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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):
November 12, 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 2.02 Results of Operations and Financial Condition.
The information provided below in “Item 7.01 - Regulation FD
Disclosure” of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference into this Item 2.02.
Item
7.01 Regulation FD Disclosure.
On November 12, 2026,
Aethlon Medical, Inc. (the “Company”) issued a press release regarding its financial results for the quarter ended September
30, 2026. A copy of that press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information set forth
under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and 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 such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated
by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference
language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed
an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.
Item 9.01 Financial Statements
and Exhibits.
Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated November 12, 2026 |
| 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: November 12, 2026 |
AETHLON MEDICAL, INC. |
| |
|
|
| |
By: |
/s/ James B. Frakes |
| |
Name: Title:
|
James B. Frakes
Chief Executive Officer and Chief Financial Officer |
Exhibit 99.1

Aethlon Medical Reports Second Quarter Fiscal 2027 Results and Provides
Corporate Update
SAN DIEGO, November 12, 2026 -- Aethlon Medical,
Inc. (the Company or Aethlon) (Nasdaq: AEMD), a clinical-stage medical therapeutic company, today announced financial results for fiscal
second quarter ended September 30, 2026, and provided a corporate update.
Corporate Updates
Merger
On September 17, 2026, we entered into a Plan
of Merger and Reorganization (the “Merger Agreement”) with North Immunology, Inc. (“North Immunology”) and two wholly
owned subsidiaries of the Company, pursuant to which the parties agreed to effect a two-step merger transaction (the “Merger”).
Upon completion of the proposed Merger, the combined company is expected to operate under the name North Immunology, Inc.
In connection with the proposed Merger we implemented
workforce reductions near the end of the second fiscal quarter. We have retained key personnel necessary to maintain our corporate and
regulatory obligations and continue management of our Australian oncology clinical trial. We remain operational and continue to evaluate
our activities and resource requirements in light of the proposed Merger and our available financial resources. The Merger Agreement contemplates
the wind-down of certain activities associated with our legacy business upon and subject to the closing of the transaction. The timing
and extent of any further changes to our operations will depend on the progress and outcome of the proposed Merger, our available resources
and other factors. There can be no assurance that the Merger will be completed on the anticipated terms or within the anticipated timeframe,
or at all.
In connection with the Merger, holders of Aethlon’s
common stock are expected to receive a contingent value right (“CVR”) pursuant to a contingent value rights agreement to be
entered into at closing. The CVRs are intended to provide shareholders with the opportunity to participate in future potential proceeds,
if any, resulting from the monetization of Aethlon’s legacy Hemopurifier business. Any payments under the CVR will be subject to
the terms and conditions of the CVR agreement. There can be no assurance that any monetization transaction will occur or that CVR holders
will receive any payments.
Clinical Highlights
Phase 1 oncology study: “We advanced
our clinical program during the quarter,” said James Frakes, CEO and CFO. “We treated the second participant in the third
and final dosing cohort of our Phase 1 oncology study in Australia. We have treated eight patients across the three dosing cohorts to
date and continue to pursue enrollment of one additional patient. Given the anticipated timing of the proposed Merger with North Immunology,
we have a limited window in which to complete enrollment. We intend to conclude patient recruitment in connection with the proposed Merger
and subsequently compile the available clinical data for analysis.
Financial Highlights
| · | Cash and liquidity: Cash and cash equivalents
were approximately $6.5 million as of September 30, 2026. |
| · | Operating expenses: Consolidated operating expenses
for quarter increased 77.2% to approximately $2.7 million versus approximately $1.5 million in the prior-year quarter. This increase was
primarily attributable to higher professional fees associated with the proposed Merger and the lack of recognition of a research and development
tax credit in the current period due to timing, which resulted in higher general and administrative expenses in the current-year period
compared to the prior-year period. |
The consolidated balance sheets for September
30, 2026, and March 31, 2026 and the consolidated statements of operations for the fiscal quarters and six-month periods ended September
30, 2026, and 2025, are included at the end of this release.
About the Hemopurifier®
The Aethlon Hemopurifier is an investigational
medical device designed to remove enveloped viruses and tumor-derived extracellular vesicles (EVs) from circulation. It is used extracorporeally
with a blood pump and combines plasma separation, size exclusion, and affinity binding using a plant lectin resin that targets mannose-rich
surfaces found on EVs and viruses. EVs released by solid tumors are believed to play a role in metastasis and the resistance to immunotherapies
and chemotherapy. Removal of enveloped viruses and extracellular vesicles has been demonstrated in both in vitro studies and human subjects.
The Hemopurifier holds a U.S. Food and Drug Administration
Breakthrough Device Designation for:
The treatment of individuals with advanced or
metastatic cancer unresponsive to or intolerant of standard-of-care therapy; and the treatment of life-threatening viruses not addressed
with approved therapies.
About Aethlon Medical, Inc.
Aethlon Medical, Inc. (Nasdaq: AEMD) is a clinical-stage
medical therapeutic company headquartered in San Diego, California. The Company is advancing the Hemopurifier®, an investigational
extracorporeal immunotherapeutic platform designed to remove tumor-derived extracellular vesicles and enveloped viruses from circulation
for potential applications in oncology, infectious disease, and other disease states.
For more information, visit www.AethlonMedical.com
and follow the Company on LinkedIn.
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.
Forward-looking statements in this release
include, among others, statements regarding: the anticipated timing, completion and potential benefits of the proposed Merger with North
Immunology, Inc.; the satisfaction of closing conditions, including obtaining required stockholder approvals and completion of the contemplated
financing; the anticipated operations and business of the combined company following the Merger; the Company’s planned workforce reductions,
operational changes and potential wind-down of its legacy business activities; the potential monetization of the Company’s legacy Hemopurifier
business and any payments that may become payable under the contemplated contingent value rights agreement; the Company’s ability to continue
enrollment in and complete its Phase 1 oncology clinical trial in Australia, including the anticipated conclusion of patient recruitment
and subsequent analysis of available clinical data; and the availability and adequacy of capital to support the Company’s ongoing operations
and obligations pending completion of the Merger. Such forward-looking statements are subject to significant risks and uncertainties,
and actual results may differ materially from those 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 risk that the proposed Merger with North Immunology, Inc. may not
be completed on the anticipated terms or within the anticipated timeframe, or at all; the failure to obtain required stockholder approvals
or satisfy other closing conditions, including completion of the contemplated financing; the potential termination of the Merger Agreement
and the consequences thereof; the ability of the combined company to satisfy applicable Nasdaq listing requirements; the Company’s ability
to manage its operations, expenses and liquidity pending completion of the Merger; the availability and adequacy of capital to support
the Company’s ongoing obligations; the Company’s ability to implement planned operational changes and wind down certain legacy business
activities; the Company’s ability to enroll additional patients in its Phase 1 oncology clinical trial in Australia and compile and analyze
available clinical data; uncertainties regarding the timing and results of its clinical activities; the Company’s ability to monetize
its legacy Hemopurifier business; the possibility that holders of contingent value rights may not receive any payments; and unforeseen
changes in regulatory requirements or other circumstances affecting the Company’s operations. 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.
Because the Hemopurifier® is an investigational device, its safety and effectiveness have not been established, and no conclusions
should be drawn regarding clinical benefit.
Company Contact:
Jim Frakes
Chief Executive Officer and Chief Financial Officer
Aethlon Medical, Inc.
Jfrakes@aethlonmedical.com
AETHLON MEDICAL, INC. AND SUBSIDIARY
Condensed Consolidated Balance Sheets
| ASSETS | |
| |
|
| | |
| |
|
| | |
September 30,
2026 | |
March 31,
2026 |
| | |
(Unaudited) | |
|
| CURRENT ASSETS | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 6,486,639 | | |
$ | 5,026,458 | |
| Deferred offering costs | |
| 206,216 | | |
| 210,985 | |
| Prepaid expenses and other current assets | |
| 168,169 | | |
| 332,094 | |
| | |
| | | |
| | |
| TOTAL CURRENT ASSETS | |
| 6,861,024 | | |
| 5,569,537 | |
| | |
| | | |
| | |
| Property and equipment, net | |
| 215,126 | | |
| 356,822 | |
| Operating lease right-of-use asset, net | |
| 155,699 | | |
| 307,820 | |
| Restricted cash | |
| 99,375 | | |
| 98,928 | |
| | |
| | | |
| | |
| TOTAL ASSETS | |
$ | 7,331,224 | | |
$ | 6,333,107 | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| | |
| | | |
| | |
| CURRENT LIABILITIES | |
| | | |
| | |
| Accounts payable | |
$ | 743,525 | | |
$ | 384,550 | |
| Due to related parties | |
| 68,250 | | |
| 68,250 | |
| Operating lease liability, current portion | |
| 172,116 | | |
| 336,718 | |
| Other current liabilities | |
| 294,498 | | |
| 657,317 | |
| | |
| | | |
| | |
| TOTAL LIABILITIES, ALL CURRENT | |
| 1,278,389 | | |
| 1,446,835 | |
| | |
| | | |
| | |
| STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| | |
| | | |
| | |
| Common stock, $0.001 par value; 20,000,000 shares authorized as of September 30, 2026 and March 31, 2026; 1,607,367 shares issued and outstanding as of September 30, 2026 and 314,100 shares issued and outstanding at March 31, 2026 | |
| 1,607 | | |
| 314 | |
| Additional paid-in capital | |
| 185,366,897 | | |
| 180,024,947 | |
| Accumulated other comprehensive loss | |
| (43,964 | ) | |
| (32,703 | ) |
| Accumulated deficit | |
| (179,271,705 | ) | |
| (175,106,286 | ) |
| | |
| | | |
| | |
| TOTAL STOCKHOLDERS’ EQUITY | |
| 6,052,835 | | |
| 4,886,272 | |
| | |
| | | |
| | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | |
$ | 7,331,224 | | |
$ | 6,333,107 | |
AETHLON MEDICAL, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Operations and Comprehensive Loss
For the three and six months ended September 30, 2026 and 2025
(Unaudited)
| | |
Three Months | |
Three Months | |
Six Months | |
Six Months |
| | |
Ended | |
Ended | |
Ended | |
Ended |
| | |
30-Sep-26 | |
30-Sep-25 | |
30-Sep-26 | |
30-Sep-25 |
| | |
| |
| |
| |
|
| OPERATING EXPENSES | |
| | | |
| | | |
| | | |
| | |
| Professional fees | |
$ | 1,326,456 | | |
$ | 393,796 | | |
$ | 1,660,025 | | |
$ | 869,828 | |
| Payroll and related expenses | |
| 666,095 | | |
| 594,611 | | |
| 1,249,278 | | |
| 1,175,611 | |
| General and administrative | |
| 682,477 | | |
| 521,423 | | |
| 1,344,928 | | |
| 1,256,781 | |
| Total operating expenses | |
| 2,675,028 | | |
| 1,509,830 | | |
| 4,254,231 | | |
| 3,302,220 | |
| | |
| | | |
| | | |
| | | |
| | |
| OPERATING LOSS | |
| (2,675,028 | ) | |
| (1,509,830 | ) | |
| (4,254,231 | ) | |
| (3,302,220 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Interest and other income, net | |
| 57,521 | | |
| 22,730 | | |
| 88,812 | | |
| 53,262 | |
| | |
| | | |
| | | |
| | | |
| | |
| NET LOSS | |
| (2,617,507 | ) | |
| (1,487,100 | ) | |
| (4,165,419 | ) | |
| (3,248,958 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| OTHER COMPREHENSIVE LOSS | |
| (5,075 | ) | |
| (4,000 | ) | |
| (11,261 | ) | |
| (9,244 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| COMPREHENSIVE LOSS | |
$ | (2,622,582 | ) | |
$ | (1,491,100 | ) | |
$ | (4,176,680 | ) | |
$ | (3,258,202 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted loss per share attributable to common stockholders | |
$ | (2.60 | ) | |
$ | (18.70 | ) | |
$ | (5.97 | ) | |
$ | (53.27 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average number of common shares outstanding - basic and diluted | |
| 1,007,556 | | |
| 79,503 | | |
| 697,832 | | |
| 60,992 | |