AETHLON MEDICAL INC

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On December 5, 2025, 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) 595,897 pre-funded warrants to purchase Common Stock (“Pre-Funded Warrants”) and (ii) 1,042,820 warrants to purchase shares of Common Stock at an exercise price of $4.03 per share (the “Common Warrants”). The PIPE Offering closed on December 8, 2025 subject to customary conditions to closing. The Common Warrants are exercisable upon stockholder approval and expire five and one-half years following the stockholder approval date. The Company also issued warrants to purchase 23,836 shares of common stock (the “Placement Agent Shares”) to the placement agent (the “Placement Agent Warrants”), pursuant to the Placement Agent Agreement dated December 5, 2025. The Placement Agent Warrants have an exercise price of $5.04 per share, and expire five and one half years from approval by the Company’s stockholders. At the same time the Company entered into a warrant inducement agreement (the “Inducement Agreement”) with the same Purchaser for certain outstanding common stock purchase warrants. Under the Inducement Agreement, the holder exercised existing warrants to purchase 210,555 shares of common stock at a reduced exercise price of $4.03 per share, and received 368,471 new warrants (“Inducement Warrants”) to encourage participation in the PIPE. Both the modifications and new Inducement Warrants were made solely in connection with the PIPE Offering and are considered costs of obtaining financing. The Inducement Warrants are exercisable upon stockholder approval, have an exercise price of $4.03 per share, and expire five and one-half years following the stockholder approval date. Gross proceeds from the PIPE Offering and Inducement Agreement was approximately $3.3 million before placement agent fees and offering costs. The Company intends to use the net proceeds for working capital and general corporate purposes.

The securities issued in the PIPE Offering and Inducement Agreement were issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.