Aethlon Medical (NASDAQ: AEMD) drops shareholder vote condition on pre-funded warrants

Rhea-AI Filing Summary

Aethlon Medical, Inc. entered into two amendments on January 22, 2026 that change the terms of an existing financing arrangement with an institutional investor. The company amended its Securities Purchase Agreement and a related Pre-Funded Common Stock Purchase Warrant so that it no longer needs to obtain shareholder approval under Nasdaq Rule 5635 before the pre-funded warrants can be issued or exercised.

As a result of these amendments, the pre-funded warrants held by the investor are now immediately exercisable. All other terms of the original Securities Purchase Agreement remain in place. The full legal details of the changes are provided in the amendments filed as exhibits to the report.

Insights

Capital structure and governance analyst

Aethlon makes pre-funded warrants immediately exercisable by dropping a Nasdaq-based shareholder approval condition.

Aethlon Medical revised both its Securities Purchase Agreement and a related Pre-Funded Common Stock Purchase Warrant with an institutional investor so that shareholder approval under Nasdaq Rule 5635 is no longer required for issuance or exercise of the pre-funded warrants. This change means the investor can now exercise those warrants immediately, rather than waiting for a vote.

The amendments leave all other terms of the purchase agreement unchanged, so pricing, warrant quantity, and other economics continue as originally negotiated. The practical effect is to streamline potential share issuance under the warrants and remove timing uncertainty tied to a shareholder meeting.

The impact on existing holders depends on the size of the pre-funded warrant position and any resulting dilution once the investor chooses to exercise, which are described in the underlying December 2025 agreements referenced in the exhibits. Future company filings may give additional clarity on how extensively these warrants are exercised over time.

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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): January 22, 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 1.01 Entry into a Material Definitive Agreement.

Amendment to Securities Purchase Agreement

On January 22, 2026, Aethlon Medical, Inc. (the “Company”) and an institutional investor (the “Purchaser”) entered into the Amendment to Securities Purchase Agreement (the “SPA Amendment”). The SPA Amendment amends the terms of that certain Securities Purchase Agreement by and between the Company and the Purchaser dated December 5, 2025 (the “Securities Purchase Agreement”), as previously disclosed on the Current Report on Form 8-K filed by the Company on December 8, 2025.

The SPA Amendment removed the requirement that Company obtain shareholder approval of issuance or exercise the pre-funded warrants under Nasdaq 5635 prior to those pre-funded warrants becoming exercisable. As a result, the pre-funded warrants are immediately exercisable.

All other terms of the Securities Purchase Agreement remain unchanged.

Amendment to Pre-Funded Common Stock Purchase Warrant

Also on January 22, 2026, the Company and the Purchaser entered into the Amendment to Pre-Funded Common Stock Purchase Warrant (the “PFW Amendment”). The PFW Amendment amends the terms of that certain Pre-Funded Common Stock Purchase Warrant by and between the Company and the Purchaser dated December 8, 2025 (the “Warrant”), as previously disclosed on the Current Report on Form 8-K filed by the Company on December 8, 2025.

The PFW Amendment removed the requirement that Company obtain shareholder approval of issuance or exercise the pre-funded warrants under Nasdaq 5635 prior to those pre-funded warrants becoming exercisable. As a result, the pre-funded warrants are immediately exercisable.

Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the amendments and does not purport to be a complete description of such. Such descriptions are qualified in their entirety by reference to the full text of the Amendments which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Amendment to Securities Purchase Agreement dated January 22, 2026
10.2		Amendment to Pre-Funded Common Stock Purchase Warrant dated January 22, 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: January 26, 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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FAQ

What did Aethlon Medical (AEMD) change in its financing agreement on January 22, 2026?

Aethlon Medical amended its Securities Purchase Agreement with an institutional investor so that shareholder approval under Nasdaq Rule 5635 is no longer required before the related pre-funded warrants can be issued or exercised. All other terms of the original agreement remain in effect.

How do the January 22, 2026 amendments affect Aethlon Medical’s pre-funded warrants?

The amendments remove the prior condition that issuance or exercise of the pre-funded warrants required shareholder approval under Nasdaq Rule 5635. As a result, the pre-funded warrants described in the December 2025 warrant agreement are now immediately exercisable.

Did Aethlon Medical change the economic terms of its Securities Purchase Agreement with the institutional investor?

No change to the economic terms is described. The filing states that all other terms of the December 5, 2025 Securities Purchase Agreement remain unchanged, and the amendments only address the shareholder approval requirement tied to Nasdaq Rule 5635.

What documents were filed as exhibits with Aethlon Medical’s January 2026 8-K?

The company filed the Amendment to Securities Purchase Agreement dated January 22, 2026 as Exhibit 10.1 and the Amendment to Pre-Funded Common Stock Purchase Warrant dated January 22, 2026 as Exhibit 10.2, along with a cover page interactive data file as Exhibit 104.

Does the Aethlon Medical 8-K describe the full terms of the warrant and purchase agreement amendments?

No. The 8-K states that it contains only a brief description of the material terms of the amendments, and that the full terms are set out in the complete amendment documents incorporated by reference as Exhibits 10.1 and 10.2.

Why is Nasdaq Rule 5635 mentioned in Aethlon Medical’s warrant amendments?

Nasdaq Rule 5635 was originally the basis for requiring shareholder approval before the pre-funded warrants could be issued or exercised. The amendments specifically remove that shareholder approval condition, which is why the rule is referenced in the description.