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SEC Comment Letter for AETHLON MEDICAL INC (AEMD) (CIK 0000882291) (AEMD) — Jul 30, 2015

AETHLON MEDICAL INC (AEMD) (CIK 0000882291)
Date: July 30, 2015 · CIK: 0000882291 · Accession: 0000000000-15-039368

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File numbers found in text: 333-205832

Date
July 30, 2015
Author
/s/ Heather Percival for
Form
UPLOAD
Company
AETHLON MEDICAL INC (AEMD) (CIK 0000882291)

Letter

July 30 , 2015 Via E -mail James A. Joyce Chief Executive Officer Aethlon Medical, Inc. 9635 Granite Ridge Drive, Suite 100 San Diego, California 92123

Re: Aethlon Medical, Inc. Registration Statement on Form S-1 Filed July 24 , 2015 File No. 333-205832

Dear Mr. Joyce :

This is to advise you that we have not reviewed and will not review your registration statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration statement, please provide a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action wit h respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in th e filing; and

 the company 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.

Please refer to Rules 460 and 4 61 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation

James A. Joyce Aethlon Medical, Inc. July 30, 2015 Page 2

of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and th e Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities .

Please contact Heather Percival at (202) 551 -3498 with any questions.

Sincerely,
/s/ Heather Percival for

Show Raw Text
July 30 , 2015

Via E -mail
James A. Joyce
Chief Executive Officer
Aethlon Medical, Inc.
9635 Granite Ridge Drive, Suite 100
San Diego, California 92123

Re: Aethlon Medical, Inc.
  Registration Statement on Form S-1
Filed  July 24 , 2015
  File No.  333-205832

Dear Mr. Joyce :

This is to advise you that we have not reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement, please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company 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.

Please refer to Rules 460 and 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

James A. Joyce
Aethlon Medical, Inc.
July 30, 2015
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and th e Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Heather Percival  at (202) 551 -3498  with any questions.

Sincerely,

 /s/ Heather Percival for

Amanda Ravitz
Assistant Director

cc (via e -mail):  Jennifer A. Post , Esq.
 Raines Feldman  LLP