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United States securities and exchange commission logo
April 20, 2023
Kelly Roman
Chief Executive Officer
Fisher Wallace Laboratories, Inc.
630 Flushing Avenue, Box 84
Brooklyn, NY11206
Re:Fisher Wallace Laboratories, Inc.
Post-Qualification Amendment No. 1 on Form 1-A
Filed March 29, 2023
File No. 024-12134
Dear Kelly Roman:
            We have reviewed your amendment and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Post-Qualification Amendment No. 1 on Form 1-A filed March 29, 2023
Cover Page
1.Please revise the cover page to provide a price per security, including the value of non-
cash consideration for the bonus shares.  Refer to Securities Act Rule
251(a)(1).  Additionally, please ensure that your disclosure describes the differentiated
pricing or terms in the summary section.
2.Please revise your cover page to disclose that you have a dual class structure.
Plan of Distribution
Investor Perks and Additional Bonus Shares, page 18
3.Please fill in the blank in this section to clarify who may receive bonus shares.

 FirstName LastNameKelly  Roman
 Comapany NameFisher Wallace Laboratories, Inc.
 April 20, 2023 Page 2
 FirstName LastName
Kelly  Roman
Fisher Wallace Laboratories, Inc.
April 20, 2023
Page 2
General
4.Please revise to provide a balance sheet as of the two most recently completed fiscal year
end.  Refer to Form 1-A, Part F/S(b)(3)(A).
5.We note the addition of the StartEngine OWNers program in this post-qualification
amendment.  Please clarify the total number of shares of common stock you are offering.
In this regard, we note that your cover pages discloses up to 937,207 shares of Class B
common stock, plus up to 281,162 Bonus Shares.  Your plan of distribution; however,
now states that "certain investors in this offering are entitled to 10% Bonus Shares of the
company’s Common Stock (effectively a discount on the price paid per share)."
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Abby Adams at (202) 551-6902 or Lauren Nguyen at (202) 551-3642 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Jeffrey S. Marks