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SEC Company Response from AETHLON MEDICAL INC (AEMD) (CIK 0000882291) (AEMD) — Sep 29, 2017

AETHLON MEDICAL INC (AEMD) (CIK 0000882291)
Date: Sept. 29, 2017 · CIK: 0000882291 · Accession: 0001683168-17-002520

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File numbers found in text: 333-219589

Date
September 29, 2017
Author
Branch Chief
Form
CORRESP
Company
AETHLON MEDICAL INC (AEMD) (CIK 0000882291)

Letter

VIA EDGAR Division of Corporate Finance Heather Percival, Esq. RE: Aethlon Medical, Inc. Registration Statement on Form S-1 Filed July 31, 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.

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CORRESP
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filename1.htm

        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