Aethlon Medical SEC Filings

Aethlon Medical, Inc. is asking stockholders to vote at its February 19, 2026 virtual annual meeting on seven proposals, including director elections and auditor ratification. The company seeks approval to amend its 2020 Equity Incentive Plan to add 100,000 shares and to amend its Articles of Incorporation to increase authorized common stock from 6,000,000 to 100,000,000 shares. Stockholders are also being asked to approve, for Nasdaq Listing Rule 5635(d) purposes, the potential issuance of up to 1,662,553 shares of common stock underlying warrants issued in a December 2025 PIPE financing, and up to 368,471 shares underlying inducement warrants.

The proxy highlights governance practices, director and executive compensation, and stock ownership, noting 973,213 shares of common stock outstanding as of the January 14, 2026 record date. It also describes progress in an Australian oncology trial of the Hemopurifier device, including completion of the first three-patient cohort without device-related serious adverse events, DSMB support to advance to a second cohort, and early laboratory signals on extracellular vesicles and immune markers.

Aethlon Medical, Inc. is registering up to 2,031,024 shares of common stock for resale by existing securityholders. These shares are issuable upon exercise of 1,042,820 Common Warrants, 595,897 Pre-Funded Warrants, 368,471 Inducement Warrants and 23,836 Placement Agent Warrants issued in December 2025 private transactions.

The warrants become exercisable only after required Warrant Stockholder Approval under Nasdaq rules; if this approval is not obtained, the Common Warrants will not be exercisable and may have no value. The Common and Inducement Warrants have a $4.03 exercise price, the Placement Agent Warrants a $5.04 exercise price, and the Pre-Funded Warrants a $0.0001 exercise price.

Aethlon will not receive proceeds from the resale of shares, but could receive up to approximately $5.8 million from cash warrant exercises. Shares outstanding were 973,213 as of January 5, 2026 and would be 3,004,237 assuming full exercise of the Registrable Securities. The company is a clinical-stage developer of the Hemopurifier device for cancer, viral infections, and organ transplantation applications.

Aethlon Medical, Inc. entered into a private PIPE financing and a related warrant inducement to raise approximately $3.3M in gross proceeds. In the PIPE, the company agreed to sell 596,452 shares of common stock (or pre-funded warrants in lieu of shares) and issue 1,043,791 Common Warrants, each unit priced at $4.03. The Common Warrants carry a $4.03 exercise price, become exercisable after stockholder approval of the underlying shares, and expire 5.5 years after that approval.

Separately, Aethlon signed a warrant inducement agreement under which a holder of existing warrants may exercise those warrants for cash at a reduced exercise price of $4.03 per share and receive new warrants equal to 175% of the exercised warrant shares, also at a $4.03 exercise price and a 5.5‑year term after stockholder approval. The company plans to use net proceeds for working capital and general corporate purposes and agreed to file resale registration statements for both the PIPE securities and the new warrants, with liquidated damages if certain registration deadlines are missed.

Aethlon Medical filed its quarterly report and detailed a smaller loss alongside a tight cash position and a going concern warning. The company reported a net loss of $1.49M for the quarter, with operating expenses of $1.51M, down 48% year over year. Cash and cash equivalents were $5.85M at September 30, 2025.

A registered direct offering closed in early September generated net proceeds of $3.74M. The share count increased to 761,318 outstanding as of November 10, 2025 following the offering and two reverse stock splits (1‑for‑8 in June and 1‑for‑10 in October). Management states there is substantial doubt about the company’s ability to continue as a going concern without additional capital.

Operationally, the phase 1 oncology trial in Australia treated three participants in Cohort 1; the DSMB raised no safety concerns and Cohort 2 enrollment is open. The quarter included an Australian R&D tax incentive of about $218,000 recognized as an expense reduction. The company regained Nasdaq minimum bid compliance after the October reverse split.

Aethlon Medical, Inc. furnished an 8-K announcing it issued a press release with financial results for the quarter ended September 30, 2025. The press release is included as Exhibit 99.1 and is incorporated by reference into Item 2.02.

The company states the information under Item 7.01 (Regulation FD), including Exhibit 99.1, is being furnished and not deemed filed under the Exchange Act, and will not be incorporated into other filings except by specific reference.

Aethlon Medical (AEMD) announced it has regained compliance with Nasdaq’s minimum bid price requirement for continued listing on the Nasdaq Capital Market. Nasdaq confirmed on November 5 that the matter is closed.

The company had received a notice on October 16 that its common stock had closed below the $1.00 minimum for 30 consecutive business days. Regaining compliance required maintaining a closing bid of at least $1.00 per share for ten consecutive business days, which the company achieved.

This update removes the immediate listing deficiency and keeps AEMD’s shares trading on Nasdaq, preserving market visibility and liquidity associated with that venue.

Aethlon Medical reported it is not in compliance with Nasdaq’s minimum bid price rule after its common stock closed below $1.00 for 30 consecutive business days. The company received the notice on October 16, 2025 and has requested a hearing before a Nasdaq Hearings Panel, which stays any suspension or delisting action while the panel reviews the case. The stock will continue trading on the Nasdaq Capital Market under the symbol AEMD during this process.

As part of its plan to regain compliance, Aethlon implemented a 1‑for‑10 reverse stock split effective October 16, 2025, with split-adjusted trading beginning on October 20, 2025. The company is monitoring its closing bid price and may evaluate additional actions to maintain its listing on the Nasdaq Capital Market.

Aethlon Medical (AEMD) implemented a 1-for-10 reverse stock split, effective at 10:00 a.m. Eastern on October 16, 2025. The stock is expected to begin trading on a split-adjusted basis on October 20, 2025 under the AEMD symbol, with a new CUSIP of 00808Y604.

The move is part of the company’s capital‑markets plan, including continued compliance with Nasdaq Listing Rule 5550(a)(2). Authorized common shares will change from 60,000,000 to 6,000,000. Common shares outstanding were 7,612,106 as of October 16, 2025, which will become approximately 761,210 after the split, subject to rounding. No fractional shares will be issued; holders otherwise entitled to a fraction will receive one whole share. Options, warrants and other convertibles will be adjusted proportionally.

No stockholder approval was required under Nevada law (NRS 78.207/78.209). Computershare is the transfer and exchange agent. Percentage ownership and voting power remain substantially unchanged aside from rounding.

Chetan Shah, a director of Aethlon Medical, Inc. (AEMD), reported a transaction on 09/30/2025 in which 1,786 shares of common stock were forfeited to cover tax withholdings arising from the conversion of 4,465 vested restricted stock units into common shares. The filing shows a per-share price used for the withholding calculation of $0.749. After the withholding, the reporting person beneficially owned 22,672 shares of common stock. The restricted stock units forfeited were part of a grant previously reported by the reporting person in an earlier Form 4 filed in April 2025.