AEMD (NASDAQ: AEMD) amends ATM prospectus; $542.7K remaining capacity

Rhea-AI Filing Summary

AEMD amends its ATM prospectus supplement to update the remaining capacity under its Form S-3 at-the-market program. The amendment states an available aggregate offering price of $542,716 to be sold from time to time through H.C. Wainwright & Co. under the sales agreement. The company reports a public float of $7,176,521 based on 2,337,629 shares held by non-affiliates at a highest closing price of $3.07 per share as of May 27, 2026, and notes prior ATM sales of $1,849,457 during the prior 12 months. Sales are governed by General Instruction I.B.6 of Form S-3 and may be made as at-the-market offerings on Nasdaq or through other permitted methods under the sales agreement.

Insights

Capital Markets Attorney

Update confirms remaining ATM capacity and compliance with Form S-3 limits.

The amendment documents the calculation under General Instruction I.B.6 of Form S-3, showing a $7,176,521 public float and remaining ATM capacity of $542,716. It ties the public-float measure to the highest Nasdaq closing price within the prior 60 days as required.

Key dependencies include continued compliance with the public-float threshold and the terms of the sales agreement with H.C. Wainwright & Co.. Any future offering under this capacity remains subject to those limits and the mechanics described in the sales agreement.

Corporate Finance Analyst

This is an administrative update that quantifies remaining potential dilution under the ATM program.

The filing reports prior 12-month ATM sales of $1,849,457 and remaining authority of $542,716, based on a public float of $7,176,521. Sales, if any, will occur at prevailing market prices via Nasdaq, negotiated trades, or direct purchases by the agent.

Practical effects depend on actual executions by the sales agent and market conditions; subsequent prospectus supplements will show any sold amounts and reduce the remaining capacity.

Key Figures

Remaining ATM capacity: $542,716 Public float: $7,176,521 Non-affiliate shares: 2,337,629 shares +3 more

6 metrics

Remaining ATM capacity $542,716 aggregate offering price available under Amendment No.1

Public float $7,176,521 aggregate market value of common stock held by non-affiliates as of May 27, 2026

Non-affiliate shares 2,337,629 shares shares held by non-affiliates used to calculate public float as of May 27, 2026

Price per share used $3.07 highest closing sale price on Nasdaq within the prior 60 days as of May 27, 2026

Prior ATM sales (12 months) $1,849,457 aggregate securities sold in reliance on General Instruction I.B.6 during prior 12 months

Prospectus date June 4, 2026 date of this prospectus amendment

Key Terms

at-the-market offerings, public float, General Instruction I.B.6 of Form S-3, sales agreement

4 terms

at-the-market offerings financial

"Sales of our common stock, if any, under this prospectus may be made in sales deemed to be "at the market offerings""

An at-the-market offering is a method for a company to sell new shares of its stock directly into the stock market over time, rather than all at once. This approach allows the company to raise money gradually, similar to selling small portions of a product as demand grows. For investors, it can influence stock availability and price, making it an important factor to consider when assessing a company's financial strategy.

public float financial

"the aggregate market value of our outstanding common stock held by non-affiliates was $7,176,521"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

General Instruction I.B.6 of Form S-3 regulatory

"we are eligible to offer and sell pursuant to General Instruction I.B.6 of Form S-3"

sales agreement financial

"made pursuant to the terms of the at the market offering agreement, or the sales agreement"

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

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PROSPECTUS SUPPLEMENT (To Prospectus Dated January 2, 2026) As Filed

Pursuant to Rule 424(b)(5)

Registration No. 333-292405

Up to $542,716

 

Common Stock

This amendment to the prospectus supplement (“Amendment No. 1”): amends the prospectus supplement dated January 2, 2026 (the “Original ATM Prospectus Supplement”), to the accompanying base prospectus, dated January 2, 2026 (the “Base Prospectus” and, collectively with the Original ATM Prospectus Supplement, the “Prospectus”) filed as a part of our effective registration statement on Form S-3 (File No. 333-292405) relating to the offer and sale from time to time of common stock, par value $0.001 through or to H.C. Wainwright & Co., LLC, or Wainwright, acting as sales agent or principal. These sales, if any, will be made pursuant to the terms of the at the market offering agreement, or the sales agreement, dated March 24, 2022 and amended on December 19, 2025, between us and Wainwright.

This Amendment No. 1 should be read in conjunction with the Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prospectus. This Amendment No. 1 is not complete without, and may only be delivered or utilized in connection with, the Prospectus, and any future amendments or supplements thereto.

We are filing this Amendment No. 1 to update the amount of securities that we are eligible to offer and sell pursuant to General Instruction I.B.6 of Form S-3. As of May 27, 2026, the aggregate market value of our outstanding common stock held by non-affiliates was $7,176,521, based upon 2,337,629 shares of our outstanding common stock held by non-affiliates and a price of $3.07 per share, which is the highest closing sale price of our common stock on the Nasdaq Capital Market within the prior 60 days of this prospectus. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding one-third of our “public float” (i.e., the aggregate market value of our common stock held by non-affiliates) in any 12 calendar-month period so long as our public float remains below $75.0 million. During the 12 calendar months prior to and including the date of this prospectus (but excluding this offering), we have sold an aggregate of $1,849,457 worth of securities in reliance on General Instruction I.B.6 of Form S-3.

As a result of these limitations and the current public float of our common stock, and in accordance with the terms of the sales agreement with Wainwright after filing this Amendment No.1 we may offer and sell shares of common stock having an aggregate offering price of up to $542,716 from time to time through Wainwright which does not include the shares of common stock having an aggregate sales price of $1,849,457 that were sold pursuant to the Original ATM Prospectus Supplement prior to the filing of this Amendment No. 1.

Sales of our common stock, if any, under this prospectus may be made in sales deemed to be “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on or through Nasdaq, or any other existing trading market in the United States for our common stock, sales made to or through a market maker other than on an exchange or otherwise, directly to Wainwright as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or in any other method permitted by law. Wainwright is not required to sell any specific number or dollar amount of securities, but will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between Wainwright and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. 

 Our common stock is listed on the Nasdaq Capital Market under the symbol “AEMD.” On May 27, 2026, the last reported sale price for our common stock was $3.07 per share.

Investing in our securities involves a high degree of risk. Before buying any of our securities, you should carefully consider the risk factors described in “Risk Factors” on page 20 of the Original ATM Prospectus Supplement and under similar headings in other documents filed after the date hereof and incorporated by reference into this prospectus supplement and the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

H.C. Wainwright & Co.

The date of this prospectus is June 4, 2026.

FAQ

What does the AEMD amendment change?

It updates the remaining ATM capacity to $542,716 and reconfirms the sales agent as H.C. Wainwright & Co. The change reflects the public-float calculation under Form S-3 effective as of May 27, 2026.

How was AEMD's public float calculated?

The public float is listed as $7,176,521, based on 2,337,629 non-affiliate shares at a highest closing price of $3.07 per share on Nasdaq during the prior 60 days, per the amendment.

How much has AEMD sold under its ATM in the past 12 months?

The amendment discloses prior ATM sales totaling $1,849,457 during the 12 calendar months before this prospectus, excluding the current available capacity stated in the amendment.

By what methods may AEMD sell shares under this prospectus?

Sales may be at-the-market on Nasdaq, through market makers, direct principal purchases by Wainwright, negotiated transactions, or other legally permitted methods described in the sales agreement.

Does Wainwright have an obligation to sell a specified amount?

No. The sales agent will use commercially reasonable efforts but is not required to sell any specific number or dollar amount of securities under the agreement.