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Correspondence 0001683168-24-003257 from AETHLON MEDICAL INC (AEMD)

AETHLON MEDICAL INC
Date: May 10, 2024 · CIK: 0000882291 · Accession: 0001683168-24-003257

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File numbers found in text: 333-278188

Date
May 10, 2024
Author
MAXIM GROUP LLC
Form
CORRESP
Company
AETHLON MEDICAL INC

Letter

MAXIM GROUP LLC

300 Park Avenue, 16th Floor

New York, New York 10022

May 10, 2024

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E. Washington, D.C. 20549

Re: Aethlon Medical, Inc.

Registration Statement on Form S-1, as amended

File No. 333-278188

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, the underwriter, hereby request that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced registration statement on Form S-1 (the “Registration Statement”) to become effective at 9:00 a.m., Eastern time, on Tuesday, May 14, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated April 25, 2024 to agents, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as underwriter, has complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. If you require any additional information with respect to this letter, please contact M. Ali Panjwani at (212) 326-0820 of Pryor Cashman LLP.

Very truly yours,
MAXIM GROUP LLC

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CORRESP
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filename1.htm

MAXIM GROUP LLC

300 Park Avenue, 16th Floor

New York, New York 10022

May 10, 2024

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.
 Washington, D.C. 20549

 Re: Aethlon Medical, Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-278188

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, the
underwriter, hereby request that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause
the above-referenced registration statement on Form S-1 (the “Registration Statement”) to become effective at 9:00 a.m.,
Eastern time, on Tuesday, May 14, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under
the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated April 25, 2024 to agents, dealers,
institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as underwriter,
has complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. If you require any additional information
with respect to this letter, please contact M. Ali Panjwani at (212) 326-0820 of Pryor Cashman LLP.

    Very truly yours,

    MAXIM GROUP LLC

    By: /s/ Ritesh M. Veera

    Ritesh M. Veera
 Co-Head of Investment Banking

cc: M. Ali Panjwani, Esq.

  Pryor Cashman LLP