SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AETHLON MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 13-3632859
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3030 Bunker Hill Street, Suite 4000
San Diego, California 92109
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(Address of principal executive offices) (Zip Code)
AMENDED AND RESTATED 2003 CONSULTANT STOCK PLAN
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(Full title of the plan)
James A. Joyce
3030 Bunker Hill Street, Suite 4000
San Diego, California 92109
(Name and address of agent for service)
(858) 458-7800
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
REGISTERED REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE(3)
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Common Stock 2,000,000 $0.745 $1,490,000 $45.74
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(1) Includes an indeterminate number of additional shares that may be issued to
adjust the number of shares issued pursuant to the Amended and Restated 2003
Consultant Stock Plan described herein as the result of any future stock split,
stock dividend or similar adjustment of the Registrant's outstanding common
stock.
(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating amount
of registration fee, based upon the average of the high and low prices reported
on August 8, 2007, as reported on the OTC Electronic Bulletin Board.
(3) Calculated pursuant to General Instruction E on Form S-8.
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of increasing the
number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective.
On March 29, 2004, Aethlon Medical, Inc., a Nevada corporation, filed a
Registration Statement (333-114017) in accordance with the requirements of Form
S-8 under the Securities Act of 1933, as amended, to register 1,000,000 shares
of its common stock which had been authorized and reserved for issuance under
the 2003 Consultant Stock Plan. An additional 2,000,000 shares of common stock
were registered pursuant to a Registration Statement on Form S-8 (333-127911)
filed with the Securities and Exchange Commission (the "Commission") on August
29, 2005. The contents of these Registration Statements are hereby incorporated
by reference into this Registration Statement.
This Registration Statement will register an additional 2,000,000 shares of
common stock to be included in the Aethlon Medical, Inc. Amended and Restated
2003 Consultant Stock Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference
into this Registration Statement:
(a) The Annual Report for the fiscal year ended March 31,
2007, filed by the Registrant with the Securities and Exchange Commission (the
"Commission") on Form 10KSB on July 13, 2007, which contains audited
consolidated financial statements for the most recent fiscal year for which such
statements have been filed.
(b) The quarterly report for the quarter ended June 30, 2007,
filed by the registrant with the Commission on Form 10-QSB on August 8, 2007.
(c) The description of the Registrant's common stock, which is
included in the Registration Statement on Form SB-2, file no. 333-130915, filed
with the Commission on January 9, 2006.
(d) In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Richardson & Patel LLP has given an opinion regarding certain legal
matters in connection with this offering of our securities. Both Richardson &
Patel LLP and its principals have accepted our common stock in exchange for
services rendered to us in the past and, although they are under no obligation
to do so, they may continue to accept our common stock for services rendered to
us. As of the date of this prospectus, Richardson & Patel LLP is the holder of a
warrant to purchase 225,000 shares of common stock, Nimish Patel, a principal of
Richardson & Patel LLP, is the holder of a warrant to purchase 418,635 shares of
common stock, and R&P Capital, an entity owned by affiliates of Richardson &
Patel LLP, is the holder of a warrant to purchase 113,636 shares of common
stock.
ITEM 8. EXHIBITS.
5. Opinion regarding legality
23.1 Consent of Squar, Milner, Peterson, Miranda & Williamson, LLP
23.2 Consent of Richardson & Patel LLP (included in Exhibit 5)
99.1 Amended and Restated 2003 Consultant Stock Plan
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in San Diego, California, on this 9th day of August, 2007.
AETHLON MEDICAL, INC.
A Nevada Corporation
/s/ James A. Joyce
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By: James A. Joyce
Its: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Dated: August 9, 2007 /s/ James A. Joyce
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James A. Joyce, Chairman
Dated: August 9, 2007 /s/ Franklyn S. Barry, Jr.
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Franklyn S. Barry, Jr., Director
Dated: August 9, 2007 /s/ Edward G. Broenniman
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Edward G. Broenniman, Director
Dated: August 9, 2007 /s/ Richard H. Tullis
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Richard H. Tullis, Director
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INDEX TO EXHIBITS
Exhibit Number Description
5. Opinion regarding legality
23.1 Consent of Squar, Milner, Peterson, Miranda & Williamson, LLP
23.2 Consent of Richardson & Patel LLP (included in Exhibit 5)
99.1 Amended and Restated 2003 Consultant Stock Plan
5