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Published on May 11, 2016
9635 Granite Ridge Drive Suite 100 San Diego, CA 92123 Phone 858-459-7800
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May 11, 2016
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549
Attention: |
Ms. Amanda Ravitz, Assistant Director Mr. Tom Jones |
Re: |
Aethlon Medical, Inc. Registration Statement on Form S-3 File No. 333-211151 REQUEST FOR ACCELERATION OF EFFECTIVENESS |
Dear Ms. Ravitz and Mr. Jones:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Aethlon Medical, Inc. (the “Registrant”) hereby respectfully requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-211151), as amended (the “Registration Statement”), so that it may become effective at 4:00 p.m. Eastern Daylight Time on May 12, 2016, or as soon as practicable thereafter.
The Registrant hereby authorizes Jennifer A. Post, of Raines Feldman LLP, to orally modify or withdraw this request for acceleration.
The Registrant hereby acknowledges that:
(i) should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
(ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
(iii) the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
We respectfully request that we be notified of such effectiveness by a telephone call to Ms. Post at 310.440.4100.
Very truly yours, | |
AETHLON MEDICAL, INC. | |
/s/ James B. Frakes | |
James B. Frakes | |
Chief Financial Officer |
cc: Jennifer A. Post, Raines Feldman LLP