Midwest Holding Inc.
2900 South 70th Street, Suite 400
Lincoln, Nebraska 68506
(402) 489-8266
December 14, 2020
Via Edgar
VIA EDGAR
Ms. Sonia Bednarowski
United States Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549-4546
| Re: | Midwest Holding Inc. |
Registration Statement on Form S-1 (Registration No. 333-249828)
Request for Acceleration of Effective Date
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1, as amended (File No. 333-249828) (the “Registration Statement”) of Midwest Holding Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on Wednesday, December 16, 2020, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Jones & Keller, P.C., by calling Reid A. Godbolt, Esq. at (303) 573-1600.
We understand that the staff of the Securities and Exchange Commission will consider this request as confirmation by the Company that it is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact Reid A. Godbolt of Jones & Keller, P.C. at the number set forth above.
Thank you for your assistance in this matter.
| Very truly yours, | |
| /s/ Michael Minnich | |
| Michael Minnich | |
| Co-Chief Executive Officer |
| cc: | A. Michael Salem, Midwest Holding Inc. |
Mark A. Oliver, Midwest Holding Inc.
Mayer Brown LLP
Jones & Keller, P.C.
