SC 13G: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on December 2, 2010
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
Information
to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c)
and
(d) and Amendments Thereto Filed Pursuant to Rule 13d-2
(AMENDMENT
NO.___ )*
Aethlon Medical, Inc.
(Name of
Issuer)
Common Stock, $0.001 par
value
(Title of
Class of Securities)
00808Y109
(CUSIP
Number)
November 22,
2010
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
¨ Rule 13d-1
(b)
x Rule 13d-1
(c)
¨ Rule 13d-1
(d)
* The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued
on following pages)
Page 1 of
7 Pages
|
CUSIP
No. 00808Y109
|
13G
|
Page
2 of 7 Pages
|
|
1
|
NAME OF REPORTING PERSON
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
|
|
|
Gemini
Master Fund, Ltd.
|
|
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
|
5
|
SOLE VOTING
POWER
0
|
|
REPORTING
PERSON
WITH
|
6
|
SHARED VOTING POWER
7,612,702
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
7,612,702
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7,612,702
|
|
10
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
9
9.75%
|
|
12
|
TYPE OF REPORTING
PERSON*
CO
|
*
SEE INSTRUCTIONS BEFORE FILLING OUT!
|
CUSIP
No. 00808Y109
|
13G
|
Page
3 of 7 Pages
|
|
1
|
NAME OF REPORTING PERSON
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
|
|
|
Gemini
Strategies, LLC
|
|
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
|
5
|
SOLE VOTING
POWER
0
|
|
REPORTING
PERSON
WITH
|
6
|
SHARED VOTING POWER
7,612,702
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
7,612,702
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7,612,702
|
|
10
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
9
9.75%
|
|
12
|
TYPE OF REPORTING
PERSON*
OO
|
*
SEE INSTRUCTIONS BEFORE FILLING OUT!
|
CUSIP
No. 00808Y109
|
13G
|
Page
4 of 7 Pages
|
|
1
|
NAME OF REPORTING PERSON
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
|
|
|
Steven
Winters
|
|
|
2
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
|
5
|
SOLE VOTING
POWER
0
|
|
REPORTING
PERSON
WITH
|
6
|
SHARED VOTING POWER
7,612,702
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
7,612,702
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7,612,702
|
|
10
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
9
9.75%
|
|
12
|
TYPE OF REPORTING
PERSON*
OO
|
*
SEE INSTRUCTIONS BEFORE FILLING OUT!
|
CUSIP
No. 00808Y109
|
13G
|
Page
5 of 7 Pages
|
|
Item
1(a).
|
Name
of Issuer:
|
Aethlon
Medical, Inc.
|
Item
1(b).
|
Address
of Issuer's Principal Executive
Offices:
|
8910
University Center Lane, Suite 660, San Diego, California 92122
|
Item
2(a).
|
Name
of Persons Filing:
|
Gemini
Master Fund, Ltd,
Gemini
Strategies, LLC
Steven
Winters
All of
the securities covered by this report are owned directly by Gemini Master Fund,
Ltd. Gemini Strategies, LLC is the investment manager of Gemini
Master Fund, Ltd., and Steven Winters is the sole managing member of Gemini
Strategies, LLC. As permitted by Rule 13d-4, the filing of this
statement shall not be construed as an admission that either Gemini Strategies,
LLC or Steven Winters is the beneficial owner of any of the securities covered
by this statement, and each of Gemini Strategies, LLC and Steven Winters
expressly disclaims any equitable or beneficial ownership of such
securities.
|
Item
2(b).
|
Address
of Principal Business Office or, if none,
Residence:
|
Address
for all filers: c/o Gemini Strategies, LLC 135 Liverpool Drive, Suite
C, Cardiff, CA 92007
|
Item
2(c).
|
Citizenship:
|
Gemini
Master Fund, Ltd. was organized under the laws of the
Cayman Islands.
Gemini
Strategies, LLC was formed under the laws of the State of Delaware
Steven
Winters is a United States citizen.
|
Item
2(d).
|
Title
of Class of Securities:
|
Common
Stock, $0.001 par value
|
Item
2(e).
|
CUSIP
Number:
|
00808Y109
|
Item
3.
|
If
this statement is filed pursuant to rule 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is
a:
|
Not
Applicable
|
CUSIP
No. 00808Y109
|
13G
|
Page
6 of 7 Pages
|
|
Item
4.
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Ownership:
|
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
|
|
(a)
|
Amount
Beneficially Owned: 7,612,702 shares as of November 22,
2010
|
The
Reporting Persons own a total of 7,612,702 shares of Common Stock,
including (i) 286,483 shares of Common Stock (“Conversion Shares”) held by
Gemini Master Fund, Ltd. (“Gemini”) issued to it on or about November 22, 2010;
(ii) 3,078,947 shares of Common Stock issuable upon conversion of $660,000 in
principal amount of the issuer’s Convertible Promissory Note (“Note”)
issued to Gemini on or about February 12, 2010 (without any interest
accrual and assuming a conversion price of $0.19); (iii) 2,727,272 shares of
Common Stock issuable upon exercise of a warrant issued to Gemini on or about
November 22, 2010; (iv) 200,000 shares of Common Stock issuable upon exercise of
a warrant issued to Gemini on or about August 13, 2007; (v) 660,000 shares of
Common Stock issuable upon exercise of a warrant issued to Gemini on or about
January 18, 2008; and (vi) 660,000 shares of Common Stock issuable upon exercise
of a warrant issued to Gemini on or about July 10, 2009. Although the
number of Conversion Shares may vary under the Note based on the conversion
price thereunder, the number of shares of Common Stock into which the Note is
convertible at any point in time is limited, pursuant to the terms of such
instrument, to that number of shares of Common Stock which would result in the
Reporting Persons having beneficial ownership of 9.9% of the total issued and
outstanding shares of Common Stock (the "Ownership Limitation"). The
Reporting Persons disclaim beneficial ownership of any and all shares of Common
Stock that would cause any Reporting Person's beneficial ownership to exceed the
Ownership Limitation.
|
|
(b)
|
Percent
of Class: 9.75%
|
Based
upon 70,476,081 shares of Common Stock outstanding as of November 15, 2010,
as reported in the Issuer’s most recent quarterly report on Form 10-Q filed on
November 15, 2010, plus the Conversion Shares, which were issued after such
date.
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
(i)
|
sole
power to vote or to direct the
vote: 0
|
|
(ii)
|
shared
power to vote or to direct the
vote: 7,612,702
|
|
(iii)
|
sole
power to dispose or to direct the disposition
of: 0
|
|
(iv)
|
shared
power to dispose or to direct the disposition
of: 7,612,702
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class:
|
If this
statement is being filed to report the fact that as of the date hereof the
Reporting Persons have ceased to be the beneficial owner of more than five
percent of the class of securities, check the following o.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
Not
Applicable
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company of Control
Person:
|
Not
Applicable
|
Item
8.
|
Identification
and Classification of Members of the
Group:
|
Not
Applicable
|
Item
9.
|
Notice
of Dissolution of Group:
|
Not
Applicable
|
CUSIP
No. 00808Y109
|
13G
|
Page
7 of 7 Pages
|
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Item
10.
|
Certification:
|
By
signing below the undersigned certify that, to the best of its/his knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After
reasonable inquiry and to the best of its/his knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
|
December
2, 2010
|
|||
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GEMINI
MASTER FUND, LTD.
|
|||
|
By:
|
GEMINI
STRATEGIES, LLC, as investment manager
|
||
|
By:
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/s/ Steven Winters
|
||
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Name:
Steven Winters
|
|||
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Title:
Managing Member
|
|||
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GEMINI
STRATEGIES, LLC
|
|||
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By:
|
/s/ Steven Winters
|
||
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Name:
Steven Winters
|
|||
|
Title:
Managing Member
|
|||
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/s/ Steven Winters
|
|||
|
Steven
Winters
|
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