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): May 1, 2008
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)
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 May 1, 2008, we entered into a Private Placement Agreement with Fusion
Capital Fund II, LLC, an Illinois limited liability company ("Fusion Capital"),
for the sale of 1,000,000 shares of our common stock for an aggregate purchase
price of $500,000.00. There were no placement agent or other similar fees paid
or payable in connection with this private placement. The Company did not grant
any registration rights or issue any warrants in connection with this
transaction. The Private Placement Agreement does not contain any anti-dilution
provisions, price reset provisions, negative covenants or restrictions on future
fundings. The proceeds received by the Company under the Private Placement
Agreement will be used for working capital and general corporate purposes.
The foregoing description of the Private Placement Agreement is qualified in its
entirety by reference to the full text of the Private Placement Agreement, a
copy of which is attached hereto as Exhibit 10.1 and is incorporated herein in
its entirety by reference.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On March 21, 2007, we entered into a common stock purchase agreement (the
"Purchase Agreement") with Fusion Capital for the purchase of up to $8.4 million
of our common stock. Pursuant to the Purchase Agreement, we sold to Fusion
Capital $400,000.00 of our common stock on March 27, 2007. Under the Purchase
Agreement we had the right to sell an additional $8.0 million of our common
stock to Fusion Capital from time to time over a 25-month period after the SEC
has declared effective the registration statement related to the transaction.
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The SEC did not declare effective a registration statement related to the
transaction and we made no further sales of our common stock to Fusion Capital
under the Purchase Agreement. On May 1, 2008, we entered into a Mutual
Termination Agreement with Fusion Capital to terminate the Purchase Agreement
and all of each party's rights and obligation to buy and sell shares of common
stock thereunder. There were no costs or fees paid or payable by either party in
connection with the termination of the Purchase Agreement.
The foregoing description of the Mutual Termination Agreement is
qualified in its entirety by reference to the full text of the Mutual
Termination Agreement, a copy of which is attached hereto as Exhibit 10.2 and is
incorporated herein in its entirety by reference.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The information contained above in Item 1.01 is hereby incorporated by reference
into this Item 3.02.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
10.1 Private Placement Agreement, dated as of May 1, 2008, by and between
Aethlon Medical, Inc. and Fusion Capital Fund II, LLC.
10.2 Mutual Termination Agreement, dated as of May 1, 2008, by and between
Aethlon Medical, Inc. and Fusion Capital Fund II, LLC.
99.1 Press Release dated May 1, 2008
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: May 1, 2008
AETHLON MEDICAL, INC.
By: /s/ James A. Joyce
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James A. Joyce
Chief Executive Officer
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