Aethlon Medical (NASDAQ: AEMD) prices $4M follow-on at-the-market deal
Rhea-AI Filing Summary
Aethlon Medical, Inc. entered into a securities purchase agreement and priced a follow-on offering of approximately $4.0 million, selling 5,633,009 shares of common stock (or pre-funded warrants in lieu thereof) and warrants to purchase up to 5,633,009 shares at $0.7101 per share (or pre-funded warrant) and accompanying warrant. The offering, priced at-the-market under Nasdaq rules, is expected to close on or about July 7, 2026, with Maxim Group LLC as sole placement agent. Aethlon expects net proceeds of about $3.335 million after fees and expenses, which it plans to use mainly for general corporate purposes including research and development, clinical trials, capital expenditures, and working capital. Company officers and directors agreed to 90-day lock-ups, and Aethlon accepted restrictions on additional equity issuances for up to one year, subject to specified exceptions.
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Insights
Aethlon raises about $3.3M net in an at-the-market follow-on offering with attached warrants.
Aethlon Medical completed a registered follow-on offering of 5,633,009 common shares (or pre-funded warrants) plus the same number of warrants at a combined price of $0.7101 per unit, for gross proceeds of about $4.0 million. The warrants have a five-year term from stockholder approval.
After paying a 6.25% cash fee (about $260,000) to Maxim Group LLC and $100,000 of reimbursed expenses plus other offering costs, Aethlon expects net proceeds of roughly $3.335 million. The company plans to use these funds for general corporate purposes, including research and development and clinical activities.
The transaction includes 90-day lock-ups for officers and directors and limits on additional equity or variable-rate financings for up to one year, which may temper near-term dilution from further capital raises. Overall, this is a routine small-cap financing that modestly strengthens liquidity without fundamentally changing the disclosed business profile.
8-K Event Classification
Key Figures
Key Terms
Securities Purchase Agreement financial
Pre-Funded Warrants financial
at-the-market offering financial
Breakthrough Device medical
Investigational Device Exemption medical
variable rate transaction financial
FAQ
What did Aethlon Medical (AEMD) announce in this follow-on offering?
How much cash will Aethlon Medical (AEMD) receive from the offering net of fees?
What are the key terms of the warrants issued by Aethlon Medical (AEMD)?
How is Maxim Group involved in Aethlon Medical’s (AEMD) offering?
How will Aethlon Medical (AEMD) use the net proceeds from this capital raise?
Are there lock-up or issuance restrictions tied to Aethlon Medical’s (AEMD) offering?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 1.01 Entry into a Material Definitive Agreement
On July 6, 2026, Aethlon Medical, Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Investors”), pursuant to which the Company agreed to sell, issue, and deliver, in a registered public offering (the “Offering”) (i) 263,000 shares (“Shares”) of common stock, par value $0.001 per share (the “Common Stock”), (ii) warrants to purchase 5,633,009 shares of Common Stock (the “Common Warrants”), (iii) pre-funded Warrants to purchase 5,370,009 shares of Common Stock (the “Pre-Funded Warrants”), and (iv) placement agent warrants to purchase up to 225,320 shares of Common Stock (the “Placement Agent Warrants”) (the Placement Agent Warrants, Pre-Funded Warrants and together with the Common Warrants, collectively, the “Warrants”).
Under the terms of the Purchase Agreement, the Company agreed to sell one share of its Common Stock or a Pre-Funded Warrant together with one Common Warrant sold in the Offering at a combined public offering price of $0.71 per share and accompanying warrant.
The Common Warrants have an exercise price equal to $0.71 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the warrants (“Stockholder Approval”), provided however, if the Pricing Conditions (as defined below) are met, the common warrant will be exercisable upon issuance (the “Initial Exercise Date”). As used herein “Pricing Conditions” means that the combined offering price per share and accompanying Common Warrant is such that the Warrant Stockholder Approval is not required under Nasdaq rules because either (i) the offering is an at-the-market offering under Nasdaq rules and such price equals or exceeds the sum of (a) the applicable “Minimum Price” per share under Nasdaq rule 5635(d) plus (b) $0.125 per whole share of common stock underlying the Common Warrant or (ii) the offering is a discounted offering where the pricing and discount (including attributing a value of $0.125 per whole share underlying the warrants) meet the pricing requirements under the Nasdaq rules.
The Offering closed on July 7, 2026. The securities were registered pursuant to the registration statement, on Form S-1 (File No. 333- 296933), which was initially filed with the Securities and Exchange Commission (the “Commission”) on June 22, 2026, and amended by the First Amendment on Form S-1A on July 1, 2026 and the Second Amendment on Form S-1A on July 1, 2026, which the Commission declared effective on July 6, 2026.
Maxim Group LLC agreed to act as the placement agent (the “Placement Agent”), on a “reasonable best efforts” basis, in connection with the Offering. On July 6, 2026, the Company and the Placement Agent entered into a Placement Agency Agreement (the “Placement Agency Agreement”), pursuant to which, as compensation for services rendered by the Placement Agent in connection with the Offering, the Company agreed to pay the Placement Agent an aggregate cash fee of 6.25% of the aggregate gross proceeds of the Offering (amounting to $260,000) at closing, as well as $100,000.00 for the reimbursement of certain of the Placement Agent’s expenses. Additionally, the Company issued to the Placement Agent, as part of the Placement Agent’s compensation, 225,320 warrants to purchase up to an aggregate of 225,320 shares of Common Stock equal to 4.0% of the aggregate number of Shares placed in the Offering. The Placement Agent Warrants have a term of five (5) years from the commencement of sales under the Offering, are exercisable commencing six (6) months from the closing date and have an exercise price of $0.71 per share of Common Stock (equal to 100% of the combined public offering price per Common Unit).
The Company received gross proceeds from the Offering of approximately $4,000,000 million, before deducting Placement Agent fees and other estimated offering expenses payable by the Company. The net proceeds to the Company from the Offering, after deducting the Placement Agent’s fees and expenses and estimated offering expenses (excluding proceeds to the Company, if any, from the future exercise of the Common Warrants and Placement Agent Warrants), were approximately $3.335 million. The Company intends to use the net proceeds from the Offering as working capital for general corporate purposes.
In addition, the Company (i) has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of the Company’s (or its subsidiary’s) securities for a period of ninety (90) days from the closing of the Offering, and (ii) shall not effect or enter into an agreement to effect, any issuance by the Company or any of its subsidiaries of common stock or common stock equivalents (or a combination of units thereof) involving a variable rate transaction without the prior written consent of Maxim for a period of one (1) year after the closing of the Offering, subject to certain exceptions. Additionally, in connection with the Offering, each of the officers and directors of the Company entered into lock-up agreements, pursuant to which they agreed not to sell or transfer any of the Company securities they hold, subject to certain exceptions, during the 90-day period following the closing of the Offering.
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The Purchase Agreement contains customary conditions to closing, representations and warranties of the Company, and termination rights of the parties, as well as certain indemnification obligations of the Company and ongoing covenants for the Company.
The foregoing summaries of the terms of the Common Warrants, the Pre-Funded Warrants, the Placement Agent Warrants, the Purchase Agreement and the Placement Agency Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the forms of such documents attached to this Current Report on Form 8-K (this “Current Report”) as Exhibits 4.1, 4.2, 4.3, 4.4, 10.1, and 10.2, respectively, and are incorporated herein by reference.
Item 8.01 Other Events.
On July 6, 2026, the Company issued a press release regarding the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 4.1 | Form of Common Warrant, dated July 7, 2026. | |
| 4.2 | Form of Pre-Funded Warrant, dated July 7, 2026. | |
| 4.3 | Placement Agent Warrant, dated July 7, 2026. | |
| 4.4 | Form of Lock-Up Agreement, dated July 7, 2026 | |
| 10.1 | Form of Securities Purchase Agreement, dated July 6, 2026, by and between Aethlon Medical, Inc. and investors party thereto. | |
| 10.2 | Placement Agency Agreement, dated July 6, 2026 by and between Aethlon Medical, Inc. and Maxim Group, LLC | |
| 99.1 | Press Release, dated July 6, 2026. | |
| 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: July 8, 2026 | AETHLON MEDICAL, INC. | |
| By: | /s/ James B. Frakes | |
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James B. Frakes Chief Executive Officer and Chief Financial Officer | |
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Exhibit 99.1
July 6, 2026
Aethlon Medical Announces Pricing of $4.0 Million Follow-On Offering Priced At-The-Market Under NASDAQ Rules
SAN DIEGO, July 6, 2026 /PRNewswire/ -- Aethlon Medical, Inc. (Nasdaq: AEMD), a medical therapeutic company focused on developing products to treat cancer and life-threatening infectious diseases, today announced the pricing of its follow-on offering of 5,633,009 shares of its common stock (or pre-funded warrants in lieu thereof) and warrants to purchase up to an aggregate of 5,633,009 shares of its common stock at a combined public offering price of $0.7101 per share (or pre-funded warrant) and accompanying warrant, priced at-the-market under applicable Nasdaq rules. The warrants will have an exercise price of $0.7101 per share, will be exercisable upon the date of stockholder approval, and will expire on the five-year anniversary from the date of stockholder approval. The shares of common stock (or pre-funded warrants) and warrants are immediately separable and will be issued separately in this offering. The closing of the offering is expected to occur on or about July 7, 2026, subject to the satisfaction or waiver of customary closing conditions.
Maxim Group LLC is acting as the sole placement agent for the offering.
The gross proceeds from the offering, before deducting the placement agent's fees and other offering expenses, are expected to be approximately $4.0 million. The Company intends to use the net proceeds from this offering for general corporate purposes which will include research and development expenses, clinical trial expenses, capital expenditures and working capital. The Company may also use a portion of the proceeds to in-license, acquire or invest in complimentary businesses, technologies, products or assets.
The securities described above are being offered pursuant to a registration statement on Form S-1, as filed (File No. 333-296933) as amended, which was declared effective by the Securities and Exchange Commission (the "SEC") on July 6, 2026. The offering is being made only by means of a prospectus which forms a part of the effective registration statement. A preliminary prospectus relating to the offering has been filed with the SEC. Electronic copies of the final prospectus, when available, may be obtained on the SEC's website at www.sec.gov and may also be obtained by contacting Maxim Group LLC at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Prospectus Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these 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.
About Aethlon and the Hemopurifier®
Aethlon Medical is a medical therapeutic company focused on developing the Hemopurifier, a clinical-stage immunotherapeutic device that is designed to combat cancer and life-threatening viral infections, and for use in organ transplantation. In human studies, the Hemopurifier has demonstrated the removal of life-threatening viruses, and in pre-clinical studies, the Hemopurifier has demonstrated the removal of harmful EVs from biological fluids, utilizing its proprietary lectin-based technology. This action has potential applications in cancer, where EVs may promote immune suppression and metastasis, and in life-threatening infectious diseases. The Hemopurifier is a U.S. Food and Drug Administration (FDA) designated Breakthrough Device indicated for the treatment of individuals with advanced or metastatic cancer who are either unresponsive to or intolerant of standard of care therapy, and with cancer types in which EVs have been shown to participate in the development or severity of the disease. The Hemopurifier also holds an FDA Breakthrough Device designation and an open Investigational Device Exemption (IDE) application related to the treatment of life-threatening viruses that are not addressed with approved therapies.
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Additional information can be found at www.AethlonMedical.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties. Statements containing words such as "may," "believe," "anticipate," "expect," "intend," "plan," "project," "will," "projections," "estimate," "potentially," or similar expressions constitute forward-looking statements. Such forward looking statements include but are not limited to statements regarding the expected closing of the offering, the anticipated gross and net proceeds, the intended use of proceeds, the timing of stockholder approval, and the exercisability of the warrants. Such forward-looking statements are subject to significant risks and uncertainties, and actual results may differ materially from the results anticipated in the forward-looking statements. These forward-looking statements are based upon Aethlon's current expectations and involve assumptions that may never materialize or may prove to be incorrect. Factors that may contribute to such differences include, without limitation, the Company's use of net proceeds from the offering, whether the conditions to closing the offering will be satisfied, the Company's ability to obtain the requisite stockholder approval, changes in market or other conditions, the Company's ability to use the proceeds as currently anticipated, and other potential risks. The foregoing list of risks and uncertainties is illustrative, but is not exhaustive. Additional factors that could cause results to differ materially from those anticipated in forward-looking statements can be found under the caption "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended March 31, 2026, and in the Company's other filings with the Securities and Exchange Commission, including its quarterly Reports on Form 10-Q. All forward-looking statements contained in this press release speak only as of the date on which they were made. Except as may be required by law, the Company does not intend, nor does it undertake any duty, to update this information to reflect future events or circumstances. The preclinical findings described herein are preliminary in nature and may not be replicated in subsequent studies or clinical trials.
Company Contact:
Jim Frakes
Chief Executive Officer and Chief Financial Officer
Aethlon Medical, Inc.
Jfrakes@aethlonmedical.com
Investor Contact:
Susan Noonan
S.A. Noonan Communications, LLC
susan@sanoonan.com
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SOURCE Aethlon Medical, Inc.
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