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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 16, 2025
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 3.03 Material Modification to Rights of Security
Holders.
On October
14, 2025, Aethlon Medical, Inc., a Nevada corporation (the “Company”), filed a Certificate of Change (the “Certificate
of Change”) pursuant to Section 78.209 of the Nevada Revised Statutes (“NRS”) with the Secretary of State of the State
of Nevada authorizing a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding
shares of common stock, $0.001 par value per share (the “Common Stock”). The Reverse Stock Split will become effective on
the Effective Date (as defined below).
Reason for the Reverse Stock Split
The Company is effectuating the Reverse Stock
Split as a part of the Company’s overall capital-markets and operating plan, including but not limited dilution management and continued
compliance with Nasdaq Listing Rule 5550(a)(2).
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The
Reverse Stock Split will become effective as of 10:00 am. Eastern Time on October 16, 2025 (the “Effective Date”). It is expected
that the Common Stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market when the market opens on October 20, 2025,
under the existing trading symbol “AEMD”. The CUSIP number for the Common Stock will change to 00808Y604.
Split Adjustment;
No Fractional Shares. On the Effective Date, the total number of shares of the Company’s Common Stock held by each stockholder
will be automatically converted into the number of whole shares of Common Stock equal to (i) the number of issued and outstanding shares
of Common Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) ten (10). No fractional shares
will be issued, and no cash or other consideration will be paid. Instead, the Company will issue one whole share of the post-Reverse Stock
Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.
Non-Certificated Shares;
Certificated Shares. Computershare Transfer, Inc. is acting as transfer and exchange agent for the Reverse Stock Split. Registered
stockholders are not required to take any action to receive post-Reverse Stock Split shares. Stockholders who are holding their shares
in electronic form at brokerage firms also do not have to take any action as the effect of the Reverse Stock Split will automatically
be reflected in their brokerage accounts.
State Filing.
Pursuant to NRS Section 78.209, the Company filed the Certificate of Change with the Secretary of State of the State of Nevada on October
14, 2025 to effectuate the Reverse Stock Split. The Certificate of Change will become effective at 10:00am. Eastern Time on
October 16, 2025. A copy of the Certificate of Change is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
No Stockholder Approval
Required. Under Nevada law, because the Reverse Stock Split was approved by the board of directors of the Company in accordance with
NRS Section 78.207, no stockholder approval is required. NRS Section 78.207 provides that the Company may effect the Reverse Stock Split
without stockholder approval if (i) the Reverse Stock Split does not adversely affect any other class of stock of the Company, and (ii)
the Company does not pay money or issue scrip to stockholders who would otherwise be entitled to receive a fractional share as a result
of the Reverse Stock Split. As described herein, the Company has complied with these requirements.
Capitalization.
Prior to the Reverse Stock Split, the Company was authorized to issue 60,000,000 shares of Common Stock. As a result of the Reverse Stock
Split, the Company will be authorized to issue 6,000,000 shares of Common Stock. As of October 16, 2025, there were 7,612,106 shares of
Common Stock outstanding. As a result of the Reverse Stock Split, there will be approximately 761,210 shares of Common Stock outstanding
(subject to adjustment due to the effect of rounding fractional shares into whole shares). The number of shares of preferred stock that
the Company is authorized to issue will not be impacted.
Immediately after the
Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain virtually
unchanged except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and
privileges of the holders of shares of common stock will be substantially unaffected by the Reverse Stock Split.
All options, warrants
and convertible securities of the Company outstanding, if any, immediately prior to the Reverse Stock Split will be appropriately adjusted
as a result of the Reverse Stock Split.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
The information set forth
in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. A copy of the Certificate of Change
is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
|
Description |
| 3.1 |
|
Certificate of Change |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL Document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 16, 2025 |
Aethlon Medical, Inc. |
| |
|
|
| |
By: |
/s/ James B. Frakes |
| |
Name:
|
James B. Frakes
Chief Executive Officer and Chief Financial Officer |
