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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):
October 7, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
As previously reported,
at the 2026 Annual Meeting of Stockholders of Aethlon Medical, Inc. (the "Company") held on October 1, 2026, the Company's stockholders
approved an amendment to the Company's Articles of Incorporation, as amended, to increase the number of authorized shares of the Company's
common stock, par value $0.001 per share, from 20,000,000 shares to 200,000,000 shares (the "Articles Amendment").
The Articles Amendment
was filed with the Secretary of State of the State of Nevada and became effective on October 7, 2026, and amends Article V of the Company’s
Articles of Incorporation to authorize an aggregate of 200,000,000 shares of common stock, par value $0.001 per share.
A copy of the Articles
Amendment is filed herewith as Exhibit 3.1 and incorporated herein by reference. The foregoing summary of the Articles Amendment does
not purport to be complete and is qualified in its entirety by reference to such exhibit.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Articles of Incorporation of Aethlon Medical, Inc., as filed with the Secretary of State of the State of Nevada on October 7, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL Document) |
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 9, 2026 |
AETHLON MEDICAL, INC. |
| |
|
|
| |
By: |
/s/ James B. Frakes |
| |
Name: Title:
|
James B. Frakes
Chief Executive Officer and Chief Financial Officer |