{"url_path":"/sec/aemd/10-k/2026/body","section_key":"body","section_title":"Body","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-10","source_url":"https://www.sec.gov/Archives/edgar/data/882291/0001683168-26-004710-index.html","accession_number":"0001683168-26-004710","cik":"0000882291","ticker":"AEMD","issuer_name":"AETHLON MEDICAL INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/882291/0001683168-26-004710-index.html","primary_entity_key":"0000882291","primary_entity_name":"AETHLON MEDICAL INC"},"word_count":2130,"has_tables":true,"body_markdown":"EX-4.9\n2\naethlon_ex0409.htm\nDESCRIPTION OF AETHLON MEDICAL, INC. SECURITIES\n\n**EXHIBIT 4.9**\n\n** **\n\n**DESCRIPTION OF COMMON STOCK**\n\nThe following description summarizes the most\nimportant terms of our common stock. Because it is only a summary, it does not contain all the information that may be important to you.\nFor a complete description of the matters set forth in this “Description of Common Stock,” you should refer to our articles\nof incorporation, as amended, or the articles of incorporation, and amended and restated bylaws, or the bylaws, which are included as\nexhibits to our Annual Report on Form 10-K, and to the applicable provisions of Nevada law. Our authorized capital consists of 100,000,000\nshares of common stock, par value $0.001 per share. Our board of directors is authorized, without stockholder approval, except as required\nby the listing standards of The Nasdaq Stock Market LLC, to issue additional shares of our capital stock.\n\n**Voting Rights.** Each holder\nof our common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election\nof directors. Our stockholders do not have cumulative voting rights in the election of directors. An election of directors by our stockholders\nshall be determined by a plurality of votes cast by the stockholders entitled to vote on the election.\n\n**Dividends.** Subject to preferences\nthat may be applicable to any then outstanding preferred stock, holders of our common stock are entitled to receive dividends, if any,\nas may be declared from time to time by the board of directors out of legally available funds.\n\n**Liquidation.** In the event of\nour liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets legally available\nfor distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference\ngranted to the holders of any then outstanding shares of preferred stock.\n\n**Rights and Preferences.** Holders\nof common stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable\nto the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected\nby, the rights of the holders of shares of any series of preferred stock that we may designate in the future.\n\n**Anti-Takeover Effects of Certain Provisions of Nevada Law and Our\nArticles of Incorporation and Bylaws**\n\nNevada’s “combinations with interested\nstockholders” statutes (NRS 78.411 through 78.444, inclusive) prohibit specified types of business “combinations” between\ncertain Nevada corporations and any person deemed to be an “interested stockholder” for two years after such person first\nbecomes an “interested stockholder” unless the corporation’s board of directors approves the combination (or the transaction\nby which such person becomes an “interested stockholder”) in advance, or unless the combination is approved by the board of\ndirectors and sixty percent of the corporation’s voting power not beneficially owned by the interested stockholder, its affiliates\nand associates. Further, in the absence of prior approval certain restrictions may apply even after such two-year period. However, these\nstatutes do not apply to any combination of a corporation and an interested stockholder after the expiration of four years after the person\nfirst became an interested stockholder. For purposes of these statutes, an “interested stockholder” is any person who is (1)\nthe beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation,\nor (2) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial owner, directly or\nindirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “combination”\nis sufficiently broad to cover most significant transactions between a corporation and an “interested stockholder.” These\nstatutes generally apply to Nevada corporations with 200 or more stockholders of record. However, a Nevada corporation may elect in its\narticles of incorporation not to be governed by these particular laws, but if such election is not made in the corporation’s original\narticles of incorporation, the amendment (1) must be approved by the affirmative vote of the holders of stock representing a majority\nof the outstanding voting power of the corporation not beneficially owned by interested stockholders or their affiliates and associates,\nand (2) is not effective until 18 months after the vote approving the amendment and does not apply to any combination with a person who\nfirst became an interested stockholder on or before the effective date of the amendment. We did not make such an election in our original\narticles of incorporation and have not amended our articles of incorporation to so elect.\n\n 1 \n\n \n\nNevada’s “acquisition of controlling\ninterest” statutes (NRS 78.378 through 78.3793, inclusive) contain provisions governing the acquisition of a controlling interest\nin certain Nevada corporations. These “control share” laws provide generally that any person that acquires a “controlling\ninterest” in certain Nevada corporations may be denied voting rights, unless a majority of the disinterested stockholders of the\ncorporation elects to restore such voting rights. Our bylaws provide that these statutes do not apply to us or any acquisition of our\ncommon stock. Absent such provision in our bylaws, these laws would apply to us as of a particular date if we were to have 200 or more\nstockholders of record (at least 100 of whom have addresses in Nevada appearing on our stock ledger at all times during the 90 days immediately\npreceding that date) and do business in the State of Nevada directly or through an affiliated corporation, unless our articles of incorporation\nor bylaws in effect on the tenth day after the acquisition of a controlling interest provide otherwise. These laws provide that a person\nacquires a “controlling interest” whenever a person acquires shares of a subject corporation that, but for the application\nof these provisions of the NRS, would enable that person to exercise (1) one fifth or more, but less than one third, (2) one third or\nmore, but less than a majority or (3) a majority or more, of all of the voting power of the corporation in the election of directors.\nOnce an acquirer crosses one of these thresholds, shares which it acquired in the transaction taking it over the threshold and within\nthe 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become “control\nshares” to which the voting restrictions described above apply.\n\nNRS 78.139 also provides that directors may resist\na change or potential change in control of the corporation if the board of directors determines that the change or potential change is\nopposed to or not in the best interest of the corporation upon consideration of any relevant facts, circumstances, contingencies or constituencies\npursuant to NRS 78.138(4).\n\nIn addition, our authorized but unissued shares\nof common stock are available for our board of directors to issue without stockholder approval. We may use these additional shares for\na variety of corporate purposes, including future public or private offerings to raise additional capital, corporate acquisitions and\nemployee benefit plans. The existence of our authorized but unissued shares of common stock could render more difficult or discourage\nan attempt to obtain control of our company by means of a proxy contest, tender offer, merger or other transaction. Our authorized but\nunissued shares may be used to delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in its best\ninterest, including those attempts that might result in a premium over the market price for the shares held by our stockholders. The board\nof directors is also authorized to adopt, amend or repeal our Bylaws, which could delay, defer or prevent a change in control.\n\n** **\n\n**Articles of Incorporation and Bylaws**\n\nCertain provisions from our articles of incorporation\nand bylaws, which are summarized below, could have the effect of discouraging others from attempting hostile takeovers and, as a consequence,\nthey might also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile\ntakeover attempts. These provisions might also have the effect of preventing changes in our management. It is possible that these provisions\ncould make it more difficult to accomplish transactions that stockholders might otherwise deem to be in their best interests.\n\n**Removal of Directors. **Directors\nmay be removed with or without cause by the holders of not less than two-thirds (2/3) of the voting power of all of our then-outstanding\nstock entitled to vote generally in the election of directors (voting as a single class), excluding stock entitled to vote only upon the\nhappening of a fact or event unless such fact or event shall have occurred.\n\n**Resolutions to Change Authorized Number\nof Directors. **The authorized number of directors may be changed only by resolution of our board of directors.\n\n**Vacancies may be Filled by Directors. **All\nvacancies, including newly created directorships, may, except as otherwise required by law, be filled by a majority vote of the directors\nthen in office or by a sole remaining director, in either case though less than a quorum, and the director(s) so chosen shall hold office\nfor a term expiring at the next annual meeting of stockholders and when their successors are elected or appointed, at which the term of\nthe class to which he or she has been elected expires, or until his or her earlier resignation or removal.\n\n 2 \n\n \n\n**Advance Notice Procedures. **Stockholders\nseeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders\nmust provide advance and timely notice in writing, and also specify requirements as to the form and content of a stockholder’s notice.\n\n**No Cumulative Voting Rights. **Our\narticles of incorporation and bylaws do not provide for cumulative voting rights (therefore allowing the holders of a majority of the\nshares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should\nso choose).\n\n**Action by Written Consent; Special Meetings\nof Stockholders. **Stockholder action can only be taken at an annual or special meeting of stockholders called and noticed\nin the manner required by the bylaws. The stockholders may not in any circumstance take action by written consent.\n\n**Authorized but Unissued Shares.** Our\nauthorized but unissued shares of common stock will be available for future issuance without stockholder approval. These additional shares\nmay be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions\nand employee benefit plans. The existence of authorized but unissued shares of common stock could render more difficult or discourage\nan attempt to obtain control of a majority of our common stock by means of a proxy contest, tender offer, merger or otherwise.\n\n**Exclusive Forum. **To the fullest\nextent permitted by law, and unless the Company consents in writing to the selection of an alternative forum, the Eighth Judicial District\nCourt of Clark County, Nevada, will, to the fullest extent permitted by law, be the sole and exclusive forum for each of the following:\n\n·\nany derivative action or proceeding brought in the name or right of the Company or on its behalf,\n\n·\nany action asserting a claim for breach of any fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or the Company’s stockholders,\n\n·\nany action arising or asserting a claim arising pursuant to any provision of NRS Chapters 78 or 92A or any provision of our articles of incorporation or bylaws, or\n\n·\nany action asserting a claim governed by the internal affairs doctrine, including, without limitation, any action to interpret, apply, enforce or determine the validity of our articles of incorporation or bylaws.\n\nHowever, our bylaws provide that the exclusive\nforum provisions do not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended,\nor any other claim for which the federal courts have exclusive jurisdiction. We note that there is uncertainty as to whether a court would\nenforce the provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.\nAlthough we believe this provision benefits us by providing increased consistency in the application of Nevada law in the types of lawsuits\nto which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers.\n\n**Transfer Agent and Registrar**\n\nThe transfer agent and registrar for our common stock is Computershare\nTrust Company, N.A.\n\n** **\n\n**Listing**\n\n** **\n\nOur common stock is listed on The Nasdaq Capital Market under the symbol\n“AEMD”.\n\n 3 \n\n** **"}