UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

Amendment No. 1

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 7, 2023

AETHLON MEDICAL, INC.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (619) 941-0360

N/A

(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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

As previously reported by Aethlon Medical, Inc. (the “Company”) on a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2023 (the “Initial Form 8-K”), effective November 7, 2023 (the “Effective Date”), (i) James B. Frakes, Chief Financial Officer of the Company was appointed as Interim Chief Executive Officer of the Company, replacing Charles J. Fisher, Jr. M.D., and (ii) Guy F. Cipriani, formerly Senior Vice President and Chief Business Officer of the Company, was appointed as the Company’s Senior Vice President and Chief Operating Officer. Pursuant to Instruction 2 to Item 5.02 of Form 8-K, this Current Report on Form 8-K/A is being filed as an amendment to the Initial Form 8-K to provide information related to the compensation arrangements for Messrs. Frakes and Cipriani in connection with such appointments, which had not yet been determined at the time of the filing of the Initial Form 8-K.

In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the complete text of Item 5.02 of the Initial Form 8-K, as amended hereby, is set forth below.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

Departure of Charles J. Fisher, Jr., M.D. as Chief Executive Officer and Resignation of Guy F. Cipriani as Director

The information set forth in Item 5.02(c) below is incorporated by reference into this Item 5.02(b).

(c)

Appointment of James B. Frakes as Interim Chief Executive Officer and Guy F. Cipriani as Chief Operating Officer

Effective as of the Effective Date, Mr. Frakes, Chief Financial Officer of the Company, was appointed as (i) Interim Chief Executive Officer of the Company, replacing Dr. Fisher, and (ii) a member of the Board of Directors of the Company (the “Board”). Mr. Frakes will additionally remain as Chief Financial Officer of the Company. Effective as of the Effective Date, Guy F. Cipriani, formerly Senior Vice President and Chief Business Officer of the Company, (i) was appointed as the Company’s Senior Vice President and Chief Operating Officer and (ii) resigned from the Board.

The biographies of Mr. Frakes and Mr. Cipriani are incorporated herein by reference to the “Information About Our Board of Directors and Executive Officers” section of the Company’s definitive proxy statement on Schedule 14A, filed with the SEC on July 27, 2023 (the “Proxy Statement”).

On December 12, 2018, the Company entered into an executive employment agreement with Mr. Frakes (the “Frakes Employment Agreement”) that provided for an initial annual base salary of $260,000. Mr. Frakes’ annual base salary was increased by the Board to $360,000, effective January 1, 2023. In addition, the Frakes Employment Agreement provides that Mr. Frakes is eligible for an annual cash performance bonus for each year. Whether Mr. Frakes receives an annual bonus for any given year, and the amount of any such annual bonus, will be determined in the discretion of the Board (or the Compensation Committee thereof), based upon the Company’s and Mr. Frakes’ achievement of objectives and milestones to be determined on an annual basis by the Board (or Compensation Committee thereof). The Frakes Employment Agreement also provides that if Mr. Frakes’ employment is terminated without cause, or if he resigns for good reason (each as defined in the agreement), then Mr. Frakes’ will be entitled under the Frakes Employment Agreement to continue to receive his annual base salary and payment of premiums for continuation of healthcare benefits for a period of 12 months following such termination.

In connection with Mr. Frakes’ appointment as Interim Chief Executive Officer of the Company, on December 21, 2023, the Company entered into an amendment to the Frakes Employment Agreement with Mr. Frakes (the “Frakes Amendment”), which is effective as of the Effective Date, that provides for an annual base salary of $500,000, which may be reduced by the Board when the Company appoints a new Chief Executive Officer and Mr. Frakes is no longer serving as the Interim Chief Executive Officer. The Frakes Amendment also provides that while employed as Interim Chief Executive Officer, Mr. Frakes will be appointed to and serve as a director on the Board.

The description of Mr. Cipriani’s executive employment agreement (the “Cipriani Employment Agreement”) is incorporated herein by reference to the “Employment Contracts” section of the Proxy Statement.

In connection with Mr. Cipriani’s appointment as Senior Vice President and Chief Operating Officer of the Company, on December 20, 2023, the Company entered into an amendment to the Cipriani Employment Agreement with Mr. Cipriani (the “Cipriani Amendment”), which is effective as of the Effective Date, that provides for an annual base salary of $390,000.

There are no family relationships between either of Mr. Frakes and Mr. Cipriani and any other director or executive officer of the Company that requires disclosure under Item 401(d) of Regulation S-K. Other than with respect to the Frakes Employment Agreement, as amended by the Frakes Amendment, and the Cipriani Employment Agreement, as amended by the Cipriani Amendment, respectively, there are no transactions between either of Mr. Frakes and Mr. Cipriani or any member of their respective immediate families, on the one hand, and the Company or any of its subsidiaries, on the other hand, that requires disclosure under Item 404(a) of Regulation S-K. Furthermore, there are no arrangements or understandings between either of Mr. Frakes and Mr. Cipriani and any other person pursuant to which either Mr. Frakes or Mr. Cipriani was selected to their applicable roles with the Company.

The foregoing descriptions of each of the Frakes Amendment and the Cipriani Amendment are qualified in their entirety by reference to the full text of the Frakes Amendment and the Cipriani Amendment, respectively, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K/A, respectively, and incorporated by reference herein.

(d)

Appointment of James B. Frakes as Director

The information set forth in Item 5.02(c) above is incorporated by reference into this Item 5.02(d).

Item 9.01 Financial Statements and Exhibits

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.