Aethlon Medical Announces Pricing of a Private Placement and Warrant Inducement, Priced At-The-Market for Aggregate Gross Proceeds of $3.3 Million

Rhea-AI Summary

Aethlon Medical (Nasdaq: AEMD) entered a private placement and warrant inducement to raise approximately $3.3 million in gross proceeds, expected to close on or about December 8, 2025. The company agreed to sell 595,897 shares of common stock (or pre-funded warrants) together with warrants to purchase an aggregate 1,042,820 shares at a combined effective offering price of $4.03 per share and accompanying warrant.

The investor agreed to exercise March 2025 warrants for 155,000 shares and September 2025 warrants for 55,555 shares at an amended exercise price of $4.03, and the company will issue 368,471 new unregistered warrants. All warrants will have a $4.03 exercise price and expire 5.5 years after shareholder approval. Maxim Group is sole placement agent.

Positive

• Gross proceeds of approximately $3.3 million
• Sale of 595,897 common shares (or pre-funded warrants)
• Private placement includes warrants for 1,042,820 shares
• Investor agreed to immediate exercise of 210,555 outstanding warrants

Negative

• New unregistered warrants total 368,471 shares
• Potential share dilution from combined issuances and warrants
• Offering priced at-the-market under Nasdaq rules

Key Figures

Gross proceeds $3.3M Private placement and warrant inducement

Shares in placement 595,897 shares Common stock (or pre-funded warrants) sold in private placement

Placement warrants 1,042,820 warrants Warrants to purchase common stock issued with the placement

Exercise/offering price $4.03 Combined effective offering price and warrant exercise price

New Warrants 368,471 warrants Unregistered warrants issued as inducement consideration

March 2025 exercised 155,000 shares Shares from March 2025 Warrants exercised at $4.03

September 2025 exercised 55,555 shares Shares from September 2025 Warrants exercised at $4.03

Cash balance $5.85M Cash and equivalents at September 30, 2025 per 10-Q

Market Reality Check

$3.74 Last Close

Volume Volume 165,744 is at 0.74x the 20-day average of 225,276 shares, indicating muted pre-news activity. normal

Technical Shares at $3.7369 are trading below the 200-day MA of $18.32 and 95.57% under the 52-week high.

Peers on Argus

Key medical-device peers (e.g., BJDX, VTAK, NUWE) show modest single-digit gains, but no peers appear in the momentum scanner, suggesting today’s capital-raise headline is more stock-specific than sector-driven.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 02	Preclinical data update	Positive	+14.9%	Long COVID preclinical data showing EV binding and reduced inflammatory microRNAs.
Nov 12	Earnings and update	Neutral	-3.2%	Fiscal Q2 results with lower expenses, cash of $5.8M, and clinical program updates.
Nov 07	Earnings call notice	Neutral	-1.6%	Announcement of timing for fiscal Q2 release and conference call details.
Oct 08	Clinical trial update	Positive	+4.0%	Early Hemopurifier oncology trial observations showing directional EV and biomarker changes.
Oct 07	Clinical trial update	Positive	-5.8%	Preliminary cohort data from Australian oncology trial highlighting EV and T-cell shifts.

Pattern Detected

Recent history shows mixed reactions: strong gains on some positive data but several instances where seemingly favorable updates or clinical progress coincided with flat-to-negative moves.

Recent Company History

Over the last few months, Aethlon reported preliminary Hemopurifier clinical signals in Australia in early October 2025, with biological changes in EVs, microRNAs, and T cells, but share reactions were inconsistent. An October clinical update saw a -5.82% move, while a similar early-trial update later produced a 4% gain. A Long COVID preclinical preprint on Dec 2 led to a 14.87% rise. Financially, fiscal Q2 results on Nov 12 highlighted cost cuts but triggered a -3.23% move. Today’s private placement follows these mixed responses and prior disclosures of tight cash and a going concern warning.

Market Pulse Summary

The stock is down -8.8% following this news. A negative reaction despite the added capital fits a pattern where AEMD sometimes sold off on seemingly constructive updates, such as the -5.82% move after positive preliminary clinical data in early October 2025. This deal follows earlier financings, including net proceeds of $3.74M reported in the latest 10-Q, and a going concern warning. Persistent reliance on equity-linked funding and prior volatility could reinforce downside pressure after dilutive transactions.

Key Terms

private placement financial

"warrants to purchase up to an aggregate 1,042,820 shares of common stock, in a private placement priced"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

warrants financial

"together with warrants to purchase up to an aggregate 1,042,820 shares of common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

pre-funded warrants financial

"595,897 shares of common stock (or pre-funded warrants in-lieu thereof), together with warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

at-the-market financial

"in a private placement priced at-the-market under Nasdaq rules"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

Section 4(a)(2) regulatory

"made in a private placement under Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration statement regulatory

"The Company has agreed to file a registration statement with the Securities and Exchange Commission"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

resale registration statement regulatory

"Any offering of the securities under the resale registration statement will only be made"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

AI-generated analysis. Not financial advice.

SAN DIEGO, Dec. 5, 2025 /PRNewswire/ -- Aethlon Medical, Inc. ("Aethlon" or the "Company") (Nasdaq: AEMD), a medical therapeutic company focused on developing products to treat cancer and life-threatening infectious diseases, today announced that it has entered into a securities purchase agreement with a single institutional investor to purchase 595,897 shares of common stock (or pre-funded warrants in-lieu thereof), together with warrants to purchase up to an aggregate 1,042,820 shares of common stock, in a private placement priced at-the-market under Nasdaq rules. The combined effective offering price for each share of common stock (or pre-funded warrant in-lieu thereof) and accompanying warrants is $4.03. The warrants will have an exercise price of $4.03 per share, will be exercisable upon shareholder approval, and will expire on the five and one-half year anniversary from such date of shareholder approval.

The Company has also entered into a warrant inducement agreement with the investor to exercise certain outstanding warrants that the Company issued in March 2025 (the "March 2025 Warrants") and September 2025 (the "September 2025 Warrants"), respectively. Pursuant to a warrant inducement agreement, the investor has agreed to a reduced exercise price of the outstanding March 2025 Warrants and September 2025 Warrants to an amended exercise price of $4.03, and to exercise the outstanding March 2025 Warrants to purchase an aggregate of 155,000 shares of the Company's common stock and the outstanding September 2025 Warrants to purchase an aggregate of 55,555 shares of the Company's common stock, at the amended exercise price of $4.03. In consideration for the immediate exercise of the March 2025 Warrants and September 2025 Warrants, the Company also agreed to issue the investor unregistered warrants to purchase an aggregate of 368,471 shares of the Company's common stock (the "New Warrants"). The New Warrants will have an exercise price of $4.03 per share, will be exercisable upon shareholder approval, and will expire on the five and one-half year anniversary from such date of shareholder approval.

The gross proceeds to the Company from the private placement and warrant inducement are estimated to be approximately $3.3 million before deducting the placement agent's fees and other estimated offering expenses. The offering is expected to close on or about December 8, 2025, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the sole placement agent in connection with the offering.

The offer and sale of the foregoing securities are being made in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder, and the securities have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the securities issued in the private placement and warrant inducement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.

About Aethlon Medical, Inc.

Aethlon Medical, Inc. (Nasdaq: AEMD) is a clinical-stage medical device company headquartered in San Diego, California. Aethlon is advancing the Hemopurifier, to address unmet needs in oncology and infectious disease, using a novel platform designed to selectively remove circulation pathogenic targets from biologic fluids.

For more information, visit www.AethlonMedical.com and follow the Company on LinkedIn.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties. Statements containing words such as "may," "believe," "anticipate," "expect," "intend," "plan," "project," "will," "projections," "estimate," "potentially" or similar expressions constitute forward-looking statements. Such forward-looking statements are subject to significant risks and uncertainties and actual results may differ materially from the results anticipated in the forward-looking statements. These forward-looking statements are based upon Aethlon's current expectations and involve assumptions that may never materialize or may prove to be incorrect. Factors that may contribute to such differences include, without limitation, the Company's ability to raise additional capital, its ability to maintain its Nasdaq listing, to successfully complete development of the Hemopurifier; the Company's ability to successfully demonstrate the utility of the Hemopurifier in cancer and infectious diseases and in the transplant setting; the ability of the Hemopurifier to continue to show removal of platelet -derived EVs at a timepoint equivalent to a 4-hour HP treatment; the Company's ability to achieve and realize the anticipated benefits from its potential milestones; the Company's ability to submit applications to and obtain approval from the additional Ethics Committees in Australia and India, including on the timing expected by the Company; the Company's ability to initiate and continue its planned oncology clinical trials in Australia and India, including on the timing expected by the Company; the Company's ability to manage and successfully complete its clinical trials, if initiated; the Company's ability to successfully manufacture the Hemopurifier in sufficient quantities for its clinical trials, and other potential risks. The foregoing list of risks and uncertainties is illustrative, but is not exhaustive. Additional factors that could cause results to differ materially from those anticipated in forward-looking statements can be found under the caption "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended March 31, 2025, and in the Company's other filings with the Securities and Exchange Commission, including its quarterly Reports on Form 10-Q. All forward-looking statements contained in this press release speak only as of the date on which they were made. Except as may be required by law, the Company does not intend, nor does it undertake any duty, to update this information to reflect future events or circumstances.

Company Contacts:
Jim Frakes
Chief Executive Officer and Chief Financial Officer
Aethlon Medical, Inc.
Jfrakes@aethlonmedical.com 

Investor Contact:
Susan Noonan
S.A. Noonan Communications, LLC
susan@sanoonan.com
917-513-5303

 

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SOURCE Aethlon Medical, Inc.

FAQ

What is Aethlon Medical (AEMD) raising in the December 2025 private placement?

Aethlon is raising approximately $3.3 million in gross proceeds from the private placement and warrant inducement.

How many shares and warrants did Aethlon sell in the AEMD private placement?

The deal includes 595,897 common shares (or pre-funded warrants) and warrants to purchase 1,042,820 shares at a combined price of $4.03.

What warrant exercises occurred under the AEMD warrant inducement agreement?

The investor agreed to exercise March 2025 warrants for 155,000 shares and September 2025 warrants for 55,555 shares at an amended $4.03 exercise price.

When do the new and amended AEMD warrants expire and become exercisable?

All new and amended warrants have a $4.03 exercise price, are exercisable upon shareholder approval, and expire 5.5 years after that approval.

Who is the placement agent for the AEMD offering and when is the expected close?

Maxim Group is the sole placement agent, and the offering is expected to close on or about December 8, 2025.