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): January 20, 2009
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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a- 12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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 December 29, 2008, the Registrant sold an aggregate of 700,000 Units
(defined below) pursuant to the terms of a Unit Subscription Agreement, each
such "Unit" consisting of (i) one share of Common Stock, par value $0.001 per
share (the "Common Stock"), of the Registrant and (ii) a three-year warrant to
purchase one share of Common Stock of the Registrant at an exercise price of
$0.25 per share, in the form attached to this Report as Exhibit 4.1 (each, a
"Warrant" and collectively, the "Warrants"). Pursuant to the terms of the Unit
Subscription Agreement the Registrant has issued and sold an aggregate of
$175,000 of Units at price per Unit of $0.25. Accordingly, the Registrant has
issued 700,000 shares of Common Stock and Warrants to purchase 700,000 shares of
Common Stock at an exercise price of $0.25 per share.
The Warrants contain equitable adjustment provisions for stock splits
and similar events, piggy-back registration rights, and a call provision whereby
if the Registrant's Common Stock trades at a price of $1.00 or higher for five
consecutive trading days, the Warrant may be called at the option of the
Registrant and thereafter terminated.
The foregoing description of the material terms of the Unit
Subscription Agreement and the Warrants does not purport to be complete and is
qualified in its entirety by the Exhibits attached hereto, 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 Unit Subscription Agreement and Warrants were entered into and
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. The Investor represented to the Registrant that such
Investor 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 Unit Subscription Agreement
2
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: January 20, 2009
AETHLON MEDICAL, INC.
By: /s/ James A. Joyce
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James A. Joyce
Chief Executive Officer