AETHLON MEDICAL INC

Disclosure Controls and Procedures

We maintain “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed, in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Interim Chief Executive Officer and Chief Financial Officer (who is our principal executive officer and principal financial officer), to allow timely decisions regarding required disclosures.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We have carried out an evaluation as of the end of the period covered by this Annual Report under the supervision and with the participation of our management, including our Chief Executive Officer, who also serves as our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Under the supervision and with the participation of our management, including our Chief Executive Officer, who also serves as our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2025. The evaluation was conducted in accordance with the guidelines established by the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, and the successful implementation of remediation measures addressing the previously identified material weaknesses, management concluded that our internal control over financial reporting was effective as of March 31, 2025.

Remediation of Previously Reported Material Weaknesses

Segregation of Duties and User Access Controls

As previously disclosed, management identified a material weakness in internal control over financial reporting related to segregation of duties and user access controls within our financial systems. Specifically, the Company had not adequately maintained user access controls to restrict both user and privileged access to financial applications, allowing the same individual to initiate, record, and approve accounting entries. Additionally, check stock was stored in the office of an authorized signatory, representing a weakness in physical access control.

This control deficiency was due in part to our limited accounting and finance staff, which hindered the design and implementation of effective segregation of duties. The lack of adequate user access controls and the absence of sufficient compensating controls could have resulted in a material misstatement of the financial statements.

To remediate this material weakness, the Company implemented the following measures:

Accounting for Accrued Commission Liabilities

The Company also previously identified a material weakness in internal control over financial reporting related to the accounting for accrued commission liabilities. From fiscal 2017 through fiscal 2020, the Company incorrectly recorded commission accruals totaling approximately $404,000. This error arose due to the incorrect application of U.S. GAAP and the absence of adequate review controls, and it was not identified and corrected in a timely manner.

The Company reversed the erroneous accrued commission liability during the year ended March 31, 2024, with the correction reflected as a reclassification to equity. To prevent recurrence, the Company implemented quarterly controls during fiscal 2025 for the review and validation of accruals, including those related to commissions. These controls include formal procedures for the assessment of accrual balances, with overall oversight provided by the Audit Committee in connection with its review of the Company’s financial reporting.

Management has evaluated the design and operating effectiveness of these controls and concluded that the material weakness was remediated as of March 31, 2025.

Limitations on Internal Control Over Financial Reporting

Management recognizes that a system of internal control over financial reporting, no matter how well designed and operated, can provide only reasonable assurance and may not prevent or detect all material misstatements. Internal control over financial reporting has inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or changes in conditions that may render controls inadequate. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with the policies or procedures may deteriorate.

There was no change in our internal control over financial reporting during the last fiscal quarter ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.