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 December 30, 2016, Aethlon Medical, Inc. (Registrant or the
Company) entered into a securities purchase agreement (the
Securities Purchase Agreement) with two accredited investors
(collectively, the Holders), to which the Purchasers purchased an
aggregate of $680,400 principal amount of Notes (inclusive of due
diligence fee of $30,000 deemed paid as a subscription amount in
the form of a Note in the principal amount of $32,400) for an
aggregate cash subscription amount of $600,000 and (b) warrants
to purchase 127,575 shares of Common Stock (collectively, the
Warrants). The use of proceeds is for general working purposes
and to support the initiation of clinical programsrelated to
Chronic Traumatic Encephalopathy (CTE) and the invitro
validation of the Aethlon Hemopurifier to capture viruses from
the bloodof immune compromised intensive care patients.
The Notes bear interest at the rate of 10% per annum, and the
principal amount and all accrued and unpaid interest thereon is
convertible into shares of the Companys common stock at a $4.00
per share conversion price, which is subject to customary
adjustment provisions for stock splits, dividends,
recapitalizations and the like. The Notes mature on July 1, 2018
and are subject to customary and usual terms for events of
default and the like. Each Holder has contractually agreed to
restrict its ability to convert its Note such that the number of
shares of the Common Stock held by the Holder and its affiliates
after such exercise does not exceed 4.99% of the Companys then
issued and outstanding shares of Common Stock.
The Warrants issued to the Holders are exercisable for a period
of five years from the date of issuance at an exercise price of
$4.50, subject to adjustment. A Holder may exercise a Warrant by
paying the exercise price in cash or by exercising the Warrant on
a cashless basis. In the event a Holder exercises a Warrant on a
cashless basis, we will not receive any proceeds. The exercise
price of the Warrants is subject to customary adjustments
provision for stock splits, stock dividends, recapitalizations
and the like. Each Holder has contractually agreed to restrict
its ability to exercise its Warrant such that the number of
shares of the Common Stock held by the Holder and its affiliates
after such exercise does not exceed 4.99% of the Companys then
issued and outstanding shares of Common Stock.
The securities sold in the private placement were not registered
under the Securities Act, or the securities laws of any state,
and were offered and sold in reliance on the exemption from
registration afforded by Section 4(2) and Regulation D (Rule 506)
under the Securities Act and corresponding provisions of state
securities laws, which exempt transactions by an issuer not
involving any public offering. Each Purchaser is an accredited
investor as such term is defined in Regulation D promulgated
under the Securities Act. This current report shall not
constitute an offer to sell or the solicitation of an offer to
buy, nor shall such securities be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements and certificates evidencing such shares
contain a legend stating the same.
The foregoing description of the Securities Purchase Agreement,
the Notes and the Warrants does not purport to be complete and is
qualified in its entirety by the forms of agreements to be
attached to a prospective filing to the Securities Exchange Act
of 1934, as permitted by the rules promulgated thereunder.
Readers should review such documents for a complete understanding
of the terms and conditions associated with this transaction.
| ITEM 2.03 |
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT |
The information called for by this item is contained in Item
1.01, which is incorporated herein by reference.
| ITEM 3.02 | UNREGISTERED SALES OF EQUITY SECURITIES. |
The information called for by this item is contained in Item
1.01, which is incorporated herein by reference.
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 -0.04 at 4.20 with shares trading hands.
