AETHLON MEDICAL INC

Please carefully consider the information set forth in this Quarterly Report and the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report for the fiscal year ended March 31, 2026. The risks described in our Annual Report, as well as other risks and uncertainties, could materially and adversely affect our business, results of operations, and financial condition, which in turn could materially and adversely affect the trading price of shares of our common stock. The occurrence of any of the risks discussed in such filings, or other events that we do not currently anticipate or that we currently deem immaterial, could harm our business, prospects, financial condition and results of operations. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Other than described below, there have been no material updates or changes to the risk factors previously disclosed in our Annual Report; provided, however, additional risks not currently known or currently material to us may also harm our business.

Risks Related to the Proposed Merger with North Immunology, Inc.

The proposed Merger with North Immunology is subject to numerous conditions and may not be completed on the anticipated terms or within the anticipated timeframe, or at all.

On September 17, 2026, we entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with North Immunology, Inc. (“North Immunology”), Nighthawk Merger Sub Corp. and Nighthawk Second Merger Sub, LLC, pursuant to which we agreed to effect a two-step merger transaction (the “Merger”). Completion of the Merger is subject to numerous conditions, including obtaining the requisite approvals of our stockholders and North Immunology’s stockholders, effectiveness of the registration statement on Form S-4, approval of the combined company’s initial listing application by Nasdaq, completion of North Immunology’s contemplated pre-closing financing and satisfaction of other conditions set forth in the Merger Agreement. There can be no assurance that these conditions will be satisfied or waived, or that the Merger will be completed on the anticipated terms or within the anticipated timeframe, or at all. If any of these conditions are not satisfied or waived, the Merger may be delayed or terminated. In addition, circumstances beyond our control, including regulatory developments, market conditions or changes affecting either party’s business, could prevent or delay completion of the Merger. Any delay or failure to complete the Merger could adversely affect our business, financial condition, results of operations and the trading price of our common stock.

If the Merger is not completed, our business, financial condition and operations could be materially adversely affected.

We have incurred, and expect to continue to incur, significant legal, accounting, financial advisory and other expenses in connection with the Merger, regardless of whether it is completed. In anticipation of the Merger, we have also implemented workforce reductions and reduced certain operating expenditures, while retaining personnel necessary to maintain corporate and regulatory compliance and support our ongoing Australian oncology clinical trial. If the Merger is not completed, we may face significant challenges in implementing an alternative business strategy, retaining personnel, obtaining additional financing and continuing the development of our Hemopurifier® technology. Although we currently expect our existing cash resources to be sufficient to support our reduced operating plan for at least twelve months from the date of issuance of the accompanying financial statements, additional capital would be required to resume or expand clinical development activities beyond those currently contemplated. There can be no assurance that such financing would be available on acceptable terms, or at all. The Merger Agreement also contains certain termination provisions that, under specified circumstances, could require us to pay a termination fee. In addition, the announcement and pendency of the Merger may create uncertainty among our employees, business partners and other stakeholders. If the Merger is not completed, these factors could materially adversely affect our business, financial condition, results of operations and the trading price of our common stock.

The Merger will result in substantial dilution of our existing stockholders and significant changes to our business, operations and capitalization.

If the Merger is completed, we will issue a substantial number of shares of our common stock to North Immunology’s stockholders and holders of securities issued in connection with its contemplated pre-closing financing. As a result, our existing stockholders will own a substantially smaller percentage of the combined company’s outstanding common stock following completion of the Merger and will experience significant dilution of their ownership and voting interests.

The number of shares to be issued in connection with the Merger will be determined pursuant to the exchange ratio provisions of the Merger Agreement, which take into account, among other factors, the parties’ respective valuations, our net cash at closing and North Immunology’s capitalization. Accordingly, the actual ownership percentages of the combined company’s stockholders may differ from current expectations. Following completion of the Merger, the combined company is expected to operate under the name North Immunology, Inc. and focus primarily on advancing North Immunology’s development pipeline, including NOR-101. Consequently, our existing stockholders will be subject to risks associated with North Immunology’s business, product candidates, clinical development activities, regulatory approvals and future financing requirements, which differ substantially from the risks associated with our current Hemopurifier business. There can be no assurance that the combined company will successfully develop or commercialize its product candidates or achieve its anticipated business objectives.

The contingent value rights expected to be issued in connection with the Merger may have little or no value, and holders may never receive any payments.

In connection with the Merger, eligible holders of our securities are expected to receive contingent value rights (“CVRs”) pursuant to a contingent value rights agreement to be entered into in connection with the closing. The CVRs are intended to provide holders with the right to receive certain contingent payments, if any, arising from the future monetization of our legacy Hemopurifier business and certain other amounts specified in the Merger Agreement and the CVR agreement. The amount, if any, payable under the CVRs will depend on numerous factors, including whether any sale, license, transfer or other monetization of the legacy business occurs, the proceeds generated by any such transaction, applicable expenses and deductions, and the terms of the CVR agreement. There can be no assurance that a monetization transaction will occur, that any such transaction will generate sufficient proceeds to result in payments to CVR holders or that any payments will be made within a particular timeframe. The CVRs will not represent an ownership interest in the legacy Hemopurifier business, and holders will have only the contractual rights provided under the CVR agreement. Accordingly, the CVRs may have little or no value, and holders may never receive any payments.

The Merger Agreement contains restrictions on our business activities while the Merger is pending, which could adversely affect our ability to pursue alternative transactions or business opportunities.

The Merger Agreement contains covenants that restrict certain aspects of our business and operations prior to completion of the Merger, including limitations on certain corporate actions and transactions without North Immunology’s consent, subject to specified exceptions. The Merger Agreement also contains restrictions on our ability to solicit or pursue certain alternative acquisition proposals. These restrictions could limit our ability to respond to changes in market conditions, pursue financing opportunities, enter into strategic transactions or otherwise take actions that we might consider beneficial to our business and stockholders if we were not subject to the Merger Agreement. In addition, the Merger Agreement contains provisions governing the circumstances under which the parties may terminate the transaction and the potential payment of termination fees. These provisions could discourage third parties from proposing alternative transactions or otherwise limit our strategic flexibility while the Merger remains pending. As a result, the pendency of the Merger could adversely affect our business and operations, even if the Merger is ultimately not completed.