Form: CORRESP

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September 29, 2017

 


 

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9635 Granite Ridge Drive

Suite 100

San Diego, CA 92123

Phone 858-459-7800

 

 

 

VIA EDGAR

 

September 29, 2017

 

Division of Corporate Finance

U.S. Securities and Exchange Commission

Mail Stop 4561

100 F Street N.E.

Washington, D.C. 20005

 

Attn: Russell Mancuso, Esq.
  Branch Chief
  Heather Percival, Esq.

    

RE: Aethlon Medical, Inc.
  Registration Statement on Form S-1 Filed July 31, 2017
  File No. 333-219589

 

Dear Mr. Mancuso and Ms. Percival:

 

We are writing in connection with the above-captioned matter regarding Aethlon Medical, Inc.’s (the “Company”) disclosure in its Registration Statement on Form S-1/A, filed September 29, 2017, File No. 333-219589 (the “Registration Statement”). As requested, in a telephone call this morning with our counsel, Jolie Kahn, Esq., we are hereby confirming that Section 5.5 of the Securities Purchase Agreement filed as exhibit 10.84 to the Registration Statement (“SPA”) does not allow the parties to the SPA to amend the terms of the SPA in any manner which would affect the terms of the warrants (attached as exhibits 4.29 and 4.31 to the Registration Statement) or affect the holders of those warrants without the consent of the holders of those warrants.

 

We hope that the foregoing is responsive to the Staff’s comments. Please do not hesitate to contact me at (858) 459-7800 (extension 300) if you have any questions regarding this matter.

 

 

Very truly yours,

 

AETHLON MEDICAL, INC.

 

/s/ Jim Frakes                          

James B. Frakes

Chief Financial Officer