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Item 9A. Controls and Procedures

2025-06-26 compared with 2024-06-27 · 1640 added, 817 removed, 589 unchanged (81% of the section changed)

7 unchanged sentences

timely decisions regarding required disclosures.

In designing and evaluating the

disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated,

In designing and evaluating

the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated,

can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in

1 unchanged sentence

We have carried out an evaluation as of the end of the period

covered by this Annual Report under the supervision and with the participation of our management, including our Interim Chief Executive

Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

covered by this Annual Report under the supervision and with the participation of our management, including our Chief Executive Officer,

who also serves as our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

Internal Control over Financial Reporting

5 unchanged sentences

of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

Under the supervision and with the participation of

our management, including our Interim Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness

of our internal control over financial reporting as of March 31, 2024.

According to the guidelines established by Internal Control—Integrated

Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, one or more material weaknesses renders a company’s

internal control over financial reporting ineffective.

Based on this evaluation, we have concluded that our internal control over financial

reporting was not effective as of March 31, 2024 due to the material weaknesses described below.

Description of Material Weaknesses

Based on such evaluation,

management identified a material weakness in the segregation of duties within our financial systems.

Specifically, user access controls

were not sufficiently maintained to properly restrict both user and privileged access to financial applications within our accounting

software system to initiate, record and approve entries.

Also noted that check stock was secured in an authorized signatory’s office.

It is difficult to design

and maintain appropriate segregation of duties in the initiation, recording, and approval of transactions within financial systems with

a limited number of personnel.

This, coupled with management having not designed and maintained user access controls that adequately

restrict user and privileged access to financial applications, and the absence of sufficient other mitigating controls, created a segregation

of duties weakness which could potentially have resulted in a material misstatement.

Management has identified remediation actions that

may require the addition of personnel to the finance and accounting function or a change in accounting software, which will allow the

Company to design the control environment in a manner that provides effective segregation of duties.

Management has identified certain

actions beyond staff changes or accounting software changes.

As of May 2024, the accounting software was updated, and distinct user roles

were created.

Transactions are recorded by personnel who are independent of those who initiate them and are approved by separate personnel

who are independent of those who record them.

Additionally, check stock was relocated in November 2023.

During 2017 through 2020,

the Company incorrectly recorded accrued commission liability of approximately $404,000.

The Company reversed accrued commission liability

of approximately $404,000 during the year ended March 31, 2024 related to this error in accounting under U.S.

The Company originally

failed to correctly apply appropriate accounting principles in recording the transaction, and the error was not detected and corrected

in a timely manner, resulting in an adjustment to the financial statements.

Management has discussed with counsel appropriate

measures to record such potential commission liabilities in the future and will implement a quarterly review of all accruals.

of the accrued commission liability into equity as of March 31, 2024 corrected the impact of the error.

The Company is in the process

of implementing quarterly review controls over review and assessment of accruals.

This plan, with oversight from our Audit Committee,

is in the process of implementation in response to the identified material weakness.

Limitation on Effectiveness of Controls

In designing and evaluating our

disclosure controls and procedures, management recognized that any disclosure controls and procedures, no matter how well designed and

operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives.

No evaluation of internal

control can provide absolute assurance that all internal control issues and instances of fraud, if any, within a company are detected.

In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit

relationship of possible controls and procedures.

There are inherent limitations to the effectiveness of any system of disclosure controls

and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be

no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, controls may

become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Under the supervision and

with the participation of our management, including our Chief Executive Officer, who also serves as our Chief Financial Officer, we conducted

an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2025.

The evaluation was conducted

in accordance with the guidelines established by the Internal Control—Integrated Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission (COSO).

Based on this evaluation, and the successful implementation of remediation measures addressing

the previously identified material weaknesses, management concluded that our internal control over financial reporting was effective as

of March 31, 2025.

Remediation of Previously

Reported Material Weaknesses

Segregation of Duties and

User Access Controls

As previously disclosed, management

identified a material weakness in internal control over financial reporting related to segregation of duties and user access controls

within our financial systems.

Specifically, the Company had not adequately maintained user access controls to restrict both user and privileged

access to financial applications, allowing the same individual to initiate, record, and approve accounting entries.

Additionally, check

stock was stored in the office of an authorized signatory, representing a weakness in physical access control.

This control deficiency was

due in part to our limited accounting and finance staff, which hindered the design and implementation of effective segregation of duties.

The lack of adequate user access controls and the absence of sufficient compensating controls could have resulted in a material misstatement

of the financial statements.

To remediate this material

weakness, the Company implemented the following measures:

November 2023, check stock was relocated to a secure area accessible only to individuals without check signing authority, to mitigate

unauthorized access risks.

Subsequently, the Company discontinued maintaining any physical check stock onsite.

While the Company continues

to issue physical checks as needed, these are processed exclusively through the bank’s controlled check issuance services, eliminating

the risk associated with onsite check stock and enhancing control over disbursements.

May 2024, the Company completed an upgrade to its accounting software, enabling the establishment of distinct user roles and system access

While certain individuals may both initiate and record transactions due to the size of the finance team, all transactions are

reviewed and approved by personnel independent of those entering the transactions.

Management has tested the design and operating effectiveness

of these new controls and concluded that the material weakness was remediated as of March 31, 2025.

Accounting for Accrued Commission Liabilities

The Company also previously

identified a material weakness in internal control over financial reporting related to the accounting for accrued commission liabilities.

From fiscal 2017 through fiscal 2020, the Company incorrectly recorded commission accruals totaling approximately $404,000.

arose due to the incorrect application of U.S.

GAAP and the absence of adequate review controls, and it was not identified and corrected

in a timely manner.

The Company reversed the erroneous

accrued commission liability during the year ended March 31, 2024, with the correction reflected as a reclassification to equity.

recurrence, the Company implemented quarterly controls during fiscal 2025 for the review and validation of accruals, including those related

to commissions.

These controls include formal procedures for the assessment of accrual balances, with overall oversight provided by the

Audit Committee in connection with its review of the Company’s financial reporting.

Management has evaluated the design and operating

effectiveness of these controls and concluded that the material weakness was remediated as of March 31, 2025.

Limitations on Internal Control Over Financial

Management recognizes that

a system of internal control over financial reporting, no matter how well designed and operated, can provide only reasonable assurance

and may not prevent or detect all material misstatements.

Internal control over financial reporting has inherent limitations, including

the possibility of human error, the circumvention or overriding of controls, or changes in conditions that may render controls inadequate.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of

changes in conditions or because the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

There was no change in our internal

control over financial reporting during the last fiscal quarter ended March 31, 2024 that has materially affected, or is reasonably likely

to materially affect, our internal control over financial reporting.

There was no change in our

internal control over financial reporting during the last fiscal quarter ended March 31, 2025 that has materially affected, or is reasonably

likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

On June 27, 2024, we received

a letter, or Notice, from The Nasdaq Stock Market, or Nasdaq, advising us that for 31 consecutive trading days preceding the date of the

Notice, the bid price of our common stock had closed below the $1.00 per share minimum required for continued listing on The Nasdaq Capital

Market pursuant to Nasdaq Listing Rule 5550(a)(2), or the Minimum Bid Price Requirement.

The Notice has no effect on the listing of our

common stock at this time, and our common stock continues to trade on The Nasdaq Capital Market under the symbol “AEMD.”

In accordance with Nasdaq

Listing Rule 5810(c)(3)(A), we have 180 calendar days to regain compliance with the Minimum Bid Requirement, or the Grace Period, subject

to a potential 180 calendar day extension, as described below.

To regain compliance, the closing bid price of our common stock must be

at least $1.00 per share for a minimum of ten consecutive business days within the Grace Period.

If we do not achieve compliance

with the Minimum Bid Requirement by December 24, 2024, the end of the Grace Period, we may be eligible for an additional 180 calendar

day period to regain compliance.

To qualify, we would be required to meet the continued listing requirement for the market value of our

publicly held shares and all other Nasdaq initial listing standards, with the exception of the bid price requirement, and would need to

provide written notice of our intention to cure the deficiency during the second compliance period.

However, if it appears to Nasdaq staff

that we will not be able to cure the deficiency, or if we do not meet the other listing standards, Nasdaq could provide notice that our

common stock will be subject to delisting.

In the event we receive notice that our common stock is being delisted, we would be entitled

to appeal the determination to a Nasdaq Listing Qualifications Panel and request a hearing.

We intend to monitor the closing

bid price of our common stock and may, if appropriate, consider implementing available options to regain compliance with the Minimum Bid

Price Requirement.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

During the three

months ended March 31, 2025, none of our directors or officers entered into , modified or terminated a

“Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” that were intended to satisfy the

affirmative defense conditions of Rule 10b5-1, in each case as defined in Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Not applicable.

Certain information required by

Part III is omitted from this Annual Report and incorporated by reference to our definitive proxy statement for our 2024 Annual Meeting

of Stockholders, or the Proxy Statement, to be filed pursuant to Regulation 14A of the Exchange Act.

If our Proxy Statement is not filed

within 120 days after the end of the fiscal year covered by this Annual Report, the omitted information will be included in an amendment

to this Annual Report filed not later than the end of such 120-day period.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Except as set forth below, the

information required by this item will be contained in the sections titled “Information About our Board of Directors and Executive

Officers,” “Information About our Board of Directors and Executive Officers – Code of Ethics,” “Information

About our Board of Directors and Executive Officers – Information Regarding Committees of the Board of Directors – Nominating

and Corporate Governance Committee,” “Information About our Board of Directors and Executive Officers – Information

Regarding Committees of the Board of Directors – Audit Committee and Audit Committee Financial Expert,” “Information

About our Board of Directors and Executive Officers – Information Regarding Committees of the Board of Directors – Compensation

Committee” and “Executive and Director Compensation” in our Proxy Statement and is incorporated herein by reference.

We maintain a Code of Business

Conduct and Ethics that applies to all our employees, officers and directors.

This includes our principal executive officer, principal

financial officer and principal accounting officer or controller, or persons performing similar functions.

The full text of our Code of

Business Conduct and Ethics is posted on our website at www.aethlonmedical.com on the “Governance” page of the section titled

“Investors.” If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waiver from a provision

of the Code of Business Conduct and Ethics to any executive officer or director that are required to be disclosed pursuant to SEC rules,

we will promptly disclose the nature of the amendment or waiver on our website or in a current report on Form 8-K.

Information contained

in, or that can be accessed through, our website is not incorporated by reference herein, and you should not consider information on our

website to be part of this Annual Report.

The names, ages and positions

of our directors and executive officers as of June 26, 2025 are listed below:

TITLE OR POSITION(1)

Chief Executive Officer, Chief Financial Officer and Director

Chairman and Director

Angela Rossetti

Nicolas Gikakis

Chief Medical Officer

Our Board of Directors has determined that Mr.

Broenniman, Mr.

Rossetti and Dr.

Shah meet the requirements to be determined as “independent directors” for all purposes, including Compensation Committee and Audit Committee purposes, under the Nasdaq Stock Market (“Nasdaq”) rules and for federal securities law purposes.

Frakes is not independent, as he also functions as executive and officer of the Company.

Certain additional information

concerning the individuals named above is set forth below.

This information is based on information furnished to us by each individual

Frakes Chief Executive Officer,

Chief Financial Officer and Director

Frakes has served as Chief

Executive Officer and Chief Financial Officer since October 3, 2024, having previously served as Interim Chief Executive Officer beginning

in November 2023.

He has also served as a director of the Company since November 2023, and has held the role of Chief Financial Officer

of the Company since September 2010.

Prior to being appointed as Chief Financial Officer, Mr.

Frakes served as Senior Vice President,

Finance of the Company from January 2008 to September 2010.

He previously served as the Chief Financial Officer for Left Behind Games

Inc., a start-up video game company.

Prior to 2006, he served as Chief Financial Officer of NTN Buzztime, Inc., an interactive entertainment

Frakes received an MBA from the University of Southern California and a B.A.

with Honors from Stanford University.

Broenniman, Chairman and Director

Broenniman has served

as a director of the Company since March 1999.

He has been the managing director of The Piedmont Group, LLC, a venture advisory firm,

Broenniman currently serves on the boards of two privately held firms.

He previously served on the boards of the nonprofit

entities, the Dingman Center for Entrepreneurship’s Board of Advisors at the University of Maryland (1989 to 2020), the National

Capital Chapter of Corporate Directors (Founder, Chair from 2003 to 2005 and director from 2001 to 2018) and the Board of the Association

for Corporate Growth, National Capital Chapter (Founder, Chair from 2000 to 2018).

Broenniman received his MBA from Stanford Graduate

School of Business and his B.A.

from Yale University.

Nicolas Gikakis, Director

Gikakis has served as a director of the Company since July 2023.

From 2021 to May 2023, Mr.

Gikakis served as the Head of Commercial for

WearOptimo Pty Ltd, a private Australian medical device and digital health company.

Previously, from 2017 to 2019, Mr.

Gikakis served

as Vice President of Strategy and Corporate Development at Oventus Medical Limited, a private medical device company, during which time

he assisted with the commercial expansion of its sleep apnea device.

From 2012 to 2021, Mr.

Gikakis held various leadership and independent

strategic advisor positions in the healthcare industry in sales, marketing, product development, and corporate development and transactions,

including for companies working with blood filtration and purification.

Gikakis earned a B.S.

in bioengineering from the University

of Pennsylvania and holds an MBA from George Mason University, with earlier work in bench and clinical research, and clinical experience

at the University of Pennsylvania.

Angela Rossetti, Director

Rossetti has served as

a director of the Company since April 2022.

As an active consultant since March 2018, her client list has included Kala Pharmaceuticals,

and Celgene Corporation, among others.

From June 2015 through July 2017, Ms.

Rossetti served as Vice President of Cell Machines,

Inc., an early-stage biopharmaceutical company developing novel protein therapies, where she assisted with the commercialization of technology

for hemophilia and other diseases.

Rossetti has held a number of positions within pharmaceutical commercial development, marketing,

communications and finance, including Vice President of a Global Commercial Medicine Team at Pfizer Inc.

from 2007 to 2012, where she

led a global smoking cessation campaign.

Rossetti previously served on the board of directors of Palatin Technologies, Inc., a public

biopharmaceutical company, from June 2013 to December 2020.

Rossetti currently holds positions as an adjunct Assistant Professor of

Medical and Pharmaceutical Ethics at New York Medical College and an Adjunct Associate at Albert Einstein College of Medicine.

graduated from a joint program of the Albert Einstein College of Medicine and Benjamin N.

Cardozo School of Law with an M.S.

in Bioethics,

has an M.B.A.

from Columbia University Graduate School of Business and a B.A.

in Biology and English from the University of Pennsylvania.

Shah, M.D., Director

Shah has served as a director

of the Company since June 2013.

Shah is a board certified Otolaryngologist.

He is a partner and board member of the Surgery Center

at Hamilton, as well as Physician Management Systems and Princeton Eye & Ear, which he founded in 2009.

Shah serves on the board

of one other private company.

He holds teaching positions and serves on multiple hospital committees in the area and is on the Audiology

and Speech Language Pathology Committee for the State of New Jersey.

Shah also was a member of the Board of Medical Examiners for

the State of New Jersey.

Shah received his Bachelor’s degree and Medical Degree from Rutgers University and Robert Wood Johnson

Medical School, respectively.

LaRosa, M.D., Chief Medical Officer

LaRosa has served as our

Chief Medical Officer since January 2021 and served as our Chief Scientific Officer from May 2021 until February 2023.

over 20 years of experience as a practicing physician and infectious disease specialist.

Prior to joining the Company, Dr.

LaRosa served

as the Vice President of Clinical Development of Entasis Therapeutics, a spin-out of AstraZeneca focused on pathogen-targeted small molecules

to treat serious multidrug-resistant Gram-negative infections, from March 2020 to December 2020.

Prior to joining Entasis, Dr.

was an Attending Physician in the Division of Infectious Disease at Beverly Hospital, a member of Beth Israel Lahey Health.

Prior to Beverly

Hospital from September 2012 to March 2020, he was an Attending Physician in the Division of Infectious Diseases at Rhode Island Hospital.

Prior to that, Dr.

LaRosa was an Associate Staff Physician in the Department of Infectious Disease at the Cleveland Clinic Foundation.

He also served as a Clinical Research Physician for Eli Lilly and Company.

Throughout his career, Dr.

LaRosa has had several academic

appointments.

LaRosa holds his M.D.

from Boston University School of Medicine and his B.S.

in Biology from Boston College.

an Internal Medicine Residency and Chief Residency at the Cleveland Clinic Foundation and Infectious Disease Fellowship at Massachusetts

General Hospital.

He is Board Certified by the ABIM in Internal Medicine and Infectious Disease.

Family Relationships

There are no family relationships

between or among the directors or executive officers.

There are no arrangements

or understandings between any two or more of our directors or executive officers or between any of our directors or executive officers

and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement,

plan or understanding as to whether non-management stockholders will exercise their voting rights to continue to elect the current Board

of Directors.

There are also no arrangements, agreements or understandings between non-management stockholders that may directly or indirectly

participate in or influence the management of our affairs.

Legal Proceedings

our knowledge, (i) no director or executive officer has been a director or executive officer of any business that has filed a bankruptcy

petition or had a bankruptcy petition filed against it during the past ten years;

(ii) no director or executive officer has been convicted

of a criminal offense or is the subject of a pending criminal proceeding during the past ten years;

(iii) no director or executive officer

has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise

limiting his involvement in any type of business, securities or banking activities during the past ten years;

and (iv) no director or

officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years.

Board of Directors

Our Board of Directors has

the responsibility for establishing broad corporate policies and for overseeing our overall performance.

Members of our Board of Directors

are kept informed of our business activities through discussions with our Interim Chief Executive Officer and other executive officers,

by reviewing analyses and reports sent to them and by participating in Board and committee meetings.

Broenniman serves as Chairman

of our Board and Mr.

Frakes as our Interim Chief Executive Officer, and we have not designated a lead independent director.

that having the offices of Chairman of our Board and Interim Chief Executive Officer held by two different people is appropriate for

a company of our size and stage of development in order to maximize efficiencies of our limited available personnel resources.

law provides that each director holds office after the expiration of his or her term until a successor is elected and qualified, or until

the director resigns or is removed, resulting in a term that extends to our next annual meeting of stockholders.

Our Board of Directors

presently has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, on which each of Mr.

Broenniman and Ms.

Rossetti serve as independent directors.

In addition, Dr.

Shah serves as an independent director on the Audit, Compensation

and Nominating and Corporate Governance Committees, and Mr.

Gikakis serves as an independent director on the Nominating and Corporate

Governance Committees.

Broenniman is Chair of the Audit Committee, Dr.

Shah is Chair of the Compensation Committee and Ms.

is Chair of the Nominating and Corporate Governance Committee.

Our Board of Directors believes

that sound governance practices and policies provide an important framework to assist them in fulfilling their duty to stockholders.

Board of Directors has implemented separate committees for the areas of audit, compensation and nomination of directors, annual review

of the independence of our Audit and Compensation Committee members, maintenance of a majority of independent directors and written expectations

of management and directors, among other best practices.

Our Board of Directors has

determined that four of our five current directors meet the independence requirements of the Nasdaq Capital Market, on which our common

stock is listed.

In the judgment of our Board of Directors, Mr.

Frakes does not meet such independence standards, as he serves as an executive

officer of the Company.

In reaching its conclusions, our Board of Directors considered all relevant facts and circumstances with respect

to any direct or indirect relationships between our Company and each of the directors, including those discussed under the caption “Certain

Relationships and Related Transactions,” below.

Our Board of Directors determined that any relationships that exist or existed in

the past between our Company and each of the independent directors were immaterial on the basis of the information set forth in the above-referenced

Audit Committee and Audit Committee Financial

Our Board of Directors formed

an Audit Committee in May 1999.

Our Board of Directors has determined that Mr.

Broenniman, due to his professional experience business

acumen and independence, meets the definition of an “audit committee financial expert” as defined in Item 407(d)(5)(ii) under

Regulation S-K, promulgated under the Exchange Act.

Each of the members of the

Audit Committee has a basic understanding of finance and accounting and is able to read and understand fundamental financial statements.

Our Board of Directors has determined that each of the members of the Audit Committee meets the independence requirements applicable to

audit committee members of Nasdaq Capital Market companies.

The Audit Committee has the authority to appoint, review and discharge our

independent registered public accounting firm.

The Audit Committee reviews the results and scope of the audit and other services provided

by our independent registered public accounting firm, as well as our accounting principles and our system of internal controls, reports

the results of their review to the full Board of Directors and to management and recommends to the full Board of Directors that our audited

consolidated financial statements be included in our Annual Report on Form 10-K.

The Audit Committee has adopted

a charter, which can be found on our website under “Investors – Governance – Governance Documents.” The reference

to or inclusion of our website address in this Amendment No.

1 does not include or incorporate by reference the information on our website

into this Amendment No.

Compensation Committee

The Compensation Committee

approves or makes recommendations to our Board of Directors on decisions concerning compensation of the executive management team and

non-employee directors and administers our stock-based incentive compensation plans.

The Chair establishes meeting agendas after consultation

with other committee members.

Our Interim Chief Executive Officer and other members of management regularly discuss our compensation issues

with Compensation Committee members.

Subject to Compensation Committee review, modification and approval, our Chief Executive Officer

typically makes recommendations respecting bonuses and equity incentive awards for the other members of the executive management team.

The Compensation Committee establishes all bonus and equity incentive awards for all executive members of the management team.

of Directors has determined that all members of the Compensation Committee meet the independence requirements applicable to Nasdaq Capital

Market companies.

With respect to calendar

year 2024, our Compensation Committee considered compensation information provided by Anderson Pay Advisors LLC (“Anderson”),

a compensation consultant, in determining executive compensation.

Anderson provided competitive compensation data showing that our cash

compensation generally was and made cash compensation recommendations designed to compensate our officers in line with the 50% range

for similarly situated companies.

The Compensation Committee

has adopted a charter, which can be found on our website at “Investors –Governance – Governance Documents.” The

reference to or inclusion of our website address in this Amendment No.

1 does not include or incorporate by reference the information

on our website into this Amendment No.

Nominating and Corporate Governance Committee

The responsibilities of the

Nominating and Corporate Governance Committee include:

overseeing our corporate governance functions on behalf of our Board of Directors;

making recommendations to our Board of Directors regarding corporate governance issues;

identifying and evaluating candidates to serve as directors of our Company consistent with criteria approved by our Board of Directors;

selecting director candidates or recommending such candidates to our Board of Directors for selection;

reviewing and evaluating the performance of our Board of Directors.

Nominating and Corporate Governance Committee has adopted a charter, which can be found on our website at “Investors – Governance

– Governance Documents.” The reference to or inclusion of our website address in this Amendment No.

1 does not include or

incorporate by reference the information on our website into this Amendment No.

Stockholder Nominees for Director

have been no material changes to the procedures by which stockholders may recommend nominees to the Board of Directors.

Code of Ethics

In February 2005, our Board

of Directors approved a “Code of Business Conduct and Ethics” (as amended from time to time, the “Code”), which

applies to our principal executive officer, our principal financial officer, our principal accounting officer and persons performing similar

In February 2020, the Board of Directors adopted an amended Code, which is applicable to all of our directors, officers and other

employees and which is available on our website at www.aethlonmedical.com.

If we make any substantive amendments to, or grant any waivers

from, the Code for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a Current Report

The inclusion of our website address in this Amendment No.

1 does not include or incorporate by reference the information

on our website into this Amendment No.

Incentive Compensation Recoupment Policy

have adopted an incentive compensation recovery policy (the “Compensation Recovery Policy”) that is designed to comply with,

and will be interpreted in a manner consistent with, Section 10D and Rule 10D-1 of the Exchange Act and the applicable rules of the Nasdaq

Stock Market, including any interpretive guidance provided by Nasdaq.

Under our Compensation Recovery Policy, in the event of an accounting

restatement due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including

any required accounting restatement to correct a material error in previously issued financial statements, or that would result in a material

misstatement if the error were corrected in the current period or left uncorrected in the current period, the Company must recover erroneously

awarded incentive-based compensation previously paid to the Company’s executive officers in accordance with the terms of such Compensation

Recovery Policy.

Furthermore, under the Compensation Recovery Policy, the Company is prohibited from indemnifying any executive officer

or former executive officer against the loss of erroneously awarded incentive-based compensation and from paying or reimbursing an executive

officer for purchasing insurance to cover any such loss.

copy of our Compensation Recovery Policy is attached as Exhibit 97.1 to this Amendment No.

Delinquent Section

16(a) Reports

16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who beneficially own more than ten

percent of a registered class of the Company’s equity securities to file with the Commission initial reports of ownership and reports

of changes in ownership of Common Stock and other equity securities of the Company.

Officers, directors and greater than ten percent beneficial

stockholders are required by Commission regulations to furnish us with copies of all Section 16(a) forms they file.

To the best of the

Company’s knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with respect

to the year ended March 31, 2025 and written representations that no other reports were required, there were no late Section 16 filings

during the year ended March 31, 2025.

EXECUTIVE COMPENSATION

The information required by this

item will be contained in the sections titled “Executive and Director Compensation” and “Information About our Board

of Directors and Executive Officers – Information Regarding Committees of the Board of Directors – Compensation Committee”

in our Proxy Statement and is incorporated herein by reference.

We are a “smaller reporting

company” under Item 10 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), and the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies.

Although the rules allow us to provide less detail about our executive compensation program, the Compensation Committee of our Board of

Directors (the “Compensation Committee”) is committed to providing the information necessary to help stockholders understand

its executive compensation-related decisions.

Accordingly, this section includes supplemental narratives that describe the 2024 fiscal

year executive compensation program for our named executive officers.

Our named executive officers for the fiscal year

ended March 31, 2025, consist of our Chief Executive Officer, who also serves as our Principal Financial Officer;

our Chief Medical Officer;

and our former Senior Vice President, Chief Operating Officer, who served during the fiscal year but was no longer employed as of year-end.

These individuals represented our principal executive officers and the two most highly compensated executive officers other than our principal

executive officers.

Frakes, our Chief Executive Officer and Chief Financial Officer;

LaRosa, M.D., our Chief Medical Officer;

Cipriani, our former Senior Vice President, Chief Operating Officer.

SUMMARY COMPENSATION TABLE FOR 2025 AND 2024 FISCAL

The following table summarizes

all compensation earned by our named executive officers for the fiscal years ended March 31, 2025 and 2024.

Named And Principal Position

Chief Executive Officer and Chief Financial Officer

Chief Medical Officer

Senior Vice President, Chief Operating Officer

Includes a severance payment of $178,750 and a vacation payout of $17,438, each paid in connection with the executive’s termination of employment.

Narrative Disclosure to Executive Summary

Generally, the three principal

components of our executive compensation program for our named executive officers are base salary, executive cash bonus and long-term

incentive equity compensation.

We do not have any formal policies for allocating compensation among salary, performance bonus awards and

equity grants, short-term and long-term compensation or among cash and non-cash compensation.

Instead, the Compensation Committee considered

compensation information provided by Anderson Pay Advisors LLC, or Anderson, our compensation consultant, in determining the compensation

to recommend to the Board of Directors for its approval, that it believes appropriate to achieve the goals of our executive compensation

program and our corporate objectives.

We generally target providing total executive and director compensation at the 50% range for comparable

Base salary provides financial

stability and security to our named executive officers through a fixed amount of cash for performing job responsibilities.

named executive officers’ 2025 and 2024 calendar year base salaries are listed in the table below, which reflects the Compensation

Committees’ review of the data provided by Anderson and the Compensation Committee’s goal of setting salaries to be at the

50% range for comparable companies.

2025 Base Salary

2024 Base Salary

$ 500,000 (1)

$ 390,000 (2)

Frakes’ annual base salary was increased from $360,000 to $500,000, effective as of November 7, 2023 in connection with his appointment as interim Chief Executive Officer

Cipriani’s annual base salary was increased from $370,000 to $390,000, effective as of November 7, 2023 in connection with his appointment as Senior Vice President, Chief Operating Officer.

Cipriani’s employment was terminated on October 3, 2024.

Executive Cash Bonuses and Annual Cash Incentives

With respect to the fiscal

year ended March 31, 2025, we approved a cash bonus of $50,000 to our Chief Medical Officer.

We did not approve any annual cash incentives

for our named executive officers.

Equity-Based Incentive Awards

Individual stock option grants

are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their

retention value and total ownership, historical value of our stock, internal equity amongst executives and market data provided by Anderson.

In the fiscal year ended March 31, 2025, we did not approve any equity-based incentive awards for our named executive officers.

Granting of Certain Equity Awards Close in

Time to the Release of Material Nonpublic Information

We do not grant equity awards

in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock,

and do not time the public release of such information based on award grant dates.

Other than our RSU grants in every April to our independent

directors, we have not made any awards to any named executive officer or employee during the past two fiscal years.

Employment and Separation Agreements

On December 12, 2018, we entered

into an executive employment agreement with Mr.

Frakes, which was amended in November 2023 and currently governs the terms of his employment.

Effective November 7, 2023, in connection with his appointment as Interim Chief Executive Officer, the Board of Directors increased Mr.

Frakes’ annual base salary to $500,000.

On October 3, 2024, Mr.

Frakes was appointed as our permanent Chief Executive Officer.

will also continue to serve as Chief Financial Officer.

The agreement also provides

Frakes is eligible to receive an annual cash performance bonus, based on the achievement of individual and company performance

objectives to be established annually by the Board of Directors or its Compensation Committee.

The decision to award a bonus, and the

amount, is at the discretion of the Board of Directors or the Compensation Committee.

In the event Mr.

employment is terminated without cause or he resigns for good reason (as defined in the agreement), he will be entitled to continue receiving

his base salary and company-paid healthcare premiums for 12 months following such termination.

July 1, 2024, Lee Arnold, Chief Science Officer of the Company, was terminated by the Company.

As a result of Mr.

Cipriani’s termination,

that executive employment agreement entered into by and between Mr.

Arnold and the Company on February 1, 2023, (the “Employment

Agreement”), terminated July 1, 2024.

In connection with his departure, Mr.

Arnold is entitled to receive twelve months’ severance

and related separation benefits, consistent with the terms of his Employment Agreement.

October 3, 2024, Guy F.

Cipriani, Chief Operating Officer of the Company, has departed the Company.

Cipriani’s departure was

not related to the Company’s financial or operating results or to any disagreements or concerns regarding the Company’s financial

or reporting practices.

a result of Mr.

Cipriani’s departure, that executive employment agreement entered into by and between Mr.

Cipriani and the Company

on January 2, 2021, as amended (the “Employment Agreement”), terminated effective October 3, 2024.

In connection with his

departure, Mr.

Cipriani is entitled to receive twelve months’ severance and related separation benefits, consistent with the terms

of his Employment Agreement.

On January 4, 2021, we entered

into an executive employment agreement with Dr.

LaRosa, which governs the current terms of his employment with us.

annual base salary was increased by the Compensation Committee to $430,000, effective May 1, 2021, when Dr.

LaRosa assumed the additional

duties of interim Chief Scientific Officer, which he held until February 2023.

In addition, we paid Dr.

LaRosa a one-time signing bonus

LaRosa was eligible to receive a grossed-up reimbursement of relocation expenses pursuant to the terms of his

employment agreement.

In addition, the agreement provides that Dr.

LaRosa is eligible for an annual cash performance bonus for each year

with a target amount of 40% of Dr.

LaRosa’s then-current annual base salary, based upon our and Dr.

LaRosa’s achievement of

objectives and milestones to be determined on an annual basis by the Board of Directors (or Compensation Committee thereof).

LaRosa receives an annual bonus for any given year, and the amount of any such annual bonus, will be determined in the discretion of our

Board of Directors (or the Compensation Committee thereof).

The agreement also provides that if Dr.

LaRosa’s employment is terminated

without cause, or if he resigns for good reason (each as defined in the agreement), then Dr.

LaRosa will be entitled under his agreement

to continue to receive his annual base salary and payment of premiums for continuation of healthcare benefits for a period of 12 months

following such termination.

Outstanding Equity Awards at 2025 Fiscal Year-End

The following table sets forth

certain information concerning equity awards granted to our named executive officers that remained outstanding as of March 31, 2025.

OPTIONS AWARDS

Number of Securities Underlying Unexercised Options Exercisable

Number of Securities Underlying Unexercised Options Unexercisable

Option Exercise Price

Chief Executive Officer and

Chief Financial Officer

Chief Medical Officer

Cipriani, MBA,

Senior Vice President, Chief Operating Officer

This option is subject to vesting at a rate of 25% on the one year anniversary of the grant date of April 3, 2020, then monthly over the following 36 months, subject to Mr.

Frakes continued service with the Company.

This option is subject to vesting at a rate of 25% on the one year anniversary of the grant date of February 10, 2022, then monthly over the following 36 months, subject to Mr.

Frakes continued service with the Company.

This option is subject to vesting at a rate of 25% on the one year anniversary of the grant date of January 4, 2021, then monthly over the following 36 months, subject to Dr.

LaRosa’s continued service with the Company.

This option is subject to vesting at a rate of 25% on the one year anniversary of the grant date of February 10, 2022, then monthly over the following 36 months, subject to Dr.

LaRosa’s continued service with the Company.

This option is subject to vesting at a rate of 25% on the one year anniversary of the grant date of January 4, 2021, then monthly over the following 36 months, subject to Mr.

Cipriani’s continued service with the Company.

This option is subject to vesting at a rate of 25% on the one year anniversary of the grant date of February 10, 2022, then monthly over the following 36 months, subject to Mr.

Cipriani’s continued service with the Company.

Director Compensation for 2025 Fiscal Year

The following director compensation

disclosure reflects all compensation awarded to, earned by or paid to our then non-employee directors for the fiscal year ended March

or Paid in Cash

Broenniman (2)

Nicolas Gikakis (3)

Angela Rossetti (4)

In accordance with SEC rules, this column reflects the aggregate grant date fair value of the awards computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for stock-based compensation transactions.

Assumptions used in the calculation of these amounts are included in our consolidated financial statements in this Annual Report.

These amounts do not reflect the actual economic value that will be realized by our directors upon the vesting, exercise, or the sale of the shares of common stock underlying such awards.

In the fiscal year ended March 31, 2025, Mr.

Broenniman earned $30,000 in cash compensation for his services to us as non-executive Chairman and $67,500 related to his roles as a member of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee and as the chair of our Audit Committee, for an aggregate amount of $97,500.

Broenniman also received restricted stock units, or RSUs, valued at $50,000 for his ongoing service as a Board member pursuant to our Amended and Restated Non-Employee Director Compensation Policy, or Director Compensation Policy.

Gikakis served on our Audit Committee until September 30,2024.

In the fiscal year ended March 31, 2025, Mr.

Gikakis earned $48,750 for his roles as a director and as a member of our Audit Committee and Nominating and Corporate Governance Committee.

Gikakis also received RSUs valued at $50,000 for his ongoing service as a Board member pursuant to our Director Compensation Policy.

As of March 31, 2024, Mr.

Gikakis had 4,885 shares of common stock subject to outstanding RSUs.

In the fiscal year ended March 31, 2025, Ms.

Rossetti earned $63,000 for her roles as a director, a member of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee and as the chair of our Nominating and Corporate Governance Committee.

Rossetti also received RSUs valued at $50,000 for her ongoing service as a Board member pursuant to our Director Compensation Policy.

As of March 31, 2025, Ms.

Rossetti had no outstanding equity awards.

Shah served as a member of our Audit Committee until September 15, 2023.

In the fiscal year ended March 31, 2025, Dr.

Shah earned $63,750 for his roles as a director, a member of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee and as the chair of our Compensation Committee.

Shah also received RSUs valued at $50,000 for his ongoing service as a Board member pursuant to our Director Compensation Policy.

Non-Employee Director Compensation Policy

We maintain the Director Compensation

Policy, in which only non-employee directors may participate, pursuant to which such non-employee directors are entitled to receive cash

and equity compensation for their service on the Board of Directors and its committees.

Under the Director Compensation Policy in effect

during the fiscal year ended March 31, 2025, a newly appointed or elected eligible director will receive an initial grant of RSUs with

a grant date fair value of $75,000 or, at the discretion of our Board of Directors, options to acquire shares of common stock with a grant

date fair value of $75,000, based on the average of the closing prices of our common stock for the five trading day period ending on the

date of grant and will vest at a rate determined by the Board of Directors in its discretion, typically in equal quarterly installments

over one year.

In addition, under the Director

Compensation Policy, at the beginning of each fiscal year, each continuing director eligible to participate will receive a grant of RSUs

with a grant date fair value of $50,000 or, at the discretion of our Board of Directors, options to acquire shares of common stock with

a grant date fair value of $50,000, based on the average of the closing prices of our common stock for the five trading day period ending

on the date of grant and will vest at a rate determined by the Board of Directors in its discretion,

typically in equal quarterly installments over one year .

Under the Director Compensation

Policy in effect during the fiscal year ended March 31, 2025, in lieu of per meeting fees, eligible directors will receive an annual board

retainer fee of $40,000, as well as the following annual retainer fees:

Audit Committee chair - $15,000, Compensation Committee chair

- $15,000, Nominating and Corporate Governance Committee chair - $8,000, Audit Committee member - $7,500 (not applicable to the chair),

Compensation Committee member - $7,500 (not applicable to the chair) and Nominating Committee member - $5,000 (not applicable to the chair).

Additionally, the Chairperson of the Board of Directors will receive an additional annual board retainer fee of $30,000.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

The information required by this

item will be contained in the sections titled “Security Ownership of Certain Beneficial Owners and Management” and “Executive

and Director Compensation – Narrative Disclosure to Executive Summary – Equity-Based Incentive Awards” in our Proxy

Statement and is incorporated herein by reference.

The following table sets forth

information as of March 31, 2025, with respect to the ownership of our common stock, by (i) each person known by us to be the beneficial

owner of more than five percent (5%) of the outstanding shares of each class of our capital stock, (ii) each of our directors and director

nominees, (iii) each of our executive officers, and (iv) all of our named executive officers and directors as a group.

As of such date,

we had 2,585,316 shares of our common stock issued and outstanding, after adjustment for the 1-for-8 reverse stock split effective as

of the close of business on June 6, 2025 with an effective trading date of June 9, 2025.

We believe that each individual or entity named

has sole investment and voting power with respect to shares of common stock indicated as beneficially owned by them, subject to community

property laws where applicable, except where otherwise noted.

Unless otherwise indicated,

the address for each person listed in the table below is c/o Aethlon Medical, Inc., 11555 Sorrento Valley Road, Suite 203, San Diego,

NAME OF BENEFICIAL OWNER

NUMBER OF SHARES BENEFICIALLY

PERCENT OF SHARES BENEFICIALLY

Greater than 5% Stockholders

Armistice Capital, LLC

Ikarian Capital, LLC

Directors and Named Executive Officers

Frakes, Chief Executive Officer, Chief Financial Officer and Director

Broenniman, Chairman and Director

Shah, M.D., Director

Angela Rossetti, Director

LaRosa, M.D., Chief Medical Officer

Nicolas Gikakis, Director

All Current Directors and Executive Officers as a Group (6 members)

____________________

Calculated pursuant to Rule 13d-3(d)(1) of the Exchange Act.

Under Rule 13d-3(d)(1), shares not outstanding that are subject to options, warrants, rights or conversion privileges exercisable by a person within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person but not deemed outstanding for the purpose of calculating the percentage owned by each other person listed.

Based on 2,585,316 shares of common stock outstanding as of March 31, 2025,

as adjusted for the 1-for-8 reverse stock split effective as of the close of business on June 6, 2025 with an effective trading date of

June 9, 2025.

Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd.

(the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund.

Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund.

The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.

The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.

The address of the principal business office of each of the Reporting Persons is c/o Armistice Capital, LLC, 510 Madison Avenue, 7 th Floor, New York, NY 10022.

Represents shares of common stock held by Ikarian Healthcare Master Fund, L.P., a Cayman Islands exempted limited partnership (the “Fund”) and certain separate managed account.

The Fund, and certain separately managed accounts managed by Ikarian Capital (collectively, the "Managed Accounts"), are the record owners of the securities covered by this statement.

Ikarian Capital is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and serves as investment manager to the Fund and as sub-adviser to the Managed Accounts, and may be deemed to have beneficial ownership of the securities covered by this statement through the investment discretion it has over the Fund and the Managed Accounts.

Ikarian Capital is ultimately controlled, indirectly, by Mr.

Accordingly, Mr.

Shahrestani may be deemed to indirectly beneficially own securities beneficially owned by Ikarian Capital.

The Fund disclaims beneficial ownership of the shares held by the Managed Accounts.

The Managed Accounts disclaim beneficial ownership of the shares held by the Fund.

The address of the principal business office of each of the Reporting Persons is c/o Ikarian Capital, LLC, 100 Crescent Court, Suite 1620, Dallas, Texas 75201.

Consists of (i) 30 shares of common stock and (ii) 2,805 shares subject to stock options that are currently exercisable or will be exercisable within 60 days of March 31, 2025.

Consist of 4,887 shares of common stock

Consist of 3,923 shares of common stock.

Consists of 6,208 shares of common stock.

2,552 shares subject to stock options that are currently exercisable or will be exercisable within 60 days of March 31,

Consists of 3,569 shares

of common stock

Equity Compensation Plans

The following table sets forth information, as

of March 31, 2025, about our equity compensation plans in effect as of that date:

Plan category

Number of securities

upon exercise

of outstanding

options, warrants

Weighted-average

exercise price of

outstanding options, warrants and rights

Number of securities

remaining available

for future issuance

compensation plans

(excluding securities

reflected in column

Equity compensation plans approved by security holders (2)

Equity compensation plans not approved by security holders (3)

Net of equity instruments forfeited, exercised or expired.

Excludes RSU grants to our officers and directors during the fiscal year ended March 31, 2025, since all of the shares underlying the RSUs had been issued during that fiscal year and there were no outstanding RSUs as of March 31, 2025.

As of March 31, 2025, we did not have any equity compensation plans that were not approved by our stockholders.

Item 402(v) Pay Versus Performance

are providing the following information about the relationship between executive compensation actually paid and certain financial performance

of our company as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation

The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation

Committee view the link between the Company’s performance and named executive officer (“NEO”) pay.

This disclosure is

intended to comply with the requirements of Item 402(v) of Regulation S-K applicable to “smaller reporting companies.” For

additional information about our compensation philosophy and how we seek to align executive compensation with the Company’s performance,

refer to “Executive and Director Compensation” section above.

Required Tabular Disclosure of Pay Versus Performance

amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid

to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K.

Use of the term “compensation

actually paid” is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts

differ from compensation actually received by the individuals and the compensation decisions described in the “Executive and Director

Compensation” section above.

With the exception of Charles J.

Fisher as PEO during the 2023 fiscal year, our Chief Executive Officer

is our principal executive officer and is referred to as PEO in the headers in the following tables.

PAY VERSUS PERFORMANCE

Compensation Table Total for PEO 1 (1)

Actually Paid to PEO 1 (2)(4)

Compensation Table Total for PEO 2 (1)

Actually Paid to PEO 2 (3)(4)

Summary Compensation Table Total for Non-PEO NEOs (5)

Compensation Actually Paid to Non-PEO NEOs (6)

of Initial Fixed $100 Investment Based On Total Shareholder Return (7)

Income (Loss)

(millions) (8)

The dollar amounts reported in these columns (b) are the amounts of total compensation reported for our respective PEOs for each corresponding year in the “Total” column of the Summary Compensation Table.

Refer to “Executive Compensation — Summary Compensation Table.”

Fisher, Jr., M.D.

served as the Company’s Chief Executive Officer for the entirety of the year fiscal year ended March 31, 2023 and through November 7, 2023, and served as the Company’s PEO for such period.

Frakes was appointed as the Company’s Chief Executive Officer, effective November 7, 2023, and served as the Company’s PEO from such date through March 31, 2024.

The dollar amounts reported in columns (c) represent the amount of “compensation actually paid” to Dr.

Fisher and Mr.

Frakes in the periods during which they served as PEO, respectively, as computed in accordance with Item 402(v) of Regulation S-K.

The dollar amounts do not reflect the actual amount of compensation earned by or paid to our PEOs during the applicable year.

In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the reported total compensation for our PEOs for each year to determine the compensation actually paid:

Compensation Table Total

Fair Value of Equity Awards as reported in Summary Compensation Table (a)

Fiscal Year-End

Fair Value of Equity Awards Granted in the Fiscal Year

Change in Fair

Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years

of Equity Awards Granted in the Fiscal Year that Vested in the Fiscal Year

Change in Fair

Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year

Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year

Actually Paid (b)

The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” column in the Summary Compensation Table for the applicable year.

Amount of equity award adjustments may differ from amount reported in the table above due to rounding.

The fair values of stock options vested during the fiscal year or outstanding as of fiscal year end were estimated using the Black-Scholes option pricing model with the following assumptions, which may be materially different from the assumptions used for estimating the grant-date fair value as reported in the “Option Awards” columns in the Summary Compensation Table:

Year Ended March 31,

Expected term (in years)

Expected volatility

Risk-free interest rate

Expected dividend rate

The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group (excluding our PEOs) in the “Total” column of the Summary Compensation Table in each applicable year.

The NEOs (excluding our PEO) included for purposes of calculating the average amounts in each applicable year are Dr.

LaRosa and Mr.

The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to our non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K.

The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year.

In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the reported total compensation for each year to determine the compensation actually paid:

Average of Non-PEO NEOs

Summary Compensation Table Total

Grant Date Fair Value of Equity Awards as reported in Summary Compensation Table (a)

Fiscal Year-End Fair Value of Equity Awards Granted in the Fiscal Year

Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years

Fair Value of Equity Awards Granted in the Fiscal Year that Vested in the Fiscal Year

Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year

Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year

Compensation Actually Paid (b)

The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” column in the Summary Compensation Table for the applicable year.

Amount of equity award adjustments may differ from amount reported in the table above due to rounding.

Year Ended March 31,

Expected term (in years)

Expected volatility

Risk-free interest rate

Expected dividend rate

TSR is determined based on the value of an initial fixed investment of $100 on March 31, 2022.

Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

Net loss attributable to Aethlon as reported in the Company’s consolidated financial statements for the applicable year.

Required Narrative Disclosure to Pay Versus

Performance Table

In accordance with Item 402(v) of Regulation

S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table

Compensation Actually Paid and Net Income

Because the Company is a pre-commercial stage

company, we had no revenue during the periods presented, other than revenue associated with government contracts and grants.

Consequently,

we do not use net income (loss) as a performance measure in our executive compensation program.

Moreover, as a pre-commercial

stage company with limited revenue, we do not believe there is any meaningful relationship between our net loss and compensation

actually paid to our NEOs during the periods presented.

Compensation Actually Paid and Cumulative TSR

The chart below shows the relationship between

the compensation actually paid to our PEOs and the average compensation actually paid to our non-PEO NEOs, on the one hand, to the Company’s

cumulative TSR over the three years presented in the table, on the other.

All information provided above under the “Item

402(v) Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the

Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and

irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such

information by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR

The information required by this

item will be contained in the sections titled “Information About our Board of Directors and Executive Officers – Board of

Directors” and “Certain Relationships and Related Transactions” in our Proxy Statement and is incorporated herein by

The following describes all

transactions since April 1, 2023, and all proposed transactions, in which we were or are to be a participant and the amount involved

exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years,

and in which any related person had or will have a direct or indirect material interest.

In making such decisions our Audit Committee

considers and approves or disapproves any related party transaction as defined under SEC Regulation Item 404, to the extent required

by SEC regulations.

Separation Agreement with Former CEO

In connection with Charles

M.D.’s resignation as the Company’s Chief Executive Officer, effective November 2023, (the “Fisher Separation

Date”), in accordance with the terms of his Executive Employment Agreement with the Company, dated as of October 30, 2020 (the “Fisher

Employment Agreement”), and pursuant to Dr.

Fisher’s Separation Agreement with the Company, effective as of November 27, 2023

(the “Fisher Separation Agreement”), the Company will provide Dr.

Fisher with (1) cash severance equivalent to twelve months

Fisher’s base salary in effect as of the Separation Date, subject to standard payroll deductions and withholdings, payable

over the Company’s regular payroll schedule over the twelve months following the Separation Date;

(2) the accelerated vesting on

fifty percent (50%) of the outstanding and unvested equity awards held by Dr.

Fisher that were subject to time-based vesting as of the

Fisher Separation Date, which were deemed fully vested and exercisable as of the Fisher Separation Date;

and (3) reimbursement of COBRA

healthcare premium costs for the same level of coverage Dr.

Fisher had during his employment with the Company, until the earliest of (i)

twelve months from November 27, 2023, (ii) the date Dr.

Fisher becomes eligible for substantially equivalent healthcare coverage through

another source, or (iii) the expiration of Dr.

Fisher’s eligibility for the continuation coverage.

Further, and pursuant to the

Separation Agreement, Dr.

Fisher provided the Company with a general release of all claims, effective November 27, 2023.

Separation Agreement with Former COO

Guy Cipriani’s termination

as the Company’s Chief Operating Officer effective October 2024 (the “Cipriani Separation Date”), in accordance with

the terms of his Executive Employment Agreement with the Company, dated as of October 30, 2020 (the “Cipriani Employment Agreement”),

and pursuant to Mr.

Cipriani’s Separation Agreement with the Company, effective as of October 3, 2024 (the “Cipriani Separation

Agreement”), the Company will provide Mr.

Cipriani with (1) cash severance equivalent to twelve months of Mr.

Cipriani’s base

salary in effect as of the Separation Date, subject to standard payroll deductions and withholdings, payable over the Company’s

regular payroll schedule over the twelve months following the Separation Date and (2) reimbursement of COBRA healthcare premium costs

for the same level of coverage Mr.

Cipriani had during his employment with the Company, until the earliest of (i) twelve months from October

3, 2024, (ii) the date Mr.

Cipriani becomes eligible for substantially equivalent healthcare coverage through another source, or (iii)

the expiration of Mr.

Cipriani’s eligibility for the continuation coverage.

Further, and pursuant to the Separation Agreement, Mr.

Cipriani provided the Company with a general release of all claims, effective October 3, 2024.

Separation Agreement with Former CSO

Lee Arnold’s termination

as the Company’s Chief Science Officer effective July 1, 2024 (the “Arnold Separation Date”), in accordance with the

terms of his Executive Employment Agreement with the Company, dated as of February 1, 2023 (“Arnold Employment Agreement”),

and pursuant to Mr.

Arnold’s Separation Agreement with the Company, effective as of July 1, 2024 (the “Arnold Separation Agreement”),

the Company will provide Mr.

Arnold with (1) cash severance equivalent to twelve months of Mr.

Arnold’s base salary in effect as

of the Arnold Separation Date, subject to standard payroll deductions and withholdings, payable over the Company’s regular payroll

schedule over the twelve months following the Separation Date and (2) reimbursement of COBRA healthcare premium costs for the same level

of coverage Mr.

Arnold had during his employment with the Company, until the earliest of (i) twelve months from July 1, 2024, (ii) the

Arnold becomes eligible for substantially equivalent healthcare coverage through another source, or (iii) the expiration of Mr.

Arnold’s eligibility for the continuation coverage.

Further, and pursuant to the Arnold Separation Agreement, Mr.

Arnold provided

the Company with a general release of all claims, effective July 1, 2024.

Employment Arrangements

We currently have written

employment agreements with our executive officers.

For information about our employment agreements with our named executive officers,

refer to “Executive and Director Compensation — Employment Contracts.”

Equity Awards Granted to Executive Officers

and Directors

We have granted stock options

and RSUs to our executive officers and directors.

For information about our grants of stock option awards and RSUs to our named executive

officers and our directors, refer to “Executive and Director Compensation — Outstanding Equity Awards at

2024 Fiscal Year-End,” “Executive and Director Compensation — Director Compensation for 2024 Fiscal

Year” and “Executive and Director Compensation — Non-Employee Director Compensation Policy.”

Indemnification Agreements

We have entered into and intend

to continue to enter into indemnification agreements with each of our directors and our officers.

The indemnification agreements, our

Articles of Incorporation, as amended, and our Amended and Restated Bylaws require us to indemnify our directors and officers to the fullest

extent permitted by Nevada law.

Policies and Procedures for Transactions with

Related Persons

We maintain a written policy

that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common

stock and any members of the immediate family or affiliate of any of the foregoing persons are not permitted to enter into a related person

transaction with us without the approval or ratification of the Audit Committee.

Any request for us to enter into a transaction with an

executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our common stock, or

any member of the immediate family or affiliate of any of the foregoing persons, in which the amount involved exceeds $120,000 and such

person would have a direct or indirect interest, must be presented to the Audit Committee for review, consideration and approval.

or rejecting any such proposal, the Audit Committee is to consider the material facts of the transaction, including whether the transaction

is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and

the extent of the related person’s interest in the transaction.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this

item will be contained in the section titled “Ratification of Appointment of Independent Registered Public Accounting Firm”

in our Proxy Statement and is incorporated herein by reference.

The following table presents

fees for professional services billed by Haskell & White and Baker Tilly during the fiscal years ended March 31, 2025 and 2024:

Audit Fees(1)

include fees for professional services rendered in connection with the audit of our annual financial statements for fiscal years

2025 and 2024 and for reviews of our quarterly financial statements and those services normally provided in connection with statutory

or regulatory filings or engagements including comfort letters, consents and other services related to SEC matters.

Tax Fees include the aggregate

fees billed during fiscal year 2025 for professional services for preparation of income tax returns.

Policy on Audit Committee Pre-approval of

Audit and Permissible Non-audit Services of Independent Auditor

Our Audit Committee is responsible

for pre-approving all audit, audit-related, tax and other permitted non-audit services to be performed for us by our independent auditor.

The Audit Committee approved all of the services for which Baker Tilly billed us as set forth in the above table.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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(a)(1) Financial Statements.

The response to this portion of Item 15 is set forth

under Part II, Item 8 above.

The response to this portion of Item 15 is set

forth under Part II, Item 8 above.

(a)(2) Financial Statement Schedules.

3 unchanged sentences

(a)(3) Exhibits required by Item 601 of Regulation

Incorporated by Reference

Filed Herewith

Articles of Incorporation, as amended.

2 unchanged sentences

September 12, 2019

Form of Common Stock Certificate.

of Common Stock Certificate.

December 31, 2014

Form of Warrant to Purchase Common Stock.

of Warrant to Purchase Common Stock.

December 11, 2019

Form of Underwriter Warrant.

of Underwriter Warrant.

December 11, 2019

Form of Common Stock Purchase Warrant.

of Common Stock Purchase Warrant.

January 17, 2020

Form of Class A Warrant to Purchase Common Stock, issued on May 17, 2024.

Form of Class B Warrant to Purchase Common Stock, issued on May 17, 2024.

Form of Pre-Funded Warrant to Purchase Common Stock, issued on May 17, 2024.

Form of Placement Agent Warrant to Purchase Common Stock, issued on May 17, 2024.

of Class A Warrant to Purchase Common Stock, issued on May 17, 2024.

of Class B Warrant to Purchase Common Stock, issued on May 17, 2024.

of Pre-Funded Warrant to Purchase Common Stock, issued on May 17, 2024.

of Placement Agent Warrant to Purchase Common Stock, issued on May 17, 2024.

Description of Aethlon Medical, Inc.’s Securities.

June 25, 2020

Incorporated by Reference

Filed Herewith

Aethlon Medical, Inc.

F orm of New Warrant to purchase Common Stock issued on March 17, 2025

March 17, 2025

Medical, Inc.

Amended and Restated Non-Employee Director Compensation Policy, as Modified on February 10, 2022.

February 14, 2022

Employment Agreement, by and between Aethlon Medical, Inc.

Agreement, by and between Aethlon Medical, Inc.

and James Frakes, dated December 12, 2018.

February 11, 2019

Amendment No.

1 to Executive Employment Agreement, effective as of November 7, 2023, by and between the Company and James B.

December 22, 2023

Form of Indemnification Agreement for Officers and Directors.

of Indemnification Agreement for Officers and Directors.

February 11, 2019

Form of Option Grant Agreement for Officers and Directors.

of Option Grant Agreement for Officers and Directors.

February 11, 2019

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for Directors.

of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for Directors.

February 11, 2019

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for Executives.

of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for Executives.

February 11, 2019

Assignment Agreement, by and between Aethlon Medical, Inc.

Agreement, by and between Aethlon Medical, Inc.

and London Health Sciences Center Research Inc., dated November 7, 2006.

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Aethlon Medical, Inc.

2020 Equity Incentive Plan, Form of Restricted Stock Grant, Form of Option Grant and Agreement.

September 19, 2022

Employment Agreement between the Company and Dr.

2020 Equity Incentive Plan as amended,, Form of Restricted Stock Grant, Form of Option Grant and Agreement.

October 2, 2024

Agreement between the Company and Dr.

Fisher, dated October 30, 2020.

November 3, 2020

Separation Agreement between the Company and Dr.

Agreement between the Company and Dr.

Fisher, effective as of November 27, 2023.

November 27, 2023

Lease, by and between the Company and San Diego Inspire 1, LLC.

by and between the Company and San Diego Inspire 1, LLC.

and San Diego Inspire 2, LLC, effective December 7, 2020.

February 10, 2021

Incorporated by Reference

Filed Herewith

Executive Employment Agreement between the Company and Guy Cipriani, dated January 1, 2021.

February 10, 2021

Amendment No.

Employment Agreement between the Company and Guy Cipriani, dated January 1, 2021.

1 to Executive Employment Agreement, effective as of November 7, 2023, by and between the Company and Guy F.

December 22, 2023

Executive Employment Agreement between the Company and Steven P.

Employment Agreement between the Company and Steven P.

LaRosa, MD, dated January 4, 2021.

February 10, 2021

Executive Employment Agreement, by and between Aethlon Medical, Inc.

Employment Agreement, by and between Aethlon Medical, Inc.

Arnold, Ph.D., dated February 1, 2023.

February 13, 2023

Lease between Aethlon Medical, Inc.

between Aethlon Medical, Inc.

and San Diego Inspire 5, LLC, effective October 27, 2021.

November 9, 2021

At the Market Offering Agreement, dated March 24, 2022, by and between Aethlon Medical, Inc.

the Market Offering Agreement, dated March 24, 2022, by and between Aethlon Medical, Inc.

Wainwright & Co., LLC.

March 24, 2022

Amendment No.

1 to Executive Employment Agreement, by and between Aethlon Medical, Inc.

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June 28, 2023

Form of Inducement Letter dated March 17, 2025

March 17, 2025

Insider Trading Policy .

List of Subsidiaries.

Consent of Independent Registered Public Accounting Firm.

Power of Attorney (see signature page)

Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.

Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(b) or 15d-14(b) of the Exchange Act and 18 U.S.C.

Consent of Haskell & White LLP, Independent Registered Public Accounting Firm.

Consent of Baker Tilly US, LLP, Independent Registered Public Accounting Firm.

of Attorney (see signature page)

Certification

of the Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange

Certification

of the Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(b) or 15d-14(b) of the Exchange Act and

Section 1350.

Incorporated by Reference

Exhibit Description

Filed Herewith

Incentive Compensation Recoupment Policy.

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File

because its XBRL tags are embedded within the Inline XBRL document)

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Inline XBRL Taxonomy Extension Schema Document

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of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on

its behalf by the undersigned, thereunto duly authorized, o n the 27 th d ay of

INTERIM CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER.

its behalf by the undersigned, thereunto duly authorized, o n the 26th d ay of June, 2025.

CHIEF EXECUTIVE OFFICER

CHIEF FINANCIAL OFFICER.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person

whose signature appears below constitutes and appoints James B.

Frakes his or her true and lawful attorney-in-fact and agent, with full

power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments

KNOW ALL PERSONS BY THESE PRESENTS, that each

person whose signature appears below constitutes and appoints James B.

Frakes his or her true and lawful attorney-in-fact and agent, with

full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments

to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with

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may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of

the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant

Pursuant to the requirements

of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant

and in the capacities and on the dates indicated.

Interim Chief Executive Officer and Chief Financial Officer, Principal Executive Officer, Principal Financial and Accounting Officer and Director

Chief Executive Officer and Chief Financial Officer,

June 26, 2025

Principal Executive Officer, Principal Financial and Accounting Officer and Director

/s/ EDWARD G.

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Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (Baker Tilly US, LLP, San Diego, CA PCAOB ID No.

Report of Independent Registered Public Accounting Firm (Haskell & White LLP, San Diego, CA PCAOB ID No 200 )

Report of Independent Registered Public Accounting Firm (Baker Tilly,

San Diego, CA PCAOB ID No 23 )

Consolidated Balance Sheets as of March 31, 2025 and 2024

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Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and Stockholders

Aethlon Medical, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheets of Aethlon Medical, Inc.

and its subsidiary (the Company) as of March 31, 2024 and 2023, the related consolidated statements of

operations and comprehensive loss, equity and cash flows for the years then ended, and the related notes to the consolidated financial

statements (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of March 31, 2024 and 2023, and the results of its operations and its cash flows for the years

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated

balance sheet of Aethlon Medical, Inc.

(the “Company”) as of March 31, 2025, and the related consolidated statements of operations

and comprehensive loss, equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated

financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated

financial position of the Company as of March 31, 2025, and the consolidated results of its operations and its cash flows for the year

then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The consolidated financial statements of the Company

as of and for the year ended March 31, 2024 (the “fiscal 2024 consolidated financial statements”), before the effects of the

retroactive adjustments described in Note 4 with respect to the one-for-eight reverse stock split effective as of the close of business

on June 6, 2025 with an effective trading date of June 9, 2025, and the comparative disclosures related to the adoption of updated segment

reporting standards as discussed in Note 9, were audited by other auditors whose report dated June 27, 2024, expressed an unqualified

opinion, with an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern on

those statements.

We also audited the adjustments described in Note 1 that were applied retroactively to the fiscal 2024 consolidated

financial statements to reflect the June 9, 2025 one-for-eight reverse stock split, as described in in Note 4 and with respect to segment

reporting in Note 9, and the related disclosures therein.

In our opinion, such adjustments and related disclosures are appropriate and

have been properly applied.

We were not engaged to audit, review, or apply any procedures to the fiscal 2024 consolidated financial statements

of the Company other than with respect to the adjustment and disclosures referred to herein and, accordingly, we do not express an opinion

or any other form of assurance on the fiscal 2024 consolidated financial statements taken as a whole.

Substantial Doubt About the Company’s

Ability to Continue as a Going Concern

The accompanying consolidated financial statements

have been prepared assuming the Company will continue as a going concern.

As discussed in Note 1 of the consolidated financial statements,

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements,

the Company has recurring losses from operations, an accumulated deficit, expects to incur losses for the foreseeable future and requires

additional working capital.

These are the reasons that raise substantial doubt about the Company’s ability to continue as a going

Management’s plans in regard to these matters are also described in Note 1.

The consolidated financial statements do not

contain any adjustments that might result from the outcome of this uncertainty.

additional working capital to achieve its operating plans.

These conditions raise substantial doubt about the Company’s ability

to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1 to the consolidated financial

The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability

and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM (Continued)

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are

required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)

(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws

and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from

the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially

challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ Haskell & White LLP

HASKELL & WHITE LLP

We have served as the Company’s auditor since 2024.

June 26, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the shareholders and the board of directors of Aethlon Medical,

Opinion on the Financial Statements

We have audited, before the effects of the adjustments to retrospectively

apply the changes in presentation of the Company’s segment disclosure described in Notes 1 and 9 and the effects of the 1-for-8

reverse stock split described in Note 4, the accompanying consolidated balance sheet of Aethlon Medical, Inc.

and its subsidiary (the

"Company") as of March 31, 2024, the related consolidated statements of operations and comprehensive loss, equity, and cash

flows for the year then ended, and the related notes (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements, before the effects of the adjustments to retrospectively apply the changes in presentation

of the Company’s segment disclosure described in Notes 1 and 9 and the effects of the 1-for-8 reverse stock split described in Note

4, present fairly, in all material respects, the financial position of the Company as of March 31, 2024, and the results of their operations

and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the

adjustments to retrospectively apply the changes in segment presentation described in Notes 1 and 9 and reverse stock split in Note 4,

and accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been

properly applied.

The adjustments were audited by other auditors.

Going Concern Uncertainty

The accompanying consolidated financial statements have been prepared

assuming the Company will continue as a going concern.

As discussed in Note 1 of the consolidated financial statements, the Company has

recurring losses from operations, an accumulated deficit, expects to incur losses for the foreseeable future and requires additional working

These are the reasons that raise substantial doubt about the Company’s ability to continue as a going concern.

plans in regard to these matters are also described in Note 1.

The consolidated financial statements do not contain any adjustments that

might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the

Company's management.

Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and

are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules

and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements

are free of material misstatement, whether due to error or fraud.

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an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal

As part of our audit we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control

1 unchanged sentence

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the

current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,

or complex judgments.

We determined that there are no critical audit matters.

Our audit included performing procedures to assess the risks of material

misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for

/s/ Baker Tilly US, LLP

We have served as the Company's auditor since 2001.

We served as the Company's auditor from 2001 to 2024.

San Diego, California

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Property and equipment, net

Right-of-use lease asset, net

Operating lease right-of-use asset

Restricted cash

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Due to related parties

Lease liability, current portion

Operating lease liability, current portion

Other current liabilities

TOTAL CURRENT LIABILITIES

Lease liability, less current portion

Operating lease liability, less current portion

TOTAL LIABILITIES

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Common stock, $ 0.001 par value, 60,000,000 shares authorized at March 31, 2025 and 2024;

2,629,725 and 2,299,259 shares issued and outstanding at March 31, 2024 and 2023, respectively

2,585,239 and 328,728 shares issued and 2,010,739 and 328,728 outstanding at March 31, 2025 and 2024, respectively

Additional paid-in capital

3 unchanged sentences

( 154,566,728 )

TOTAL AETHLON MEDICAL, INC.

STOCKHOLDERS’ EQUITY BEFORE NONCONTROLLING INTERESTS

TOTAL STOCKHOLDERS’ EQUITY

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Years Ended March 31,

Government contract and grant revenue

Total revenues

OPERATING COSTS AND EXPENSES

6 unchanged sentences

( 12,636,568 )

OTHER EXPENSE (INCOME)

Loss on dissolution of subsidiary

Interest income and other

Other expense (income)

OTHER EXPENSE (INCOME), NET

Interest income

Interest expense

Other expense

Total other expense (income), net

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

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FOR THE YEARS ENDED MARCH 31, 2025 AND 2024

ATTRIBUTABLE TO AETHLON

MEDICAL, INC.

COMPREHENSIVE

ACCUMULATED COMPREHENSIVE

BALANCE - MARCH 31, 2023

1 unchanged sentence

$ ( 142,358,554 )

$ ( 141,708 )

Issuances of common stock for cash

under at the market program

Issuance of common shares upon vesting

of restricted stock units and net stock option exercise

Loss on dissolution of subsidiary

Issuances of common stock for cash under at the market program, net

Rounding for reverse split

Issuance of common shares upon vesting of restricted stock units and net stock option exercises

Reversal of accrued commission liability

Stock-based compensation expense

5 unchanged sentences

$ ( 154,566,728 )

Issuances of common stock for cash

under at the market program

Rounding for reverse split

Issuance of common shares upon vesting

of restricted stock units

Reversal of accrued commission liability

Issuances of common stock for public offering

Issuances of common stock for Class A and Class B warrant exercises, net

Issuance of common shares upon vesting of restricted stock units and net stock option exercises

Stock-based compensation expense

Warrant inducement expense, net

( 13,388,089 )

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Loss on disposal of property, plant and equipment

Loss on dissolution of Subsidiary

Non-cash lease expense

Warrant Inducement Expense

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses and other current assets

Accounts payable and other current liabilities

Deferred revenue

Due to related parties

4 unchanged sentences

Purchases of property and equipment

Net cash used in investing activities

Cash used in investing activities

Cash flows from financing activities:

1 unchanged sentence

Net proceeds from the issuance of common stock

Proceeds from exercise of warrants – standard terms

Proceeds from exercise of warrants – induced terms

Commission paid related to warrant inducement

Legal fees paid related to warrant inducement

Net cash provided by financing activities

Effect of Exchange Rate on Changes on Cash

Net decrease in cash and restricted cash

( 9,090,965 )

Net increase (decrease) in cash and cash equivalents and restricted cash

( 9,090,965 )

Cash and restricted cash at beginning of year

Cash and restricted cash at end of year

Cash and cash equivalents restricted cash at beginning of year

Cash and cash equivalents and restricted cash at end of year

Supplemental information of non-cash investing and financing activities:

Initial recognition of right-of-use lease asset and lease liability

Issuance of shares under vested restricted stock units, net stock option exercises and unvested share issuance for services

Disposal of fully depreciated property

Reversal of accrued commission liability (see Note 6)

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ORGANIZATION, LIQUIDITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Aethlon Medical, Inc., or Aethlon, the Company, we

or us, is a medical therapeutic company focused on developing the Hemopurifier, a clinical-stage immunotherapeutic device designed to

combat cancer and life-threatening viral infections and for use in organ transplantation.

In human studies, 164 sessions with 38 patients,

the Hemopurifier was safely utilized and demonstrated the potential to remove life-threatening viruses.

Aethlon Medical, Inc.

the “Company,” “we” or “us”) is a medical therapeutic company focused on developing the Hemopurifier,

a clinical-stage immunotherapeutic device designed to combat cancer and life-threatening viral infections and with additional potential

applications e in organ transplantation and other areas of significant unmet needs.

In human studies, 164 sessions with 38 patients, the

Hemopurifier was safely utilized and demonstrated the potential to remove life-threatening viruses.

In pre-clinical studies, the Hemopurifier

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metastasis, and in life-threatening infectious diseases.

Food and Drug Administration, or FDA, has designated the Hemopurifier

as a “Breakthrough Device” for two independent indications:

· the treatment of individuals with advanced or metastatic cancer

who are either unresponsive to or intolerant of standard of care therapy, and with cancer types in which exosomes have been shown to

participate in the development or severity of the disease;

· the treatment of life-threatening viruses that are not addressed

with approved therapies.

We believe the Hemopurifier may be a substantial advancement

in the treatment of patients with advanced and metastatic cancer through its design to bind to and remove harmful exosomes and exosomal

particles that promote the growth and spread of tumors.

In October 2022, we formed a wholly-owned subsidiary in Australia to initially

conduct oncology-related clinical research, then seek regulatory approval and commercialize our Hemopurifier in Australia.

We are currently

working with our contract research organization, or CRO, on preparations to conduct a clinical trial in Australia in patients with solid

tumors, including head and neck cancer, and gastrointestinal cancers.

In January 2023, we entered into an agreement with

North American Science Associates, LLC, or NAMSA, a world leading medical technology CRO offering global end-to-end development services,

to oversee our planned clinical trials investigating the Hemopurifier for oncology indications.

Pursuant to the agreement, NAMSA agreed

to manage our planned clinical trials of the Hemopurifier for patients in the United States and Australia with various types of cancer

We recently completed an in vitro binding study of relevant oncology

targets, to provide pre-clinical evidence to support our trial design and translational endpoints.

Our study indicated positive results

from this study, providing evidence that our Hemopurifier removes extracellular vesicles, or EVs, from plasma.

This translational study

provides pre-clinical evidence to support our planned phase 1 safety, feasibility and dose-finding clinical trials of our Hemopurifier

in patients with solid tumors who have stable or progressive disease during anti-PD-1 monotherapy treatment, such as Keytruda® or

In addition to an interested initial trial site in India, we had three interested sites in Australia that were awaiting our

completion of this in vitro binding study.

We added the data from this study to our Clinical Investigator Brochure and submitted

that brochure to the Ethics Committee of Royal Adelaide Hospital in Australia and in June 2024, we received approval for our proposed

phase 1 oncology trial from the Ethics Committee from Royal Adelaide Hospital.

We are currently in the process of applying to the Ethics

Committees of the two additional interested clinical trial sites in Australia and the site in India.

Food and Drug Administration (“FDA”) has designated the

Hemopurifier as a “Breakthrough Device” for two independent indications:

the treatment of individuals with advanced or metastatic cancer who are either unresponsive to or intolerant of standard of care therapy, and with cancer types in which exosomes or exosomal particles have been shown to participate in the development or severity of the disease;

the treatment of life-threatening viruses that are not addressed with approved therapies.

We believe that the Hemopurifier

may be a substantial advancement in the treatment of patients with advanced and metastatic cancer through its design to bind to and remove

harmful remove harmful extracellular vesicles particles that promote the growth and spread of tumors.

In October 2022, we formed a wholly-owned

subsidiary in Australia to initially conduct oncology-related clinical research, then seek regulatory approval and commercialize our Hemopurifier

in Australia.

We completed an in vitro

binding study of extracellular vesicles from cancer patient samples, to provide pre-clinical evidence to support our trial design and

translational endpoints.

Our study indicated positive results from this study, providing evidence that our Hemopurifier removes extracellular

vesicles, or EVs, from plasma.

This translational study provides pre-clinical evidence to support our phase 1 safety, feasibility and

dose-finding clinical trials of our Hemopurifier in patients with solid tumors who have stable or progressive disease during anti-PD-1

monotherapy treatment, such as Keytruda® or Opdivo®.

We have launched in an Australia

safety, feasibility and dose-finding clinical trials of the Hemopurifier in cancer patients with solid tumors who have stable or progressive

disease during anti-PD-1 monotherapy treatment, such as Keytruda® (pembrolizumab) or Opdivo® (nivolumab).

The primary endpoint

of the approximately nine to 18-patient, is safety.

Exploratory analyses will be conducted to explore the number of HP treatments required

to produce sustained reductions of EVs as well as improve anti-tumor T cell activity.

We plan to open a similarly designed trial in India.

The following three hospitals

in Australia have received ethics committee approval, have gone through training on our device and are open for patient enrollment:

Adelaide Hospital in Adelaide, Australia and Pindara Private Hospital in the Gold Coast section of Australia and GenesisCare North Shore

Hospital in Sydney, Australia.

As of 16JUN2025 we have treated three participants in the first of the three treatment cohorts.

patients have completed the pre-specified 7-day safety follow-up period, the data will be presented to an independent Data Safety Monitoring

Board (DSMB).

The DSMB will provide a recommendation to Aethlon senior leadership on advancing to the next cohort where participants will

receive 2 HP treatments during the one week treatment period.

The Company continues to pursue

approval of a similar clinical trial in India.

HREC approval has previously been obtained at Medanta Medicity Hospital.

Following this

a meeting with Subject Expert Committee (SEC) of the India Regulatory Agency CDSCO was held 5JUN2025.

We are awaiting the formal approval

letter of the CDSCO.

The clinical trial at Medanta can commence following a Site Initiation Visit (SIV) by the company’s India CRO,

Life-Threatening Viral Infections

We also believe that the Hemopurifier can be part

of the broad-spectrum treatment of life-threatening highly glycosylated, or carbohydrate coated, viruses that are not addressed with an

already approved treatment.

In small-scale or early feasibility human studies, the Hemopurifier has been used in the past to treat individuals

infected with human immunodeficiency virus, or HIV, hepatitis-C and Ebola.

Additionally, in vitro, the Hemopurifier has been

demonstrated to capture Zika virus, Lassa virus, MERS-CoV, cytomegalovirus, Epstein-Barr virus, Herpes simplex virus, Chikungunya virus,

Dengue virus, West Nile virus, smallpox-related viruses, H1N1 swine flu virus, H5N1 bird flu virus, Monkeypox virus and the reconstructed

Spanish flu virus of 1918.

In several cases, these studies were conducted in collaboration with leading government or non-government research

We believe the Hemopurifier can be part of the treatment of severe SARS-CoV-2

viremia/COVID-19, or COVID-19, cases.

COVID viremia is detected in approximately 34% of patients and is associated with severity, requirement

for intensive care unit, or ICU, stay, development of multi-organ failure and poor outcomes.

EVs and exosomal miRNAs may play a role in

the spread of infection as well as ongoing inflammation, development of coagulopathy and lung injury.

Our proprietary Galanthus nivalis

agglutinin, or GNA, affinity resin has been shown to bind multiple clinically relevant SARS-CoV-2 variants.

Furthermore, studies have

demonstrated in vitro removal of seven SARS-CoV2 variants (104 PFU/mL) in phosphate buffered saline passed over a column of GNA

affinity resin (1g) three times, with capture efficiencies between 53% and 89%.

On June 17, 2020, the FDA approved a supplement to

our open Investigational Device Exemption, or IDE, for the Hemopurifier in viral disease to allow for the testing of the Hemopurifier

in patients with SARS-CoV-2/COVID-19, or COVID-19, in a new feasibility study.

That study was designed to enroll up to 40 subjects at

up to 20 centers in the United States.

Subjects were to have established laboratory diagnosis of COVID-19, be admitted to an intensive

care unit, or ICU, and have acute lung injury and/or severe or life-threatening disease, among other criteria.

Endpoints for this study,

in addition to safety, included reduction in circulating virus as well as clinical outcomes (NCT # 04595903).

In January 2021, the Hemopurifier

was used to treat a viremic patient, under our emergency use approval, with a predicted risk of mortality of 80% and the Hemopurifier

was able to reduce the patient’s SARS-CoV-2 plasma viral load by 58.4%.

In June 2022, the first patient in this study was enrolled

and completed the Hemopurifier treatment phase of the protocol.

Due to the lack of COVID-19 patients in the ICUs of our trial sites, we

terminated this study in 2022.

However, our IDE for this indication remains open, as we have an active COVID-19 trial in India and wish

to preserve the option of enrolling patients if the situation with COVID-19 changes.

Under Single Patient

Emergency Use regulations, Aethlon has treated two patients with COVID-19 with the Hemopurifier, in addition to the COVID-19 patient treated

with our Hemopurifier in our COVID-19 clinical trial discussed above .

We previously reported a disruption in our Hemopurifier supply, as our

then existing supply of Hemopurifiers expired on September 30, 2022 and, also as previously disclosed, we are dependent on FDA approval

of qualified suppliers to manufacture our Hemopurifier.

We recently completed final testing in order to begin manufacturing Hemopurifiers

at our new manufacturing facility in San Diego, California for use in planned U.S.

clinical trials, using GNA from our current supplier.

In April 2024, we received a notice of approval from the FDA for our IDE supplement to add our San Diego manufacturing facility and we

now are able to manufacture Hemopurifiers at this site.

We also have sufficient Hemopurifiers on hand for use in our planned Australia

and India oncology trials.

Our intended transition to a new supplier for GNA, a component of our Hemopurifier, continues to be delayed

as we work with the FDA for approval of our supplement to our IDE, which is required to make this manufacturing supplier change.

working with the FDA to qualify this second supplier of our GNA.

We also obtained ethics review board, or ERB, approval from and entered

into a clinical trial agreement with Medanta Medicity Hospital, a multi-specialty hospital in Delhi NCR, India, for a COVID-19 clinical

trial at that location.

In May 2023, we received ERB approval from the MAMC, for a second site

for our clinical trial in India to treat severe COVID-19.

MAMC was established in 1958 and is located in New Delhi, India.

MAMC is affiliated

with the University of Delhi and is operated by the Delhi government.

We now have two sites in India for this trial with the Medanta Medicity

Hospital and Maulana Azad Medical College, or MAMC.

One patient has been treated to date;

however, we have been informed by our CRO that

a new COVID-19 subvariant was detected in India recently.

Our COVID-19 trial in India remains open in the event that there are COVID-19

admissions to the ICUs at our sites in India.

Organ Transplantation

Additionally, based on preclinical data with acellular

kidney perfusates, we believe that the Hemopurifier has potential applications in organ transplantation.

We are investigating whether

the Hemopurifier, when incorporated into a machine perfusion organ preservation circuit, can remove harmful viruses, exosomes, RNA molecules,

cytokines, chemokines and other inflammatory molecules from recovered organs.

We initially are focused on recovered kidneys from deceased

We have previously demonstrated the removal of multiple viruses and exosomes and exosomal particles from buffer solutions, in

vitro , utilizing a scaled-down version of our Hemopurifier and believe this process could reduce transplantation complications by

improving graft function, reducing graft rejection, maintaining or improving organ viability prior to transplantation, and potentially

reducing the number of kidneys rejected for transplant.

Successful outcomes of human trials will also

be required by the regulatory agencies of certain foreign countries where we plan to market and sell the Hemopurifier.

Some of our patents

may expire before FDA approval or approval in a foreign country, if any, is obtained.

However, we believe that certain patent applications

and/or other patents issued to us more recently will help protect the proprietary nature of our Hemopurifier treatment technology.

In addition to the foregoing, we are monitoring closely

the impact of inflation, recent bank failures and the war between Russia and Ukraine and the military conflicts in Israel and the surrounding

areas, as well as related political and economic responses and counter-responses by various global factors on our business.

level of uncertainty regarding the duration and impact of these events on capital markets and the U.S.

economy, we are unable to assess

the impact on our timelines and future access to capital.

The full extent to which inflation, recent bank failures and the ongoing military

conflicts will impact our business, results of operations, financial condition, clinical trials and preclinical research will depend on

future developments, as well as the economic impact on national and international markets that are highly uncertain.

Our executive offices are located at 11555 Sorrento

Valley Road, Suite 203, San Diego, California 92121.

Our telephone number is (619) 941-0360.

Our website address is www.aethlonmedical.com.

The information contained on, or that can be accessed through, our website is not part of, and is not incorporated into, this Annual Report

on Form 10-K.

Our common stock is listed on the Nasdaq Capital Market

under the symbol “AEMD.”

The Company also believes

that the Hemopurifier can be part of the broad-spectrum treatment of life-threatening highly glycosylated, or carbohydrate coated, viruses

that are not addressed with an already approved treatment.

In small-scale or early feasibility human studies, the Hemopurifier has been

used in the past to treat individuals infected with human immunodeficiency virus, or HIV, hepatitis-C and Ebola.

Additionally, in vitro, the

Hemopurifier has been demonstrated to capture Ebola, Marburg virus, Zika, Lassa, MERS-CoV, Cytomegalovirus, Epstein-Barr, Herpes simplex,

Chikungunya, Dengue, West Nile, H1N1 swine flu, H5N1 bird flu, and the reconstructed 1918 Spanish flu virus.

In several cases, these studies

were conducted in collaboration with leading government or non-government research institutes.

Hemopurifier has previously been studied under FDA and international regulatory frameworks for the treatment of severe SARS-CoV-2 infection.

While we terminated our U.S.

and India-based COVID-19 studies due to low ICU patient volume and shifting priorities, these programs demonstrated

real-world use of the Hemopurifier in critically ill patients.

We maintain an open IDE for viral indications to preserve optionality for

future outbreaks or emergent pathogens .

We have sufficient inventory

of Hemopurifiers to support our ongoing oncology trial in Australia as well as any near-term expansion of that study or potential trial

activity in India.

While we have received FDA approval to begin manufacturing at our San Diego facility under our IDE supplement, we are

still awaiting FDA approval of a separate supplement to qualify an additional supplier of a key Hemopurifier component.

We continue to

work with the FDA on this process.

Pre-Clinical Exploration of Additional Clinical

Uses for the Hemopurifier

Aethlon R&D laboratory continues to explore potential new indications for the Hemopurifier.

We have published in the peer-reviewed

journal Transplant Immunology the ability of the device to remove extracellular vesicles and their microRNA cargo from acellular

perfusates of discarded kidneys that had undergone normothermic machine perfusion.

May 12, 2025, the results of our pre-clinical ex vivo study entitled “Ex Vivo Removal of CD41 positive platelet microparticles from

Plasma by a Medical Device containing a Galanthus nivalis agglutinin (GNA) affinity resin” were published in the pre-print vehicle

This manuscript has been submitted to a peer-reviewed publication for review.

-derived extracellular vesicles (PD-EVs) are the most numerous EV population in the body and are released by platelets in response to

a variety of stimuli.

The cargo contained within these EVs have been noted to take part in damage to blood vessels, activation of immune

cells and spread of tumor cells.

Excessive levels of PD-EVs have been implicated in a myriad of diseases including cancer, lupus, systemic

sclerosis, multiple sclerosis, Alzheimer’s disease, sepsis, acute and Long COVID.

hypothesized that the Aethlon Hemopurifier which contains a propriety GNA affinity resin would remove platelet derived EVs from plasma.

In this experiment two hundred milliliters on donated healthy human plasma were circulated over the Aethlon Hemoupurifier (HP) to simulate

a clinical HP session.

The study results showed a 98.5% removal of platelet -derived EVs at a timepoint equivalent to a 4-hour HP treatment.

The results of this study support the current Australian Clinical Trial in Oncology as well as open the investigation of the Hemopurifier

in many indications.

Extracellular

vesicles have been implicated in the pathogenesis of Long COVID.As we had previously demonstrated removal of extracellular vesicles

by the Hemopurifier in a patient with severe acute COVID-19 infection, we hypothesized that patients with Long COVID would have

extracellular vesicles with the mannose sugar on their surface that would bind to the affinity resin in our device.

with investigators at the Univ of California San Francisco Medical Center Long COVID clinic to obtain samples from participants with

Long COVID as well as controls that had had COVID -10 infection but had recovered.

The data to be presented will review the binding

of larger and smaller extracellular vesicles to the GNA lectin and the lectin affinity resin, respectively.

We believe the data from

this pre-clinical study calls for additional study of the Hemopurifier and look forward to receiving feedback from the Long COVID

scientific community at the Keystone Symposium.

outcomes of human trials will also be required by the regulatory agencies of certain foreign countries where we plan to market and sell

the Hemopurifier.

Some of our patents may expire before FDA approval or approval in a foreign country, if any, is obtained.

believe that certain patent applications and/or other patents issued to us more recently will help protect the proprietary nature of our

Hemopurifier treatment technology.

We believe that the Hemopurifier

may be a substantial advancement in the treatment of patients with advanced and metastatic cancer

In addition to the foregoing,

we are monitoring closely the impact of inflation, recent bank failures and the war between Russia and Ukraine and the military conflicts

in Israel and the surrounding areas, as well as related political and economic responses and counter-responses by various global factors

on our business.

Given the level of uncertainty regarding the duration and impact of these events on capital markets and the U.S.

we are unable to assess the impact on our timelines and future access to capital.

The full extent to which inflation, recent bank failures

and the ongoing military conflicts will impact our business, results of operations, financial condition, clinical trials and preclinical

research will depend on future developments, as well as the economic impact on national and international markets that are highly uncertain.

LIQUIDITY AND GOING CONCERN

The Company has incurred losses since inception in devoting substantially

all of its efforts toward research and development and has an accumulated deficit of $ 154,566,728 as of March 31, 2024.

During the year

ended March 31, 2024, the Company generated a net loss of approximately $ 12,208,000 and the Company expects that it will continue to generate

operating losses for the foreseeable future.

While the Company currently has over $ 9.1 million in cash and cash equivalents and have been

carrying out certain expense reductions since November 2023;

our planned additional expense reductions may not materialize and/or our

patient recruitment may occur more rapidly than expected along with the concomitant increases in expenses, therefore there is substantial

doubt that our cash on hand will carry the company for 12 months beyond the filing date of the financial statements included in this Annual

The Company’s ability to execute its current operating plan depends

on its ability to reduce expenses and obtain additional funding via the sale of equity, or other sources of capital.

The Company plans

to continue actively pursuing financing alternatives, however, there can be no assurance that it will obtain the necessary funding, raising

substantial doubt about the Company’s ability to continue as a going concern within one year of the date these financial statements

The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company has incurred losses since inception

in devoting substantially all of its efforts toward research and development and has an accumulated deficit of $ 167,954,817 as of March

During the year ended March 31, 2025, the Company generated a net loss of approximately $ 13,388,000 and the Company expects

that it will continue to generate operating losses for the foreseeable future.

While the Company has been carrying out certain expense

reductions since November 2023;

our planned additional expense reductions may not materialize and/or our patient recruitment may occur

more rapidly than expected along with the concomitant increases in expenses, therefore there is substantial doubt that our cash on hand

will carry the company for 12 months beyond the filing date of the financial statements included in this Annual Report.

The Company’s ability to execute its current

operating plan depends on its ability to reduce expenses and obtain additional funding via the sale of equity, or other sources of capital.

The Company plans to continue actively pursuing financing alternatives, however, there can be no assurance that it will obtain the necessary

funding, raising substantial doubt about the Company’s ability to continue as a going concern within one year of the date these

financial statements are issued.

The accompanying financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

PRINCIPLES OF CONSOLIDATION

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include the accounts of Aethlon Medical, Inc.

and its wholly owned subsidiary, Aethlon Medical Australia Pty Ltd, as well as its previously

majority-owned subsidiary, ESI, which dissolved in September 2022.

Operations in our Australian subsidiary is recorded in their functional

The results of operations for our Australian subsidiary are translated from functional currency into U.S.

dollars using the

current exchange rate on the date the expense was recognized.

and its wholly owned subsidiary, Aethlon Medical Australia Pty Ltd..

Operations in our Australian

subsidiary is recorded in their functional currency.

The results of operations for our Australian subsidiary are translated from functional

currency into U.S.

Expenses originally incurred in U.S.

dollars are translated using the exchange rate on the transaction date.

For expenses in the subsidiary’s functional currency, we use the average exchange rate for the period, as it is not practical to

determine the exact rate for each transaction date.

Assets and liabilities are translated using the period end exchange rates.

The U.S dollar effects that arise from translating the net assets of are recorded in other comprehensive income (loss).

All significant

inter-company transactions and balances have been eliminated in consolidation.

The consolidated financial statements contain all normal

recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the consolidated financial statements

as of and for the fiscal years ended March 31, 2024 and 2023, and the consolidated statement of cash flows for the fiscal years ended

March 31, 2024 and 2023.

dollar effects that arise from translating the net assets of are recorded in other comprehensive income (loss).

All significant inter-company

transactions and balances have been eliminated in consolidation.

The consolidated financial statements contain all normal recurring accruals

and adjustments that, in the opinion of management, are necessary to present fairly the consolidated financial statements as of and for

the fiscal years ended March 31, 2025 and 2024, and the consolidated statement of cash flows for the fiscal years ended March 31, 2025

RISKS AND UNCERTAINTIES

4 unchanged sentences

USE OF ESTIMATES

We prepare our consolidated financial statements in

conformity with accounting principles generally accepted in the United States of America, or GAAP, which requires us to make a number

We prepare our consolidated financial statements

in conformity with accounting principles generally accepted in the United States of America, or GAAP, which requires us to make a number

of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities

5 unchanged sentences

under different future conditions.

We believe that the estimates and assumptions that

are most important to the portrayal of our financial condition and results of operations, in that they require the most difficult, subjective

or complex judgments, form the basis for the accounting policies deemed to be most critical to us.

We believe that the estimates and assumptions

that are most important to the portrayal of our financial condition and results of operations, in that they require the most difficult,

subjective or complex judgments, form the basis for the accounting policies deemed to be most critical to us.

CASH AND CASH EQUIVALENTS

7 unchanged sentences

equivalents are carried at fair value.

For the fiscal years ended March 31, 2024 and March

31, 2023 our cash and cash equivalents were comprised of the following instruments:

As of March 31, 2025 and March 31, 2024 our cash

and cash equivalents were comprised of the following instruments:

Schedule of cash and cash equivalents

12 unchanged sentences

31, 2025, we maintained cash equivalents of approximately $ 5.2 million in US Treasury bills with maturities of less than three months.

do not believe that the Company is exposed to any significant risk with respect to its cash equivalents since they represent US government

Cash is maintained at one Australian financial institution

in checking accounts.

We do not believe that the Company is exposed to any significant risk with respect to its cash equivalents since they represent US government

Cash is maintained at one Australian financial

institution in checking accounts.

Accounts at this institution are secured by the Financial Claims Scheme for up to Australian $250,000.

31, 2024 Australian cash balance was below that threshold.

We did not have any revenue in fiscal year ended March

All of our revenue in the fiscal year ended March 31, 2023 related to our government contracts.

We did not have any accounts

receivable at March 31, 2024.

Our March 31, 2025 Australian cash balance was below that threshold.

RESTRICTED CASH

To comply with the terms of our laboratory, office,

and manufacturing space leases, we caused our bank to issue two standby letters of credit, or the L/Cs, in the amount of $ 87,506 in favor

of the landlord.

The L/Cs are in lieu of a security deposit.

In order to support the L/Cs, we agreed to have our bank withdraw $87,506

from our operating accounts and to place that amount in restricted certificates of deposit.

We have classified that amount as restricted

cash, a long-term asset, on our balance sheet.

To comply with the terms

of our laboratory, office, and manufacturing space leases, we arranged for our former bank, First Republic Bank, to issue two standby

letters of credit (L/Cs) totaling $ 87,506 in favor of the landlord, in lieu of a security deposit.

To support the L/Cs, we authorized

the withdrawal of $87,506 from our operating accounts and placed the funds in restricted certificates of deposit, which we classified

as restricted cash, a long-term asset on our balance sheet.

Following the transition of our banking relationship from First Republic Bank

to JPMorgan Chase, the standby letters of credit were converted to a money market deposit account with an additional $ 5,000 buffer.

interest-bearing account had a balance of $ 97,813 as of March 31, 2025, which we continue to classify as restricted cash.

PROPERTY AND EQUIPMENT

5 unchanged sentences

statements of operations.

Deferred tax assets and liabilities are recognized for the future tax consequences

attributable to the difference between the consolidated financial statements and their respective tax basis.

Deferred income taxes reflect

the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes

and the amounts reported for income tax purposes, and (b) tax credit carryforwards.

We record a valuation allowance for deferred tax assets

when, based on our best estimate of taxable income (if any) in the foreseeable future, it is more likely than not that some portion of

the deferred tax assets may not be realized.

Management has provided a full valuation allowance against the Company’s net deferred

Tax positions taken or expected to be taken in the course of preparing tax returns are required to be evaluated to determine

whether the tax positions are more-likely-than-not to be sustained by the applicable tax authority.

Tax positions deemed to not meet a

more-likely-than-not threshold would be recorded as tax expense in the current year.

There were no uncertain tax positions that require

accrual to or disclosure in the consolidated financial statements as of March 31, 2024 and 2023.

Deferred tax assets and liabilities are recognized

for the future tax consequences attributable to the difference between the consolidated financial statements and their respective tax

Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities

for financial reporting purposes and the amounts reported for income tax purposes, and (b) tax credit carryforwards.

We record a valuation

allowance for deferred tax assets when, based on our best estimate of taxable income (if any) in the foreseeable future, it is more likely

than not that some portion of the deferred tax assets may not be realized.

Management has provided a full valuation allowance against

the Company’s net deferred tax asset.

Tax positions taken or expected to be taken in the course of preparing tax returns are required

to be evaluated to determine whether the tax positions are more-likely-than-not to be sustained by the applicable tax authority.

Tax positions

deemed to not meet a more-likely-than-not threshold would be recorded as tax expense in the current year.

There were no uncertain tax

positions that require accrual to or disclosure in the consolidated financial statements as of March 31, 2025 and 2024.

LONG-LIVED ASSETS

Long-lived assets are reviewed for impairment whenever

events or changes in circumstances indicate that their carrying amounts may not be recoverable.

If the cost basis of a long-lived asset

is greater than the projected future undiscounted net cash flows from such asset, an impairment loss is recognized.

We believe no impairment

charges were necessary during the fiscal years ended March 31, 2024 and 2023.

Long-lived assets are reviewed for impairment

whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

If the cost basis of a long-lived

asset is greater than the projected future undiscounted net cash flows from such asset, an impairment loss is recognized.

We believe no

impairment charges were necessary during the fiscal years ended March 31, 2025 and 2024.

LOSS PER SHARE

Basic loss per share is computed by dividing net loss

available to common stockholders by the weighted average number of common shares outstanding during the period of computation.

Basic loss per share is computed by dividing net

loss available to common stockholders by the weighted average number of common shares outstanding during the period of computation.

loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional

3 unchanged sentences

As of March 31, 2025 and 2024, a total of 2,938,170

and 204,501 potential common shares, consisting of shares underlying outstanding stock options, restricted stock units, or RSUs, and warrants

were excluded as their inclusion would be antidilutive.

DEFERRED OFFERING COSTS

Specific incremental costs directly attributable to

an actual offering of securities may be deferred and charged against the gross proceeds of the offering.

As of March 31, 2024, approximately

$ 278,000 of costs have been deferred.

and 15,504 potential common shares, consisting of shares underlying outstanding stock options, restricted stock units, or RSUs, shares

held in abeyance and warrants were excluded as their inclusion would be antidilutive.

REVENUE RECOGNITION

We did not recognize revenue in fiscal year ended

March 31, 2024.

Our revenues in the fiscal year ended March 31, 2023 consisted entirely of amounts earned under contracts and grants with

the National Institutes of Health, or NIH.

During the fiscal year ended March 31, 2023, we recognized revenues totaling $ 574,245 under

such contracts.

We have concluded that these agreements are not within the scope of ASC Topic, 606, Revenue from Contracts with Customers,

or Topic 606, as the NIH grants and contracts do not meet the definition of a “customer” as defined by Topic 606.

the effective date of ASC Topic 606, which for the Company was April 1, 2018, we accounted for our grant/contract revenues under the Milestone

Method as prescribed by the legacy guidance of ASC 605-28, Revenue Recognition – Milestone Method, or Milestone Method.

In the absence

of other applicable guidance under US GAAP, effective April 1, 2018, we elected to continue to use the Milestone Method by analogy to

recognize revenue under these grants/contracts.

We identify the deliverables included within these

agreements and evaluate which deliverables represent separate units of accounting based on if certain criteria are met, including whether

the delivered element has standalone value to the collaborator.

The consideration received is allocated among the separate units of accounting,

and the applicable revenue recognition criteria are applied to each of the separate units.

A milestone is an event having all of the following

characteristics:

(1) There is substantive uncertainty at the date the

arrangement is entered into that the event will be achieved.

A vendor’s assessment that it expects to achieve a milestone does not

necessarily mean that there is not substantive uncertainty associated with achieving the milestone.

(2) The event can only be achieved based in whole

or in part on either:

(a) the vendor’s performance;

or (b) a specific outcome resulting from the vendor’s performance.

(3) If achieved, the event would result in additional

payments being due to the vendor.

A milestone does not include events for which the

occurrence is either:

(a) contingent solely upon the passage of time;

or (b) the result of a counterparty’s performance.

The policy for recognizing deliverable consideration

contingent upon achievement of a milestone must be applied consistently to similar deliverables.

The assessment of whether a milestone is substantive

is performed at the inception of the arrangement.

The consideration earned from the achievement of a milestone must meet all of the following

for the milestone to be considered substantive:

(1) The consideration is commensurate with either:

(a) the vendor’s performance to achieve the milestone;

or (b) the enhancement of the value of the delivered item or items as a result

of a specific outcome resulting from the vendor’s performance to achieve the milestone;

(2) The consideration relates solely to past performance;

(3) The consideration is reasonable relative to all

of the deliverables and payment terms (including other potential milestone consideration) within the arrangement.

A milestone is not considered substantive if any portion

of the associated milestone consideration relates to the remaining deliverables in the unit of accounting (i.e., it does not relate solely

to past performance).

To recognize the milestone consideration in its entirety as revenue in the period in which the milestone is achieved,

the milestone must be substantive in its entirety.

Milestone consideration cannot be bifurcated into substantive and nonsubstantive components.

In addition, if a portion of the consideration earned from achieving a milestone may be refunded or adjusted based on future performance,

the related milestone is not considered substantive.

We have recognized revenue under the following contract/grant:

Phase 2 Melanoma Cancer Contract

On September 12, 2019, the National Cancer Institute,

or NCI, part of the NIH, awarded to us a SBIR Phase II Award Contract, for NIH/NCI Topic 359, entitled “A Device Prototype for Isolation

of Melanoma Exosomes for Diagnostics and Treatment Monitoring”, or the Award Contract.

The Award Contract amount was $1,860,561

and, as amended, ran for the period from September 16, 2019 through September 15, 2022.

The work performed pursuant to this Award Contract

was focused on melanoma exosomes.

This work followed from our completion of a Phase I contract for the Topic 359 solicitation that ran

from September 2017 through June 2018, as described below.

Following on the Phase I work, the deliverables in the Phase II program involved

the design and testing of a pre-commercial prototype of a more advanced version of the exosome isolation platform.

The Award Contract ended on September 15, 2022 and

we presented the required final report to the NCI.

As the NCI completed its close out review of the contract, we recognized as revenue

$ 574,245 in fiscal year ended March 31, 2023.

March 31, 2025 or March 31, 2024.

STOCK-BASED COMPENSATION

Employee stock options and rights to purchase shares

under stock participation plans are accounted for under the fair value method.

Accordingly, share-based compensation is measured when

all granting activities have been completed, generally the grant date, based on the fair value of the award.

The exercise price of options

is generally equal to the market price of the Company’s common stock (defined as the closing price as quoted on the Nasdaq Capital

Market or OTCBB on the date of grant).

Compensation cost recognized by the Company includes (a) compensation cost for all equity incentive

awards granted prior to April 1, 2006, but not yet vested, based on the grant-date fair value estimated in accordance with the original

provisions of the then current accounting standards, and (b) compensation cost for all equity incentive awards granted subsequent to March

31, 2006, based on the grant-date fair value estimated in accordance with the provisions of subsequent accounting standards.

Binomial Lattice option pricing model for estimating fair value of options granted (see Note 4).

Employee stock options and rights to purchase

shares under stock participation plans are accounted for under the fair value method.

Accordingly, share-based compensation is measured

when all granting activities have been completed, generally the grant date, based on the fair value of the award.

The exercise price of

options is generally equal to the market price of the Company’s common stock (defined as the closing price as quoted on the Nasdaq

Capital Market or OTCBB on the date of grant).

Compensation cost recognized by the Company includes (a) compensation cost for all equity

incentive awards granted prior to April 1, 2006, but not yet vested, based on the grant-date fair value estimated in accordance with the

original provisions of the then current accounting standards, and (b) compensation cost for all equity incentive awards granted subsequent

to March 31, 2006, based on the grant-date fair value estimated in accordance with the provisions of subsequent accounting standards.

We use a Binomial Lattice option pricing model for estimating fair value of options granted (see Note 4).

The following table summarizes share-based compensation

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Basic and diluted loss per common share

We record share-based compensation expenses for awards

of stock options and RSUs under ASC 718, Share-based compensation, or ASC 718.

For awards to non-employees for periods prior to the adoption

of ASU 2018-07, Compensation-Stock Compensation:

Improvements to Non-employee Share-Based Payment Accounting, on April 1, 2019, the Company

had applied ASC 505-50, Equity – Equity-based payments to non-employees, or ASC 505-50.

ASC 718 establishes guidance for the recognition

of expenses arising from the issuance of share-based compensation awards at their fair value at the grant date.

We recognize share-based compensation expense related

to stock options and stock appreciation rights granted to employees, directors and consultants based on the estimated fair value of the

awards on the date of grant.

We estimate the grant date fair value, and the resulting share-based compensation expense, for stock options

that only have service vesting requirements or performance-based vesting requirements without market conditions using the binomial lattice

option-pricing model.

The grant date fair value of the share-based awards with service vesting requirements is generally recognized on

a straight-line basis over the requisite service period, which is generally the vesting period of the respective awards.

Determining the

appropriate amount to expense for performance-based awards based on the achievement of stated goals requires judgment.

The estimate of

expense is revised periodically based on the probability of achieving the required performance targets and adjustments are made as appropriate.

We record share-based compensation expenses for awards of stock options

and RSUs under ASC 718, Share-based compensation, or ASC 718.

For awards to non-employees for periods prior to the adoption of ASU 2018-07,

Compensation-Stock Compensation:

Improvements to Non-employee Share-Based Payment Accounting, on April 1, 2019, the Company had applied

ASC 505-50, Equity – Equity-based payments to non-employees, or ASC 505-50.

ASC 718 establishes guidance for the recognition of

expenses arising from the issuance of share-based compensation awards at their fair value at the grant date.

We recognize share-based compensation expense

related to stock options and stock appreciation rights granted to employees, directors and consultants based on the estimated fair value

of the awards on the date of grant.

We estimate the grant date fair value, and the resulting share-based compensation expense, for stock

options that only have service vesting requirements or performance-based vesting requirements without market conditions using the binomial

lattice option-pricing model.

The grant date fair value of the share-based awards with service vesting requirements is generally recognized

on a straight-line basis over the requisite service period, which is generally the vesting period of the respective awards.

the appropriate amount to expense for performance-based awards based on the achievement of stated goals requires judgment.

of expense is revised periodically based on the probability of achieving the required performance targets and adjustments are made as

The cumulative impact of any revisions is reflected in the period of change.

If any applicable financial performance goals are not met,

no compensation cost is recognized and any previously recognized compensation cost is reversed.

For performance-based awards with market

conditions, we determine the fair value of awards as of the grant date using a Monte Carlo simulation model.

If any applicable financial performance goals

are not met, no compensation cost is recognized and any previously recognized compensation cost is reversed.

For performance-based awards

with market conditions, we determine the fair value of awards as of the grant date using a Monte Carlo simulation model.

We review share-based compensation on a quarterly

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STOCK PURCHASE WARRANTS

In the past we issued warrants for the purchase of

shares of our common stock in connection with the issuance of common stock for cash.

Warrants issued in connection with common stock for

cash, if classified as equity, are considered issued in connection with equity transactions and the warrant fair value is recorded to

additional paid-in-capital.

In the past we issued warrants for the purchase

of shares of our common stock in connection with the issuance of common stock for cash.

Warrants issued in connection with common stock

for cash, if classified as equity, are considered issued in connection with equity transactions and the warrant fair value is recorded

to additional paid-in-capital.

RESEARCH AND DEVELOPMENT EXPENSES

Our research and development costs are expensed as

Our research and development costs are expensed

We incurred approximately $ 2,212,000 and $ 2,520,000 of research and development expenses for the years ended March 31, 2025

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OFF-BALANCE SHEET ARRANGEMENTS

We have not entered into any off-balance sheet arrangements

that have or are reasonably likely to have a current or future material effect on our consolidated financial statements.

We have not entered into any off-balance sheet

arrangements that have or are reasonably likely to have a current or future material effect on our consolidated financial statements.

SIGNIFICANT RECENT ACCOUNTING PRONOUNCEMENTS

In fiscal year 2025, the Company adopted Accounting

Standards Update (ASU) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This ASU requires

public entities to disclose significant segment expense categories that are regularly provided to the Chief Operating Decision Maker (CODM)

and included in the measure of segment profit or loss.

operates as a single reportable segment.

The adoption of ASU 2023-07 did not impact the Company’s consolidated financial

statements but resulted in enhanced footnote disclosures regarding significant segment expenses, as reflected in Note 9 –

Segment Reporting.

March 2024, the FASB issued Accounting Standards Update 2024-03, Income Statement—Reporting Comprehensive Income—Expense

Disaggregation Disclosures (“ASU 2024-03”), which requires public business entities to provide enhanced annual and interim

disclosures that disaggregate specified income statement expense categories.

ASU 2024-03 is effective for annual periods beginning after

December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

The Company is evaluating whether the adoption

of this new standard will have a material impact on our disclosures .

In March 2024, the Financial Accounting Standards

Board (FASB) issued Accounting Standards Update No.

2024-02, Codification Improvements—Amendments to Remove References to the

Concepts Statements (“ASU 2024-02”).

ASU 2024-02 eliminates various references to the FASB’s Concepts Statements

from the FASB Accounting Standards Codification in order to clarify that the Codification represents the authoritative source of generally

accepted accounting principles (GAAP) in the United States.

The amendments do not alter existing accounting requirements.

is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2024, and early adoption

is permitted.

This ASU is not expected to have a material impact on the Company’s consolidated financial statements or disclosures.

In December 2023, the FASB issued Accounting Standards

Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires enhanced annual disclosures for specific

categories in the rate reconciliation and income taxes paid disaggregated by federal, state and foreign taxes.

ASU 2023-09 is effective

for public business entities for annual periods beginning after December 15, 2024.

The Company is evaluating if the adoption of this new

standard will have a material effect on our disclosures.

Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires enhanced annual disclosures

for specific categories in the rate reconciliation and income taxes paid disaggregated by federal, state and foreign taxes.

is effective for public business entities for annual periods beginning after December 15, 2024.

The Company is evaluating if the adoption

of this new standard will have a material effect on our disclosures.

In June 2016, the FASB issued ASU No.

2016-13, Financial

Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments.

Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments.

The adoption of ASU No.

2016-13 for smaller

reporting companies that did not previously early adopt was January 1, 2023.

The Company maintained

US Treasury bills with maturities of less than three months and expects zero credit losses from these securities.

the Company did not record an allowance for expected credit losses.

2016-13 for smaller reporting companies that did not previously early adopt was January 1, 2023.

The Company maintained US Treasury bills

with maturities of less than three months and expects zero credit losses from these securities.

As a result, the Company did not record

an allowance for expected credit losses.

PROPERTY AND EQUIPMENT, NET

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Leasehold improvements

Gross property and equipment

accumulated depreciation

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2024 was $ 339,009 and $ 358,507 , respectively.

During the year ended March 31, 2025, the Company disposed of fully depreciated property

and equipment with an original cost of $ 350,670 .

These disposals had no impact on net income, as the assets were fully depreciated

at the time of removal.

The reduction in gross property and equipment reflects the Company’s ongoing review and retirement of inactive

or obsolete assets.

Patents, net consist of the following:

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Accumulated amortization

Issued patents, net of accumulated amortization

Amortization expense for our capitalized issued patents

for each of the fiscal years ended March 31, 2024 and 2023 was $ 550 .

As only one capitalized patent remains to be amortized, future amortization

expense on patents is estimated to be approximately $550 per year based on the estimated life of the patent.

The weighted average remaining

life of our remaining capitalized patent is approximately 2.0 years.

Amortization expense for our capitalized issued

patents for each of the fiscal years ended March 31, 2025 and 2024 was $ 550 .

As only one capitalized patent remains to be amortized, future

amortization expense on patents is estimated to be approximately $550 per year based on the estimated life of the patent.

average remaining life of our remaining capitalized patent is approximately 1.0 year.

EQUITY TRANSACTIONS

October 4, 2023, we effected a 1-for-10 reverse stock split of our then outstanding shares of common stock.

Accordingly, each

10 shares of outstanding common stock then held by our stockholders were combined into one share of common stock.

Any fractional shares

resulting from the reverse split were rounded up to the next whole share.

Effective as of

the close of business on June 6, 2025 with an effective trading date of June 9, 2025, we

effected a 1-for-8 reverse

stock split of our then outstanding shares of common stock.

Accordingly, each 8 shares of outstanding common stock then held by our

stockholders were combined into one share of common stock.

Any fractional shares resulting from the reverse split were rounded up to

the next whole share.

Authorized common stock remained at 60,000,000 shares

following the stock split.

The accompanying consolidated financial statements and accompanying notes have been retroactively revised to

reflect such reverse stock split as if it had occurred on April 1, 2022.

All shares and per share amounts have been revised accordingly.

The accompanying consolidated financial statements and accompanying notes have been retroactively revised

to reflect such reverse stock split as if it had occurred on April 1, 2023.

All shares and per share amounts have been revised

In March 2025, the Company

entered into a warrant inducement agreement resulting in the issuance of 1,550,000 new warrants and the modification of 775,000 existing

The fair value of the new warrants and the incremental fair value from the modification totaled $ 4,612,862 which was recorded

as a non-cash inducement expense in other expense and reflected as an increase to additional paid-in capital.

ISSUANCES OF COMMON STOCK AND WARRANTS

Equity Transactions in the Fiscal Year Ended March 31, 2025.

2022 At The Market Offering Agreement with H.C.

Wainwright & Co.,

March 2025 Warrant-Based

On March 16, 2025, the

Company entered into an inducement offer to exercise existing Class A and Class B Warrants

(the “Agreement”) with a certain accredited and institutional holder (the “Holder”) of the Company’s outstanding

Class A and Class B Warrants issued on May 17, 2024 (the “Existing Warrants”).

to the Agreement, the Holder, upon exercise, will receive a new unregistered Common Stock Purchase Warrant (“New Warrant”)

pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”), to purchase up to a number of shares

equal to 200% of the number of Warrant Shares issued pursuant to the exercise of Existing Warrants pursuant to this Agreement (the “New

Warrant Shares”), which New Warrant shall have an exercise price per share equal to $0.3736, subject to adjustment as provided

in the New Warrant, will be exercisable at any time on or after six (6) months from the date of issuance and have a term of exercise

of five and one-half (5.5) years from the date of issuance and (ii) a reduction of the exercise price of the Existing Warrants to $0.3736

per share, representing the closing price on March 14, 2025, but only with respect to a cash exercise under the Existing Warrants

(as reduced from the current respective exercise price per share as set forth in the Existing Warrants).

The closing took place

on March 17, 2025.

Gross proceeds to the Company from the exercise of the Existing Warrants was $ 2,316,320 , prior to deducting

closing costs and placement agent fees as further described below.

The Company intends to use the net proceeds from the offering for working

capital and general corporate purposes.

As a result of the Holder

exercising the Existing Warrants, the Company issued an aggregate of 6,200,000 shares of its common stock.

The shares underlying the Existing

Warrants have all been registered on Form S-1 registration statement (Registration Number 333-278188).

The Company agreed to

file a resale registration statement registering the shares underlying the Replacement Warrants (“Resale Registration Statement”)

within ninety (90) days of the date of the Agreement and to use commercially reasonable best efforts to cause the Resale Registration

Statement to be effective on or prior to the 150th calendar day after the date of the Agreement.

Subject to the terms

of the Agreement, the Company will be required to pay certain liquidated damages if the shares underlying the New Warrants are not filed

within the ninety (90) period, as more fully described in the Agreement.

The Company further agreed

that until sixty (60) days after the closing date of the warrant exercise, it will not (other than in connection with limited enumerated

exceptions) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or common

stock equivalents or file any registration statement or any amendment or supplement (other than the registration statement registering

the shares underlying the Replacement Warrants).

In connection with the

transactions contemplated in the Agreement, the Company agreed to pay its placement agent, Maxim Group, LLC (the “Agent”)

the following compensation, (i) a cash fee equal to 6.0% of the gross proceeds received by the Company in the transactions contemplated

by the Agreement, and (ii) legal fees and out-of-pocket expenses of $ 15,000 .

May 2024 Public Offering

On May 17, 2024,

the Company closed a public offering pursuant to which it sold an aggregate of:

(i) 306,250 shares

of common stock and accompanying Class A warrants to purchase up to 306,250 shares

of common stock and Class B warrants to purchase up to 306,250 shares

of common stock, at a combined public offering price of $ 4.64

per share and accompanying warrants;

and (ii) in lieu of common stock, pre-funded warrants to purchase 706,250 shares

of common stock and accompanying Class A warrants to purchase up to 706,250

shares of common stock and Class B warrants to purchase up to 706,250

shares of common stock, at a combined public offering price of $0.4.63 per pre-funded warrant and accompanying warrants, which is

equal to the public offering price per share of common stock, and accompanying warrants less the $ 0.001 per share exercise price of

each such pre-funded warrant.

All pre-funded

warrants issued in the offering were exercised in the quarter ended June 30, 2024.

and Class B warrants each have an exercise price of $ 4.64 per

share, are immediately exercisable, and, in the case of Class A warrants, will expire on May

17, 2029 , and in the case of Class B warrants, will expire

The exercise price of the Class A and Class B warrants

is also subject to adjustment for stock splits, reverse splits, and similar capital transactions as described in such

Maxim Group LLC (“Maxim”),

served as the exclusive placement agent in connection with the offering.

We paid Maxim a cash fee of 6.5% of the aggregate gross proceeds

raised at the closing of the offering, and reimbursement of certain expenses and legal fees in the amount of $ 100,000 .

We also issued

to designees of Maxim warrants to purchase up to an aggregate of 40,500 shares of common stock (the “Placement Agent Warrants”).

The Placement Agent Warrants have an exercise price of $ 4.64 per share and have substantially the same terms as the Class A warrants,

except the Placement Agent Warrants are not subject to an exercise price reset, are non-exercisable until November 15, 2024, and will

expire on May 15, 2029 .

The gross proceeds from

the offering, before deducting the placement agent’s fees and other offering expenses, were approximately $ 4.7 million.

proceeds, of the offering, after deducting the placement agent fees and expenses and other offering expenses payable by us, were are approximately

$ 3.5 million.

In June 2024, and holders of Class A and Class B warrants exercised 37,500 shares and 360,000 shares,

respectively, for additional proceeds of $ 1,844,400 .

The shares of Common

Stock, the Class A and Class B warrants, the pre-funded warrants and the Placement Agent Warrants described above and the underlying shares

of Common Stock were offered pursuant to a Registration Statement on Form S-1, as amended (File No.

333-278188) (the “Registration

Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”) on May 15, 2024

RSU Grants to Non-Employee Directors

April 2024, the Compensation Committee of the Board, or Compensation Committee, approved, pursuant to the terms of the Company’s

Amended and Restated Non-Employee Director Compensation Policy, or the Director Compensation Policy, the grant of the annual RSUs under

the Director Compensation Policy to each of the three non-employee directors of the Company then serving on the Board of Directors of

the Company, or Board.

The Director Compensation Policy provides for a grant of stock options or $50,000 worth of RSUs at the beginning

of each fiscal year for current non-employee directors then serving on the Board, and for a grant of stock options or $75,000 worth of

RSUs for a newly elected non-employee director, with each RSU priced at the average for the closing prices for the five days preceding

and including the date of grant, or $12.16 per share for the April 2024 RSU grants.

As a result, in April 2024 the four eligible directors

were each granted an RSU in the amount of 4,112 shares under the 2020 Plan.

The RSUs are subject to vesting in four equal installments,

with 25% of the restricted stock units vesting on each of June 30, 2024, September 30, 2024, December 31, 2024, and March 31, 2025, subject

in each case to the director’s Continuous Service (as defined in the 2020 Plan), through such dates.

Vesting will terminate upon

the director’s termination of Continuous Service prior to any vesting date.

There were no vested

RSUs outstanding as of March 31, 2025.

Equity Transactions in the Fiscal Year Ended March 31, 2024.

On March 24, 2022, we entered into an At The Market

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equity program pursuant to which we may offer and sell shares of our common stock from time to time as set forth in the 2022 ATM Agreement.

The offering was registered under the Securities Act

of 1933, as amended, or the Securities Act, pursuant to our shelf registration statement on Form S-3 (Registration Statement No.

The offering was registered under the Securities

Act of 1933, as amended, or the Securities Act, pursuant to our shelf registration statement on Form S-3 (Registration Statement No.

as previously filed with the Securities and Exchange Commission, or SEC, and declared effective on October 21, 2021.

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As of March 31, 2024, $ 5,302,617 of 2022 ATM Shares remained available for sale under the 2022 ATM Agreement.

The underlying shelf registration statement on

Form S-3 expired in October 2024.

As a result, we were no longer eligible to sell shares under the 2022 ATM Agreement, which we subsequently

terminated following the expiration

Under the 2022 ATM Agreement, Wainwright may sell

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the sales cannot be effected at or above the price designated by us from time to time.

We are not obligated to make any further sales of

the 2022 ATM Shares under the 2022 ATM Agreement.

We are not obligated to make any further sales

of the 2022 ATM Shares under the 2022 ATM Agreement.

The offering of the 2022 ATM Shares pursuant to the 2022 ATM Agreement will terminate

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611 shares of common stock were outstanding as of March 31, 2024.

Equity Transactions in the Fiscal Year Ended March 31, 2023.

During the fiscal year ended March 31, 2023, we raised

net proceeds of $ 8,927,211 , net of $ 229,610 in commissions to Wainwright and $ 27,153 in other offering expense, through the sale of 748,084

shares of our common stock at an average price of $ 11.90 per share under the 2022 ATM Agreement.

RSU Grants to Non-Employee Directors

The Compensation

Committee approved, effective as of April 1, 2022, pursuant to the terms of the Director Compensation Policy, the grant of the

annual RSUs to each of the two non-employee directors of the Company then serving on the Board, and the grant of an RSU for the then

newly appointed non-employee director.

The RSU grants were made subject to stockholder approval of an increase of 1,800,000

shares of common stock authorized for issuance under the Company’s 2020 Equity Incentive Plan, or the 2020 Plan, at the

Company’s 2022 Annual Meeting of Stockholders.

The increase was approved at the Company’s 2022 Annual Meeting of

Stockholders held in September 2022.

The Director Compensation Policy provides for a grant of stock options or $50,000 worth of RSUs

at the beginning of each fiscal year for current non-employee directors then serving on the Board and for a grant of stock options

or $75,000 worth of RSUs for a newly elected non-employee director, with each RSU priced at the average for the closing prices for

the five days preceding and including the date of grant, or $14.60 per share as of April 1, 2022.

The two then-current eligible

directors each was granted a contingent RSU in the amount of 3,425 shares

under the 2020 Plan and the then newly appointed director received a contingent RSU grant for 5,137 shares

under the 2020 Plan.

RSUs were subject to vesting in three installments, 50% on September 30, 2022, and 25% on each of December 31, 2022, and March 31,

2023, subject to the recipient's continued service with the Company on each such vesting date.

There were no vested RSUs outstanding as of

March 31, 2023.

We did not issue any warrants during the fiscal years

ended March 31, 2024 and 2023.

twelve-months ended March 31, 2025, we issued 2,065,500 warrants in connection with the May, 2024 public offering and 1,550,000 in connection

with a March 2025 warrant inducement.

We did not issue any warrants during the fiscal year ended March 31, 2024.

A summary of the aggregate warrant activity for the years ended March

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Outstanding, beginning of year

( 1,231,305 )

Cancelled/Forfeited

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$4.64 or Below

$25.00 - $27.50

The detail of the warrants outstanding and exercisable as of March

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2020 EQUITY INCENTIVE PLAN

In September 2020, our stockholders approved the adoption

of the 2020 Plan, to provide incentives to attract, retain and motivate employees, directors and consultants, whose present and potential

contributions are important to our success, by offering them an opportunity to participate in our future performance through awards of

options, the right to purchase common stock, stock bonuses and stock appreciation rights and other awards.

We initially authorized a total

of 168,182 common shares for issuance under the 2020 Plan pursuant to stock option grants, RSUs or other forms of stock-based compensation.

In September 2022, our stockholders approved an increase

in the number of shares of common stock authorized for issuance under the 2020 Plan by 180,000 shares.

As of March 31, 2024, there were

200,948 shares available under the 2020 Plan.

2020 Equity Incentive Plan (the “2020 Plan”) was approved by our stockholders in September 2020 to provide stock-based incentives

to attract, retain, and motivate employees, directors, and consultants.

The plan initially authorized 21,023 shares of common stock for

issuance through stock options, restricted stock units (RSUs), stock bonuses, stock appreciation rights, and other awards.

approved increases to the share reserve in September 2022 and September 2024, authorizing an additional 22,500 and 375,000 shares, respectively.

As of March 31, 2025, 390,950 shares remained available for issuance under the 2020 Plan .

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

The Company maintains the Director Compensation Policy

which provides for cash and equity compensation for persons serving as non-employee directors of the Company.

Under this policy, each

new non-employee director receives either stock options or a grant of RSUs upon appointment/election, as well as either an annual grant

of stock options or of RSUs at the beginning of each fiscal year.

The (i) stock options are subject to vesting and (ii) RSUs are subject

to vesting and represent the right to be issued on a future date shares of our common stock upon vesting.

Please see above under the heading "Equity Transactions

in the Fiscal Year Ended March 31, 2024—RSU Grants to Non-Employee Directors" for disclosure regarding equity awards under

the Director Compensation Policy during the fiscal year ended March 31, 2024.

The Company maintains the Director Compensation

Policy which provides for cash and equity compensation for persons serving as non-employee directors of the Company.

Under this policy,

each new non-employee director receives either stock options or a grant of RSUs upon appointment/election, as well as either an annual

grant of stock options or of RSUs at the beginning of each fiscal year.

The (i) stock options are subject to vesting and (ii) RSUs are

subject to vesting and represent the right to be issued on a future date shares of our common stock upon vesting.

Please see above under the heading "Equity

Transactions in the Fiscal Year Ended March 31, 2025—RSU Grants to Non-Employee Directors" for disclosure regarding equity

awards under the Director Compensation Policy during the fiscal year ended March 31, 2025.

STOCK OPTION ACTIVITY

During the fiscal year ended March 31, 2024, we

did not issue stock option grants.

The assumptions used in estimating the fair value of stock options in the fiscal year ended

March 31, 2023 included volatility ranging from 136.1 %

dividend rate, and risk-free rates between 1.49 %

The weighted average expected volatility was 138.07 %

During the fiscal years ended March 31, 2025 and

March 31, 2024, we did not issue stock option grants.

Options outstanding that were vested as of March

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Expected to vest

The following is a summary of the stock options outstanding

at March 31, 2024 and 2023 and the changes during the years then ended:

The following is a summary of the stock options

outstanding at March 31, 2025 and 2024 and the changes during the years then ended:

Schedule of stock option activity

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Weighted average estimated fair value of options granted

There were no stock option grants during the fiscal year ended March 31,

There were 12,222 stock options granted during the fiscal year ended March 31, 2023.

The weighted average grant date fair value

of stock options granted during the fiscal year ended March 31, 2023 was $ 61,146 .

There were 54,428 RSUs granted during the fiscal year ended

March 31, 2024.

The weighted average grant date fair value of RSUs granted during the fiscal year ended March 31, 2024 was $ 58,333 .

were no stock option exercises during the fiscal years ended March 31, 2024 and 2023.

Effective as of the close of business on June 6, 2025 with an effective trading date of June 9, 2025, the Company effected

a 1-for-8 reverse stock split of its common stock.

All option share figures, including those for prior periods, have been adjusted retrospectively

to reflect the reverse split.

Option balances may not tie exactly to prior period filings due to rounding of fractional shar es.

There were no stock option grants during the fiscal years ended March

31, 2025 or March 31, 2024.

There were 16,448 RSUs granted during the fiscal year ended March 31, 2025.

The weighted average grant date

fair value of RSUs granted during the fiscal year ended March 31, 2025 was $ 50,000 .

There were no stock option exercises during the fiscal

years ended March 31, 2025 and 2024.

The table below summarizes nonvested stock options as of March 31,

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of operations for the years ended March 31, 2025 and 2024.

The table below summarizes restricted stock units

as of March 31, 2024 and changes during the year ended March 31, 2024.

The table below presents a summary of restricted

stock unit activity as of March 31, 2025, and for the year then ended.

Schedule of RSUs

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Nonvested RSUs at March 31, 2025

Our total stock-based compensation for fiscal years

ended March 31, 2024 and 2023 included the following:

Our total stock-based compensation for fiscal

years ended March 31, 2025 and 2024 included the following:

Schedule of stock-based compensation

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adjustments for the fiscal year ended March 31, 2025 was insignificant.

On March 31, 2024, our outstanding stock options had

no intrinsic value since the closing price on that date of $ 1.68 per share was below the weighted average exercise price of our outstanding

On March 31, 2025, our outstanding stock options

had no intrinsic value since the closing price on that date of $ 2.86 per share was below the weighted average exercise price of our outstanding

stock options.

At March 31, 2024, there was approximately $ 400,002

At March 31, 2025, there was $ 78,548

of unrecognized compensation cost related to share-based payments, which is expected to be recognized over a weighted average period of

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As a result of entering

into a Separation Agreement effective November 27, 2023 with our former Chief Executive Officer, or CEO, Charles J.

Fisher, M.D., or

the Separation Agreement, we paid out accrued vacation of $ 53,076

Fisher in the fiscal year ended March 31, 2024.

That accrued vacation was previously recorded in the due to related parties

In addition, pursuant to the terms of Dr.

Fisher’s Executive Employment Agreement, we accrued $ 435,378 for

cash severance payments payable monthly and COBRA payments to be paid monthly over a 12-month period that began on December 1,

Additionally, $ 393,139

of stock-based compensation was recorded during the fiscal year ended March 31, 2024 for the acceleration of vesting for 50% of then outstanding

options held by Dr.

Fisher at the time of his separation from the Company.

into separation agreements with two former executives, we paid out accrued vacation totaling $ 27,126 during the fiscal year ended March

These amounts were previously recorded in the "due to related parties" account.

In addition, pursuant to the terms

of their respective Executive Employment Agreements, we accrued a total of $ 809,782 for cash severance and COBRA payments, which are payable

monthly over 12-month periods beginning on July 1, 2024, and October 15, 2024, respectively.

Separately, in connection

with a reduction in force in August 2024, we paid out an additional $ 13,419 in accrued vacation, which was also previously recorded in

the "due to related parties" account.

due to related parties were comprised of the following items:

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Accrued vacation to all employees

Accrued separation expenses for former executive

Accrued separation expenses

Total due to related parties

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March 31, 2024

D&O insurance premium financing (See Note 8)

Accrued professional fees

Accrued commission liability

Accrued resale registration

Total other current liabilities

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during the year ended March 31, 2024.

For the years ended March 31, 2024 and 2023, we had

no income tax expense due to our net operating losses and 100% deferred tax asset valuation allowance.

At March 31, 2024 and 2023, we had net deferred tax

assets as detailed below.

These deferred tax assets are primarily composed of capitalized research and development costs and tax net operating

loss carryforwards.

Due to uncertainties surrounding our ability to generate future taxable income to realize these assets, a 100% valuation

allowance has been established to offset the net deferred tax assets.

Significant components of our net deferred tax assets

at March 31, 2024 and 2023 are shown below:

For the years ended March 31, 2025 and 2024, we

had no income tax expense due to our net operating losses and 100% deferred tax asset valuation allowance.

At March 31, 2025 and 2024, we had net deferred

tax assets as detailed below.

These deferred tax assets are primarily composed of capitalized research and development costs and tax net

operating loss carryforwards.

Due to uncertainties surrounding our ability to generate future taxable income to realize these assets,

a 100% valuation allowance has been established to offset the net deferred tax assets.

Significant components of our net deferred tax

assets at March 31, 2025 and 2024 are shown below:

Schedule of deferred tax assets

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Valuation allowance for deferred tax assets

( 34,398,000 )

( 33,259,000 )

Net deferred tax assets

______________

Pursuant to Internal Revenue Code Section 382, use of

our tax net operating loss carryforwards may be limited.

The amount of the annual limitation, if any, will be determined based on the value of the Company immediately

prior to an ownership change.

Pursuant to Internal Revenue Code Section 382, use of our tax net operating loss carryforwards may be limited.

The amount of the annual limitation, if any, will be determined based on the value of the Company immediately prior to an ownership change.

Subsequent ownership changes may further affect the limitation in future years.

If and when the Company

utilizes the NOL carryforwards in a future period, it will perform an analysis to determine the effect, if any, of these loss limitation

rules on the NOL carryforward balances.

At March 31, 2024, we had tax net operating loss carryforwards

for federal and state purposes approximating $ 98 million and $ 91 million, respectively, portions of which began to expire in the year

If and when the Company utilizes the NOL carryforwards in a future period, it will perform an analysis to determine the effect, if any, of these loss limitation rules on the NOL carryforward balances.

At March 31, 2025, we had tax net operating loss

carryforwards for federal and state purposes approximating $ 97 million and $ 91 million, respectively, portions of which began to expire

in the year 2021.

The indefinite position is approximately $ 36 million.

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Income taxes (benefit) at federal statutory rate of 21.00%

$ ( 2,811,000 )

$ ( 2,564,000 )

Tax effect on non-deductible expenses and credits

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Pursuant to Internal Revenue Code Section 382, use of our tax net operating loss carryforwards may be limited.

ASC 740, “Income Taxes”, clarifies the

accounting for uncertainty in income taxes recognized in an entity's financial statements, and prescribes recognition thresholds and measurement

attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return.

Under ASC 740, the impact

of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to

be sustained upon audit by the relevant taxing authority.

ASC 740, “Income Taxes”, clarifies

the accounting for uncertainty in income taxes recognized in an entity’s financial statements, and prescribes recognition thresholds and

measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return.

Under ASC 740,

the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not

to be sustained upon audit by the relevant taxing authority.

An uncertain income tax position will not be recognized if it has less than

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31, 2025 or March 31, 2024.

Our tax returns remain open for examination by the

applicable authorities, generally 3 years for federal and 4 years for state.

We are currently not under examination by any taxing authorities.

Our tax returns remain open for examination by

the applicable authorities, generally 3 years for federal and 4 years for state.

We are currently not under examination by any taxing

COMMITMENTS AND CONTINGENCIES

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

We have had the following material changes to our

contractual obligations and commitments outside the ordinary course of business during the fiscal year ended March 31, 2024:

We have had the following material changes to

our contractual obligations and commitments outside the ordinary course of business during the fiscal year ended March 31, 2025:

LEASE COMMITMENTS

Office, Lab and Manufacturing Space Leases

In December 2020, we entered into an agreement to

lease approximately 2,823 square feet of office space and 1,807 square feet of laboratory space located at 11555 Sorrento Valley Road,

In December 2020, we entered into an agreement

to lease approximately 2,823 square feet of office space and 1,807 square feet of laboratory space located at 11555 Sorrento Valley Road,

Suite 203, San Diego, California 92121 and 11575 Sorrento Valley Road, Suite 200, San Diego, California 92121, respectively.

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The weighted average discount rate is 4.25 %.

As of our March 31, 2024 balance sheet, we have a

right-of-use lease asset of $ 883,054 .

The following table presents a maturity analysis of

expected undiscounted cash flows for operating leases on an annual basis for the next three fiscal years.

As of March 31, 2025, we have right-of-use lease

assets of $ 601,846 .

The following table presents a maturity analysis

of expected undiscounted cash flows for operating leases on an annual basis for the next two fiscal years.

All of our leases conterminously

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Present value of minimum lease payments

Mobile Clean Room

In addition, we rented a mobile clean room on a short

term, month-to-month basis, where we housed our manufacturing operations until our permanent manufacturing space was completed.

clean room was located on leased land near our office and lab and we paid $2,000 per month for the right to locate it there.

The arrangement

was terminated in September 2022 and the mobile clean room was returned to the vendor that leased it to us.

Overall, our rent expense, which is included in general

and administrative expenses, approximated $ 420,353 and $ 519,000 for the fiscal years ended March 31, 2024 and 2023, respectively.

Overall, our rent expense, which is included in

general and administrative expenses, approximated $ 421,789 and $ 420,353 for the fiscal years ended March 31, 2025 and 2024, respectively.

Premium Financing Agreement

In January 2025, the Company entered into a short-term premium financing

agreement with FIRST Insurance Funding, a division of Lake Forest Bank & Trust Company, N.A., to finance a portion of its Directors

& Officers (D&O) and other insurance premiums.

The total amount financed under the agreement was approximately $ 220,984 , with

an associated finance charge of approximately $ 9,995 , resulting in a total repayment obligation of approximately $ 230,979 .30.

percentage rate is 9.75%, and the loan is payable in 10 monthly installments of approximately $23,097.93 beginning February 28, 2025.

As collateral for the financing, the Company granted the lender a first

priority security interest in the financed insurance policies, including all unearned premiums, dividends, credits, and certain loss payments.

In the event of default, cancellation, or early termination of the policies, the lender has the right to collect any unearned premiums

and apply them against the remaining loan balance.

This arrangement is classified as a short-term liability within other

liabilities on the balance sheet (See Note 6) and is recorded net of any prepaid portions of the insurance policies.

LEGAL MATTERS

From time to time, claims are made against us in the

ordinary course of business, which could result in litigation.

From time to time, claims are made against us

in the ordinary course of business, which could result in litigation.

Claims and associated litigation are subject to inherent uncertainties

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products or engaging in other activities.

The occurrence of an unfavorable outcome in any specific

period could have a material adverse effect on our results of operations for that period or future periods.

We are not presently a party

to any pending or threatened legal proceedings.

The occurrence of an unfavorable outcome in any

specific period could have a material adverse effect on our results of operations for that period or future periods.

We are not presently

a party to any pending or threatened legal proceedings.

SEGMENT REPORTING

The Company operates as a single operating and reportable segment,

which reflects the manner in which the Chief Operating Decision Maker (CODM), the Company’s Chief Executive Officer, manages the

business and allocates resources.

The Company is a development-stage medical technology company focused on advancing a clinical-stage

therapeutic device, with key operational decisions based on cash availability, development milestones, and return on investment associated

with future manufacturing and commercialization opportunities.

Although the Company has no commercial revenue, the CODM regularly

reviews certain expense categories and cash flow metrics to assess progress and allocate resources.

The primary internal measure of performance

used by the CODM is cash used in operating activities, rather than traditional profit or loss measures.

In accordance with ASU 2023-07, which the Company adopted for the

year ended March 31, 2025, the following significant expense categories and internal performance measures were reviewed by the CODM during

the fiscal year ended March 31, 2025 and March 31, 2024:

Schedule of significant expense categories

March 31, 2025

March 31, 2024

Research and development 1

General and administrative 2

Cash used in operating activities 3

and development expenses consist primarily of costs related to laboratory operations, clinical trial execution, investigational

device testing, design iterations, and personnel-related expenses associated with research activities.

These costs are not confined

to a single financial statement line item and may be classified within general and administrative expense, professional fees, or

payroll, depending on their nature.

These expenses are regularly reviewed by the CODM as a single category for internal

decision-making purposes.

General and administrative expense includes overhead, clinical trial-related administrative and planning costs, and manufacturing-related

costs such as raw materials.

These are not separately reviewed by the CODM and are assessed as part of the broader G&A category for

decision-making purposes.

Cash used in operating activities is a key metric monitored by the CODM in evaluating resource needs, development pacing, and investment

feasibility in the absence of revenue.

The Company does not allocate assets by segment, and the CODM does

not use a measure of segment profit or loss to evaluate performance.

There were no changes to the internal reports provided to or reviewed

by the CODM during the years presented.

Entity-Wide Information:

Company did not recognize revenue during the fiscal year ended March 31, 2025.

long-lived assets are located in the United States.

significant portion of clinical trial activity is conducted through the Company’s wholly owned subsidiary based in Australia.

SUBSEQUENT EVENTS

Management has evaluated events subsequent to March

31, 2024 through the date that the accompanying consolidated financial statements were filed with the Securities and Exchange Commission

for transactions and other events which may require adjustment of and/or disclosure in such financial statements.

Public Offering

On May 17, 2024, we closed a public offering pursuant

to which we sold an aggregate of:

(i) 2,450,000 shares of our common stock and accompanying Class A warrants to purchase up to 2,450,000

shares of common stock and Class B warrants to purchase up to 2,450,000 shares of common stock, at a combined public offering price of

$0.58 per share and accompanying warrants;

and (ii) in lieu of common stock, pre-funded warrants to purchase 5,650,000 shares of common

stock and accompanying Class A warrants to purchase up to 5,650,000 shares of common stock and Class B warrants to purchase up to 5,650,000

shares of common stock, at a combined public offering price of $0.579 per pre-funded warrant and accompanying warrants, which is equal

to the public offering price per share of common stock, and accompanying warrants less the $0.001 per share exercise price of each such

pre-funded warrant.

The Class A and Class B warrants each have an exercise

price of $0.58 per share, are immediately exercisable, and, in the case of Class A warrants, will expire on May 17, 2029, and in the case

of Class B warrants, will expire on May 19, 2025.

The exercise price of the Class A and Class B warrants is also subject to adjustment

for stock splits, reverse splits, and similar capital transactions as described in such warrants.

Maxim Group LLC acted as the exclusive

placement agent for the offering.

The gross proceeds from the offering, before deducting

the placement agent’s fees and other offering expenses, were approximately $4.7 million.

The Company intends to use the net proceeds

from this offering for general corporate purposes, which may include clinical trial expenses, research and development expenses, capital

expenditures and working capital.

In June 2024, holders of Class A and Class B warrants

exercised 295,000 shares and 2,875,000 shares, respectively, for total proceeds of $1,838,600.

In April 2024, the Board approved, pursuant to the

terms of the Director Compensation Policy, the grant of the annual RSUs under the Director Compensation Policy to each of the four non-employee

directors of the Company then serving on the Board.

The Director Compensation Policy provides for a grant of stock options or $50,000

worth of RSUs at the beginning of each fiscal year for current non-employee directors then serving on the Board, and for a grant of stock

options or $75,000 worth of RSUs for a newly elected non-employee director, with each RSU priced at the average for the closing prices

for the five days preceding and including the date of grant, or $1.52 per share for the April 2024 RSU grants.

As a result, in April 2024

the four eligible directors were each granted an RSU in the amount of 32,894 shares under the 2020 Plan.

The RSUs are subject to vesting

in four equal installments, with 25% of the restricted stock units vesting on each of June 30, 2024, September 30, 2024, December 31,

2024, and March 31, 2025, subject in each case to the director’s Continuous Service (as defined in the 2020 Plan), through such

On June 25, 2025, the Company

received notice from Nasdaq stating the Company has regained compliance with Listing Rule 5550(a)(2), and that the matter is now

Split – Following the approval of a reverse stock split at a Special Meeting of Stockholders on May 13, 2025, our Board of Directors

approved a 1-for-8 reverse stock split or our outstanding shares of Common Stock, effective as of the close of business on June 6, 2025

with an effective trading date of June 9, 2025.

Accordingly, each 8 shares of outstanding common stock held by stockholders were combined

into one share of common stock.

Our authorized common stock remained at 60,000,000 shares following the stock split.

We issued an additional

77 shares as a result of rounding up fractional shares related to the reverse stock split.

June 2 and June 16, 2025, the second and third patients, respectively, were treated with the Aethlon Hemopurifier at GenesisCare North

Shore in Sydney, Australia.

Each patient underwent a single 4-hour treatment session and tolerated the procedure without complications.

Follow-up visits will include safety assessments, extracellular vesicle (EV) and T cell measurements, as well as imaging to evaluate clinical

2025, our Board of Directors approved, pursuant to the terms of the Director Compensation Policy, the grant of the annual RSUs under the

Director Compensation Policy to each of the four non-employee directors of the Company then serving on the Board of Directors.

Compensation Policy provides for a grant of stock options or $50,000 worth of RSUs at the beginning of each fiscal year for current non-employee

directors then serving on the Board of Directors, and for a grant of stock options or $75,000 worth of RSUs for a newly elected non-employee

director, with each RSU priced at the average for the closing prices for the five days preceding and including the date of grant, or $2.80

per share for the RSUs granted in April 2025.

As a result, in April 2025 the four eligible directors were each granted an RSU in the amount

of 17,858 shares under the Company’s 2020 Equity Incentive Plan, or the 2020 Plan.

The RSUs are subject to vesting in

four equal installments, with 25% of the restricted stock units vesting on each of June 30, 2025, September 30, 2025, December 31, 2025,

and March 31, 2026, subject in each case to the director’s Continuous Service (as defined in the 2020 Plan), through such dates.

Vesting will terminate upon the director’s termination of Continuous Service prior to any vesting date.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures