UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 17, 2026
Aethlon
Medical, Inc.
(Exact name of registrant as specified in its
charter)
| Nevada |
|
001-37487 |
|
13-3632859 |
|
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
11555
Sorrento Valley Road, Suite
203
San Diego, California |
|
92121 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (619) 941-0360
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
Common Stock, $0.001 par value per share |
|
AEMD |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On September 17, 2026, Aethlon Medical, Inc., a Nevada corporation
(the “Company”), Nighthawk Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of the Company (the
“First Merger Sub”), Nighthawk Second Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary
of the Company (the “Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”),
and North Immunology, Inc., a Delaware corporation (“North Immunology”), entered into an Agreement and Plan of Merger
and Reorganization (the “Merger Agreement”), pursuant to which, among other matters and subject to the satisfaction
or waiver of the conditions set forth in the Merger Agreement, (i) First Merger Sub will merge with and into North Immunology, with North
Immunology surviving the merger as a wholly owned subsidiary of the Company (the “First Merger”), and (ii) immediately
following the First Merger and as part of the same overall transaction as the First Merger, North Immunology will merge with and into
Second Merger Sub, with Second Merger Sub surviving such merger (the “Second Merger” and, together with the First
Merger, the “Merger”). The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization
under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended.
Subject to the terms and conditions of the Merger Agreement, at the
effective time of the First Merger (the “First Effective Time”), each share of North Immunology capital stock outstanding
immediately prior to the First Effective Time (including shares issued in the Private Placement described below, and excluding treasury
shares and dissenting shares) will be converted into the right to receive a number of shares of the Company’s common stock, $0.001
par value per share (the “Common Stock”), equal to the exchange ratio determined under the Merger Agreement (the “Exchange
Ratio”); provided that, in the event the aggregate number of shares of Common Stock issuable to any holder of North
Immunology capital stock would, together with all securities then beneficially owned by such holder and its affiliates, exceed such holder’s
applicable beneficial ownership limitation (a “Beneficial Ownership Limitation”), the Company will issue to such holder
(x) shares of Common Stock up to such holder’s Beneficial Ownership Limitation and (y) in lieu of any shares of Common Stock in
excess of such Beneficial Ownership Limitation, pre-funded warrants (the “Pre-Funded Warrants”) to purchase a number
of shares of Common Stock equal to such excess. Outstanding North Immunology options, restricted stock units and warrants will be assumed
by the Company and adjusted in accordance with the Exchange Ratio, in each case as set forth in the Merger Agreement. Outstanding options
and warrants of the Company will remain outstanding following the Merger in accordance with their respective terms, subject to adjustment
as provided therein.
The Exchange Ratio is derived from the valuation framework in the
Merger Agreement, which contemplates an equity value for North Immunology of $150,000,000 or such higher value ascribed to North Immunology
in the Private Placement, plus the aggregate amount of the Private Placement (including the principal amount of, and accrued interest
on, North Immunology’s outstanding convertible promissory notes that convert in connection therewith), and a valuation for the
Company of $16,500,000, reduced by the amount (if any) by which the Company’s net cash at closing is less than $0, in each case
as further described in the Merger Agreement. Pursuant to the Exchange Ratio formula in the Merger Agreement, upon the closing of the
Merger, on a pro forma basis, pre-Merger North Immunology stockholders (inclusive of investors in the Private Placement) are expected
to own approximately 95.25% of the combined company and pre-Merger Company stockholders are expected to own approximately 4.75% of the
combined company. The foregoing percentages give effect to the issuance of 591,574 shares of Common Stock to Maxim prior to the
closing of the Merger in satisfaction of advisory fees payable by the Company in connection with the Merger.
In connection with the Merger, the Company will seek the approval of
its stockholders to, among other things, (a) approve the issuance of the shares of Common Stock issuable in connection with the Merger
under the rules of The Nasdaq Stock Market (“Nasdaq”) and the resulting change of control, and (b) amend its articles
of incorporation to (i) change the name of the Company to “North Immunology, Inc.,” (ii) effect a reverse stock split of the
Common Stock (to the extent necessary to satisfy the initial listing requirements of Nasdaq), (iii) increase the number of shares of Common
Stock that the Company is authorized to issue, and (iv) make such other changes as are mutually agreeable to the Company and North Immunology
(such amendment, the “Charter Amendment”). In connection with these matters, the Company has agreed to prepare and
file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Form
S-4”), which will include a proxy statement and other relevant materials relating to a meeting of the Company’s stockholders
to be held in connection with the Merger.
Each of the Company and North Immunology has made customary representations,
warranties and covenants in the Merger Agreement, including, among others, covenants relating to (1) the conduct of their respective businesses
during the period between the date of signing the Merger Agreement and the closing of the Merger, (2) non-solicitation of alternative
acquisition proposals, (3) using commercially reasonable efforts to obtain the regulatory approvals required by applicable law, (4) the
Company using commercially reasonable efforts to maintain the existing listing of the Common Stock on Nasdaq and to cause the shares of
Common Stock to be issued in connection with the Merger to be approved for listing on Nasdaq, pursuant to an initial listing application,
prior to the closing of the Merger, and (5) the Company filing with the SEC the Form S-4.
Consummation of the Merger is subject to certain closing conditions,
including, among other things, (1) approval by the requisite Company stockholders of the matters to be submitted to them in connection
with the Merger, (2) approval by the requisite North Immunology stockholders of the adoption and approval of the Merger Agreement and
the transactions contemplated thereby, (3) Nasdaq’s approval of the initial listing application to be submitted in connection with
the Merger, (4) the Form S-4 becoming effective in accordance with the Securities Act of 1933, as amended (the “Securities Act”),
and not being subject to any stop order or proceeding seeking a stop order, (5) the expiration or termination of any applicable waiting
periods (or extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (6) the Subscription Agreement
(described below) being in full force and effect and providing for the receipt by North Immunology of proceeds of not less than $175,000,000
at or substantially concurrently with the closing of the Merger. Each party’s obligation to consummate the Merger is also subject
to other specified customary conditions, including regarding the accuracy of the representations and warranties of the other party, subject
to the applicable materiality standard, and the performance in all material respects by the other party of its obligations under the Merger
Agreement required to be performed on or prior to the date of the closing of the Merger.
The Merger Agreement contains certain termination rights of each
of the Company and North Immunology, including the right of either party to terminate if the Merger has not been consummated by June
17, 2027 (subject to extension in specified circumstances). Upon termination of the Merger Agreement under specified circumstances,
the Company may be required to pay North Immunology a termination fee of $300,000 and North Immunology may be required to pay the
Company a termination fee of $2,000,000.
The Merger Agreement has been approved by the boards of directors of
the Company, North Immunology and the Merger Subs. The Merger Agreement provides that the directors and officers of the Company and the
surviving entity following the closing will be designated by North Immunology in accordance with the terms of the Merger Agreement. Upon
the closing of the Merger, the combined company will be led by North Immunology’s chief executive officer.
Financing Transaction
Concurrently with the execution and delivery of the Merger Agreement,
certain institutional and accredited investors entered into a securities purchase agreement with North Immunology (the “Subscription
Agreement”), pursuant to which they have agreed, subject to the terms and conditions thereof, to purchase immediately prior
to the First Effective Time shares of North Immunology common stock and pre-funded warrants to purchase North Immunology common stock
(together, the “PIPE Securities”) for an aggregate purchase price of approximately $180 million in a private placement
(the “Private Placement”), consisting of approximately $146 million in cash proceeds and approximately $34 million
from the contribution of North Immunology’s outstanding convertible promissory notes (together with accrued interest thereon).
The closing of the Private Placement is conditioned on the satisfaction or waiver of the conditions set forth in the Merger Agreement,
in addition to other customary closing conditions, and is expected to occur immediately prior to the First Effective Time. In addition,
North Immunology’s outstanding simple agreements for future equity will convert into shares of North Immunology common stock in
accordance with their terms prior to the First Effective Time.
The consummation of the Private Placement, providing for proceeds to
North Immunology of not less than $175,000,000, is a condition to the closing of the Merger. Shares of North Immunology common stock and
pre-funded warrants issued pursuant to the Private Placement will be converted into shares of Common Stock and Pre-Funded Warrants to
acquire shares of Common Stock, in accordance with the Exchange Ratio and the Merger Agreement.
Contingent Value Rights Agreement
Prior to the First Effective Time, the Company may declare a distribution
to holders of Common Stock and of the Company’s preferred stock, if any, of record as of immediately prior to the First Effective
Time of one contingent value right (each, a “CVR”) for each outstanding share held by such holder, in each case pursuant
to a Contingent Value Rights Agreement (the “CVR Agreement”) to be entered into between the Company and a rights agent
(the “Rights Agent”). Each CVR will represent the contractual right to receive certain net proceeds, if any, derived
from any consideration that is paid to the Company as a result of the sale, license, transfer, divestiture or other monetization transaction
with respect to the Company’s pre-Merger legacy business, including the Company’s Hemopurifier® assets, in
each case on the terms and subject to the conditions of the CVR Agreement.
The contingent payments under the CVR Agreement, if they become payable,
will become payable to the Rights Agent for subsequent distribution to the holders of the CVRs. In the event that no such proceeds are
received, holders of the CVRs will not receive any payment pursuant to the CVR Agreement. There can be no assurance that any holders of
CVRs will receive any payments with respect thereto.
The right to the contingent payments contemplated by the CVR Agreement
is a contractual right only and will not be transferable, except in the limited circumstances specified in the CVR Agreement. The CVRs
will not be evidenced by a certificate or any other instrument and will not be registered with the SEC. The CVRs will not have any voting
or dividend rights and will not represent any equity or ownership interest in the Company or any of its affiliates. No interest will accrue
on any amounts payable in respect of the CVRs.
Support Agreements and Lock-Up Agreements
Concurrently with the execution of the Merger Agreement, (i) certain
officers and directors of the Company (solely in their capacities as stockholders of the Company) entered into support agreements in
favor of North Immunology pursuant to which they have agreed to vote their shares of Company capital stock in favor of the approval of
the Merger Agreement and the transactions contemplated thereby and against any alternative acquisition proposals (the “Parent
Stockholder Support Agreements”), and (ii) certain officers, directors and stockholders of North Immunology (solely in their
capacities as stockholders of North Immunology), collectively representing the requisite North Immunology stockholder vote, entered into
support agreements in favor of the Company pursuant to which they have agreed to vote their shares of North Immunology capital stock
in favor of the adoption of the Merger Agreement and the transactions contemplated thereby and against any competing proposals (the “Company
Stockholder Support Agreements” and, together with the Parent Stockholder Support Agreements, the “Support Agreements”).
Concurrently
with the execution of the Merger Agreement, certain stockholders, officers and directors of North Immunology entered into lock-up agreements
(the “Lock-Up Agreements”) pursuant to which, subject to specified exceptions, they have agreed not to transfer the
shares of Common Stock they receive in the Merger for the 180-day period following the closing of the Merger.
The preceding summaries of the Merger Agreement, the Support Agreements,
the CVR Agreement, the Subscription Agreement, the Pre-Funded Warrants and the Lock-Up Agreements do not purport to be complete and are
qualified in their entirety by reference to the Merger Agreement, the form of Pre-Funded Warrant, the form of Parent Stockholder Support
Agreement, the form of Company Stockholder Support Agreement, the form of Lock-Up Agreement, the form of Subscription Agreement, and the
form of CVR Agreement, which are filed as Exhibits 2.1, 4.1, 10.1, 10.2, 10.3, 10.4, and 10.5,
respectively, to this Current Report on Form 8-K and which are incorporated herein by reference.
The Merger Agreement has been attached as an exhibit to this Current
Report on Form 8-K to provide investors and securityholders with information regarding its terms. It is not intended to provide any other
factual information about North Immunology or the Company or to modify or supplement any factual disclosures about the Company in its
public reports filed with the SEC. The Merger Agreement includes representations, warranties and covenants of the Company, the Merger
Subs and North Immunology made solely for the purpose of the Merger Agreement and solely for the benefit of the parties thereto in connection
with the negotiated terms of the Merger Agreement. Investors should not rely on the representations, warranties and covenants in the Merger
Agreement or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, North Immunology
or any of their respective affiliates. Moreover, certain of those representations and warranties may not be accurate or complete as of
any specified date, may be subject to a contractual standard of materiality different from those generally applicable to SEC filings or
may have been used for purposes of allocating risk among the parties to the Merger Agreement, rather than establishing matters of fact.
Item 5.01 Changes in Control of Registrant.
To the extent required by this Item, the information included in Item
1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On September 17, 2026, the Company and North Immunology issued a
joint press release announcing the entry into the Merger Agreement. The press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained on the
websites referenced in the press release is not incorporated herein by reference. Exhibit 99.2 hereto and incorporated
herein by reference is the investor presentation that will be used in connection with the Merger.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit
99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such
filing.
Forward-Looking Statements
This Current Report on Form 8-K and the exhibits filed or furnished
herewith contain forward-looking statements (including within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities
Act) concerning the Company, North Immunology, the proposed Merger and related matters. These forward-looking statements include express
or implied statements relating to the structure, timing and completion of the proposed Merger; the combined company’s listing on
Nasdaq after closing of the proposed Merger; expectations regarding the ownership structure of the combined company; expectations regarding
the Private Placement and the closing thereof; the expected executive officers and directors of the combined company; the expected declaration
and distribution of the CVRs and any payments that may become payable thereunder; the future operations of the combined company; the nature,
strategy and focus of the combined company; the development and commercial potential and potential benefits of any product candidates
of the combined company, including NOR-101; anticipated preclinical and clinical drug development activities and related timelines, including
the expected timing for data and other clinical results; and other statements that are not historical facts. The words “anticipate,”
“believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “will,” “would” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words.
These forward-looking statements are based on current expectations
and beliefs and are subject to risks and uncertainties, including risks related to the failure to obtain the required stockholder approvals,
the failure to complete the Private Placement, the failure to satisfy other closing conditions, including Nasdaq approval of the initial
listing application and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, delays in obtaining or adverse outcomes related to required regulatory approvals, the possibility that the Merger
Agreement may be terminated in accordance with its terms, the amount of the Company’s net cash at closing and the resulting adjustment
to the Exchange Ratio, the risk that no monetization of the Company’s legacy business is completed and that no payment becomes due
in respect of the CVRs, the Company’s ability to maintain its listing on Nasdaq, the outcome of preclinical studies and clinical
trials, the combined company’s ability to obtain, maintain and protect its intellectual property rights, the combined company’s
need for substantial additional funding, unexpected costs, charges or expenses resulting from the proposed transaction, the effect of
the announcement or pendency of the proposed transaction on existing and potential business relationships, operating results and business
generally, and the other risks and uncertainties described in the Company’s filings with the SEC. Actual results may differ materially
from those contemplated by these forward-looking statements, and neither the Company nor North Immunology undertakes any obligation to
update any forward-looking statement except as required by applicable law.
No Offer or Solicitation
This Current Report on Form 8-K and the exhibits filed or furnished
herewith are not intended to and do not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or
in respect of the proposed transaction or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation
to purchase or subscribe for any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of
a prospectus meeting the requirements of the Securities Act or an exemption therefrom.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION
HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS CURRENT REPORT ON FORM 8-K AND THE EXHIBITS FILED OR FURNISHED HEREWITH
ARE TRUTHFUL OR COMPLETE.
Important Additional Information About the
Proposed Transaction Will be Filed with the SEC
This Current Report on Form 8-K and the exhibits
filed or furnished herewith are not substitutes for any other document that the Company may file with the SEC in connection with the proposed
transaction, including the Form S-4 that will contain a proxy statement and prospectus. In connection with the proposed transaction between
the Company and North Immunology, the Company intends to file relevant materials with the SEC, including the Form S-4.
THE COMPANY URGES INVESTORS AND STOCKHOLDERS TO
READ THE REGISTRATION STATEMENT, INCLUDING THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ANY OTHER RELEVANT DOCUMENTS THAT MAY
BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, NORTH IMMUNOLOGY, THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and stockholders will be able to obtain
free copies of the Form S-4 and other documents filed by the Company with the SEC (when they become available) through the website maintained
by the SEC at www.sec.gov. In addition, investors and stockholders should note that the Company communicates with investors and
the public using its website (https://www.aethlonmedical.com/) where anyone will be able to obtain free copies of the Form S-4
and included proxy statement/prospectus and other documents filed by the Company with the SEC, and stockholders are urged to read the
Form S-4 and included proxy statement/prospectus and the other relevant materials when they become available before making any voting
or investment decision with respect to the proposed transaction.
Participants in the Solicitation
The Company, North Immunology and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the proposed transaction.
Information about the Company’s directors and executive officers, including a description of their interests in the Company, is
included in the Company’s most recent definitive proxy statement, as filed with the SEC on September 1, 2026, and in the Company’s
Annual Report on Form 10-K for the fiscal year ended March 31, 2026. To the extent that holdings of the Company’s securities by
the Company’s directors and executive officers have changed since the amounts set forth in the Company’s most recent definitive
proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC.
Additional information regarding these persons and their interests in the proposed transaction will be included in the proxy statement/prospectus
relating to the proposed transaction when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated
above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| 2.1* |
|
Agreement and Plan of Merger and Reorganization, dated as of September 17, 2026, by and among Aethlon Medical, Inc., Nighthawk Merger Sub Corp., Nighthawk Second Merger Sub, LLC and North Immunology, Inc. |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 10.1 |
|
Form of Parent Stockholder Support Agreement |
| 10.2 |
|
Form of Company Stockholder Support Agreement |
| 10.3 |
|
Form of Lock-Up Agreement |
| 10.4 |
|
Form of Subscription Agreement |
| 10.5 |
|
Form of CVR Agreement |
| 99.1 |
|
Press Release, issued on September 17, 2026 |
| 99.2 |
|
Investor Presentation, dated September 2026 |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL) |
| * |
|
Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant
hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC; provided,
however, that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or
schedules so furnished. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 17, 2026 |
AETHLON MEDICAL, INC. |
| |
|
|
| |
By: |
/s/ James B. Frakes |
| |
Name: Title:
|
James B. Frakes
Chief Executive Officer and Chief Financial Officer |
