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 8, 2008
AETHLON MEDICAL, INC.
(Exact name of Registrant as specified in charter)
Nevada 000-21846 13-3632859
(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Between July 30, 2008 and August 8, 2008, Aethlon Medical, Inc. (the
"Registrant") issued and sold, to three accredited investors (the "Purchasers"),
10% Convertible Notes (the "Notes") in the principal amount of $300,000 and
three-year Class C Common Stock Purchase Warrants (the "Warrants") to purchase
an aggregate of 600,000 shares of the Registrant's common stock at an exercise
price of $0.50 per share. The Notes bear interest equal to ten percent (10%) per
annum and have a term of eighteen (18) months (the "Maturity Date"). The Notes
are convertible, at the option of the Note holder, into shares of the
Registrant's common stock at any time after the issuance date and prior to the
close of business on the Maturity Date at the rate of $0.50 per share. We agreed
to pay to the investment banking firm that arranged this sale a cash commission
equal to seven percent of the gross proceeds and an equivalent percentage of
warrants. The warrants paid as commission contain the same terms and conditions
as the Warrants issued to investors. The aggregate net proceeds to the
Registrant were approximately $279,000. The expected use of proceeds from the
sale of the Notes and Warrants includes funding the Registrant's upcoming HIV
human trial in India and general working capital purposes.
Pursuant to the Warrants, the Registrant granted registration rights to
the Purchasers as follows: the Registrant shall use its best efforts to effect
one or more registration statements that shall include all the shares of common
stock underlying the Warrants; the Registrant shall use its best efforts to file
such registration statements promptly following the date of issuance of the
Warrants, cause each registration statement to be declared effective by the
Securities and Exchange Commission as promptly as possible thereafter, and use
best efforts to maintain their effectiveness at all times following their
initial effectiveness.
The foregoing description of the 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, and the form of Note attached hereto as Exhibit 10.1,
each of which is incorporated herein by reference.
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 Notes and Warrants 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.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBITS
Item No. Description
-------- -----------
4.1 Form of Class C Common Stock Purchase Warrant
10.1 Form of 10% Convertible Note
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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 12, 2008
AETHLON MEDICAL, INC.
By: /s/ James A. Joyce
----------------------------
James A. Joyce
Chief Executive Officer
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