Aethlon Medical vote approves 200M share authorization

The meeting approved an increase in authorized common shares and a preferred-stock authorization, as well as share-issuance proposals tied to future financings and warrants.

Rhea-AI Filing Summary

Aethlon Medical, Inc. (AEMD) reported stockholder approval of several proposals at its October 1, 2026 annual meeting. The vote increased the 2020 Equity Incentive Plan’s authorized share issuance by 100,000 shares, effective October 1, 2026 following stockholder approval, and raised authorized common shares from 20,000,000 to 200,000,000 while authorizing 20,000,000 preferred shares.

Stockholders also approved, for Nasdaq Listing Rule 5635(d) purposes, issuance of up to an aggregate 1,126,602 common shares upon exercise of Common Warrants and Placement Agent Warrants issued in the July 2026 offering, plus common stock or convertible or exercisable securities in future private financings and shares or exercisable securities in future warrant exercise inducement transactions. Edward G. Broenniman, James B. Frakes, Nicolas Gikakis, Angela Rossetti and Chetan S. Shah, MD, were elected directors; Haskell & White LLP was ratified for the fiscal year ending March 31, 2027; and named executive officer compensation was approved on an advisory basis.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Authorized common shares: 20,000,000 to 200,000,000 shares 2020 Equity Incentive Plan share increase: 100,000 shares Authorized preferred shares: 20,000,000 shares +3 more

6 metrics

Authorized common shares 20,000,000 to 200,000,000 shares Stockholders approved the amendment at the October 1, 2026 annual meeting.

2020 Equity Incentive Plan share increase 100,000 shares Increase in common shares authorized for issuance; effective October 1, 2026 following stockholder approval.

Authorized preferred shares 20,000,000 shares Stockholders approved an amendment to authorize preferred stock.

Warrant-related issuance approved Up to an aggregate 1,126,602 shares Common shares issuable upon exercise of Common Warrants and Placement Agent Warrants from the July 2026 offering.

Common shares issued and outstanding 711,136 shares As of August 10, 2026, the annual-meeting record date.

Shares represented at annual meeting 399,752 shares Approximately 56.21% of the 711,136 shares entitled to vote.

Key Terms

Nasdaq Listing Rule 5635(d), broker non-votes, quorum, warrant exercise inducement transactions

4 terms

Nasdaq Listing Rule 5635(d) regulatory

"for purposes of complying with Nasdaq Listing Rule 5635(d)"

Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.

broker non-votes financial

"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.

quorum regulatory

"therefore, a quorum was present"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

warrant exercise inducement transactions financial

"in connection with one or more future warrant exercise inducement transactions"

FAQ

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

What share authorizations did AEMD stockholders approve?

AEMD stockholders approved increasing authorized common shares from 20,000,000 to 200,000,000 and authorizing 20,000,000 preferred shares. The preferred-stock amendment also authorizes the Board to establish one or more series and set each series’ terms.

How many shares were added to AEMD’s 2020 Equity Incentive Plan?

Stockholders approved an increase of 100,000 shares in the common stock authorized for issuance under the 2020 Equity Incentive Plan. The Board had approved the amendment on July 10, 2026, subject to stockholder approval, and it became effective October 1, 2026.

What warrant-related share issuance did AEMD shareholders approve?

Stockholders approved issuance of up to an aggregate 1,126,602 common shares upon exercise of the Common Warrants and Placement Agent Warrants issued in the July 2026 offering. They also approved proposals covering future private financings and future warrant exercise inducement transactions.

Who was elected to AEMD’s board at the October 2026 annual meeting?

Edward G. Broenniman, James B. Frakes, Nicolas Gikakis, Angela Rossetti and Chetan S. Shah, MD, were elected as directors. Each is to serve until the next annual meeting or until a successor is duly elected and qualified, subject to prior death, resignation or removal.

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

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

As described in Item 5.07 below, on October 1, 2026, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Aethlon Medical, Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Plan Amendment”) to the Company’s 2020 Equity Incentive Plan, as amended (the “2020 Plan”), to increase the number of shares of common stock authorized for issuance thereunder by 100,000 shares. The Plan Amendment was previously approved by the Board of Directors (the “Board”) of the Company, subject to stockholder approval, on July 10, 2026. The Plan Amendment became effective on October 1, 2026 following receipt of stockholder approval.

The 2020 Plan, as amended to reflect the Plan Amendment, is herein referred to as the “Amended 2020 Plan.”

Additional information regarding the Plan Amendment and the terms of the Amended 2020 Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) filed by the Company with the Securities and Exchange Commission on August 21, 2026, which information is incorporated herein by reference. Such information and the foregoing description of the Plan Amendment and the Amended 2020 Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended 2020 Plan, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

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

On October 1, 2026 the Company held the Annual Meeting in a virtual format. At the close of business on August 10, 2026, the record date for the Annual Meeting, there were 711,136 shares of Company common stock issued and outstanding, which constituted all of the issued and outstanding capital stock of the Company as of the record date. At the Annual Meeting, 399,752 of the Company’s 711,136 shares of common stock entitled to vote as of the record date, or approximately 56.21%, were represented by proxy or in person (virtually); therefore, a quorum was present.

The proposals voted on at the Annual Meeting are more fully described in the Proxy Statement.

The final voting results on the proposals presented for stockholder approval at the Annual Meeting were as follows:

Proposal No. 1: The Company’s stockholders elected five directors, each to hold office until the Company’s next annual meeting of stockholders, or until their successors are duly elected and qualified, subject to prior death, resignation, or removal, as follows:

Name	Votes For	Votes Against	Abstentions	Broker Non-Votes
Edward G. Broenniman	209,265	4,000	1,939	184,547
James B. Frakes	210,601	3,456	1,147	184,547
Nicolas Gikakis	210,684	3,510	1,010	184,547
Angela Rossetti	211,000	3,207	997	184,547
Chetan S. Shah, MD	210,803	3,406	995	184,547

Proposal No. 2: The Company’s stockholders ratified the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027, as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
396,657	2,743	352	--

2

Proposal No. 3: The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of up to an aggregate 1,126,602 shares of the Company’s common stock, par value $0.001 per share, issuable upon the exercise of the Common Warrants and Placement Agent Warrants issued pursuant to the Company’s offering in July 2026, as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
208,774	4,449	1,982	184,547

Proposal No. 4: The Company’s stockholders approved on an advisory basis, the compensation of our named executive officers, as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
205,507	6,027	3,671	184,547

Proposal No. 5: The Company’s stockholders approved an amendment to our 2020 Equity Incentive Plan, as amended, to increase the number of shares of the Company’s common stock authorized for issuance thereunder by 100,000 shares as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
204,289	8,407	2,509	184,547

Proposal No. 6: The Company’s stockholders approved, an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of our common stock from 20,000,000 to 200,000,000 as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
370,879	27,208	1,667	--

Proposal No. 7: The Company’s stockholders approved an 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
204,121	9,528	1,556	184,547

Proposal No. 8: The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company's common stock, par value $0.001 per share, or securities convertible into or exercisable for shares of the Company's common stock, in connection with one or more future private financing transactions, as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
206,858	6,412	1,935	184,547

3

Proposal No. 9: The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock, par value $0.001 per share, and/or securities exercisable for shares of the Company’s common stock, in connection with one or more future warrant exercise inducement transactions involving certain of the Company’s outstanding warrants, as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
206,058	6,385	2,762	184,547

Proposal No. 10: The Company’s stockholders approved the adjournment of the Annual Meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in the event we have not received sufficient votes in favor of any of the foregoing proposals, as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
263,567	19,753	6,433	--

Although Proposal No. 10 was approved by the Company’s stockholders, the chairman of the Annual Meeting elected not to adjourn the meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Aethlon Medical, Inc. 2020 Equity Incentive Plan, as amended to date, Form of Restricted Stock Grant, Form of Option Grant and Agreement.
104		Cover Page Interactive Data File (embedded within the inline XBRL Document)

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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: October 1, 2026	AETHLON MEDICAL, INC.
	By:	/s/ James B. Frakes
	Name: Title:	James B. Frakes Chief Executive Officer and Chief Financial Officer

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Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 AETHLON MEDICAL, INC. 2020 EQUITY INCENTIVE PLAN, AS AMENDED TO DATE 243.2 KB

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