MAXIM GROUP LLC
405 Lexington Avenue
New York, New York 10174
July 12, 2017
ViaEDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: MYnd Analytics, Inc. Registration Statement on Form S-1
(SEC File No. 333-217092)
Ladies and Gentleman:
In connection with the above referenced Registration Statement, and pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, the representative of the several underwriters (the “Representative”), hereby joins in the request of MYnd Analytics, Inc. that the effective date of the above-referenced Registration Statement be accelerated so that the Registration Statement may become effective on 4:30 p.m. Eastern Time on Thursday, July 13, 2017, or as soon as practicable thereafter.
Pursuant to Rule 460 under the Act, please be advised that through the date of this letter, the preliminary prospectuses, dated June 16, 2017 and June 30, 2017 (the “Preliminary Prospectus”), in connection with the Registration Statement were distributed (either in print or electronic form) approximately as follows:
| Copies to underwriters: | 3 |
| Copies to prospective dealers: | 5 |
| Copies to prospective institutional investors: | 30 |
| Copies to prospective retail investors: | 1,002 |
| Total | 1,040 |
Copies of the Preliminary Prospectus were available to anyone requesting the same at the offices of the underwriters.
The Representative confirms on behalf of itself and the several underwriters that they have complied with and will continue to comply with Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.
[SIGNATURE PAGE TO FOLLOW]
[Signature Page to MYnd Acceleration Request]
MAXIM GROUP LLC
As Representative of the several underwriters
/s/ Clifford A. Teller
By: Clifford A. Teller
Its: Executive Managing Director
Head of Investment Banking
