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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):
September 4, 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 1.01 Entry into a Material Definitive
Agreement
On September 4, 2025,
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) 4,047,780 shares (“Shares”) of common stock, par value $0.001
per share (the “Common Stock”), (ii) 5,000,000 warrants to purchase up to 5,000,000 shares of Common Stock (the “Common
Warrants”), (iii) 952,220 Pre-Funded Warrants to purchase up to 952,220 shares of Common Stock (the “Pre-Funded Warrants”),
(iv) 200,000 warrants to purchase up to 200,000 shares of Common Stock (the “Placement Agent Warrants”, and together with
the Pre-Funded Warrants and Common Warrants, 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 in lieu thereof, together with one
Common Warrant (collectively, a “Common Unit”) sold in the Offering at a combined public offering price of $0.90 per Common
Unit.
The Common Warrants are
exercisable immediately upon issuance and have an exercise price of $0.90 per share, subject to adjustment as set forth therein.
The Offering closed on
September 5, 2025. The securities were registered pursuant to the registration statement, on Form S-1 (File No. 333-289745), which was
initially filed with the Securities and Exchange Commission (the “Commission”) on August 20, 2025, and amended on August 29,
2025, which the Commission declared effective on September 4, 2025.
Maxim Group LLC acted
as the exclusive placement agent (the “Placement Agent”) in connection with the Offering. On September 4, 2025, 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 $281,250) at closing, as well as $100,000
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, 200,000 warrants to purchase up to an aggregate of 200,000 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 $0.90 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 $4.5 million, before deducting Placement Agent fees and other 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 $3.9 million. The Company intends to use the net proceeds from the Offering as working capital for general corporate purposes.
In conjunction with the
closing of the Offering, the Company entered into a Warrant Agency Agreement with Computershare Inc. (“Computershare Inc.”)
and its affiliate, Computershare Trust Company, N.A. (“Computershare Trust”) (collectively Computershare, Inc. and Computershare
Trust, “Computershare”) pursuant to which Computershare agreed to act as warrant agent with respect to the Warrants issued
by the Company in the Offering.
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, subject to certain exceptions
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 for a period of one (1) year from
the closing of the Offering. 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 sixty (60) day period following the closing of the Offering.
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 Warrant Agency Agreement, 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 September 4, 2025,
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 September 4, 2025. |
| 4.2 |
|
Form of Pre-Funded Warrant, dated September 4, 2025. |
| 4.3 |
|
Placement Agent Warrant, dated September 4, 2025. |
| 4.4 |
|
Form of Warrant Agency Agreement by and between Aethlon Medical, Inc. and Computershare Inc. and its affiliate, Computershare Trust Company, N.A. (incorporated by reference to Form S-1/A filed on
August 29, 2025 as Exhibit 4.13) |
| 10.1 |
|
Form of Securities Purchase Agreement, dated September 4, 2025, by and between Aethlon Medical, Inc. and investors party thereto. |
| 10.2 |
|
Placement Agency Agreement, dated September 4, 2025 by and between Aethlon Medical, Inc. and Maxim Group, LLC. |
| 99.1 |
|
Press Release, dated September 4, 2025. |
| 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: September 9, 2025 |
Aethlon Medical, Inc. |
| |
|
|
| |
By: |
/s/ James B. Frakes |
| |
Name:
|
James B. Frakes
Chief Executive Officer and Chief Financial Officer |
