AETHLON MEDICAL INC

Current report

Please carefully consider the information set forth in this Quarterly Report and the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report for the fiscal year ended March 31, 2026. The risks described in our Annual Report, as well as other risks and uncertainties, could materially and adversely affect our business, results of operations, and financial condition, which in turn could materially and adversely affect the trading price of shares of our common stock. The occurrence of any of the risks discussed in such filings, or other events that we do not currently anticipate or that we currently deem immaterial, could harm our business, prospects, financial condition and results of operations. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Current report

There have been no material updates or changes to the risk factors previously disclosed in our Annual Report; provided, however, additional risks not currently known or currently material to us may also harm our business.

Current report

We did not issue or sell any unregistered securities during the three months ended June 30, 2026.

Previous report

Other than disclosed herein, there have been no material changes to the risk factors previously disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025 filed with the SEC on June 26, 2025, or Annual Report, and should be carefully considered, together with other information in this Quarterly Report on Form 10-Q and our other filings with the SEC before making investment decisions regarding our securities. The risks described in our Annual Report are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Previous report

Federal agencies in the United States are currently operating under a partial government shutdown that began on January 31, 2026, following the expiration of the most recent continuing resolution. Without appropriation of additional funding to federal agencies that have been effected, our business operations related to our clinical development activities for the U.S. market could be impacted. The ability of the FDA to review and approve new products can be affected by a variety of factors, including government budget and funding levels, ability to hire and retain key personnel and accept the payment of user fees, and statutory, regulatory, and policy changes. Average review times at the agency have fluctuated as a result. In addition, government funding of other government agencies or comparable foreign regulatory authorities on which our operations may rely, including those that fund research and development activities, is subject to the political process, which is inherently fluid and unpredictable.

Previous report

Disruptions at the FDA, other government agencies or comparable foreign regulatory authorities may also slow the time necessary for new drugs to be reviewed and/or approved by necessary government agencies, which would adversely affect our business. Changes and cuts in FDA staffing also could result in delays in the FDA’s responsiveness or in its ability to review IND submissions or applications, issue regulations or guidance, or implement or enforce regulatory requirements in a timely fashion or at all. There is also substantial uncertainty as to how regulatory reform measures being implemented by the current U.S. administration, and other political developments, such as the continued government shutdowns or work stoppages, would impact other U.S. regulatory agencies, such as the FDA, SEC and U.S. Patent and Trademark Office (USPTO), on which our operations rely. If a prolonged government shutdown, either full or partial occurs, it could significantly impact the ability of the FDA and USPTO to timely review and process our regulatory submissions, which could have a material adverse effect on our business. Further, the continued government shutdown could impact our ability to access the public markets and obtain additional capital in the future in order to properly capitalize and continue our operations.

Previous report

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.

Previous report

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.