UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): March 31, 2006
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AETHLON MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-21846 13-3632859
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3030 Bunker Hill Street, Suite 4000, San Diego, California 92109
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (858) 459-7800
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Not applicable
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(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):
[ ] 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))
THIS FORM 8-K AND OTHER REPORTS FILED BY AETHLON MEDICAL, INC. (THE "COMPANY")
FROM TIME TO TIME WITH THE SECURITIES AND EXCHANGE COMMISSION (COLLECTIVELY THE
"FILINGS") CONTAIN FORWARD LOOKING STATEMENTS AND INFORMATION THAT ARE BASED
UPON BELIEFS OF, AND INFORMATION CURRENTLY AVAILABLE TO, THE COMPANY'S
MANAGEMENT AS WELL AS ESTIMATES AND ASSUMPTIONS MADE BY THE COMPANY'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 THE COMPANY'S OR THE COMPANY'S
MANAGEMENT IDENTIFY FORWARD LOOKING STATEMENTS. SUCH STATEMENTS REFLECT THE
CURRENT VIEW OF THE COMPANY WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO
RISKS, UNCERTAINTIES, ASSUMPTIONS AND OTHER FACTORS RELATING TO THE COMPANY'S
INDUSTRY, OPERATIONS AND RESULTS OF OPERATIONS AND ANY BUSINESSES THAT MAY BE
ACQUIRED BY THE COMPANY. 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.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 31, 2006, Fusion Capital Fund II, LLC ("Fusion") exercised a warrant
(the "Warrant") to purchase 568,181 shares of the Company's common stock (the
"Shares") for $0.76 per share whereby the Company received $431,817.56. The
Shares are registered to an effective registration statement on Form SB-2. The
Company's Board of Directors approved the issuance of a warrant to purchase
568,181 shares of the Company's common stock (the "Replacement Warrant") as an
inducement for Fusion to exercise the Warrant with a cash payment. The five-year
Replacement Warrant, filed with this report as an exhibit, has an exercise price
of $0.76 per share and carries piggy-back registration rights.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The information called for by this item is contained in Item 1.01, which is
incorporated by reference.
This announcement is not an offer to sell securities of Aethlon Medical, Inc.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
4.1 Warrant dated March 31, 2006 to purchase 568,181 shares of common
stock granted to Fusion Capital Fund II, LLC.
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.
AETHLON MEDICAL, INC.
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(Registrant)
Date April 3, 2006
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By: /s/ James A. Joyce
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Name James A. Joyce
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Title: Chief Executive Officer
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