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AETHLON MEDICAL INC

For the period ended Sep 30, 2026. Filed Nov 12, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 12, 2026

AEMD$5.58+0.9%Stored close · as of Nov 12, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-13.

0001683168-26-006347

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-12.

0001683168-26-008623

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 34 previous paragraphs and 52 current paragraphs.

14 unchanged; 11 reworded; 25 added; 9 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (25)

Current report

During the first fiscal quarter of 2027, our manuscript describing extracellular vesicle characteristics in plasma samples from individuals with Long COVID was accepted for publication in theInternational Journal of Molecular Sciences. The research was conducted in collaboration with the University of California, San Francisco Long COVID Clinic and examined potential applications of the Hemopurifier platform.

Current report

On September 17, 2026, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with North Immunology, Inc. (“North Immunology”) and two wholly owned subsidiaries of the Company, pursuant to which the parties agreed to effect a two-step merger transaction (the “Merger”). Upon completion of the proposed Merger, the combined company is expected to operate under the name North Immunology, Inc. and focus on advancing North Immunology’s development pipeline, including its lead product candidate, NOR-101. The Merger is currently expected to close in the first calendar quarter of 2027, subject to required stockholder approvals, completion of the contemplated financing, effectiveness of the applicable registration statement, approval of the combined company’s Nasdaq listing application and satisfaction of other closing conditions. There can be no assurance that the proposed transaction will be completed on the anticipated terms or within the anticipated timeframe, or at all.

Current report

In anticipation of the Merger, we began reducing our operating expenditures and implemented workforce reductions near the end of the second fiscal quarter. We have retained key personnel necessary to maintain corporate and regulatory compliance and manage our ongoing Australian oncology clinical trial. We continue to evaluate our operating costs and requirements as we operate under this reduced staffing structure while the proposed merger remains pending. If the Merger is completed, certain activities associated with our legacy Hemopurifier business are expected to be wound down, with potential future proceeds from the monetization of the legacy business allocated to holders of contingent value rights.

Current report

Consolidated operating expenses for the three months ended September 30, 2026 were approximately $2,675,000 compared to approximately $1,510,000 for the three months ended September 30, 2025 an increase of approximately $1,165,000, or 77.2%. The increase was primarily attributable to higher professional fees associated with the proposed merger and the lack of recognition of a research and development tax credit in the current period due to timing, which resulted in higher general and administrative expenses in the current-year period compared to the prior-year period.

Current report

General and administrative expenses increased by approximately $161,000 for the three months ended September 30, 2026, compared to the prior-year period. The increase was primarily attributable to the timing of the Australian research and development tax credit, which had not been recognized in the current-year period, partially offset by lower clinical trial costs due to the timing of patient treatments. There can be no assurance that we will receive the tax credit in the current fiscal year.

Current report

Payroll-related expenses increased by approximately $71,000 for the three months ended September 30, 2026, compared to the prior-year period, primarily due to severance costs associated with workforce reductions implemented near the end of the quarter in anticipation of the potential transition of the Company’s operations in connection with the proposed Merger with North Immunology, as well as compensation costs for an employee who was on unpaid leave during the prior-year period but received compensation during the current-year period. These increases were partially offset by lower stock-based compensation expense. The Company remained operational at quarter-end and retained personnel necessary to continue its ongoing Australian oncology clinical trial. The proposed merger has not been completed and remains subject to applicable closing conditions.

Current report

SIX MONTHS ENDED SEPTEMBER 30, 2026 COMPARED TO THE SIX MONTHS ENDED SEPTEMBER 30, 2025

Current report

Consolidated operating expenses for the six months ended September 30, 2026 were approximately $4,254,000, compared to approximately $3,302,000 for the six months ended September 30, 2025. This increase of approximately $952,000, or approximately 29%, in the 2026 period was due primarily to increases in professional fees of approximately $790,000, general and administrative expenses of approximately $88,000 and payroll and related expenses of approximately $74,000.

Current report

The $790,000 increase in professional fees and related expenses was primarily attributable to approximately $703,000 in legal and transaction-related expenses and an approximately $150,000 increase in investor relations expenses associated with the annual stockholder meeting. These increases were partially offset by approximately $42,000 in lower accounting fees due to fewer filings requiring audit consent procedures by our predecessor and current independent registered public accounting firms during the current-year period, as well as lower other professional fees.

Current report

General and administrative expenses increased by approximately $88,000 for the six months ended September 30, 2026, primarily due to the timing of recognition of the Australian research and development tax incentive, which contributed approximately $218,000 to the prior-year period but had not been recognized in the current-year period, and higher insurance costs of approximately $25,000. These increases were partially offset by lower clinical trial expenses in Australia of approximately $116,000, a decrease of approximately $32,000 related to a nonrefundable deposit for an external mobile cleanroom recorded in the prior-year period, and other net decreases in general and administrative expenses.

Current report

Payroll expenses increased by approximately $74,000, primarily due to severance costs associated with workforce reductions implemented near the end of the quarter in anticipation of the proposed merger, as well as compensation costs for an employee who was on unpaid leave during the prior-year period but received compensation during the current-year period. These increases were partially offset by lower stock-based compensation expense.

Current report

As a result of the changes in expenses noted above, our net loss increased from approximately $3,249,000 in the six months ended September 30, 2025, to $4,165,000 in the six months ended September 30, 2026.

Current report

In connection with the proposed Merger with North Immunology, we implemented workforce reductions and other cost-saving measures intended to reduce our operating expenditures. We believe that our existing cash resources will be sufficient to fund our current reduced operating plan for at least twelve months from the date the accompanying condensed consolidated financial statements are issued, including if the proposed merger is not consummated. This assessment is based on our current estimates of operating expenditures, remaining clinical trial costs and other anticipated obligations.

Current report

If the proposed Merger is consummated, we currently expect that the combined company will have sufficient financial resources to fund its operations for at least twelve months following the closing of the merger, based on the combined company’s anticipated operating plan.

Current report

If the proposed Merger is not consummated, we expect to continue operating under our reduced operating plan, including completing our ongoing Australian oncology clinical trial. We would not incur certain transaction-related costs payable only upon consummation of the Merger, including anticipated severance obligations and an approximately $1.0 million success fee payable to our M&A advisor. Additional capital would be required to resume or expand clinical development activities beyond those currently contemplated, and there can be no assurance that additional financing would be available on acceptable terms, or at all.

Current report

We have approximately $500,000 of remaining capacity under our ATM program. However, our ability to raise additional capital through this program will depend on market conditions, our stock price and other factors, and there can be no assurance that we will be able to raise additional capital on acceptable terms or at all. If the proposed merger is not consummated, our ability to access the capital markets may be adversely affected.

Current report

NET CASH USED IN OPERATING ACTIVITIES. Net cash used in operating activities increased by approximately $259,000, from $3.4 million for the six months ended September 30, 2025 to $3.6 million for the six months ended September 30, 2026. The increase was primarily attributable to a $916,000 increase in net loss, as well as lower noncash adjustments for stock-based compensation of approximately $45,000 and depreciation and amortization of approximately $9,000. These increases in cash usage were partially offset by favorable changes in operating assets and liabilities, including a $119,000 decrease in prepaid expenses and other current assets and a $254,000 improvement in accounts payable and other current liabilities, as well as an approximately $7,000 increase in amortization of right-of-use operating lease assets. Additionally, the prior-year period included approximately $331,000 of cash used to reduce amounts due to related parties, whereas there was no comparable cash usage in the current period. Excluding this prior-year related-party cash outflow, the increase in cash used in operating activities would have been approximately $590,000, reflecting the higher net loss and other changes in operating activities described above.

Current report

NET CASH USED IN INVESTING ACTIVITIES. Net cash used in investing activities during the six months ended September 30, 2026 primarily consisted of capital expenditures for laboratory facility improvements and computer equipment.

Current report

Our material cash requirements primarily relate to costs associated with our ongoing Phase 1 oncology clinical trial in Australia and regulatory compliance. We began reducing operating expenditures through workforce reductions implemented near the end of the second fiscal quarter, while retaining key personnel necessary to support the clinical trial and maintain corporate and regulatory compliance. Our current reduced operating plan does not include additional research and development activities beyond those necessary to complete the ongoing trial.

Current report

In addition, our leases for our headquarters, laboratory and manufacturing facilities all expire in March 2027. We do not intend to renew these leases upon expiration and, if the proposed merger is not consummated, expect to transition to a remote operating structure following their expiration.

Current report

If the proposed merger is not consummated, we believe that our existing cash resources will be sufficient to support our current reduced operating plan for at least twelve months from the date these condensed consolidated financial statements are issued. This assessment reflects our current staffing levels and anticipated operating expenditures, as well as the fact that we would not incur certain transaction-related costs, including anticipated severance obligations and an approximately $1.0 million cash success fee to our M&A advisors associated with the proposed merger. We expect to complete our ongoing clinical trial following completion of the remaining clinical activities. Following completion of the trial, we would evaluate our future development strategy, including whether to seek additional financing to advance the Hemopurifier’s clinical development or engage with the FDA regarding the potential requirements for a further clinical trial in support of a potential Premarket Approval (PMA) application. Any such activities would require additional capital.

Current report

We have approximately $500,000 of remaining capacity under our ATM offering program. Our ability to access this remaining capacity will depend on market conditions, our stock price and other factors. If the proposed merger is not consummated, our ability to obtain additional financing may be adversely affected. Additional financing may be sought through equity offerings, debt financings, strategic collaborations or other financing arrangements. There can be no assurance that additional financing will be available on acceptable terms, or at all.
Removed paragraphs (9)

Previous report

Aethlon Medical, Inc. is a clinical-stage medical therapeutic company focused on developing the Hemopurifier®, an investigational immunotherapeutic device for the treatment of oncology, life-threatening viral infections and other disease states where extracellular vesicles are believed to contribute to disease progression.

Previous report

We also treated the first participant in Cohort 3, and enrollment in the study continues across our three clinical sites in Australia. In addition, our manuscript describing extracellular vesicle characteristics in patients with Long COVID was accepted for publication in theInternational Journal of Molecular Sciences. To support our ongoing clinical development activities, we continued to access capital through our At-the-MarketATM offering program.

Previous report

Consolidated operating expenses for the three months ended June 30, 2026 were $1,579,202 compared to $1,792,390 for the three months ended June 30, 2025. This decrease of $213,189, or 11.9%, primarily reflected lower professional fees and general and administrative expenses.

Previous report

General and administrative expenses decreased by $72,907 for the three months ended June 30, 2026, compared to the prior-year period. The decrease primarily reflected lower clinical trial expenses resulting from the timing of trial participant treatment activities between the current-year and prior-year periods, as well as lower costs associated with our preclinical research activities. These decreases were partially offset by normal fluctuations in other general and administrative expenses.

Previous report

NET CASH USED IN OPERATING ACTIVITIES. Net cash used in operating activities was approximately $1.9 million for the three months ended June 30, 2026, compared to approximately $1.7 million for the same period in 2025. The greater use of cash in operating activities was primarily attributable to unfavorable changes in working capital, principally a larger reduction in accounts payable and other current liabilities than in the prior-year period. This increase in cash used was partially offset by a lower net loss, lower cash used for prepaid expenses and other current assets, and the absence of payments to related parties made during the prior-year period.

Previous report

NET CASH USED IN INVESTING ACTIVITIES. Capital expenditures during the three months ended June 30, 2026 consisted of the purchase and installation of an HVAC system for our laboratory facility at a cost of approximately $9,000.

Previous report

We expect to continue to incur expenditures related to our ongoing Phase 1 oncology clinical trial in Australia, including costs associated with clinical trial activities, manufacturing of Hemopurifier devices and related research and development activities.

Previous report

In addition, we maintain leases for our headquarters, laboratory and manufacturing facilities, all of which expire in March 2027. We are evaluating our future facility requirements, including whether to renew or modify certain lease arrangements as we continue to assess our operational needs.

Previous report

Although we believe that our cash and cash equivalents as of June 30, 2026, together with the proceeds received from sales of common stock subsequent to quarter end, will be sufficient to fund our planned operations for at least twelve months from the date of issuance of these condensed consolidated financial statements, we expect to require additional capital to continue advancing the clinical development of the Hemopurifier beyond that period. Additional financing may be sought through equity offerings, debt financings, strategic collaborations or other financing arrangements. There can be no assurance that such financing will be available on acceptable terms, or at all.
Reworded paragraphs (11)

Previous wording

Our primary focus remains advancing the Phase 1 oncology clinical trial in Australia. Following the completion of the first two treatment cohorts, preliminary observations demonstrated generally consistent directional changes across multiple biomarkers associated with tumor-derived extracellular vesicles, immune function and response to immunotherapy. While these findings remain preliminary and await formal statistical analysis following completion of the study, they support the continued evaluation of the Hemopurifier in the ongoing trial.

Current wording

Our clinical development efforts have focused on advancing our Phase 1 oncology clinical trial in Australia. Following completion of the first two treatment cohorts, preliminary observations demonstrated generally consistent directional changes across multiple biomarkers associated with tumor-derived extracellular vesicles, immune function and response to immunotherapy. These observations remain preliminary and are subject to further analysis following completion of the study; they should not be interpreted as demonstrating clinical efficacy. During the first fiscal quarter of 2027, we initiated Cohort 3 and treated the first participant in this cohort. During the second fiscal quarter of 2027, we treated a second participant in Cohort 3. As of September 30, 2026, the trial remained ongoing across our three clinical sites in Australia, and we continued efforts to complete the study.

Previous wording

Professional fees decreased by $142,463 for the three months ended June 30, 2026, compared to the prior-year period. The decrease was primarily attributable to lower investor relations expenses resulting from costs incurred in the prior-year period in connection with a special meeting of stockholders that did not recur in the current-year period, together with lower accounting fees due to fewer filings requiring audit consent procedures by our predecessor and current independent registered public accounting firms during the current-year period.

Current wording

Professional fees increased by approximately $933,000 for the three months ended September 30, 2026, compared to the prior-year period. The increase was primarily attributable to higher legal fees and transaction-related expenses associated with the proposed merger, including fees for a fairness opinion, as well as higher investor relations fees. These increases were partially offset by lower accounting fees due to fewer filings requiring audit consent procedures by our predecessor and current independent registered public accounting firms during the current-year period.

Previous wording

We recorded other income of $31,290 for the three months ended June 30, 2026 compared to other income of $30,532 for the three months ended June 30, 2025. Other income in both periods was primarily interest income.

Current wording

We recorded other income of approximately $58,000 for the three months ended September 30, 2026 compared to other income of approximately $23,000 for the three months ended September 30, 2025. Other income in both periods was primarily interest income.

Previous wording

As a result of the factors noted above, our net loss decreased to $1,547,912 in the three months ended June 30, 2026 from $1,761,858 in the three months ended June 30, 2025.

Current wording

As a result of the factors noted above, our net loss increased to approximately $2,618,000 in the three months ended September 30, 2026 from $1,487,000 in the three months ended September 30, 2025.

Previous wording

Basic and diluted loss attributable to common stockholders was ($4.05) for the three months ended June 30, 2026, compared to ($4.24) for the three-month period ended June 30, 2025.

Current wording

Basic and diluted loss attributable to common stockholders was ($2.60) for the three months ended September 30, 2026, compared to ($18.70) for the three-month period ended September 30, 2025.

Previous wording

As of June 30, 2026, we had a cash balance of $4,933,579 and working capital of $4,574,872. This compares to a cash balance of $5,026,458 and working capital of $4,122,702 at March 31, 2026.

Current wording

As of September 30, 2026, we had a cash balance of $6,486,639 and working capital of $5,582,635. This compares to a cash balance of $5,026,458 and working capital of $4,122,702 at March 31, 2026.

Previous wording

We believe that our cash and cash equivalents as of June 30, 2026, together with the proceeds received from sales of our common stock under our S-1 registration statement ATM program subsequent to June 30, 2026, will be sufficient to fund our planned operations for at least twelve months from the date these condensed consolidated financial statements are issued.

Current wording

We believe that our cash and cash equivalents as of September 30, 2026 will be sufficient to fund our operations for at least twelve months from the date these condensed consolidated financial statements are issued, based on our current assessment of anticipated operating expenditures and the potential outcomes of the proposed merger.

Previous wording

Although we believe our current cash resources, together with proceeds received subsequent to June 30, 2026, are sufficient to fund our planned operations for at least the next twelve months, we will likely require additional capital in the future to continue advancing the clinical development of the Hemopurifier beyond that period. The timing and amount of future capital requirements will depend on numerous factors, including the progress of our clinical and preclinical development programs, regulatory activities, manufacturing requirements, and other operating expenditures.

Current wording

Although we believe our current resources will be sufficient to support our current reduced operating plan for at least twelve months if the proposed merger is not consummated, additional capital will be required to resume or expand our research and development activities and continue advancing the clinical development of the Hemopurifier beyond our currently contemplated activities. The timing and amount of future capital requirements will depend on numerous factors, including the outcome of the proposed merger, the progress of our clinical development programs, regulatory activities, manufacturing requirements and other operating expenditures.

Previous wording

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES. Net cash provided by financing activities was approximately $1.8 million for the three months ended June 30, 2026, compared to net cash used in financing activities of approximately $5,000 for the same period in 2025. The increase was primarily attributable to net proceeds from sales of common stock under our ATM offering program, partially offset by offering costs associated with those sales, including deferred offering costs incurred in connection with future equity issuances. Financing activities during the current-year period also included tax withholding payments related to the net share settlement of restricted stock units.

Current wording

NET CASH PROVIDED BY FINANCING ACTIVITIES. Net cash provided by financing activities was approximately $5.1 million for the six months ended September 30, 2026, compared to approximately $3.7 million for the same period in 2025. The increase was primarily attributable to net proceeds from sales of common stock under the Company’s ATM offering program during the first fiscal quarter of 2027, as well as proceeds from the registered best-efforts public offering completed on July 7, 2026. The July offering of shares of common stock, pre-funded warrants to purchase shares of common stock and accompanying common warrants to purchase shares of common stock. In addition, the Company issued placement agent warrants to purchase shares of common stock. The offering generated gross proceeds of approximately $4.0 million, before deducting placement agent fees and other offering expenses. All pre-funded warrants have subsequently been exercised. These financing proceeds were partially offset by offering costs associated with equity issuances, including deferred offering costs, and tax withholding payments related to the net share settlement of restricted stock units and repayments of $132,571 related to Company’s directors and officers insurance premium financing.

Previous wording

Our future capital requirements will depend on numerous factors, including the progress and results of our clinical development programs, the costs of manufacturing Hemopurifier devices, regulatory activities, the protection of our intellectual property, and our ability to establish strategic collaborations or obtain additional financing.

Current wording

Our future capital requirements will depend on the outcome of the proposed merger, the results of our ongoing clinical trial, regulatory activities, the protection of our intellectual property and our ability to obtain additional financing or establish strategic collaborations. If the proposed merger is consummated, we expect the combined company to have sufficient financial resources to fund its operations for at least twelve months following the closing of the merger, based on its anticipated operating plan.

Previous wording

Our critical accounting policies and estimates are described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026. There have been no material changes to those critical accounting policies and estimates during the three months ended June 30, 2026.

Current wording

Our critical accounting policies and estimates are described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026. There have been no material changes to those critical accounting policies and estimates during the six months ended September 30, 2026.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

We recorded other income of approximately $89,000 for the six months ended September 30, 2026 compared to other income of approximately $53,000 for the six months ended September 30, 2025. Other income in both periods was primarily interest income.

Current report — wording carried from elsewhere

Basic and diluted loss attributable to common stockholders was ($5.97) for the six months ended September 30, 2026, compared to ($53.27) for the six-month period ended September 30, 2025.