Aethlon Medical corrects failed preferred-stock vote

The tally also included 9,529 votes against, 1,555 abstentions and 184,547 broker non-votes.

Rhea-AI Filing Summary

Aethlon Medical, Inc. (AEMD) corrected the reported approval status of Proposal No. 7: stockholders did not approve a proposed charter amendment authorizing 20,000,000 shares of preferred stock. The proposal received 204,122 votes in favor, short of the 355,569 affirmative votes required. The required majority was based on common shares issued and outstanding and entitled to vote on August 10, 2026, the meeting’s record date; the Articles of Incorporation were not amended.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Proposed preferred-stock authorization: 20,000,000 shares Votes in favor: 204,122 votes Votes against: 9,529 votes +4 more

7 metrics

Proposed preferred-stock authorization 20,000,000 shares Proposal No. 7; not approved

Votes in favor 204,122 votes Proposal No. 7

Votes against 9,529 votes Proposal No. 7

Abstentions 1,555 votes Proposal No. 7

Broker non-votes 184,547 votes Proposal No. 7

Affirmative votes required 355,569 shares Approval threshold for Proposal No. 7

Common shares entitled to vote 711,136 shares Issued and outstanding as of August 10, 2026

Key Terms

preferred stock, par value, Broker Non-Votes, record date

4 terms

preferred stock financial

"authorize 20,000,000 shares of preferred stock"

Preferred stock is a type of ownership in a company that typically offers investors higher and more consistent dividend payments than common stock. Unlike regular shares, preferred stock usually doesn’t come with voting rights but provides a priority claim on the company’s assets and profits, making it a more stable and predictable investment option. This makes preferred stock attractive to those seeking steady income with lower risk.

par value financial

"preferred stock, par value $0.001 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

Broker Non-Votes regulatory

"Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

record date regulatory

"August 10, 2026, the record date for the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Did AEMD stockholders approve Proposal No. 7?

No. Proposal No. 7 received 204,122 affirmative votes, below the 355,569 required, so the proposed amendment authorizing 20,000,000 preferred shares was not approved.

What was the AEMD Proposal No. 7 vote breakdown?

The proposal received 204,122 votes for, 9,529 against, 1,555 abstentions and 184,547 broker non-votes. As of August 10, 2026, 711,136 common shares were issued and outstanding and entitled to vote.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 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. ☐

Explanatory Note

This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Aethlon Medical, Inc. (the “Company”) with the Securities and Exchange Commission on October 1, 2026 (the “Original Form 8-K”), solely to correct the disclosure under Item 5.07 regarding the approval status of Proposal No. 7 presented at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The Original Form 8-K correctly reported the voting results for Proposal No. 7 but incorrectly stated that Proposal No. 7 had been approved by the Company’s stockholders. As described below, Proposal No. 7 did not receive the affirmative vote required for approval and therefore was not approved. Except as expressly set forth herein, this Amendment does not amend, modify or update the disclosures contained in the Original Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Proposal No. 7: The Company’s stockholders did not approve a proposed amendment to the Company's Articles of Incorporation to authorize 20,000,000 shares of preferred stock, par value $0.001 per share, and authorize the Board of Directors to establish one or more series thereof and to fix the designations, powers, preferences, rights, qualifications, limitations and restrictions of each such series, as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
204,122	9,529	1,555	184,547

Approval of Proposal No. 7 required the affirmative vote of holders of a majority of the outstanding shares of the Company’s common stock entitled to vote on the proposal. As of August 10, 2026, the record date for the Annual Meeting, there were 711,136 shares of the Company’s common stock issued and outstanding and entitled to vote. Accordingly, the affirmative vote of at least 355,569 shares was required to approve Proposal No. 7. Because Proposal No. 7 received 204,122 votes in favor, Proposal No. 7 was not approved, and the Company’s Articles of Incorporation were not amended to authorize shares of preferred stock.

2

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: October 5, 2026	AETHLON MEDICAL, INC.
	By:	/s/ James B. Frakes
	Name: Title:	James B. Frakes Chief Executive Officer and Chief Financial Officer

3

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB