Aethlon Medical Inc 8-K Filing

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value per share AEMD The Nasdaq
• $4.03 — of Common Stock at an exercise price of $4.03 per share (the "Common Warrants"). The\
• $4 — ve an exercise price per share equal to $4.03, subject to adjustment as provided i
• $3.3 m — cement is estimated to be approximately $3.3 million, the placement agent's fees and o
• $50,000 — s expenses in an aggregate amount up to $50,000, and iv) will issue to the Placement Ag

Filing Documents

• aethlon_8k.htm (8-K) — 54KB
• aemd_ex0101.htm (EX-1.1) — 76KB
• aemd_ex0401.htm (EX-4.1) — 110KB
• aemd_ex0402.htm (EX-4.2) — 110KB
• aemd_ex0403.htm (EX-4.3) — 122KB
• aemd_ex1001.htm (EX-10.1) — 231KB
• aemd_ex1002.htm (EX-10.2) — 163KB
• aemd_ex1003.htm (EX-10.3) — 61KB
• aemd_ex9901.htm (EX-99.1) — 13KB
• 0001683168-25-008953.txt ( ) — 1315KB
• aemd-20251202.xsd (EX-101.SCH) — 3KB
• aemd-20251202_lab.xml (EX-101.LAB) — 33KB
• aemd-20251202_pre.xml (EX-101.PRE) — 22KB
• aethlon_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. PIPE Offering On December 5, 2025, Aethlon Medical, Inc. (the "Company") and an institutional investor (the "Purchaser") entered into a securities purchase agreement (the "Securities Purchase Agreement"), pursuant to which the Company agreed to issue to the Purchaser, in a private placement (the "PIPE Offering"), (i) 596,452 shares (the "Shares") of the Company's common stock, par value $0.001 per share ("Common Stock") (or pre-funded warrants in lieu thereof) and (ii) 1,043,791 warrants to purchase shares of Common Stock at an exercise price of $4.03 per share (the "Common Warrants"). The\ purchase price for each Share and the accompanying Common Warrant in the PIPE Offering is $4.03 per share. The PIPE Offering is expected to close on December 8, 2025 subject to customary conditions to closing. The Common Warrants will be exercisable commencing on the effective date of stockholder approval for the issuance of the shares of Common Stock issuable upon exercise of the Common Warrants (the "Shareholder Approval Date") and will expire on the five and one half year anniversary of the Shareholder Approval Date. If, at the time of exercise a registration statement registering the issuance of the shares of Common Stock underlying the Common Warrants under the Securities Act of 1933, as amended (the "Securities Act"), is not effective or available, the holder may, in its sole discretion, elect to exercise the Common Warrants through a cashless exercise, in which the holder would receive upon such exercise the net number of shares of Common Stock determined according to the formula set forth in the Common Warrants. The Securities Purchase Agreement provides that, subject to certain exceptions, until 30 days after the later of the Shareholder Approval Date and the effectiveness of the registration statement, neither the Company nor any of its subsidiaries will issue, enter into any agreement to issue or announce the

03. Material

Item 3.03. Material Modifications to Rights of Security Holders. The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03 in its entirety. 5

01. Regulation

Item 7.01. Regulation FD Disclosure. On December 5, 2025, the Company issued a press release, a copy of which is filed herewith as Exhibit 99.1 and is incorporated by reference. The disclosure in this Item 7.01 (including the exhibit) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any of the Company's filings under the Securities Act or the Exchange Act, except to the extent, if any, expressly set forth by specific reference in such filing.

01. Financial

Item 9.01. Financial (d) Exhibits Exhibit Number Description 1.1 Placement Agency Agreement between the Company and Maxim Group LLC 4.1 Form of Common Warrant 4.2 Form of Pre-Funded Warrant 4.3 Form of Placement Agent Warrant 10.1 Form of Securities Purchase Agreement between the Company and the purchaser signatory thereto 10.2 Form of Registration Rights Agreement 10.3 Form of Warrant Inducement Agreement 99.1 Press Release 104 Cover Page Interactive Data File (embedded within the inline XBRL Document) 6

SIGNATURES

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: December 5, 2025 Aethlon Medical, Inc. By: /s/ James B. Frakes Name: James B. Frakes Chief Executive Officer and Chief Financial Officer 7

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View this 8-K filing on SEC EDGAR