UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 24, 2009
AETHLON MEDICAL, INC.
(Exact name of Registrant as specified in charter)
Nevada 13-3632859
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(State or other jurisdiction (IRS Employer
of incorporation) Identification Number)
000-21846
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(Commission File Number)
3030 Bunker Hill Street, Suite 4000
San Diego, California 92109
(Address of principal executive offices)
Registrant's telephone number, including area code: (858) 459-7800
NOT APPLICABLE
(Former name or former address, if changed since last report)
FORWARD LOOKING STATEMENTS
This Form 8-K and other reports filed by Registrant from time to time
with the Securities and Exchange Commission (collectively the "Filings") contain
or may contain forward looking statements and information that are based upon
beliefs of, and information currently available to, Registrant's management as
well as estimates and assumptions made by Registrant's management. When used in
the Filings the words "anticipate, "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to Registrant or Registrant's management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to Registrant's industry, Registrant's operations and results
of operations and any businesses that may be acquired by Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.
Although Registrant believes that the expectations reflected in the
forward looking statements are reasonable, Registrant cannot guarantee future
results, levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, Registrant
does not intend to update any of the forward-looking statements to conform these
statements to actual results.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 24, 2009, Aethlon Medical, Inc. (the "Registrant") entered
into a Subscription Agreement among the Registrant and two accredited investors
(the "Purchasers") pursuant to which the Registrant issued and sold convertible
promissory notes in the principal amount of $338,250 and three-year warrants to
purchase an aggregate of 676,500 shares of the Registrant's common stock at an
exercise price of $0.50 per share. The convertible promissory notes bear
interest compounded monthly at the annual rate of ten percent (10%) and mature
on August 24, 2010. The aggregate gross proceeds to the Registrant were
$307,500. The convertible promissory notes are convertible at the option of the
holders into shares of common stock of the Registrant at a price per share equal
to eighty percent (80%) of the average of the three lowest closing bid prices of
the common stock as reported by Bloomberg L.P. for the principal market on which
the common stock trades or is quoted for the ten (10) trading days preceding the
proposed conversion date. Subject to adjustment as described in the note, the
conversion price may not be more than $0.25 nor less than $0.15
Pursuant to the Subscription Agreement, the Registrant granted "piggy
back" registration rights to the Purchasers to include in any Form S-1
Registration Statement or similar registration statement filed by the Registrant
after August 24, 2009 (other than on a Form S-8 or S-4) the shares underlying
the warrants and the notes. Upon certain events, including events of default
under the notes, the Purchasers have a right to demand that the Registrant
redeem the notes at 120% of the face value of the notes.
The foregoing description of the Subscription Agreement, the promissory
notes and the warrants does not purport to be complete and is qualified in its
entirety by the form of warrant attached hereto as Exhibit 4.1, the form of
Subscription Agreement attached hereto as Exhibit 10.1, and the form of
promissory note attached hereto as Exhibit 10.2, each of which is incorporated
herein by reference.
As previously reported in the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 2009, in July 2009, the Registrant issued a
convertible promissory note in the principal amount of $330,000 and a common
stock purchase warrant to an accredited investor on terms similar to the August
24, 2009 notes and warrants described herein. The July note is convertible into
shares of the Registrant's common stock at a price per share that is equal to
the lesser of (i) $0.25, or (ii) the average of the closing bid prices of the
common stock for the three days immediately preceding the conversion date,
subject in any case to a floor of $0.15 per share. The investor also received
warrants to purchase 600,000 shares of the Registrant's common stock at an
exercise price of $0.50 per share.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The information set forth in Item 1.01 is hereby incorporated into this
Item 3.02. The promissory notes and warrants issued in connection with the
Subscription Agreement were issued in reliance on the exemption from
registration contained in Section 4(2) of the Securities Act of 1933, as
amended, and Rule 506 of Regulation D promulgated thereunder. Each Purchaser
represented to the Registrant that such Purchaser was an "accredited investor"
as such term is defined under Regulation D and the offering did not involve any
form of general solicitation or general advertising.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBITS
Item No. Description
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4.1 Form of Common Stock Purchase Warrant
10.1 Form of Subscription Agreement
10.2 Form of Convertible Promissory Note
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 25, 2009
AETHLON MEDICAL, INC.
By: /s/ James A. Joyce
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James A. Joyce
Chief Executive Officer