AETHLON MEDICAL INC

June 30, 2026

1. NATURE OF BUSINESS AND BASIS OF PRESENTATION

Aethlon Medical, Inc., or Aethlon, the Company, we or us, is a medical therapeutic company focused on developing the Hemopurifier® (HP), a clinical-stage investigational immunotherapeutic device designed to address unmet needs in oncology, life-threatening infectious diseases, organ transplantation and other disease states in which extracellular vesicles (EVs) contribute to disease progression. The Hemopurifier utilizes a proprietary lectin-based technology to bind and remove enveloped viruses and EVs from biological fluids. EVs have been associated with immune suppression, metastasis, and resistance to therapy in cancer, as well as progression of severe infectious diseases.

In pre-clinical studies, the Hemopurifier has also demonstrated the ability to bind disease-associated extracellular vesicles (“EVs”) and a panel of enveloped viruses. The Hemopurifier has been evaluated in human studies, involving 176 treatment sessions in 45 patients with either viral infections or cancer. The device has been well tolerated with an adverse event profile that is consistent with extracorporeal therapy. In certain human studies designed to evaluate viral clearance from biological fluids, findings demonstrated the removal of enveloped viruses. The U.S. Food and Drug Administration (“FDA”) has granted the Hemopurifier “Breakthrough Device” designation for two independent indications:

Three clinical sites in Australia—Royal Adelaide Hospital in Adelaide, Pindara Private Hospital in the Gold Coast, and GenesisCare North Shore Hospital in Sydney—are currently enrolling patients in our safety, feasibility and dose-finding oncology trial in patients with solid tumors not responding to treatment, including either Keytruda® or Opdivo®. The trial is designed to enroll approximately 9 to 18 patients across three sequential dosing cohorts evaluating the safety and feasibility of the Hemopurifier. During the first fiscal quarter of 2027, we initiated Cohort 3 and treated the first participant in this cohort. Enrollment in the trial remains ongoing.

The Company previously pursued approval of a similar clinical trial in India. After reviewing extended timelines associated with site activation and trial execution, we decided to discontinue the India program to conserve resources and focus our efforts on the Australian oncology trial.

The Hemopurifier is designed to address life-threatening viral infections, particularly those involving highly glycosylated viruses for which there are no approved therapies. It has previously been used under FDA and international regulatory frameworks to treat individuals infected with HIV, hepatitis C, Ebola and SARS-CoV-2. While our COVID-19 clinical trials in the U.S. and India have been terminated due to low ICU enrollment, these programs provided real-world evidence of Hemopurifier use in critically ill patients. We maintain an open Investigational Device Exemption (“IDE”) for viral indications, preserving the ability to respond to future outbreaks or emerging pathogens.

In addition to our ongoing clinical development programs, we continue to explore potential new applications for the Hemopurifier through internal pre-clinical research and academic collaborations. During the first fiscal quarter of 2027, our manuscript entitled*“Increased Mannosylation of Extracellular Vesicles in Long COVID Plasma Provides a Potential Therapeutic Target for Galanthus nivalis Agglutinin (GNA) Affinity Resin“* was accepted for publication in the International Journal of Molecular Sciences. The manuscript describes exploratory ex vivo laboratory research conducted in collaboration with the University of California, San Francisco Long COVID Clinic examining extracellular vesicle characteristics in plasma samples from individuals with Long COVID. We also continue to investigate the Hemopurifier’s ability to remove disease-relevant extracellular vesicles through pre-clinical studies, including platelet-derived extracellular vesicles implicated in cancer, autoimmune disease and neurological disorders. These research activities are intended to inform potential future clinical indications and expand the potential utility of the Hemopurifier platform.

Successful outcomes of human trials will also be required by the regulatory agencies of certain foreign countries where we plan to market and sell the Hemopurifier. Some of our patents may expire before FDA approval or approval in a foreign country, if any, is obtained. However, we believe that certain patent applications and/or other patents issued to us more recently will help protect the proprietary nature of our Hemopurifier treatment technology.

Summary of Significant Accounting Policies

During the three months ended June 30, 2026, there were no changes to our significant accounting policies as described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026.

Reverse Stock Split

On July 31, 2026, the Company effected a 5-for-1 reverse stock split of its issued and outstanding shares of common stock. The Company’s common stock began trading on a split-adjusted basis on the Nasdaq Capital Market on August 4, 2026. All share and per share amounts presented in the accompanying unaudited condensed consolidated financial statements and the accompanying notes have been retroactively adjusted to reflect the reverse stock split for all periods presented.

**Basis of Presentation **

Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 8 of the Securities and Exchange Commission, or SEC, Regulation S-X. Accordingly, they should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended March 31, 2026, included in our Annual Report on Form 10-K filed with the SEC on June 10, 2026.

The accompanying unaudited condensed consolidated financial statements include the accounts of Aethlon Medical, Inc. and its wholly owned subsidiary, Aethlon Medical Australia Pty Ltd. All significant inter-company transactions and balances have been eliminated in consolidation.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements, taken as a whole, contain all adjustments, consisting only of normal recurring adjustments, considered necessary to fairly present the Company’s financial position as of and for the period ended June 30, 2026, its results of operations and comprehensive loss for the three months ended June 30, 2026, and its cash flows for the three months ended June 30, 2026. The condensed consolidated balance sheet at March 31, 2026 has been derived from the audited consolidated balance sheet at March 31, 2026, contained in the above referenced 10-K and has been retrospectively adjusted to reflect the reverse stock split described above, including the related adjustments to Common Stock and Additional Paid-in Capital. The results of operations for the three months ended June 30, 2026 are not necessarily indicative of the results to be expected for the full year or any future interim periods.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Significant estimates include, but are not limited to, stock-based compensation, accrued clinical trial costs, research and development expenses, the useful lives of long-lived assets, and other accrued liabilities. Actual results could differ materially from those estimates.

Liquidity and Going Concern

Management believes that the Company’s cash and cash equivalents as of June 30, 2026, together with the proceeds received from its financing completed in July 2026, will be sufficient to fund its planned operations for at least twelve months from the date these condensed consolidated financial statements are issued.

Although we believe our current cash resources, together with proceeds received subsequent to June 30, 2026, are sufficient to fund our planned operations for at least the next twelve months, we will likely require additional capital in the future to continue advancing the clinical development of the Hemopurifier beyond that period. The timing and amount of future capital requirements will depend on numerous factors, including the progress of our clinical and preclinical development programs, regulatory activities, manufacturing requirements, and other operating expenditures.

Restricted Cash

As of June 30, 2026, we maintained a restricted cash balance of $99,150 in an interest-bearing money market deposit account with JPMorgan Chase, which supports our lease obligations. This balance includes a $5,000 buffer above the required security amount.

2. LOSS PER COMMON SHARE

Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period of computation. Diluted loss per share is computed similar to basic loss per share, except that the denominator is increased to include the number of additional dilutive common shares that would have been outstanding if potential common shares had been issued, if such additional common shares were dilutive. Since we had net losses for all periods presented, basic and diluted loss per share are the same, and additional potential common shares have been excluded, as their effect would be antidilutive.

As of June 30, 2026 and 2025, an aggregate of 404,724 and 329,886 potential common shares, respectively, consisting of shares underlying outstanding stock options, warrants, and restricted stock units were excluded, as their inclusion would be antidilutive.

3. RESEARCH AND DEVELOPMENT EXPENSES

Our research and development costs are expensed as incurred and consist of costs associated with clinical trials, preclinical research, personnel, including salaries, payroll taxes and employee benefits, consulting and professional fees, and other expenditures incurred to support the development of the Hemopurifier. Research and development expenses are included in various operating expense line items in the accompanying condensed consolidated statements of operations.

Research and development expenses were as follows:

4. RECENT ACCOUNTING PRONOUNCEMENTS

In November 2024, the FASB issued Accounting Standards Update 2024-03,Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”), which requires public business entities to provide enhanced annual and interim disclosures that disaggregate specified income statement expense categories. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact that adoption of this guidance may have on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10,Government Grants (Topic 832), which establishes guidance related to the recognition, measurement, presentation, and disclosure of government grants. ASU 2025-10 is effective for annual periods beginning after December 15, 2028, and interim periods within fiscal years beginning after December 15, 2029, with early adoption permitted. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and disclosures.

5. EQUITY TRANSACTIONS IN THE THREE MONTHS ENDED JUNE 30, 2026

At-the-Market Sales

During the three months ended June 30, 2026, the Company sold shares of its common stock pursuant to its at-the-market (“ATM”) offering program, generating gross proceeds of approximately $1,904,000. After deducting offering costs of approximately $83,000, net proceeds were approximately $1,821,000. The net proceeds were used for working capital and other general corporate purposes.

Restricted Stock Unit Settlements

During the three months ended June 30, 2026, the Company settled 4,363 vested restricted stock units, resulting in the issuance of 3,272 shares of common stock. The remaining 1,091 shares were withheld to satisfy applicable tax withholding obligations.

6. RELATED PARTY TRANSACTIONS

During the three months ended June 30, 2026, we accrued unpaid fees of $68,250 owed to our non-employee directors. Director fees are generally paid in the quarter following the quarter in which they are earned. The Company did not enter into any new related party arrangements..

7. OTHER CURRENT LIABILITIES

Other current liabilities were comprised of the following items:

8. STOCK COMPENSATION

Stock Option Activity

No stock options were granted, exercised, forfeited, canceled or expired during the three months ended June 30, 2026 or 2025.

As of June 30, 2026, the Company had 135 stock options outstanding, all of which were exercisable, with a weighted-average exercise price of $6,521 and a weighted-average remaining contractual term of 4.87 years.

As of June 30, 2026, the aggregate intrinsic value of the Company’s outstanding stock options waszero.

The Company recognized stock-based compensation expense of $50,000 and $72,442 for the three months ended June 30, 2026 and 2025, respectively. Stock-based compensation expense recognized during the three months ended June 30, 2026 related solely to restricted stock units, while the expense recognized during the three months ended June 30, 2025 related to both restricted stock units and stock options. Stock-based compensation expense is included in payroll and related expenses in the accompanying condensed consolidated statements of operations.

The following table summarizes nonvested restricted stock unit (“RSU”) activity during the three months ended June 30, 2026:

As of June 30, 2026, there was approximately $150,000 of total unrecognized stock-based compensation expense related to nonvested RSUs, which is expected to be recognized over a weighted-average period of 0.75 years.

9. WARRANTS

The Company didnot issue any warrants during the three months ended June 30, 2026 or 2025. As of June 30, 2026, the Company had 391,500 warrants outstanding, all of which were exercisable, with exercise prices ranging from $20.15 to $232 per share and a weighted-average exercise price of $32.38 per share.

10. COMMITMENTS AND CONTINGENCIES

LEASE COMMITMENTS

Operating Leases

The Company leases office, laboratory and manufacturing facilities under noncancelable operating lease agreements that expire on March 31, 2027. There were no material changes to the Company’s lease arrangements during the three months ended June 30, 2026. As of June 30, 2026, the Company had operating lease right-of-use assets of $232,195 and operating lease liabilities of $255,052.

Premium Financing Agreement

In January 2026, the Company entered into a short-term premium financing agreement to finance a portion of its directors’ and officers’ liability and other insurance premiums. The outstanding balance under the agreement as of June 30, 2026 was $112,556, which is included in other current liabilities in the accompanying condensed consolidated balance sheets.

LEGAL MATTERS

We may be involved from time to time in various claims, lawsuits, and/or disputes with third parties or breach of contract actions incidental to the normal course of our business operations. We are not currently not involved in any litigation or any pending legal proceedings.

11. SEGMENT REPORTING

The Company operates as asingle operating and reportable segment, which reflects how the Chief Operating Decision Maker (“CODM”), the Company’s Chief Executive Officer, manages the business and allocates resources. The Company is a development-stage medical technology company focused on advancing a clinical-stage therapeutic device. The CODM evaluates operating performance and allocates resources primarily evaluating cash burn and liquidity and operating loss in relation to the Company’s development milestones and expected future manufacturing and commercialization activities. In assessing cash runway, the CODM regularly reviews significant operating expense categories to evaluate whether spending is consistent with the Company’s cash flow projections and to determine whether the timing or level of discretionary expenditures should be adjusted to preserve cash resources while advancing the Company’s development objectives.

In accordance with ASU 2023-07, the following significant expense categories and performance measures were regularly reviewed by the CODM for the three months ended June 30, 2026 and 2025:

Amounts presented are rounded to the nearest thousand.

Research and development expense represents internally reported expenditures attributable to the Company’s research and development activities, including personnel, clinical trial execution, professional services and other costs supporting the advancement of the Company’s Hemopurifier® technology. These costs are derived from multiple operating expense captions presented in the condensed statements of operations.

Other operating expenses represent all remaining operating expenses incurred to support the Company’s business. Research and development expense and other operating expenses together reconcile to total operating expenses presented in the condensed statements of operations.

The Company does not allocate assets to operating segments The CODM evaluates the Company’s performance primarily using operating loss and cash burn, together with research and development expenses and other operating expenses. There were no changes in the internal reports regularly provided to or reviewed by the CODM during the periods presented.

Entity-Wide Information:

12. SUBSEQUENT EVENTS

Management evaluated subsequent events through the date the accompanying condensed consolidated financial statements were issued.

Registered Public Offering

On July 7, 2026, the Company completed a registered best-efforts public offering consisting of 52,600 shares of common stock, pre-funded warrants to purchase 1,074,002 shares of common stock, and accompanying common warrants to purchase up to 1,126,602 shares of common stock. In addition, the Company issued placement agent warrants to purchase up to 45,064 shares of common stock.

The offering generated gross proceeds of approximately $4.0 million, before deducting placement agent fees and other offering expenses. The accompanying common warrants have an exercise price of $3.55 per share and expire five years from the date of issuance. The pre-funded warrants have an exercise price of $0.001 per share and remain exercisable until exercised in full. As of the date of this report, holders have exercised 181,002 pre-funded warrants, resulting in the issuance of 181,002 shares of common stock.

Reverse Stock Split

On July 31, 2026, the Company effected a 1-for-5 reverse stock split of its issued and outstanding shares of common stock. The Company's common stock began trading on a split-adjusted basis on the Nasdaq Capital Market on August 4, 2026. The Company estimates that the reverse stock split resulted in the issuance of approximately 134 additional shares of common stock due to the rounding up of fractional share interests to whole shares.