UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 21, 2008
AETHLON MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 13-3632859
(State or other jurisdiction (IRS Employer
of incorporation) Identification Number)
000-21846
(Commission File Number)
3030 Bunker Hill Street, Suite 4000 92109
San Diego, California (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (858) 459-7800
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
FORWARD-LOOKING STATEMENTS
This Form 8-K and other reports filed by Aethlon Medical, Inc., a
Nevada corporation ("Registrant" or the "Company"), from time to time with the
Securities and Exchange Commission (collectively the "Filings") contain or may
contain forward-looking statements and information that are based upon beliefs
of, and information currently available to, Registrant's management as well as
estimates and assumptions made by Registrant's management. When used in the
Filings the words "anticipate," "believe," "estimate," "expect," "future,"
"intend," "plan" or the negative of these terms and similar expressions as they
relate to Registrant or Registrant's management identify forward-looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to Registrant's industry, Registrant's operations and results
of operations and any businesses that may be acquired by Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.
Although Registrant believes that the expectations reflected in the
forward-looking statements are reasonable, Registrant cannot guarantee future
results, levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, Registrant
does not intend to update any of the forward-looking statements to conform these
statements to actual results.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On December 15, 2008, the Company entered into an agreement with James
A. Joyce, the Company's Chairman, President, Chief Executive Officer, Chief
Financial Officer and Secretary, pursuant to which the Company granted Mr. Joyce
a non-statutory stock option to acquire an aggregate of 2,000,000 shares of the
Company's common stock at an exercise price of $0.25 per share. The exercise
price was set based on the closing price of the Company's common stock on
November 13, 2008, the date on which the Company's Board of Directors approved
the grant of the option. The option vested on December 15, 2008, the date of
grant, with respect to 1,000,000 shares, will vest as to 500,000 shares on
December 31, 2009 and will vest as to the remaining 500,000 shares on December
31, 2010. Unless terminated earlier in accordance with the agreement, the
option, to the extent unexercised, will expire on November 13, 2018.
On December 15, 2008, the Company entered into separate agreements with
Franklyn S. Barry and Edward G. Broenniman, two of the Company's non-employee
directors, pursuant to which the Company granted to each such director a
non-statutory stock option to acquire an aggregate of 500,000 shares of the
Company's common stock at an exercise price of $0.41 per share. The exercise
price was set based on the closing price of the Company's common stock on June
4, 2008, the date on which the Company's Board of Directors approved the grant
of each option. In the case of each grant, the option vested on December 15,
2008, the date of grant, with respect to 333,333 shares and will vest as to the
remaining 166,667 shares on June 4, 2009. Unless terminated earlier in
accordance with its respective agreement, each option, to the extent
unexercised, will expire on June 4, 2018.
In addition, on December 15, 2008, the Company entered into an
agreement with Richard H. Tullis, Vice President, Chief Science Officer and a
director of the Company, pursuant to which the Company granted to Mr. Tullis a
non-statutory stock option to acquire an aggregate of 750,000 shares of the
Company's common stock at an exercise price of $0.41 per share. The exercise
price was set based on the closing price of the Company's common stock on June
4, 2008, the date on which the Company's Board of Directors approved the grant
of the option. The option will vest as to 250,000 on June 4, 2009, 250,000
shares on June 4, 2010 and to the remaining 250,000 shares on June 4, 2011.
Unless terminated earlier in accordance with the agreement, the option, to the
extent unexercised, will expire on June 4, 2018.
The foregoing description of the options granted to Mr. Joyce, Mr.
Barry, Mr. Broenniman and Mr. Tullis does not purport to be complete and is
qualified in its entirety by their respective Stock Option Agreements, attached
hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, each of which is
incorporated herein by reference.
On November 21, 2008, Mr. Harold Handley was terminated from his
position as President of the Company. At this time, no replacement has been
made. Mr. Handley's primary role with the Company was regulatory oversight. The
Company plans to utilize consulting firms specializing in regulatory matters for
the near future.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
10.1 Stock Option Agreement of James A. Joyce
10.2 Stock Option Agreement of Franklyn S. Barry
10.3 Stock Option Agreement of Edward G. Broenniman
10.4 Stock Option Agreement of Richard H. Tullis
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AETHLON MEDICAL, INC.
By: /s/ James A. Joyce
--------------------------------
James A. Joyce
Dated: December 19, 2008 Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.1 Stock Option Agreement of James A. Joyce
10.2 Stock Option Agreement of Franklyn S. Barry
10.3 Stock Option Agreement of Edward G. Broenniman
10.4 Stock Option Agreement of Richard H. Tullis