Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 10, 2015



(Exact name of registrant as specified in its charter)




(State or other jurisdiction

of incorporation)



(Commission File Number)



(IRS Employer

Identification Number)



9635 Granite Ridge Drive, Suite 100

San Diego, California

(Address of principal executive offices)



(Zip Code)


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 (see General Instruction A.2 below):


o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))









This Form 8-K and other reports filed by us from time to time with the Securities and Exchange Commission contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in such filings, the words "anticipate,” "believe," "estimate," "expect," "future," "intend," "plan" or the negative of these terms and similar expressions as they relate to us or our management identify forward-looking statements. Such statements reflect our current view with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to our industry, our operations and results of operations and any businesses that we may acquire. 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 we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.




On February 10, 2015, Aethlon Medical, Inc. (“we”) filed a prospectus supplement with the Securities and Exchange Commission to supplement our prospectus dated January 28, 2015 with the information set forth in the Quarterly Report on Form 10-Q that we filed on February 10, 2015. The prospectus forms a part of the Registration Statement on Form S-1 (File No. 333-201334) that we filed with the Securities and Exchange Commission on December 31, 2014 to register for resale 11,000,000 outstanding shares of our common stock and 13,750,000 shares of our common stock underlying outstanding warrants that we issued in a private placement completed on December 2, 2014. As previously reported, in the private placement, we raised gross proceeds of $3,300,000 and net proceeds of $3,001,428.











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.




By: /s/ James B. Frakes

        James B. Frakes
    Dated: February 10, 2015   Chief Financial Officer