UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 2, 2019

 

Aethlon Medical, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   001-37487   13-3632859
(State or other jurisdiction   (Commission File Number)   (IRS Employer Identification No.)
of incorporation)        
   

9635 Granite Ridge Drive, Suite 100

San Diego, California

  92123
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 858-459-7800

 

Not applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock AEMD The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

     

 

 

Item 8.01 Other Events.

 

On October 3, 2019, Aethlon Medical, Inc. (the “Company”) announced that Nasdaq has granted the Company an extension of time to regain compliance with the exchange’s continued listing requirement of a minimum $2.5 million of stockholders’ equity.

 

This extension is conditional upon the Company completing a reverse stock split and trading at or above Nasdaq’s minimum $1.00 bid price requirement for a period of ten consecutive trading days on or before October 29, 2019. The Company is requesting stockholder approval of the reverse stock split at its Annual Meeting of Stockholders to be held on October 14, 2019 in order to meet this requirement.

 

If the minimum bid price requirement is met by October 29, 2019, then Nasdaq has allowed until the filing of the Company’s December 31, 2019 Report on Form 10-Q, to be filed no later than February 14, 2020, to evidence compliance with Nasdaq’s minimum stockholders’ equity threshold, subject to reporting to Nasdaq prior to that time on the Company’s fund raising progress.

 

Item 9.01 Financial Statements and Exhibits

 

(d)       Exhibits

 

Exhibit No. Description
   
99.1 Press Releases dated October 3, 2019.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  Aethlon Medical, Inc.
     
Dated: October 3, 2019 By:   /s/ James B. Frakes
     

James B. Frakes

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

Aethlon Medical Receives Extension from Nasdaq to Regain

Compliance with Continued Listing Requirements

 

SAN DIEGO (October 3, 2019) – Aethlon Medical, Inc. (Nasdaq: AEMD), a therapeutic technology company focused on unmet needs in global health, announced today that on October 2, 2019, Nasdaq granted Aethlon Medical an extension of time to regain compliance with the exchange’s continued listing requirement of a minimum $2.5 million of stockholders’ equity.

 

This extension is conditional upon Aethlon Medical completing a reverse stock split and trading at or above Nasdaq’s minimum $1.00 bid price requirement for a period of ten consecutive trading days on or before October 29, 2019. The Company is requesting stockholder approval of the reverse stock split at its Annual Meeting of Stockholders to be held on October 14, 2019 in order to meet this requirement.

 

If the minimum bid price requirement is met by October 29, 2019, then Nasdaq has allowed until the filing of Aethlon Medical’s December 31, 2019 Report on Form 10-Q, to be filed no later than February 14, 2020, to evidence compliance with Nasdaq’s minimum stockholders’ equity threshold, subject to reporting to Nasdaq prior to that time on Aethlon Medicals’ fund raising progress.

 

About Aethlon Medical, Inc.

 

Aethlon Medical, Inc. is focused on addressing unmet needs in global health. The Aethlon Hemopurifier® is a clinical-stage immunotherapeutic device designed to combat cancer and life-threatening viral infections. In cancer, the Hemopurifier® depletes the presence of circulating tumor-derived exosomes that promote immune suppression, seed the spread of metastasis and inhibit the benefit of leading cancer therapies. The Hemopurifier® is an FDA designated "Breakthrough Device" related to the treatment of individuals with advanced or metastatic cancer who are either unresponsive to or intolerant of standard of care therapy, and with cancer types in which exosomes have been shown to participate in the development or severity of the disease cancer. The Hemopurifier also holds a Breakthrough Device designation related to life-threatening viruses that are not addressed with approved therapies.

 

Additionally, Aethlon owns 80% of Exosome Sciences, Inc., which is focused on the discovery of exosomal biomarkers to diagnose and monitor cancer and neurological disease progression. Additional information can be found online at www.AethlonMedical.com and www.ExosomeSciences.com.

 

 

 

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Forward Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties. Statements containing words such as "may," "believe," "anticipate," "expect," "intend," "plan," "project," "will," "projections," "estimate," “potentially” or similar expressions constitute forward-looking statements. Such forward-looking statements are subject to significant risks and uncertainties and actual results may differ materially from the results anticipated in the forward-looking statements. Factors that may contribute to such differences include, without limitation, the Company's ability to successfully meet the minimum bid price and minimum stockholders’ equity requirements of the Nasdaq Capital Market, or any other national securities exchange, and other risks. The foregoing list of risks and uncertainties is illustrative, but is not exhaustive. Additional factors that could cause results to differ materially from those anticipated in forward-looking statements can be found under the caption "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended March 31, 2019, and in the Company's other filings with the Securities and Exchange Commission, including its quarterly Reports on Form 10-Q. Except as may be required by law, the Company does not intend, nor does it undertake any duty, to update this information to reflect future events or circumstances.

 

Company Contact:

Jim Frakes

Chief Financial Officer

Aethlon Medical, Inc.

858-459-7800 x3300

Jfrakes@aethlonmedical.com

 

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