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): June 7, 2004
AETHLON MEDICAL, INC.
(Exact name of Registrant as specified in charter)
Nevada 000-21846 13-3632859
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
7825 Fay Avenue, Suite 200
La Jolla, California 92037
(Address of principal executive offices)
Registrant's telephone number, including area code: (858) 456-5777
NOT APPLICABLE
(Former name or former address, if changed since last report)
FORWARD LOOKING STATEMENTS
This Form 8-K and other reports filed by Registrant 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. Other Events and Regulation FD Disclosure.
Aethlon Medical, Inc. (the "Company") has completed a $673,000 private
placement of common stock with accredited investors, including Fusion Capital
Fund II, LLC, a Chicago based institutional investor. Aethlon entered into a
common stock purchase agreement with Fusion Capital, whereby Fusion Capital has
committed to buy an additional $6.0 million of Aethlon's common stock. The funds
from both of these transactions will be utilized to accelerate the development
and commercialization of Aethlon's treatment countermeasures against Biological
Weapons, HIV/AIDS, and Hepatitis-C.
Under terms of the $6.0 million transaction with Fusion Capital, Fusion
has agreed to purchase from the Company up to $6.0 million of Aethlon's common
stock over a 30-month period. Specifically, after the Securities & Exchange
Commission has declared effective a registration statement, each month Aethlon
has the right to sell to Fusion Capital $200,000 of its common stock at a
purchase price based upon the market price of Aethlon's common stock on the date
of each sale without any fixed discount to the market price. At Aethlon's sole
option, Fusion Capital can be required to purchase lesser or greater amounts of
common stock each month up to $6.0 million in the aggregate. The Company has the
right to control the timing and the amount of stock sold to Fusion Capital.
Aethlon also has the right to terminate the agreement at any time without any
additional cost. Fusion Capital has agreed not to engage in any direct or
indirect short selling or hedging of the common stock in any manner whatsoever.
This announcement is not an offer to sell securities of Aethlon
Medical, Inc. and any opportunity to participate in the private placement was
available to a very limited group of accredited investors.
ITEM 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information Not applicable.
(c) Exhibits
Exh. No. Description
-------- -----------
4.1 Common Stock Purchase Agreement by and between
Aethlon Medical, Inc. and Fusion Capital Fund II, LLC
dated May 20, 2004
4.2 Registration Rights Agreement by and between Aethlon
Medical, Inc. and Fusion Capital Fund II, LLC dated
May 20, 2004
4.3 Form of Securities Purchase Agreement
4.4 Form of Registration Rights Agreement
4.5 Form of Warrant
99.1 Press Release dated June 9, 2004
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.
Date: June 8, 2004 AETHLON MEDICAL, INC.
By: /s/ James A. Joyce
-------------------
James A. Joyce
Chief Executive Officer
EXHIBITS FILED WITH THIS REPORT
Exh. No. Description
-------- -----------
4.1 Common Stock Purchase Agreement by and between Aethlon Medical, Inc.
and Fusion Capital Fund II, LLC dated May 20, 2004
4.2 Registration Rights Agreement by and between Aethlon Medical, Inc.
and Fusion Capital Fund II, LLC dated May 20, 2004
4.3 Form of Securities Purchase Agreement
4.4 Form of Registration Rights Agreement
4.5 Form of Warrant
99.1 Press Release dated June 9, 2004