AETHLON MEDICAL, INC. (NASDAQ:AEMD) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01.Entry into a Material Definitive
Agreement.

On March 22, 2017, Aethlon Medical,Inc. (the
Company) entered into a Securities Purchase
Agreement (the Purchase Agreement) with certain
institutional investors (the Investors) for the
sale by the Company of 575,000 shares (the Common
Shares) of the Companys common stock, par value $0.001
per share (the Common Stock), at a purchase
price of $3.50 per share, in a registered direct offering.
Concurrently with the sale of the Common Shares, to the Purchase
Agreement, the Company also sold in a private placement warrants
to purchase 575,000 shares of Common Stock (the
Warrants). The aggregate gross proceeds for the
sale of the Common Shares and Warrants will be approximately $2
million. Subject to certain ownership limitations, the Warrants
will be initially exercisable commencing six months from the
issuance date at an exercise price equal to $3.95 per share of
Common Stock, subject to adjustments as provided under the terms
of the Warrants. The Warrants will be exercisable for five years
from the initial exercise date. The closing of the sales of these
securities under the Purchase Agreement is expected to occur on
or about March 24, 2017.

The net proceeds to the Company from the transactions, after
deducting the placement agents fees and expenses (not including
the Wainwright Warrants, as defined below), the Companys
estimated offering expenses, and excluding the proceeds, if any,
from the exercise of the Warrants, are expected to be
approximately $1.85 million. The Company intends to use the net
proceeds from the transactions for general corporate purposes.

The Common Shares (but not the Warrants or shares issuable upon
exercise of the Warrant) were offered and will be sold by the
Company to an effective shelf registration statement on FormS-3,
which was filed with the Securities and Exchange Commission (the
SEC) on May5, 2016 and subsequently declared
effective on May 12, 2016 (File No.333-211151) (the
Registration Statement), and the base prospectus
dated as of May 12, 2016 contained therein. The Company will file
a prospectus supplement and the accompanying prospectus with the
SEC in connection with the sale of the Common Shares.

We have also reduced the dollar amount of our current at the
market offering to $9,532,294 as a result of this offering and
prior sales under the at the market offering.

The purchase agreement also contemplates the exchange of 264,000
warrants issued to the purchasers thereunder in December 2014 for
198,00 shares of Company common stock. Further, in exchange for
certain waivers given by the purchasers and certain other
investors in a private placement of the Company in June 2015, the
warrants issued in such private placement will be amended to (i)
reduce the exercise price to $3.95 per share, (ii) make the
warrants non-exercisable for a period of six months from the date
of amendment, and (iii) extend the term of those warrants by six
months.

The Warrants and the shares issuable upon exercise of the
Warrants are being sold and issued without registration under the
Securities Act of 1933 (the Securities Act) in
reliance on the exemptions provided by Section4(a)(2)of the
Securities Act as transactions not involving a public offering
and Rule506 promulgated under the Securities Act as sales to
accredited investors, and in reliance on similar exemptions under
applicable state laws.

The representations, warranties and covenants contained in the
Purchase Agreement were made solely for the benefit of the
parties to the Purchase Agreement. In addition, such
representations, warranties and covenants (i)are intended as a
way of allocating the risk between the parties to the Purchase
Agreement and not as statements of fact, and (ii)may apply
standards of materiality in a way that is different from what may
be viewed as material by stockholders of, or other investors in,
the Company. Accordingly, the Purchase Agreement is included with
this filing only to provide investors with information regarding
the terms of transaction, and not to provide investors with any
other factual information regarding the Company. Stockholders
should not rely on the representations, warranties and covenants
or any descriptions thereof as characterizations of the actual
state of facts or condition of the Company or any of its
subsidiaries or affiliates. Moreover, information concerning the
subject matter of the representations and warranties may change
after the date of the Purchase Agreement, which subsequent
information may or may not be fully reflected in public
disclosures.

The Company also entered into an engagement letter (the
Engagement Letter) with Rodman Renshaw, a unit
of H.C. Wainwright Co., LLC (Rodman), to which
Rodman agreed to serve as exclusive placement agent for the
issuance and sale of the Common Shares and Warrants. The Company
has agreed to pay Rodman an aggregate fee equal to 6% of the
gross proceeds received by the Company from the sale of the
securities in the transactions. to the Engagement Letter, the
Company also agreed to grant to Rodman or its designees warrants
to purchase up to 3% of the aggregate number of shares sold in
the transaction (the Rodman Warrants). The
Engagement Letter has a nine month tail and right of first offer
periods, indemnity and other customary provisions for
transactions of this nature. The Rodman Warrants have
substantially the same terms as the Warrants, except that the
exercise price is 125% of $3.50. The Rodman Warrants and the
shares issuable upon exercise of the Rodman Warrants will be
issued in reliance on the exemption from registration provided by
Section4(a)(2)of the Securities Act as transactions not involving
a public offering and in reliance on similar exemptions under
applicable state laws. The Company will also pay Rodman a
reimbursement for non-accountable expenses in the amount of
$50,000.

The forms of the Purchase Agreement and the Warrant, as well as
the Engagement Letter are filed as Exhibits 10.1, 4.1 and 10.2,
respectively, to this Current Report on Form8-K. The foregoing
summaries of the terms of these documents are subject to, and
qualified in their entirety by, such documents, which are
incorporated herein by reference.

Item 3.02.Unregistered Sales of Equity
Securities.

The information contained above in Item 1.01 Entry Into a
Material Definitive Agreement related to the Warrants and the
Rodman Warrants is incorporated herein by reference.

Item 9.01.Financial Statements and
Exhibits.

About AETHLON MEDICAL, INC. (NASDAQ:AEMD)

Aethlon Medical, Inc. is a medical device company focused on creating devices for cancer, infectious disease and other life-threatening conditions. The Company operates through two segments: Aethlon, which represents its therapeutic business activities, and ESI, which represents its diagnostic business activities. The Company’s lead product is the Aethlon Hemopurifier, which is a device that selectively targets the elimination of circulating viruses and tumor-secreted exosomes that promote cancer progression. The Aethlon Hemopurifier sheds glycoproteins to treat infectious viral pathogens. In oncology indications, the Hemopurifier targets the removal of circulating exosomes, which are released to promote cancer progression and to seed the spread of metastasis. Through its subsidiary, Exosome Sciences, Inc. (Exosome), the Company is also developing exosome-based product candidates to diagnose and monitor neurological disorders and cancer.

AETHLON MEDICAL, INC. (NASDAQ:AEMD) Recent Trading Information

AETHLON MEDICAL, INC. (NASDAQ:AEMD) closed its last trading session down -0.10 at 3.90 with shares trading hands.