Aethlon, North Immunology plan all-stock merger
Aethlon Medical, Inc. (AEMD) entered into a definitive all‑stock merger agreement with privately held North Immunology, Inc., effectively handing control of the combined company to North Immunology’s investors.
Rhea-AI Filing Summary
Aethlon Medical, Inc. (AEMD) entered into a definitive all‑stock merger agreement with privately held North Immunology, Inc., effectively handing control of the combined company to North Immunology’s investors. Based on the agreed Exchange Ratio and the concurrent private placement, pre‑merger North Immunology stockholders (including PIPE investors) are expected to own approximately 95.25% of the combined company, while pre‑merger Aethlon stockholders are expected to own about 4.75%, subject to adjustment based on Aethlon’s net cash at closing.
The merger values North Immunology at $150 million plus the amount of the private placement and values Aethlon at $16.5 million, with a concurrent, oversubscribed private placement of approximately $180 million in North Immunology equity and pre‑funded warrants, including about $146 million in cash and $34 million from converting outstanding convertible notes. The PIPE proceeds are expected to fund the combined company into the second half of 2028 and support clinical development of North Immunology’s lead bispecific antibody program, NOR‑101, for atopic dermatitis, with Phase 1a planned to start in the first quarter of 2027 and multiple data readouts through 2028.
Aethlon stockholders of record immediately prior to closing may receive one contingent value right per share, entitling them to potential net proceeds from any future monetization of Aethlon’s legacy Hemopurifier business. The combined company is expected to be renamed North Immunology, Inc., trade on Nasdaq under the ticker NRTX, and be led by North Immunology’s current management, subject to customary closing conditions including stockholder approvals, SEC effectiveness of a Form S‑4, Nasdaq listing approval, HSR clearance, and receipt by North Immunology of at least $175 million of PIPE proceeds.
Positive
- $180 million private placement backing North Immunology is expected to fund the combined company into the second half of 2028, providing substantial runway for clinical development.
- North Immunology contributes a lead program, NOR‑101, with a defined clinical roadmap: Phase 1a expected in Q1 2027, interim data mid‑2027 and Phase 1b/2b topline data targeted in 2028.
- The combined company is expected to have a pro forma equity value of about $346.5 million, significantly larger than Aethlon’s standalone valuation of $16.5 million.
- Aethlon stockholders may receive contingent value rights (CVRs) tied to any future monetization of the company’s pre‑merger Hemopurifier business, preserving potential upside from legacy assets.
Negative
- Pre‑merger Aethlon stockholders are expected to own only about 4.75% of the combined company, indicating substantial dilution and a change of control in favor of North Immunology holders.
- Closing is contingent on several significant conditions, including at least $175 million of PIPE proceeds, dual stockholder approvals, HSR clearance, Nasdaq listing approval and Form S‑4 effectiveness, creating execution risk.
- If the merger terminates under specified circumstances, Aethlon could owe North Immunology a $300,000 termination fee, while North Immunology could owe Aethlon $2,000,000, adding potential cost around deal failure.
Filing Explained
The proposed charter changes could consolidate shares and expand authorized stock, while closing—not signing—controls when those mechanics take effect.
The proposed charter amendment would, if approved and needed for Nasdaq’s initial listing, effect a reverse stock split and increase the authorized common-share ceiling; these are proposed changes, not completed actions.
At closing, a North Immunology holder whose converted securities would exceed its beneficial-ownership limit would receive common shares up to that limit and pre-funded warrants for the excess; those warrants convert to shares when exercised.
A specific resolution point is
8-K Event Classification
Key Figures
Key Terms
Beneficial Ownership Limitation regulatory
pre-funded warrants financial
contingent value right financial
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended regulatory
atopic dermatitis medical
bispecific antibody medical
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What transaction did Aethlon Medical (AEMD) announce with North Immunology?
How will ownership of the combined AEMD–North Immunology company be split?
What are the key financial terms of the AEMD–North Immunology merger and PIPE?
What is NOR-101 and what development timeline is disclosed for the combined company?
What contingent value rights (CVRs) will Aethlon stockholders receive in this transaction?
What conditions must be satisfied for the AEMD–North Immunology merger to close?
When is the Aethlon–North Immunology merger expected to close and what is the pro forma equity value?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
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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.
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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.
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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.
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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.
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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.
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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.
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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. |
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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 | |
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Name: Title: |
James B. Frakes Chief Executive Officer and Chief Financial Officer | |
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Exhibit 99.1
Aethlon Medical & North Immunology Announce Merger to
Advance Novel IL-13 x IL-18 Bispecific Antibody for Atopic Dermatitis
North Immunology’s lead program, NOR-101, is a half-life extended anti-IL-13 x IL-18 bispecific antibody designed to inhibit both type 2 and non-type 2 inflammation, with the potential to deliver a best-in-disease treatment for patients with atopic dermatitis
Oversubscribed $180 million private placement is expected to fund the combined company’s operations into the second half of 2028
Phase 1a study of NOR-101 is expected to begin in the first quarter of 2027, with interim pharmacokinetic and safety data expected by mid-2027 and Phase 1b and Phase 2b topline data expected in 2028
San Diego, California, and Austin, Texas, September 17, 2026 — Aethlon Medical, Inc. (Nasdaq: AEMD) (“Aethlon” or the “Company”) today announced that it has entered into a definitive merger agreement (the “Agreement”) for an all-stock transaction with North Immunology, Inc. (“North Immunology”), Nighthawk Merger Sub Corp., a wholly owned subsidiary of Aethlon, and Nighthawk Second Merger Sub, LLC, a wholly owned subsidiary of Aethlon. North Immunology is a privately held biotechnology company developing bispecific antibodies that target orthogonal inflammatory pathways in immune and inflammatory diseases (“I&I”), with the goal of delivering therapies that have the potential to offer best-in-disease efficacy, safety, and patient convenience.
The merger and concurrent private placement, which is expected to provide approximately $180 million in gross proceeds, are expected to position the combined company to advance the development of NOR-101, a potentially best-in-class half-life extended IL-13 x IL-18 bispecific antibody that is being developed for atopic dermatitis (“AD”) and other immune-mediated diseases. Upon consummation of the transaction contemplated by the Agreement, the combined entity will operate as North Immunology, Inc. and trade on the Nasdaq Capital Market under a new ticker symbol NRTX.
The oversubscribed financing was supported by a syndicate of leading healthcare-focused institutional investors, including Bain Capital Life Sciences, Janus Henderson Investors, Deep Track Capital, Longitude Capital, Soleus Capital, Invus, Sirenia Capital Management LP, funds managed by Farallon Capital Management, Adage Capital Partners LP, and TCGX. The private placement is expected to provide North Immunology with approximately $180 million in gross proceeds (inclusive of the conversion of approximately $34 million of North Immunology’s outstanding convertible promissory notes, together with any accrued interest, premiums and fees thereon, issued on or around the date hereof) and is expected to fully fund its operations into the second half of 2028.
“Monoclonal antibodies targeting type 2 inflammation have transformed the treatment of AD, yet the vast majority of patients still live with substantial disease burden” said Mohit Gupta, Co-Founder and CSO of North Immunology. “By simultaneously targeting type 2 and non-type 2 inflammatory pathways that drive AD, we believe NOR-101 has the potential to deliver a best-in-disease therapeutic profile.”
North Immunology’s Phase 1a study of NOR-101 is expected to begin in Q1 2027, with interim PK and safety data expected by mid-2027. North Immunology intends to rapidly initiate Phase 1b and Phase 2b studies for NOR-101 in atopic dermatitis in 2027 and deliver topline data for both studies in 2028.
“This merger and significant financing is expected to provide the capital and public-company platform needed to advance NOR-101 into clinical development,” said Jonathan Barr, CEO of North Immunology. “We are encouraged by NOR-101's preclinical profile, including the promising bioavailability and approximately 42-day half-life observed in our non-human primate PK study. We look forward to executing on our clinical development plan, with multiple data readouts expected through 2028.”
“We believe Aethlon stockholders will have a compelling opportunity to participate in the development of North Immunology’s pipeline through their ownership interest in the combined company, while also retaining the potential to realize value from Aethlon’s legacy assets through the contingent value rights,” said James Frakes, Chief Executive Officer of Aethlon.
North Immunology was founded and incubated by ADAR1 Capital Management. “I am proud of the rapid progress our team has made in advancing NOR-101 since we founded the Company,” said Daniel Schneeberger, co-founder and board member of North Immunology and managing partner of ADAR1 Capital. “We look forward to dosing our first clinical trial participant and building on this momentum as North enters its next stage of growth.”
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About the Proposed Transaction
Under the terms of the merger agreement, as of the closing of the proposed merger, the pre-merger Aethlon stockholders are expected to own approximately 4.75% of the combined company, and the pre-merger North Immunology stockholders (inclusive of those investors participating in the Private Placement) are expected to own approximately 95.25% of the combined company, which is expected to have a pro forma equity value of approximately $346.5 million (inclusive of the Private Placement). The percentage of the combined company that Aethlon’s stockholders will own as of the closing of the proposed merger is subject to reduction to the extent Aethlon’s net cash at closing is less than $0, as further described in the Agreement.
In addition, Aethlon stockholders as of immediately prior to the closing (the “Holders”) will be entitled to receive additional financial consideration through a contingent value right (a “CVR”) for each share of Aethlon common stock and preferred stock held, entitling the Holders to net proceeds (if any) received following the closing from a sale, license, transfer, divestiture or other monetization transaction with respect to Aethlon’s legacy Hemopurifier® business (a “Parent Legacy Transaction”), the terms of which will be described in the Agreement and/or the Form 8-K to be filed in connection with the proposed transaction.
The transaction has received approval by the Board of Directors of both companies and is expected to close in the first quarter of 2027, subject to certain closing conditions, including, among others, approval by the stockholders of each company, the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission (the “SEC”) to register the securities to be issued in connection with the proposed merger, Nasdaq’s approval of the initial listing application to be submitted in connection with the proposed merger, and the satisfaction of other customary closing conditions.
The combined company plans to operate under the name North Immunology, Inc. and will be led by North Immunology’s existing management team. North Immunology’s existing Board of Directors, chaired by Daniel Schneeberger, M.D., MBA, co-founder of North Immunology and managing partner of ADAR1 Capital Management, will become directors of the combined company, alongside a number of new independent directors.
Maxim Group LLC is serving as financial advisor and Procopio, Cory, Hargreaves & Savitch LLP is serving as legal counsel to Aethlon. Wedbush Securities Inc. is serving as exclusive strategic financial advisor and Gibson, Dunn & Crutcher LLP is serving as legal counsel to North Immunology. Jefferies, Leerink Partners, BofA Securities and UBS Investment Bank are serving as the placement agents to North Immunology. Cooley LLP is serving as legal counsel to the placement agents.
About Aethlon Medical
Aethlon Medical, Inc. (Nasdaq: AEMD) is a medical therapeutic company focused on developing the Hemopurifier®, a clinical-stage immunotherapeutic device designed for the depletion of cancer-promoting exosomes and life-threatening viruses from the circulatory system, and for use in organ transplantation. Aethlon is headquartered in San Diego, California.
About North Immunology
North Immunology is a privately held biotechnology company developing bispecific antibodies that target orthogonal inflammatory pathways in immune and inflammatory diseases (“I&I”) with the goal of delivering therapies that have the potential to offer best-in-disease efficacy, safety, and patient convenience. North Immunology’s lead program, NOR-101, is a half-life extended anti-IL-13 x IL-18 bispecific antibody designed to inhibit both the type 2 and non-type 2 inflammation that drives atopic dermatitis. For more information, visit: www.northimmunology.com.
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Forward-Looking Statements
Certain statements in this press release, other than purely historical information, may constitute “forward-looking statements” within the meaning of the federal securities laws, including for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, express or implied statements relating to Aethlon’s and North Immunology’s expectations, hopes, beliefs, intentions or strategies regarding the proposed merger, the Private Placement, and the combined company’s future, pipeline and business including, without limitation, statements regarding the expected timing and completion of the proposed merger and the Private Placement, the anticipated ownership structure of the combined company, the expected benefits, opportunities and market potential of the proposed transaction, the combined company’s expected cash position and cash runway, the target profile, anticipated benefits, mechanism, dosing and development plans for NOR-101 and North Immunology’s other product candidates, the timing and design of preclinical studies and clinical trials and the expected timing of data, market size and opportunity, and the combined company’s ability to achieve the expected benefits or opportunities with respect to its product candidates, including whether NOR-101 will achieve clinical proof of concept, demonstrate improved efficacy relative to type 2-directed therapies, achieve extended maintenance dosing intervals, reduce the incidence of conjunctivitis, or achieve regulatory approval, and statements made herein with respect to the contingent value rights entitling the Holders to proceeds (if any) from a Parent Legacy Transaction received post-closing. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting the combined company will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Aethlon’s, North Immunology’s or the combined company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, risks related to: the risk that the proposed merger and the Private Placement may not be completed on the anticipated timeline or at all; the failure to satisfy the conditions to closing, including obtaining the requisite approvals of the stockholders of each company, the effectiveness of the registration statement to be filed with the SEC in connection with the proposed merger, approval of the Nasdaq 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; the risk that the Private Placement may not close or may not result in the anticipated gross proceeds; the amount of Aethlon’s net cash at closing and the resulting adjustment to the exchange ratio; the risk that a Parent Legacy Transaction may not be completed and that no payment may become due in respect of the CVRs; the outcome of preclinical studies and clinical trials; regulatory processes and the possibility that the target profile for NOR-101 is not achieved; the fact that NOR-101 is investigational and that comparisons to other agents are not based on head-to-head studies; the combined company’s ability to successfully develop and commercialize its product candidates; competition in the atopic dermatitis market; the combined company’s reliance on third parties; protection of intellectual property, including the combined company’s ability to obtain and maintain rights to the intellectual property underlying NOR-101; and the combined company’s need for substantial additional funding. Should one or more of these risks or uncertainties materialize, or should any of Aethlon’s, North Immunology’s or the combined company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth therein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this press release, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and in Aethlon’s filings with the SEC. Aethlon, North Immunology and the combined company do not undertake or accept any duty to make any updates or revisions to any forward-looking statements, except as required by law.
Important Information About Investigational Product Candidates
This press release concerns drug candidates that are under preclinical and clinical investigation, and which have not yet been approved by the U.S. Food and Drug Administration. These are currently limited by federal law to investigational use, and no representation is made as to their safety or effectiveness for the purposes for which they are being investigated. No clinical studies of NOR-101 have been conducted, and results from clinical trials of other agents are not indicative of results that may be demonstrated in clinical studies of NOR-101. Comparisons to approved products and to other investigational product candidates are based on separate studies with different designs, endpoints, timepoints and patient populations; no head-to-head studies have been conducted, and such comparisons are for illustrative purposes only.
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No Offer or Solicitation
This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any proxy, vote, consent or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities to be sold in the Private Placement are being offered in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS COMMUNICATION IS TRUTHFUL OR COMPLETE.
Important Additional Information About the Proposed Transaction Will Be Filed with the SEC
In connection with the proposed merger, Aethlon intends to file relevant materials with the SEC, including a registration statement on Form S-4 that will contain a proxy statement/prospectus relating to the proposed transaction. This press release is not a substitute for the registration statement, proxy statement/prospectus or any other document that Aethlon may file with the SEC in connection with the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF AETHLON AND NORTH IMMUNOLOGY ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AETHLON, NORTH IMMUNOLOGY, THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and security holders will be able to obtain free copies of the registration statement, proxy statement/prospectus and other documents filed by Aethlon with the SEC through the website maintained by the SEC at www.sec.gov and on the Investors section of Aethlon’s website.
Participants in the Solicitation
Aethlon, North Immunology and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Aethlon’s stockholders in connection with the proposed transaction. Information about Aethlon’s directors and executive officers, including a description of their interests in Aethlon, is included in Aethlon’s most recent definitive proxy statement, as filed with the SEC on September 1, 2026, and in Aethlon’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026. To the extent that holdings of Aethlon securities by Aethlon’s directors and executive officers have changed since the amounts set forth in Aethlon’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 the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be included in the registration statement and proxy statement/prospectus when filed with the SEC.
Investor Contact
Susan Noonan
S.A. Noonan Communications, LLC
susan@sanoonan.com
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Exhibit 99.2
Company Overview SEPTEMBER 2026
2 Disclaimer This presentation (together with any information communicated orally in connection herewith, this "Presentation") is being pr ovi ded by North Immunology, Inc. ("North" or the "Company") on a confidential basis solely for informational purposes in connection with a proposed private placement of securities (the "Priv ate Placement") to be conducted concurrently with a proposed business combination between North and Aethlon Medical, Inc. (Nasdaq: AEMD) (“AEMD") pursuant to which a successor entity to Nor th would become a wholly owned subsidiary of AEMD (the "Transaction"). By accepting this Presentation, the recipient agrees to keep its contents confidential, not to reproduce or d ist ribute it in whole or in part, and to return or destroy it upon request. This Presentation does not purport to be all - inclusive or to contain all information a prospective investor may require and is q ualified in its entirety by the definitive transaction agreements and the disclosure documents referred to below No Offer or Solicitation This Presentation is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, subscri be for or purchase any securities, or the solicitation of any proxy, vote, consent or approval, nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation or sale wo uld be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities to be offered in the Private Placement have not been and will not be registered un der the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, are being offered in a transaction not involving a public offering in reliance on the exemption fr om registration provided by Section 4(a)(2) of the Securities Act and Regulation D thereunder, and may not be offered or sold in the United States absent registration or an applicable exemption f rom the registration requirements. Any offer, if made, will be made solely to accredited investors by means of definitive subscription documents. No offer of securities shall be made except by mea ns of a prospectus meeting the requirements of Section 10 of the Securities Act. Additional Information and Where to Find It In connection with the Transaction, AEMD intends to file with the U.S. Securities and Exchange Commission (the "SEC") a regis tra tion statement on Form S - 4 (the "S - 4") that will contain a proxy statement of AEMD and a prospectus of AEMD (the "proxy statement/prospectus"). After the S - 4 is declared effective by the SEC, t he definitive proxy statement/prospectus will be mailed to AEMD’s stockholders. INVESTORS AND SECURITY HOLDERS OF AEMD AND NORTH ARE URGED TO READ THE S - 4, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, CAREFULLY AND IN THEIR ENTIRET Y W HEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AEMD, NORTH, THE TRANSACTION AND RELATED MATTERS. Investors and securit y h olders will be able to obtain free copies of the S - 4 and the proxy statement/prospectus (when available), and other documents filed with the SEC by AEMD, through the SEC' s website at www.sec.gov and on the investors section of AEMD’s website. Participants in the Solicitation AEMD, North and their respective directors and executive officers may be deemed to be participants in the solicitation of pro xie s from AEMD’s stockholders in connection with the Transaction. Information about AEMD’s directors and executive officers, including a description of their interests in AEMD, is included in AE MD’s most recent definitive proxy statement, as filed with the SEC on September 1, 2026, and in AEMD’s Annual Report on Form 10 - K for the fiscal year ended March 31, 2026. To the extent that hold ings of AEMD’s securities by AEMD’s directors and executive officers have changed since the amounts set forth in AEMD’s most recent definitive proxy statement, such changes have been or wi ll be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. Additional information regarding the persons who may, under the rules of the SEC, be deem ed participants in the solicitation of AEMD’s stockholders in connection with the Transaction, including a description of their direct or indirect interests, by security holdings or other wis e, will be included in the S - 4 and the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. Disclaimer and Forward - looking Statements
3 Forward - Looking Statements This Presentation contains "forward - looking statements" within the meaning of the federal securities laws, including for purpose s of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward - looking statements, including , without limitation, statements regarding the proposed Transaction and Private Placement and their expected timing and completion; the combined company's expected cash position and ca sh runway; NOR - 101's and North's other product candidates' target profiles, anticipated benefits, mechanism, dosing, and development plans; the timing and design of preclin ica l studies and clinical trials and the expected timing of data; market size and opportunity; and the combined company's strategy, prospects and future operations. Words such as "anticipate, " " believe," "expect," "intend," "may," "plan," "potential," "project," "target," "will" and similar expressions identify forward - looking statements. These statements are based on current e xpectations and assumptions and are subject to known and unknown risks and uncertainties (many beyond the parties' control) that could cause actual results to differ materially, incl udi ng, without limitation: the risk that the Transaction or the Private Placement may not be completed on the anticipated timeline or at all; the failure to satisfy closing conditions, including ob tai ning required stockholder approvals, the effectiveness of the S - 4, receipt of the minimum financing, and stock exchange listing approval; the outcome of preclinical studies and clinical trials ; r egulatory processes and the possibility that NOR - 101 target profiles are not achieved; the fact that NOR - 101 is investigational and cross - trial comparisons are not head - to - head; competition; relian ce on third parties; intellectual property risks; and the need for substantial additional funding. Additional risks will be described in the S - 4 and the proxy statement/prospectus and in AEMD’s f ilings with the SEC. Forward - looking statements speak only as of the date of this Presentation, and the parties undertake no obligation to update them except as required by law. You should n ot place undue reliance on forward - looking statements. Investigational Product Candidates NOR - 101 and North's other product candidates are investigational and have not been approved by the U.S. Food and Drug Administra tion or any other regulatory authority. Their safety and efficacy have not been established, and no representation is made as to their safety or effectiveness for the purposes for wh ich they are being investigated. Comparisons to approved products and to other investigational product candidates are based on separate studies with different designs, endpoints, timepoints a nd patient populations; no head - to - head studies have been conducted, and such comparisons are for illustrative purposes only. Industry and Market Data Certain information in this Presentation regarding the market and industry in which North operates, including market size, po sit ion and opportunity, is based on the Company's estimates and on third - party sources, internal analyses and assumptions that the Company believes to be reasonable but that have not been indepen dently verified. Such information is inherently uncertain and subject to change. Trademarks This Presentation contains trademarks, trade names and service marks of third parties (including Dupixent®, Ebglyss ®, Nemluvio ® and Rinvoq ®), which are the property of their respective owners. Solely for convenience, such marks are referred to without the ® and symbols, but such references are not intended to indicate any waiver of rights or that the owners will not assert their right s. Disclaimer and Forward - looking Statements
NOR - 101 Target Product Profile Note: No clinical studies of NOR - 101 have been conducted and results from clinical trials of other agents are not indicative of result s that may be demonstrated in clinical studies of NOR - 101 4 NOR - 101 is a Half - life Extended Anti - IL - 13 x IL - 18 Bispecific Antibody Potential to deliver best - in - disease treatment for atopic dermatitis (AD)by targeting both Th2 and non - Th2 inflammation Target Phase 1a Start: Q1 2027 Efficacy: Improved efficacy vs Th2 inhibitors • Inhibit both Th2 and non - Th2 inflammation Safety: In - line with Th2 inhibitors; potentially reduced conjunctivitis • Potential to reduce IL - 13 associated conjunctivitis by co - inhibiting IL - 18 Extended Dosing: Potential for Q3 - 6M dosing • NHP half - life exceeds best - in - class half - life extended monoclonal antibodies IL - 13 Inhibition: • Target Th2 Inflammation • Lebrikizumab epitope • Improved potency and developability vs lebrikizumab IL - 18 Inhibition: • Target non - Th2 inflammation • Aletekitug epitope • Potential to reduce conjunctivitis • Validated through 4 placebo - controlled studies of single agent IL - 18 inhibition in AD Engineered Fc: • Half - life extended through validated Fc modification • Effector Silenced
Source: FDA Labels Note: This chart is meant to show the treatment landscape for atopic dermatitis and the target therapeutic profile for NOR - 101. No cli nical studies of NOR - 101 have been conducted and results from clinical trials of other agents are not indicative of results that may be demonstrated in clinical st udies of NOR - 101 5 Better Treatments Are Required for Atopic Dermatitis Rinvoq Nemluvio Ebglyss Dupixent JAK1 IL - 31 IL - 13 IL - 4Rα Target Th2 + non - Th2 Th2 Th2 Th2 Pathway QD Q4W Q4W Q2W Dosing Safety Efficacy Rinvoq delivers strong efficacy by targeting Th2 + non Th2 inflammation, but has safety liabilities Th2 therapies are safe, but result in clear skin in <30% of patients ض – ض – ض – ض X
Source: FDA Labels; APGE APEX Part A results presentation; APGE APEX Part B results presentation Note: 1 Average of APEX Part A and APEX Part B; No clinical trials have been conducted for NOR - 101. This chart is meant to show the treatment landscape for atopic dermatitis and what we believe NOR - 101 has the potential t o demonstrate when tested in clinical trials. No clinical studies of NOR - 101 have been conducted and results from clinical trials of other agents are not indicative of results that may be demonstra ted in clinical studies of NOR - 101 6 We Believe NOR - 101 has the Potential to Offer a Material Improvement to the Standard of Care If NOR - 101 is able to demonstrate clinical data in line with its target profile, we believe it would be a material improvement to current standard - of - care Placebo Adjusted IGA 0/1 (%) 45 40 35 50 30 55 25 60 20 0 Zumilokibart APEX Part A + Part B Maintenance Dosing QD Q2W Q4W Q12W+ 2 Target Efficacy and Dosing for NOR - 101
Source: 1 Fania et al., Int J Mol Sci (2022). https:// doi.org /10.3390/ijms23052684 . 2 Lee et al., PLoS One (2017). https:// doi.org /10.1371/journal.pone.0186351 . 3 Scharli et al., J Allergy Clin Immunol (2024). https:// doi.org /10.1016/j.jaci.2024.10.027. 4 Lusty et al., Mol Immunol (2017). https:// doi.org /10.1016/j.molimm.2017.06.025 ; North Immunology Analysis 7 AD is Not Just a Th2 Disease; IL - 18 is a Key Driver of Non - Th2 Inflammation IL - 18 drives heterogeneous non - Th2 inflammation 2,3,4 IL - 13 mediates Th2 inflammation in AtD 1 Combined IL - 13 and IL - 18 inhibition targets both the Th2 and Non - Th2 inflammatory pathways associated with AD Th2/22 IL - 18 IL - 9 IL - 5 IL - 13 IL - 22 Th1 IFN γ GM - CSF Th17 IL - 17A IL - 17F IL - 12 IL - 23 Pro - IL - 18 caspase - 1 chymase granzyme B proteinase - 3 External Trigger IL - 2 (+ Allergen) TSLP IL - 33 IL - 25 DC Th2 OX40 IL - 13 Effector Cell degranulation / IgE production EC Skin barrier dysfunction
Clinical 4,5,6,7 aletekitug CMK389 camoteskimab EVO301 Source: ¹Budu - Aggrey et al., Nat Commun (2023). https://doi.org/10.1038/s41467 - 023 - 41180 - 2 . ²Szegedi et al., J Eur Acad Dermatol Venereol (2015). https://doi.org/10.1111/jdv.13160 . ³Clausen et al., Sci Rep (2020). https://doi.org/10.1038/s41598 - 020 - 78943 - 6 . ⁴Ellis et al., Allergy (2025). https://doi.org/10.1111/all.70172 .; 5 Evommune, EVO301 Top - Line Results, 2026; 6 Silverberg et al., SID 2026; 7 Novartis, https:// www.novctrd.com / ctrdweb / patientsummary / patientsummaries?patientSummaryId =1800 8 Robust Evidence Across Genetic, Biomarker, and Clinical Data Implicate IL - 18 as a Key Driver of AD Genetics 1 Biomarker 2,3 33x IL - 18 elevation in dermis of chronic AD patients 100x IL - 18 elevation in lesional epidermis Major GWAS meta - analysis found IL - 18 was strongly linked to AD Multi - fold elevations in lesional AD skin Robust efficacy signal and clean safety from 4 placebo - controlled studies European Discovery Dataset P value OR Gene 8.14E - 35 0.91 IL18Rβ 1.98E - 20 1.10 IL2Rα 1.85E - 17 1.07 OX40L 5.97E - 16 0.94 IL7R 1.46E - 25 1.05 IL22 7.30E - 09 1.04 IL15
Note: *N= total study N. Data are from separate studies and are not from head - to - head trials. Differences in study design, endpoints a nd timepoints, entry criteria and baseline disease severity, background/concomitant therapy, rescue medication rules, geography, and statistical handling of missing data may preclude dir ect comparison. No definitive conclusions regarding relative efficacy or safety should be drawn. No clinical studies of NOR - 101 have been conducted and results from clinical trials of other agents are not indicative of results that may be demonstrated in clinical studies of NOR - 101 9 IL - 18 Directed Therapies Have Demonstrated Efficacy across Both Lesions and Itch, with a Favorable Safety Profile, and No Reported Cases of Conjunctivitis Source: ¹Ellis et al., Allergy (2025). https://doi.org/10.1111/all.70172 . ²Evommune, EVO301 Top - Line Results (2026). ³Silverberg et al., SID (2026). ⁴Cather et al., Dermatol Ther ( Heidelb ) (2022). https://doi.org/10.1007/s13555 - 022 - 00778 - y . Placebo - Adjusted PP - NRS Reduction (median) Placebo - Adjusted PCFB EASI (%) 0 10 20 30 40 50 GSK Aletekitug Ph1b (Week 12) N=34* 1 Apollo Camoteskimab Phase 2a (Week 16) N=62* 3 Dupixent Phase 3 SOLO Pooled (Week 16) N=917* 4 0 1 2 3 4 5 6 GSK Aletekitug Ph1b (Week 12) N=34* 1 Dupixent Phase 3 SOLO Pooled (Week 16) N=917* 4 Evommune EVO301 Phase 2a (Week 12) N=70* 2
33% 7% 26% 9% 0 5 10 15 20 25 30 35 0 2 4 6 8 10 12 14 16 Source: ¹Cather et al., Dermatol Ther ( Heidelb ) (2022). https://doi.org/10.1007/s13555 - 022 - 00778 - y . ²Ellis et al., Allergy 81:539 – 551 (2025). https://doi.org/10.1111/all.70172 . Note: Data are from separate studies and are not from head - to - head trials. Differences in study design, endpoints and timepoints, entry criteria and baseline disease severity, background/concomitant therapy, rescue medication rules, geography, and statistical handling of missing data may preclude direct comparison. No definitive conclusio ns regarding relative efficacy or safety should be drawn. No clinical studies of NOR - 101 have been conducted and results from clinical trials of other agents are not indicative of results that may b e demonstrated in clinical studies of NOR - 101 10 IL - 18 Inhibition Drives Rapid and Deep Responses A single 2 mg/kg dose of aletekitug demonstrated EASI90 in line with Dupixent dosed at 300mg Q2W EASI 90 (%) - Aletekitug Ph1b vs Dupixent Ph3 17% Weeks Dupixent (Ph 3) n=457 1 Dupixent Placebo (Ph3) n=460 1 Aletekitug (Ph1b) n=23 2 Aletekitug Placebo (Ph 1b) n=11 2
11 IL - 18 mAbs Have Demonstrated a Clean Safety Profile and Human Genetic Evidence Suggests That Long - term IL - 18 Inhibition is not Deleterious • Clinical trials of IL - 18 inhibitors have not shown treatment related safety - signals to date • No cases of conjunctivitis reported across 4 different anti - IL - 18 programs 1 - 4 • Aletekitug studied in 3 Phase 2 studies up to 5mg/kg 5 - 7 in addition to phase 1b study in atopic dermatitis • Compassionate use case for IL - 18opathy associated IBD dosed up to 10mg/kg with no long term tolerability issues 8 Note: Data are from separate studies and are not from head - to - head trials. Differences in study design, endpoints and timepoints, entr y criteria and baseline disease severity, background/ concomitant therapy, rescue medication rules, geography, and statistical handling of missing data may preclude direct compari son . No definitive conclusions regarding relative efficacy or safety should be drawn. No clinical studies of NOR - 101 have been conducted and results from clinical trials of other agents are not indicative of results that may be demonstrated in clinical studies of NOR - 101 Source: ¹Ellis et al., Allergy (2025). https://doi.org/10.1111/all.70172 . ²Evommune, EVO301 Top - Line Results (2026). ³Silverberg et al., SID (2026). ⁴Novartis. https://www.novctrd.com/ctrdweb/patientsummary/patientsummaries?patientSummaryId=1800 . ⁵ ClinicalTrials.gov , NCT06447506. https://clinicaltrials.gov/study/NCT06447506 . ⁶McKie et al., PLoS One (2016). https://doi.org/10.1371/journal.pone.0150018 . ⁷Wlodek et al., PLoS One (2021). https://doi.org/10.1371/journal.pone.0247972 . ⁸Guha et al., J Clin Med (2024). https://doi.org/10.3390/jcm13206058 . ⁹Belkaya et al., J Exp Med (2019). https://doi.org/10.1084/jem.20190669 . ¹⁰Zhang et al., Proc Natl Acad Sci U S A (2021). https://doi.org/10.1073/pnas.2009217118 . ¹¹Dominy et al., J Allergy Clin Immunol (2026). https://doi.org/10.1016/j.jaci.2025.09.025 . Genetics Clinical Data • No known IL - 18 LoF phenotype • Loss of endogenous negative feedback via IL - 18BP or IL - 37 LoF associated with fulminant hepatitis 9 and colitis 10 respectively • Homozygous CASP1 LoF with undetectable IL - 18 levels and no change in life expectancy or increased risk of infection 11
Clinical Data: Strong responses to IL - 18 inhibition in Dupixent refractory patients Note: No clinical studies of NOR - 101 have been conducted and results from clinical trials of other agents are not indicative of result s that may be demonstrated in clinical studies of NOR - 101 12 Dual IL - 13 x IL - 18 Inhibition has the Potential to Drive Deeper and Broader Responses than IL - 13 Inhibitor Monotherapy 1 Biomarkers: Dupixent non - responders display a Th1 - skewed immune signature; Dupixent responders display a Th2 dominant signature 2 In Vitro: IL - 13 x IL - 18 inhibition demonstrated orthogonality and additivity 3 Clinical Observation: Th switching implicated in Dupixent loss of response 4
Source: ¹Ellis et al., Allergy (2025). https://doi.org/10.1111/all.70172 . 2 Silverberg et al., SID 2026. Note: Results from clinical trials of other agents are not indicative of results that may be demonstrated in clinical studies of NOR - 101 13 Dual IL - 13 x IL - 18 Inhibition has the Potential to Drive Deeper and Broader Responses than IL - 13 Inhibitor Monotherapy 1 Camoteskimab Phase 2a SID 2026 2 Clinical Data: Strong responses to IL - 18 inhibition in Dupixent refractory patients Aletekitug Phase 1b 1 87% 56% 87% 89% 98% 73% Tralokinumab Dupilumab Dupilumab Lebrikizumab Dupilumab Dupilumab Non - Responders Loss of Response Best PCFB EASI over 32 weeks (%) 0% 20% 40% 60% 80% 100% PCFB EASI at 12 weeks (%) Biologic Naive Dupilumab inadequate response
Source: Adapted from Del Duca et al, Serum biomarkers accurately differentiate dupilumab responders from nonresponders in atopic derm ati tis, SID 2026 Note: Results from clinical trials of other agents are not indicative of results that may be demonstrated in clinical studies of NOR - 101 14 Dual IL - 13 x IL - 18 Inhibition has the Potential to Drive Deeper and Broader Responses than IL - 13 Inhibitor Monotherapy 2 Biomarkers: Dupixent non - responders display a Th1 - skewed immune signature; Dupixent responders display a Th2 dominant signature Th1 Z - score Normal Responder Non - Responder Responder Non - Responder BL Post - Dupi Th2 Normal Responder Non - Responder Responder Non - Responder BL Post - Dupi
Source: Data on file 15 Dual IL - 13 x IL - 18 Inhibition has the Potential to Drive Deeper and Broader Responses than IL - 13 Inhibitor Monotherapy Promise of Additive Efficacy • Dual targeting of IL - 13 and IL - 18 increased Filaggrin expression more than either alone • IL - 18 inhibition synergizes with IL - 13 inhibition to decrease CCL26, a key Th2 biomarker Suggestive of Orthogonal Mechanisms • Targeting IL - 18 alone did not impact CCL26, suggesting that the clinical efficacy seen with IL - 18 inhibition is not driven by Th2 activity Potential Format Superiority • Targeting IL - 13 and IL - 18 via bispecific antibody appears to be superior to combination of monoclonal antibodies 3 In Vitro: IL - 13 x IL - 18 inhibition demonstrated orthogonality and additivity Skin Barrier Function Th2 Inflammation
Source: ¹Soria et al., JAMA Dermatol (2019). https://doi.org/10.1001/jamadermatol.2019.2613 . ²Varma et al., JAAD Case Rep (2020). https://doi.org/10.1016/j.jdcr.2020.01.012 . ³Lee et al., PLoS One (2017). https://doi.org/10.1371/journal.pone.0186351 . ⁴Lusty et al., Mol Immunol (2017). https://doi.org/10.1016/j.molimm.2017.06.025 . ⁵ Scharli et al., J Allergy Clin Immunol (2024). https://doi.org/10.1016/j.jaci.2024.10.027 . 16 Dual IL - 13 x IL - 18 Inhibition has the Potential to Drive Deeper and Broader Responses than IL - 13 Inhibitor Monotherapy 4 Clinical Observation: Th switching implicated in Dupixent loss of response Heterogeneous Th switching likely driven by immune escape via IL - 18 3,4,5 Th22: Head and neck dermatitis 1 Th1/Th17: Psoriasiform dermatitis 2 Th2/22 IL - 18 IL - 9 IL - 5 IL - 13 IL - 22 Th1 IFN γ GM - CSF Th17 IL - 17A IL - 17F IL - 12 IL - 23
Source: Thormann et al., Allergy (2024). https://doi.org/10.1111/all.16045 . North Immunology Analysis. Note: Results from clinical trials of other agents are not indicative of results that may be demonstrated in clinical studies of NOR - 101. 17 Dual IL - 13 x IL - 18 Inhibition has the Potential to Ameliorate Conjunctivitis Seen with IL - 4R α/13 Inhibitor Monotherapy Data from tear immune profiling suggest Th1 switch in patients who develop conjunctivitis IL - 18 inhibition mediates Th1 - associated IFN ߛ production and may reduce conjunctivitis Dupixent Baseline No Conjunctivitis Conjunctivitis Th1 Th2 Th17 Th1 Th2 Th17 Th1 Th2 Th17 Th1 Th2 Th17
Source: Nold - Petry et al., Nat Immunol (2015). https://doi.org/10.1038/ni.3103 . Plater - Zyberk et al., J Clin Invest (2001). https://doi.org/10.1172/JCI200112097 . Dinarello et al., Front Immunol (2013). https://doi.org/10.3389/fimmu.2013.00289 . 18 IL - 18BP is a Soluble Decoy for Two Opposing Pro - and Anti - inflammatory Cytokines: IL - 18 and IL - 37 Pro - inflammatory Signaling Anti - inflammatory Signaling IL - 18BP IL - 18 IL - 18R α IL - 18R β Extracellular Intracellular IL - 18BP IL - 37 IL - 18R α SIGIRR
Source: Nold - Petry et al., Nat Immunol (2015). https://doi.org/10.1038/ni.3103 . Plater - Zyberk et al., J Clin Invest (2001). https://doi.org/10.1172/JCI200112097 . Dinarello et al., Front Immunol (2013). https://doi.org/10.3389/fimmu.2013.00289 ; i nt ernal data 19 NOR - 101 Demonstrates IL - 18BP Non - competitive Binding, Sparing IL - 37 Anti - inflammatory Signaling; IL - 18BP Competitive Binding Decreases IL - 37 Signaling IL - 18BP Non - competitive IL - 18BP Competitive IL - 18 IL - 18BP IL - 37 NOR - 101 IL - 18 IL - 18BP IL - 37 CMK389 (Novartis) | Camoteskimab (Apollo)
Note: 1 IgG1 monoclonal antibody with lebrikizumab Fvs ; 2 IgG1 monoclonal antibody with lebrikizumab Fvs . Valency adjusted to allow for direct comparison to NOR - 101; 3 IgG1 monoclonal antibody with aletekitug Fvs ; 4 IgG1 monoclonal antibody with aletekitug Fvs . Valency adjusted to allow for direct comparison to NOR - 101 Source: Internal Data 20 NOR - 101 Targets the Same Epitopes as Lebrikizumab (IL - 13) and Aletekitug (IL - 18); Demonstrates In - line Potency and Strong Developability Profile Affinity and Potency Developability • High titer expression >6 g/L • >95% bispecific assembly purity at cell culture • Demonstrated auto - injector viable viscosity at 200 mg/mL prior to formulation optimization • SC formulation expected to be ready for Phase 1a 0.1 1 10 100 1000 10000 0.0 0.5 1.0 1.5 IL-13 Signaling in pSTAT6 HEK-Blue Reporter cells Test article (pM) O D 6 4 0 Lebrikizumab (valency adjusted) NOR-101 0.1 1 10 100 1000 10000 0.0 0.5 1.0 1.5 2.0 IL-18 signaling in NF-κB/AP1 HEK-Blue reporter cells Test article (pM) O D 6 4 0 Aletekitug (valency adjusted) NOR-101 IL - 18 Ref. IL - 13 Ref. NOR - 101 – <5pM 1 <6 pM Binding affinity, K D IL - 13 – 65 pM 2 49 pM IC 50 , valency adjusted pSTAT6 RGA <7 pM 3 – <3 pM Binding affinity, K D IL - 18 32 pM 4 – 24 pM IC 50 , valency adjusted NF - kB/AP1 RGA
Note: 1 n=3; 2 n=2. Excludes one animal in each cohort that developed ADA, 10mg/kg (IV and SC) conducted in separate study vs 5 mg / kg; 3 In - life data only. Necropsy and histopathology not conducted. 21 Potential Best - in - class NHP Half - life Indicates Opportunity for Q3 - Q6M Maintenance Dosing; No Adverse Safety Signals in NHP Tox Studies NHP PK Non - GLP 3 / GLP Tox • 30 day non - GLP dose range finding study completed in NHPs o Administered 5 doses of up to 150 mg/kg IV o No safety findings identified • In - life portion of 30 day GLP - tox study in NHPs completed o Administered 5 doses of up to 150 mg/kg IV and SC o No clinical observations F ( AUC last based) CL (mL /day/kg) AUC ∞ (day • ug/mL) T1/2 (days) Dose ~100% 1.00 10,310 42 10 mg/kg SC 2 - 1.07 9,715 37 10 mg/kg IV 1 - 1.04 4,863 35 5 mg /kg IV 2
Note: Preliminary clinical plan subject to change 22 NOR - 101 Clinical Plan Designed to Drive Accelerated Path to AD Pivotal Study 2028 2027 Phase 1a AD Phase 1b AD Phase 2b Indication Expansion Cohorts
Note: Preliminary clinical plan subject to change 23 Ph1a, Ph1b, and Ph2 Studies in AD Designed to Rapidly Progress to Ph3 Ph 1a HV SAD / MD N = 8 per cohort (6:2), ROA: SC Ph 1b Atopic Dermatitis N=~30 - 40, ROA: SC Ph 2b Atopic Dermatitis N = 150 - 200, ROA: SC Biologic Naïve and Biologic Inadequate Responder AD Patients • Primary Endpoint: Safety • Secondary Endpoints: PK, ADA, Efficacy • Exploratory Biomarkers: pSTAT6, TARC, non - Th2 biomarkers, skin inflammatory profiling • Primary Endpoint: Safety • Secondary Endpoints: PK, ADA • Exploratory Biomarkers: pSTAT6, TARC, non - Th2 biomarkers Cohort 1 DL1 Cohort 2 DL2 Cohort 3 DL3 Cohort 4 DL4 Phase 2 Considerations: • 3 dose levels vs PBO randomized 1:1:1:1 • Careful attention to data quality: site selection, central review • Primary Endpoint : % change in EASI at week 16, followed to at least week 32 • Key Secondary Endpoints: % change in itch, EASI75, EASI90, IGA0/1, DLQI • Exploratory Endpoints: kinetics of itch response, number of flares Screening DL1 DL2 DL3 Placebo Primary Endpoint Week 16 MD Cohort
Source: ¹Chovatiya et al., SKIN (2025). https://doi.org/10.25251/x9kr0q89 . 2 Loiselle et al., JID (2025). https://doi.org/10.1016/j.jid.2025.02.136 . 3 Ding et al., Sci Rep (2025). https://doi.org/10.1038/s41598 - 025 - 07224 - x . ⁴ DelveInsight . 5 CDC, Most Recent Asthma Data . https://www.cdc.gov/asthma - data/about/most - recent - asthma - data.html . 6 Long et al., Management of Allergic and Nonallergic Rhinitis: Summary (2002). https://www.ncbi.nlm.nih.gov/books/NBK11954/ . 7 Asthma and Allergy Foundation of America, Nasal Polyps Facts and Figures (2025). https://aafa.org/wp - content/uploads/2025/04/aafa - nasal - polyps - facts - and - figures.pdf . 8 Thel et al., Clin Gastroenterol Hepatol (2025). https://doi.org/10.1016/j.cgh.2024.09.031 . 24 Indication Expansion Opportunities ~50M+ potential US patients across eight indications DERMATOLOGY Chronic Hand Eczema 3 - 5M 1 Nummular Eczema 1.4M 2 Alopecia Areata 0.6M 3 Prurigo Nodularis 0.2M 4 DERMATOLOGY Asthma 28M 5 Perennial Allergic Rhinitis 20M 6 Chronic Rhinosinusitis w/ Nasal Polyposis 10M 7 Eosinophilic Esophagitis 0.5 - 1M 8
25 2028 2027 2026 • Q1: Ph 1b Topline Data • 2028: Ph 2b Topline Data • Q1: Ph 1a Start • H1: Ph 1b Start • 2027: Ph 2b Start • Midyear: Ph 1a PK/ Safety Data • Q4: Australia HREC and CTN Submission NOR - 101 IL - 13xIL - 18 • Ph 1a Start • DC Nomination NOR - 201 Undisclosed Key Upcoming Milestones Anticipated $180M PIPE raise provides cash into 2H 2028
26 Agreement • IP to be owned by affiliate Central Therapeutics, LLC; NOR - 101 composition of matter exclusively licensed to North Immunology • North to control patent prosecution • License terms: o Option fee has been paid o Royalty: mid single digit o Milestones: Up to mid - single digit development and approval milestones IP / License Agreement IP Status • Initial IP filed with coverage through 2047+
Estimated post - closing capitalization based on information as of the signing of the proposed transaction and concurrent financin g Aethlon shares outstanding include shares granted in connection with financial advisor fee. (1) Parent shares exclude 391,500 OT M warrants as of 09/13/26 | (2) Financing is inclusive of $34M convertible note 27 Pro Forma Capitalization Table Ownership in Pro - Forma Company Implied Valuation (in millions) Shares Outstanding / Issued $16.5 3,380,423 (1) Shares outstanding (including shares underlying warrants and restricted stock units) Aethlon Medical $150.0 30,719,158 North Immunology ~$180.0 37,067,067 (2) Concurrent Financing ~$346.5 71,166,648 Total 4.76% 43.29% 51.95%
28 Jonathan Barr CEO Mohit Gupta Cofounder and CSO Sejal Hall COO John Kelly CMO Li Malmberg CTO Ramei Sani - Grosso SVP, Clin Ops Yan Zhao SVP, Finance Toni Jun VP, Preclinical Team Overview Management Team Investors & Board of Directors Daniel Schneeberger Cofounder; Portfolio Manager, ADAR1 Mohit Gupta Cofounder and CSO, North Immunology Stuart Graham COO, ADAR1
Thank You Company Overview SEPTEMBER 2026