AETHLON MEDICAL INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures We maintain “disclosure 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 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. 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. 61 Internal Control over Financial Reporting (a) Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 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. The evaluation was conducted in accordance with the guidelines established by the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, 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. (b) Changes in 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. ITEM 9B. OTHER INFORMATION 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. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 62 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The names, ages and positions of our directors and executive officers as of June 8, 2026 are listed below: NAMES TITLE OR POSITION(1) AGE James B. Frakes Chief Executive Officer, Chief Financial Officer and Director 69 Edward G. Broenniman Chairman and Director 89 Angela Rossetti Director 73 Chetan S. Shah, M.D. Director 57 Nicolas Gikakis Director 60 Steven P. LaRosa, M.D. Chief Medical Officer 59 (1) Our Board of Directors has determined that Mr. Broenniman, Mr. Gikakis, Ms. Rossetti and Dr. Shah meet the requirements to be determined as “independent directors” for all purposes, including Compensation Committee and Audit Committee purposes, under the Nasdaq Stock Market (“Nasdaq”) rules and for federal securities law purposes. Mr. Frakes is not independent, as he also functions as executive and officer of the Company. Certain additional information concerning the individuals named above is set forth below. This information is based on information furnished to us by each individual noted. James B. Frakes Chief Executive Officer, Chief Financial Officer and Director Mr. 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 been a director of the Company since November 2023 and Chief Financial Officer since September 2010. From January 2008 to September 2010, he served as the Company’s Senior Vice President, Finance. Prior to joining the Company, Mr. Frakes was 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. Mr. Frakes earned an MBA from the University of Southern California and a B.A. with Honors from Stanford University. Edward G. Broenniman, Chairman and Director Mr. 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 1978. Mr. 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. Mr. Broenniman earned an MBA from Stanford Graduate School of Business and his B.A. from Yale University. 63 Nicolas Gikakis, Director Mr. Gikakis has served as a director of the Company since July 2023. From 2021 to May 2023, Mr. 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 platform. From 2012 to 2021, Mr. 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. Mr. Gikakis holds a B.S. in Bioengineering from the University of Pennsylvania and an MBA from George Mason University. Earlier in his career, he worked in bench and clinical research, and gained clinical experience at the University of Pennsylvania. Angela Rossetti, Director Dr. 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. Dr. 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. Dr. Rossetti previously served on the board of directors of Palatin Technologies, Inc., a public biopharmaceutical company, from June 2013 to December 2020. Dr. 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. Dr. 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. Chetan S. Shah, M.D., Director Dr. Shah has served as a director of the Company since June 2013. Dr. 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. Dr. 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. Dr. Shah received his bachelor’s degree and medical degree from Rutgers University and Robert Wood Johnson Medical School, respectively. Steven P. LaRosa, M.D., Chief Medical Officer Dr. 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 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. 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. Dr. LaRosa received his M.D. from Boston University School of Medicine and his B.S. in Biology from Boston College. 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 Medicine. 64 Family Relationships There are no family relationships between or among the directors or executive officers. There are no arrangements or understandings between any two or more of our directors or executive officers or between any of our directors or executive officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management stockholders will exercise their voting rights to continue to elect the current Board of Directors. There are also no arrangements, agreements or understandings between non-management stockholders that may directly or indirectly participate in or influence the management of our affairs. Legal Proceedings To our knowledge, (i) no director or executive officer has been a director or executive officer of any business that has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past ten years; (ii) no director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past ten years; (iii) no director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years; and (iv) no director or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years. Board of Directors Our Board of Directors has the responsibility for establishing broad corporate policies and for overseeing our overall performance. Members of our Board of Directors are kept informed of our business activities through discussions with our Interim Chief Executive Officer and other executive officers, by reviewing analyses and reports sent to them and by participating in Board and committee meetings. Mr. Broenniman serves as Chairman of our Board and Mr. Frakes as our Chief Executive Officer and Chief Financial Officer, and we have not designated a lead independent director. 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. Nevada law provides that each director holds office after the expiration of his or her term until a successor is elected and qualified, or until the director resigns or is removed, resulting in a term that extends to our next annual meeting of stockholders. Our Board of Directors presently has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, on which each of Mr. Broenniman and Ms. Rossetti serve as independent directors. In addition, Dr. Shah serves as an independent director on the Compensation and Nominating and Corporate Governance Committees, and Mr. Gikakis serves as an independent director on the Audit and Nominating and Corporate Governance Committees. Mr. Broenniman is Chair of the Audit Committee, Dr. Shah is Chair of the Compensation Committee and Ms. Rossetti is Chair of the Nominating and Corporate Governance Committee. Our Board of Directors believes that sound governance practices and policies provide an important framework to assist them in fulfilling their duty to stockholders. Our Board of Directors has implemented separate committees for the areas of audit, compensation and nomination of directors, annual review of the independence of our Audit and Compensation Committee members, maintenance of a majority of independent directors and written expectations of management and directors, among other best practices. Our Board of Directors has determined that four of our five current directors meet the independence requirements of the Nasdaq Capital Market, on which our common stock is listed. In the judgment of our Board of Directors, Mr. Frakes does not meet such independence standards, as he serves as an executive officer of the Company. In reaching its conclusions, our Board of Directors considered all relevant facts and circumstances with respect to any direct or indirect relationships between our Company and each of the directors, including those discussed under the caption “Certain Relationships and Related Transactions,” below. Our Board of Directors determined that any relationships that exist or existed in the past between our Company and each of the independent directors were immaterial on the basis of the information set forth in the above-referenced sections. 65 Audit Committee and Audit Committee Financial Expert Our Board of Directors formed an Audit Committee in May 1999. Our Board of Directors has determined that Mr. Broenniman, due to his professional experience business acumen and independence, meets the definition of an “audit committee financial expert” as defined in Item 407(d)(5)(ii) under Regulation S-K, promulgated under the Exchange Act. Each of the members of the Audit Committee has a basic understanding of finance and accounting and is able to read and understand fundamental financial statements. Our Board of Directors has determined that each of the members of the Audit Committee meets the independence requirements applicable to audit committee members of Nasdaq Capital Market companies. The Audit Committee has the authority to appoint, review and discharge our independent registered public accounting firm. The Audit Committee reviews the results and scope of the audit and other services provided by our independent registered public accounting firm, as well as our accounting principles and our system of internal controls, reports the results of their review to the full Board of Directors and to management and recommends to the full Board of Directors that our audited consolidated financial statements be included in our Annual Report on Form 10-K. The Audit Committee has adopted a charter, which can be found on our website under “Investors – Governance – Governance Documents.” The reference to or inclusion of our website address in this Amendment No. 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. Our Interim Chief Executive Officer and other members of management regularly discuss our compensation issues with Compensation Committee members. Subject to Compensation Committee review, modification and approval, our Chief Executive Officer typically makes recommendations respecting bonuses and equity incentive awards for the other members of the executive management team. The Compensation Committee establishes all bonus and equity incentive awards for all executive members of the management team. Our Board of Directors has determined that all members of the Compensation Committee meet the independence requirements applicable to Nasdaq Capital Market companies. With respect to calendar year 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. 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: · overseeing our corporate governance functions on behalf of our Board of Directors; · making recommendations to our Board of Directors regarding corporate governance issues; · identifying and evaluating candidates to serve as directors of our Company consistent with criteria approved by our Board of Directors; · selecting director candidates or recommending such candidates to our Board of Directors for selection; and · reviewing and evaluating the performance of our Board of Directors. 66 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. Annual Report does not include or incorporate by reference the information on our website into this Amendment No. 1. Annual Report. Stockholder Nominees for Director There have been no material changes to the procedures by which stockholders may recommend nominees to the Board of Directors. Code of Ethics In February 2005, our Board of Directors approved a “Code of Business Conduct and Ethics” (as amended from time to time, the “Code”), which applies to our principal executive officer, our principal financial officer, our principal accounting officer and persons performing similar 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 Form 8-K. The 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. Incentive Compensation Recoupment Policy We have adopted an incentive compensation recovery policy (the “Compensation Recovery Policy”) that is designed to comply with, and will be interpreted in a manner consistent with, Section 10D and Rule 10D-1 of the Exchange Act and the applicable rules of the Nasdaq Stock Market, including any interpretive guidance provided by Nasdaq. Under our Compensation Recovery Policy, in the event of an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct a material error in previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Company must recover erroneously awarded incentive-based compensation previously paid to the Company’s executive officers in accordance with the terms of such Compensation Recovery Policy. Furthermore, under the Compensation Recovery Policy, the Company is prohibited from indemnifying any executive officer or former executive officer against the loss of erroneously awarded incentive-based compensation and from paying or reimbursing an executive officer for purchasing insurance to cover any such loss. A copy of our Compensation Recovery Policy is attached as Exhibit 97.1 to this Amendment No. 1. Annual Report. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities to file with the Commission initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Officers, directors and greater than ten percent beneficial stockholders are required by Commission regulations to furnish us with copies of all Section 16(a) forms they file. To the best of the Company’s knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the year ended March 31, 2026 and written representations that no other reports were required, there were no late Section 16 filings during the year ended March 31, 2026. 67 ITEM 11. EXECUTIVE COMPENSATION We are a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies. Although the rules allow us to provide less detail about our executive compensation program, the Compensation Committee of our Board of Directors (the “Compensation Committee”) is committed to providing the information necessary to help stockholders understand its executive compensation-related decisions. Accordingly, this section includes supplemental narratives that describe the 2026 fiscal year executive compensation program for our named 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. · James B. Frakes, our Chief Executive Officer and Chief Financial Officer; and · Steven P. LaRosa, M.D., our Chief Medical 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 YEARS The following table summarizes all compensation earned by our named executive officers for the fiscal years ended March 31, 2026 and 2025. Named And Principal Position Fiscal Year Ended March 31, Salary ($) All Other Compensation ($) Total ($) James B. Frakes 2026 500,000 326,922 (1) 826,922 Chief Executive Officer and Chief Financial Officer 2025 500,000 – 500,000 Steven P. LaRosa, M.D. 2026 473,000 120,480 (2) 593,480 Chief Medical Officer 2025 430,000 50,000 480,000 Guy F. Cipriani 2026 – 211,250 (3) 211,250 Former Senior Vice President, Chief Operating Officer 2025 199,500 196,188 (3) 395,688 (1) 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. (2) 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. (3) 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. 68 Narrative Disclosure to Executive Summary Generally, the three principal components of our executive compensation program for our named executive officers are base salary, executive cash bonus and long-term incentive equity compensation. We do not have any formal policies for allocating compensation among salary, performance bonus awards and equity grants, short-term and long-term compensation or among cash and non-cash compensation. Instead, the Compensation Committee considered compensation information provided by Anderson Pay Advisors LLC, or Anderson, our compensation consultant, in determining the compensation to recommend to the Board of Directors for its approval, that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives. We generally target providing total executive and director compensation at the 50% range for comparable companies. Base Salary Base salary provides financial stability and security to our named executive officers through a fixed amount of cash for performing job responsibilities. Each of our named executive officers’ 2026 and 2025 calendar year base salaries are listed in the table below, which reflects the Compensation Committees’ review of the data provided by Anderson and the Compensation Committee’s goal of setting salaries to be at the 50% range for comparable companies. Name 2026 Base Salary 2025 Base Salary James B. Frakes $ 500,000 $ 500,000 Steven P. LaRosa, M.D. $ 473,000 (1) $ 430,000 (1) Dr. 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, 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 Individual stock option grants are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our stock, internal equity amongst executives and market data provided by Anderson. In the fiscal year ended March 31, 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 We do not grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, and do not time the public release of such information based on award grant dates. Other than our RSU grants in every April 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 Mr. 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 with Mr. Frakes, which was amended in November 2023 and governs the current terms of his employment. Effective October 3, 2024, Mr. Frakes was appointed permanent Chief Executive Officer. Mr. 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 that if Mr. 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. 69 Effective July 1, 2024, Lee Arnold, Chief Science Officer of the Company, was terminated by the Company. In connection with his departure, Mr. Arnold became entitled to receive severance and related separation benefits, consistent with the terms of his Employment Agreement. Effective October 3, 2024, Guy F. 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 into an executive employment agreement with Dr. LaRosa, which governs the current terms of his employment with us. Dr. LaRosa’s currently receives an annual base salary of $473,000 and is eligible to receive an annual cash performance bonus targeted at 40% of his base salary, as determined by the Board of Directors or Compensation Committee based on Company and individual performance objectives. The agreement also provides that if Dr. LaRosa’s employment is terminated without cause, or if he resigns for good reason (each as defined in the agreement), then Dr. LaRosa he is entitled to receive continued base salary payments and Company-paid healthcare benefits for a period of 12 months following such termination. Outstanding Equity Awards at 2026 Fiscal Year-End The following table sets forth certain information concerning equity awards granted to our named executive officers that remained outstanding as of March 31, 2026. OPTIONS AWARDS Name Grant Date Number of Securities Underlying Unexercised Options Exercisable (#) Number of Securities Underlying Unexercised Options Unexercisable (#) Option Exercise Price ($) Option Expiration Date James B. Frakes 4/3/2020 176(1) – 102.40 4/2/2030 Chief Executive Officer and Chief Financial Officer 2/10/2022 126(2) – 112.80 2/9/2032 Steven P. LaRosa, M.D. 1/4/2021 152(3) – 201.60 1/3/2031 Chief Medical Officer 2/10/2022 126(4) – 112.80 2/9/2032 (1) This option is subject to vesting at a rate of 25% on the one year anniversary of the grant date of April 3, 2020, then monthly over the following 36 months, subject to Mr. Frakes continued service with the Company. (2) This option is subject to vesting at a rate of 25% on the one year anniversary of the grant date of February 10, 2022, then monthly over the following 36 months, subject to Mr. Frakes continued service with the Company. (3) This option is subject to vesting at a rate of 25% on the one year anniversary of the grant date of January 4, 2021, then monthly over the following 36 months, subject to Dr. LaRosa’s continued service with the Company. (4) This option is subject to vesting at a rate of 25% on the one year anniversary of the grant date of February 10, 2022, then monthly over the following 36 months, subject to Dr. LaRosa’s continued service with the Company. 70 Director Compensation for 2026 Fiscal Year The following director compensation disclosure reflects all compensation awarded to, earned by or paid to our then non-employee directors for the fiscal year ended March 31, 2026. Fees Earned or Paid in Cash ($) Stock Awards ($)(1) Total ($) Edward G. Broenniman (2) 97,500 50,000 147,500 Nicolas Gikakis (3) 48,750 50,000 98,750 Angela Rossetti (4) 63,000 50,000 113,000 Chetan S. Shah, M.D. (5) 63,750 50,000 113,750 (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the awards computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in our consolidated financial statements in this Annual Report. These amounts do not reflect the actual economic value that will be realized by our directors upon the vesting, exercise, or the sale of the shares of common stock underlying such awards. (2) In the fiscal year ended March 31, 2026, Mr. Broenniman earned $30,000 in cash compensation for his services to us as non-executive Chairman and $67,500 related to his roles as a member of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee and as the chair of our Audit Committee, for an aggregate amount of $97,500. Mr. 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. As of March 31, 2026, Mr. Broenniman had no outstanding equity awards. (3) Mr. Gikakis was reappointed to the Audit Committee in December,2025. In the fiscal year ended March 31, 2026, Mr. Gikakis earned $48,750 for his roles as a director and as a member of our Audit Committee and Nominating and Corporate Governance Committee. Mr. Gikakis also received RSUs valued at $50,000 for his ongoing service as a Board member pursuant to our Director Compensation Policy. As of March 31, 2026, Mr. Gikakis had no outstanding equity awards. (4) In the fiscal year ended March 31, 2026, Ms. Rossetti earned $63,000 for her roles as a director, a member of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee and as the chair of our Nominating and Corporate Governance Committee. Ms. Rossetti also received RSUs valued at $50,000 for her ongoing service as a Board member pursuant to our Director Compensation Policy. As of March 31, 2026, Ms. Rossetti had no outstanding equity awards. (5) Dr. Shah served as a member of our Audit Committee until December 2025. In the fiscal year ended March 31, 2026, Dr. Shah earned $63,750 for his roles as a director, a member of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee and as the chair of our Compensation Committee. Dr. 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 71 Non-Employee Director Compensation Policy We maintain the Director Compensation Policy, in which only non-employee directors may participate, pursuant to which such non-employee directors are entitled to receive cash and equity compensation for their service on the Board of Directors and its committees. Under the Director Compensation Policy in effect during the fiscal year ended March 31, 2026, a newly appointed or elected eligible director will receive an initial grant of RSUs with a grant date fair value of $75,000 or, at the discretion of our Board of Directors, options to acquire shares of common stock with a grant date fair value of $75,000, based on the average of the closing prices of our common stock for the five trading day period ending on the date of grant and will vest at a rate determined by the Board of Directors in its discretion, typically in equal quarterly installments over one year. In addition, under the Director Compensation Policy, at the beginning of each fiscal year, each continuing director eligible to participate will receive a grant of RSUs with a grant date fair value of $50,000 or, at the discretion of our Board of Directors, options to acquire shares of common stock with a grant date fair value of $50,000, based on the average of the closing prices of our common stock for the five trading day period ending on the date of grant and will vest at a rate determined by the Board of Directors in its discretion, typically in equal quarterly installments over one year . Under the Director Compensation Policy in effect during the fiscal year ended March 31, 2026, in lieu of per meeting fees, eligible directors will receive an annual board retainer fee of $40,000, as well as the following annual retainer fees: Audit Committee chair - $15,000, Compensation Committee chair - $15,000, Nominating and Corporate Governance Committee chair - $8,000, Audit Committee member - $7,500 (not applicable to the chair), Compensation Committee member - $7,500 (not applicable to the chair) and Nominating Committee member - $5,000 (not applicable to the chair). Additionally, the Chairperson of the Board of Directors will receive an additional annual board retainer fee of $30,000. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information as of March 31, 2026, with respect to the ownership of our common stock, by (i) each person known by us to be the beneficial owner of more than five percent (5%) of the outstanding shares of each class of our capital stock, (ii) each of our directors and director nominees, (iii) each of our executive officers, and (iv) all of our named executive officers and directors as a group. As of such date, we had 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 NUMBER OF SHARES BENEFICIALLY OWNED(1) PERCENT OF SHARES BENEFICIALLY OWNED(2) Greater than 5% Stockholders Armistice Capital, LLC 84,496 (3) 5% Directors and Named Executive Officers James B. Frakes, Chief Executive Officer, Chief Financial Officer and Director 305 (4) * Edward G. Broenniman, Chairman and Director 7,371 (5) * Chetan S. Shah, M.D., Director 6,918 (6) * Angela Rossetti, Director 7,861 (7) * Steven P. LaRosa, M.D., Chief Medical Officer 278 (8) * Nicolas Gikakis, Director 6,919 (9) – All Current Directors and Executive Officers as a Group (6 members) 29,652 1.9% ____________________ * Less than 1% 72 (1) Calculated pursuant to Rule 13d-3(d)(1) of the Exchange Act. Under Rule 13d-3(d)(1), shares not outstanding that are subject to options, warrants, rights or conversion privileges exercisable by a person within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person but not deemed outstanding for the purpose of calculating the percentage owned by each other person listed. (2) Based on 1,570,449 shares of common stock outstanding as of March 31, 2026. (3) Armistice Capital, LLC (“Armistice Capital”) is the investment manager of Armistice Capital Master Fund Ltd. (the “Master Fund”), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital. The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities. The address of the principal business office of each of the Reporting Persons is c/o Armistice Capital, LLC, 510 Madison Avenue, 7 th Floor, New York, NY 10022. (4) Consists of (i) 3 shares of common stock and (ii) 302 shares subject to stock options that are currently exercisable. (5) Consist of 7,371 shares of common stock (6) Consists of 6,918 shares of common stock. (7) Consists of 7,861 shares of common stock. (8) Consists of 278 shares subject to stock options that are currently exercisable. (9) Consists of 6,919 shares of common stock 73 Equity Compensation Plans The following table sets forth information, as of March 31, 2026, about our equity compensation plans in effect as of that date: Plan category (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) (b) Weighted-average exercise price of outstanding options, warrants and rights (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders (2) 659 $ 130.52 132,109 Equity compensation plans not approved by security holders (3) – – – Totals 659 $ 130.52 132,109 (1) Net of equity instruments forfeited, exercised or expired. (2) Excludes RSU grants to our officers and directors during the fiscal year ended March 31, 2026, since all of the shares underlying the RSUs had been issued during that fiscal year and there were no outstanding RSUs as of March 31, 2026. (3) As of March 31, 2026, we did not have any equity compensation plans that were not approved by our stockholders. Item 402(v) Pay Versus Performance We are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our company as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and named executive officer (“NEO”) pay. This disclosure is intended to comply with the requirements of Item 402(v) of Regulation S-K applicable to “smaller reporting companies.” For additional information about our compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Executive and Director Compensation” section above. 74 Required Tabular Disclosure of Pay Versus Performance The 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. Our Chief Executive Officer is our principal executive officer and is referred to as PEO in the headers in the following tables. PAY VERSUS PERFORMANCE Fiscal Year Summary Compensation Table Total for PEO 1 (1) (2) ($) Compensation Actually Paid to PEO 1 (2)(3) ($) Summary Compensation Table Total for PEO 2 (1) (2) ($) Compensation Actually Paid to PEO 2 (2)(3) ($) Average Summary Compensation Table Total for Non-PEO NEOs (1)(2) ($) Average Compensation Actually Paid to Non-PEO NEOs (2)(3) ($) Value of Initial Fixed $100 Investment Based On Total Shareholder Return (4) ($) Net Income (Loss) (millions) ) ($) (a) (b) (c) (b) (c) (d) (e) (f) (h) 2026 $ – $ – $ 826,922 $ 826,662 $ 402,365 $ 402,235 $ .72 $ (7.15) 2025 $ – $ – $ 500,000 $ 495,402 $ 437,844 $ 430,875 $ 9.36 $ (13.40 ) 2024 $ 505,332 $ 395,249 $ 416,449 $ 400,496 $ 404,032 $ 385,270 $ 43.92 $ (12.21 ) (1) 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” (2) Charles J. Fisher, Jr., M.D. served as PEO 1 from the beginning of fiscal year 2024 through November 7, 2023. James B. Frakes served as PEO 2 from November 7, 2023 through the end of the current fiscal year. Steven LaRosa and Guy Cipriani served as a non-PEO NEO in each fiscal year presented. (3) Adjustments made to determine the Compensation Actually Paid to the PEO and non-PEO NEO can be found in the below table: 75 PEO 2: James Frakes Non-PEO NEO Prior FYE 03/31/2025 03/31/2025 Current FYE 03/31/2026 03/31/2026 Fiscal Year 2026 2026 SCT Total $ 826,922 $ 402,365 - 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 $ (260 ) $ (130 ) - 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 $ 826,662 $ 402,235 (a) 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. (b) Amount of equity award adjustments may differ from amount reported in the table above due to rounding. (4) 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. 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 above. 76 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. 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. Fisher, Jr., 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 402(v) Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference. 77 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 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. 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 have granted stock options and RSUs to our executive officers and directors. For information about our grants of stock option awards and RSUs to our named executive officers and our directors, refer to “Executive and Director Compensation — Outstanding Equity Awards at 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 We have entered into and intend to continue to enter into indemnification agreements with each of our directors and our officers. The indemnification agreements, our Articles of Incorporation, as amended, and our Amended and Restated Bylaws require us to indemnify our directors and officers to the fullest extent permitted by Nevada law. Policies and Procedures for Transactions with Related Persons We maintain a written policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock and any members of the immediate family or affiliate of any of the foregoing persons are not permitted to enter into a related person transaction with us without the approval or ratification of the Audit Committee. Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our common stock, or any member of the immediate family or affiliate of any of the foregoing persons, in which the amount involved exceeds $120,000 and such person would have a direct or indirect interest, must be presented to the Audit Committee for review, consideration and approval. In approving or rejecting any such proposal, the Audit Committee is to consider the material facts of the transaction, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. 78 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table presents fees for professional services billed by Haskell & White during the fiscal years ended March 31, 2026 and 2025: Fiscal Year 2026 Fiscal Year 2025 Audit Fees(1) $ 235,500 $ 237,300 Tax Fees(2) 20,450 17,500 Total Fees $ 255,950 $ 254,800 (1) 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. (2) 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 Haskell & White LLP billed us as set forth in the above table. 79 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The following documents are filed as part of this Annual Report: (a)(1) Financial Statements. The response to this portion of Item 15 is set forth under Part II, Item 8 above. (a)(2) Financial Statement Schedules. All schedules have been omitted because they are not required or because the required information is given in the Financial Statements or Notes thereto set forth under Item 8 above. (a)(3) Exhibits required by Item 601 of Regulation S-K. Incorporated by Reference Exhibit Number Exhibit Description Form SEC File No. Exhibit No. Date Filed Herewith 3.1 Articles of Incorporation, as amended 8-K 001-37487 3.1 September 19, 2022 3.2 Amended and Restated Bylaws of the Company 8-K 001-37487 3.1 September 12, 2019 3.3 Certificate of Amendment to Articles of Incorporation 8-K 001-37487 3.1 February 23, 2026 4.1 Form of Common Stock Certificate S-1 333-201334 4.1 December 31, 2014 4.2 Form of Warrant Agency Agreement with Computershare S-1/A 001-37487 4.13 August 29, 2025 4.3 Form of Common Warrant issued December 5, 2025 8-K 001-37487 4.1 December 8, 2025 4.4 Form of Pre-Funded Warrant issued December 5, 2025 8-K 001-37487 4.2 December 8, 2025 4.5 Amendment to Pre-Funded Warrant 8-K 001-37487 10.2 January 26, 2026 4.9 Description of Aethlon Medical, Inc.’s Securities X 4.10 Form of New Warrant to purchase Common Stock issued on March 17, 2025 8-K 001-37487 4.1 March 17, 2025 10.1++ Aethlon Medical, Inc. Amended and Restated Non-Employee Director Compensation Policy, as Modified on February 10, 2022 10-Q 001-37487 10.2 February 14, 2022 80 Incorporated by Reference Exhibit Number Exhibit Description Form SEC File No. Exhibit No. Date Filed Herewith 10.2++ Employment Agreement, by and between Aethlon Medical, Inc. and James Frakes, dated December 12, 2018 10-Q 001-37487 10.3 February 11, 2019 10.3++ Amendment No. 1 to Executive Employment Agreement, effective as of November 7, 2023, by and between the Company and James B. Frakes 8-K 001-37487 10.1 December 22, 2023 10.4++ Form of Indemnification Agreement for Officers and Directors 10-Q 001-37487 10.4 February 11, 2019 10.5++ Form of Option Grant Agreement for Officers and Directors 10-Q 001-37487 10.5 February 11, 2019 10.6++ Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for Directors 10-Q 001-37487 10.6 February 11, 2019 10.7++ Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for Executives 10-Q 001-37487 10.7 February 11, 2019 10.8 Assignment Agreement, by and between Aethlon Medical, Inc. and London Health Sciences Center Research Inc., dated November 7, 2006 S-1 001-37487 10.27 November 15, 2019 10.9++ Aethlon Medical, Inc. 2020 Equity Incentive Plan as amended, Form of Restricted Stock Grant, Form of Option Grant and Agreement 8-K 001-37487 10.1 October 2, 2024 10.10++ Employment Agreement between the Company and Dr. Fisher, dated October 30, 2020 8-K 001-37487 10.2 November 3, 2020 10.11++ Separation Agreement between the Company and Dr. Fisher, effective as of November 27, 2023 8-K 001-37487 10.1 November 27, 2023 10.12 Lease, by and between the Company and San Diego Inspire 1, LLC. and San Diego Inspire 2, LLC, effective December 7, 2020 10-Q 001-37487 10.3 February 10, 2021 10.13++ Executive Employment Agreement between the Company and Guy Cipriani, dated January 1, 2021 10-Q 001-37487 10.5 February 10, 2021 10.14++ Amendment No. 1 to Executive Employment Agreement, effective as of November 7, 2023, by and between the Company and Guy F. Cipriani 8-K 001-3748 7 10.2 December 22, 2023 10.15++ Executive Employment Agreement between the Company and Steven P. LaRosa, MD, dated January 4, 2021 10-Q 001-37487 10.6 February 10, 2021 81 Incorporated by Reference Exhibit Number Exhibit Description Form SEC File No. Exhibit No. Date Filed Herewith 10.16++ Executive Employment Agreement, by and between Aethlon Medical, Inc. and Lee D. Arnold, Ph.D., dated February 1, 2023 10-Q 001-37487 10.1 February 13, 2023 10.17 Lease between Aethlon Medical, Inc. and San Diego Inspire 5, LLC, effective October 27, 2021 10-Q 001-37487 10.1 November 9, 2021 10.18 At the Market Offering Agreement, dated March 24, 2022, by and between Aethlon Medical, Inc. and H.C. Wainwright & Co., LLC 8-K 001-37487 1.1 March 24, 2022 10.19++ Amendment No. 1 to Executive Employment Agreement, by and between Aethlon Medical, Inc. and Lee D. Arnold, Ph.D., dated May 1, 2023 10-K 001-37487 10.18 June 28, 2023 10.20++ Amendment No. 1 to Executive Employment Agreement, by and between Aethlon Medical, Inc. and Lee D. Arnold, Ph.D., dated May 1, 2023 10-K 001-37487 10.18 June 28, 2023 10.21 Form of Inducement Letter dated March 17, 2025 8-K 001-37487 10.1 March 17, 2025 10.22 Securities Purchase Agreement issued September 4, 2025 8-K 001-37487 10.1 September 9, 2025 10.23 Placement Agency Agreement dated September 4, 2025 8-K 001-37487 10.2 September 9, 2025 10.24 Placement Agency Agreement dated December 5, 2025 8-K 001-37487 1.1 December 8, 2025 10.25 Form of Registration Rights Agreement dated December 5, 2025 8-K 001-37487 10.2 December 8, 2025 10.26 Form of Warrant Inducement Agreement (December 5, 2025) 8-K 001-37487 10.3 December 8, 2025 10.27 Form of Securities Purchase Agreement between the Company and purchaser signatory thereto 8-K 001-37487 10.1 December 8, 2025 10.28 Amendment to Securities Purchase Agreement between the Company and the purchaser signatory thereto 8-K 001-37487 10.1 January 26, 2026 19.1 Insider Trading Policy 10-K 001-37487 19.1 June 26, 2025 21.1 List of Subsidiaries 10-K 001-37487 21.1 June 26, 2025 23.1 Consent of Haskell & White LLP, Independent Registered Public Accounting Firm X 82 Incorporated by Reference Exhibit Number Exhibit Description Form SEC File No. Exhibit No. Date Filed Herewith 24.1 Power of Attorney (see signature page) X 31.1 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 X 32.1* 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. Section 1350 X 97.1 Incentive Compensation Recoupment Policy 10-K 001-37487 97.1 June 26, 2025 101.INS 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) X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101) X __________________ ++ Indicates management contract or compensatory plan. * The information in Exhibit 32.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act (including this Annual Report), unless the Registrant specifically incorporates the foregoing information into those documents by reference. ITEM 16. FORM 10-K SUMMARY None. 83 SIGNATURES 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. By: /s/ JAMES B. FRAKES JAMES B. FRAKES CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER. POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James B. Frakes his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitutes or substitute, 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 and in the capacities and on the dates indicated. Signature Title Date /s/ JAMES B. FRAKES Chief Executive Officer and Chief Financial Officer, June 10, 2026 James B. Frakes Principal Executive Officer, Principal Financial and Accounting Officer and Director /s/ EDWARD G. BROENNIMAN Chairman and Director June 10, 2026 Edward G. Broenniman /s/ CHETAN S. SHAH Director June 10, 2026 Chetan S. Shah, M.D. /s/ ANGELA ROSSETTI Director June 10, 2026 Angela Rossetti /s/ NICOLAS GIKAKIS Director June 10, 2026 Nicolas Gikakis 84 Page Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (Haskell & White LLP, Irvine, CA PCAOB ID No 200 ) F-2 Consolidated Balance Sheets as of March 31, 2026 and 2025 F-3 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended March 31, 2026 and 2025 F-4 Consolidated Statements of Equity for the Years Ended March 31, 2026 and 2025 F-5 Consolidated Statements of Cash Flows for the Years Ended March 31, 2026 and 2025 F-6 Notes to Consolidated Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders Aethlon Medical, Inc. Opinion on the Consolidated Financial Statements 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 have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has recurring losses from operations, an accumulated deficit, expects to incur losses for the foreseeable future and requires additional working capital to achieve its operating plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1 to the consolidated financial statements. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. 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 audits 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 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 internal control over financial reporting. Accordingly, we express no such opinion. 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 that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our 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 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 and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ Haskell & White LLP HASKELL & WHITE LLP We have served as the Company’s auditor since 2024. Irvine, California June 10, 2026 F- 2 AETHLON MEDICAL, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS March 31, 2026 2025 ASSETS CURRENT ASSETS Cash and cash equivalents $ 5,026,458 $ 5,501,261 Deferred offering costs 210,985 – Prepaid expenses and other current assets 332,094 448,539 TOTAL CURRENT ASSETS 5,569,537 5,949,800 Property and equipment, net 356,822 676,220 Operating lease right-of-use asset, net 307,820 601,846 Patents, net – 550 Restricted cash 98,928 97,813 Deposits – 33,305 TOTAL ASSETS $ 6,333,107 $ 7,359,534 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 384,550 $ 534,524 Due to related parties 68,250 579,565 Operating lease liability, current portion 336,718 313,033 Other current liabilities 657,317 472,164 TOTAL CURRENT LIABILITIES 1,446,835 1,899,286 Operating lease liability, less current portion – 336,718 TOTAL LIABILITIES 1,446,835 2,236,004 COMMITMENTS AND CONTINGENCIES (Note 8) – – STOCKHOLDERS’ EQUITY 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 1,570 259 Additional paid-in capital 180,023,691 173,095,221 Accumulated other comprehensive loss ( 32,703 ) ( 17,133 ) Accumulated deficit ( 175,106,286 ) ( 167,954,817 ) TOTAL STOCKHOLDERS’ EQUITY 4,886,272 5,123,530 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 6,333,107 $ 7,359,534 See accompanying notes to the consolidated financial statements. F- 3 AETHLON MEDICAL, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS Years Ended March 31, 2026 2025 OPERATING COSTS AND EXPENSES Professional fees $ 1,809,181 $ 2,224,092 Payroll and related expenses 2,788,005 3,874,092 General and administrative 2,696,445 3,243,181 Total operating expenses 7,293,631 9,341,365 OPERATING LOSS ( 7,293,631 ) ( 9,341,365 ) OTHER INCOME (EXPENSE), NET Interest income 156,534 298,122 Other income – 324,450 Interest expense ( 14,372 ) ( 10,109 ) Other expense – ( 4,659,188 ) Total other income (expense), net 142,162 ( 4,046,725 ) NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS ( 7,151,469 ) ( 13,388,089 ) Basic and diluted net loss per share attributable to common stockholders $ ( 10.61 ) $ ( 85.77 ) Weighted average number of common shares outstanding - basic and diluted 673,945 156,085 NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS ( 7,151,469 ) ( 13,388,089 ) OTHER COMPREHENSIVE LOSS ( 15,570 ) ( 10,193 ) COMPREHENSIVE LOSS $ ( 7,167,039 ) $ ( 13,398,282 ) See accompanying notes to the consolidated financial statements. F- 4 AETHLON MEDICAL, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF EQUITY FOR THE YEARS ENDED MARCH 31, 2026 AND 2025 COMMON STOCK ADDITIONAL PAID IN ACCUMULATED ACCUMULATED COMPREHENSIVE TOTAL SHARES AMOUNT CAPITAL DEFICIT LOSS EQUITY BALANCE - MARCH 31, 2024 32,873 $ 33 $ 160,339,967 $ ( 154,566,728 ) $ ( 6,940 ) $ 5,766,332 Proceeds from Issuances of common stock for public offering 101,250 102 3,539,805 – – 3,539,907 Issuance of common stock upon Class A and Class B warrant exercises, net 123,131 123 4,206,281 – – 4,206,404 Issuance of common shares upon vesting of restricted stock units and net stock option exercises 1,277 1 ( 18,928 ) – – ( 18,927 ) Stock-based compensation expense – – 415,234 – – 415,234 Warrant Inducement 4,612,862 – – 4,612,862 Net loss – – – ( 13,388,089 ) – ( 13,388,089 ) Other comprehensive loss – – – ( 10,193 ) ( 10,193 ) BALANCE – MARCH 31, 2025 258,531 $ 259 $ 173,095,221 $ ( 167,954,817 ) $ ( 17,133 ) $ 5,123,530 Issuances of common stock for public offering, net 500,000 500 3,743,966 – – 3,744,466 Issuances of pre-funded warrants and warrants to institutional investors (including exercise of existing warrants), net of offering costs 210,555 210 2,917,412 – – 2,917,622 Exercise of pre-funded warrants 595,897 596 ( 536 ) – – 60 Issuance of common shares upon vesting of restricted stock units and net stock option exercises 5,359 5 ( 10,919 ) – – ( 10,914 ) Stock-based compensation expense – – 278,547 – – 278,547 Rounding for reverse split 107 – – – – – Net loss – – – ( 7,151,469 ) – ( 7,151,469 ) Other comprehensive loss – – – – ( 15,570 ) ( 15,570 ) BALANCE – MARCH 31, 2026 1,570,449 $ 1,570 $ 180,023,691 $ ( 175,106,286 ) $ ( 32,703 ) $ 4,886,272 See accompanying notes to the consolidated financial statements. F- 5 AETHLON MEDICAL, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED MARCH 31, 2026 AND 2025 Years Ended March 31, 2026 2025 Cash flows from operating activities: Net loss $ ( 7,151,469 ) $ ( 13,388,089 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 323,653 339,559 Stock-based compensation 278,547 415,234 Non-cash lease expense 294,026 281,208 Warrant Inducement Expense – 4,612,862 Changes in operating assets and liabilities: Prepaid expenses and other current assets 151,550 113,923 Accounts payable and other current liabilities ( 383,384 ) ( 53,360 ) Due to related parties ( 511,315 ) 33,131 Net cash used in operating activities ( 6,998,392 ) ( 7,645,532 ) Cash flows from investing activities: Purchases of property and equipment ( 3,704 ) – Cash used in investing activities ( 3,704 ) – Cash flows from financing activities: Tax withholding payments or tax equivalent payments for net share settlement of restricted stock units ( 10,915 ) ( 18,927 ) Gross proceeds from the issuance of common stock and pre-funded warrants 6,901,465 4,703,800 Payments for offering costs related to equity issuance ( 1,087,854 ) ( 1,163,893 ) Proceeds from exercise of warrants – standard terms – 2,054,940 Proceeds from exercise of warrants – induced terms 848,537 2,316,320 Commission paid related to warrant inducement – ( 153,979 ) Legal fees paid related to warrant inducement – ( 10,877 ) Payments for deferred offering costs related to future equity issuance ( 129,329 ) – Net cash provided by financing activities 6,521,904 7,727,384 Effect of Exchange Rate on Changes on Cash 6,504 ( 12,262 ) Net (decrease) increase in cash and cash equivalents and restricted cash ( 473,688 ) 69,590 Cash and cash equivalents restricted cash at beginning of year 5,599,074 5,529,484 Cash and cash equivalents and restricted cash at end of year $ 5,125,386 $ 5,599,074 Supplemental information of non-cash investing and financing activities: Issuance of shares under vested restricted stock units, net stock option exercises and unvested share issuance for services $ 5 $ 13 Disposal of fully depreciated property $ 14,628 $ 350,670 Warrant modification costs $ 135,676 $ – Deferred offering costs not yet paid $ 81,656 $ – Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets: Cash and cash equivalents $ 5,026,458 $ 5,501,261 Restricted cash 98,928 97,813 Cash and restricted cash $ 5,125,386 $ 5,599,074 See accompanying notes to the consolidated financial statements. F- 6 Aethlon Medical, Inc. and Subsidiary Notes to Consolidated Financial Statements 1. ORGANIZATION, LIQUIDITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION Aethlon Medical, Inc. (“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 therapy. In certain human studies designed to evaluate viral clearance from biological fluids, findings demonstrated the removal of enveloped viruses. The U.S. 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. Oncology 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. Results from 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® (nivolumab). 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 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. F- 7 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 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. In several 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 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 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. F- 8 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 $ 175,106,286 as of March 31, 2026. 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 sources. 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. F- 9 PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of Aethlon Medical, Inc. and its wholly owned subsidiary, Aethlon Medical Australia Pty Ltd. Operations in our Australian subsidiary is recorded in their functional currency. The results of operations for our Australian subsidiary are translated from functional currency into U.S. dollars. Expenses originally incurred in U.S. dollars are translated using the exchange rate on the transaction date. For expenses in the subsidiary’s functional currency, we use the average exchange rate for the period, as it is not practical to determine the exact rate for each transaction date. Assets and liabilities are translated using the period end exchange rates. The U.S dollar effects that arise from translating the net assets of are recorded in other comprehensive income (loss). All significant inter-company transactions and balances have been eliminated in consolidation. The consolidated financial statements contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the consolidated financial statements as of and for the fiscal years ended March 31, 2026 and 2025, and the consolidated statement of cash flows for the fiscal years ended March 31, 2026 and 2025. RISKS AND UNCERTAINTIES We operate in an industry that is subject to intense competition, government regulation and rapid technological change. Our operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory, and including the potential risk of business failure. 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 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 also affect the reported amounts of expenses during the reporting period. 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 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 assets. CASH AND CASH EQUIVALENTS Accounting standards define “cash and cash equivalents” as any short-term, highly liquid investment that is both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. For the purpose of financial statement presentation, we consider all highly liquid investment instruments with original maturities of three months or less when purchased, or any investment redeemable without penalty or loss of interest to be cash equivalents. Cash is carried at cost, which approximates fair value, and cash equivalents are carried at fair value. 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 U.S. Treasury securities, the Company did not record an allowance for expected credit losses as of March 31, 2026. F- 10 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 For the year ended March 31, 2026 March 31, 2025 Cash in US bank checking account $ 535,356 $ 282,545 Cash equivalents held in US Treasury bills 4,404,060 5,157,887 Cash in Australian bank checking account (US dollars) 87,042 60,829 Total cash and cash equivalents $ 5,026,458 $ 5,501,261 CONCENTRATIONS OF CREDIT RISKS Cash is maintained at one US financial institution in a checking account. Accounts at this institution are secured by the Federal Deposit Insurance Corporation up to $250,000. Our March 31, 2026 cash balances were approximately $ 384,000 over such insured amount. We do not believe that the Company is exposed to any significant risk with respect to its cash in that checking account. At March 31, 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 risk. 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. 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 Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which range from two to five years. Repairs and maintenance are charged to expense as incurred while improvements are capitalized. Upon the sale or retirement of property and equipment, the accounts are relieved of the cost and the related accumulated depreciation with any gain or loss included in the consolidated statements of operations. F- 11 INCOME TAXES Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the difference between the consolidated financial statements and their respective tax basis. Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts reported for income tax purposes, and (b) tax credit carryforwards. We record a valuation allowance for deferred tax assets when, based on our best estimate of taxable income (if any) in the foreseeable future, it is more likely than not that some portion of the deferred tax assets may not be realized. Management has provided a full valuation allowance against the Company’s net deferred tax asset. 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 year. 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, 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. Diluted 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 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 and 293,817 potential common shares, consisting of shares underlying outstanding stock options, restricted stock units, or RSUs, shares held in abeyance and warrants were excluded as their inclusion would be antidilutive. REVENUE RECOGNITION We did not recognize revenue in fiscal 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). F- 12 The following table summarizes share-based compensation expenses relating to shares and options granted and the effect on loss per common share during the years ended March 31, 2026 and 2025: Schedule of share-based compensation expenses Fiscal Years Ended March 31, 2026 March 31, 2025 Vesting of Stock Options and Restricted Stock Units $ 278,547 $ 415,234 Total Stock-Based Compensation Expense $ 278,547 $ 415,234 Weighted average number of common shares outstanding – basic and diluted 673,945 156,085 Basic and diluted loss per common share $ ( 0.41 ) $ ( 2.66 ) 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. We review share-based compensation on a quarterly basis for changes to the estimate of expected award forfeitures based on actual forfeiture experience. The effect of adjusting the forfeiture rate for all expense amortization after March 31, 2007 is recognized in the period the forfeiture estimate is changed. The effect of forfeiture adjustments for the fiscal year ended March 31, 2026 was insignificant. PATENTS 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. F- 13 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. RESEARCH AND DEVELOPMENT EXPENSES Our research and development costs are expensed as incurred. 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. During 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. SIGNIFICANT RECENT ACCOUNTING PRONOUNCEMENTS In fiscal year 2025, the Company adopted Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires public entities to disclose significant segment expense categories that are regularly provided to the chief operating decision maker (CODM) and included in the 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, 2025. 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 2024-02”). 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. F- 14 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 grants. 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. 2. PROPERTY AND EQUIPMENT, NET Property and equipment, net, consist of the following: Schedule of property and equipment, net March 31, 2026 March 31, 2025 Furniture and office equipment, at cost $ 761,978 $ 1,112,648 Add: additions 3,704 – Less: disposals ( 14,628 ) ( 350,670 ) Leasehold improvements 893,131 893,131 Gross property and equipment 1,644,185 1,655,109 Less: accumulated depreciation ( 1,287,363 ) ( 978,889 ) Fixed assets, net $ 356,822 $ 676,220 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 at the time of removal. The reduction in gross property and equipment reflects the Company’s ongoing review and retirement of inactive or obsolete assets. 3. PATENTS, NET Patents, net consist of the following: Schedule of patents, net March 31, 2026 March 31, 2025 Issued patents $ 157,442 $ 157,442 Accumulated amortization ( 157,442 ) ( 156,892 ) Patents, net $ – $ 550 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. F- 15 4. EQUITY TRANSACTIONS REVERSE STOCK SPLITS 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. The Common Warrants became exercisable upon stockholder approval and expire five and one-half years following stockholder approval obtained on February 19, 2026. 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. F- 16 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. 333-292598) 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 4, 2025. 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 expenses. 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. F- 17 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. 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. Equity Transactions in the Fiscal Year Ended March 31, 2025. March 2025 Warrant-Based Financing On March 16, 2025, the Company entered into an inducement offer to exercise existing Class A and Class B Warrants (the “Agreement”) with a certain accredited and institutional holder (the “Holder”) of the Company’s outstanding Class A and Class B Warrants issued on May 17, 2024 (the “Existing Warrants”). 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 exercising the Existing Warrants, the Company issued an aggregate of 6,200,000 shares of its common stock. The shares underlying the Existing Warrants have all been registered on Form S-1 registration statement (Registration Number 333-278188). The Company agreed to file a resale registration statement registering the shares underlying the Replacement Warrants (“Resale Registration Statement”) within ninety (90) days of the date of the Agreement and to use commercially reasonable best efforts to cause the Resale Registration Statement to be effective on or prior to the 150th calendar day after the date of the Agreement. F- 18 Subject to the terms of the Agreement, the Company will be required to pay certain liquidated damages if the shares underlying the New Warrants are not filed within the ninety (90) period, as more fully described in the Agreement. The Company further agreed that until sixty (60) days after the closing date of the warrant exercise, it will not (other than in connection with limited enumerated exceptions) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or common stock equivalents or file any registration statement or any amendment or supplement (other than the registration statement registering the shares underlying the Replacement Warrants). In connection with the transactions contemplated in the Agreement, the Company agreed to pay its placement agent, Maxim Group, LLC (the “Agent”) the following compensation, (i) a cash fee equal to 6.0% of the gross proceeds received by the Company in the transactions contemplated by the Agreement, and (ii) legal fees and out-of-pocket expenses of $ 15,000 . May 2024 Public Offering On May 17, 2024, the Company closed a public offering pursuant to which it sold an aggregate of: (i) 306,250 shares of common stock and accompanying Class A warrants to purchase up to 306,250 shares of common stock and Class B warrants to purchase up to 306,250 shares of common stock, at a combined public offering price of $ 4.64 per share and accompanying warrants; and (ii) in lieu of common stock, pre-funded warrants to purchase 706,250 shares of common stock and accompanying Class A warrants to purchase up to 706,250 shares of common stock and Class B warrants to purchase up to 706,250 shares of common stock, at a combined public offering price of $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 warrants. Maxim Group LLC (“Maxim”), served as the exclusive placement agent in connection with the offering. We paid Maxim a cash fee of 6.5% of the aggregate gross proceeds raised at the closing of the offering, and reimbursement of certain expenses and legal fees in the amount of $ 100,000 . We also issued to designees of Maxim warrants to purchase up to an aggregate of 40,500 shares of common stock (the “Placement Agent Warrants”). The Placement Agent Warrants have an exercise price of $ 4.64 per share and have substantially the same terms as the Class A warrants, except the Placement Agent Warrants are not subject to an exercise price reset, are non-exercisable until November 15, 2024, and will expire on May 15, 2029 . The gross proceeds from the offering, before deducting the placement agent’s fees and other offering expenses, were approximately $ 4.7 million. 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. F- 19 RSU Grants to Non-Employee Directors On 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 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 were each granted an RSU in the amount of 4,112 shares under the 2020 Plan. The RSUs are subject to vesting in four equal installments, with 25% of the restricted stock units vesting on each of June 30, 2024, September 30, 2024, December 31, 2024, and March 31, 2025, subject in each case to the director’s Continuous Service (as defined in the 2020 Plan), through such dates. Vesting will terminate upon the director’s termination of Continuous Service prior to any vesting date. There were no vested RSUs outstanding as of March 31, 2025. WARRANTS: During the 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. During the 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 per share. A summary of the aggregate warrant activity for the years ended March 31, 2026 and 2025 is presented below: Schedule of warrant activity Fiscal Year Ended March 31, 2026 2025 Warrants Weighted Average Exercise Price Warrants Weighted Average Exercise Price Outstanding, beginning of year 235,712 $ 35.55 409 $ 200.90 Granted 1,955,126 $ 5.36 361,550 $ 35.80 Exercised ( 210,555 ) $ 24.38 ( 123,131 ) $ 39.20 Cancelled/Forfeited ( 22,793 ) $ 46.40 ( 3,116 ) $ 250.13 Outstanding, end of year 1,957,490 $ 6.48 235,712 $ 35.55 Exercisable, end of year 1,957,490 $ 6.48 235,712 $ 35.55 Weighted average estimated fair value of warrants granted $ N/A $ N/A F- 20 The detail of the warrants outstanding and exercisable as of March 31, 2026 is as follows: Schedule of warrant activity exercisable and outstanding Warrants Outstanding Range of Exercise Prices Number Outstanding Weighted Average Remaining Life (Years) Weighted Average Exercise Price $9.00 or Below 1,899,572 4.99 $ 5.26 $46.40 57,918 3.13 $ 46.40 1,957,490 The detail of the warrants outstanding and exercisable as of March 31, 2025 is as follows: Warrants Outstanding and Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Life (Years) Weighted Average Exercise Price $46.4 or Below 235,712 4.63 $ 35.50 235,712 STOCK-BASED COMPENSATION: 2020 EQUITY INCENTIVE 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, 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. F- 21 STOCK OPTION ACTIVITY 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, 2026 and options that are expected to vest subsequent to March 31, 2026 are as follows: Schedule of options outstanding that have vested and are expected to vest Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term in Years Vested 659 $ 1,305.04 5.12 Expected to vest – $ – – Total 659 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 Fiscal Year Ended March 31, 2026 2025 Options Weighted Average Exercise Price Options Weighted Average Exercise Price Outstanding, beginning of year 659 $ 1,305.04 1,086 $ 1,462.20 Granted – $ – – $ – Cancelled/Forfeited – $ – ( 427 ) $ 1,702.90 Outstanding, end of year 659 $ 1,305.04 659 $ 1,305.04 Exercisable, end of year 659 $ 1,305.04 583 $ 1,328.20 Weighted average estimated fair value of options granted $ N/A $ N/A 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, 2026 was $ 50,000 . There were no stock option exercises during the fiscal years ended March 31, 2026 and 2025. F- 22 The table below summarizes nonvested stock options as of March 31, 2026 and changes during the year ended March 31, 2026. Schedule of nonvested shares Shares Weighted Average Grant Date Fair Value Nonvested stock options at April 1, 2025 76 $ 1.37 Vested ( 76 ) $ 1.37 Forfeited – $ – Nonvested stock options at March 31, 2026 – The detail of the options outstanding and exercisable as of March 31, 2025 is as follows: Schedule of detail of options outstanding and exercisable by exercise price Options Outstanding Options Exercisable Exercise Prices Number Outstanding Weighted Average Remaining Life (Years) Weighted Average Exercise Price Number Outstanding Weighted Average Exercise Price $1024.00-1,128.00 507 6.22 years $ 1,092.00 431 $ 1,085.00 $2,016 .00 152 5.76 years $ 2,016.00 152 $ 2,016.00 Total 659 583 We recorded stock-based compensation expense related to RSU issuances and to options granted totaling $ 278,547 and $ 415,234 for the fiscal years ended March 31, 2026 and 2025, respectively. These expenses were recorded as stock compensation included in payroll and related expenses in the accompanying consolidated statement 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, 2026, and for the year then ended. Schedule of RSUs Shares Nonvested RSUs at April 1, 2025 – Granted 7,143 Vested ( 7,143 ) Nonvested RSUs at March 31, 2026 – Our total stock-based compensation for fiscal years ended March 31, 2026 and 2025 included the following: Schedule of stock-based compensation Fiscal Year Ended March 31, 2026 March 31, 2025 Vesting of restricted stock units $ 200,000 $ 218,750 Vesting of stock options 78,547 196,484 Total Stock-Based Compensation $ 278,547 $ 415,234 F- 23 We review share-based compensation on a quarterly basis for changes to the estimate of expected award forfeitures based on actual forfeiture experience. The cumulative effect of adjusting the forfeiture rate for all expense amortization is recognized in the period the forfeiture estimate is changed. The effect of forfeiture adjustments for the fiscal year ended March 31, 2026 was insignificant. 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, 2026, there was no unrecognized compensation cost related to share-based payments. 5. RELATED PARTY TRANSACTIONS DUE TO RELATED PARTIES For the fiscal year ended March 31, 2026 we accrued unpaid fees of $ 68,250 owed to our non-employee directors. 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 Amounts due to related parties were comprised of the following items: Schedule of amounts due to related parties March 31, 2026 March 31, 2025 Accrued Board fees $ 68,250 $ 68,250 Accrued vacation to all employees – 165,029 Accrued separation expenses – 346,286 Total due to related parties $ 68,250 $ 579,565 6. OTHER CURRENT LIABILITIES Other current liabilities were comprised of the following items: Schedule of other current liabilities March 31, 2026 March 31, 2025 D&O insurance premium financing (See Note 8) $ 178,098 $ 178,206 Accrued professional fees 220,809 247,631 Accrued G&A 212,083 – Accrued resale registration 46,327 46,327 Total other current liabilities $ 657,317 $ 472,164 F- 24 7. INCOME TAXES 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 Domestic $ ( 6,347,160 ) $ ( 12,416,477 ) Foreign ( 804,309 ) ( 971,612 ) 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. The 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 YEAR ENDED MARCH 31, 2026 2025 Deferred tax assets: Net operating loss carryforwards (1) $ 29,682,000 $ 30,022,000 Capitalized research and development costs 1,087,000 519,000 Research and development tax credits 3,442,000 3,442,000 Stock compensation 2,438,000 415,000 Gross deferred tax assets 36,649,000 34,398,000 Total deferred tax liabilities – – Net deferred tax assets 36,649,000 34,398,000 Valuation allowance for deferred tax assets ( 36,649,000 ) ( 34,398,000 ) Net deferred tax assets $ – $ – ______________ (1) 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 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. F- 25 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 Amount Rate Rate Federal statutory income tax benefit $ ( 1,502,000 ) 21.0 % State taxes, net of federal benefit ( 499,000 ) 6.9 % Federal return-to-provision adjustments 628,000 ( 8.7 % ) State return-to-provision adjustments 382,000 ( 5.3 % ) Expiration of net operating loss carryforwards 271,000 ( 3.8 % ) Non-deductible items 1,000 ( 0.01 % ) Change in valuation allowance 719,000 ( 9.9 % ) Effective income tax rate $ – 0.0 % 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 year. ASC 740, “Income Taxes”, clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements, and prescribes recognition thresholds and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. During the years ended March 31, 2026 and 2025, we did not recognize any interest or penalties relating to tax matters. At and for the years ended March 31, 2026 and 2025, management does not believe the Company has any uncertain tax positions. 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. F- 26 8. COMMITMENTS AND CONTINGENCIES CONTRACTUAL OBLIGATIONS AND COMMITMENTS 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 $ 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 with a remaining term of 12 months. The weighted average discount rate is 4.25 %. 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 Fiscal Years Ended March 31, 2027 343,353 Total minimum lease payments 343,353 Less amount representing imputed interest ( 6,635 ) Present value of minimum lease payments $ 336,718 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 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. F- 27 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. Claims and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages, fines, penalties or injunctions prohibiting us from selling one or more 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. 9. SEGMENT REPORTING The Company operates as a single operating and reportable segment, which reflects the manner in which the Chief Operating Decision Maker (CODM), the Company’s Chief Executive Officer, manages the business and allocates resources. The Company is a development-stage medical technology company focused on advancing a clinical-stage therapeutic device, with key operational decisions based on cash availability, development milestones, and return on investment associated with future manufacturing and commercialization opportunities. Although the Company has no commercial revenue, the CODM regularly reviews certain expense categories and cash flow metrics to assess progress and allocate resources. The primary internal measure of performance used by the CODM is cash used in operating activities, rather than traditional profit or loss measures. In accordance with ASU 2023-07, which the Company adopted for the year ended March 31, 2025, the following significant expense categories and internal performance measures were reviewed by the CODM during the fiscal year ended March 31, 2026 and March 31, 2025: Schedule of significant expense categories Category Year Ended March 31, 2026 Year Ended March 31, 2025 Research and development 1 $ 1,912,000 $ 2,212,000 General and administrative 2 $ 2,696,000 $ 3,243,000 Cash used in operating activities 3 $ 6,998,000 $ 7,646,000 1 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. 2 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. 3 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. F- 28 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: · 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. 10. SUBSEQUENT EVENTS ATM Sales Subsequent 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 program. Australian 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 four hours. 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. RSU Grants 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. F- 29