{"url_path":"/sec/aemd/8-k/2026-07-08/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-08","source_url":"https://www.sec.gov/Archives/edgar/data/882291/0001683168-26-005338-index.html","accession_number":"0001683168-26-005338","cik":"0000882291","ticker":"AEMD","issuer_name":"AETHLON MEDICAL INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/882291/0001683168-26-005338-index.html","primary_entity_key":"0000882291","primary_entity_name":"AETHLON MEDICAL INC"},"word_count":963,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material\nDefinitive Agreement**\n\n** **\n\nOn July 6, 2026, Aethlon\nMedical, Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”)\nwith certain investors (the “Investors”), pursuant to which the Company agreed to sell, issue, and deliver, in a registered\npublic offering (the “Offering”) (i) 263,000 shares (“Shares”) of common stock, par value $0.001 per share (the\n“Common Stock”), (ii) warrants to purchase 5,633,009 shares of Common Stock (the “Common Warrants”), (iii) pre-funded\nWarrants to purchase 5,370,009 shares of Common Stock (the “Pre-Funded Warrants”), and (iv) placement agent warrants to purchase\nup to 225,320 shares of Common Stock (the “Placement Agent Warrants”) (the Placement Agent Warrants, Pre-Funded Warrants and\ntogether with the Common Warrants, collectively, the “Warrants”).\n\n \n\nUnder the terms of the\nPurchase Agreement, the Company agreed to sell one share of its Common Stock or a Pre-Funded Warrant together with one Common Warrant\nsold in the Offering at a combined public offering price of $0.71 per share and accompanying warrant.\n\n \n\nThe Common Warrants have an exercise price equal\nto $0.71 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon\nexercise of the warrants (“Stockholder Approval”), provided however, if the Pricing Conditions (as defined below) are met,\nthe common warrant will be exercisable upon issuance (the “Initial Exercise Date”). As used herein “Pricing Conditions”\nmeans that the combined offering price per share and accompanying Common Warrant is such that the Warrant Stockholder Approval is not\nrequired under Nasdaq rules because either (i) the offering is an at-the-market offering under Nasdaq rules and such price equals or exceeds\nthe sum of (a) the applicable “Minimum Price” per share under Nasdaq rule 5635(d) plus (b) $0.125 per whole share of common\nstock underlying the Common Warrant or (ii) the offering is a discounted offering where the pricing and discount (including attributing\na value of $0.125 per whole share underlying the warrants) meet the pricing requirements under the Nasdaq rules.\n\n \n\nThe Offering closed on\nJuly 7, 2026. The securities were registered pursuant to the registration statement, on Form S-1 (File No. 333- 296933), which was initially\nfiled with the Securities and Exchange Commission (the “Commission”) on June 22, 2026, and amended by the First Amendment\non Form S-1A on July 1, 2026 and the Second Amendment on Form S-1A on July 1, 2026, which the Commission declared effective on July 6,\n2026.\n\n \n\nMaxim Group LLC agreed\nto act as the placement agent (the “Placement Agent”), on a “reasonable best efforts” basis, in connection with\nthe Offering. On July 6, 2026, the Company and the Placement Agent entered into a Placement Agency Agreement (the “Placement Agency\nAgreement”), pursuant to which, as compensation for services rendered by the Placement Agent in connection with the Offering, the\nCompany agreed to pay the Placement Agent an aggregate cash fee of 6.25% of the aggregate gross proceeds of the Offering (amounting to\n$260,000) at closing, as well as $100,000.00 for the reimbursement of certain of the Placement Agent’s expenses. Additionally, the\nCompany issued to the Placement Agent, as part of the Placement Agent’s compensation, 225,320 warrants to purchase up to an aggregate\nof 225,320 shares of Common Stock equal to 4.0% of the aggregate number of Shares placed in the Offering. The Placement Agent Warrants\nhave a term of five (5) years from the commencement of sales under the Offering, are exercisable commencing six (6) months from the closing\ndate and have an exercise price of $0.71 per share of Common Stock (equal to 100% of the combined public offering price per Common Unit).\n\n \n\nThe Company received\ngross proceeds from the Offering of approximately $4,000,000 million, before deducting Placement Agent fees and other estimated offering\nexpenses payable by the Company. The net proceeds to the Company from the Offering, after deducting the Placement Agent’s fees and\nexpenses and estimated offering expenses (excluding proceeds to the Company, if any, from the future exercise of the Common Warrants and\nPlacement Agent Warrants), were approximately $3.335 million. The Company intends to use the net proceeds from the Offering as working\ncapital for general corporate purposes.\n\n \n\nIn addition, the Company\n(i) has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of the Company’s\n(or its subsidiary’s) securities for a period of ninety (90) days from the closing of the Offering, and (ii) shall not effect or\nenter into an agreement to effect, any issuance by the Company or any of its subsidiaries of common stock or common stock equivalents\n(or a combination of units thereof) involving a variable rate transaction without the prior written consent of Maxim for a period of one\n(1) year after the closing of the Offering, subject to certain exceptions. Additionally, in connection with the Offering, each of the\nofficers and directors of the Company entered into lock-up agreements, pursuant to which they agreed not to sell or transfer any of the\nCompany securities they hold, subject to certain exceptions, during the 90-day period following the closing of the Offering.\n\n \n\n \n\n \n\n 2 \n\n \n\n \n\nThe Purchase Agreement\ncontains customary conditions to closing, representations and warranties of the Company, and termination rights of the parties, as well\nas certain indemnification obligations of the Company and ongoing covenants for the Company.\n\n \n\nThe foregoing summaries\nof the terms of the Common Warrants, the Pre-Funded Warrants, the Placement Agent Warrants, the Purchase Agreement and the Placement Agency\nAgreement do not purport to be complete and are subject to, and qualified in their entirety by, the forms of such documents attached to\nthis Current Report on Form 8-K (this “Current Report”) as Exhibits 4.1, 4.2, 4.3, 4.4, 10.1, and 10.2, respectively, and\nare incorporated herein by reference."}