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 17, 2007
AETHLON MEDICAL, INC.
(Exact name of Registrant as specified in charter)
Nevada 000-21846 13-3632859
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification 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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On August 13, 2007, the Registrant issued and sold Common Stock, $0.001
par value, and warrants to purchase Common Stock, in the form of units (the
"Unit"). Each Unit is comprised of (i) two shares of Common Stock of the
Registrant, and (ii) one warrant to purchase one share of Common Stock at an
exercise price of $0.50 per share (the "Warrants"). The Warrants expire three
years after the date of issuance of the Warrant. Each Unit was sold for $1.00,
and the aggregate gross proceeds to the Registrant were $815,000, for the
issuance and sale of 815,000 Units. The Units were issued to accredited
investors only, and the Registrant relied on the exemption from registration
under Regulation D, Section 506 of the Securities Act of 1933, as amended (the
"Act"). In connection with the offering a fee equal to 7% of the gross proceeds
was paid to a broker and to a finder. The fee was paid in a combination of cash
and Common Stock. The offering closed on August 14, 2007 (the "Closing Date").
In connection with the issuance and sale of the Units, the Registrant
granted registration rights to the holders of the Units, as follows: the
Registrant will use its best efforts to register the Common Stock and Common
Stock underlying the warrants under the Act within sixty (60) days from the
Closing Date. The Registrant shall use its best efforts to cause the
registration statement to be declared effective within one hundred eighty (180)
calendar days from the Closing Date. If not effective by that time, then the
Registrant shall pay to the investors additional shares of Common Stock equal to
two percent (2%) per month (or any part thereof ) of the number of shares of
Common Stock sold pursuant to the Unit offering, payable within thirty (30)
business days of the end of each month beyond the required effective date. No
penalty shares shall be issued if the investors are able to rely on Rule 144
under the Act to sell their Common Stock.
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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
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 17, 2007
AETHLON MEDICAL, INC.
By: /s/ James A. Joyce
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James A. Joyce
Chief Executive Officer
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