STOCK TITAN

Aethlon Medical (NASDAQ: AEMD) raises ATM capacity to $542,716

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Aethlon Medical, Inc. updated its at-the-market equity program, allowing sales of common stock with an aggregate offering price of up to $542,716 under its existing agreement with H.C. Wainwright & Co. pursuant to an amended prospectus supplement.

This new capacity follows prior sales of common stock totaling $1,849,457 under the same prospectus. As of June 1, 2026, Aethlon had 2,344,886 shares of common stock outstanding, including 2,337,629 shares held by non-affiliates used to calculate its public float under Form S-3 rules.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New ATM capacity $542,716 aggregate offering price Placement Shares available under amended prospectus supplement
Prior ATM sales $1,849,457 aggregate sales price Common stock previously sold under prospectus supplement
Shares outstanding 2,344,886 shares Common stock outstanding as of June 1, 2026
Non-affiliate shares 2,337,629 shares Held by non-affiliates for public float under Form S-3 I.B.6
Registration statement Form S-3 File No. 333-292405 Became effective on January 2, 2026
Amendment filing date June 4, 2026 Amendment No. 1 to prospectus supplement filed
At Market Offering Agreement financial
"pursuant to that certain At Market Offering Agreement, dated March 24, 2022"
Prospectus Supplement regulatory
"filed a prospectus supplement (the “Prospectus Supplement”) with the Securities and Exchange Commission"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Registration Statement on Form S-3 regulatory
"under the Company's Registration Statement on Form S-3 (File No. 333-292405)"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
General Instruction I.B.6 of Form S-3 regulatory
"update the amount of shares eligible for sale pursuant to General Instruction I.B.6 of Form S-3"
public float financial
"held by non-affiliates for purposes of calculating the Company's public float under General Instruction I.B.6 of Form S-3"
Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
false 0000882291 0000882291 2026-06-04 2026-06-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

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): June 4, 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 8.01. Other Events.

 

On December 23, 2025, Aethlon Medical, Inc., a Nevada corporation (the “Company”), filed a prospectus supplement (the “Prospectus Supplement”) with the Securities and Exchange Commission (the “Commission”) relating to the offer and sale of shares of the Company's common stock, par value $0.001 per share (“Common Stock”), from time to time pursuant to that certain At Market Offering Agreement, dated March 24, 2022, as amended on December 19, 2025 (the “ATM Agreement”), by and between the Company and H.C. Wainwright & Co., LLC (“Wainwright”). The Prospectus Supplement was filed together with the base prospectus dated January 2, 2026 (the “Base Prospectus” and together with the Prospectus Supplement, the “Prospectus”), under the Company's Registration Statement on Form S-3 (File No. 333-292405), which became effective on January 2, 2026 (the “Registration Statement”).

 

On June 4, 2026, the Company filed Amendment No. 1 to the Prospectus Supplement (the “Amendment” and together with the Base Prospectus and the Prospectus Supplement, the “Prospectus”), amending and supplementing the Prospectus Supplement to update the amount of shares eligible for sale pursuant to General Instruction I.B.6 of Form S-3. Following the filing of the Amendment, the Company may offer and sell shares of Common Stock having an aggregate offering price of up to $542,716 pursuant to the ATM Agreement (the “Placement Shares”). This amount is in addition to the shares of Common Stock having an aggregate sales price of $1,849,457 that were previously sold pursuant to the Prospectus Supplement prior to the filing of the Amendment. As of June 1, 2026, the Company had 2,344,886 shares of Common Stock outstanding, of which 2,337,629 shares were held by non-affiliates for purposes of calculating the Company's public float under General Instruction I.B.6 of Form S-3. All other terms of the offering and the ATM Agreement remain unchanged and are described in the Prospectus Supplement and the ATM Agreement.

 

The legal opinion of Procopio, Cory, Hargreaves & Savitch, LLP relating to the Placement Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.

 

The offering of the Placement Shares has been registered pursuant to the Registration Statement, and any offering of the Placement Shares will be made only by means of the Prospectus. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any of the Placement Shares described herein, nor shall there be any sale of such securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
5.1   Opinion of Procopio Cory Hargreaves & Savitch, LLP
23.1   Consent of Procopio Cory Hargreaves & Savitch, LLP (included in Exhibit 5.1)
104   Cover Page Interactive Data File (embedded within the XBRL document)

 

 

 

 

 

 

 

 2 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 4, 2026 Aethlon Medical, Inc.
     
  By: /s/ James B. Frakes
 

 

 

James B. Frakes

Chief Executive Officer and Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 

FAQ

What change did Aethlon Medical (AEMD) make to its at-the-market offering?

Aethlon Medical increased the capacity of its at-the-market stock offering to allow sales of up to $542,716 of common stock. This update was implemented through Amendment No. 1 to its prospectus supplement filed on June 4, 2026.

How much stock has Aethlon Medical (AEMD) already sold under the ATM program?

Before the latest amendment, Aethlon Medical had already sold common stock with an aggregate sales price of $1,849,457 under the existing prospectus. The new $542,716 capacity is in addition to these previously completed at-the-market sales.

How many Aethlon Medical (AEMD) shares are outstanding and in public float?

As of June 1, 2026, Aethlon Medical had 2,344,886 common shares outstanding. Of these, 2,337,629 shares were held by non-affiliates and were used to calculate the company’s public float under General Instruction I.B.6 of Form S-3.

Which agreement governs Aethlon Medical’s (AEMD) at-the-market share sales?

Aethlon Medical’s at-the-market share sales are conducted under an At Market Offering Agreement with H.C. Wainwright & Co., LLC. The agreement, originally dated March 24, 2022 and amended on December 19, 2025, allows periodic common stock sales.

Are Aethlon Medical’s (AEMD) new placement shares registered with the SEC?

Yes. The placement shares under the at-the-market program are registered under Aethlon Medical’s effective Registration Statement on Form S-3. Any sales will be made only by means of the related base prospectus and prospectus supplement as amended.

Does the 8-K filing itself offer or sell Aethlon Medical (AEMD) shares?

No. The 8-K explicitly states it does not constitute an offer to sell or a solicitation to buy shares. Any sales must occur under proper registration or qualification in jurisdictions where offerings are legally permitted and compliant with securities laws.

Filing Exhibits & Attachments

4 documents