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):
December 11, 2007 (December 5, 2007)
AETHLON MEDICAL, INC.
(Exact name of Registrant as specified in charter)
Nevada 000-21846 13-3632859
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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
On December 5, 2007, Aethlon Medical, Inc. (the "Registrant") entered into
a Subscription Agreement among the Registrant and two accredited investors (the
"Purchasers") pursuant to which the Registrant issued and sold promissory notes
in the principal amount of $495,000 and three-year warrants to purchase an
aggregate of 1,485,000 shares of the Registrant's common stock at an exercise
price of $0.50 per share. The promissory notes bear interest compounded monthly
at the annual rate of eight percent (8%) and mature on September 5, 2008. The
aggregate gross proceeds to the Registrant were $450,000.
Pursuant to the Subscription Agreement, the Registrant granted
registration rights to the Purchasers as follows: the Registrant shall file with
the Commission a registration statement to register on behalf of the Purchasers
the shares of common stock underlying the warrants within 60 calendar days of
the closing date, and cause the registration statement to be declared effective
no later than 180 calendar days after the closing date. If the registration
statement is not effective by that date, then the Registrant shall pay to the
Purchaser in cash an amount equal to 2% of the principal amount of the notes
issued on the closing date for each 30 days in which the registration is late in
becoming effective.
The foregoing description of the Subscription Agreement, the promissory
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, the form of
Subscription Agreement attached hereto as Exhibit 10.1, and the form of
promissory note attached hereto as Exhibit 10.2, 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 promissory notes and warrants issued in connection with the
Subscription Agreement 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.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
Effective December 5, 2007, Mr. James W. Dorst resigned as the Chief
Financial Officer of the Registrant.
2
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 Subscription Agreement
10.2 Form of Promissory Note
3
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: December 11, 2007
AETHLON MEDICAL, INC.
By: /s/ James A. Joyce
--------------------------
James A. Joyce
Chief Executive Officer
4