December 20, 2017
VIA EDGAR
Justin Dobbie
Legal Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Mr. Justin Dobbie Legal Branch Chief | |
| Re: | LiveXLive Media, Inc. Registration Statement on Form S-1 Filed May 11, 2017, as amended File No. 333-217893 |
Dear Mr. Dobbie:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the other several Underwriters, hereby joins in the request of LiveXLive Media, Inc. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:15 p.m. Washington D.C. time on December 21, 2017, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, 80 copies of the Preliminary Prospectus dated December 15, 2017 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.
The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
* * *
[signature page follows]
| Very truly yours, | ||
| JMP Securities LLC | ||
| As Representative of the Several Underwriters | ||
| JMP Securities LLC | ||
| By: | /s/ Peter Blackwood | |
| Name: Peter Blackwood | ||
| Title: Managing Director | ||
