AETHLON MEDICAL INC 8-K

What Happened

• Aethlon Medical, Inc. (AEMD) filed an 8-K on January 26, 2026 reporting that on January 22, 2026 it entered into amendments with an institutional investor to its Securities Purchase Agreement (SPA) and its Pre‑Funded Common Stock Purchase Warrant.
• The SPA (originally dated December 5, 2025) and the Pre‑Funded Warrant (originally dated December 8, 2025) were amended to remove the requirement that the company obtain shareholder approval under Nasdaq Rule 5635 before issuance or exercise of the pre‑funded warrants.
• As a result of the amendments, the pre‑funded warrants are now immediately exercisable; all other terms of the SPA and the Warrant remain unchanged.

Key Details

• Amendment date: January 22, 2026 (filed via Form 8‑K on January 26, 2026).
• Original SPA date: December 5, 2025; original Warrant date: December 8, 2025.
• Counterparty: an institutional investor (unnamed in the filing).
• Effect: removal of Nasdaq 5635 shareholder‑approval condition; pre‑funded warrants immediately exercisable.

Why It Matters

• Immediate exercisability means the holder can convert the pre‑funded warrants into shares without a shareholder vote first, which could lead to dilution of existing shareholders if and when exercises occur.
• The amendment accelerates the investor’s ability to obtain shares and may affect the company’s capital structure and potential cash proceeds (if exercises require payment) — investors should monitor future disclosures for any exercises, share count changes, or related cash inflows.
• This is a financing‑related change (Item 1.01) rather than an operational update; it alters timing and mechanics of potential equity issuance but does not change other terms of the financing agreement.