Aethlon Medical Inc (AEMD)

[Theo]

FORM 8K Form 8-K for AETHLON MEDICAL INC

Would be over 1$ by now except for all these shares getting issued (dilution).

26-Nov-2014

Unregistered Sale of Equity Securities


ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On November 26, 2014, Aethlon Medical, Inc. (the "Registrant") authorized the issuance of an aggregate of 4,408,237 shares of Common Stock to 38 accredited investors upon the exercise of warrants previously issued to the investors by the Registrant with an exercise price of $0.22 per share.

On the same date, the Registrant also authorized the issuance of 496,034 shares of Common Stock to an accredited investor upon the exercise of warrants previously issued to the investor by the Registrant with an exercise price of $0.11 per share.

All of the above-referenced warrants were exercised on a cashless or "net" basis. Accordingly, the Registrant did not receive any proceeds from such exercise. The cashless exercise of such warrants resulted in the cancellation of previously issued warrants to purchase an aggregate of 10,012,621 shares of Common Stock.

The foregoing issuances were effected in reliance upon the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D thereunder as the recipients are accredited investors and the issuances did not involve any form of general solicitation or general advertising.

On November 25, 2014, the Registrant authorized the issuance of an aggregate of 10,714,285 shares of Common Stock to two accredited investors upon the conversion of an aggregate of $450,000 of unpaid principal and accrued interest due under promissory notes previously issued to the investors by the Registrant with a conversion price of $0.042 per share. These issuances were effected in reliance upon the exemption from registration set forth in Section 4(a)(2) of the Securities Act and Regulation D thereunder as the recipients are accredited investors and the issuances did not involve any form of general solicitation or general advertising.

On November 18, 2014, the Registrant issued an aggregate of 5,625,000 shares of Common Stock to two investors upon the conversion of an aggregate of $236,250 of unpaid principal and accrued interest due under a promissory note previously issued by the Registrant. The conversion price per share was $0.042. These issuances were effected in reliance upon the exemption from registration set forth in Section 4(a)(2) of the Securities Act as the recipients are existing holders of the Registrant's securities and the issuances did not involve any form of general solicitation or general advertising.