1 unchanged sentence
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
−Removed: The following discussion and
−Removed: analysis should be read in conjunction with the consolidated Financial Statements and Notes thereto appearing elsewhere in this Annual
−Removed: We are a medical therapeutic
−Removed: company focused on developing the Hemopurifier® (HP), a clinical-stage immunotherapeutic device intended for applications in cancer,
−Removed: life-threatening viral infections, and organ transplantation and other areas of significant unmet needs.
−Removed: In human studies (164 sessions
−Removed: with 38 patients), the Hemopurifier was used safely and demonstrated the potential to remove enveloped viruses.
−Removed: In pre-clinical studies,
−Removed: the Hemopurifier has exhibited the capacity to remove harmful extracellular vesicles (EVs) and enveloped viruses from biological fluids,
−Removed: utilizing its proprietary lectin-based mechanism.
−Removed: These extracellular vesicles have been implicated in disease processes such as immune
−Removed: suppression and metastasis in cancer as well as in the progression of severe life-threatening infectious diseases.
−Removed: Food and Drug
−Removed: Administration (“FDA”) has designated the Hemopurifier as a “Breakthrough Device” for two independent indications:
−Removed: the treatment of individuals with advanced or metastatic cancer who are unresponsive to or intolerant of standard of care therapy, and with cancer types in which extracellular vesicles have been shown to participate in the development or severity of the disease;
−Removed: the treatment of life-threatening viruses for
−Removed: which no approved therapies currently exist.
−Removed: are also evaluating the Hemopurifier’s potential in additional clinical contexts based on its mechanism of action and preclinical
−Removed: We believe that the Hemopurifier
−Removed: may be a substantial advancement in the treatment of patients with advanced and metastatic cancer through its design to bind to and remove
−Removed: harmful remove harmful extracellular vesicles particles that promote the growth and spread of tumors.
−Removed: In October 2022, we formed a wholly-owned
−Removed: subsidiary in Australia to initially conduct oncology-related clinical research, then seek regulatory approval and commercialize our Hemopurifier
+Added: The following discussion and analysis
+Added: should be read in conjunction with the consolidated Financial Statements and Notes thereto appearing elsewhere in this Annual Report.
+Added: We are a medical therapeutic company
+Added: focused on developing the Hemopurifier® (HP), a clinical-stage immunotherapeutic device designed to address unmet needs in oncology,
+Added: life-threatening infectious diseases, organ transplantation and other disease states in which extracellular vesicles (EVs) contribute
+Added: to disease progression.
+Added: The Hemopurifier utilizes a proprietary lectin-based technology to bind and remove enveloped viruses and EVs from
+Added: biological fluids.
+Added: EVs have been associated with immune suppression, metastasis, and resistance to therapy in cancer, as well as progression
+Added: of severe infectious diseases.
+Added: In pre-clinical studies, the Hemopurifier has also demonstrated the ability to bind disease-associated
+Added: extracellular vesicles (“EVs”) and a panel of enveloped viruses.
+Added: The Hemopurifier has been evaluated in human studies, involving
+Added: 173 treatment sessions in 44 patients with either viral infections or cancer.
+Added: The device has been well tolerated with an adverse event
+Added: profile that is consistent with extracorporeal therapy.
+Added: In certain human studies designed to evaluate viral clearance from biological
+Added: fluids, findings demonstrated the removal of enveloped viruses.
+Added: Food and Drug Administration (“FDA”) has granted
+Added: the Hemopurifier “Breakthrough Device” designation for two independent indications:
+Added: the treatment of individuals with advanced or metastatic cancer who are unresponsive to or intolerant of standard of care therapy, and with cancer types in which extracellular vesicles have been shown to contribute to disease progression and
+Added: the treatment of life-threatening viruses for which no approved therapies exist.
+Added: We believe the Hemopurifier may
+Added: be a potential treatment for patients with advanced and metastatic cancer through its ability to bind to and remove extracellular vesicles
+Added: (“EVs”) particles that may promote tumor growth and metastasis.
+Added: In October 2022, we formed a wholly-owned subsidiary in Australia
+Added: to conduct oncology-related clinical research and pursue regulatory approval and commercialization opportunities for the Hemopurifier
in Australia.
−Removed: We completed an in vitro
−Removed: binding study of extracellular vesicles from cancer patient samples, to provide pre-clinical evidence to support our trial design and
−Removed: translational endpoints.
−Removed: Our study indicated positive results from this study, providing evidence that our Hemopurifier removes extracellular
−Removed: vesicles, or EVs, from plasma.
−Removed: This translational study provides pre-clinical evidence to support our phase 1 safety, feasibility and
−Removed: dose-finding clinical trials of our Hemopurifier in patients with solid tumors who have stable or progressive disease during anti-PD-1
−Removed: monotherapy treatment, such as Keytruda® or Opdivo®.
−Removed: We have launched in an Australia
−Removed: safety, feasibility and dose-finding clinical trials of the Hemopurifier in cancer patients with solid tumors who have stable or progressive
−Removed: disease during anti-PD-1 monotherapy treatment, such as Keytruda® (pembrolizumab) or Opdivo® (nivolumab).
−Removed: The primary endpoint
−Removed: of the approximately nine to 18-patients, is safety.
−Removed: Exploratory analyses will be conducted to explore the number of HP treatments required
+Added: We previously completed an in
+Added: vitro binding study of utilizing cancer patient samples, to evaluate the Hemopurifier’s ability to remove EVs from plasma.
+Added: from this translational study provided pre-clinical evidence supporting the design of our oncology clinical trial involving patients with
+Added: solid tumors who have stable or progressive disease during anti-PD-1 monotherapy treatment, such as Keytruda® (pembrolizumab) or Opdivo®
+Added: We are currently conducting a
+Added: safety, feasibility and dose-finding clinical trial in Australia evaluating the Hemopurifier in patients with solid tumors who have stable
+Added: or progressive disease during anti-PD-1 monotherapy treatment.
+Added: The trial is designed to enroll approximately 9 to 18 participants.
+Added: primary endpoint of the trial is safety, while 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.
−Removed: We plan to open a similarly designed trial in India.
−Removed: The following three hospitals
−Removed: in Australia have received ethics committee approval, have gone through training on our device and are open for patient enrollment:
−Removed: Adelaide Hospital in Adelaide, Australia and Pindara Private Hospital in the Gold Coast section of Australia and GenesisCare North Shore
−Removed: Hospital in Sydney, Australia.
−Removed: As of 16JUN2025 we have treated three participants in the first of the three treatment cohorts.
−Removed: patients have completed the pre-specified 7-day safety follow-up period, the data will be presented to an independent Data Safety Monitoring
−Removed: Board (DSMB).
−Removed: The DSMB will provide a recommendation to Aethlon senior leadership on advancing to the next cohort where participants will
−Removed: receive 2 HP treatments during the one week treatment period.
−Removed: The Company continues to pursue
−Removed: approval of a similar clinical trial in India.
−Removed: HREC approval has previously been obtained at Medanta Medicity Hospital.
−Removed: Following this
−Removed: a meeting with Subject Expert Committee (SEC) of the India Regulatory Agency CDSCO was held 5JUN2025.
−Removed: We are awaiting the formal approval
−Removed: letter of the CDSCO.
−Removed: The clinical trial at Medanta can commence following a Site Initiation Visit (SIV) by the company’s India CRO,
+Added: Three clinical sites in Australia—
+Added: Royal Adelaide Hospital in Adelaide, and Pindara Private Hospital on the Gold Coast and GenesisCare North Shore Hospital in Sydney—
+Added: are currently open for patient enrollment.
+Added: During fiscal year 2026, we completed enrollment and treatment of the first cohort of three
+Added: participants, each of whom received a single 4-hour Hemopurifier treatment.
+Added: Following review of the first cohort data, independent Data
+Added: Safety Monitoring Board (DSMB) reported no safety concerns and recommended progression to the second cohort.
+Added: Following the DSMB review
+Added: of the first cohort, enrollment commenced in the second cohort, in which participants received two Hemopurifier treatments during a one-week
+Added: treatment period.
+Added: In March 2026, the Company completed the second cohort and the DSMB subsequently approved advancement to the third cohort
+Added: of the study.
+Added: To date, no serious adverse events (“SAEs”) or dose-limiting toxicities ((“DLTs”) related to the
+Added: Hemopurifier have been reported.
+Added: We previously pursued approval
+Added: of a similar oncology clinical trial in India and received formal approval from the Central Drugs Standard Control Organization (“CDSCO”)
+Added: on July 7, 2025.
+Added: Following evaluation of anticipated site activation timelines and trial execution requirements, the Company elected to
+Added: not proceed with the India trial in order to conserve resources and focus efforts on the Australian oncology clinical trial.
Life-Threatening Viral Infections
−Removed: We also believe that the Hemopurifier
−Removed: can be part of the broad-spectrum treatment of life-threatening highly glycosylated, or carbohydrate coated, viruses that are not addressed
−Removed: with an already approved treatment.
−Removed: In small-scale or early feasibility human studies, the Hemopurifier has been used in the past to treat
−Removed: individuals infected with human immunodeficiency virus, or HIV, hepatitis-C and Ebola.
−Removed: Additionally, in vitro, the
−Removed: Hemopurifier has been demonstrated to capture Ebola, Marburg virus, Zika, Lassa, MERS-CoV, Cytomegalovirus, Epstein-Barr, Herpes simplex,
−Removed: Chikungunya, Dengue, West Nile, H1N1 swine flu, H5N1 bird flu, and the reconstructed 1918 Spanish flu virus.
−Removed: In several cases, these studies
−Removed: were conducted in collaboration with leading government or non-government research institutes.
−Removed: Hemopurifier has previously been studied under FDA and international regulatory frameworks for the treatment of severe SARS-CoV-2 infection.
+Added: We believe the Hemopurifier may
+Added: be applicable in the treatment of life-threatening viral infections involving highly glycosylated, or carbohydrate coated, viruses for
+Added: which no approved therapies exist.
+Added: In small-scale or early feasibility human studies conducted under FDA and international regulatory
+Added: frameworks, the Hemopurifier has been used to treat individuals infected with Ebola, human immunodeficiency virus, HIV, and hepatitis-C
+Added: and SARS-CoV-2.
+Added: In vitro studies have demonstrated
+Added: the ability of the Hemopurifier to capture multiple enveloped viruses, including Ebola, Marburg virus, Zika, Lassa, MERS-CoV, Cytomegalovirus,
+Added: Epstein-Barr, Herpes simplex, Chikungunya, Dengue, West Nile, H1N1 swine flu, H5N1 bird flu, and the reconstructed 1918 Spanish flu virus.
+Added: In several cases, these studies were conducted in collaboration with leading government or non-government research institutes.
While we terminated our U.S.
−Removed: and India-based COVID-19 studies due to low ICU patient volume and shifting priorities, these programs demonstrated
−Removed: real-world use of the Hemopurifier in critically ill patients.
−Removed: We maintain an open IDE for viral indications to preserve optionality for
−Removed: future outbreaks or emergent pathogens .
−Removed: We have sufficient inventory
−Removed: of Hemopurifiers to support our ongoing oncology trial in Australia as well as any near-term expansion of that study or potential trial
−Removed: activity in India.
−Removed: While we have received FDA approval to begin manufacturing at our San Diego facility under our IDE supplement, we are
−Removed: still awaiting FDA approval of a separate supplement to qualify an additional supplier of a key Hemopurifier component.
−Removed: We continue to
−Removed: work with the FDA on this process.
+Added: India-based COVID-19 studies due to low ICU patient volume and shifting priorities, these programs demonstrated provided clinical experience
+Added: with the Hemopurifier in critically ill patients.
+Added: We continue to maintain an open IDE for viral indications, preserving the ability to
+Added: evaluate the Hemopurifier in response to future outbreaks or emergent pathogens.
+Added: We have sufficient inventory of
+Added: Hemopurifiers to support our ongoing oncology trial in Australia as well as any near-term expansion of that study.
+Added: While we have received
+Added: FDA approval to begin manufacturing at our San Diego facility under our IDE supplement, we are still awaiting FDA approval of a separate
+Added: supplement to qualify an additional supplier of a key Hemopurifier component.
+Added: We continue to work with the FDA on this process.
Pre-Clinical Exploration of Additional Clinical
Uses for the Hemopurifier
−Removed: Aethlon R&D laboratory continues to explore potential new indications for the Hemopurifier.
−Removed: We have published in the peer-reviewed
−Removed: journal Transplant Immunology the ability of the device to remove extracellular vesicles and their microRNA cargo from acellular
−Removed: perfusates of discarded kidneys that had undergone normothermic machine perfusion.
−Removed: May 12, 2025, the results of our pre-clinical ex vivo study entitled “Ex Vivo Removal of CD41 positive platelet microparticles from
−Removed: Plasma by a Medical Device containing a Galanthus nivalis agglutinin (GNA) affinity resin” were published in the pre-print vehicle
−Removed: This manuscript has been submitted to a peer-reviewed publication for review.
−Removed: -derived extracellular vesicles (PD-EVs) are the most numerous EV population in the body and are released by platelets in response to
−Removed: a variety of stimuli.
−Removed: The cargo contained within these EVs have been noted to take part in damage to blood vessels, activation of immune
−Removed: cells and spread of tumor cells.
−Removed: Excessive levels of PD-EVs have been implicated in a myriad of diseases including cancer, lupus, systemic
−Removed: sclerosis, multiple sclerosis, Alzheimer’s disease, sepsis, acute and Long COVID.
−Removed: hypothesized that the Aethlon Hemopurifier which contains a propriety GNA affinity resin would remove platelet derived EVs from plasma.
−Removed: In this experiment two hundred milliliters on donated healthy human plasma were circulated over the Aethlon Hemoupurifier (HP) to simulate
−Removed: a clinical HP session.
−Removed: The study results showed a 98.5% removal of platelet -derived EVs at a timepoint equivalent to a 4-hour HP treatment.
−Removed: The results of this study support the current Australian Clinical Trial in Oncology as well as open the investigation of the Hemopurifier
−Removed: in many indications.
−Removed: Extracellular
−Removed: vesicles have been implicated in the pathogenesis of Long COVID.As we had previously demonstrated removal of extracellular vesicles
−Removed: by the Hemopurifier in a patient with severe acute COVID-19 infection, we hypothesized that patients with Long COVID would have
−Removed: extracellular vesicles with the mannose sugar on their surface that would bind to the affinity resin in our device.
−Removed: with investigators at the Univ of California San Francisco Medical Center Long COVID clinic to obtain samples from participants with
−Removed: Long COVID as well as controls that had had COVID -10 infection but had recovered.
−Removed: The data to be presented will review the binding
−Removed: of larger and smaller extracellular vesicles to the GNA lectin and the lectin affinity resin, respectively.
−Removed: We believe the data from
−Removed: this pre-clinical study calls for additional study of the Hemopurifier and look forward to receiving feedback from the Long COVID
−Removed: scientific community at the Keystone Symposium.
−Removed: outcomes of human trials will also be required by the regulatory agencies of certain foreign countries where we plan to market and sell
−Removed: the Hemopurifier.
−Removed: Some of our patents may expire before FDA approval or approval in a foreign country, if any, is obtained.
−Removed: believe that certain patent applications and/or other patents issued to us more recently will help protect the proprietary nature of our
−Removed: Hemopurifier treatment technology.
−Removed: addition to the foregoing, we are monitoring closely the impact of inflation, recent bank failures and the war between Russia and Ukraine
−Removed: and the military conflicts in Israel and the surrounding areas, as well as related political and economic responses and counter-responses
−Removed: by various global factors on our business.
−Removed: Given the level of uncertainty regarding the duration and impact of these events on capital
−Removed: markets and the U.S.
−Removed: economy, we are unable to assess the impact on our timelines and future access to capital.
−Removed: The full extent to which
−Removed: inflation, recent bank failures and the ongoing military conflicts will impact our business, results of operations, financial condition,
−Removed: clinical trials and preclinical research will depend on future developments, as well as the economic impact on national and international
−Removed: markets that are highly uncertain.
−Removed: Our executive offices are
−Removed: located at 11555 Sorrento Valley Road, Suite 203, San Diego, California 92121.
+Added: The Aethlon R&D laboratory
+Added: continues to explore potential new indications for the Hemopurifier.
+Added: We have published in the peer-reviewed journal Transplant Immunology
+Added: the ability of the device to remove extracellular vesicles and their microRNA cargo from acellular perfusates of discarded kidneys that
+Added: had undergone normothermic machine perfusion.
+Added: On May 12, 2025, the results of
+Added: our pre-clinical ex vivo study entitled “Ex Vivo Removal of CD41 positive platelet microparticles from Plasma by a Medical Device
+Added: containing a Galanthus nivalis agglutinin (GNA) affinity resin” were published in the pre-print vehicle bioRxiv.
+Added: Platelet-derived extracellular
+Added: vesicles (PD-EVs) are the most numerous EV population in the body and are released by platelets in response to a variety of stimuli.
+Added: cargo contained within these EVs have been noted to take part in damage to blood vessels, activation of immune cells and spread of tumor
+Added: Excessive levels of PD-EVs have been implicated in a myriad of diseases including cancer, lupus, systemic sclerosis, multiple sclerosis,
+Added: Alzheimer’s disease, sepsis, acute COVID-19 and Long COVID.
+Added: In this study, donated healthy
+Added: human plasma was circulated through the Hemopurifier (HP) to simulate a clinical HP session.
+Added: The study demonstrated approximately 98.5%
+Added: removal of platelet-derived EVs at a timepoint equivalent to a four-hour HP treatment.
+Added: We believe the results support the ongoing Australian
+Added: oncology clinical trial and may support investigation of the Hemopurifier in additional disease indications.
+Added: In November 2025, we publicly
+Added: released a separate pre-clinical preprint entitled “Increased mannosylation of extracellular vesicles in Long COVID plasma provides
+Added: a potential therapeutic target for Galanthus nivalis agglutinin (GNA) affinity resin,” describing exploratory ex vivo laboratory
+Added: research conducted in collaboration with the University of California, San Francisco Long COVID Clinic examining extracellular vesicle
+Added: characteristics in plasma samples from individuals with Long COVID.
+Added: The findings described in these preprints have not been peer reviewed
+Added: and are based on laboratory analyses rather than clinical studies.
+Added: These activities are intended to inform potential future research directions
+Added: and evaluate the broader applicability of the Hemopurifier platform and may not be indicative of clinical outcomes.
+Added: Successful clinical development
+Added: and regulatory approvals will be required before the Hemopurifier may be marketed in the United States or foreign jurisdictions.
+Added: of our patents may expire before regulatory approval is obtained;
+Added: however, the Company believes that its existing patent portfolio and
+Added: more recently issued patents and patent applications will continue to support protection of the proprietary nature of our Hemopurifier
+Added: treatment technology.
+Added: We continue to monitor the impact
+Added: of inflation, global economic conditions, geopolitical conflicts, capital market volatility and other macroeconomic factors on its business,
+Added: operations, clinical development programs and future access to capital.
+Added: The extent to which these factors may affect the Company’s
+Added: business, financial condition and results of operations remains uncertain and will depend on future developments beyond the Company’s
+Added: Our executive offices are located
+Added: at 11555 Sorrento Valley Road, Suite 203, San Diego, California 92121.
Our telephone number is (619) 941-0360.
−Removed: Our website address
−Removed: is www.aethlonmedical.com.
+Added: Our website address is
+Added: 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.
−Removed: Our common stock is listed
−Removed: on the Nasdaq Capital Market under the symbol “AEMD.”
+Added: Our common stock is listed on
+Added: the Nasdaq Capital Market under the symbol “AEMD.”
Fiscal Years Ended March 31, 2026 and 2025
Results of Operations
−Removed: Government Contract Revenues
−Removed: For the fiscal years ended March 31, 2025
−Removed: and 2024, we did not have any active revenue-generating government contracts and, consequently, did not record any government contract
−Removed: revenue for that period.
Operating Costs and Expenses
2 unchanged sentences
of $2,047,733.
−Removed: The $3,295,203 decrease in the fiscal year ended March 31, 2025 was due to a decrease in payroll and related expenses of
−Removed: $1,332,359, a decrease of $1,302,834 in professional fees and a decrease of $660,010 in general and administrative expenses.
−Removed: Payroll and related expenses
−Removed: decreased by $1,332,359 for the fiscal year ended March 31, 2025, compared to the prior year.
−Removed: The decrease was driven by a $876,511 reduction
+Added: The decrease for fiscal year ended March 31, 2026 was primarily attributable to lower payroll and related expenses of $1,086,087,
+Added: lower professional fees of $414,910 and lower general and administrative expenses of $546,736.
+Added: Payroll and related expenses decreased
+Added: by $1,086,087 for the fiscal year ended March 31, 2026, compared to the prior year.
+Added: The decrease was primarily driven by a $949,401 reduction
in salaries and related expenses and a $136,686 decrease in stock-based compensation.
−Removed: The reduction in salary expense reflects the termination
−Removed: of three executives—one in the prior year, one in July 2024, and one in October 2024—as well as a workforce reduction of non-executive
−Removed: employees implemented in August 2024.
−Removed: The decrease in stock-based compensation was primarily due to the absence of accelerated vesting
−Removed: charges recognized in the prior year in connection with the termination of our former Chief Executive Officer, as well as lower stock-based
−Removed: compensation expense associated with the departure of executives and non-executive staff.
−Removed: The overall decrease was partially offset by
−Removed: an increase of $348,287 in severance expenses mostly related to the termination of two former executives.
−Removed: fees decreased by $1,302,834 for the fiscal year ended March 31, 2025, compared to the prior year.
−Removed: The decrease was primarily driven by
−Removed: a $553,377 reduction in legal fees related to the transition to a new legal firm, a $462,154 decrease primarily attributable to the termination
−Removed: of services with a contract manufacturing organization and the completion of a project involving outside laboratory services .
−Removed: addition, consulting fees related to scientific projects and regulatory projects decreased by $239,640 and $125,478 respectively.
−Removed: decreases were partially offset by $84,900 increase in accounting fees associated with obtaining consents from prior audit firm for various
−Removed: General and administrative
−Removed: expenses decreased by $660,010 for the fiscal year ended March 31, 2025, compared to the prior year.
−Removed: The decrease was primarily driven
−Removed: by a $534,069 reduction in costs related to lower purchases of raw materials for the production of Hemopurifiers, reduced cleanroom certification
−Removed: expenses, and fewer outside services for maintenance of the manufacturing facility.
−Removed: Laboratory supplies and testing costs also declined
−Removed: by $337,109 following the completion of oncology and transplant-related projects.
−Removed: Insurance expenses decreased by $141,453, including
−Removed: reductions in medical and workers’ compensation premiums due to lower headcount, as well as overall decrease in business insurance
−Removed: Additional decreases included $44,122 in travel and entertainment expenses, $24,356 decrease in office supplies and $19,498 in
−Removed: depreciation expense related to the disposal of certain equipment.
−Removed: These decreases were partially offset by a $466,661 increase in clinical
−Removed: trial expenses related to our ongoing oncology study in Australia.
+Added: The reduction in salary expense primarily reflects
+Added: that fiscal year 2025 included partial-year salary and severance expense associated with two executives terminated in July 2024 and October
+Added: 2024, respectively, as well as costs associated with non-executive employees affected by a workforce reduction implemented in August 2024,
+Added: whereas such costs were not incurred in fiscal year 2026.
+Added: Professional fees decreased by
+Added: $414,910 for the fiscal year ended March 31, 2026, compared to the prior year.
+Added: The decrease was primarily attributable to lower investor
+Added: relations expenses due to reduced investor relations activities during fiscal year 2026, as well as lower accounting fees resulting from
+Added: the transition to new accounting service providers and certain non-recurring accounting and audit related matters.
+Added: General and administrative expenses
+Added: decreased by $546,736 for the fiscal year ended March 31, 2026, compared to the prior year.
+Added: The decrease was primarily attributable to
+Added: lower clinical trial expenses related to reduced COVID-19 and oncology trial activities in India, the impact of the Australian research
+Added: and development tax credit of $218,000, lower manufacturing supply costs related to Hemopurifier raw materials, lower insurance expense,
+Added: reduced and software subscription costs.
+Added: These decreases were partially offset by higher licenses and permits expense associated with
+Added: Nasdaq delisting appeal costs and a nonrecurring charge related to the forfeiture of a deposit associated with a previously rented mobile
As a result of the above factors,
1 unchanged sentence
Other Income (Expense)
−Removed: expense for the year ended March 31, 2025, included a non-cash charge of $4,612,862 related to a warrant inducement offer.
−Removed: In March 2025,
−Removed: the Company offered certain warrant holders the opportunity to exercise existing warrants at a temporarily reduced exercise price in exchange
−Removed: for the issuance of new warrants.
−Removed: The inducement expense recognized represents the combined fair value of the new warrants issued and
−Removed: the incremental fair value resulting from the modification of the exercise price of the existing warrants .
−Removed: transaction did not impact cash flows from operating activities.
−Removed: During the fiscal year ended
−Removed: March 31, 2025, we recognized $324,450 in other income related to the Employee Retention Tax Credit (“ERTC”)
−Removed: under the CARES Act and subsequent legislation.
−Removed: We recorded the ERTC as other income in the periods in which the payments were received.
−Removed: In addition, we recognized $36,339 in interest income related to the ERTC during fiscal 2025.
−Removed: As of March 31, 2025, the remaining expected
−Removed: credit was recorded as another receivable within other current assets on our consolidated balance sheet.
−Removed: No amounts were recorded in the
−Removed: prior fiscal year.
+Added: Other income (expense), net changed
+Added: significantly for the fiscal year ended March 31, 2026 compared to the prior year primarily due to the absence of the non-cash warrant
+Added: inducement expense and Employee Retention Tax Credit income recognized during fiscal year 2025.
+Added: Other income (expense), net for fiscal
+Added: year 2026 primarily consisted of interest income earned on cash and cash equivalents and interest expense related to the financing of
+Added: directors’ and officers’ insurance premiums.
Liquidity and Capital Resources
−Removed: As of March 31, 2025, we had
−Removed: a cash balance of $5,501,261 and working capital of $4,050,514.
+Added: As of March 31, 2026, we had a
+Added: cash balance of $5,026,458 and working capital of $4,122,702.
This compares to a cash balance of $5,501,261 and working capital of $4,050,514
at March 31, 2025.
−Removed: While the Company has been
−Removed: carrying out certain expense reductions since November 2023;
−Removed: our planned additional expense reductions may not materialize and/or our
−Removed: patient recruitment may occur more rapidly than expected along with the concomitant increases in expenses, therefore there is substantial
−Removed: 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
−Removed: During the fiscal year ended
−Removed: March 31, 2025 we raised capital through a warrant inducement offer and a public offering.
−Removed: In the fiscal year ended March 31, 2024 we
−Removed: raised money through our then existing At The Market Offering Agreement, or the 2022 ATM Agreement, with H.C.
+Added: During the fiscal year ended March
+Added: 31, 2026, we raised capital through a warrant inducement offer, a PIPE financing and a registered direct offering.
+Added: In addition, during
+Added: fiscal year 2026, we filed a registration statement on Form S-3 and amended our At The Market Offering Agreement, or ATM Agreement, with
Wainwright & Co., LLC.
−Removed: or Wainwright.
−Removed: In October 2024, the S-3 registration underlying our At The Market Offering Agreement expired and the ATM was cancelled.
+Added: No sales were made under the ATM Agreement during fiscal year 2026.
+Added: In October 2024, the registration
+Added: statement underlying our prior ATM program expired, and no additional sales could be made thereunder until the new registration statement
+Added: on Form S-3 became effective.
+Added: On February 19, 2026, stockholders
+Added: approved an amendment to the Company’s Articles of Incorporation increasing the authorized shares of common stock from 6,000,000 to 100,000,000
+Added: shares, which increased the Company’s flexibility to pursue future equity financings and other corporate purposes.
+Added: have incurred recurring losses from operations and expect to continue to incur significant operating losses for the foreseeable future
+Added: as we continue our research and development activities and clinical trial programs.
+Added: While we continue to evaluate potential expense reduction
+Added: opportunities, such opportunities may not materialize, and patient recruitment may occur more rapidly than expected, resulting in increased
+Added: operating expenses.
+Added: Based on our current operating plan and existing cash and cash equivalents, we expect that additional capital will
+Added: be required to fund operations.
+Added: Accordingly, substantial doubt exists regarding our ability to continue as a going concern for a period
+Added: of at least one year from the date these financial statements are issued.
+Added: We are actively evaluating additional financing alternatives;
+Added: however, there can be no assurance that additional financing will be available on acceptable terms, or at all .
Financings During the Fiscal Year Ended March 31, 2026:
−Removed: During the fiscal year
−Removed: ended March 31, 2025, we raised aggregate net proceeds of $7,746,311, net of $405,002 in commission and legal expenses to Maxim and
−Removed: $753,090 in direct legal and accounting fees.
−Removed: This total included $3,539,907 from a public offering in May 2024 and $2,054,940 from
−Removed: subsequent exercise of Class A and Class B warrants and $2,151,464 in net proceeds from a warrant inducement offering in March 2025.
−Removed: In connection with that transaction, we paid the placement agent fees totaling $153,979, consisting of a 6% commission on gross
−Removed: proceeds of $138,979 and $15,000 for legal and out-of-pocket expenses to Maxim and $10,877 in direct legal fees.
−Removed: March 16, 2025, Aethlon Medical, Inc.
−Removed: (the “Company”) entered into a
−Removed: inducement offer to exercise existing Class A and Class B Warrants (the “Agreement”) with a certain accredited and
−Removed: institutional holder (the “Holder”) of the Company’s outstanding Class A and Class B Warrants issued on May 17,
−Removed: 2024 (the “Existing Warrants”).
−Removed: Pursuant to the Agreement, the Holder, upon exercise, will receive a new unregistered
−Removed: Common Stock Purchase Warrant (“New Warrant”) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended
−Removed: (“Securities Act”), to purchase up to a number of shares equal to 200% of the number of Warrant Shares issued pursuant
−Removed: to the exercise of Existing Warrants pursuant to this Agreement (the “New Warrant Shares”), which New Warrant shall have
−Removed: an exercise price per share equal to $0.3736, subject to adjustment as provided in the New Warrant, will be exercisable at any time
−Removed: 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
−Removed: issuance and a reduction of the exercise price of the Existing Warrants to $0.3736 per share, representing the closing price on
−Removed: March 14, 2025, but only with respect to a cash exercise under the Existing Warrants (as reduced from the current respective
−Removed: exercise price per share as set forth in the Existing Warrants).
−Removed: closing took place on March 17, 2025.
−Removed: Gross proceeds to the Company from the exercise of the Existing Warrants was $2,316,320,
−Removed: prior to deducting closing costs and placement agent fees as further described below.
−Removed: The Company intends to use the net proceeds from
−Removed: the offering for working capital and general corporate purposes.
−Removed: a result of the Holder exercising the Existing Warrants, the Company issued an aggregate of 775,000 shares of its common stock.
−Removed: underlying the Existing Warrants have all been registered on Form S-1 registration statement (Registration Number 333-278188).
−Removed: Company agreed to file a resale registration statement registering the shares underlying the Replacement Warrants (“Resale Registration
−Removed: Statement”) within ninety (90) days of the date of the Agreement and to use commercially reasonable best efforts to cause the Resale
−Removed: Registration Statement to be effective on or prior to the 150th calendar day after the date of the Agreement.
−Removed: Subject to the terms
−Removed: of the Agreement, the Company will be required to pay certain liquidated damages if the shares underlying the New Warrants are not filed
−Removed: within the ninety (90) period, as more fully described in the Agreement.
−Removed: Company further agreed that until sixty (60) days after the closing date of the warrant exercise, it will not (other than in connection
−Removed: with limited enumerated exceptions) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares
−Removed: of common stock or common stock equivalents or file any registration statement or any amendment or supplement (other than the registration
−Removed: statement registering the shares underlying the Replacement Warrants).
−Removed: connection with the transactions contemplated in the Agreement, the Company agreed to pay its placement agent, Maxim Group, LLC (the “Agent”)
−Removed: the following compensation, (i) a cash fee equal to 6.0% of the gross proceeds received by the Company in the transactions contemplated
−Removed: by the Agreement, and (ii) legal fees and out-of-pocket expenses of $15,000.
−Removed: On May 17, 2024, we
−Removed: closed a public offering pursuant to which we sold an aggregate of:
−Removed: (i) 306,250 shares of our common stock and accompanying Class A
−Removed: 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
−Removed: a combined public offering price of $4.64 per share and accompanying warrants;
−Removed: and (ii) in lieu of common stock, pre-funded warrants
−Removed: to purchase 706,250 shares of common stock and accompanying Class A warrants to purchase up to 706,250 shares of common stock and
−Removed: Class B warrants to purchase up to 706,250 shares of common stock, at a combined public offering price of $4.63 per pre-funded
−Removed: warrant and accompanying warrants, which is equal to the public offering price per share of common stock, and accompanying warrants
−Removed: less the $0.001 per share exercise price of each such pre-funded warrant.
−Removed: The gross proceeds from the offering, before deducting the
−Removed: placement agent’s fees and other offering expenses, were approximately $4.7 million.
+Added: Net cash provided by financing
+Added: activities for the year ended March 31, 2026 was approximately $6.5 million.
+Added: Financing activities primarily consisted of proceeds from
+Added: equity offerings and warrant exercises totaling approximately $7.8 million, offset by $1.2 million in offering costs and placement agent
+Added: The proceeds were used primarily for working capital and general corporate purposes.
Financings During the Fiscal Year Ended March 31,
−Removed: During the fiscal year
−Removed: ended March 31, 2024, we raised aggregate net proceeds of $1,322,383, net of $34,118 in commissions to Wainwright and $8,202 in
−Removed: other offering expense, through the sale of 37,011 shares of our common stock at an average price of $35.76 per share under the 2022
−Removed: ATM Agreement.
−Removed: 2022 At The Market Offering Agreement with
−Removed: Wainwright & Co., LLC
−Removed: March 24, 2022, we entered into the 2022 ATM Agreement with Wainwright, which established an at-the-market equity program pursuant to
−Removed: which we may offer and sell shares of our common stock from time to time as set forth in the 2022 ATM Agreement.
−Removed: This agreement was terminated in October 2024.
−Removed: offering was registered under the Securities Act pursuant to our shelf registration statement on Form S-3 (Registration Statement No.
−Removed: 333-259909), as previously filed with the SEC and declared effective on October 21, 2021.
−Removed: We filed a prospectus supplement, dated March
−Removed: 24, 2022, with the SEC that provides for the sale of shares of our common stock, or the 2022 ATM Shares, having an aggregate offering
−Removed: price of up to $15,000,000, which was subsequently and most recently updated pursuant to our prospectus supplement, dated September 29,
−Removed: 2022, filed with the SEC that provides for the sale of 2022 ATM Shares having an aggregate offering price of up to $6,625,000.
−Removed: 31, 2024, $5,302,617 of 2022 ATM Shares remained available for sale under the 2022 ATM Agreement.
−Removed: the 2022 ATM Agreement, Wainwright may sell the 2022 ATM Shares by any method permitted by law and deemed to be an “at the market
−Removed: offering” as defined in Rule 415 promulgated under the Securities Act, including sales made directly on the Nasdaq Capital Market,
−Removed: or on any other existing trading market for the 2022 ATM Shares.
−Removed: In addition, under the 2022 ATM Agreement, Wainwright may sell the 2022
−Removed: ATM Shares in privately negotiated transactions with our consent and in block transactions.
−Removed: Under certain circumstances, we may instruct
−Removed: Wainwright not to sell the 2022 ATM Shares if the sales cannot be effected at or above the price designated by us from time to time.
−Removed: are not obligated to make any further sales of the 2022 ATM Shares under the 2022 ATM Agreement.
−Removed: The offering of the 2022 ATM Shares pursuant
−Removed: to the 2022 ATM Agreement will terminate upon the termination of the 2022 ATM Agreement by Wainwright or us, as permitted therein.
−Removed: 2022 ATM Agreement contains customary representations, warranties and agreements by us, and customary indemnification and contribution
−Removed: rights and obligations of the parties.
−Removed: We agreed to pay Wainwright a placement fee of up to 3.0% of the aggregate gross proceeds from
−Removed: each sale of the 2022 ATM Shares.
−Removed: We also agreed to reimburse Wainwright for certain specified expenses in connection with entering into
−Removed: the 2022 ATM Agreement.
+Added: During the fiscal year ended March
+Added: 31, 2025, the Company raised aggregate net proceeds of approximately $7.7 million from equity financing transactions, including a public
+Added: offering completed in May 2024, subsequent warrant exercises and a warrant inducement transaction completed in March 2025.
+Added: were used primarily for working capital and general corporate purposes.
Material Cash Requirements
−Removed: We expect our clinical trial
−Removed: expenses for the planned oncology trials in Australia and India to increase for the foreseeable future.
−Removed: While these increases are primarily
−Removed: related to trial activities, additional Hemopurifiers may also be manufactured to support the studies.
−Removed: In addition, we have entered
−Removed: into leases for our headquarters, laboratory and manufacturing facilities.
−Removed: We expect our rent payments to continue to increase for the
−Removed: foreseeable future.
−Removed: Future capital requirements
−Removed: will depend upon many factors, including progress with pre-clinical testing and clinical trials, the number and breadth of our clinical
−Removed: programs, the time and costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims and other proprietary
−Removed: rights, the time and costs involved in obtaining regulatory approvals, competing technological and market developments, as well as our
−Removed: ability to establish collaborative arrangements, effective commercialization, marketing activities and other arrangements.
−Removed: continue to incur increasing negative cash flows and net losses for the foreseeable future.
−Removed: We will continue to need to raise additional
−Removed: capital either through equity and/or debt financing for the foreseeable future.
−Removed: As a result of global events,
−Removed: political changes, bank failures, actual or perceived changes in interest rates and economic inflation, the global credit and financial
−Removed: markets have experienced extreme volatility, including diminished liquidity and credit availability, declines in consumer confidence,
−Removed: declines in economic growth, increases in inflation and uncertainty about economic stability.
−Removed: There can be no assurance that further deterioration
−Removed: in credit and financial markets and confidence in economic conditions will not occur.
−Removed: If equity and credit markets deteriorate, it may
−Removed: make any necessary debt or equity financing more difficult to obtain, more costly and/or more dilutive.
−Removed: Any of these actions could materially
−Removed: harm our business, results of operations and future prospects.
−Removed: While we currently has been
−Removed: carrying out certain expense reductions since November 2023;
−Removed: our planned additional expense reductions may not materialize and/or our
−Removed: patient recruitment may occur more rapidly than expected along with the concomitant increases in expenses;
−Removed: therefore there is substantial
−Removed: 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
−Removed: We do plan to access the equity
−Removed: markets for additional capital, however, there can be no assurance that we will be able to access such additional capital.
−Removed: Our ability to raise additional
−Removed: funds may be adversely impacted by potential worsening global economic conditions and disruptions to and volatility in the credit and
−Removed: financial markets in the United States, including due to bank failures, actual or perceived changes
−Removed: in interest rates and economic inflation , and worldwide resulting from macroeconomic factors.
−Removed: Because of the numerous risks and
−Removed: uncertainties associated with product development, we cannot predict the timing or amount of increased expenses and we may never be profitable
−Removed: or generate positive cash flow from operating activities.
−Removed: Cash flows from operating,
−Removed: investing and financing activities, as reflected in the accompanying Consolidated Statements of Cash Flows, are summarized as follows
−Removed: (in thousands):
+Added: We expect our clinical trial expenses
+Added: related to our oncology studies in Australia to continue for the foreseeable future.
+Added: These expenses primarily relate to trial activities
+Added: and manufacturing of additional Hemopurifiers to support the studies.
+Added: In addition, we maintain leases
+Added: for our headquarters, laboratory and manufacturing facilities.
+Added: We are currently evaluating certain lease arrangements as we continue to
+Added: assess our operational and facility requirements.
+Added: Future capital requirements will
+Added: depend upon many factors, including progress and results of our clinical trials, the number and scope of development programs, the costs
+Added: of manufacturing Hemopurifier devices, the timing and costs associated with regulatory approvals, the costs involved in protecting and
+Added: maintaining our intellectual property portfolio, and our ability to establish strategic collaborations or other financing arrangements.
+Added: We have incurred recurring losses
+Added: from operations and negative cash flows from operating activities and expect such conditions to continue for the foreseeable future.
+Added: we will require additional capital to fund our operations and clinical programs.
+Added: We expect to seek additional financing through equity
+Added: offerings, debt financings and/or strategic transactions;
+Added: however, there can be no assurance that such financing will be available on
+Added: acceptable terms, if at all.
+Added: Because of the numerous risks
+Added: and uncertainties associated with the development of the Company’s therapeutic technologies, the Company cannot predict the timing
+Added: or amount of future operating expenditures and may never achieve profitability or positive cash flows from operations
+Added: Global economic and geopolitical
+Added: conditions, including inflationary pressures, interest rate volatility, geopolitical conflicts and uncertainty in the capital markets,
+Added: may adversely impact the Company’s ability to obtain additional financing on acceptable terms, or at all.
+Added: Continued volatility in
+Added: the equity and credit markets could make future financings more difficult, more costly and/or more dilutive to stockholders.
+Added: Cash flows from operating, investing
+Added: and financing activities, as reflected in the accompanying Consolidated Statements of Cash Flows, are summarized as follows (in thousands):
For the year ended
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activities due to our losses from operations.
−Removed: Net cash used in operating activities was approximately $7,646,000 in fiscal 2025, compared
−Removed: to net cash used in operating activities of approximately $10,130,000 in fiscal 2024, a decrease of approximately $2,484,000.
−Removed: in cash flows was primarily driven by a decrease of $2,869,000 in net loss after non-cash charges partially offset by a negative change
−Removed: in our working capital items of $385,000 mainly from the approximately $210,000 decrease in accounts payable and other current liabilities
−Removed: and approximately $299,000 decrease in due to related parties.
−Removed: These decreases were partially offset by a decrease of approximately $124,000
+Added: Net cash used in operating activities was approximately $7.0 million in fiscal 2026, compared
+Added: to approximately $7.6 million in fiscal 2025, a decrease of approximately $600,000.
+Added: The decrease in cash used in operating activities
+Added: was primarily attributable to a lower net loss in fiscal 2026, partially offset by lower non-cash charges, including the absence of warrant
+Added: inducement expense recorded in fiscal 2025.
+Added: Changes in working capital also contributed to the change in operating cash flows, primarily
+Added: due to decreases in accounts payable and other current liabilities and amounts due to related parties.
Net Cash Used in Investing Activities
−Removed: During the fiscal year ended
−Removed: March 31, 2025 we did not purchase equipment.
−Removed: For the year ended March 31, 2024, we purchased approximately $251,000 of equipment, respectively.
+Added: During fiscal 2026, the Company
+Added: purchased approximately $4,000 of equipment.
+Added: The Company did not purchase any equipment during fiscal 2025.
Net Cash from Financing Activities
−Removed: Net cash generated from financing
−Removed: activities increased from approximately $1,288,000 in the fiscal year ended March 31, 2024 to approximately $7,277,000 in the fiscal year
−Removed: ended March 31, 2025.
−Removed: In the fiscal year ended March
−Removed: 31, 2025, we raised approximately $3,540,000 from the issuance of common stock.
−Removed: We also raised approximately $2,055,000 from the exercise
−Removed: of warrants under standard terms and approximately $2,316,000 from the exercise of warrants under induced terms.
−Removed: These proceeds were partially
−Removed: offset by $154,000 in commissions and $11,000 in legal fees related to the induced warrant exercises.
−Removed: Additionally, we used approximately
−Removed: $19,000 used to satisfy tax withholding obligations associated with the issuance of restricted stock units (RSUs).
−Removed: During the fiscal year ended
−Removed: March 31, 2024, we raised $1,322,383 from the issuance of common stock, which was partially offset by the use of approximately
−Removed: $35,000 to pay for the tax withholding on the issuance of restricted stock units, or RSUs.
+Added: Net cash provided by financing
+Added: activities decreased from approximately $7.7 million during the fiscal year ended March 31, 2025 to approximately $6.5 million during
+Added: the fiscal year ended March 31, 2026.
+Added: Financing activities during fiscal
+Added: 2026 primarily consisted of proceeds from the issuance of common stock and exercises of warrants.
+Added: These proceeds were partially offset
+Added: by commissions, offering-related expenses and tax withholding payments associated with the vesting of restricted stock units (“RSUs”).
+Added: Financing activities during fiscal
+Added: 2025 primarily consisted of proceeds from the issuance of common stock and warrant-related financing transactions, partially offset by
+Added: tax withholding payments associated with the vesting of RSUs.
Critical Accounting Policies and Significant Judgments and Estimates
1 unchanged sentence
financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires us
−Removed: to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
−Removed: assets and liabilities at the date of the financial statements.
−Removed: These estimates and assumptions affect the reported amounts of expenses
−Removed: during the reporting period.
−Removed: On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other
−Removed: factors and circumstances.
−Removed: We believe our estimates and assumptions are reasonable in the circumstances;
−Removed: however, actual results may differ
−Removed: from these estimates under different future conditions.
−Removed: We believe that the estimates
−Removed: and assumptions that are most important to the portrayal of our financial condition and results of operations, in that they require the
−Removed: most difficult, subjective or complex judgments, form the basis for the accounting policies deemed to be most critical to us.
−Removed: There were no accounting estimates
−Removed: in the year ended March 31, 2025 with a high degree of uncertainty or amounts that are with a high likelihood to change from period to
−Removed: period that would materially impact the presentation of our financial statements for the year ended March 31, 2025.
+Added: to make a number of estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying
+Added: On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances.
+Added: Actual results could differ from these estimates under different future assumptions or conditions.
+Added: We believe that the following
+Added: accounting policies and estimates involve significant judgments and assumptions used in the preparation of our consolidated financial
+Added: statements and are important to the portrayal of our financial condition and results of operations.
Warrant Inducement Transactions
−Removed: time to time, the Company may enter into warrant inducement arrangements, in which modifications to the terms of outstanding equity-classified
−Removed: warrants—such as reductions in exercise price or the issuance of additional warrants—are offered to incentivize early exercise.
−Removed: These transactions require significant judgment in determining whether the arrangement constitutes a routine equity modification or a
−Removed: substantive inducement that should be accounted for as an expense.
−Removed: In making this determination, the Company evaluates the structure and
−Removed: purpose of the transaction, including whether incremental value was transferred to the holder to accelerate capital inflows.
−Removed: where the substance of the arrangement reflects an inducement, the Company records the incremental value as an expense in the period the
−Removed: transaction occurs.
−Removed: Determining the fair value of such inducements and the appropriate timing of recognition involves complex estimates
−Removed: and careful consideration of the facts and circumstances of each arrangement .
+Added: From time to time, the Company may enter into warrant
+Added: inducement arrangements, in which modifications to the terms of outstanding equity-classified warrants—such as reductions in exercise
+Added: price or the issuance of additional warrants—are offered to incentivize early exercise.
+Added: These transactions require significant judgment
+Added: in determining whether the arrangement constitutes a routine equity modification or a substantive inducement that should be accounted
+Added: for as an expense.
+Added: In making this determination, the Company evaluates the structure and purpose of the transaction, including whether
+Added: incremental value was transferred to the holder to accelerate capital inflows.
+Added: In cases where the substance of the arrangement reflects
+Added: an inducement, the Company records the incremental value as an expense in the period the transaction occurs.
+Added: Determining the fair value
+Added: of such inducements and the appropriate timing of recognition involves complex estimates and careful consideration of the facts and circumstances
+Added: of each arrangement.
Share-based Compensation
−Removed: We account for share-based
−Removed: compensation awards using the fair-value method and record such expense based on the grant date fair value in the consolidated financial
−Removed: statements over the requisite service period.
−Removed: This requires management to make estimates and assumptions regarding the fair value of the
−Removed: awards, including the expected term, volatility, risk-free interest rate, and forfeiture rates.
−Removed: These assumptions are inherently subjective
−Removed: and involve significant judgment.
+Added: We account for share-based compensation
+Added: awards using the fair-value method and record such expense based on the grant date fair value in the consolidated financial statements
+Added: over the requisite service period.
+Added: This requires management to make estimates and assumptions regarding the fair value of the awards,
+Added: including the expected term, volatility, risk-free interest rate, and forfeiture rates.
+Added: These assumptions are inherently subjective and
+Added: involve significant judgment.
The fair value of stock options is typically determined using the Black-Scholes option pricing model.
−Removed: Compensation expense is recognized over the vesting period of the awards in a manner that reflects the service period or any applicable
−Removed: performance conditions.
+Added: expense is recognized over the vesting period of the awards in a manner that reflects the service period or any applicable performance
RSU Grants to Non-Employee Directors
−Removed: The Company maintains the
−Removed: Amended and Restated Non-Employee Director Compensation Policy, or the Director Compensation Policy, which provides for cash and equity
−Removed: compensation for persons serving as non-employee directors of the Company.
−Removed: Under this policy, each new director receives either stock
−Removed: 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
−Removed: each fiscal year.
−Removed: The (i) stock options are subject to vesting and (ii) RSUs are subject to vesting and represent the right to be issued
−Removed: on a future date shares of our common stock upon vesting.
+Added: The Company maintains the Amended
+Added: and Restated Non-Employee Director Compensation Policy, or the Director Compensation Policy, which provides for cash and equity compensation
+Added: for persons serving as non-employee directors of the Company.
+Added: Under this policy, each new director receives either stock options or a
+Added: 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
+Added: 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
+Added: date shares of our common stock upon vesting.
April 23, 2025, our Board of Directors approved, pursuant to the terms of the Director Compensation Policy, the grant of the annual RSUs
3 unchanged sentences
newly elected non-employee director, with each RSU priced at the average for the closing prices for the five days preceding and including
−Removed: the date of grant, or $12.16 per share for the RSUs granted in April 2024.
−Removed: As a result, in April 2024 the four eligible directors were
−Removed: each granted an RSU in the amount of 4,112 shares under the Company’s 2020 Equity Incentive Plan, or the 2020 Plan.
−Removed: RSUs are subject to vesting in four equal installments, with 25% of the restricted stock units vesting on each of June 30, 2024, September
−Removed: 30, 2024, December 31, 2024, and March 31, 2025, subject in each case to the director’s Continuous Service (as defined in the 2020
−Removed: Plan), through such dates.
−Removed: Vesting will terminate upon the director’s termination of Continuous Service prior to any vesting date.
−Removed: There were no vested RSUs
−Removed: outstanding as of March 31, 2025.
+Added: the date of grant.
+Added: In April 2026 the four eligible directors were each granted an RSU in the amount of 21,815 shares under the
+Added: Company’s 2020 Equity Incentive Plan, or the 2020 Plan.
+Added: The RSUs are subject to vesting in four equal installments, with 25% of
+Added: the restricted stock units vesting on each of June 30, 2025, September 30, 2025, December 31, 2025, and March 31, 2026, subject in each
+Added: case to the director’s Continuous Service (as defined in the 2020 Plan), through such dates.
+Added: Vesting will terminate upon the director’s
+Added: termination of Continuous Service prior to any vesting date.
+Added: There were no
+Added: unissued vested RSUs outstanding as of March 31, 2026.
Recent Events
−Removed: Split – Following the approval of a reverse stock split at a Special Meeting of Stockholders on May 13, 2025, our Board of Directors
−Removed: 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, 2023.
−Removed: Accordingly, each 8 shares of outstanding common stock held by stockholders were combined into one share of common stock.
−Removed: Our authorized
−Removed: common stock remained at 60,000,000 shares following the stock split.
−Removed: We issued 77 additional shares shares as a result of rounding up
−Removed: fractional shares related to the reverse stock split.
−Removed: June 2, 2025, a second patient was treated with the Hemopurifier at GenesisCare North Shore Hospital in Sydney, Australia.
−Removed: patient was treated with the Aethlon Hemopurifier for 4 hours in a single day and tolerated the procedure without complications.
−Removed: will have follow-up safety visits, EV and T cell measurements as well as imaging for clinical response.
−Removed: In April 2025, our Board of
−Removed: Directors approved, pursuant to the terms of the Director Compensation Policy, the grant of the annual RSUs under the Director Compensation
−Removed: Policy to each of the four non-employee directors of the Company then serving on the Board of Directors.
−Removed: The Director Compensation Policy
−Removed: 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
−Removed: 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,
−Removed: 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
−Removed: for the April 2024 RSU grants.
−Removed: As a result, in April 2025 the four eligible directors were each granted an RSU in the amount of 17,858
−Removed: shares under the 2020 Plan.
−Removed: The RSUs are subject to vesting in four equal installments, with 25% of the restricted stock units vesting
−Removed: 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
−Removed: Service (as defined in the 2020 Plan), through such dates.
−Removed: Vesting will terminate upon the director’s termination of Continuous
−Removed: Service prior to any vesting date.
+Added: to March 31, 2026, the Company sold an aggregate of 800,111 shares of common stock under its ATM facility, resulting in gross proceeds
+Added: of approximately $1,904,212.
+Added: Net proceeds, after sales commissions of approximately $47,000 and SEC, settlement and delivery fees of approximately
+Added: $5,900, were approximately $1,851,000.
+Added: The Company has not reflected additional offering-related costs, including legal and accounting
+Added: fees, in the net proceeds amount, as such costs will be recorded as a reduction of additional paid-in capital upon final determination .
+Added: The Company intends to use the proceeds for working capital
+Added: and general corporate purposes, including clinical development activities and research and development.
+Added: On June 4, 2026, the Company filed
+Added: Amendment No.
+Added: 1 to its prospectus supplement relating to its at-the-market offering program.
+Added: The amendment updated the amount of securities
+Added: eligible for sale pursuant to General Instruction I.B.6 of Form S-3.
+Added: Following the filing of the amendment, the Company may offer and
+Added: sell shares of its common stock having an aggregate offering price of up to approximately $542,716 pursuant to its at-the-market offering
+Added: 4, 2026, we completed treatment of the first participant in Cohort 3 of our Australian oncology trial at Pindara Private Hospital
+Added: on the Gold Coast of Australia.
+Added: The participant received three Hemopurifier treatments over a one-week period, each treatment lasting
+Added: The participant tolerated the procedures without reported complications.
+Added: The participant will now undergo a seven-day safety
+Added: follow-up period during which the participant will be monitored for dose limiting toxicities (“DLTs”) and device-related serious
+Added: adverse events (SAEs) occurs.
+Added: Two additional patients must be enrolled and treated to complete this Cohort 3.
+Added: Subsequent to March 31, 2026,
+Added: on April 17, 2026, the Board of Directors approved annual restricted stock unit (“RSU”) awards to each of the Company’s
+Added: four non-employee directors pursuant to the Company’s Director Compensation Policy and the Company’s 2020 Equity Incentive
+Added: The awards had an aggregate grant date value of approximately $200,000 and covered an aggregate of 87,260 shares of common stock.
+Added: The awards vest in four equal quarterly installments through March 31, 2027, subject to continued service on the applicable vesting dates.
+Added: The RSUs and the shares issuable upon settlement thereof were granted in reliance upon exemptions from registration under the Securities
+Added: Act of 1933, as amended.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
2 unchanged sentences
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.