Ce lls) study is an 80 patient, double-blind, placebo-controlled clinical trial intended to demonstrate the safety and efficacy of ALD-301 in patients diagnosed with IC. The primary endpoints of the study are safety and the change in peak walking time at 6 months compared to baseline. Additionally, changes in leg collateral arterial anatomy, calf muscle blood flow, and tissue perfusion as determined by magnetic resonance imaging (MRI) will be examined. These novel MRI techniques are incorporated into the study to assess perfusion, providing a unique set of data potentially supporting the angiogenic mechanism of Bright Cells. The clinical study has received Investigational New Drug approval from the FDA and is expected to begin enrollment in the second quarter of 2013 upon the Investigational Review Board approvals from the participating centers. We expect to complete enrollment by the first quarter of 2014 and to have top-line data approximately seven months following completion of enrollment.

Comparison of Operating Results for the Three-Month Periods Ended March 31, 2013 and 2012

Certain numbers in this section have been rounded for ease of analysis.

Product sales continued along a steady growth trend, with total product sales of nearly $2.3 million in the first quarter of 2013.

Our revenues will be insufficient to cover our operating expenses in the near term. Operating expenses primarily consist of employee compensation, professional fees, consulting expenses, clinical trial costs, and other general business expenses such as insurance, travel related expenses, and sales and marketing related items. Operating expenses have risen to support the continuing growth of product sales, our substantial efforts with regard to Medicare reimbursement for AutoloGel, and the more recent ALD-401 phase II clinical trial involving patients with ischemic stroke. We therefore expect losses to continue for the foreseeable future.

Revenues

Revenues decreased $699,000 (23%) to $2,317,000 comparing the three months ended March 31, 2013 to the same period last year. The decrease was mostly due to license fee revenue of $1,330,000 recognized in 2012 with respect to an option agreement with a top 20 global pharmaceutical company. In August 2012, the parties agreed to the termination of the option agreement and, accordingly, all revenue associated with the license fees had been recognized. Increased product sales of approximately $567,000 partly offset the decrease in license fee revenue. Increased sales were primarily due to an increase in Angel sales of $600,000 or 40%.

Gross Profit

Gross profit decreased $1,123,000 (52%) to $1,045,000 comparing the three months ended March 31, 2013 to the same period last year. The decrease was primarily due to approximately $1.3 million in licensing revenue associated with the option agreement with the top 20 global pharmaceutical company offset by increased profit on product sales.

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Overall gross margin decreased to 45% from 72% while gross margin on product sales fell to 44% from 50% comparing the three months ended March 31, 2013 to the same period last year. The license fee recorded in the first quarter of 2012 had no associated cost of revenue and was the primary reason for the decline in overall gross margin. Sales on lower margin products, specifically, Angel machines sold to international distributors, made up a more significant portion of the product mix. This, along with the medical device excise tax which took effect in 2013, resulted in a decrease in gross margin on product sales.

Operating Expenses

Operating expenses increased $1,160,000 (24%) to $6,048,000 comparing the three months ended March 31, 2013 to the same period last year. A discussion of the various components of operating expenses follows below.

Salaries and Wages

Salaries and wages decreased $64,000 (3%) to $1,998,000 comparing the three months ended March 31, 2013 to the same period last year. The decrease was primarily due to decreased stock-based compensation expense of approximately $808,000 recognized in 2012 as a result of the Aldagen acquisition offset by increased salaries as a result of additional employees.

Consulting Expenses

Consulting expenses decreased $296,000 (36%) to $534,000 comparing the three months ended March 31, 2013 to the same period last year. The decrease was primarily due to consulting expenses related to the Aldagen acquisition in the first quarter of 2012.

Professional Fees

Professional fees decreased $338,000 (73%) to $125,000 comparing the three months ended March 31, 2013 to the same period last year. The decrease was primarily due to legal and accounting costs related to the Aldagen acquisition.

Research, Development, Trials and Studies

Research, development, trials and studies expenses increased $544,000 (152%) to $902,000 comparing the three months ended March 31, 2013 to the same period last year. The increase was primarily due to research and development costs related to the ALD-401 Phase II clinical trials.

General and Administrative Expenses

General and administrative expenses increased $1,313,000 (112%) to $2,489,000 comparing the three months ended March 31, 2013 to the same period last year. The increase was primarily due to $1,006,000 recognized due to the effect of the amendment to the contingent consideration associated with the Aldagen acquisition. In addition, there were higher travel expenses, personnel placement fees, and rent.

Other Income and Expense

Other expense, net decreased $1,669,000 (83%) to $330,000 comparing the three months ended March 31, 2013 to the same period last year. The decrease was primarily due to approximately $1,500,000 in non-cash inducement expense incurred in 2012 associated with common stock issued to compensate Series D preferred stockholders for forgone preferred dividend payments due to the early conversion of preferred stock incentive warrants issued in exchange for the early exercise of existing warrants. Additionally, there was an approximate $413,000 positive non-cash change in the fair value of derivative liabilities that contributed to the decrease. These amounts were partly offset by an increase in interest expense due to issuance fees related to various financing activities in the first quarter of 2013.

Liquidity and Capital Resources

Since inception we have incurred, and continue to incur significant losses from operations. Although our acquisition of Aldagen was an all equity transaction, the on-going Phase II study and general corporate activities related to the further development of the ALDH^br (Bright Cell) technology will increase our operational expenditures over the next year. Historically, we have financed our operations through a combination of the sale of debt, equity and equity-linked securities, licensing, royalty, and product revenues. The Company’s commercial products are currently generating approximately $9 million in revenue per year on a run-rate basis. The Company needs to sustain and grow these sales to meet its business objectives and satisfy its cash requirements.

At March 31, 2013, we had approximately $7.2 million cash. In February 2013, we entered into several financing transactions, as more fully described below. As such, we believe we will have sufficient cash to sustain the Company at least through 2013. However, we will require additional capital to finance the further development of our business operations, in particular the completion of the Phase II RECOVER Stroke trial, beyond that point.

On February 18, 2013, the Company entered into a purchase agreement, together with a registration rights agreement, with Lincoln Park Capital, LLC (“LPC”). Under this agreement, the Company has the right to sell to and LPC is obligated to purchase up to $15 million in shares of the Company’s common stock, subject to certain limitations, from time to time, over the 30-month period commencing on the date that a registration statement is declared effective by the SEC and a final prospectus in connection therewith is filed (expected to occur in the second quarter of 2013). Given the parameters within which the Company may draw down from LPC, there is no assurance that the amounts available from LPC will be sufficient to fund our future operational cash flow needs.

On February 19, 2013, the Company entered into securities purchase agreements with certain institutional accredited investors in addition to a Credit and Security Agreement with Midcap Financial LLC.

In the first quarter of 2013, the Company raised gross proceeds of $5,000,000, before placement agent’s fees and other offering expenses, in a registered offering. The offering was made pursuant to a shelf registration statement on Form S-3 (SEC File No. 333-183704, the base prospectus originally filed with the SEC on August 31, 2012, as subsequently amended and as supplemented by a prospectus supplement filed with the Securities and Exchange Commission on February 20, 2013). Proceeds from the transaction will be used for general corporate and working capital purposes.

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The Midcap Credit and Security Agreement provides for aggregate term loan commitments of $7.5 million. The Company received the first tranche of $4.5 million on February 27, 2013. The second tranche of $3.0 million may be advanced to the Company, at the Company’s discretion, upon satisfaction of the following conditions: (i) if the Company achieves certain performance milestones for 2013 and (ii) raises an amount of not less than $5.0 million in the aggregate from (a) equity investors, and/or (b) partnership proceeds on or before July 31, 2013. The term loan will mature on August 19, 2016, and will be repaid on a straight-line amortization basis, with the first twelve months being an interest-only period and commencing on the thirteenth month the principal on both the first tranche and, if applicable, on the second tranche, will be amortized in equal monthly amounts through the maturity date.

We continue to have exploratory conversations with large companies regarding their interest in our various products and technologies. We will seek to leverage these relationships if and when they materialize to secure further non-dilutive sources of funding. There is no assurance that we will be able to secure such relationships or, even if we do, the terms will be overwhelmingly favorable to us.

If significant amounts of capital infusion are not available to the Company from future strategic partnerships or under the Lincoln Park agreement, additional funding will be required for the Company to pursue all elements of its strategic plan. Specific programs that may require additional funding include, without limitation, continued investment in the sales, marketing, distribution, and customer service areas, further expansion into the international markets, completion of the ongoing Phase 2 RECOVER Stroke trial, significant new product development or modifications, and pursuit of other opportunities. We would likely raise such additional capital through the issuance of our equity or equity-linked securities, which may result in significant additional dilution to our investors. The Company’s ability to raise additional capital is dependent on, among other things, the state of the financial markets at the time of any proposed offering. To secure funding through strategic partnerships, it may be necessary to partner one or more of our technologies at an earlier stage of development, which could cause the Company to share a greater portion of the potential future economic value of those programs with its partners. There is no assurance that additional funding, through any of the aforementioned means, will be available on acceptable terms, or at all. If adequate capital cannot be obtained on a timely basis and on satisfactory terms, the Company’s operations could be materially negatively impacted.

Net cash provided by (used in) operating, investing, and financing activities for the three months ended March 31, 2013 and 2012 were as follows:

	March 31,			March 31,
	2013			2012
	(in millions)
Cash flows used in operating activities	$	(4.2	)	$	(0.5	)
Cash flows used in investing activities	$	—		$	(0.1	)
Cash flows from financing activities	$	8.8		$	6.9

Operating Activities

Cash used in operating activities in 2013 of $4.2 million primarily reflects our net loss of $5.4 million adjusted by $1.0 million increase due to the non-cash effect of the amendment to the contingent consideration, a $0.3 million increase for depreciation and amortization, a $0.3 million increase due to the non-cash effect of the issuance of warrants for the term loan modification, and a $0.5 million decrease for changes in assets and liabilities. The $0.5 million decrease due to changes in assets and liabilities, in part reflects a net $0.5 million decrease due to a prepayment of royalties for the release of security interest in patents.

Cash used in operating activities in 2012 of $0.5 million primarily reflects our net loss of $4.7 million adjusted by $1.5 million increase for non-cash inducement expense associated with warrant exercise agreements, a $1.2 million increase for stock-based compensation, a $0.9 million increase for changes in assets and liabilities, a $0.2 million increase for depreciation and amortization, a $0.2 million increase for change in derivative liabilities, and a $0.2 million increase for non-cash interest expense. The $0.9 million increase due to changes in assets and liabilities, in part reflects a net $1.2 million increase in deferred revenue due to receipt of a $2.5 million non-refundable option fee received from a potential global pharmaceutical partner.

Investing Activities

Cash used in investing activities in 2013 and 2012 primarily reflects the net activity of purchases and sales of Angel and AutoloGel centrifuge equipment.

Financing Activities

In 2013, we raised $5.0 million, before placement agent fees and offering expenses, through the issuance of common stock and received $4.5 million from a term loan. This was offset by $0.3 million in debt issuance costs and a $0.3 million cash repayment of our convertible debt.

In 2012, we raised $6.0 million through the issuance of common stock ($5.0 million of which was sold to existing Aldagen investors, concurrent with the acquisition of Aldagen), and received $1.1 million from warrant exercises. This was offset by a $0.2 million cash payment for the redemption of Series A and B Convertible Preferred Stock and the satisfaction of accrued but unpaid dividends thereon.

Off Balance Sheet Arrangements

As of March 31, 2013 we had no off-balance sheet arrangements.

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Contractual Obligations

The following are our contractual obligations at March 31, 2013:

	Payments due by December 31,
Contractual obligations at December 31, 2012	Total		2013		2014		2015		2016		2017		Thereafter
	(in thousands)
Long-Term debt (1)	$	8,639	$	571	$	2,194	$	2,298	$	3,576	$	-	$	-
Operating leases		331		155		48		48		48		32		-
Purchase obligations		646		343		303		-		-		-		-
	$	9,616	$	1,069	$	2,545	$	2,346	$	3,624	$	32	$	-

(1) Includes interest expense.

In addition to the obligations above, at March 31, 2013, we have approximately $676,000 of convertible debt. We are not certain as to when the amount will be settled.

Critical Accounting Policies

In preparing our condensed consolidated financial statements, we make estimates and assumptions that can have a significant impact on our financial position and results of operations. The application of our critical accounting policies requires an evaluation of a number of complex criteria and significant accounting judgments by us. In applying those policies, our management uses its judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions. We have identified the following policies as critical to our business operations and the understanding of our results of operations. For further information on our critical and other significant accounting policies, see our Annual Report on Form 10-K for the year ended December 31, 2012.

Basic and Diluted Loss Per Share

We compute basic and diluted net loss per common share using the weighted-average number of shares of common stock outstanding during the period. During periods of net losses, shares associated with outstanding stock options, stock warrants, convertible preferred stock, and convertible debt are not included because the inclusion would be anti-dilutive (i.e., would reduce the net loss per share). The total numbers of such shares excluded from the calculation of diluted net loss per common share were 27,345,975 for the three months ended March 31, 2013, and 22,739,002 for the three months ended March 31, 2012.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the net tangible and intangible assets acquired in business combinations. The Company conducts an impairment test of goodwill on an annual basis as of October 1 of each year. The Company will also conduct tests if events occur or circumstances change that would, more likely than not, reduce the fair value of the Company below its carrying value.

Indefinite lived intangible assets consist of in-process research and development (IPR&D) acquired in the acquisition of Aldagen. The acquired IPR&D consists of specific cell populations (that are related to a specific indication) and the use of the cell populations in treating particular medical conditions. The Company evaluates its indefinite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable, and at least on an annual basis on October 1 of each year, by comparing the fair value of the asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, the Company would recognize an impairment loss in the amount of that excess.

Identifiable intangible assets with finite lives consist of trademarks, technology (including patents), and customer relationships acquired in business combinations. These intangibles are amortized using the straight-line method over their estimated useful lives. The Company reviews its finite-lived intangible assets for potential impairment when circumstances indicate that the carrying amount of assets may not be recoverable.

Fair Value of Financial Instruments

The balance sheets include various financial instruments that are carried at fair value. Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value. These tiers include:

• Level 1, defined as observable inputs such as quoted prices in active markets for identical assets;

• Level 2, defined as observable inputs other than Level I prices such as quoted prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. At each reporting period, we perform a detailed analysis of our assets and liabilities that are measured at fair value. All assets and liabilities for which the fair value measurement is based on significant unobservable inputs or instruments which trade infrequently and therefore have little or no price transparency are classified as Level 3.

21

The Company accounts for derivative instruments under ASC 815, Accounting for Derivative Instruments and Hedging Activities , as amended and interpreted. ASC 815 requires that we recognize all derivatives on the balance sheet at fair value. Certain warrants issued in 2009 and prior years meet the definition of derivative liabilities. In October 2010, we executed an equity-linked transaction in which detachable stock purchase warrants were sold; the warrants are accounted for as a derivative liability. In July and November 2011, we issued convertible notes that contained embedded conversion options; the embedded conversion options are accounted for as a derivative liability. We determine the fair value of these derivative liabilities using the Black-Scholes option pricing model. This model determines fair value by requiring the use of estimates that include the contractual term, expected volatility of the Company’s stock price, expected dividends and the risk-free interest rate. Changes in fair value are classified in “other income (expense)” in the consolidated statement of operations.

Recent Accounting Pronouncements

The Company believes the adoption of Accounting Standards Updates issued but not yet adopted will not have a material impact to our results of operations or financial position.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate

Market risks related to our operations result primarily from changes in interest rates. Our exposure to market risk for changes in interest rates relates primarily to our term loan payable at an annual rate of the one-month London Interbank Offered Rate (LIBOR), plus 8.0%, subject to a LIBOR floor of 3%. At March 31, 2013, we had a term loan balance of $4.5 million.

Based on our term loan balance as of March 31, 2013, a hypothetical 1% increase in the LIBOR rate would have an insignificant impact on our earnings and cash flows on an annual basis.

Foreign Currency

We have international sales in Europe, Middle East, Canada, and Australia, and, therefore, are subject to foreign currency rate exposure. The majority of our international sales are transacted in U.S. dollars and a portion of sales in Euros. However, because of our international presence, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions. To date, the foreign currency exchange fluctuations have not had a significant impact on our operating results and cash flows given the scope of our foreign denominated transactions.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on that evaluation, the Certifying Officers concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

22

PART II
  
OTHER INFORMATION

Item 1. Legal Proceedings

At present, the Company is not engaged in or the subject of any material pending legal proceedings.

Item 1A. Risk Factors

There were no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 18, 2013 for the year ended December 31, 2012.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company did not repurchase any of its equity securities during the three months ended March 31, 2013. All information regarding the unregistered sales of securities during the three months ended March 31, 2012 has been previously disclosed in Current Reports on Form 8-K.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The exhibits listed in the accompanying Exhibit Index are furnished as part of this Report.

23

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 

	CYTOMEDIX, INC.
Date: May 9, 2013	By:
		/s/ Martin P. Rosendale
		Martin P. Rosendale
		(Principal Executive Officer)
Date: May 9, 2013	By:
		/s/ Andrew S. Maslan
		Andrew S. Maslan
		(Principal Financial and Accounting Officer)

24

EXHIBIT INDEX

Number	Exhibit Table
2.1	First Amended Plan of Reorganization with All Technical Amendments (Previously filed on June 28, 2002, as exhibit to Current Report on Form 8-K and incorporated by reference herein).
2.2	Amended and Restated Official Exhibits to the First Amended Plan of Reorganization of Cytomedix, Inc. with All Technical Amendments (Previously filed on May 10, 2004, as exhibit to Form 10-QSB for the quarter ended March 31, 2004 and incorporated by reference herein).
2.3	Asset Purchase Agreement by and among Sorin Group USA, Inc., Cytomedix Acquisition Company and Cytomedix, Inc, dated as of April 9, 2010 (Previously filed on April 12, 2010 as exhibit to the Current Report on Form 8-K and incorporated by reference herein).
2.4	Exchange and Purchase Agreement by and among, Cytomedix, Inc., Aldagen, Inc., a Delaware corporation and Aldagen Holdings, LLC, dated February 8, 2012 (Previously filed on February 9, 2012, as exhibit to Current Report on Form 8-K and incorporated by reference herein).
3(i)	Restated Certificate of Incorporation of Cytomedix, Inc. (Previously filed on November 7, 2002, as exhibit to Form 10-QSB for quarter ended June 30, 2001 and incorporated by reference herein).
3(i)(1)	Amendment to Restated Certificate of Incorporation of Cytomedix, Inc. (Previously filed on November 15, 2004, as exhibit to Form 10-QSB for quarter ended September 30, 2004 and incorporated by reference herein).
3(i)(2)	Certificate of Amendment to the Certificate of Incorporation (Previously filed on July 1, 2010 as exhibit to the Current Report on Form 8-K and incorporated by reference herein).
3(i)(3)	Certificate of Amendment to the Certificate of Incorporation (previously filed on May 21, 2012 as exhibit to the Current Report on Form 8-K and is incorporated by reference herein).
3(ii)	Restated Bylaws of Cytomedix, Inc. (Previously filed on November 7, 2002, as exhibit to Form 10-QSB for quarter ended June 30, 2001 and incorporated by reference herein).
4.1	Form of Warrant (Previously filed on April 12, 2010 as exhibit to the Current Report on Form 8-K and incorporated by reference herein).
4.2	Form of Warrant (Previously filed on October 8, 2010 as exhibit to the Current Report on Form 8-K and incorporated by reference herein).
4.3	Form of Warrant (Previously filed on May 16, 2011 as exhibit to the Quarterly Report on Form 10-Q and incorporated by reference herein).
4.4	Form Warrant (Previously filed on February 9, 2012, as exhibit to Current Report on Form 8-K and incorporated by reference herein).
4.5	Form of Investor Warrant (Previously filed on February 20, 2013, as exhibit to Current Report on Form 8-K and incorporated by reference herein).
4.6	Form of Warrant (Previously filed on February 20, 2013, as exhibit to Current Report on Form 8-K and incorporated by reference herein).
10.1	Form of Transition Agreement, dated as of April 9, 2010 (Previously filed on April 12, 2010 as exhibit to the Current Report on Form 8-K and incorporated by reference herein).
10.2	Form of Asset Transfer and Assumption Agreement, dated as of April 9, 2010 (Previously filed on April 12, 2010 as exhibit to the Current Report on Form 8-K and incorporated by reference herein).
10.3	Form of Subscription Agreement (Previously filed on April 12, 2010 as exhibit to the Current Report on Form 8-K and incorporated by reference herein).
10.4	Form of Registration Rights Agreement (Previously filed on April 12, 2010 as exhibit to the Current Report on Form 8-K and incorporated by reference herein).
10.5	Form of Promissory Note (Previously filed on April 12, 2010 as exhibit to the Current Report on Form 8-K and incorporated by reference herein).
10.6	Flex Space Office Lease by and between Cytomedix, Inc. and Saul Holdings Limited Partnership, dated as of May 19, 2010 (Previously filed on August 16, 2010, as exhibit to Form 10-Q for quarter ended June 30, 2010, and incorporated by reference herein).

25

10.7	Form of the Purchase Agreement (Previously filed on October 8, 2010 as exhibit to the Current Report on Form 8-K and incorporated by reference herein).
10.8	Form of the Registration Rights Agreement (Previously filed on October 8, 2010 as exhibit to the Current Report on Form 8-K and incorporated by reference herein).
10.9	Form of the Securities Purchase Agreement (Previously filed on October 8, 2010 as exhibit to the Current Report on Form 8-K and incorporated by reference herein).
10.10	Form of the Lincoln Purchase Agreement (Previously filed on October 8, 2010 as exhibit to the Current Report on Form 8-K and incorporated by reference herein).
10.11	Form of Settlement Agreement dated as of April 28, 2011 (Previously filed on May 16, 2011 as exhibit to the Quarterly Report on Form 10-Q and incorporated by reference herein).
10.12	Form of Subscription Agreement (Previously filed on May 16, 2011 as exhibit to the Quarterly Report on Form 10-Q and incorporated by reference herein).
10.13	Form of Promissory Note dated as of April 28, 2011 (Previously filed on May 16, 2011 as exhibit to the Quarterly Report on Form 10-Q and incorporated by reference herein).
10.14	JMJ Promissory Note dated July 15, 2011 (Previously filed on August 15, 2011 as exhibit to the Quarterly Report on Form 10-Q and incorporated by reference herein).
10.15	JMJ Letter Agreement and Additional Default Provisions dated August 15, 2011 (Previously filed on May 16, 2011 as exhibit to the Quarterly Report on Form 10-Q and incorporated by reference herein).
10.16	JMJ Collateralized Note dated July 15, 2011 (Previously filed on August 15, 2011 as exhibit to the Quarterly Report on Form 10-Q and incorporated by reference herein).
10.17	Form Lockup Letter (Previously filed on February 9, 2012, as exhibit to Current Report on Form 8-K and incorporated by reference herein).
10.18	Form Voting Agreement (Previously filed on February 9, 2012, as exhibit to Current Report on Form 8-K and incorporated by reference herein).
10.19	Form Subscription Agreement (Previously filed on February 9, 2012, as exhibit to Current Report on Form 8-K and incorporated by reference herein).
10.20	Form Warrant Agreement (Previously filed on February 9, 2012, as exhibit to Current Report on Form 8-K and incorporated by reference herein).
10.21	Lyle A. Hohnke Agreement (Previously filed on February 9, 2012, as exhibit to Current Report on Form 8-K and incorporated by reference herein)*
10.22	Edward Field Employment Letter (Previously filed on February 9, 2012, as exhibit to Current Report on Form 8-K and incorporated by reference herein)*
10.23	Maslan Separation Agreement dated as of March 30, 2013*
10.24	Shallcross Employment Letter dated March 30, 2013.*
10.25	Lincoln Park Purchase Agreement (previously filed on February 20, 2013 as exhibit to the Current Report on Form 8-K and incorporated by reference herein).
10.26	Lincoln Park Registration Rights Agreement (previously filed on February 20, 2013 as exhibit to the Current Report on Form 8-K and incorporated by reference herein).
10.27	Form of Investor Securities Purchase Agreement (previously filed on February 20, 2013 as exhibit to the Current Report on Form 8-K and incorporated by reference herein).
10.28	Credit and Security Agreement (previously filed on February 20, 2013 as exhibit to the Current Report on Form 8-K and incorporated by reference herein).
21	List of Subsidiaries (Previously filed on March 18, 2013, as exhibit to Annual Report on Form 10-K and incorporated by reference herein).
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certificate of Chief Executive Officer pursuant to 18 U. S. C. ss. 1350.
32.2	Certificate of Chief Financial Officer pursuant to 18 U. S. C. ss. 1350.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document

26

101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

*           Management or compensatory arrangement or agreement.

**         Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

27

EX-10.23

Cytomedix,

209 Perry Parkway, Suite 7 Gaithersburg, MD 20877

Ph: (240) 499-2680 Fax: (240) 499-2690

www.cytomedix.com

SEPARATION AGREEMENT

This SEPARATION AGREEMENT ("Agreement") is made and entered into as of March 30, 2013 ("Execution Date") by and between Cytomedix, Inc. ("Cytomedix" or "Company") and Andrew S. Maslan (hereinafter referred to as "Employee").

1. Purpose of Agreement

1.1           On June 3, 2005, the Company and the Employee executed a letter agreement providing the terms of the Employee's employment with the Company ("Original Agreement"). On October 4, 2006, this Original Agreement was amended by First Addendum to the Employment Agreement by and between parties thereto (the "Addendum"). The Original Agreement and the Addendum are hereinafter referred to collectively as the "Employment Agreement." By the terms of this Agreement, the parties have agreed to set forth their final agreement regarding the termination of Employee's employment with the Company.

1.2           Both the Company and the Employee agree that Employee's departure is not due to any disagreement regarding accounting principles or practices utilized by the Company or financial statement disclosures made by the Company, nor the Employee's dissatisfaction with any aspect of the Company's management, policies or actions during his employment, nor the Company's dissatisfaction with any aspect of the Employee's performance during his employment; the Company and the Employee agree that the Employee's departure is in the best interest of both parties.

1.3           The Company desires and the Employee has agreed that Employee will remain with the Company as its Chief Financial Officer and Secretary until May 10, 2013 (the "Resignation Date"). Both parties have agreed that the Resignation Date shall be the last day of Employee's employment with the Company. The Employee represents and warrants that during this period, and as of the Resignation Date, he has disclosed to the Chief Executive Officer and the Audit Committee of the Company all material facts in his actual knowledge or possession which relate or pertain to the Company.

1.4           The Company and Employee have agreed to enter into this Agreement for the purpose of setting forth their arrangement and understanding regarding the Employee's departure from the Company, and the termination of his employment relationship with the Company.

2. Termination of Employment.

2.1           Employee hereby tenders his voluntary resignation as Chief Financial Officer and Secretary of the Company as of the Resignation Date. The Company hereby accepts such resignation.

2.2           Pursuant to the terms of the Employment Agreement, the Employee shall be entitled to receive a six (6) month severance package as follows: for a period of six (6) months following the Resignation Date, the Employee will continue to receive his annual base salary and all other benefits on the same terms and schedules as existed immediately prior to his termination and for which he could continue to be eligible during that period, based on the governing terms and conditions of the benefits. Options awarded will continue to vest during the six (6) month period in accordance with applicable vesting schedules. Pursuant to the Stock Option Grant Notice dated as of December 1, 2011, the Employee received options to purchase 50,000 shares of the Company's common stock at a price of $0.80 per share. 33,334 of such options remain unvested as of the date hereof. The Company and the Employee agree that such unvested options shall fully vest upon execution of this Agreement. Notwithstanding the foregoing, the Company represents, warrants, and agrees that the Employee is the holder of the following stock options, all of which, pursuant to the terms of such Options, and consistent with the intent of the Board of Directors, and the Employment Agreement, (i) will be fully vested as of the six month anniversary of the Resignation Date or such earlier date as specified in each respective Stock Option Grant Notice, and will remain in full force and effect until the ten year anniversary of each Option's respective issue date, and (ii) in the event of Employee's death or disability, the Options will remain vested and exercisable by the Employee's estate or the Employee (in case of his disability) until the ten year anniversary of each Option's respective issue date:

Andrew Maslan

Separation Agreement

March 30, 2013

Issue Date	Strike Price		Quantity
1/12/2006	$	5.07		60,000
3/22/2006	$	2.52		40,000
10/11/2006	$	2.73		50,000
7/27/2007	$	0.88		20,000
9/18/2008	$	0.70		100,000
5/13/2009	$	0.60		35,000
9/17/2003	$	0.62		30,000
7/13/2010	$	0.56		50,000
5/23/2011	$	0.37		10,000
12/1/2011	$	0.80		50,000

In addition, the Employee will receive a onetime payment of $10,000 with the final severance payroll payment.

The Employee shall be reimbursed for all accrued but unused vacation time as of the Resignation Date. Such reimbursement shall be made at the time of the Company's first regularly scheduled payroll date subsequent to the Resignation Date.

The Employee shall be entitled to apply for continued health benefits under COBRA or similar state program under Maryland law.

Following the Resignation Date, the Company shall have a continuing obligation to reimburse the Employee within fifteen (15) days of submission of any business related expenses incurred in the ordinary course of the Employee's employment.

3. No Current Claims

3.1           The Employee warrants and represents that he is not presently a named plaintiff in any law suit, filed in any jurisdiction; against Company and that he has not filed a charge with the United States Equal Employment Opportunity Commission or any other administrative agency against Company. In the event that this warranty and representation is incorrect, Company shall have the absolute right to terminate this Agreement, and to demand and have immediately returned to Company all consideration paid by it to Employee pursuant to this Agreement.

3.2           The Company is hereby indemnified and held harmless by Employee for any breach of the warranty and representation contained in this Section 3, and to recover from Employee all costs and expenses incurred as a result of Employee's breach of the warranty and representation contained in this Section 3, and all costs and expenses incurred in defending any now pending legal or administrative proceeding, not referenced in this Section 3, in which Employee is a named plaintiff, claimant or petitioner. Costs and expenses, for purposes of this Section 3, shall include, but not be limited to, attorneys' fees and other legal costs.

Andrew Maslan

Separation Agreement

March 30, 2013

4. Covenant Not to Sue and Release

4.1           Except for the rights and obligations provided by or arising under this Agreement, Employee hereby releases, acquits, withdraws, retracts and forever discharges any and all claims, manner of actions, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, which he now has or may have hereafter, directly or indirectly, personally or in a representative capacity, against Company, and its predecessors, successors, administrators, attorneys, fiduciaries, officers, directors, shareholders, representatives, agents, employees, and all persons acting through or in connection with Company, by reason of any act, omission, matter, cause or thing whatsoever, from the beginning of time to, and including, the Resignation Date. This General Release includes, but is not limited to, all claims, manner of actions, causes of action in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, which arise under the Employment Agreement; Title VII of the Civil Rights Act of 1964, as amended; The Age Discrimination in Employment Act of 1967, as amended; The Americans with Disabilities Act; The Rehabilitation Act of 1973, as amended; The Family and Medical Leave Act as amended; 42 U.S.C. ss.ss. 1981 through 1988, as amended; any federal, state or local statute or ordinance, all as amended; common law claims of breach of contract, intentional or negligent infliction of emotional distress, negligent hiring, breach of the covenant of good faith and fair dealing, promissory estoppel, negligence, wrongful termination or employment, interference with prospective economic advantage, violation of civil rights and all other claims of any type or nature including any claims for attorneys' fees. The parties intend that this release shall discharge all claims against the released parties to the extent permitted by law.

4.2           Employee represents and warrants that he has not heretofore assigned or transferred, or purported to assign or transfer, to any person or entity, any claim that is a subject of this Agreement or any portion thereof or interest therein, and agrees to indemnify, defend, and hold Company harmless from any and all claims based on or arising out of any such assignment or transfer, or purported assignment or transfer, of any claims, or any portion thereof or interest therein.

4.3           Nothing in this Agreement is or should be construed as a release by Employee of, or an agreement by Employee not to sue on, any charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, costs, losses, debts, or expenses arising out of any matter, cause, acts, conduct, claims, or events which may occur after the Resignation Date.

4.4           Except for the rights and obligations provided by or arising under this Agreement, the Company and its affiliates, and their respective successors, and past, current and future fiduciaries, officers, directors, shareholders, administrators, agents, employees, and assigns, hereby releases, acquits, withdraws, retracts and forever discharges any and all claims, manner of actions, causes of action, in law or in equity, suits, judgments, debts, liens, contracts, agreements, promises, liabilities, demands, damages, losses, costs, expenses or disputes, known or unknown, fixed or contingent, which he now has or may have hereafter, directly or indirectly, personally or in a representative capacity, against the Employee by reason of any act, omission, matter, cause or thing whatsoever, from the beginning of time to, and including, the Resignation Date.

4.5           The Company agrees, to the maximum extent permitted by law and the Bylaws and Articles of Incorporation of the Company, as in effect at such time or on the date of this Agreement to defend and indemnify the Employee against and to hold the Employee harmless from any and all claims, suits, losses, liabilities, and expenses (including disputes arising under this Agreement and including reasonable attorneys' fees and payment of reasonable expenses incurred in defending against such claim or suit as such expenses are incurred) asserted against the Employee for actions taken or omitted to be taken by the Employee in good faith and within the scope of his responsibilities as an officer or employee of the Company. If requested by the Employee, the Company shall advance to the Employee, promptly following the Company's receipt of any such request, any and all expenses for which indemnification is available hereunder, subject to the requirements of applicable law and the Company's Bylaws and Articles of Incorporation, subject to the Employee's obligation to repay such advances if it is finally determined that he was not eligible for indemnification.

4.6           The Company shall remove the Employee's name as registered agent, secretary and officer of the Company within a reasonable period after the Resignation Date.

5. No Admission of Liability or Wrongdoing; Reference Inquiries

The Company and Employee agree and acknowledge that this Agreement is the result of a compromise and shall never at any time for any purpose be construed as an admission of any liability or wrongdoing on the part of any party. In the event that any person or entity requests information regarding Employee's employment with the Company, the Company will inform the inquiring party that Employee's employment with the Company ended by mutual agreement.

Andrew Maslan

Separation Agreement

March 30, 2013

6. Affirmations; Covenants

6.1           The Employee affirms that he has not filed, caused to be filed, or is party to any claim, complaint, or action against the Company or any of its affiliates in any forum or form. The Employee further affirms that he has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which he may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions and/or benefits are due to him, except as provided in this Agreement. For clarification, the Company shall pay the Employee his 2012 bonus, previously approved by the Board, in the amount of $52,500, in accordance with customary payroll practices of the Company applicable to the Employee, on or prior to March 31, 2013. The Employee furthermore affirms that he has no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act. The Employee represents that he is not aware of any facts on which a claim under the Family and Medical Leave Act, the Fair Labor Standards Act, or under applicable state minimum wage, wage payment, or leave laws, could be brought.

6.2           During the term of Employee's employment by Company, Employee has acquired knowledge of confidential and proprietary information regarding, among other things, Company's products and intellectual property, Company's present and future operations, its current or potential customers, pricing strategies, its compensation and incentive programs for employees and the methods used by Company and its employees. Employee hereby agrees that he shall not directly or indirectly use or disclose, any of the Company's Trade Secrets, as defined hereinafter, that he may have acquired during the term of his employment. The term "Trade Secret" as used in this Agreement shall mean information including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers which derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and is the subject of reasonable efforts by the Company to maintain its secrecy.

6.3           The Employee agrees not to defame, disparage or demean the Company or any of its affiliates, directly or indirectly (by implication or otherwise) in any manner whatsoever. The Employee agrees to maintain and uphold the name and reputation of the Company and its affiliates, and to refrain from engaging in any action or conduct negligently or intentionally undertaken to damage the name or professional reputation of any of them. The Company's officers and directors agree not to defame, disparage, or demean Employee, directly or indircctly (by implication or otherwise) in any manner whatsoever. The Company's officers and directors agree to maintain and uphold the name and reputation of the Employee, and to refrain from engaging in any action or conduct negligently or intentionally undertaken to damage his name or professional reputation.

6.4           The Employee agrees to reasonably cooperate with the Company, to the extent his testimony is relevant, in any future administrative proceedings or litigation brought against the Company by any U.S. or foreign regulatory agency, private party, former employees or consultants of the Company.

6.5           For twelve (12) months following the Resignation Date, the Employee will not directly or indirectly through another entity (x) induce any employee of the Company to leave the Company's employ (unless the Board of Directors shall have authorized such employment and the Company shall have consented thereto in writing) or in any way interfere with the relationship between the Company and any employee thereof or (y) tortiously interfere with the Company's business relationship with any customer, supplier, licensee, licensor or other business relation of the Company with whom Employee had contact or whose identity Employee learned as a result of his employment by the Company. Employee further agrees that, should he be approached by a person who is or has been an employee of the Company during the Employee's employment by the Company, the Employee will not offer to nor employ or retain as an independent contractor or agent any such person for a period of twelve (12) following the Resignation Date.

6.6           Employee agrees and acknowledges that, if a violation of any covenant contained in Section 6 occurs or is threatened, such violation or threatened violation will cause irreparable injury to Company, that the remedy at law for any such violation or threatened violation will be inadequate and that Company shall be entitled to appropriate equitable relief.

Andrew Maslan

Separation Agreement

March 30, 2013

7. Property

The Employee acknowledges that, with the exception of the Employee's work computer, which the Parties hereto had agreed that the Employee shall retain following his termination, he has returned all property of the Company, including all documents, data, computer discs, building access card and keys, financial information, customer lists, credit cards, keycards, employee identification cards, pagers, remote computer access tokens, computers, programs, software and discs, including, but not by way of limitation, those programs, software, and discs generated during the Employee's employment, and all other items which are the property of the Company, or contain information which belongs to the Company or any of its affiliates. The Employee agrees that he will not retain any copies, duplicates, reproductions or excerpts of any of the foregoing, in hard copy or on any personal computer or portable data storage device. The Company acknowledges that it has returned all of the Employee's belongings.

8. Voluntary Agreement

8.1           Employee represents and agrees that he has had a full and adequate opportunity to discuss and consider any claims against the Company. Further, Employee represents and agrees that: (i) this Agreement is written in a manner that he understands; (ii) this Agreement and the promises made in this Agreement by Employee are granted in exchange for the consideration which is granted to Employee in this Agreement; (iii) Employee has been advised to and has had an opportunity to consult with an attorney prior to deciding whether to enter into this Agreement; and (iv) Employee has been given at least twenty-one (21) days within which to consider this Agreement. EMPLOYEE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT.

8.2           This Agreement is executed with the full knowledge and understanding on the part of Employee that there may be more serious consequences, damages or injuries, which are not now known, and that any payment or benefits conferred herein to Employee in consideration of this Agreement are accepted as final. Employee further agrees and represents that it is within his contemplation that he may have claims against Company of which, at the time of the execution of this Agreement, he has no knowledge or suspicion, but he agrees and represents that this Agreement extends to all claims in any way based upon, connected with or related to the matters released herein, whether or not known, claimed or suspected by him.

8.3           Company and Employee represent and acknowledge that in executing this Agreement, they did not rely upon and have not relied upon any written or oral representations or statements not expressly a part hereof that have been made by any party to this Agreement, or by the agents, representatives, or attorneys of any party with regard to the subject matter, basis, or effect of'this Agreement.

8.4           Employee is advised that he may revoke this Agreement within seven (7) days of signing it. Revocation must be made by delivering written notice of the revocation to Martin P. Rosendale. If this Agreement is revoked by Employee in this seven (7) day period, the Agreement will not be effective and enforceable as it relates to the Employee's resignation as Chief Financial Officer and Secretary of the Company.

9. Miscellaneous

9.1           This Agreement sets forth the complete and exclusive statement of the terms of the agreement between the parties hereto and fully supersedes any and all prior agreements (oral or in writing) or understandings between the parties hereto pertaining to the subject matter hereof.

9.2           This Agreement shall be binding upon and inure to the benefit of Employee and upon his heirs, administrators, representatives, executors, and assigns. This Agreement shall be binding upon and inure to the benefit of Company and its successors, and past, current and future fiduciaries, officers, directors, shareholders, administrators, agents, employees, and assigns.

9.3           The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware without regard to any conflict of laws principles. The parties consent to the jurisdiction of the state courts of Delaware for the resolution of any dispute, claim, or controversy arising or relating to this Agreement.

Andrew Maslan

Separation Agreement

March 30, 2013

9.4           This Agreement may be amended or modified only by a written instrument, signed by Company and Employee, that expressly sets forth the parties' intention to amend or modify this Agreement. No condition, term, or provision of this Agreement may be waived by any party except in writing, signed by the party or its authorized representative, that expressly sets forth the party's intention to waive a condition, term or provision of this Agreement.

9.5           Should any provision of this Agreement be declared or be determined by any court to be illegal or invalid, the validity of the remaining parts, terms, or provisions shall be deemed not to be affected.

9.6           The parties hereto agree and acknowledge that they have and will endeavor to implement the terms and conditions of this Agreement in reasonable, good faith compliance with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and provisions of any applicable guidance published thereunder, including Notice 2005-1, the proposed regulations and the final regulations issued under Section 409A of the Code. All payments and benefits provided for under this Agreement shall be made and provided in a manner that is intended to comply with Section 409A of the Code, to the extent applicable. The Employee understands and expressly agrees that he has relied on his own counsel, and has not relied on any tax or legal advice provided by the Company in entering into this Agreement.

9.7           Company represents and warrants that this instrument is a valid and binding corporate action and that the person executing this instrument on behalf of Company is duly authorized to do so on behalf of the Company.

IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this Agreement as of the date set forth below.

Employee		Cytomedix, Inc.
/s/ Andrew Maslan		By:	/s/ Martin P. Rosendale
Date:	3/30/13	Date:	3-30-2013

EX-10.24

Cytomedix, Inc.

209 Perry Parkway, Suite 7 Gaithersburg, MD 20877

Ph: (240) 499-2680 Fax: (240) 499-2690

www.cytomedix.com

March 30, 2013

Steven A. Shallcross

11020 Lance Lane

Oakton, VA 22124

Re: Cytomedix, Inc. (the “Company”) – Employment Letter

Dear Steven:

On behalf of the Company, I am pleased to offer you the position of Executive Vice President, Chief Financial Officer, Secretary and Treasurer of the Company and the following compensation and other benefits on the terms and conditions set forth in this letter of Agreement and Exhibit A attached hereto and incorporated herein (the “Agreement”).

Subject to the terms and conditions herein, the Company agrees to employ you as Executive Vice President, Chief Financial Officer, Secretary and Treasurer, based in and around the Gaithersburg, MD area. By your acceptance of this Agreement, you accept employment in those capacities commencing as of May 10, 2013 (the “Effective Date”). In those capacities, you shall report to the Company’s Chief Executive Officer and shall have such reporting relationships to the Audit Committee and the Board of Directors as are required by and set forth in the Company’s Bylaws, and rules and regulations applicable to the Company. You shall have the powers, responsibilities, restrictions and authorities as are assigned to you by the Chief Executive Officer and/or the Board of Directors and shall devote your full working time and efforts to the best of your ability, experience and talent to the performance of services, duties and responsibilities as the Company’s Executive Vice President, Chief Financial Officer, Secretary and Treasurer.

You also agree to provide the services set forth hereunder on a full-time basis and to devote all necessary time and attention to the furtherance of the business and interests of the Company, and to perform your duties set forth herein diligently and promptly for the benefit of Company, strictly and faithfully upholding the Company's policies. During your employment hereunder, you shall not, without prior written consent of the Board, undertake or accept any other additional paid or unpaid employment, occupation or services as a consultant or otherwise, or engage in or be associated with, directly or indirectly, any other businesses, duties or pursuits, including without limitation, any academic occupation except for strictly de minimis non-commercial or non-business activities, which do not affect the adequate performance of your obligations hereunder. Notwithstanding the above, you may serve on outside public or private company boards. The Company acknowledges that any current outside activities have been disclosed.

You agree to comply with all personnel policies and procedures of the Company as the same now exist or may be hereafter implemented by the Company from time to time, including those policies contained in the Company’s employee manual or handbook which sets forth policies and procedures generally for employees of the Company to the extent not inconsistent with this Agreement.

Shallcross, Steven

Letter of Employment

March 30, 2013

Your term of employment shall commence as of the Effective Date and continue until terminated by you or by the Company in accordance with the notice provisions provided herein. Your employment with the Company will be “at will” and shall not be for any specific term and may be terminated by you or the Company at any time.

You shall receive a base salary (“Base Salary”) at the rate of $290,000 per annum during the term of your employment. The Board shall review your annual Base Salary for potential increase each year. Any increase in Base Salary which has been approved by the Board shall constitute “Base Salary” hereunder. Base Salary shall be payable in accordance with the ordinary payroll practices of the Company. Payment of all compensation hereunder shall be subject to customary withholding tax and other employment taxes as may be required under applicable rules and regulations.

In the event your employment hereunder is terminated by the Company without Cause, as defined herein, for any reason and in the Company’s sole and absolute discretion, you shall be entitled to receive and the Company shall pay you an amount equal to the one half (1/2) of your Base Salary at an annual rate in effect immediately prior to the date of the termination of your employment) on the same schedule and in the same manner as such payments would have been made in the absence of your termination, for a period of six (6) months, and medical and dental benefits for a period of twelve (12) months, provided you execute a release of claims customary in connection with terminations of this nature. For purposes of this Agreement, “Cause” shall mean: (i) the conviction of employee of a crime involving an act or acts of dishonesty, fraud or moral turpitude by the employee, which act or acts constitute a felony (including the unauthorized disclosure of confidential or proprietary material information of Company or an affiliate); (ii) refused without proper reason to perform the duties and responsibilities required of him hereunder: or (iii) willfully engaged in conduct that is, in the Board's determination, materially injurious to Company or its affiliates (monetarily or otherwise). A determination that Cause exists as defined in clauses (i), (ii), or (iii) above of the preceding sentence shall be made by at least a majority of the members of the Board of Directors. Furthermore, the foregoing events or conditions will not constitute Cause unless Company provides Employee with written notice of the event or condition and fifteen (15) days to cure such event or condition (if curable) and the event or condition is not cured within such 15-day period.

In the event your employment hereunder is terminated by the Company with Cause, the Company shall pay all amounts then due to you under the Base Salary and the Annual Bonus provisions of this Agreement for any portion of the payroll period worked and/or any amounts earned but for which payment had not yet been made up to the date of termination, any unreimbursed business expenses and any amounts to which you are entitled under the Company’s benefit plans in accordance with their terms, and, then the Company shall have no further obligations to you under this Agreement.

In the event of your termination of employment with the Company by you during a period of twelve (12) months following a “Change in Control”, as defined herein, you shall be entitled to receive and the Company shall pay you an amount equal to 100% of your Base Salary at an annual rate in effect immediately prior to the date of the termination of your employment on the same schedule and in the same manner as such payments would have been made in the absence of your termination, and medical and denial benefits for a period of twelve (12) months. In addition, in the event of your termination for Change in Control, any unvested grants under the Company's Long-Term Incentive Plan, or any successor plan thereto, shall immediately become vested and non-forfeitable. For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following circumstances after the date hereof: (i) any “person” (as such term is used in Section 13(d) or 14(d) of the Securities Exchange Act of 1934 (“Exchange Act”)), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation or other entity owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, shall have become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company’s then outstanding voting securities; (ii) the Company is a parry to a merger, consolidation, share exchange, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Company’s Board of Directors (“Board”) in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; or (iii) during any twelve (12) month period, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board.

Shallcross, Steven

Letter of Employment

March 30, 2013

Upon the conclusion of each Fiscal Year during the term of your employment, provided that the applicable Evaluation Criteria, as defined herein, has been attained, you shall be entitled to receive an annual bonus in the amount of 40% of your Base Salary for the Fiscal Year for which the annual bonus is to be determined (the “Annual Bonus”). The “Fiscal Year” is the period beginning on each January 1 and ending on the following December 31. In order for you to receive the Annual Bonus, the Evaluation Criteria as established by the Compensation Committee of the Board of Directors, in consultation with the Company's Chief Executive Officer, for each respective Fiscal Year must be satisfied, such that the 80% portion of the Annual Bonus, if any, shall be based upon the corporate financial performance during any given fiscal year as determined and set forth by the Board of Directors and the remaining 20% - upon your individual performance goals. The Annual Bonus, if any, shall be paid to you in a lump sum, cash amount, during the ninety (90) day period following the end of the Fiscal Year to which the Annual Bonus relates. If, before the end of a Fiscal Year, your employment with the Company is terminated by the Company without cause, you shall be entitled to receive a pro rata portion of the Annual Bonus that would have been earned, if any, if you had remained employed until the last day of the Fiscal Year, such pro rata portion to be determined based upon the date of your termination of employment. If your employment with the Company is terminated for any other reason before the end of a Fiscal Year, you will not have any right to receive an Annual Bonus, or any portion thereof, for such Fiscal Year.

Immediately upon execution of this Agreement, you shall receive options under the Company’s Long Term Incentive Plan to purchase 600,000 shares of the Company’s common stock (the “Option Award”) at an exercise price equal to the closing sale price of the common stock on the date the Company and you execute this Employment Letter. The options shall vest in equal installments of 200,000 options at each 12 month anniversary of the Board of Director’s approval of the Option Award, i.e. 200,000 options to vest on March 30, 2014, 200,000 options - on March 30, 2015 and the remaining 200,000 options - on March 30. 2016, with any subsequent annual grants to be determined by the Board of Directors in its sole discretion. The Option Award shall be evidenced by a separate agreement between the Company and you, in form substantially similar to that presently used by the Company, the terms of which will exclusively govern the Option Award.

The Company shall pay or reimburse all reasonable travel and entertainment expenses incurred by you in connection with the performance of your duties under this Agreement, including such travel as may be required or appropriate in your discretion, consistent with duly approved Company budgets, to fulfill the responsibilities of your office, all in accordance with such policies and procedures as the Company may from time to time establish for senior officers and as required to preserve any deductions for federal income taxation purposes to which the Company may be entitled and subject to the Company’s normal requirements with respect to reporting and documentation of such expenses.

You will be eligible for medical, dental, life, and disability insurance, participation in the Company’s 401 (k) plan, and other benefits available to all full-time employees, subject to any applicable length of employment requirements. You will also be entitled to four (4) weeks per each calendar year of paid vacation in each calendar year, which may be taken at such times as are consistent with your responsibilities hereunder.

Shallcross, Steven

Letter of Employment

March 30, 2013

This Agreement, including the attached Exhibit A, contains the entire understanding among the parties hereto and supersedes in all respects any prior or other agreement or understanding among the parties with respect to your employment. If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect.

You hereby represent and warrant to the Company that to the best of your knowledge: (i) the execution, delivery and performance of this Agreement by you do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which you are a party or by which you are bound, (ii) you are not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of you, enforceable in accordance with its terms. You hereby acknowledge and represent that you fully understand the terms and conditions contained herein.

Each party hereto shall be solely responsible for any and all legal fees incurred by him or it in connection with this Agreement, including the enforcement of this Agreement. This Agreement may only be amended by written agreement of the parties hereto.

This Agreement shall be governed by and construed under the laws of the State of Delaware.

By your signature below, you agree that this Agreement, including Exhibit A, shall be binding upon and inure to the benefit of your heirs and representatives and the assigns and successors of the Company, but neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise subject to hypothecation by you or by the Company, except that the Company may assign this Agreement to any successor (whether by merger, purchase or otherwise) to the stock, assets or business of the Company.

*****************************

Very truly yours,

CYTOMEDIX, INC.

/s/ Martin P. Rosendale

By:        Martin P. Rosendale, CEO

Date:     3-30-2013

I have read and hereby accept the terms of this Agreement.

/s/ Steven Shallcross

Steven Shallcross

Date: 3/30/13

Exhibit A

Addendum to the Employment Letter

In connection with the Agreement, Mr. Steven Shallcross (“Employee”) hereby agrees as follows:

(a)             Confidentiality. The parties hereto recognize that a major need of the Company is to preserve its specialized knowledge, trade secrets, and confidential information. The strength and good will of the Company is derived from the specialized knowledge, trade secrets, and confidential information generated from experience with the activities undertaken by the Company and its affiliates. The disclosure of this information and knowledge to competitors would be beneficial to them and detrimental to the Company, as would the disclosure of information about the marketing practices, pricing practices, costs, profit margins, design specifications, analytical techniques, and similar items of the Company and its affiliates. The Employee acknowledges that the proprietary information, observations and data that will be obtained by him while employed by the Company concerning the business or affairs of the Company are the property of the Company. By reason of him being a senior executive of the Company, the Executive has or will have access to, and has obtained or will obtain, specialized knowledge, trade secrets and confidential information about the Company’s operations and the operations of its subsidiaries, which operations extend throughout the United States. Employee shall not. without the prior written consent of the Company, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity any Confidential Information (as defined below) pertaining to the business of the Company or any of its affiliates, except (i) while employed by the Company, in the business of and for the benefit of the Company, or (ii) when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Employee to divulge, disclose or make accessible such information. For purposes of this Exhibit A, "Confidential Information" shall mean non-public information concerning the financial data, strategic business plans, product development (or other proprietary product data), customer lists, marketing plans and other non-public, proprietary and confidential information of the Company or its affiliates (hereinafter referred to as the “Protected Group”) or the Company's existing or potential customers. Confidential Information does not include information which: (i) becomes generally available to the public, unless said Confidential Information was disclosed in violation of a confidentiality agreement; or (ii) becomes available to Executive on a non-confidential basis from a source other than the Company or its agents, provided that such source is not bound by a confidentiality agreement with the Company.

(b)             Non -competition. During the period of Employee's employment hereunder and twelve (12) months thereafter (“Non-Competition Period”), the Employee shall not. within any state or foreign jurisdiction in which the Company or any subsidiary of the Company is then providing services or products or marketing its services or products (or engaged in active discussions to provide such services), or within a 50-mile radius of any such state or foreign jurisdiction, directly or indirectly own any interest in. manage, control, participate in. consult with, render services for. or in any manner engage in any Business Engaged In by the Company, as defined herein, (unless the Board shall have authorized such activity and the Company shall have consented thereto in writing). The term “Business Engaged In by the Company" shall mean any person or entity engaged in (i) the use of products or technology similar to the Company’s platelet rich plasma platform technology, including the Angel® Whole Blood Separation System and the AutoloGelTM System as well as the ALDH bright cell-based therapies, (ii) any use of products or technology competitive with those which the Company is actively developing during the Term, or (iii) the direct competition with either (i) or (ii) above. Investments in less than 5% of the outstanding securities of any class of a corporation subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, shall not be prohibited by this Section.

Shallcross, Steven 

Letter of Employment

March 30, 2013

Employee and the Company agree that this covenant not to compete is a reasonable covenant under the circumstances, and further agree that if in the opinion of any court of competent jurisdiction such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of this covenant as to the court shall appear not reasonable and to enforce the remainder of the covenant as so modified. Employee agrees that any breach of the covenants contained in this Exhibit A would irreparably injure the Company. Accordingly, Employee agrees that the Company may, in addition to pursuing any other remedies it or they may have in law or in equity, cease making any payments otherwise required by this Agreement and obtain an injunction against Employee from any court having jurisdiction over the matter restraining any further violation of this Agreement by Employee.

(c)             Non-disparagement. Employee agrees that he will not, directly or indirectly, individually or in concert with others, engage in any conduct or make any statement that is likely to have the effect of undermining or disparaging the reputation of the Company or any member of the Protected Group, or their good will, products, or business opportunities, or that is likely to have the effect of undermining or disparaging the reputation of any officer, director, agent, representative or employee, past or present, of the Company or any member of the Protected Group. The Company agrees that it shall not, directly or indirectly, engage in any conduct or make any statement that is likely to have the effect of undermining or disparaging the reputation of Employee.

(d)             Non-solicitation. Employee agrees that for the term of his employment with the Company and for the period of twelve (12) months after the termination of Employee’s employment with the Company, he shall not, except with the prior written consent of the Company signed by the CEO, solicit, any persons or entities who are members of the Company as of the date of this Agreement or any persons or entities who hereafter become members of the Company.

I have read and hereby accept the terms of this Exhibit A.

/s/ Steven Shallcross

Steven Shallcross

Date: 3/30/13

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Martin P. Rosendale, certify that:

1. I have reviewed this Form 10-Q of Cytomedix, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2013	/s/ Martin P. Rosendale
	Martin P. Rosendale,
	Chief Executive Officer

A signed original of this written statement has been provided to Cytomedix, Inc. and will be retained by Cytomedix, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Andrew S. Maslan, certify that:

1. I have reviewed this Form 10-Q of Cytomedix, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2013	/s/ Andrew S. Maslan
	Andrew S. Maslan,
	Chief Financial Officer

A signed original of this written statement has been provided to Cytomedix, Inc. and will be retained by Cytomedix, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. §1350

Pursuant to 18 U.S.C. §1350 and in connection with the Quarterly Report on Form 10-Q of Cytomedix, Inc. (the “Company”) for the fiscal period ended March 31, 2013 (the “Report”), I, Martin P. Rosendale, Chief Executive Officer of the Company, hereby certify that to the best of my knowledge and belief:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for said period.

Date: May 9, 2013	/s/ Martin P. Rosendale
	Martin P. Rosendale
	Chief Executive Officer

A signed original of this written statement has been provided to Cytomedix, Inc. and will be retained by Cytomedix, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. §1350

Pursuant to 18 U.S.C. §1350 and in connection with the Quarterly Report on Form 10-Q of Cytomedix, Inc. (the “Company”) for the fiscal period ended March 31, 2013 (the “Report”), I, Andrew S. Maslan, Chief Financial Officer of the Company, hereby certify that to the best of my knowledge and belief:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for said period.

Date: May 9, 2013	/s/ Andrew S. Maslan
	Andrew S. Maslan
	Chief Financial Officer

A signed original of this written statement has been provided to Cytomedix, Inc. and will be retained by Cytomedix, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Accounts and Other Receivables (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Trade receivables	$ 1,311,432	$ 1,133,400
Other receivables	1,105,634	643,051
Accounts and Other Receivables Gross Current	2,417,066	1,776,451
Less allowance for doubtful accounts	(50,891)	(42,709)
Accounts and Other Receivables	$ 2,366,175	$ 1,733,742

XML

Supplemental Cash Flow Disclosures - Non-Cash Transactions (Details) (USD $)	3 Months Ended
	Mar. 31, 2013
Conversion of convertible debt to common stock	$ 75,335
Common Stock issued for committed equity financing facility	262,500
Increase in fair value of embedded conversion option upon modification of convertible debt	151,032
Warrants issued for loan modification	151,758
Warrants issued for term loan	568,324
Issuance of Common Stock and warrants for release of security interest in patents	325,693
Obligation to issue shares for professional services	17,850
Warrants issued to investors in connection with the registered direct offering	3,601,354
Warrants issued to placement agent in connection with the registered direct offering	$ 75,981

XML

Derivatives and other liabilities (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Derivative liability, long-term portion	$ 591,078	$ 780,960
Long-term portion of convertible debt, net of unamortized discount	181,862	462,815
Deferred rent	41,741	58,005
Deferred tax liability	54,890	50,000
Interest payable	39,379	33,379
Conditional grant payable	30,000	30,000
Accrued term loan fee	3,482	0
Derivative and other liabilities	$ 942,432	$ 1,415,159

XML

Commitments and Contingencies (Details Textual) (USD $)	1 Months Ended	3 Months Ended		3 Months Ended
	Feb. 28, 2013	Mar. 31, 2013	Jul. 31, 2009	Mar. 31, 2013 Maryland [Member] sqft	Mar. 31, 2013 North Carolina [Member] sqft	Mar. 31, 2013 North Carolina [Member] April 30, 2013 [Member]	Mar. 31, 2013 North Carolina [Member] December 31, 2013 [Member]	Mar. 31, 2013 Lease One [Member] Maryland [Member]	Mar. 31, 2013 Lease Two [Member] Maryland [Member]	Sep. 30, 2008 Minimum [Member]	Sep. 30, 2008 Maximum [Member]
Estimated Research Development Cost										$ 500,000	$ 700,000
Research And Development		360,000
Letter Of Credit			50,000
Deposit Interest Rate		0.20%
Shares Issuable Contingent Condition Description		This exchange was contingent on the Company's attaining aggregate gross revenues for four consecutive quarters of at least $10,000,000 and if met would result in the issuance of 325,000 shares of the Company's Common stock.
Contingently Issuable Shares		325,000
Contingently Issuable Shares Amount		471,000
Operating Leases, Rent Expense						11,000	6,000	600	4,000
Operating Leases, Area				7,200	16,300
Business Acquisition, Contingent Consideration, Shares Issuable		20,309,723
Operating Expense Recognized Value	$ 1,006,000

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Goodwill and Identifiable Intangible Assets (Details Textual) (USD $)	3 Months Ended			3 Months Ended
	Mar. 31, 2013	Feb. 29, 2012 Aldagen [Member]	Apr. 30, 2010 Aldagen [Member]	Mar. 31, 2013 Cost Of Sales [Member]	Mar. 31, 2013 General and Administrative Expense [Member]
Goodwill related to Aldagen acquisition		$ 422,000	$ 707,000
Amortization	$ 274,800			$ 39,300	$ 52,300

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Supplemental Cash Flow Disclosures - Non-Cash Transactions (Tables)

3 Months Ended

Mar. 31, 2013

Supplemental Cash Flow Elements [Abstract]

Details of Nonmonetary Transactions [Table Text Block]

Non-cash transactions for the three months ended March 31, 2013 include:

	2013
Conversion of convertible debt to common stock	$	75,335
Common Stock issued for committed equity financing facility		262,500
Increase in fair value of embedded conversion option upon modification of convertible debt		151,032
Warrants issued for loan modification		151,758
Warrants issued for term loan		568,324
Issuance of Common Stock and warrants for release of security interest in patents		325,693
Obligation to issue shares for professional services		17,850
Warrants issued to investors in connection with the registered direct offering		3,601,354
Warrants issued to placement agent in connection with the registered direct offering		75,981

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Accounts and Other Receivables (Tables)

3 Months Ended

Mar. 31, 2013

Receivables [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

Accounts receivable, net consisted of the following:

	March 31,			December 31,
	2013			2012
Trade receivables	$	1,311,432		$	1,133,400
Other receivables		1,105,634			643,051
		2,417,066			1,776,451
Less allowance for doubtful accounts		(50,891	)		(42,709	)
	$	2,366,175		$	1,733,742

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Capital Stock Activity (Details) (USD $)	3 Months Ended
	Mar. 31, 2013
Sale of shares pursuant to registered direct offering (in Shares)	9,090,911
Sale of shares pursuant to October 2010 equity purchase agreement (in Shares)	450,000
Issuance of shares in lieu of cash for fees incurred pursuant to February 2013 equity purchase agreement (in Shares)	375,000
Issuance of shares for conversion of 4% Convertible Notes (in Shares)	345,580
Issuance of shares for release of security interest in patents (in Shares)	250,000
Issuance of shares in lieu of cash for consultant (in Shares)	17,500
Totals	10,528,991
Sale of shares pursuant to registered direct offering	$ 5,000,001
Proceeds From Issuance Of Shares On Equity Purchase Agreement	303,000
Totals	$ 5,303,001

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Property and Equipment (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment, Gross	$ 3,798,835	$ 3,815,009
Less accumulated depreciation	(1,590,749)	(1,374,928)
Property and Equipment Net	2,208,086	2,440,081
Medical equipment [Member]
Property, Plant and Equipment, Gross	3,032,371	3,033,792
Office equipment [Member]
Property, Plant and Equipment, Gross	72,410	87,163
Manufacturing equipment [Member]
Property, Plant and Equipment, Gross	303,143	303,143
Leasehold improvements [Member]
Property, Plant and Equipment, Gross	$ 390,911	$ 390,911

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Fair Value Measurements (Details Textual) (USD $)	1 Months Ended
	Oct. 31, 2012	Mar. 31, 2013
Convertible Debt, Fair Value Disclosures		$ 591,000
Time Deposits, at Carrying Value	$ 53,000
Time Deposits Annual Interest Rate	0.20%
Time Deposits Maturity Date	Jun. 24, 2013

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Capital Stock Activity (Details 2)	Mar. 31, 2013		Dec. 31, 2012
Fitch/Coleman Warrants [Member]
Class Of Warrant Or Right Outstanding	975,000	[1]	975,000	[1]
August 2009 Warrants [Member]
Class Of Warrant Or Right Outstanding	1,070,916	[2]	1,070,916	[2]
April 2010 Warrants [Member]
Class Of Warrant Or Right Outstanding	1,295,138	[3]	1,295,138	[3]
October 2010 Warrants [Member]
Class Of Warrant Or Right Outstanding	1,488,839	[4]	1,488,839	[4]
Guarantor 2011 Warrants [Member]
Class Of Warrant Or Right Outstanding	916,665	[5]	916,665	[5]
February 2012 Inducement Warrants [Member]
Class Of Warrant Or Right Outstanding	1,180,547	[6]	1,180,547	[6]
February 2012 Aldagen Warrants [Member]
Class Of Warrant Or Right Outstanding	2,115,596	[7]	2,115,596	[7]
February 2013 MidCap Warrants (Member)
Class Of Warrant Or Right Outstanding	1,079,137	[8]	0	[8]
February 2013 Subordination Warrants (Member)
Class Of Warrant Or Right Outstanding	800,000	[9]	0	[9]
February 2013 Worden Warrants [Member]
Class Of Warrant Or Right Outstanding	250,000	[10]	0	[10]
February 2013 RDO Warrants [Member]
Class Of Warrant Or Right Outstanding	6,363,638	[11]	0	[11]
February 2013 PA Warrants [Member]
Class Of Warrant Or Right Outstanding	136,364	[12]	0	[12]
Other Warrants [Member]
Class Of Warrant Or Right Outstanding	200,000	[13]	200,000	[13]
Options issued under the Long-Term Incentive Plan [Member]
Class Of Warrant Or Right Outstanding	8,162,952	[14]	7,866,953	[14]

[1] These warrants were issued in connection with the August 2, 2007 Term Sheet Agreement and Shareholders' Agreement with the Company's then outside patent counsel, Fitch Even Tabin & Flannery and The Coleman Law Firm, and have a 7.5 year term. The strike prices on the warrants are: 325,000 at $1.25 (Group A); 325,000 at $1.50 (Group B); and 325,000 at $1.75 (Group C). The Company may call up to 100% of these warrants, provided that the closing stock price is at or above the following call prices for ten consecutive trading days: Group A - $4/share; Group B - $5/share; Group C - $6/share. If the Company exercises its right to call, it shall provide at least 45 days notice for one-half of the warrants subject to the call and at least 90 days notice for the remainder of the warrants subject to the call.

[2] These warrants were issued in connection with the August 2009 financing, are voluntarily exercisable at $0.51 per share and expire in February 2014. These amounts reflect adjustments for an additional 420,896 warrants due to anti-dilutive provisions. These warrants were previously accounted for as a derivative liability through January 28, 2011. At that time, they were modified to remove non-standard anti-dilution clauses and the associated derivative liability and related deferred financing costs were reclassified to APIC.

[3] These warrants were issued in connection with the April 2010 Series D preferred stock offering, are voluntarily exercisable at $0.54 per share and expire on April 9, 2015.

[4] These warrants were issued in connection with the October 2010 financing. They have an exercise price of $0.60 and expire on April 7, 2016. These warrants were previously accounted for as a derivative liability through January 28, 2011. At that time, they were modified to remove non-standard anti-dilution clauses and the associated derivative liability and related deferred financing costs were reclassified to APIC.

[5] These warrants were issued pursuant to the Guaranty Agreements executed in connection with the Promissory Note issued in April 2011. These warrants have an exercise price of $0.50 per share and expire on April 28, 2016.

[6] These warrants were issued in connection with the February 2012 warrant exercise agreements executed with certain existing Cytomedix warrant holders. These warrants have an exercise price of $1.42 per share and expire on December 31, 2014.

[7] These warrants were issued in February 2012 in connection with the warrant exchange agreements between Cytomedix and various warrant holders of Aldagen. These warrants have an exercise price of $1.42 per share and expire on December 31, 2014.

[8] These warrants were issued in connection with the February 2013 financing. They are voluntarily exercisable, have an exercise price of $0.70 per share and expire on February 19, 2020.

[9] These warrants were issued in connection with the February 2013 financing, have an exercise price of $0.70 per share, and expire on February 19, 2018. They are only exercisable if the JPNT Note remains outstanding on or after 04-28-2015 (50% of total) and 04-15-2016 (remainder).

[10] These warrants were issued in connection with the February 2013 financing. They are voluntarily exercisable, have an exercise price of $0.70 per share, and expire on February 19, 2020.

[11] These warrants were issued in connection with the February 2013 registered direct offering. They are voluntarily exercisable, have an exercise price of $0.75 per share, and expire on February 22, 2018.

[12] These warrants were issued to the placement agent in connection with the February 2013 registered direct offering. They are exercisable on or after August 21, 2013, have an exercise price of $0.66 per share, and expire on February 22, 2018.

[13] These warrants were issued to a consultant in exchange for services provided. They are voluntarily exercisable, have an exercise price of $1.50 per share, and expire on February 24, 2014. There is no call provision associated with these warrants.

[14] These options were issued under the Company's shareholder approved Long-Term Incentive Plan.

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Accounts Payable and Accrued Expenses (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Trade payables	$ 2,342,090	$ 1,434,166
Accrued compensation and benefits	697,849	833,141
Accrued professional fees	135,026	156,205
Accrued interest	64,125	750
Other payables	251,087	388,109
Total	$ 3,490,177	$ 2,812,371

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Geographic information

3 Months Ended

Mar. 31, 2013

Geographic Areas, Revenues from External Customers [Abstract]

Segment Reporting Disclosure [Text Block]

Note 4 — Geographic information

Product sales consist of the following:

	March 31,		March 31,
	2013		2012
Revenue from U.S. product sales	$	1,842,800	$	1,493,400
Revenue from non-U.S. product sales	$	410,300	$	193,000
Total revenue from product sales	$	2,253,100	$	1,686,400

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Property and Equipment (Details Textual) (USD $)	3 Months Ended
	Mar. 31, 2013
Depreciation	$ 241,400
Cost of Goods Sold, Depreciation	134,500
Other General and Administrative Expense	$ 106,900

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Goodwill and Identifiable Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Goodwill [Table Text Block]

These assets were a result of the Angel Business and Aldagen acquisitions. The carrying value of those intangible assets, and the associated amortization, were as follows: 

	March 31,			December 31,
	2013			2012
Trademarks	$	2,310,000		$	2,310,000
Technology		2,355,000			2,355,000
Customer relationships		708,000			708,000
In-process research and development		29,585,000			29,585,000
Total	$	34,958,000		$	34,958,000
Less accumulated amortization		(914,296	)		(822,713	)
	$	34,043,704		$	34,135,287

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Annual amortization expense based on our existing intangible assets and their estimated useful lives is expected to be approximately:

2014	366,500
2015	366,500
2016	366,500
2017	366,500
2018	366,500
Thereafter	2,718,600

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Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2013

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Property and equipment consists of the following:

	March 31,			December 31,
	2013			2012
Medical equipment	$	3,032,371		$	3,033,792
Office equipment		72,410			87,163
Manufacturing equipment		303,143			303,143
Leasehold improvements		390,911			390,911
		3,798,835			3,815,009
Less accumulated depreciation		(1,590,749	)		(1,374,928	)
	$	2,208,086		$	2,440,081

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Goodwill and Identifiable Intangible Assets (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Total	$ 34,958,000	$ 34,958,000
Less accumulated amortization	(914,296)	(822,713)
Intangible assets, net	34,043,704	34,135,287
Trademarks [Member]
Total	2,310,000	2,310,000
Technology [Member]
Total	2,355,000	2,355,000
Customer relationships [Member]
Total	708,000	708,000
In-process research and development [Member]
Total	$ 29,585,000	$ 29,585,000

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Accounts Payable and Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2013

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

Accounts payable and accrued expenses consisted of the following:

	March 31,		December 31,
	2013		2012
Trade payables	$	2,342,090	$	1,434,166
Accrued compensation and benefits		697,849		833,141
Accrued professional fees		135,026		156,205
Accrued interest		64,125		750
Other payables		251,087		388,109
	$	3,490,177	$	2,812,371

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Derivatives and other liabilities (Tables)

3 Months Ended

Mar. 31, 2013

Derivative and Other Liabilities [Abstract]

Schedule Of Derivative And Other Long Term Liabilities At Fair Value [Table Text Block]

Derivative and other liabilities consisted of the following:

	March 31,		December 31,
	2013		2012
Derivative liability, long-term portion	$	591,078	$	780,960
Long-term portion of convertible debt, net of unamortized discount		181,862		462,815
Deferred rent		41,741		58,005
Deferred tax liability		54,890		50,000
Interest payable		39,379		33,379
Conditional grant payable		30,000		30,000
Accrued term loan fee		3,482		—
	$	942,432	$	1,415,159

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Fair Value Measurements

3 Months Ended

Mar. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

Note 3 — Fair Value Measurements

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value.

Short-term Financial Instruments

The inputs used in measuring the fair value of cash and short-term investments are considered to be Level 1 in accordance with the three-tier fair value hierarchy. The fair market values are based on period-end statements supplied by the various banks and brokers that held the majority of the Company’s funds. The fair value of other short-term financial instruments (primarily accounts receivable and accounts payable and accrued expenses) approximate their carrying values because of their short-term nature.

Other Financial Instruments

The Company has segregated its financial assets and liabilities that are measured at fair value into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the table below. The Company has no non-financial assets and liabilities that are measured at fair value.

The carrying amounts of the liabilities measured at fair value are as follows:

Description	Level 1		Level 2		Level 3		Total
Liabilities at March 31, 2013:
Embedded conversion options	$	—	$	—	$	591,078	$	591,078
Total measured at fair value	$	—	$	—	$	591,078	$	591,078
Liabilities at December 31, 2012:
Embedded conversion options	$	—	$	—	$	780,960	$	780,960
Total measured at fair value	$	—	$	—	$	780,960	$	780,960

The liabilities measured at fair value in the above table are classified as “derivative and other liabilities” in the accompanying consolidated balance sheets.

The following table sets forth a summary of changes in the fair value of Level 3 liabilities for the three months ended March 31, 2013:

Balance at December 31, 2012		Established in 2012		Modification of Convertible Debt Agreement		Conversion to Common Stock			Change in Fair Value			Effect of Extinguishment of Debt			Balance at March 31, 2013
$	780,960	$	—	$	250,361	$	(68,994	)	$	(193,093	)	$	(178,156	)	$	591,078

Gains and losses in the fair value of derivative instruments are classified as the “change in the fair value of derivative instruments” in the accompanying consolidated statements of operations.

The fair value of the embedded conversion options is determined based on the Black-Scholes option pricing model, and includes the use of unobservable inputs such as the expected term, anticipated volatility and expected dividends. Changes in any of the assumptions related to the unobservable inputs identified above may change the fair value of the embedded conversion options. Increases in expected term, anticipated volatility and expected dividends generally result in increases in fair value, while decreases in the unobservable inputs generally result in decreases in fair value.

In July and November 2011, we issued convertible notes that contained embedded conversion options which met the criteria for derivative liabilities. The fair value of the conversion options, at March 31, 2013, approximates $591,000.

In October 2012, the Company purchased a Certificate of Deposit (“CD”) from its commercial bank in the amount of $53,000. This CD bears interest at an annual rate of 0.20% and matures on June 24, 2013. The $53,000 carrying value of the CD approximates its fair value. This CD collateralizes the Letter of Credit described in Commitment and Contingencies (see Note 16).

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Capital Stock Activity (Tables)

3 Months Ended

Mar. 31, 2013

Equity [Abstract]

Schedule Of Proceeds From Stock Issuances [Table Text Block]

The following table lists the sources of and the proceeds from those issuances:

Source	# of Shares		Total Proceeds
Sale of shares pursuant to registered direct offering		9,090,911	$	5,000,001
Sale of shares pursuant to October 2010 equity purchase agreement		450,000	$	303,000
Issuance of shares in lieu of cash for fees incurred pursuant to February 2013 equity purchase agreement		375,000	$	—
Issuance of shares for conversion of 4% Convertible Notes		345,580	$	—
Issuance of shares for release of security interest in patents		250,000	$	—
Issuance of shares in lieu of cash for consultant		17,500	$	—
Totals		10,528,991	$	5,303,001

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

The following table summarizes the stock options granted by the Company during the three months ended March 31, 2013. These options were granted to employees and board members under the Company’s Long-Term Incentive Plan.

Three Months Ended
March 31, 2013
Options Granted		Exercise Price
	303,000		$0.51 - $0.53

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

The Company had the following outstanding warrants and options:

	# Outstanding
Equity Instrument	March 31, 2013		December 31, 2012
Fitch/Coleman Warrants(1)		975,000		975,000
August 2009 Warrants(2)		1,070,916		1,070,916
April 2010 Warrants(3)		1,295,138		1,295,138
October 2010 Warrants(4)		1,488,839		1,488,839
Guarantor 2011 Warrants(5)		916,665		916,665
February 2012 Inducement Warrants(6)		1,180,547		1,180,547
February 2012 Aldagen Warrants(7)		2,115,596		2,115,596
February 2013 MidCap Warrants(8)		1,079,137		—
February 2013 Subordination Warrants(9)		800,000		—
February 2013 Worden Warrants(10)		250,000		—
February 2013 RDO Warrants(11)		6,363,638		—
February 2013 PA Warrants(12)		136,364		—
Other warrants(13)		200,000		200,000
Options issued under the Long-Term Incentive Plan(14)		8,162,952		7,866,953

(1) These warrants were issued in connection with the August 2, 2007 Term Sheet Agreement and Shareholders’ Agreement with the Company’s then outside patent counsel, Fitch Even Tabin & Flannery and The Coleman Law Firm, and have a 7.5 year term. The strike prices on the warrants are: 325,000 at $1.25 (Group A); 325,000 at $1.50 (Group B); and 325,000 at $1.75 (Group C). The Company may call up to 100% of these warrants, provided that the closing stock price is at or above the following call prices for ten consecutive trading days: Group A — $4/share; Group B — $5/share; Group C — $6/share. If the Company exercises its right to call, it shall provide at least 45 days notice for one-half of the warrants subject to the call and at least 90 days notice for the remainder of the warrants subject to the call.

(2) These warrants were issued in connection with the August 2009 financing, are voluntarily exercisable at $0.51 per share and expire in February 2014. These amounts reflect adjustments for an additional 420,896 warrants due to anti-dilutive provisions. These warrants were previously accounted for as a derivative liability through January 28, 2011. At that time, they were modified to remove non-standard anti-dilution clauses and the associated derivative liability and related deferred financing costs were reclassified to APIC.

(3) These warrants were issued in connection with the April 2010 Series D preferred stock offering, are voluntarily exercisable at $0.54 per share and expire on April 9, 2015.

(4) These warrants were issued in connection with the October 2010 financing. They have an exercise price of $0.60 and expire on April 7, 2016. These warrants were previously accounted for as a derivative liability through January 28, 2011. At that time, they were modified to remove non-standard anti-dilution clauses and the associated derivative liability and related deferred financing costs were reclassified to APIC.

(5) These warrants were issued pursuant to the Guaranty Agreements executed in connection with the Promissory Note issued in April 2011. These warrants have an exercise price of $0.50 per share and expire on April 28, 2016.

(6) These warrants were issued in connection with the February 2012 warrant exercise agreements executed with certain existing Cytomedix warrant holders. These warrants have an exercise price of $1.42 per share and expire on December 31, 2014.

(7) These warrants were issued in February 2012 in connection with the warrant exchange agreements between Cytomedix and various warrant holders of Aldagen. These warrants have an exercise price of $1.42 per share and expire on December 31, 2014.

(8) These warrants were issued in connection with the February 2013 financing. They are voluntarily exercisable, have an exercise price of $0.70 per share and expire on February 19, 2020.

(9) These warrants were issued in connection with the February 2013 financing, have an exercise price of $0.70 per share, and expire on February 19, 2018. They are only exercisable if the JPNT Note remains outstanding on or after 04-28-2015 (50% of total) and 04-15-2016 (remainder).

(10) These warrants were issued in connection with the February 2013 financing. They are voluntarily exercisable, have an exercise price of $0.70 per share, and expire on February 19, 2020.

(11) These warrants were issued in connection with the February 2013 registered direct offering. They are voluntarily exercisable, have an exercise price of $0.75 per share, and expire on February 22, 2018.

(12) These warrants were issued to the placement agent in connection with the February 2013 registered direct offering. They are exercisable on or after August 21, 2013, have an exercise price of $0.66 per share, and expire on February 22, 2018.

(13) These warrants were issued to a consultant in exchange for services provided. They are voluntarily exercisable, have an exercise price of $1.50 per share, and expire on February 24, 2014. There is no call provision associated with these warrants.

(14) These options were issued under the Company’s shareholder approved Long-Term Incentive Plan.

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Inventory (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Raw materials	$ 57,504	$ 79,090
Finished goods	876,741	1,091,007
Total	$ 934,245	$ 1,170,097

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Capital Stock Activity (Details Textual) (USD $)	1 Months Ended	3 Months Ended				1 Months Ended		3 Months Ended	1 Months Ended	3 Months Ended		1 Months Ended		3 Months Ended	1 Months Ended		3 Months Ended	1 Months Ended				1 Months Ended	3 Months Ended		1 Months Ended		1 Months Ended	3 Months Ended	1 Months Ended			3 Months Ended	1 Months Ended		3 Months Ended								3 Months Ended					3 Months Ended				3 Months Ended				3 Months Ended				3 Months Ended					3 Months Ended					3 Months Ended					3 Months Ended					3 Months Ended					3 Months Ended
	Feb. 28, 2013	Mar. 31, 2013	Feb. 19, 2013	Dec. 31, 2012	Mar. 31, 2013 Subsequent Event [Member]	Feb. 28, 2013 Lincoln Park [Member]	Feb. 18, 2013 Lincoln Park [Member]	Mar. 31, 2013 Lincoln Park [Member] Subsequent Event [Member]	Apr. 30, 2011 Jp Nevada Trust Note [Member]	Mar. 31, 2013 Jp Nevada Trust Note [Member]	Feb. 19, 2013 Jp Nevada Trust Note [Member]	Feb. 28, 2013 Jp Nevada Trust Note [Member] Criteria One [Member]	Apr. 30, 2011 Jp Nevada Trust Note [Member] Criteria One [Member]	Mar. 31, 2013 Jp Nevada Trust Note [Member] Criteria One [Member]	Feb. 28, 2013 Jp Nevada Trust Note [Member] Criteria Two [Member]	Apr. 30, 2011 Jp Nevada Trust Note [Member] Criteria Two [Member]	Mar. 31, 2013 Jp Nevada Trust Note [Member] Subsequent Event [Member] Criteria Two [Member]	Apr. 30, 2011 Jorden [Member] Criteria One [Member]	Apr. 30, 2011 Jorden [Member] Criteria Two [Member]	Feb. 28, 2013 Burrill Securities Llc [Member]	Feb. 19, 2013 Burrill Securities Llc [Member]	Feb. 28, 2013 Worden [Member]	Mar. 31, 2013 Worden [Member]	Feb. 19, 2013 Worden [Member]	Feb. 28, 2013 Jmj Note [Member]	Feb. 19, 2013 Jmj Note [Member]	Feb. 28, 2013 Midcap Financial Llc [Member]	Mar. 31, 2013 Midcap Financial Llc [Member]	Feb. 28, 2013 Midcap Financial Llc [Member] First Tranche [Member]	Feb. 28, 2013 Midcap Financial Llc [Member] Second Tranche [Member]	Mar. 31, 2013 Midcap Financial Llc [Member] Subsequent Event [Member]	Mar. 31, 2013 Acquisition Of Aldagen [Member]	Feb. 28, 2013 Minimum [Member] Worden [Member]	Feb. 28, 2013 Maximum [Member] Worden [Member]	Mar. 31, 2013 Fitch Coleman Warrants [Member]	Mar. 31, 2013 Fitch Coleman Warrants [Member] Group A Category [Member]	Mar. 31, 2013 Fitch Coleman Warrants [Member] Group B Category [Member]	Mar. 31, 2013 Fitch Coleman Warrants [Member] Group C Category [Member]	Mar. 31, 2013 August 2009 Warrants [Member]		Dec. 31, 2012 August 2009 Warrants [Member]		Mar. 31, 2013 April 2010 Warrant [Member]	Mar. 31, 2013 October 2010 Warrants [Member]		Dec. 31, 2012 October 2010 Warrants [Member]		Mar. 31, 2013 Guarantor 2011 Warrants [Member]		Dec. 31, 2012 Guarantor 2011 Warrants [Member]		Mar. 31, 2013 February 2012 Inducement Warrants [Member]		Dec. 31, 2012 February 2012 Inducement Warrants [Member]		Mar. 31, 2013 Other Warrants [Member]		Dec. 31, 2012 Other Warrants [Member]		Mar. 31, 2013 February 2012 Aldagen Warrants [Member]		Dec. 31, 2012 February 2012 Aldagen Warrants [Member]		Mar. 31, 2013 August 2010 Warrants [Member]	Mar. 31, 2013 February 2013 MidCap Warrants (Member)		Feb. 28, 2013 February 2013 MidCap Warrants (Member)	Dec. 31, 2012 February 2013 MidCap Warrants (Member)		Mar. 31, 2013 February 2013 Subordination Warrants (Member)		Feb. 28, 2013 February 2013 Subordination Warrants (Member)	Dec. 31, 2012 February 2013 Subordination Warrants (Member)		Mar. 31, 2013 February 2013 Worden Warrants [Member]		Feb. 28, 2013 February 2013 Worden Warrants [Member]	Dec. 31, 2012 February 2013 Worden Warrants [Member]		Mar. 31, 2013 February 2013 RDO Warrants [Member]		Feb. 28, 2013 February 2013 RDO Warrants [Member]	Dec. 31, 2012 February 2013 RDO Warrants [Member]		Mar. 31, 2013 February 2013 PA Warrants [Member]		Feb. 28, 2013 February 2013 PA Warrants [Member]	Dec. 31, 2012 February 2013 PA Warrants [Member]
Total new shares issued		10,528,991
Class Of Warrant Or Right Exercise Term																																			7 years 6 months
Class Of Warrant Or Right Outstanding																																				325,000	325,000	325,000	1,070,916	[1]	1,070,916	[1]		1,488,839	[2]	1,488,839	[2]	916,665	[3]	916,665	[3]	1,180,547	[4]	1,180,547	[4]	200,000	[5]	200,000	[5]	2,115,596	[6]	2,115,596	[6]		1,079,137	[7]		0	[7]	800,000	[8]		0	[8]	250,000	[9]		0	[9]	6,363,638	[10]		0	[10]	136,364	[11]		0	[11]
Entire Outstanding Warrants Callup Condition Based On Minimum Trading Price																																				$ 4	$ 5	$ 6
Class Of Warrant Or Righst Date From Which Warrants Or Rights Expiration																																											Apr. 09, 2015	Apr. 07, 2016				Apr. 28, 2016				Dec. 31, 2014				Feb. 24, 2014				Dec. 31, 2014					Feb. 19, 2020					Apr. 28, 2015					Feb. 19, 2020					Feb. 22, 2018					Feb. 22, 2018
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross		303,000
Share Based Compensation Arrangement By Share Based Payment Award Stock Options and Compensatory Warrants Forfeited In Period		7,001
Additional Warrants Adjustments Due To Antidilutive Provisions																																							420,896
Common Stock Capital Shares Reserved For Future Issuance Value						$ 15,000,000		$ 15,000,000
Shares Issuable Under Purchase Agreements						150,000
Increase In Shares Issuable Under Purchase Agreements						200,000
Sale of Stock, Price Per Share							$ 1.00
Stock Issued During Period Share Purchase Agreement						375,000
Stock Issued During Period Additonal Shares Issued Under Purcahse Agreement	375,000
Proceeds from Issuance of Private Placement	5,000,000																															5,000,000
Share Price			$ 0.55
Warrants Exercise Price			$ 0.75		$ 0.75
Placement Fee																				350,000
Expense Reimbursement Limit																				52,000
Warrant Exercise Price Percentage																				120.00%
Term Loan Commitments																												7,500,000
Conditions For Obtaining Second Tranche Receipts Criteria Two																												(ii) raises an amount of not less than $5.0 million in the aggregate from (a) equity investors, and/or (b) partnership proceeds on or before July 31, 2013 (the "Capital Raise Event").
Conditions For Obtaining Second Tranche Receipts Creteria 1																												(i) if the Company achieves certain performance milestones for 2013.
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			6,363,637						533,334	266,666											136,364			250,000				1,079,137			1,079,137
Class of Warrant or Right, Exercise Price of Warrants or Rights										0.70														0.7				0.7			0.70					1.25	1.5	1.75	0.51				0.54	0.60				0.50				1.42								1.42				0.50			0.70					0.70					0.70					0.75					0.66
Debt Instrument Descirption Of Floor Price		LIBOR floor of 3																										LIBOR floor of 3%.
Term Loan Fee Payable Percentage Year One		5.00%																										5.00%
Term Loan Fee Payable Percentage Year Two		3.00%																										3.00%
Term Loan Fee Payable Percentage Thereafter		1.00%																										1.00%
Royalty Expense																						5,000,000	500,000
Future Annaul Royalty Limitation																																	600,000	625,000
Warrants Exercisable									500,000	250,000
Warrants Exercised Upon Default In Payment Of Note On Fourth Anniversary												133,333	266,667	133,333			133,333	57,143
Guarantor Obligations, Current Carrying Value										1,400,000
Warrants Exercised Upon Default In Payment Of Note On Fifth Anniversary									107,143						133,333	266,667			57,143
Note payable		6,045,208		2,100,000							2,100,000															100,000
Long-term Debt, Gross																										750,000
Condition For Accelerated Purchase By Accredited Investor Minimum Share Price						0.45
Shares Issued In Private Placement Maximum Percentage						9.99%
Debt Instrument Remitted Payment																									370,000
Debt Instrument, Description of Variable Rate Basis																												(LIBOR) plus 8.0%.
Proceeds From Term Loan Commitments																											$ 4,500,000		$ 4,500,000	$ 3,000,000
Stock Issued During Period Shares Investors	9,090,910

[1] These warrants were issued in connection with the August 2009 financing, are voluntarily exercisable at $0.51 per share and expire in February 2014. These amounts reflect adjustments for an additional 420,896 warrants due to anti-dilutive provisions. These warrants were previously accounted for as a derivative liability through January 28, 2011. At that time, they were modified to remove non-standard anti-dilution clauses and the associated derivative liability and related deferred financing costs were reclassified to APIC.

[2] These warrants were issued in connection with the October 2010 financing. They have an exercise price of $0.60 and expire on April 7, 2016. These warrants were previously accounted for as a derivative liability through January 28, 2011. At that time, they were modified to remove non-standard anti-dilution clauses and the associated derivative liability and related deferred financing costs were reclassified to APIC.

[3] These warrants were issued pursuant to the Guaranty Agreements executed in connection with the Promissory Note issued in April 2011. These warrants have an exercise price of $0.50 per share and expire on April 28, 2016.

[4] These warrants were issued in connection with the February 2012 warrant exercise agreements executed with certain existing Cytomedix warrant holders. These warrants have an exercise price of $1.42 per share and expire on December 31, 2014.

[5] These warrants were issued to a consultant in exchange for services provided. They are voluntarily exercisable, have an exercise price of $1.50 per share, and expire on February 24, 2014. There is no call provision associated with these warrants.

[6] These warrants were issued in February 2012 in connection with the warrant exchange agreements between Cytomedix and various warrant holders of Aldagen. These warrants have an exercise price of $1.42 per share and expire on December 31, 2014.

[7] These warrants were issued in connection with the February 2013 financing. They are voluntarily exercisable, have an exercise price of $0.70 per share and expire on February 19, 2020.

[8] These warrants were issued in connection with the February 2013 financing, have an exercise price of $0.70 per share, and expire on February 19, 2018. They are only exercisable if the JPNT Note remains outstanding on or after 04-28-2015 (50% of total) and 04-15-2016 (remainder).

[9] These warrants were issued in connection with the February 2013 financing. They are voluntarily exercisable, have an exercise price of $0.70 per share, and expire on February 19, 2020.

[10] These warrants were issued in connection with the February 2013 registered direct offering. They are voluntarily exercisable, have an exercise price of $0.75 per share, and expire on February 22, 2018.

[11] These warrants were issued to the placement agent in connection with the February 2013 registered direct offering. They are exercisable on or after August 21, 2013, have an exercise price of $0.66 per share, and expire on February 22, 2018.

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2013	Dec. 31, 2012
ASSETS
Cash	$ 7,216,081	$ 2,615,805
Short-term investments, restricted	53,248	53,248
Accounts and other receivable, net	2,366,175	1,733,742
Inventory	934,245	1,170,097
Prepaid expenses and other current assets	1,872,786	737,445
Deferred costs, current portion	286,192	136,436
Total current assets	12,728,727	6,446,773
Property and equipment, net	2,208,086	2,440,081
Deferred costs	666,735	180,783
Intangible assets, net	34,043,704	34,135,287
Goodwill	1,128,517	1,128,517
Total assets	50,775,769	44,331,441
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses	3,490,177	2,812,371
Total current liabilities	3,490,177	2,812,371
Note payable	6,045,208	2,100,000
Derivative and other liabilities	942,432	1,415,159
Total liabilities	10,477,817	6,327,530
Commitments and contingencies
Conditionally redeemable common stock (909,091 issued and outstanding)	500,000	0
Stockholders' equity
Common stock; $.0001 par value, authorized 160,000,000 shares; 2013 issued and outstanding - 104,337,377 shares; 2012 issued and outstanding - 93,808,386 shares	10,343	9,381
Common stock issuable	471,250	489,100
Additional paid-in capital	115,635,144	108,485,646
Accumulated deficit	(76,318,785)	(70,980,216)
Total stockholders' equity	39,797,952	38,003,911
Total liabilities and stockholders' equity	$ 50,775,769	$ 44,331,441

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Goodwill and Identifiable Intangible Assets (Details 1) (USD $)	Mar. 31, 2013
2014	$ 366,500
2015	366,500
2016	366,500
2017	366,500
2018	366,500
Thereafter	$ 2,718,600

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Business and Presentation

3 Months Ended

Mar. 31, 2013

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Nature of Operations [Text Block]

Note 1 — Business and Presentation

Description of Business

Cytomedix, Inc. (“Cytomedix,” the “Company,” “we,” “us,” or “our”) is a regenerative therapies company marketing and developing products within the U.S. and internationally. We commercialize innovative cell-based technologies that harness the regenerative capacity of the human body to trigger natural healing. The use of autologous (from self) biological therapies for tissue repair and regeneration is part of a transformative clinical strategy designed to improve long term recovery in complex chronic conditions with significant unmet medical needs. We currently have a growing commercial operation, and a robust clinical pipeline representing a logical extension of our commercial technologies in the evolving field of regenerative medicine.

Our current commercial offerings are centered on our point of care platform technologies for the safe and efficient separation of blood and bone marrow to produce platelet based therapies or cell concentrates. Today, we promote two distinct platelet rich plasma (PRP) technologies, the AutoloGel System for wound care and the Angel concentrated Platelet Rich Plasma (cPRP) System in orthopedics and cardiovascular markets. Our sales are predominantly (approximately 82%) in the United States, where we sell our products through a combination of direct sales representatives and independent sales agents. Commercial growth drivers in the U.S. include Medicare coverage for the treatment of chronic wounds under a National Coverage Decision allowing Coverage with Evidence Development (CED), and the patient driven private pay PRP business in orthopedics and aesthetics. In Europe, the Middle East, Canada, and Australia we have a network of experienced distributors covering key markets.

Our clinical pipeline includes the ALDH ^br cell-based therapies (“Bright Cells”), acquired through the February 2012 acquisition of Aldagen, Inc., a privately held biopharmaceutical company and the expansion of the Angel System for use in other clinical indications. Cytomedix has a strong and growing patent portfolio intended to drive value by facilitating and protecting leading market positions for our commercial products, attracting strategic partners, and generating revenue via out-licensing agreements.

Basis of Presentation and Significant Accounting Policies

The unaudited financial statements included herein are presented on a condensed consolidated basis and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. The financial statements reflect all adjustments that are, in the opinion of management, necessary to fairly state such information. All such adjustments are of a normal recurring nature. Although the Company believes that the disclosures are adequate to make the information presented not misleading, certain information and footnote disclosures, including a description of significant accounting policies normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to such rules and regulations.

The year-end balance sheet data were derived from audited consolidated financial statements but do not include all disclosures required by accounting principles generally accepted in the United States of America.

These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s 2012 Annual Report on Form 10-K filed with the Securities and Exchange Commission. The results of operations for interim periods are not necessarily indicative of the results for any subsequent quarter or the entire fiscal year ending December 31, 2013.

Basic and Diluted Loss Per Share

We compute basic and diluted net loss per common share using the weighted-average number of shares of common stock outstanding during the period. During periods of net losses, shares associated with outstanding stock options, stock warrants, convertible preferred stock, and convertible debt are not included because the inclusion would be anti-dilutive. The total numbers of such shares excluded from the calculation of diluted net loss per common share were 27,345,975 for the three months ended March 31, 2013, and 22,739,002 for the three months ended March 31, 2012.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the net tangible and intangible assets acquired in business combinations. The Company conducts an impairment test of goodwill on an annual basis as of October 1 of each year. The Company will also conduct tests if events occur or circumstances change that would, more likely than not, reduce the fair value of the Company below its carrying value.

Indefinite lived intangible assets consist of in-process research and development (IPR&D) acquired in the acquisition of Aldagen. The acquired IPR&D consists of specific cell populations (that are related to a specific indication) and the use of the cell populations in treating particular medical conditions. The Company evaluates its indefinite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable, and at least on an annual basis on October 1 of each year, by comparing the fair value of the asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, the Company would recognize an impairment loss in the amount of that excess.

Identifiable intangible assets with finite lives consist of trademarks, technology (including patents), and customer relationships acquired in business combinations. These intangibles are amortized using the straight-line method over their estimated useful lives. The Company reviews its finite-lived intangible assets for potential impairment when circumstances indicate that the carrying amount of assets may not be recoverable.

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Fair Value Measurements (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Embedded conversion options	$ 591,078	$ 780,960
Total measured at fair value	591,078	780,960
Fair Value, Inputs, Level 1 [Member]
Embedded conversion options	0	0
Total measured at fair value	0	0
Fair Value, Inputs, Level 2 [Member]
Embedded conversion options	0	0
Total measured at fair value	0	0
Fair Value, Inputs, Level 3 [Member]
Embedded conversion options	591,078	780,960
Total measured at fair value	$ 591,078	$ 780,960

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Business and Presentation (Policies)

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation and Significant Accounting Policies

The unaudited financial statements included herein are presented on a condensed consolidated basis and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. The financial statements reflect all adjustments that are, in the opinion of management, necessary to fairly state such information. All such adjustments are of a normal recurring nature. Although the Company believes that the disclosures are adequate to make the information presented not misleading, certain information and footnote disclosures, including a description of significant accounting policies normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to such rules and regulations.

The year-end balance sheet data were derived from audited consolidated financial statements but do not include all disclosures required by accounting principles generally accepted in the United States of America.

These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s 2012 Annual Report on Form 10-K filed with the Securities and Exchange Commission. The results of operations for interim periods are not necessarily indicative of the results for any subsequent quarter or the entire fiscal year ending December 31, 2013.

Earnings Per Share, Policy [Policy Text Block]

Basic and Diluted Loss Per Share

We compute basic and diluted net loss per common share using the weighted-average number of shares of common stock outstanding during the period. During periods of net losses, shares associated with outstanding stock options, stock warrants, convertible preferred stock, and convertible debt are not included because the inclusion would be anti-dilutive. The total numbers of such shares excluded from the calculation of diluted net loss per common share were 27,345,975 for the three months ended March 31, 2013, and 22,739,002 for the three months ended March 31, 2012.

Goodwill and Intangible Assets, Policy [Policy Text Block]

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the net tangible and intangible assets acquired in business combinations. The Company conducts an impairment test of goodwill on an annual basis as of October 1 of each year. The Company will also conduct tests if events occur or circumstances change that would, more likely than not, reduce the fair value of the Company below its carrying value.

Indefinite lived intangible assets consist of in-process research and development (IPR&D) acquired in the acquisition of Aldagen. The acquired IPR&D consists of specific cell populations (that are related to a specific indication) and the use of the cell populations in treating particular medical conditions. The Company evaluates its indefinite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable, and at least on an annual basis on October 1 of each year, by comparing the fair value of the asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, the Company would recognize an impairment loss in the amount of that excess.

Identifiable intangible assets with finite lives consist of trademarks, technology (including patents), and customer relationships acquired in business combinations. These intangibles are amortized using the straight-line method over their estimated useful lives. The Company reviews its finite-lived intangible assets for potential impairment when circumstances indicate that the carrying amount of assets may not be recoverable.

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Fair Value Measurements (Details 1) (Fair Value, Inputs, Level 3 [Member], Embedded conversion options [Member], USD $)	3 Months Ended
	Mar. 31, 2013
Fair Value, Inputs, Level 3 [Member] | Embedded conversion options [Member]
Balance, Opening	$ 780,960
Established in 2012	0
Modification of Convertible Debt Agreement	250,361
Conversion to Common Stock	(68,994)
Change in Fair Value	(193,093)
Effect of Extinguishment of Debt	(178,156)
Balance, Ending	$ 591,078

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Geographic information (Tables)

3 Months Ended

Mar. 31, 2013

Geographic Areas, Revenues from External Customers [Abstract]

Schedule Of Geographic Information On Revenues [Table Text Block]

Product sales consist of the following:

	March 31,		March 31,
	2013		2012
Revenue from U.S. product sales	$	1,842,800	$	1,493,400
Revenue from non-U.S. product sales	$	410,300	$	193,000
Total revenue from product sales	$	2,253,100	$	1,686,400

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Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2013

New Accounting Pronouncements and Changes In Accounting Principles [Abstract]

Significant Accounting Policies [Text Block]

Note 2 — Recent Accounting Pronouncements

The Company believes the adoption of Accounting Standards Updates issued but not yet adopted will not have a material impact to our results of operations or financial position.

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CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $)	Mar. 31, 2013	Dec. 31, 2012
Temporary equity, shares issued	909,091
Temporary equity, shares outstanding	909,091
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized	160,000,000	160,000,000
Common stock, issued	104,337,377	93,808,386
Common stock, outstanding	104,337,377	93,808,386

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Debt

3 Months Ended

Mar. 31, 2013

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

Note 12 — Debt

4% Convertible Notes

On July 15, 2011, Cytomedix issued $1.3 million of its 4% Convertible Notes (the “July 4% Convertible Notes”) to an unaffiliated third party. The July 4% Convertible Notes mature on July 15, 2014 and bear a one-time interest charge of 4% due on maturity. The July 4% Convertible Notes (plus accrued interest) convert at the option of JMJ, in whole or in part and from time to time, into shares of the Company’s common stock at a conversion rate equal to (i) the lessor of $0.80 per share or (ii) 80% of the average of the three lowest closing prices of the Company’s common stock for the previous 20 trading days prior to conversion (subject to a “floor” price of $0.25 per share). At March 31, 2013, approximately $546,000 face amount of the July 4% Convertible Notes remained and were convertible into approximately 1.4 million shares of common stock at a conversion price of $0.40 per share.

On November 18, 2011, Cytomedix issued $0.5 million of its 4% Convertible Notes (the “November 4% Convertible Notes”) to the holder. The November 4% Convertible Notes mature on November 18, 2014 and bear a one-time interest charge of 4% due on maturity. The November 4% Convertible Notes (plus accrued interest) convert at the option of the holder, in whole or in part and from time to time, into shares of the Company’s common stock at a conversion rate equal to 80% of the average of the three lowest closing prices of the Company’s common stock for the previous 20 trading days prior to conversion (subject to a “floor” price of $0.25 per share). At March 31, 2013, approximately $130,000 face amount of the November 4% Convertible Notes remained and were convertible into approximately 0.3 million shares of common stock at a conversion price of $0.40 per share.

The holder has the option to provide additional funding of up to $1.0 million on substantially the same terms; however, the Company may elect to cancel such notes, in its sole discretion, with no penalty.

The conversion option embedded in the July and November 4% Convertible Notes is accounted for as a derivative liability, and resulted in the creation at issuance of a discount to the carrying amount of the debt, totaling $1.8 million, which is being amortized as additional interest expense using the straight-line method over the term of the July and November 4% Convertible Notes (the Company determined that using the straight-line method of amortization did not yield a materially different amortization schedule than the effective interest method). The embedded conversion option is recorded at fair value and is marked to market at each period, with the resulting change in fair value being reflected as “change in fair value of derivative liabilities” in the accompanying condensed consolidated statements of operations.

On February 19, 2013, the Company and the holder of these notes, agreed, in consideration of the subordination of the rights and remedies under these notes to that of another party, to amend the notes to extend the maturity date to September 20, 2016. Also, as part of the consideration, the Company repaid approximately $0.3 million of the principal of the note. The amendments were accounted for as a partial “extinguishment” and a partial “modification” of the notes. The partial extinguishment resulted in the immediate expensing of approximately $54,000 of new fees and expenses and $54,000 of the increase in the fair value of the embedded conversion option. The partial modification resulted in the deferral of approximately $46,000 of new fees and expenses and $197,000 of the increase in the fair value of the embedded conversion option (as additional debt discount).

12% Interest Only Note

On April 28, 2011, the Company borrowed $2.1 million pursuant to a secured promissory note that matures April 28, 2015. The note accrues interest at a rate of 12% per annum, and requires interest-only payments each quarter commencing September 30, 2011, with the then outstanding principal due on the maturity date. The note may be accelerated by the lender if Cytomedix defaults in the performance of the terms of the promissory note, if the representations and warranties made by us in the note are materially incorrect, or if we undergo a bankruptcy event. The note is secured by business assets acquired from Sorin. The proceeds were used to fully satisfy the Company’s then existing obligation under a separate note payable to Sorin.

In connection with the issuance of the new secured promissory note, the Company issued the lender a warrant to purchase up to 1,000,000 shares at an exercise price of $0.50 per share vesting as follows: (a) 666,667 shares upon issuance of the note, (b) 83,333 shares if the note has not been prepaid by the first anniversary of its issuance, (c) 116,667 shares if the note has not been prepaid by the second anniversary of its issuance, and (d) 133,333 shares if the note has not been prepaid by the third anniversary of its issuance.

Of the $2,100,000 due under the note, our payment obligations with respect to $1,400,000 under the note were guaranteed by certain insiders, affiliates, and shareholders of the Company, including Mr. David Jorden, one of the Company’s directors. In connection with this guarantee, the Company issued the guarantors warrants to purchase an aggregate of up to 1,500,000 shares, on a pro rata basis based on the amount of the guarantee, at an exercise price of $0.50 per share vesting as follows: (a) 833,333 shares upon issuance of the note, (b) 166,667 shares if the note has not been prepaid by the first anniversary of its issuance, (c) 233,333 shares if the note has not been prepaid by the second anniversary of its issuance, and (d) 266,667 shares if the note has not been prepaid by the third anniversary of its issuance.

The warrants issued to the lender and the guarantors were valued at approximately $546,000, were recorded as deferred debt issuance costs, and are being amortized to interest expense on a straight-line basis over the guarantee period. The Company determined that the straight-line method of amortization did not yield a materially different amortization schedule from the effective interest method.

On February 19, 2013, The Company and the holder of the note, in consideration for subordination of its security interest under the note to that of another party, agreed, to amend the note. In the amendment, the Company agreed to extend the maturity date of the note to November 19, 2016. In addition, the parties agreed to amend the vesting schedule on the warrants issued by the Company in April 2011 such that the remaining 250,000 warrant shares are exercisable immediately and to issue the holder a new warrant to purchase up to 266,666 shares at an exercise price of $0.70 per share vesting as follows: (i) 133,333 shares may be exercised only if the note has not been paid by the fourth anniversary of its issuance, and (ii) the remaining 133,333 shares may be exercised only if the note has not been paid by the fifth anniversary of its issuance. 

The Company also: (i) amended the warrant vesting schedule on the guarantors’ warrants issued by the Company in April 2011 such that the remaining 500,000 warrant shares are exercisable immediately and (ii) granted new warrants to the guarantors to acquire up to 533,334 shares of the Company’s common stock pursuant to warrants at the exercise price of $0.70 per share, vesting as follows: (i) 266,667 warrant shares may be exercised only if the JP Trust Note has not been prepaid by the fourth anniversary of its issuance, and (ii) the remaining 266,667 shares may be exercised only if the note has not been paid by the fifth anniversary of its issuance.

The amendment was accounted for as a “modification.” Accordinly, the warrants issued to the lender as a result of the amendment (valued at approximately $152,000) were recorded as deferred debt issuance costs, and are being amortized to interest expense on a straight-line basis over the guarantee period. The Company determined that the straight-line method of amortization did not yield a materially different amortization schedule from the effective interest method. The warrants issued to the guarantors as a result of the amendment were valued at approximately $304,000 and were recorded as interest expense in the first quarter of 2013.

Term Loan

On February 19, 2013, the Company entered into a Credit and Security Agreement (the “Credit Agreement”) with an unaffiliated third party that provides for an aggregate term loan commitments of $7.5 million. The Company received the first tranche of $4.5 million on February 27, 2013. The second tranche of $3.0 million may be advanced to the Company, at the Company’s discretion, upon satisfaction of the following conditions: (i) if the Company achieves certain performance milestones for 2013 and (ii) raises an amount of not less than $5.0 million in the aggregate from (a) equity investors, and/or (b) partnership proceeds on or before July 31, 2013 (the “Capital Raise Event”).

The term loan will mature on August 19, 2016, and will be repaid on a straight-line amortization basis, with the first twelve months being an interest only period and commencing on the thirteenth month the principal on both the first tranche and, if applicable, on the second tranche, will be amortized in equal monthly amounts through the maturity date.

In connection with the foregoing loan facility, the Company issued the lender a seven-year warrant to purchase 1,079,137 shares of the Company’s common stock at the warrant exercise price of $0.70 per share. The exercise price and the number of shares issuable upon exercise of the warrant is subject to standard anti-dilution adjustments and contains a cashless exercise provision.

Interest on the outstanding balance of the term loan is payable monthly in arrears at an annual rate of the one-month London Interbank Offered Rate (LIBOR), plus 8.0%, subject to a LIBOR floor of 3%, and is calculated on the basis of the actual number of days elapsed in a 360 day year. In the event the term loan is prepaid by the Company prior to the end of its term, the Company will be required to pay to the lender a fee equal to an amount determined by multiplying the outstanding amount on the loan by 5% in the first year, 3% in the second year and 1% after that.

Amounts borrowed under the Credit Agreement are secured by a first priority security interest on all existing and after-acquired assets of the Company, including the intellectual property of the Company and its subsidiaries. The Credit Agreement contains events of default and remedies customary for loan transactions of this sort including, among others, those related to a default in the payment of principal or interest, a material inaccuracy of a representation or warranty, a default with regard to performance of certain covenants, a material adverse change (as defined in the Credit Agreement) occurs, and certain change of control events. In addition, the failure to consummate the Capital Raise Event constitutes an event of default under the Credit Agreement. The Company would also be in default under the Credit Agreement in the event of certain withdrawals, recalls, adverse test results or enforcement actions with respect to the Company’s products. Upon the occurrence of a default, in some cases following a notice and cure period, lender may accelerate the maturity of the loans and require the full and immediate repayment of all borrowings under the Credit Agreement. The Credit Agreement also contains financial and customary negative covenants, including with respect to the Company’s ability to sell, lease, transfer, assign, grant a security interest in or otherwise dispose of its assets except in the ordinary course of business, or incur additional indebtedness.

The warrants issued to the lender were valued at approximately $568,000, were recorded as a debt discount, and are being amortized to interest expense over the term of the loan. The Company determined that the straight-line method of amortization did not yield a materially different amortization schedule from the effective interest method. The warrants are classified in equity.

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DOCUMENT AND ENTITY INFORMATION	3 Months Ended
	Mar. 31, 2013	Apr. 30, 2013
Entity Registrant Name	CYTOMEDIX INC
Entity Central Index Key	0001091596
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Trading Symbol	cmxi
Entity Common Stock, Shares Outstanding		104,512,955
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2013
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2013

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Income Taxes

3 Months Ended

Mar. 31, 2013

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

Note 13 — Income Taxes

The Company accounts for income taxes using the asset and liability approach. This approach requires the recognition of tax benefits or expenses on the temporary differences between the financial reporting and tax bases of the Company’s assets and liabilities. For interim periods, the Company recognizes a provision (benefit) for income taxes based on an estimated annual effective tax rate expected for the entire year. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company also recognizes a tax benefit from uncertain tax positions only if it is “more likely than not” that the position is sustainable based on its technical merits. The Company’s policy is to recognize interest and penalties on uncertain tax positions as a component of income tax expense.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Revenues
Product Sales	$ 2,253,129	$ 1,686,392
License Fees	0	1,330,362
Royalties	64,172	0
Total revenues	2,317,301	3,016,754
Cost of revenues
Cost of sales	1,267,310	848,436
Cost of royalties	5,134	0
Total cost of revenues	1,272,444	848,436
Gross profit	1,044,857	2,168,318
Operating expenses
Salaries and wages	1,998,196	2,062,128
Consulting expenses	533,512	829,047
Professional fees	125,348	463,037
Research, development, trials and studies	901,685	357,308
General and administrative expenses	2,489,326	1,176,227
Total operating expenses	6,048,067	4,887,747
Loss from operations	(5,003,210)	(2,719,429)
Other income (expense)
Interest, net	(519,029)	(267,145)
Change in fair value of derivative liabilities	193,093	(220,314)
Inducement expense	0	(1,512,148)
Other	(4,533)	0
Total other income (expenses)	(330,469)	(1,999,607)
Loss before provision for income taxes	(5,333,679)	(4,719,036)
Income tax provision	4,890	4,609
Net loss	(5,338,569)	(4,723,645)
Preferred dividends:
Net loss to common stockholders	(5,338,569)	(4,737,207)
Loss per common share - Basic and diluted (in dollars per share)	$ (0.05)	$ (0.07)
Weighted average shares outstanding - Basic and diluted (in shares)	99,105,448	63,262,699
Series D preferred stock [Member]
Preferred dividends:
Preferred stock	$ 0	$ 13,562

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Prepaid Expenses and Other Current Assets

3 Months Ended

Mar. 31, 2013

Prepaid Expense and Other Assets, Current [Abstract]

Prepaid Expenses and Other Current Assets [Text Block]

Note 7 — Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

	March 31,		December 31,
	2013		2012
Prepaid insurance	$	72,636	$	61,519
Prepaid fees and rent		158,022		186,407
Deposits and advances		702,403	$	409,604
Prepaid royalties		815,624		6,250
Other Current Assets		124,101		73,665
	$	1,872,786	$	737,445

Prepaid royalties is a result of a payment made, to a holder of a security interest in patents, for the termination and release of the security interest. The prepayment will be amortized to cost of sales over the life of the patents which expire November 2019.

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Inventory

3 Months Ended

Mar. 31, 2013

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

Note 6 — Inventory

The carrying amounts of inventories are as follows:

	March 31,		December 31,
	2013		2012
Raw materials	$	57,504	$	79,090
Finished goods		876,741		1,091,007
	$	934,245	$	1,170,097

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value Inputs Liability Quantitative Information [Table Text Block]

The carrying amounts of the liabilities measured at fair value are as follows:

Description	Level 1		Level 2		Level 3		Total
Liabilities at March 31, 2013:
Embedded conversion options	$	—	$	—	$	591,078	$	591,078
Total measured at fair value	$	—	$	—	$	591,078	$	591,078
Liabilities at December 31, 2012:
Embedded conversion options	$	—	$	—	$	780,960	$	780,960
Total measured at fair value	$	—	$	—	$	780,960	$	780,960

Fair Value, Measurement Inputs, Disclosure [Table Text Block]

The following table sets forth a summary of changes in the fair value of Level 3 liabilities for the three months ended March 31, 2013:

Balance at December 31, 2012		Established in 2012		Modification of Convertible Debt Agreement		Conversion to Common Stock			Change in Fair Value			Effect of Extinguishment of Debt			Balance at March 31, 2013
$	780,960	$	—	$	250,361	$	(68,994	)	$	(193,093	)	$	(178,156	)	$	591,078

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Capital Stock Activity

3 Months Ended

Mar. 31, 2013

Equity [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Note 14 — Capital Stock Activity

The Company issued 10,528,991 shares of Common stock during the three months ended March 31, 2013. The following table lists the sources of and the proceeds from those issuances:

Source	# of Shares		Total Proceeds
Sale of shares pursuant to registered direct offering		9,090,911	$	5,000,001
Sale of shares pursuant to October 2010 equity purchase agreement		450,000	$	303,000
Issuance of shares in lieu of cash for fees incurred pursuant to February 2013 equity purchase agreement		375,000	$	—
Issuance of shares for conversion of 4% Convertible Notes		345,580	$	—
Issuance of shares for release of security interest in patents		250,000	$	—
Issuance of shares in lieu of cash for consultant		17,500	$	—
Totals		10,528,991	$	5,303,001

The following table summarizes the stock options granted by the Company during the three months ended March 31, 2013. These options were granted to employees and board members under the Company’s Long-Term Incentive Plan.

Three Months Ended
March 31, 2013
Options Granted		Exercise Price
	303,000		$0.51 - $0.53

During the three months ended March 31, 2013, 7,001 stock options were forfeited by contract due to the termination of the underlying service arrangement.

No dividends were declared or paid on the Company’s Common stock in any of the periods discussed in this report.

The Company had the following outstanding warrants and options:

	# Outstanding
Equity Instrument	March 31, 2013		December 31, 2012
Fitch/Coleman Warrants(1)		975,000		975,000
August 2009 Warrants(2)		1,070,916		1,070,916
April 2010 Warrants(3)		1,295,138		1,295,138
October 2010 Warrants(4)		1,488,839		1,488,839
Guarantor 2011 Warrants(5)		916,665		916,665
February 2012 Inducement Warrants(6)		1,180,547		1,180,547
February 2012 Aldagen Warrants(7)		2,115,596		2,115,596
February 2013 MidCap Warrants(8)		1,079,137		—
February 2013 Subordination Warrants(9)		800,000		—
February 2013 Worden Warrants(10)		250,000		—
February 2013 RDO Warrants(11)		6,363,638		—
February 2013 PA Warrants(12)		136,364		—
Other warrants(13)		200,000		200,000
Options issued under the Long-Term Incentive Plan(14)		8,162,952		7,866,953

(1) These warrants were issued in connection with the August 2, 2007 Term Sheet Agreement and Shareholders’ Agreement with the Company’s then outside patent counsel, Fitch Even Tabin & Flannery and The Coleman Law Firm, and have a 7.5 year term. The strike prices on the warrants are: 325,000 at $1.25 (Group A); 325,000 at $1.50 (Group B); and 325,000 at $1.75 (Group C). The Company may call up to 100% of these warrants, provided that the closing stock price is at or above the following call prices for ten consecutive trading days: Group A — $4/share; Group B — $5/share; Group C — $6/share. If the Company exercises its right to call, it shall provide at least 45 days notice for one-half of the warrants subject to the call and at least 90 days notice for the remainder of the warrants subject to the call.

(2) These warrants were issued in connection with the August 2009 financing, are voluntarily exercisable at $0.51 per share and expire in February 2014. These amounts reflect adjustments for an additional 420,896 warrants due to anti-dilutive provisions. These warrants were previously accounted for as a derivative liability through January 28, 2011. At that time, they were modified to remove non-standard anti-dilution clauses and the associated derivative liability and related deferred financing costs were reclassified to APIC.

(3) These warrants were issued in connection with the April 2010 Series D preferred stock offering, are voluntarily exercisable at $0.54 per share and expire on April 9, 2015.

(4) These warrants were issued in connection with the October 2010 financing. They have an exercise price of $0.60 and expire on April 7, 2016. These warrants were previously accounted for as a derivative liability through January 28, 2011. At that time, they were modified to remove non-standard anti-dilution clauses and the associated derivative liability and related deferred financing costs were reclassified to APIC.

(5) These warrants were issued pursuant to the Guaranty Agreements executed in connection with the Promissory Note issued in April 2011. These warrants have an exercise price of $0.50 per share and expire on April 28, 2016.

(6) These warrants were issued in connection with the February 2012 warrant exercise agreements executed with certain existing Cytomedix warrant holders. These warrants have an exercise price of $1.42 per share and expire on December 31, 2014.

(7) These warrants were issued in February 2012 in connection with the warrant exchange agreements between Cytomedix and various warrant holders of Aldagen. These warrants have an exercise price of $1.42 per share and expire on December 31, 2014.

(8) These warrants were issued in connection with the February 2013 financing. They are voluntarily exercisable, have an exercise price of $0.70 per share and expire on February 19, 2020.

(9) These warrants were issued in connection with the February 2013 financing, have an exercise price of $0.70 per share, and expire on February 19, 2018. They are only exercisable if the JPNT Note remains outstanding on or after 04-28-2015 (50% of total) and 04-15-2016 (remainder).

(10) These warrants were issued in connection with the February 2013 financing. They are voluntarily exercisable, have an exercise price of $0.70 per share, and expire on February 19, 2020.

(11) These warrants were issued in connection with the February 2013 registered direct offering. They are voluntarily exercisable, have an exercise price of $0.75 per share, and expire on February 22, 2018.

(12) These warrants were issued to the placement agent in connection with the February 2013 registered direct offering. They are exercisable on or after August 21, 2013, have an exercise price of $0.66 per share, and expire on February 22, 2018.

(13) These warrants were issued to a consultant in exchange for services provided. They are voluntarily exercisable, have an exercise price of $1.50 per share, and expire on February 24, 2014. There is no call provision associated with these warrants.

(14) These options were issued under the Company’s shareholder approved Long-Term Incentive Plan.

Lincoln Park Transaction

On February 18, 2013, Cytomedix entered into a purchase agreement (the “Purchase Agreement”), together with a registration rights agreement (the “Registration Rights Agreement”), with Lincoln Park Capital Fund, LLC (“Lincoln Park”). Under the terms and subject to the conditions of the Purchase Agreement, the Company has the right to sell to and Lincoln Park is obligated to purchase up to $15 million in shares of the Company’s common stock (“Common Stock”), subject to certain limitations, from time to time, over the 30-month period commencing on the date that a registration statement, which the Company agreed to file with the Securities and Exchange Commission (the “SEC”) pursuant to the Registration Rights Agreement, is declared effective by the SEC and a final prospectus in connection therewith is filed. The Company may direct Lincoln Park every other business day, at its sole discretion and subject to certain conditions, to purchase up to 150,000 shares of Common Stock in regular purchases, increasing to amounts of up to 200,000 shares depending upon the closing sale price of the Common Stock. In addition, the Company may direct Lincoln Park to purchase additional amounts as accelerated purchases if on the date of a regular purchase the closing sale price of the Common Stock is not below $1.00 per share. The purchase price of shares of Common Stock related to the future funding will be based on the prevailing market prices of such shares at the time of sales (or over a period of up to 12 business days leading up to such time), but in no event will shares be sold to Lincoln Park on a day the Common Stock closing price is less than the floor price of $0.45 per share, subject to adjustment. The Company’s sales of shares of Common Stock to Lincoln Park under the Purchase Agreement are limited to no more than the number of shares that would result in the beneficial ownership by Lincoln Park and its affiliates, at any single point in time, of more than 9.99% of the then outstanding shares of the Common Stock.

In connection with the Purchase Agreement, the Company issued to Lincoln Park 375,000 shares of Common Stock and is required to issue up to 375,000 additional shares of Common Stock pro rata as the Company requires Lincoln Park to purchase the Company’s shares under the Purchase Agreement over the term of the agreement. Lincoln Park represented to the Company, among other things, that it was an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)), and the Company sold the securities in reliance upon an exemption from registration contained in Section 4(2) under the Securities Act. The securities sold may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. The Company has the right to terminate the Purchase Agreement at any time, at no cost or penalty. Actual sales of shares of Common Stock to Lincoln Park under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. There are no trading volume requirements or restrictions under the Purchase Agreement. Lincoln Park has no right to require any sales by the Company, but is obligated to make purchases from the Company as it directs in accordance with the Purchase Agreement. Lincoln Park has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of our shares.

Common Stock and Warrant Registered Offering

On February 19, 2013, the Company entered into securities purchase agreements with certain institutional accredited investors, including certain current shareholders of the Company, to raise gross proceeds of $5,000,000, before placement agent’s fees and other offering expenses, in a registered offering. The Company will issue to the investors units of the Company’s securities consisting, in the aggregate, of 9,090,910 shares of the Company’s common stock and five-year warrants to purchase 6,363,637 shares of common stock. The purchase price paid by investors was $0.55 for each unit. Each warrant is immediately exercisable at $0.75 per share on or after February 22, 2013 and is subject to transfer restrictions, including among others, compliance with the state securities laws. The closing of the offering took place on February 22, 2013. Proceeds from the transaction will be used for general corporate and working capital purposes. The warrants are classified in equity.

Pursuant to the terms of the Placement Agent Agreement, the Company has agreed to pay an aggregate cash fee in the amount of $350,000 (the “Placement Fee”). The Company has also agreed to reimburse up to $52,000 for expenses incurred by the placement agent in connection with the offering. In addition, the Company granted to the placement agent warrants to purchase 136,364 shares of our common stock. The warrants will have the same terms as the investor warrants in this offering, except that the exercise price will be 120% of the exercise price of the investor warrants and may also be exercised on a cashless basis.

The offering was made pursuant to a shelf registration statement on Form S-3 (SEC File No. 333-183704, the base prospectus originally filed with the SEC on August 31, 2012, as subsequently amended and as supplemented by a prospectus supplement filed with the Securities and Exchange Commission on February 20, 2013).

The securities purchase agreements contain representations, covenants and other provisions customary for the agreements of this nature. In addition, such agreements provide for certain “piggy-back” registrations rights with respect to the Company’s securities (including shares to be issued upon warrant exercises) purchased in the offering by investors that are affiliates of the Company, such that the Company agreed, to the extent such affiliate investors are not able to resell such securities without restriction, to include such securities in its future registration statements, subject to applicable limitations. Also, to the extent that such securities have been not registered at the time the Company is required to file a registration statement in connection with the final milestone event relating to the February 2012 Aldagen acquisition, the affiliate investors will have the right to include such securities in such registration statement.

In connection with this offering, the Company and the Maryland Venture Fund (Maryland Department of Business and Economic Development), an investor in the above referenced offering (“MVF”), in compliance with MVF’s investment policies, agreed to execute a certain Stock Repurchase Agreement which requires the Company to repurchase the MVF’s investment, at MVF’s option, upon certain events outside of the Company’s control; provided, however, that in the event that, at the time of either such event the Company’s securities are listed on a national securities exchange, the foregoing repurchase will not be triggered. The common shares issued to MVF are classified as “contingently redeemable common shares” in the accompanying condensed consolidated balance sheet. The value of the warrants and offering expenses allocable to the contingently redeemable common shares was not material.

MidCap Credit and Security Agreement and Related Agreements

On February 19, 2013, the Company (and its wholly-owned subsidiaries, Aldagen, Inc. and Cytomedix Acquisition Company, LLC) entered into a Credit and Security Agreement (the “Credit Agreement”) with Midcap Financial LLC (“Midcap”), that provides for an aggregate term loan commitments of $7.5 million. The Company received the first tranche of $4.5 million on February 27, 2013. The second tranche of $3.0 million may be advanced to the Company, at the Company’s discretion, upon satisfaction of the following conditions: (i) if the Company achieves certain performance milestones for 2013 and (ii) raises an amount of not less than $5.0 million in the aggregate from (a) equity investors, and/or (b) partnership proceeds on or before July 31, 2013 (the “Capital Raise Event”).

The term loan will mature on August 19, 2016, and will be repaid on a straight-line amortization basis, with the first twelve months being an interest-only period and commencing on the thirteenth month the principal on both the first tranche and, if applicable, on the second tranche, will be amortized in equal monthly amounts through the maturity date.

In connection with the foregoing loan facility, the Company issued MidCap a seven-year warrant to purchase 1,079,137 shares of the Company’s common stock at the warrant exercise price of $0.70 per share. The exercise price and the number of shares issuable upon exercise of the warrant is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common stock, and also upon any distributions of assets, including cash, stock or other property to the Company’s stockholders. The warrant contains a cashless exercise provision. The warrant is not and will not be listed on any securities exchange or automated quotation system. MidCap is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)), and the Company sold the securities in reliance upon an exemption from registration contained in Section 4(2) under the Securities Act. The securities sold may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Interest on the outstanding balance of the term loan is payable monthly in arrears at an annual rate of the one-month London Interbank Offered Rate (LIBOR), plus 8.0%, subject to a LIBOR floor of 3%, and is calculated on the basis of the actual number of days elapsed in a 360 day year. In the event the term loan is prepaid by the Company prior to the end of its term, the Company will be required to pay to MidCap a fee equal to an amount determined by multiplying the outstanding amount on the loan by 5% in the first year, 3% in the second year and 1% after that.

Amounts borrowed under the Credit Agreement are secured by a first priority security interest on all existing and after-acquired assets of the Company, including the intellectual property of the Company and its subsidiaries.

The Credit Agreement contains events of default and remedies customary for loan transactions of this sort including, among others, those related to a default in the payment of principal or interest, a material inaccuracy of a representation or warranty, a default with regard to performance of certain covenants, a material adverse change (as defined in the Credit Agreement) occurs, and certain change of control events. In addition, the failure to consummate the Capital Raise Event constitutes an event of default under the Credit Agreement. The Company would also be in default under the Credit Agreement in the event of certain withdrawals, recalls, adverse test results or enforcement actions with respect to the Company’s products. Upon the occurrence of a default, in some cases following a notice and cure period, MidCap may accelerate the maturity of the loans and require the full and immediate repayment of all borrowings under the Credit Agreement. The Credit Agreement also contains financial and customary negative covenants, including with respect to the Company’s ability to sell, lease, transfer, assign, grant a security interest in or otherwise dispose of its assets except in the ordinary course of business, or incur additional indebtedness.

The Company plans to use the funds for general corporate and working capital purposes.

Release of the Worden Security Interest in the Licensed Patents

On February 19, 2013, the Company and Charles E. Worden Sr., an individual holder of security interest in patents pursuant to the Substitute Royalty Agreement, dated November 4, 2001 (the “SRA”), executed an Amendment to the SRA (the “SRA Amendment”) for the purposes of terminating and releasing the security interest and the reversionary interest under the terms of the SRA in exchange for the following consideration: (i) a one-time cash payment of $500,000 (to replace all future minimum monthly royalty payments), (ii) issuance of 250,000 shares of the Company’s common stock (the “Worden Shares”), and (iii) grant of the right to acquire up to 250,000 shares of the Company’s common stock pursuant to a seven-year warrant with the exercise price of $0.70 per share (the “Worden Warrant”). In addition, under the terms of the Amendment, Mr. Worden’s future annual royalty stream limitation was increased from $600,000 to $625,000. The exercise price and the number of shares issuable upon exercise of the Worden Warrant is subject to standard anti-dilution provisions. The Worden Warrants contain provisions that are customary for the instruments of this nature, including, among others, a cashless exercise provision. The warrants are classified as equity.

Mr. Worden is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and the Company therefore sold the Worden Shares and the Worden Warrant in reliance upon an exemption from registration contained in Section 4(2) under the Securities Act. The securities sold may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

JP Nevada Trust Note Amendment

On February 19, 2013, the Company and its wholly-owned subsidiary, Cytomedix Acquisition Company, LLC, the holder of the April 28, 2011 $2.1 million secured promissory note (the “JP Trust Note”), JP’s Nevada Trust (the “Lender”), agreed, in consideration for subordination of its security interest under the JP Trust Note to that of MidCap pursuant to the terms of the Subordination Agreement, to amend the JP Trust Note to (i) extend the maturity date of such note to November 19, 2016 and (ii) expand the Lender’s second lien security interest under the Note to include the assets of the Company and Aldagen, Inc., the Company’s wholly-owned subsidiary, in addition to the previously secured assets of Cytomedix Acquisition Company, LLC. The parties also agreed to amend the vesting schedule on the Lender’s warrants issued by the Company in April 2011 such that the remaining 250,000 warrant shares are exercisable immediately. Finally, the Company agreed to issue the Lender a new warrant to purchase up to 266,666 shares at an exercise price of $0.70 per share vesting as follows: (i) 133,333 shares may be exercised only if the JP Trust Note has not been paid by the fourth anniversary of its issuance, and (ii) the remaining 133,333 shares may be exercised only if the JP Trust Note has not been paid by the fifth anniversary of its issuance.

As disclosed in the Company’s Current Report on Form 8-K relating to the original issuance of the JP Trust Note, the Company’s payment obligations with respect to $1.4 million under the JP Trust Note were guaranteed by certain insiders, affiliates, and shareholders of the Company, including David E. Jorden, Chairman of the Board of the Company (the “Guarantors”). In light of the foregoing changes to the Lender’s warrant vesting schedule and issuance of new warrants the Lender, as described above, the disinterested members of the Board also: (i) reviewed and approved amendments to the warrant vesting schedule on the Guarantors’ warrants (including those held by Mr. Jorden) issued by the Company in April 2011 such that the remaining 500,000 warrant shares are exercisable immediately and (ii) granted the right to the Guarantors to acquire up to 533,334 shares of the Company’s common stock pursuant to warrants at the exercise price of $0.70 per share, vesting as follows: (i) 266,667 warrant shares may be exercised only if the JP Trust Note has not been prepaid by the fourth anniversary of its issuance, and (ii) the remaining 266,667 shares may be exercised only if the JP Trust Note has not been paid by the fifth anniversary of its issuance (including 107,143 of the previously issued warrants held by Mr. Jorden, which will now vest immediately, and (i) 57,143 of his warrant shares may be exercised only if the JP Trust Note has not been paid by the fourth anniversary of its issuance, and (ii) the remaining 57,143 shares may be exercised only if the JP Trust Note has not been paid by the fifth anniversary of its issuance).

The warrant was sold in a transaction exempt from registration under the Securities Act of 1933, in reliance on Section 4(2) thereof. The Lender and each of the Guarantors are “accredited investors” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and the Company sold the securities in reliance upon an exemption from registration contained in Section 4(2) and Rule 506 under the Securities Act. The securities sold may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

JMJ Financial Note Amendment and Subordination

On February 19, 2013, the Company and JMJ Financial (“JMJ”), the holder of certain convertible promissory notes issued by the Company (together, the “JMJ Notes”), agreed, in consideration of the subordination of JMJ’s rights and remedies under the JMJ Note to that of MidCap pursuant to the terms of the certain Subordination Agreement (the “JMJ Subordination Agreement”), to amend the JMJ Notes to extend the maturity date of the JMJ Notes to the later of (i) three years from the effective date of such notes or (ii) the date that is one business day following the date the MidCap loan is paid in full. In addition, JMJ converted $100,000 of the outstanding balance on one of the JMJ Notes into shares of the Company’s common stock and the Company remitted a payment in the amount of $370,000 to partially satisfy one of the JMJ Notes, with approximately $750,000 of the JMJ Notes to remain currently outstanding.

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Accounts Payable and Accrued Expenses

3 Months Ended

Mar. 31, 2013

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

Note 10 — Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following:

	March 31,		December 31,
	2013		2012
Trade payables	$	2,342,090	$	1,434,166
Accrued compensation and benefits		697,849		833,141
Accrued professional fees		135,026		156,205
Accrued interest		64,125		750
Other payables		251,087		388,109
	$	3,490,177	$	2,812,371

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Property and Equipment

3 Months Ended

Mar. 31, 2013

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

Note 8 — Property and Equipment

Property and equipment consists of the following:

	March 31,			December 31,
	2013			2012
Medical equipment	$	3,032,371		$	3,033,792
Office equipment		72,410			87,163
Manufacturing equipment		303,143			303,143
Leasehold improvements		390,911			390,911
		3,798,835			3,815,009
Less accumulated depreciation		(1,590,749	)		(1,374,928	)
	$	2,208,086		$	2,440,081

For the three months ended March 31, 2013, we recorded depreciation expense of approximately $241,400 with $134,500 reported as cost of sales and $106,900 to general and administrative expenses. Amortization of leasehold improvements is included in accumulated depreciation.

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Goodwill and Identifiable Intangible Assets

3 Months Ended

Mar. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

Note 9 — Goodwill and Identifiable Intangible Assets

Goodwill

Goodwill represents the purchase price of acquisitions in excess of the amounts assigned to acquired tangible or intangible assets and assumed liabilities. Amounts allocated to goodwill are tax deductible in all relevant jurisdictions.

As a result of the Company’s acquisition of Aldagen in February 2012, the Company recorded goodwill of approximately $422,000.

Prior to the acquisition of Aldagen, the Company had goodwill of approximately $707,000 as a result of the acquisition of the Angel Business in April 2010. The Company conducts an impairment test of goodwill on an annual basis as of October 1 of each year. The Company will also conduct tests if events occur or circumstances change that would, more likely than not, reduce the fair value of the Company below its carrying value. No such triggering events were identified during the quarter ended March 31, 2013.

Identifiable Intangible Assets

Cytomedix’s identifiable intangible assets consist of trademarks, technology (including patents), customer relationships, and in-process research and development. These assets were a result of the Angel Business and Aldagen acquisitions. The carrying value of those intangible assets, and the associated amortization, were as follows: 

	March 31,			December 31,
	2013			2012
Trademarks	$	2,310,000		$	2,310,000
Technology		2,355,000			2,355,000
Customer relationships		708,000			708,000
In-process research and development		29,585,000			29,585,000
Total	$	34,958,000		$	34,958,000
Less accumulated amortization		(914,296	)		(822,713	)
	$	34,043,704		$	34,135,287

The Company’s intangible assets that have finite lives are amortized over their useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable, and at least on an annual basis on October 1 of each year. If any indicators were present, the Company would test for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount (i. e., the asset is not recoverable), the Company would perform the next step, which is to determine the fair value of the asset and record an impairment loss, if any. The Company periodically reevaluates the useful lives for these intangible assets to determine whether events and circumstances warrant a revision in their remaining useful lives. No such triggering events were identified during the quarter ended March 31, 2013.

The Company evaluates its indefinite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable, and at least on an annual basis on October 1 of each year, by comparing the fair value of the asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, the Company would recognize an impairment loss in the amount of that excess. The Company’s sole indefinite-lived intangible asset is its in-process research and development acquired in connection with its acquisition of Aldagen. The in-process research and development asset consists of its ALDH bright cell platform. The Company is currently conducting a phase 2 clinical trial for this technology in ischemic stroke. Enrollment in that trial is expected to complete later this year and top-line data is expected to be available approximately four months following completion of enrollment. If the trial is successful, it should provide efficacy data sufficient to appropriately power a phase 3 trial and would also further validate the technology. However, there is no assurance that this trial will be successful. There were no triggering events identified during the quarter ended March 31, 2013 that would suggest an impairment may be needed.

Amortization expense of approximately $39,300 was recorded to cost of sales and approximately $52,300 was recorded to general and administrative expense for the three months ended March 31, 2013. Amortization expense for the remainder of 2013 is expected to be approximately $274,800. Annual amortization expense based on our existing intangible assets and their estimated useful lives is expected to be approximately:

2014	366,500
2015	366,500
2016	366,500
2017	366,500
2018	366,500
Thereafter	2,718,600

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Derivatives and other liabilities

3 Months Ended

Mar. 31, 2013

Derivative and Other Liabilities [Abstract]

Derivative And Other Liabilities Disclosure [Text Block]

Note 11 — Derivative and Other Liabilities

Derivative and other liabilities consisted of the following:

	March 31,		December 31,
	2013		2012
Derivative liability, long-term portion	$	591,078	$	780,960
Long-term portion of convertible debt, net of unamortized discount		181,862		462,815
Deferred rent		41,741		58,005
Deferred tax liability		54,890		50,000
Interest payable		39,379		33,379
Conditional grant payable		30,000		30,000
Accrued term loan fee		3,482		—
	$	942,432	$	1,415,159

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Business and Presentation (Details Textual)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Entity Wide Disclosure On Geographic Areas Revenue From External Customers Attributed To Foreign Countries Percentage	82.00%
United States [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	27,345,975	22,739,002

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Capital Stock Activity (Details 1) (USD $)	3 Months Ended
	Mar. 31, 2013
Options Granted	303,000
Minimum [Member]
Exercise Price	0.51
Maximum [Member]
Exercise Price	0.53

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

Note 16 — Commitments and Contingencies

Under the Company’s plan of reorganization upon emergence from bankruptcy in July 2002, the Series A Preferred stock and the dividends accrued thereon that existed prior to emergence from bankruptcy were to be exchanged into one share of new Common stock for every five shares of Series A Preferred stock held as of the date of emergence from bankruptcy. This exchange was contingent on the Company’s attaining aggregate gross revenues for four consecutive quarters of at least $10,000,000 and if met would result in the issuance of 325,000 shares of the Company’s Common stock. The Company reached such aggregate revenue levels as of the end of the quarter ended June 30, 2012 and, as a result, expensed approximately $471,000 related to the resolution of the contingency. The expense amount, classified as other expenses in the accompanying condensed consolidated statement of operations, represents the fair value of 325,000 shares of the Company’s Common stock to be issued to former Series A Preferred Stock holders at prescribed times over the next 12 months. The Common stock issuable is classified as equity.

Aldagen’s former investors have the right to receive up to 20,309,723 shares of the Company’s common stock, contingent upon the achievement of certain milestones related to the current ALD-401 Phase 2 clinical trial. In February 2013, the Company and former Aldagen shareholders modified the terms of the contingent consideration. As a result of the amendment, approximately $1,006,000 was recognized as operating expense with the offset to equity.

In conjunction with its FDA clearance, the Company agreed to conduct a post-market surveillance study to further analyze the safety profile of bovine thrombin as used in the AutoloGel ^TM System. This study was estimated to cost between $500,000 and $700,000 over a period of several years, which began in the third quarter of 2008. As of March 31, 2013, approximately $360,000 had been incurred. Since the inception of this study, the Company has enrolled 120 patients, noting no adverse events. Based on the additional positive safety data, the Company has suspended further enrollment in this study pending further discussion with the FDA.

In July 2009, in satisfaction of a new Maryland law pertaining to Wholesale Distributor Permits, the Company established a Letter of Credit, in the amount of $50,000, naming the Maryland Board of Pharmacy as the beneficiary. This Letter of Credit serves as security for the performance by the Company of its obligations under applicable Maryland law regarding this permit and is collateralized by a Certificate of Deposit (“CD”) purchased from the Company’s commercial bank. The CD bears interest at an annual rate of 0.20% and matures on June 24, 2013.

In connection with this offering, the Company and the Maryland Venture Fund (Maryland Department of Business and Economic Development), an investor in the above referenced offering (“MVF”), in compliance with MVF’s investment policies, agreed to execute a certain Stock Repurchase Agreement which requires the Company to repurchase the MVF’s investment, at MVF’s option, upon certain events outside of the Company’s control; provided, however, that in the event that, at the time of either such event the Company’s securities are listed on a national securities exchange, the foregoing repurchase will not be triggered. The common shares issued to MVF are classified as “contingently redeemable common shares” in the accompanying condensed consolidated balance sheet. The value of the warrants and offering expenses allocable to the contingently redeemable common shares was not material. Upon the termination of the stock repurchase agreement or the sale of the stock by MVF, the temporary equity will be re-classed to permanent equity.

The Company’s primary office and warehouse facilities are located in Gaithersburg, Maryland, and comprise approximately 7,200 square feet. This facility falls under two leases with monthly rent, including our share of certain annual operating costs and taxes, at approximately $6,00 and $4,000 per month with the leases expiring December 2013 and August 2017, respectively. The Company also leases a 16,300 square foot facility located in Durham, North Carolina. This facility falls under two leases with monthly rent, including our share of certain annual operating costs and taxes, at approximately $11,000 and $6,000 per month with the lease expiring April 30 and December 31, 2013, respectively.

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Inventory (Tables)

3 Months Ended

Mar. 31, 2013

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

The carrying amounts of inventories are as follows:

	March 31,		December 31,
	2013		2012
Raw materials	$	57,504	$	79,090
Finished goods		876,741		1,091,007
	$	934,245	$	1,170,097

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Debt (Details Textual) (USD $)	3 Months Ended		3 Months Ended						1 Months Ended	3 Months Ended		1 Months Ended	3 Months Ended	1 Months Ended		3 Months Ended		1 Months Ended	3 Months Ended	1 Months Ended		3 Months Ended
	Mar. 31, 2013	Feb. 19, 2013	Mar. 31, 2013 Embedded Conversion Options Partial Extinguishment [Member]	Mar. 31, 2013 Embedded Conversion Options Partial Modification [Member]	Mar. 31, 2013 Debt Issuance Costs [Member]	Mar. 31, 2013 Debt Discount [Member]	Mar. 31, 2013 Promissory Note [Member]	Mar. 31, 2013 Related Party Guarantor [Member] Promissory Note [Member]	Feb. 28, 2013 Worden [Member]	Mar. 31, 2013 Worden [Member]	Feb. 19, 2013 Worden [Member]	Apr. 30, 2011 Jp Nevada Trust Note [Member]	Mar. 31, 2013 Jp Nevada Trust Note [Member]	Feb. 28, 2013 Jp Nevada Trust Note [Member] Criteria One [Member]	Apr. 30, 2011 Jp Nevada Trust Note [Member] Criteria One [Member]	Mar. 31, 2013 Jp Nevada Trust Note [Member] Criteria One [Member]	Mar. 31, 2013 Jp Nevada Trust Note [Member] Subsequent Event [Member] Criteria Two [Member]	Feb. 28, 2013 Midcap Financial Llc [Member]	Mar. 31, 2013 Midcap Financial Llc [Member]	Feb. 28, 2013 Midcap Financial Llc [Member] Second Tranche [Member]	Mar. 31, 2013 Midcap Financial Llc [Member] Subsequent Event [Member]	Mar. 31, 2013 July Four Percent Convertible Notes [Member]	Mar. 31, 2013 November Four Percent Convertible Notes [Member]
Notes Issued							$ 2,100,000	$ 2,100,000														$ 1,300,000	$ 500,000
Debt Instrument, Convertible, Terms of Conversion Feature																						The July 4% Convertible Notes (plus accrued interest) convert at the option of JMJ, in whole or in part and from time to time, into shares of the Company's common stock at a conversion rate equal to (i) the lessor of $0.80 per share or (ii) 80% of the average of the three lowest closing prices of the Company's common stock for the previous 20 trading days prior to conversion (subject to a "floor" price of $0.25 per share).	The November 4% Convertible Notes mature on November 18, 2014 and bear a one-time interest charge of 4% due on maturity. The November 4% Convertible Notes (plus accrued interest) convert at the option of the holder, in whole or in part and from time to time, into shares of the Company's common stock at a conversion rate equal to 80% of the average of the three lowest closing prices of the Company's common stock for the previous 20 trading days prior to conversion (subject to a "floor" price of $0.25 per share).
Debt Instrument Issuance Date1							Apr. 28, 2011															Jul. 15, 2011	Nov. 18, 2011
Debt Instrument, Interest Rate, Stated Percentage							12.00%															4.00%	4.00%
Debt Instrument, Maturity Date							Apr. 28, 2015															Jul. 15, 2014	Nov. 18, 2014
Long-term Debt, Gross																						546,000	130,000
Secured Debt								1,000,000														1,400,000
Debt Instrument, Convertible, Conversion Price																						$ 0.40	$ 0.40
Debt Instrument, Unamortized Discount	1,800,000
Debt Instrument Date Of First Required Payment1							Sep. 30, 2011
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		6,363,637					1,000,000	1,500,000			250,000	533,334	266,666						1,079,137		1,079,137
Class of Warrant or Right, Exercise Price of Warrants or Rights							0.5	0.5			0.7		0.70						0.7		0.70
Shares To Be Vested In Period One							666,667	833,333
Shares To Be Vested In Period Two							83,333	166,667
Shares To Be Vested In Period Three							116,667	233,333
Shares To Be Vested In Period Four							133,333	266,667
Guarantor Obligations, Current Carrying Value								1,400,000					1,400,000
Debt Instrument Convertible Additional Funding																							1,000,000
Debt Instrument, Description of Variable Rate Basis																			(LIBOR) plus 8.0%.
Debt Instrument Descirption Of Floor Price	LIBOR floor of 3																		LIBOR floor of 3%.
Term Loan Fee Payable Percentage Year One	5.00%																		5.00%
Term Loan Fee Payable Percentage Year Two	3.00%																		3.00%
Term Loan Fee Payable Percentage Thereafter	1.00%																		1.00%
Term Loan Commitments																			7,500,000
Proceeds From Term Loan Commitments																		4,500,000		3,000,000
Royalty Expense									5,000,000	500,000
Notes Payable Principle Amount Repayment	300,000
Class Of Warrant Or Rights Issued To Lender	152,000				546,000	568,000
Class Of Warrant Or Rights Issued To Guarantors	304,000
Warrants Exercisable												500,000	250,000
Warrants Exercised Upon Default In Payment Of Note On Fourth Anniversary														133,333	266,667	133,333	133,333
Embedded Derivative Expenses			54,000
Embedded Derivative, Gain on Embedded Derivative			54,000	197,000
Deferred Gain Loss On Embedded Derivative				$ 46,000

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Prepaid Expenses and Other Current Assets (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Prepaid insurance	$ 72,636	$ 61,519
Prepaid fees and rent	158,022	186,407
Deposits and advances	702,403	409,604
Prepaid royalties	815,624	6,250
Other Current Assets	124,101	73,665
Prepaid Expense and Other Assets, Current	$ 1,872,786	$ 737,445

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (5,338,569)	$ (4,723,645)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense, net of recoveries	9,629	(4,057)
Depreciation and amortization	332,947	224,671
Stock-based compensation	169,263	1,221,231
Change in fair value of derivative liabilities	(193,093)	220,314
Amortization of deferred costs	42,753	34,109
Non-cash interest expense - amortization of debt discount	(33,952)	163,920
Deferred income tax provision	4,890	4,609
Loss (Gain) on disposal of assets	7,837	(19,275)
Effect of amendment to contingent consideration	1,006,159	0
Loss on extinguishment of debt	19,867	0
Effect of issuance of warrants for term loan modification	303,517	0
Inducement expense	0	1,513,371
Change in operating assets and liabilities, net of those acquired:
Accounts and other receivable, net	(642,062)	(333,406)
Inventory	235,852	36,333
Prepaid expenses and other current assets	(809,648)	283,233
Accounts payable and accrued expenses	677,807	(296,297)
Deferred revenues	0	1,169,638
Other liabilities	(6,782)	(3,280)
Net cash used in operating activities	(4,213,585)	(508,531)
CASH FLOWS FROM INVESTING ACTIVITIES:
Property and equipment acquisitions	(100,000)	(275,818)
Cash acquired in business combination	0	24,563
Proceeds from sale of equipment	82,794	105,053
Net cash used in investing activities	(17,206)	(146,202)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt	4,249,329	0
Proceeds from issuance of common stock, net	4,851,738	6,026,000
Redemption of preferred stock	0	(169,986)
Repayment of note payable	(270,000)	0
Proceeds from option and warrant exercises	0	1,070,260
Dividends paid on preferred stock	0	(36,595)
Net cash provided by financing activities	8,831,067	6,889,679
Net increase (decrease) in cash	4,600,276	6,234,946
Cash, beginning of period	2,615,805	2,246,050
Cash, end of period	$ 7,216,081	$ 8,480,996

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Accounts and Other Receivables

3 Months Ended

Mar. 31, 2013

Receivables [Abstract]

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

Note 5 — Accounts and Other Receivables

Accounts receivable, net consisted of the following:

	March 31,			December 31,
	2013			2012
Trade receivables	$	1,311,432		$	1,133,400
Other receivables		1,105,634			643,051
		2,417,066			1,776,451
Less allowance for doubtful accounts		(50,891	)		(42,709	)
	$	2,366,175		$	1,733,742

Other receivables consist primarily of the cost of raw materials needed to manufacture the Angel products that are sourced by the Company and immediately resold, at cost, to the contract manufacturer.

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Prepaid Expenses and Other Current Assets (Tables)

3 Months Ended

Mar. 31, 2013

Prepaid Expense and Other Assets, Current [Abstract]

Schedule Of Prepaid Expenses and Other Current Assets [Table Text Block]

Prepaid expenses and other current assets consisted of the following:

	March 31,		December 31,
	2013		2012
Prepaid insurance	$	72,636	$	61,519
Prepaid fees and rent		158,022		186,407
Deposits and advances		702,403	$	409,604
Prepaid royalties		815,624		6,250
Other Current Assets		124,101		73,665
	$	1,872,786	$	737,445

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Geographic information (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Revenue from U.S. product sales	$ 1,842,800	$ 1,493,400
Revenue from non-U.S. product sales	410,300	193,000
Total revenue from product sales	$ 2,253,129	$ 1,686,392

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Supplemental Cash Flow Disclosures - Non-Cash Transactions

3 Months Ended

Mar. 31, 2013

Supplemental Cash Flow Elements [Abstract]

Cash Flow, Supplemental Disclosures [Text Block]

Note 15 — Supplemental Cash Flow Disclosures — Non-Cash Transactions

Non-cash transactions for the three months ended March 31, 2013 include:

	2013
Conversion of convertible debt to common stock	$	75,335
Common Stock issued for committed equity financing facility		262,500
Increase in fair value of embedded conversion option upon modification of convertible debt		151,032
Warrants issued for loan modification		151,758
Warrants issued for term loan		568,324
Issuance of Common Stock and warrants for release of security interest in patents		325,693
Obligation to issue shares for professional services		17,850
Warrants issued to investors in connection with the registered direct offering		3,601,354
Warrants issued to placement agent in connection with the registered direct offering		75,981