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Item 9A. Controls and Procedures

2026-06-10 compared with 2025-06-26 · 1109 added, 1278 removed, 951 unchanged (72% of the section changed)

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We maintain “disclosure

controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information

controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to ensure that information

required to be disclosed, in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified

in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Interim

Chief Executive Officer and Chief Financial Officer (who is our principal executive officer and principal financial officer), to allow

in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive

Officer who also serves as our Chief Financial Officer (who is our principal executive officer and principal financial officer), to allow

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,

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

evaluating the cost-benefit relationship of possible controls and procedures.

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 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.

Under the supervision and with

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

out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.

Internal Control over Financial Reporting

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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 Chief Executive Officer, who also serves as our Chief Financial Officer, we conducted

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, 2026.

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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.

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

reporting was effective as of March 31, 2026.

Limitations on Internal Control Over Financial Reporting

Management recognizes that a system

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

the achievement of control objectives 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, 2025 that has materially affected, or is reasonably

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

There were no changes in our internal

control over financial reporting during the last fiscal quarter ended March 31, 2026 that materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

OTHER INFORMATION

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

During the three months ended

March 31, 2026, 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 INSPECTIONS

Not applicable.

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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

Frakes Chief Executive Officer, Chief

Financial Officer and Director

Frakes has served as the Company’s

Chief Executive Officer and Chief Financial Officer since October 3, 2024, after serving 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.

He has been a director of the Company since November 2023 and Chief Financial Officer since September 2010.

2008 to September 2010, he served as the Company’s Senior Vice President, Finance.

Prior to joining the Company, Mr.

Chief Financial Officer for Left Behind Games Inc., a video game company, and previously served as Chief Financial Officer of NTN Buzztime,

Inc., an interactive entertainment company.

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

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.

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, since

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

He previously served on the boards of several nonprofit

organizations, including the Dingman Center for Entrepreneurship Board of Advisors at the University of Maryland from 1989 to 2020, the

National Capital Chapter of Corporate Directors, where he was Founder, Chair from 2003 to 2005 and director from 2001 to 2018 and t the

Association for Corporate Growth, National Capital Chapter, where he was Founder, Chair from 2000 to 2018.

Broenniman earned an MBA

from Stanford Graduate School of Business and his B.A.

from Yale University.

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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.

Gikakis served Head of Commercial for WearOptimo

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

From 2017 to 2019, he served as Vice President of Strategy and

Corporate Development at Oventus Medical Limited, where he supported the commercial expansion of the company’s 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.

Gikakis has held various leadership and independent strategic advisor positions in the healthcare industry

focused on sales, marketing, product development, and corporate development, including for companies working with blood filtration and

purification technologies.

Gikakis holds a B.S.

in Bioengineering from the University of Pennsylvania and an MBA from George Mason

Earlier in his career, he worked in bench and clinical research, and gained 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.

Angela Rossetti has served

as a director of the Company since April 2022.

Since March 2018, Dr.

Rossetti has served as an independent consultant to companies in

the biotechnology and pharmaceutical industries, including Kala Pharmaceuticals, Inc.

and Celgene Corporation.

From June 2015 through

July 2017, Dr.

Rossetti served as Vice President of Cell Machines, Inc., an early-stage biopharmaceutical company developing novel protein

therapies, where she supported commercialization activities for therapies targeting hemophilia and other diseases.

Rossetti has held

various positions within pharmaceutical commercial development, marketing, communications and finance, including serving as Vice President

of a Global Commercial Medicine Team at Pfizer Inc.

from 2007 to 2012, where she led a global smoking cessation initiative.

previously served on the board of directors of Palatin Technologies, Inc., a public biopharmaceutical company, from June 2013 to December

Rossetti currently serves as an adjunct Assistant Professor of Medical and Pharmaceutical Ethics at New York Medical College

and as an Adjunct Associate at Albert Einstein College of Medicine.

Rossetti holds a Doctorate in Bioethics from Loyola University

Chicago, where her studies focused on research ethics and rare disease ethics, an M.B.E from Montefiore Einstein, and an M.B.A.

from Columbia

University and a B.A.

in Biology and English from the University of Pennsylvania.

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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

Shah is a board certified Otolaryngologist and is a partner and board member of the Surgery Center

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

He also serves on the board of directors

of another private company.

Shah holds teaching positions, serves on multiple hospital committees and serves on the Audiology and

Speech Language Pathology Committee for the State of New Jersey.

He previously served as member of the Board of Medical Examiners for

the State of New Jersey.

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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.

LaRosa has served as our Chief

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

Prior to joining the

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.

to joining Entasis, Dr.

LaRosa served as an Attending Physician in the Division of Infectious Disease at Beverly Hospital, a member of

Beth Israel Lahey Health.

From September 2012 to March 2020, Dr.

LaRosa served as an Attending Physician in the Division of Infectious

Diseases at Rhode Island Hospital.

Prior to that, he served as an Associate Staff Physician in the Department of Infectious Disease at

the Cleveland Clinic Foundation and as Clinical Research Physician for Eli Lilly and Company.

Throughout his career, Dr.

LaRosa has had several academic

appointments.

LaRosa holds his M.D.

LaRosa has had

several academic appointments.

LaRosa received 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.

in Biology from Boston

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

at Massachusetts General Hospital.

He is Board Certified in Internal Medicine and Infectious Disease by the American Board of Internal

Family Relationships

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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.

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.

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;

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

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Board of Directors

Our Board of Directors has

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

Our Board of Directors has the

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

Members of our Board of Directors

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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.

Frakes as our Chief Executive Officer and Chief Financial Officer, and we have not designated a lead independent

We believe that having the offices of Chairman of our Board and 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

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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.

Shah serves as an independent director on the Compensation and Nominating

and Corporate Governance Committees, and Mr.

Gikakis serves as an independent director on the Audit and Nominating and Corporate Governance

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.

Rossetti is Chair

of the Nominating and Corporate Governance Committee.

Our Board of Directors believes

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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.

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

In the judgment of our Board of Directors, Mr.

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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

Audit Committee and Audit Committee Financial Expert

Our Board of Directors formed

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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.

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.

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

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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.

Annual Report does not include or incorporate by reference the information

on our website into this Amendment No.

Annual Report.

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.

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

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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.

With respect to calendar year

2025, 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

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.

Annual Report does not include or incorporate by reference the information

on our website into this Amendment No.

Annual Report.

Nominating and Corporate Governance Committee

The responsibilities of the

Nominating and Corporate Governance Committee include:

The responsibilities of the Nominating

and Corporate Governance Committee include:

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

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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

The 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.

Annual Report does not include

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

Annual Report.

Stockholder Nominees for Director

1 unchanged sentence

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

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 tasks.

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 on

The inclusion of our website address in this Amendment No.

1 does not include or incorporate by reference the information

Annual Report does not include or incorporate by reference the information

on our website into this Amendment No.

Annual Report.

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

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.

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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

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

Annual Report.

Delinquent Section 16(a)

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

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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.

Our named executive officers for

the fiscal year ended March 31, 2026, consist of our Chief Executive Officer, who also serves as our Principal Financial Officer and our

Chief Medical Officer.

These individuals represented our principal executive officer, principal financial officer and the next highly

compensated executive officer.

serving as of March 31, 2026.

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.

The table also includes

compensation for Guy F.

Cipriani, our former Chief Operating Officer, who served during a portion of fiscal year 2025 and received severance

during fiscal year 2026.

SUMMARY COMPENSATION TABLE FOR 2026 AND 2025 FISCAL

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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.

Former Senior Vice President, Chief Operating Officer

Includes a discretionary cash bonus payment of $250,000

and an accrued vacation payout of $76,922 related to a Company-wide vacation policy change.

Includes a discretionary cash bonus payment of $75,000

and an accrued vacation payout of $45,480 related to a Company-wide vacation policy change.

Includes a severance payment of $211,250 for fiscal year ending ended March 31, 2026.

For the fiscal year ended March 31, 2025, includes severance payments of $178,750 and accrued vacation payout of $17,438, paid in connection with the executive’s termination of employment.

Narrative Disclosure to Executive Summary

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$ 473,000 (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.

LaRosa’s annual base salary was increased from $430,000 to $473,000, effective as of April 1, 2025.

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.

With respect to the fiscal year

ended March 31, 2026, we approved cash bonuses of $250,000 to our Chief Executive Officer and Chief Financial Officer and $75,000 to our

Chief Medical Officer.

Equity-Based Incentive Awards

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In the fiscal year ended March 31, 2026, 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

Granting of Certain Equity Awards Close in Time

to the Release of Material Nonpublic Information

We do not grant equity awards

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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.

Other than our RSU grants in every April annual grants

to our independent directors in 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.

Frakes serves as Chief

Executive Officer and Chief Financial Officer of the Company.

On December 12, 2018, the Company entered into an executive employment agreement

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

Effective October 3, 2024, Mr.

was appointed permanent Chief Executive Officer.

Frakes currently receives an annual base salary of $500,000 and is eligible to receive

an annual discretionary cash performance bonus as determined by the Board of Directors or Compensation Committee based on individual and

Company performance objectives.

The agreement further provides

Frakes’ employment is terminated without cause or if he resigns for good reason, he is entitled to receive continued

base salary payments and Company-paid healthcare benefits for a period of 12 months following 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.

became entitled to receive 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.

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

In connection with his departure, Mr.

Cipriani became entitled to receive severance and related separation benefits, consistent with the terms of his Employment Agreement.

On January 4, 2021, we entered

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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.

currently receives an annual base salary of $473,000 and is eligible to receive an annual cash performance bonus targeted at 40% of his

base salary, as determined by the Board of Directors or Compensation Committee based on Company and individual performance objectives.

The agreement also provides that

LaRosa’s employment is terminated without cause, or if he resigns for good reason (each as defined in the agreement), then

LaRosa he is entitled to receive continued base salary payments and Company-paid healthcare benefits for a period of 12 months following

such termination.

Outstanding Equity Awards at 2026 Fiscal Year-End

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Number of Securities Underlying Unexercised Options Unexercisable

Option Exercise Price

Chief Executive Officer and

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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.

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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 2026 Fiscal Year

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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.

As of March 31, 2026, Mr.

Broenniman had no outstanding equity awards.

Gikakis was reappointed to the Audit Committee in December,2025.

In the fiscal year ended March 31, 2026, Mr.

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As of March 31, 2026, Mr.

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

Gikakis had no outstanding equity awards.

In the fiscal year ended March 31, 2026, Ms.

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Rossetti had no outstanding equity awards.

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

Shah served as a member of our Audit Committee until December 2025.

In the fiscal year ended March 31, 2026, Dr.

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Shah 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, 2026, Dr.

Shah had no outstanding equity awards

Non-Employee Director Compensation Policy

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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,

we had 1,570,449 shares of our common stock issued and outstanding.

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, CA 92121.

NAME OF BENEFICIAL OWNER

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Armistice Capital, LLC

Ikarian Capital, LLC

Directors and Named Executive Officers

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Based on 1,570,449 shares of common stock outstanding as of March 31, 2026.

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.

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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

Consists of (i) 3 shares of common stock and (ii) 302 shares subject to stock options that are currently exercisable.

Consist of 7,371 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 6,918 shares

of common stock.

Consists of 7,861 shares of common stock.

Consists of 278 shares subject to stock options that are currently exercisable.

Consists of 6,919 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:

The following table sets forth information, as of March

31, 2026, about our equity compensation plans in effect as of that date:

Plan category

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Item 402(v) Pay Versus Performance

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

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

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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.

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.

Our Chief Executive Officer is our principal executive officer and is referred to as PEO in the headers in the following

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.

Summary Compensation Table Total for PEO 1 (1)

Compensation Actually Paid to PEO 1 (2)(3)

Summary Compensation Table Total for PEO 2 (1)

Compensation Actually Paid to PEO 2 (2)(3)

Average Summary Compensation Table Total for Non-PEO

Average Compensation Actually Paid to Non-PEO NEOs (2)(3)

Value of Initial Fixed $100 Investment Based On Total

Shareholder Return (4)

Net Income (Loss)

The dollar amounts reported in these columns are the amounts of total compensation reported for our PEOs and non-PEO NEO 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)

served as PEO 1 from the beginning of

fiscal year 2024 through November 7, 2023.

Frakes served as PEO 2 from November 7, 2023 through the end of the current fiscal

Steven LaRosa and Guy Cipriani served as a non-PEO NEO in each fiscal year presented.

Adjustments made to determine the Compensation Actually Paid to the PEO and non-PEO NEO can be found in the below table:

- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year

+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year

+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years

+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year

+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year

- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year

Compensation Actually Paid

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, 2023.

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.

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.

Compensation Actually Paid and Net Loss

Because the Company is a pre-commercial stage company,

we had no revenue during the periods presented.

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 no 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.

The chart compares Compensation Actually Paid (“CAP”)

to named executive officers and net income for fiscal years 2024 through 2026.

Bars represent CAP amounts for Charles J.

James Frakes, and the average non-PEO named executive officers, measured on the left axis in millions of dollars.

A line represents net

income, measured on the right axis in millions of dollars.

The chart shows CAP generally increased over the periods presented, while net

income remained negative, declining in fiscal 2025 before improving in fiscal 2026.

All information provided above under the “Item

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR

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

There have been no transactions

since April 1, 2025, and there are no currently 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.

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.

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 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

We have granted stock options

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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.”

officers and our directors, refer to “Executive and Director Compensation — Outstanding Equity Awards at 2026 Fiscal Year-End,”

“Executive and Director Compensation — Director Compensation for 2026 Fiscal Year” and “Executive and Director

Compensation — Non-Employee Director Compensation Policy.”

Indemnification Agreements

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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

Policies and Procedures for Transactions with Related

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.

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

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:

The following table presents fees

for professional services billed by Haskell & White during the fiscal years ended March 31, 2026 and 2025:

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

Audit fees include fees for professional services rendered in connection with the audit of our annual financial statements for fiscal years 2026 and 2025 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 2026 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.

The Audit Committee approved all of the services for which Haskell & White LLP 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.

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(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

of Common Stock Certificate.

Certificate of Amendment to Articles of Incorporation

February 23, 2026

Form of Common Stock Certificate

December 31, 2014

of Warrant to Purchase Common Stock.

Form of Warrant Agency Agreement with Computershare

August 29, 2025

Form of Common Warrant issued December 5, 2025

December 8, 2025

of Underwriter Warrant.

Form of Pre-Funded Warrant issued December 5, 2025

December 8, 2025

of Common Stock Purchase Warrant.

Amendment to Pre-Funded Warrant

January 26, 2026

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

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

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

March 17, 2025

Medical, Inc.

Aethlon Medical, Inc.

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

February 14, 2022

Agreement, by and between Aethlon Medical, Inc.

Incorporated by Reference

Exhibit Description

Filed Herewith

Employment 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

of Indemnification Agreement for Officers and Directors.

Form of Indemnification Agreement for Officers and Directors

February 11, 2019

of Option Grant Agreement for Officers and Directors.

Form of Option Grant Agreement for Officers and Directors

February 11, 2019

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

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

February 11, 2019

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

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

February 11, 2019

Agreement, by and between Aethlon Medical, Inc.

Assignment Agreement, by and between Aethlon Medical, Inc.

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

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October 2, 2024

Agreement between the Company and Dr.

Employment Agreement between the Company and Dr.

Fisher, dated October 30, 2020

November 3, 2020

Agreement between the Company and Dr.

Separation Agreement between the Company and Dr.

Fisher, effective as of November 27, 2023

November 27, 2023

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

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

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

February 10, 2021

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

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

February 10, 2021

Amendment No.

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

December 22, 2023

Employment Agreement between the Company and Steven P.

Executive Employment Agreement between the Company and Steven P.

LaRosa, MD, dated January 4, 2021

February 10, 2021

Employment Agreement, by and between Aethlon Medical, Inc.

Incorporated by Reference

Exhibit Description

Filed Herewith

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

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

February 13, 2023

between Aethlon Medical, Inc.

Lease between Aethlon Medical, Inc.

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

November 9, 2021

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

At 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

Amendment No.

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

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

June 28, 2023

Form of Inducement Letter dated March 17, 2025

March 17, 2025

Securities Purchase Agreement issued September 4, 2025

September 9, 2025

Placement Agency Agreement dated September 4, 2025

September 9, 2025

Placement Agency Agreement dated December 5, 2025

December 8, 2025

Form of Registration Rights Agreement dated December 5, 2025

December 8, 2025

Form of Warrant Inducement Agreement (December 5, 2025)

December 8, 2025

Form of Securities Purchase Agreement between the Company and purchaser signatory thereto

December 8, 2025

Amendment to Securities Purchase Agreement between the Company and the purchaser signatory thereto

January 26, 2026

Insider Trading Policy

June 26, 2025

List of Subsidiaries

June 26, 2025

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

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Filed Herewith

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.

Incentive Compensation Recoupment Policy

June 26, 2025

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)

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FORM 10-K SUMMARY

Pursuant to the requirements

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 26th d ay of June, 2025.

Pursuant to the requirements 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 10th d ay of June, 2026.

CHIEF EXECUTIVE OFFICER

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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.

Chief Executive Officer and Chief Financial Officer,

Chief Executive Officer

and Chief Financial Officer,

June 10, 2026

Principal Executive Officer, Principal Financial and Accounting Officer and Director

Principal Executive Officer, Principal Financial and

Accounting Officer and Director

/s/ EDWARD G.

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Angela Rossetti

/s/ NICOLAS GIKAKIS

June 10, 2026

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Consolidated Financial Statements

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 )

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

Consolidated Balance Sheets as of March 31, 2026 and 2025

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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.

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

We have audited the accompanying consolidated balance

sheets of Aethlon Medical, Inc.

(the “Company”) as of March 31, 2025 and 2026, and the related consolidated statements of

operations and comprehensive loss, equity, and cash flows for the year each of the years in the two-year period ended March 31, 2026,

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, 2026

and 2025, and the consolidated results of its operations and its cash flows for each year in the two-year period ended March 31, 2026,

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

Substantial Doubt About the Company’s Ability

to Continue as a Going Concern

The accompanying consolidated financial statements

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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 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

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

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

As part of our audits, 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

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Accordingly, we express no such opinion.

Our audit included performing procedures to assess

Our audits included performing procedures to assess

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

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consolidated financial statements.

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

Our audits 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

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

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

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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.

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

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

San Diego, California

Irvine, California

June 10, 2026

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Property and equipment, net

Operating lease right-of-use asset

Operating lease right-of-use asset, net

Restricted cash

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STOCKHOLDERS’ EQUITY

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

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

Common stock, $ 0.001 par value, 100,000,000 shares authorized at March 31, 2026 and 6,000,000 shares authorized at March 31, 2025;

1,570,449 issued and outstanding at March 31, 2026 and 258,531 shares issued and 201,074 outstanding at March 31, 2025

Additional paid-in capital

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( 9,341,365 )

OTHER EXPENSE (INCOME), NET

OTHER INCOME (EXPENSE), NET

Interest income

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Other expense

Total other expense (income), net

( 4,659,188 )

Total other income (expense), net

( 4,046,725 )

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

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$ ( 154,566,728 )

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

Proceeds from Issuances of common stock for public offering

Issuance of common stock upon 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

( 13,388,089 )

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$ ( 167,954,817 )

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

Issuances of common stock for public offering, net

Issuances of pre-funded warrants and warrants to institutional investors

(including exercise of existing warrants), net of offering costs

Exercise of pre-funded warrants

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

stock option exercises

Stock-based compensation expense

Warrant inducement expense, net

Rounding for reverse split

( 7,151,469 )

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Stock-based compensation

Loss on disposal of property, plant and equipment

Non-cash lease expense

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Tax withholding payments or tax equivalent payments for net share settlement of restricted stock units

Net proceeds from the issuance of common stock

Gross proceeds from the issuance of common stock and pre-funded warrants

Payments for offering costs related to equity issuance

( 1,087,854 )

( 1,163,893 )

Proceeds from exercise of warrants – standard terms

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Legal fees paid related to warrant inducement

Payments for deferred offering costs related to future equity issuance

Net cash provided by financing activities

Effect of Exchange Rate on Changes on Cash

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

( 9,090,965 )

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

Cash and cash equivalents restricted cash at beginning of year

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Disposal of fully depreciated property

Reversal of accrued commission liability (see Note 6)

Warrant modification costs

Deferred offering costs not yet paid

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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

has demonstrated the potential to remove harmful exosomes and exosomal particles from biological fluids, utilizing its proprietary lectin-based

This action has potential applications in cancer, where exosomes and exosomal particles may promote immune suppression and

metastasis, and in life-threatening infectious diseases.

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).

(“Aethlon,” the

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

(HP), a clinical-stage immunotherapeutic device designed to address unmet needs in oncology, life-threatening infectious diseases, organ

transplantation and other disease states in which extracellular vesicles (EVs) contribute to disease progression.

The Hemopurifier utilizes

a proprietary lectin-based technology to bind and remove enveloped viruses and EVs from biological fluids.

EVs have been associated with

immune suppression, metastasis, and resistance to therapy in cancer, as well as progression of severe infectious diseases.

In pre-clinical

studies, the Hemopurifier has also demonstrated the ability to bind disease-associated extracellular vesicles (“EVs”) and

a panel of enveloped viruses.

The Hemopurifier has been evaluated in human studies, involving 173 treatment sessions in 44 patients with

either viral infections or cancer.

The device has been well tolerated with an adverse event profile that is consistent with extracorporeal

In certain human studies designed to evaluate viral clearance from biological fluids, findings demonstrated the removal of enveloped

Food and Drug Administration (“FDA”) has granted the Hemopurifier “Breakthrough Device” designation

for two independent indications:

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

the treatment of life-threatening viruses for which no approved therapies exist.

The Company is evaluating the Hemopurifier as a potential

treatment of patients with advanced and metastatic cancer through its ability to bind to and remove extracellular vesicles (“EVs”)

particles that may promote tumor growth and metastasis.

In October 2022, we formed a wholly-owned subsidiary in Australia to support oncology-related

clinical research and pursue regulatory approval and potential regulatory and commercialization opportunities for the Hemopurifier.

The Company previously completed an in vitro

binding study of utilizing cancer patient samples, to evaluate the Hemopurifier’s ability to remove EVs from plasma.

this translational study provided pre-clinical evidence supporting the design of our oncology clinical trial involving patients with solid

tumors who have stable or progressive disease during anti-PD-1 monotherapy treatment, such as Keytruda® (pembrolizumab) or Opdivo®

The Company is currently conducting a safety, feasibility

and dose-finding clinical trial in Australia evaluating the Hemopurifier in patients with solid tumors who have stable or progressive

disease during anti-PD-1 monotherapy treatment.

The trial is designed to enroll approximately 9 to 18 participants.

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,

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.

Three clinical sites in Australia— Royal Adelaide

Hospital in Adelaide, and Pindara Private Hospital on the Gold Coast and GenesisCare North Shore Hospital in Sydney— are currently

open for patient enrollment.

During fiscal year 2026, we completed enrollment and treatment of the first cohort of three participants,

each of whom received a single 4-hour Hemopurifier treatment.

Following review of the first cohort data, independent Data Safety Monitoring

Board (DSMB) reported no safety concerns and recommended progression to the second cohort.

Following the DSMB review of the first cohort,

enrollment commenced in the second cohort, in which participants received two Hemopurifier treatments during a one-week treatment period.

In March 2026, the Company completed the second cohort and the DSMB subsequently approved advancement to the third cohort of the study.

To date, no serious adverse events (“SAEs”) or dose-limiting toxicities ((“DLTs”) related to the Hemopurifier

have been reported.

The Company previously pursued approval of a similar

oncology clinical trial in India and received formal approval from the Central Drugs Standard Control Organization (“CDSCO”)

on July 7, 2025.

Following evaluation of anticipated site activation timelines and trial execution requirements, the Company elected to

not proceed with the India trial in order to conserve resources and focus efforts on the Australian oncology clinical trial.

Life-Threatening Viral Infections

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.

The Company believes the Hemopurifier may be applicable

in the treatment of life-threatening viral infections involving highly glycosylated, or carbohydrate coated, viruses for which no approved

therapies exist.

In small-scale or early feasibility human studies conducted under FDA and international regulatory frameworks, the Hemopurifier

has been used to treat individuals infected with Ebola, human immunodeficiency virus, or HIV, and hepatitis-C and SARS-CoV-2.

In vitro studies have demonstrated the ability of

the Hemopurifier to capture multiple enveloped viruses, including 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.

cases, these studies were conducted in collaboration with leading government or non-government research institutes.

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.

and India-based COVID-19

studies due to low ICU patient volume and shifting priorities, these programs demonstrated provided clinical experience with the Hemopurifier

in critically ill patients.

We continue to maintain an open IDE for viral indications, preserving the ability to evaluate the Hemopurifier

in response to future outbreaks or emergent pathogens.

The Company has sufficient inventory of Hemopurifiers

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

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.

The 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.

On 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 bioRxiv.

Platelet-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 COVID-19 and Long COVID.

In this study, donated healthy human plasma was circulated

through the Hemopurifier (HP) to simulate a clinical HP session.

The study demonstrated approximately 98.5% removal of platelet-derived

EVs at a timepoint equivalent to a four-hour HP treatment.

We believe the results support the ongoing Australian oncology clinical trial

and may support investigation of the Hemopurifier in additional disease indications.

In November 2025, we publicly released a separate

pre-clinical preprint entitled “Increased mannosylation of extracellular vesicles in Long COVID plasma provides a potential therapeutic

target for Galanthus nivalis agglutinin (GNA) affinity resin,” describing exploratory ex vivo laboratory research conducted in collaboration

with the University of California, San Francisco Long COVID Clinic examining extracellular vesicle characteristics in plasma samples from

individuals with Long COVID.

The findings described in these preprints have not been peer reviewed and are based on laboratory analyses

rather than clinical studies.

These activities are intended to inform potential future research directions and evaluate the broader applicability

of the Hemopurifier platform and may not be indicative of clinical outcomes.

Successful clinical development and regulatory approvals

will be required before the Hemopurifier may be marketed in the United States or foreign jurisdictions.

Some of our patents may expire

before regulatory approval is obtained;

however, the Company believes that its existing patent portfolio and more recently issued patents

and patent applications will continue to support protection of the proprietary nature of our Hemopurifier treatment technology.

The Company continues to monitor the impact of inflation,

global economic conditions, geopolitical conflicts, capital market volatility and other macroeconomic factors on its business, operations,

clinical development programs and future access to capital.

The extent to which these factors may affect the Company’s business,

financial condition and results of operations remains uncertain and will depend on future developments beyond the Company’s control.

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 $ 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.

The Company has incurred losses since inception in

devoting substantially all of its efforts toward research and development and has an accumulated deficit of $ 175,106,286 as of March 31,

During the year ended March 31, 2026, the Company generated a net loss of approximately $ 7,151,000 and the Company expects that

it will continue to generate operating losses for the foreseeable future as it continues its research and development activities.

Management has evaluated whether there are conditions

and events considered in the aggregate that raise substantial doubt about the Company’s ability to continue as a going concern within

one year after the date that these financial statements are issued.

While the Company continues to evaluate potential expense reduction

opportunities, such opportunities may not materialize and patient recruitment may occur more rapidly than expected, resulting in increased

operating expenses.

Based on the Company’s current operating plan and existing cash and cash equivalents, management has concluded

that substantial doubt exists regarding the Company’s ability to continue as a going concern for a period of at least one year from

the date these financial statements are issued.

The Company’s ability to continue operating

depends on its ability to obtain additional capital through equity financing, debt financing, strategic transactions or other funding

Although the Company plans to continue actively pursuing financing alternatives, there can be no assurance that such financing

will be available on acceptable terms, or at all.

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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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

at the date of the financial statements.

Such estimates and assumptions affect the reported amounts of expenses during the reporting period.

Such estimates and assumptions also affect the reported amounts of expenses during the reporting

On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances.

We believe our estimates and assumptions are reasonable in the circumstances;

however, actual results may differ from these estimates

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.

however, actual results may differ materially from those

estimates under different future conditions.

Estimates and assumptions that have a significant

effect on the amounts reported in the consolidated financial statements include, but are not limited to, the valuation of stock-based

compensation awards, the fair value of equity instruments issued in financing transactions, accrued expenses and the assessment of long-lived

CASH AND CASH EQUIVALENTS

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equivalents are carried at fair value.

As of March 31, 2025 and March 31, 2024 our cash

and cash equivalents were comprised of the following instruments:

The Company evaluates its financial assets for expected credit losses in accordance with ASC 326.

Based on the nature of the Company’s cash equivalents, which primarily consist of highly rated money market funds and short-term

Treasury securities, the Company did not record an allowance for expected credit losses as of March 31, 2026.

As of March 31, 2026 and March 31, 2025 our cash and

cash equivalents were comprised of the following instruments:

Schedule of cash and cash equivalents

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Cash equivalents held in US Treasury bills

Cash in Australian bank checking account

Cash in Australian bank checking account (US dollars)

Total cash and cash equivalents

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2026, we maintained cash equivalents of approximately $ 4.4 million in US Treasury bills with maturities of less than three months.

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.

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.

Our March 31, 2025 Australian cash balance was below that threshold.

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 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.

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.

This interest-bearing account had a balance

of $98,928 as of March 31, 2026, which we continue to classify as restricted cash.

PROPERTY AND EQUIPMENT

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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.

Tax positions taken or expected to be taken in tax returns are evaluated using a more-likely-than-not

recognition threshold.

Tax positions deemed to not meet a more-likely-than-not threshold would be recorded as tax expense in the current

There were no uncertain tax positions that require accrual to or disclosure in the consolidated financial statements as of March

31, 2026 and 2025.

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, 2025 and 2024.

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, 2026 and 2025.

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

common shares that would have been outstanding if potential common shares had been issued, if such additional common shares were dilutive.

Since we had net losses for all periods presented, basic and diluted loss per share are the same, and additional potential common shares

have been excluded as their effect would be antidilutive.

Since we have had net losses for all periods presented, basic and diluted loss per share is the same, and additional potential common

shares have been excluded as their effect would be antidilutive.

As of March 31, 2026 and 2025, a total of 1,958,149

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REVENUE RECOGNITION

We did not recognize revenue in fiscal year ended

We did not recognize revenue in fiscal years ended

March 31, 2026 or March 31, 2025.

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.

We use a 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.

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.

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

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.

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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Patents include both foreign and domestic patents.

We capitalize the cost of patents, some of which were acquired, and amortize such costs over the shorter of the remaining legal life or

their estimated economic life, upon issuance of the patent.

The unamortized costs of patents are subject to our review for impairment

under our long-lived asset policy above.

We capitalize the cost

of patents, some of which were acquired, and amortize such costs over the shorter of the remaining legal life or their estimated economic

life, upon issuance of the patent.

The unamortized costs of patents are subject to our review for impairment under our long-lived asset

policy above.

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

Our research and development costs are expensed as

We incurred approximately $ 1,912,000 and $ 2,212,000 of research and development expenses for the years ended March 31, 2026

and 2025, respectively, which are included in various operating expenses in the accompanying consolidated statements of operations.

fiscal year ended March 31, 2026 we recognized approximately $ 218,000 related to an Australian research and development tax incentive

associated with eligible clinical activities conducted in Australia.

The Australian R&D incentive is a government program that provides

refundable tax offsets for eligible research and development expenditures incurred in Australia.

The incentive reduced reported research

and development expense for fiscal year ended March 31, 2026 (see Note 9).

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

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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.

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.

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.

As a result, the Company did not record

an allowance for expected credit losses.

and included in the reported measure of segment profit or loss.

The Company operates as a single reportable segment.

The adoption of ASU 2023-07 did not have an impact on the Company’s consolidated financial statements but resulted in enhanced footnote

disclosures regarding significant segment expenses, as reflected in Note 9 – Segment Reporting.

In November 2023, the FASB issued Accounting Standards

Update 2023-09, Improvements to Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires enhanced annual disclosures

for specific categories in the rate reconciliation and income taxes paid disaggregated by federal, state, and foreign jurisdictions.

The Company adopted ASU 2023-09 effective April 1,

Adoption of the standard did not impact the Company’s consolidated financial statements but resulted in enhanced income tax disclosures,

as reflected in Note 7 – Income Taxes.

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

The amendments remove references to FASB Concepts Statements from the Accounting Standards Codification and do not change

existing accounting requirements.

The guidance is effective for fiscal years beginning after December 15, 2024, including interim periods

within those fiscal years.

The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial

statements and related disclosures.

In 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.

In January 2025, the FASB issued ASU 2025-01, which clarified the effective date of ASU 2024-03.

The amendments are

effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact the adoption of this guidance may have on its consolidated

financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10, Government

Grants (Topic 832) , which establishes guidance related to the recognition, measurement, presentation, and disclosure of government

ASU 2025-10 is effective for annual periods beginning after December 15, 2028, and interim periods within fiscal years beginning

after December 15, 2029, with early adoption permitted.

The Company is currently evaluating the impact this guidance may have on its

consolidated financial statements and disclosures.

PROPERTY AND EQUIPMENT, NET

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accumulated depreciation

( 1,287,363 )

Fixed assets, net

Depreciation expense for the fiscal years ended March 31, 2025 and

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 .

Depreciation expense for the fiscal years ended March

31, 2026 and 2025 was $ 323,102 and $ 339,009 , respectively.

During the year ended March 31, 2026, the Company disposed of fully depreciated

property and equipment with an original cost of $ 14,628 .

These disposals had no impact on net income, as the assets were fully depreciated

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Accumulated amortization

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.

Amortization expense for our capitalized issued patents

for each of the fiscal years ended March 31, 2026 and 2025 was $ 550 .

As of March 31, 2026, the remaining capitalized patent was fully

amortized and no future amortization expense related to patents is expected.

EQUITY TRANSACTIONS

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, 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.

Effective as of the close

of business on June 6, 2025, with trading on a post-split basis beginning on June 9, 2025, the Company effected a 1-for-8 reverse stock

split of its outstanding common stock.

As a result of the reverse stock split, each eight shares of issued and outstanding common stock

were automatically combined into one issued and outstanding share of common stock.

Fractional shares resulting from the reverse stock

split were rounded up to the nearest whole share.

The number of authorized shares of common stock remained unchanged at 60,000,000 shares

following the reverse stock split.

Effective as of the close

of business on October 16, 2025, with trading on a post-split basis beginning on October 20, 2025, the Company effected a 1-for-10 reverse

stock split of its outstanding common stock.

The reverse stock split was implemented in response to the Company’s receipt of a Nasdaq

notification regarding noncompliance with the minimum bid price requirement for continued listing.

As a result of the reverse stock split,

each ten shares of issued and outstanding common stock were automatically combined into one issued and outstanding share of common stock.

Fractional shares resulting from the reverse stock split were rounded up to the nearest whole share.

Following the reverse stock split,

the Company had 6,000,000 authorized shares of common stock.

On February 19, 2026, the

Company’s stockholders approved an amendment to the Company’s Articles of Incorporation to increase the number of authorized

shares of common stock from 6,000,000 shares to 100,000,000 shares.

All share and per share amounts

presented in the accompanying consolidated financial statements and related notes have been retroactively adjusted to reflect both reverse

stock splits for all periods presented.

ISSUANCES OF COMMON STOCK AND WARRANTS

Equity Transactions in the Fiscal Year Ended March 31, 2026.

December 2025 Private Placement and Warrant Inducement Agreement

On December 5, 2025, the Company and an institutional investor (the “Purchaser”)

entered into a securities purchase agreement (the “Securities Purchase Agreement”), pursuant to which the Company agreed to

issue to the Purchaser, in a private placement (the “PIPE Offering”), (i) 595,897 pre-funded warrants to purchase Common Stock

(“Pre-Funded Warrants”) and (ii) 1,042,820 warrants to purchase shares of Common Stock at an exercise price of $ 4.03 per share

(the “Common Warrants”).

The PIPE Offering closed on December 8, 2025 subject to customary closing conditions.

Warrants became exercisable upon stockholder approval and expire five and one-half years following stockholder approval obtained on February

On January 22, 2026, the Company entered into an amendment to the Securities

Purchase Agreement and the Pre-Funded Warrants pursuant to which the Pre-Funded Warrants became immediately exercisable at an exercise

price of $ 0.0001 per share.

At the same time and as part of the PIPE Offering, the Company also entered

into a warrant inducement agreement (the “Inducement Agreement”) with the same Purchaser of certain outstanding common stock

purchase warrants.

Under this agreement, the Purchaser’s existing warrants were modified, including exercise at a reduced price

of $ 4.03 per share for 210,555 shares, and the Purchaser received 368,471 new warrants (the “Inducement Warrants”) to encourage

participation in the PIPE.

The modification of the existing warrants and issuance of the Inducement

Warrants were accounted for as costs associated with a financing transaction.

The new warrants became exercisable on February 19, 2026,

have an exercise price of $ 4.03 per share, and expire five and one-half years following the stockholder approval date.

The Company also issued warrants to buy 23,836 shares of common stock to

the placement agent (the “Placement Agent Warrants”) under the Placement Agent Agreement dated December 5, 2025.

The Placement

Agent Warrants have an exercise price of $ 5.04 per share and expire five and one-half years following stockholder approval obtained on

February 19, 2026.

The securities issued in the PIPE Offering and Inducement Agreement were

issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

The Company filed a Registration Statement on Form S-1 (File No.

covering the resale of shares underlying the warrants issued in the PIPE Offering and Inducement Agreement which was declared effective

on January 16, 2026.

The Company is required to maintain the effectiveness of the registration statement as required under the Registration

Rights Agreement and Inducement Agreement.

The agreements include customary provisions for liquidated damages if the registration statements

are not maintained on time.

Gross proceeds from the PIPE Offering were approximately $ 3.3 million before

placement agent fees and offering costs.

Warrant Exercises

As described above, in connection with the Inducement Agreement, the holder

of common stock purchase warrants exercised 210,555 shares of common stock for additional proceeds to the company of $ 848,537 .

September 2025 Registered Direct Offering

On September 4, 2025, we entered into a Securities Purchase Agreement with

certain investors pursuant to which it agreed to sell (i) 4,047,780 shares of common stock, (ii) 952,220 pre-funded warrants, and (iii)

5,000,000 common warrants to purchase up to 5,000,000 shares of common stock at an exercise price of $ 0.90 per share.

The securities were

offered as part of a registered public offering on Form S-1 (File No.

333-289745), which was declared effective by the SEC on September

The combined public offering price for each share (or pre-funded warrant in lieu thereof) and accompanying common warrant was

$0.90 per unit.

The offering closed on September 5, 2025, and we received gross proceeds

of approximately $ 4.5 million and net proceeds of approximately $ 3.7 million, after deducting placement agent fees and other offering

Maxim Group LLC acted as the exclusive placement agent and received a cash fee of 6.25 % of gross proceeds, reimbursement of

$ 100,000 of expenses, and warrants to purchase up to 200,000 shares of common stock at an exercise price of $ 0.90 per share.

In connection with the offering, the Company and its officers and directors

agreed to customary lock-up provisions restricting certain issuances or sales of securities for up to 90 days following the closing.

April 2025 RSU Grants to Independent Directors

In April 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.

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 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.

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.

Equity Transactions in the Fiscal Year Ended March 31, 2025.

March 2025 Warrant-Based

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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.

Pursuant 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 fair value of the new

warrants issued and the incremental fair value associated with the modification of the existing warrants totaled approximately $ 4.6 million

and was recorded as a non-cash inducement expense within other expense, with a corresponding increase to additional paid-in capital.

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

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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”)

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.

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

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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 .

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

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 $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.

The Class A 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 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

is also subject to adjustment for stock splits, reverse splits, and similar capital transactions as described in such warrants.

Maxim Group LLC (“Maxim”),

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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.

The gross proceeds from the

offering, before deducting the placement agent’s fees and other offering expenses, were approximately $ 4.7 million.

Net proceeds,

of the offering, after deducting the placement agent fees and expenses and other offering expenses payable by us, were 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

RSU Grants to Non-Employee

April 17, 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.

the Director Compensation Policy to each of the four 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

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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

Offering Agreement, or the 2022 ATM Agreement, with H.C.

Wainwright & Co., LLC, or Wainwright, which established an at-the-market

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.

as previously filed with the Securities and Exchange Commission, or SEC, and declared effective on October 21, 2021.

We filed a prospectus

supplement, dated March 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 price of up to $ 15,000,000 , which was subsequently and most recently updated pursuant to our prospectus supplement,

dated September 29, 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 .

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

the 2022 ATM Shares by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 promulgated

under the Securities Act, including sales made directly on the Nasdaq Capital Market, or on any other existing trading market for the

2022 ATM Shares.

In addition, under the 2022 ATM Agreement, Wainwright may sell the 2022 ATM Shares in privately negotiated transactions

with our consent and in block transactions.

Under certain circumstances, we may instruct 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.

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

upon the termination of the 2022 ATM Agreement by Wainwright or us, as permitted therein.

The 2022 ATM Agreement contains customary representations,

warranties and agreements by us, and customary indemnification and contribution rights and obligations of the parties.

We agreed to pay

Wainwright a placement fee of up to 3.0% of the aggregate gross proceeds from each sale of the 2022 ATM Shares.

We also agreed to reimburse

Wainwright for certain specified expenses in connection with entering into the 2022 ATM Agreement.

In the fiscal year 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 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 ATM Agreement.

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 $34.40 per share for the April 2023 RSU grants.

As a result, in April 2023 the three eligible directors

were each granted an RSU in the amount of 1,454 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, 2023, September 30, 2023, December 31, 2023, and March 31, 2024, 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.

Unvested RSUs covering

611 shares of common stock were outstanding as of March 31, 2024.

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.

There were no vested RSUs

outstanding as of March 31, 2025.

fiscal year ended March 31, 2026, warrant activity primarily related to warrants issued in connection with the Company’s

September 2025 public offering and the Company’s December 2025 PIPE and warrant inducement transaction.

twelve-months ended March 31, 2026, we issued 520,000

warrants in connection with the September 2025 public offering and 1,435,126

in connection with a December 2025 PIPE and warrant inducement transaction.

In addition, 210,555

warrants were exercised in connection with the December 2025 transaction and 22,793

warrants expired unexercised during the year.

As of March 31, 2026, a total of 1,957,490

warrants were outstanding and exercisable at a weighted average exercise price of $ 6.48

A summary of the aggregate warrant activity for the years ended March 31,

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Outstanding, beginning of year

( 1,231,305 )

Cancelled/Forfeited

6 unchanged sentences

Warrants Outstanding

Warrants Exercisable

Exercise Prices

Exercise Price

$9.00 or Below

1 unchanged sentence

2025 is as follows:

Warrants Outstanding

Warrants Exercisable

Warrants Outstanding and Exercisable

Exercise Prices

Exercise Price

$46.4 or Below

$200.00 - $220.00

STOCK-BASED COMPENSATION:

2020 EQUITY INCENTIVE 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 .

The 2020 Equity Incentive Plan (the “2020 Plan”)

was approved by our stockholders in September 2020 and has subsequently been amended from time to time with stockholder approval to increase

the number of shares available for issuance.

The 2020 plan permits the issuance of stock options, restricted stock units (RSUs), stock

bonuses, stock appreciation rights, and other equity awards to employees, directors and consultants.

As of March 31, 2026, 132,109 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, 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.

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, 2026—RSU Grants to Non-Employee Directors” for disclosure regarding equity awards under

the Director Compensation Policy during the fiscal year ended March 31, 2026.

STOCK OPTION ACTIVITY

During the fiscal years ended March 31, 2025 and

March 31, 2024, we did not issue stock option grants.

During the fiscal years ended March 31, 2026 and March

31, 2025, we did not issue stock option grants.

Options outstanding that were vested as of March 31,

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Expected to vest

The following is a summary of the stock options

outstanding at March 31, 2025 and 2024 and the changes during the years then ended:

The following is a summary of the stock options outstanding

at March 31, 2026 and 2025 and the changes during the years then ended:

Schedule of stock option activity

7 unchanged sentences

Weighted average estimated fair value of options granted

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 no stock option grants during the fiscal

years ended March 31, 2026 or March 31, 2025.

There were 7,143 RSUs granted during the fiscal year ended March 31, 2026.

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.

average grant date fair value of RSUs granted during the fiscal year ended March 31, 2026 was $ 50,000 .

There were no stock option exercises

during the fiscal years ended March 31, 2026 and 2025.

The table below summarizes nonvested stock options as of March 31, 2026

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of operations for the years ended March 31, 2026 and 2025.

The table below presents a summary of restricted

stock unit activity as of March 31, 2025, and for the year then ended.

The table below presents a summary of restricted stock

unit activity as of March 31, 2026, and for the year then ended.

Schedule of RSUs

Nonvested RSUs at April 1, 2025

Tax withholding payments or tax equivalent payments for net share settlement of restricted stock units

Nonvested RSUs at March 31, 2026

Our total stock-based compensation for fiscal

years ended March 31, 2025 and 2024 included the following:

Our total stock-based compensation for fiscal years

ended March 31, 2026 and 2025 included the following:

Schedule of stock-based compensation

11 unchanged sentences

adjustments for the fiscal year ended March 31, 2026 was insignificant.

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

On March 31, 2026, our outstanding stock options had

no intrinsic value since the closing price on that date of $ 2.19 per share was below the weighted average exercise price of our outstanding

stock options.

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

At March 31, 2026, there was no unrecognized compensation

cost related to share-based payments.

RELATED PARTY TRANSACTIONS

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March 31, 2026 we accrued unpaid fees of $ 68,250 owed to our non-employee directors.

As a result of entering

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.

We paid out accrued vacation

totaling approximately $ 169,596 during the fiscal year ended March 31, 2026 as a result of a Company-wide change to our vacation policy.

In addition, we paid approximately $ 346,286 in cash severance and COBRA payments pursuant to executive employment agreements for two former

executives, payable in monthly installments over 12-month periods commencing July 1, 2024 and October 15, 2024, respectively

due to related parties were comprised of the following items:

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due to related parties

March 31, 2026

March 31, 2025

Accrued Board fees

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Total other current liabilities

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.

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:

The following table summarizes the Company’s loss

before income taxes by tax jurisdiction for the years ended March 31, 2026 and 2025.

Schedule of loss

before income taxes

March 31, 2026

March 31, 2025

$ ( 6,347,160 )

$ ( 12,416,477 )

Worldwide loss

$ ( 7,151,469 )

$ ( 13,388,089 )

The Company conducts operations in the United States

and Australia.

Losses generated in the United States primarily relate to research and development and corporate activities.

Losses generated

in Australia primarily relate to research and development activities conducted through the Company’s Australian subsidiary.

Australian subsidiary participates in the Australian Research and Development Tax Incentive program, which provides refundable tax offsets

for certain qualifying research and development expenditures.

The Company accounts for these refundable tax offsets as reductions of research

and development expense and, accordingly, they do not result in current income tax expense or benefit.

For the years ended March 31, 2026 and 2025, the Company

recorded no income tax expense or benefit due to the full valuation allowance maintained against its net deferred tax assets.

At March 31, 2026 and 2025, the Company’s deferred tax assets consisted

primarily of net operating loss carryforwards, research and development tax credit carryforwards, capitalized research and development

costs under Internal Revenue Code Section 174, and stock-based compensation deductions.

Net operating loss carryforwards represented approximately

80% of the Company’s gross deferred tax assets at March 31, 2026.

Due to uncertainty regarding the realization of these deferred tax assets,

the Company has recorded a full valuation allowance against its net deferred tax assets.

Significant components of the Company’s deferred

tax assets at March 31, 2026 and 2025 are as follows:

Schedule of deferred tax assets

1 unchanged sentence

Deferred tax assets:

Research and development credit carryforwards

Capitalized research and development costs

Net operating loss carryforwards (1)

Capitalized research and development costs

Research and development tax credits

Stock compensation

Total deferred tax assets

Gross deferred tax assets

Total deferred tax liabilities

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______________

Pursuant to Internal Revenue Code Section 382, use of our tax net operating loss carryforwards may be limited.

Pursuant to Internal Revenue Code Section 382, use of our tax net operating loss carryforwards and research and development tax credit 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, 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.

Research and Development credits begin to expire in 2025.

The provision for income taxes on earnings subject

to income taxes differs from the statutory federal rate for the years ended March 31, 2025 and 2024 due to the following:

If and when the Company utilizes these tax attributes in a future period, it will perform an analysis to determine the effect, if any, of these loss limitation rules on the carryforward balances.

At March 31, 2026, the Company had federal, state

and foreign net operating loss carryforwards of approximately $ 101 million, $ 98 million, and $ 1.2 million, respectively.

Federal net operating

losses generated after 2017 may be carried forward indefinitely, while certain federal and state net operating loss carryforwards are

subject to expiration under applicable tax laws.

The Company also had federal and state research and development tax credit carryforwards.

Federal research and development tax credits began to expire in 2025.

The following table reconciles the U.S.

federal statutory

income tax rate to the Company’s effective income tax rate for the year ended March 31, 2026.

Schedule of provision for income taxes

Income taxes (benefit) at federal statutory rate of 21.00%

$ ( 2,811,000 )

Rate Federal statutory income tax benefit

$ ( 1,502,000 )

Tax effect on non-deductible expenses and credits

True up items

State taxes, net of federal benefit

Federal return-to-provision adjustments

State return-to-provision adjustments

Expiration of net operating loss carryforwards

Non-deductible items

Change in valuation allowance

Income Tax Expense (Benefit)

______________

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,

Effective income tax rate

The state tax benefit represents the effect of state

income taxes, net of the related federal tax benefit.

Return-to-provision adjustments primarily relate to differences between estimates

included in the prior year’s income tax provision and amounts reported on subsequently filed income tax returns.

The expiration of net

operating loss carryforwards relates to deferred tax assets associated with tax attributes that expired during the year.

The change in

valuation allowance reflects the increase in the valuation allowance required to fully offset deferred tax assets generated during the

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.

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

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2025, management does not believe the Company has any uncertain tax positions.

Accordingly, there are no unrecognized tax benefits at March

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

Accordingly, there are no

unrecognized tax benefits at March 31, 2026 or March 31, 2025.

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.

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, 2025:

We had the following contractual obligations and commitments

at year end March 31, 2026:

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,

Suite 203, San Diego, California 92121 and 11575 Sorrento Valley Road, Suite 200, San Diego, California 92121, respectively.

The agreement

carries a term of 63 months and we took possession of the office space effective October 1, 2021.

We took possession of the laboratory

space effective January 1, 2022.

In October 2021, we entered into another lease for approximately 2,655 square feet of space to house

our manufacturing operations located at 11588 Sorrento Valley Road, San Diego, California 92121.

The term is for 55 months and we took

possession of the manufacturing space in August 2022.

The current monthly base rent under the office and laboratory component of the lease

is $ 14,590 .

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.

The agreement carries a term of 63 months and we took possession of the office space effective October 1, 2021.

We took possession of

the laboratory space effective January 1, 2022.

In October 2021, we entered into another lease for approximately 2,655 square feet of

space to house our manufacturing operations located at 11588 Sorrento Valley Road, San Diego, California 92121.

The term is for 55 months

and we took possession of the manufacturing space in August 2022.

The current monthly base rent under the office and laboratory component

of the lease is $ 15,023 .

The current monthly base rent under the manufacturing component of the lease is $ 13,195 .

The office, laboratory

and manufacturing leases are coterminous and expire on March 31, 2027.

As of March 31, 2026, the leases had a remaining weighted average

lease term of approximately 12 months and a weighted average discount rate of 4.25 %.

We do not currently intend to renew the corporate

office lease upon expiration.

We have not yet made a determination regarding renewal of the laboratory and manufacturing leases, as any

decision and the length of any potential renewal term will depend on the Company’s future operating requirements.

As of the date of this

report, we have not committed to any lease renewals.

The office, lab and manufacturing leases are coterminous

1 unchanged sentence

The weighted average discount rate is 4.25 %.

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

expire during the fiscal year ending March 31, 2027.

As of March 31, 2026, we have right-of-use lease assets

of $ 307,820 .

The following table presents a maturity analysis of

expected undiscounted cash flows for operating leases on an annual basis for the next fiscal year.

All of our leases conterminously expire

during the fiscal year ending March 31, 2027.

Schedule of lease maturity

3 unchanged sentences

Present value of minimum lease payments

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.

Overall, our rent expense, which is included in general

and administrative expenses, approximated $ 464,350 and $ 421,789 for the fiscal years ended March 31, 2026 and 2025, 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.

In January 2026, 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

$ 9,218 , resulting in a total repayment

obligation of approximately $ 230,202 .

The annual percentage

rate is 9.00 %, and the loan

is payable in 10 monthly installments

of approximately $ 23,098 beginning

February 28, 2026.

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

1 unchanged sentence

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 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

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, 2026 and March 31, 2025:

5 unchanged sentences

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.

Research and development expenses primarily include costs related to laboratory operations, clinical trial execution, investigational device testing, design iterations, and personnel expenses associated with research activities.

These costs are recorded within payroll, professional fees, and general and administrative (“G&A”) expense on the face of the statements of operations, as the Company does not maintain a separate R&D line item.

General and administrative expenses encompass overhead, administrative costs associated with clinical trial operations, and certain manufacturing-related costs.

R&D costs are included within these categories for financial reporting purposes and are not separately reclassified.

Cash used in operating activities is the key internal performance metric tracked by the CODM to evaluate development progress, cash needs, and investment strategy in the absence of commercial revenue.

The Company does not allocate assets to operating segments, nor does the

CODM evaluate performance using a segment profit or loss measure.

There were no changes in the internal reports provided to or reviewed

by the CODM during the periods 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.

The Company did not recognize revenue during the fiscal year ended March 31, 2026.

All long-lived assets are located in the United States.

All of the clinical trial activity is conducted through the Company’s wholly owned subsidiary based in Australia.

SUBSEQUENT EVENTS

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.

to March 31, 2026, the Company sold an aggregate of 800,111 shares of common stock under its ATM facility, resulting in gross proceeds

of approximately $1,904,000.

Net proceeds, after sales commissions of approximately $48,000 and SEC, settlement and delivery fees of approximately

$5,900, were approximately $1,851,000.

The Company has not reflected additional offering-related costs, including legal and accounting

fees, in the net proceeds amount, as such costs will be recorded as a reduction of additional paid-in capital upon final determination .

The Company intends to use the proceeds for working capital

and general corporate purposes, including clinical development activities and research and development.

On June 4, 2026, the Company filed

Amendment No.

1 to its prospectus supplement relating to its at-the-market offering program.

The amendment updated the amount of securities

eligible for sale pursuant to General Instruction I.B.6 of Form S-3.

Following the filing of the amendment, the Company may offer and

sell shares of its common stock having an aggregate offering price of up to approximately $542,716 pursuant to its at-the-market offering

Oncology Clinical Trial

On June 4, 2026, we

completed treatment of the first participant in Cohort 3 of the Company’s Australian oncology trial at Pindara Private Hospital

on the Gold Coast of Australia.

The participant received three Hemopurifier treatments over a one-week period, each treatment lasting

The participant tolerated the procedures without reported complications.

The participant will now undergo a seven-day safety

follow-up period during which the participant will be monitored for dose limiting toxicities (“DLTs”) and device-related

serious adverse events (SAEs) occurs.

Two additional patients must be enrolled and treated to complete this Cohort 3.

On April 17, 2026, the Board of Directors approved

annual restricted stock unit (“RSU”) awards to each of the Company’s four non-employee directors pursuant to the Company’s

Director Compensation Policy and the Company’s 2020 Equity Incentive Plan.

The awards had an aggregate grant date value of approximately

$200,000 and covered an aggregate of 87,260 shares of common stock.

The awards vest in four equal quarterly installments through March

31, 2027, subject to continued service on the applicable vesting dates.

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