UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to ss. 240.14a-12
AETHLON MEDICAL, INC.
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(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box)
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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AETHLON MEDICAL, INC.
3030 BUNKER HILL STREET, SUITE 4000
SAN DIEGO, CA 92109
TELEPHONE (858) 459-7800
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Our Stockholders:
A Special Meeting of Stockholders of Aethlon Medical, Inc. (the
"Company") will be held on Friday, June 10, 2005, at 11:00 a.m. (Pacific
Time), at the Company's executive offices located at 3030 Bunker Hill Street,
Suite 4000, San Diego, California for the following purposes:
(1) To ratify the appointment of Squar, Milner, Reehl & Williamson,
L.L.P., or such other firm appointed by the Board of Directors prior to the
meeting, as the Company's independent auditors for the fiscal year ending March
31, 2005;
(2) Approval of an amendment to our Articles of Incorporation to
increase the number of authorized shares of our common stock from 25,000,000 to
50,000,000; and
(3) To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Stockholders of record at the close of business on April 21, 2005 will
be entitled to notice of and to vote at the Special Meeting and at any
continuation or adjournment thereof.
All stockholders are cordially invited to attend the Special Meeting in
person. Your vote is important. PLEASE FILL IN, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE RETURN ENVELOPE AS PROMPTLY AS POSSIBLE, WHETHER
OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING. Your promptness in returning the
proxy will assist in the expeditious and orderly processing of the proxies and
will assist in ensuring that a quorum is present or represented. Even though you
return your proxy, you may nevertheless attend the Special Meeting and vote your
shares in person if you wish. If you want to revoke your proxy at a later time
for any reason, you may do so in the manner described in the attached Proxy
Statement.
By Order of the Board of Directors
/s/ James A. Joyce, Chairman of the Board
San Diego, California
May 11, 2005
AETHLON MEDICAL, INC.
3030 BUNKER HILL STREET, SUITE 4000
SAN DIEGO, CALIFORNIA 92109
TELEPHONE (858) 459-7800
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PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 10, 2005
----------------------
VOTING AND PROXY
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Aethlon Medical, Inc., a Nevada
corporation (referred to as the "Company", "we", "our" or "us") for use at our
Special Meeting of Stockholders to be held at the Company's executive offices,
located at 3030 Bunker Hill Street, Suite 4000, San Diego, California 92109, on
Friday, June 10, 2005, at 11:00 a.m. local time, and at any meeting following
adjournment thereof. The Notice of Special Meeting, this Proxy Statement and the
accompanying proxy card are being mailed to stockholders on or about May 11,
2005.
REVOCABILITY OF PROXY AND VOTING OF SHARES
Any stockholder giving a proxy has the power to revoke it at any time
before it is exercised. The proxy may be revoked before it is exercised by
sending a written revocation or a duly executed proxy bearing a later date to
the Company's Secretary at our principal executive offices located at 3030
Bunker Hill Street, Suite 4000, San Diego, California 92109. The proxy may also
be revoked by attending the meeting and voting in person.
If it is not revoked, the proxy will be voted at the meeting in
accordance with the stockholder's instructions indicated on the proxy card. IF
NO INSTRUCTIONS ARE INDICATED, THE PROXY WILL BE VOTED FOR THE APPROVAL OF THE
TWO PROPOSALS. We currently know of no other matters to be considered at the
Special Meeting of Stockholders. IF, HOWEVER, ANY OTHER MATTERS COME BEFORE THE
SPECIAL MEETING OF STOCKHOLDERS, OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF, THE
PERSONS NAMED IN THE PROXY WILL VOTE THE PROXY IN ACCORDANCE WITH THEIR BEST
JUDGMENT ON ANY SUCH MATTER.
RECORD DATE, VOTING RIGHTS AND OUTSTANDING SHARES
The Board of Directors has fixed April 21, 2005 as the record date (the
"Record Date") for determining holders of our Common Stock, $0.001 par value per
share, who are entitled to vote at the meeting. As of the Record Date, we had
17,394,763 shares of Common Stock outstanding and entitled to vote. Each share
of Common Stock entitles the record holder to one vote on each matter to be
voted upon at the meeting. A majority of the shares of Common Stock issued and
outstanding and entitled to vote at the meeting will constitute a quorum at the
meeting. If a quorum exists, action on a matter is approved if the votes cast in
favor of the action exceed the votes cast opposing the action.
The affirmative vote of the holders of a majority of the shares of
Common Stock present at the meeting in person or by proxy is also required to
approve all other proposals brought before the meeting. UNLESS OTHERWISE MARKED
OR INDICATED ON THE PROXY, THE SHARES WILL BE VOTED "FOR" RATIFICATION OF SQUAR,
MILNER, REEHL & WILLIAMSON, L.L.P., OR SUCH OTHER FIRM APPOINTED BY THE BOARD OF
DIRECTORS, AS OUR INDEPENDENT AUDITORS AND TO AMEND TO OUR ARTICLES OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK
FROM 25,000,000 TO 50,000,000.
2
When the proxy is properly executed, dated and returned, the shares it
represents will be voted in accordance with any directions noted on it. Votes
cast by proxy or in person at the Special Meeting will be tabulated by the
Inspectors of Election, in conjunction with information received from our
transfer agent. The Inspectors of Election will also determine whether or not a
quorum is present.
Shares which abstain from voting as to the proposals, and shares held
in "street name" by brokers or nominees who indicate on their proxies that they
do not have discretionary authority to vote such shares as to the proposals
("broker non-votes"), will be counted for purposes of determining whether the
affirmative vote of a majority of the shares present at the meeting and entitled
to vote on the proposals has been obtained, but will have the effect of reducing
the number of affirmative votes required to achieve the majority vote on the
proposals.
SOLICITATION
The Company is soliciting your proxy. The cost of this solicitation,
including expenses in connection with preparing and mailing this Proxy
Statement, will be borne by the Company. We expect that legal and printing
expenses will be our primary expenses in connection with the solicitation which
we estimate to be approximately $7,500. Copies of solicitation materials will be
furnished to brokerage houses, nominees, fiduciaries and custodians to forward
to beneficial owners of Common Stock held in their names. We will reimburse
brokerage firms and other persons representing beneficial owners of stock for
their reasonable expenses in forwarding solicitation materials to the owners. In
addition to original solicitation of proxies by mail, our directors, officers
and other employees may, without additional compensation, solicit proxies by
telephone, facsimile and personal interviews.
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
The Company will only deliver one Proxy Statement to multiple
stockholders sharing an address unless we have received contrary instructions
from one or more of the stockholders. The Company will promptly deliver a
separate copy of this Proxy Statement to a stockholder at a shared address to
which a single copy of the document was delivered upon oral or written request
to:
Aethlon Medical, Inc.
Attn: Corporate Secretary
3030 Bunker Hill Street, Suite 4000
San Diego, California 92109
Telephone No.: (858) 459-7800
PROPOSALS
PROPOSAL #1 - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Subject to ratification by the stockholders, the Board has selected the
firm of Squar, Milner, Reehl & Williamson, L.L.P. as the Company's independent
auditors for its fiscal year ending March 31, 2005. Squar, Milner, Reehl &
Williamson, L.L.P. has acted in such capacity for the Company since 2001 and has
reported that neither the firm nor any of its partners has any material direct
or indirect financial interest in the Company.
3
Representatives of Squar, Milner, Reehl & Williamson, L.L.P. will be
present at the Special Meeting of Stockholders, will have the opportunity to
make a statement if they desire to do so and are expected to be available to
respond to appropriate questions.
AUDIT FEES
The following table sets forth fees billed to the Company by Squar,
Milner, Reehl & Williamson, L.L.P. during the fiscal years ended March 31, 2005
and March 31, 2004 for: (i) services rendered for the audit of the Company's
annual financial statements and the review of its quarterly financial
statements, (ii) services that were reasonably related to the performance of the
audit or review of the Company's financial statements and that are not reported
as Audit Fees, (iii) services rendered in connection with tax compliance, tax
advice and tax planning, and (iv) all other fees for services rendered. The
Audit Related Fees were incurred as a result of consultations between the
executive officers of the Company and Squar, Milner, Reehl & Williamson, L.L.P.
relating to services rendered in connection with a Form S-8 registration
statement for the fiscal year ended 2004. The Audit Related Fees for the fiscal
year ended 2005 were incurred as a result of consultations between the executive
officers of the Company and Squar, Milner, Reehl & Williamson, L.L.P. relating
to services rendered in connection with a Form SB-2 registration statement.
March 31, 2005 March 31, 2004
-------------- --------------
(i) Audit Fees $63,140 $55,500
(ii) Audit Related Fees $43,754 $2,500
(iii) Tax Fees $0 $0
(iv) All Other Fees $0 $0
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF SQUAR, MILNER, REEHL & WILLIAMSON, L.L.P. AS
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING MARCH 31, 2005.
PROPOSAL #2 - APPROVAL OF INCREASE IN AUTHORIZED SHARES OF COMMON STOCK
We believe that an increase in the number of authorized shares of
our common stock is prudent in order to assure that a sufficient number of
shares of our common stock are available for issuance in the future if our Board
of Directors deems it to be in our and our stockholders' best interests. A total
of an additional 25,000,000 shares of common stock has been determined by our
Board of Directors to be a reasonable estimate of what might be required in this
regard for the foreseeable future to accommodate fundraising and other
opportunities involving the issuance of our capital stock. Immediately following
this increase, the Company will have approximately 32,600,000 shares of common
stock authorized but unissued and available for issuance.
The remaining authorized but unissued shares of common stock will be
available for issuance from time to time as may be deemed advisable or required
for various purposes, including the issuance of shares in connection with
financings or acquisition transactions and the issuance or reservation of common
stock for employee stock options. The Company's Board will be able to authorize
the issuance of shares for these transactions without the necessity, and related
costs and delays, of either calling a special stockholders' meeting or waiting
for the regularly scheduled annual meeting of stockholders in order to increase
the authorized capital. If in a particular transaction stockholder approval were
required by law or any stock exchanges or markets were otherwise deemed
advisable by the Board, then the matter would be referred to the stockholders
for their approval notwithstanding that the Company may have the requisite
number of voting shares to consummate the transaction.
4
On June 7, 2004, the Company completed a $673,000 private placement
of common stock with accredited investors, including Fusion Capital Fund II,
LLC, a Chicago based institutional investor ("Fusion Capital"). Additionally,
the Company entered into a common stock purchase agreement with Fusion Capital,
whereby Fusion Capital has committed to buy an additional $6.0 million of the
Company's common stock. The Company will use some of the additional authorized
but unissued shares to issue common stock under the common stock purchase
agreement.
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 our common
stock over a 30-month period. Specifically, after the Securities & Exchange
Commission declared effective a registration statement on December 7, 2004, each
month the Company has the right to sell to Fusion Capital $200,000 of its common
stock at a purchase price based upon the market price of the Company's common
stock on the date of each sale without any fixed discount to the market price.
At the Company'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. The Company 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.
Our Articles of Incorporation currently authorize the Board of
Directors to issue up to 25,000,000 shares of common stock. As of April 21,
2005, we have 17,394,763 shares of common stock outstanding and common share
purchase options and warrants entitling the holders to purchase up to 10,014,829
common shares at a weighted average exercise price of $0.82 per share. There are
no promissory notes of the company outstanding that convert to common shares of
the company. Under our agreement with Fusion Capital, we have registered
7,431,819 shares of our common stock for the daily purchases by Fusion Capital.
As of April 21, 2005, Fusion Capital had purchased 1,713,283 shares of our
common stock pursuant to our agreement. If Fusion Capital were to purchase all
7,431,819 shares and holders exercised all of the common share purchase options
and warrants, we would exceed the number of shares we are authorized to issue.
Accordingly, unless we amend our Articles of Incorporation to increase our
authorized capital stock, either we will not be able to fully utilize the daily
purchase amounts available under the Fusion Capital financing or we will be
unable to issue the common shares underlying common share purchase options or
warrants which may be exercised. The decision to utilize all or any portion of
the daily purchase amount under the Fusion Capital financing is at the Company's
sole option. However, we need to amend our Articles of Incorporation to increase
the authorized number of shares of common stock of the Company in order to fully
utilize the daily purchase amounts available under the Fusion Capital financing
and issue all of the shares of common stock underlying currently exercisable
common share purchase options and warrants. Any delay in amending our Articles
of Incorporation could harm our business by preventing us from utilizing the
daily purchase amounts available under the Fusion Capital financing in full,
raising capital from the issuance of our common stock or delaying the payment of
services via issuance of our common stock. The Company has no plans to use the
additional common stock for the acquisition of other companies.
The Charter Amendment is not intended to have any anti-takeover
effect and is not part of any series of anti-takeover measures contained in any
debt instruments or the certificate of incorporation or the bylaws of the
Company in effect on the date of this Proxy Statement. However, the Company's
stockholders should note that the availability of additional authorized and
unissued shares of common stock could make any attempt to gain control of the
Company or the Board more difficult or time consuming and that the availability
of additional authorized and unissued shares might make it more difficult to
remove management. Although the Board currently has no intention of doing so,
shares of common stock could be issued by the Board to dilute the percentage of
common stock owned by any stockholder and increase the cost of, or the number
of, voting shares necessary to acquire control of the Board or to meet the
voting requirements imposed by Nevada law with respect to a merger or other
business combination involving the Company. Aethlon Medical is not aware of any
proposed attempt to take over the company. The Company has no present intention
to use the increased authorized common stock for anti-takeover purposes.
The text of the Charter Amendments is attached to this Proxy
Statement as Exhibit A. The Amendment will become effective once it is filed
with the Secretary of State of Nevada.
Upon filing the Amendment with the Secretary of State of Nevada, the
Company's authorized shares will increase from twenty-five million shares to
fifty million shares of which fifty million shares shall be common stock.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE APPROVAL
OF THE INCREASE IN AUTHORIZED SHARES.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 21, 2005, each beneficial
owner of more than 5% of our Common Stock. We believe that each individual or
entity named has sole investment and voting power with respect to shares of
common stock indicated as beneficially owned by them, subject to community
property laws where applicable, excepted where otherwise noted.
AMOUNT AND NATURE OF PERCENT
BENEFICIAL OF
TITLE OF CLASS NAME AND ADDRESS OWNERSHIP(1)(2) CLASS
-------------- ---------------- --------------- -----
Common Stock Calvin Leung, a Director 2,077,318 shares(3) 11.9%
P.O. Box 2366 Costa Mesa, CA 92628
Common Stock James A. Joyce, Chairman and CEO 1,965,550 shares(4) 10.5%
3030 Bunker Hill Street, Suite 4000,
San Diego, CA 92109
Common Stock Rod Tompkins 1,500,000 shares 8.6%
420 Douglas
Wayne, NE 68787
Common Stock Fusion Capital Fund II, LLC 1,349,391 shares(5) 7.5%
222 Merchandise Mart Plaza, Suite 9-112
Chicago, IL 60654
Common Stock Richard H. Tullis, Chief Scientific Officer 1,202,175 shares(6) 6.5%
and Director
3030 Bunker Hill Street, Suite 4000,
San Diego, CA 92109
(1) In accordance with Rule 13d-3(d)(1) of the Securities Exchange Act of
1934, shares not outstanding which are subject to options, warrants,
rights or conversion privileges exercisable within 60 days are deemed
outstanding for the purpose of calculating the number and percentage
owned by such person, but not deemed outstanding for the purpose of
calculating the percentage owned by each other person listed.
(2) Based on 17,394,763 shares of Common Stock outstanding on the transfer
records as of April 21, 2005.
(3) Includes all shares owned by members of Mr. Leung's family and entities
he controls, 10,000 warrants to purchase common stock at an exercise
price of $3.00 and 30,675 stock options exercisable at $0.489 per
share.
(4) Includes 250,000 stock options exercisable at $1.90 per share and
1,115,550 stock options exercisable at $0.38 per share.
(5) Includes 568,181 warrants to purchase common stock at $0.76 per share.
Pursuant to the terms of the warrant, Fusion Capital is not entitled to
exercise the warrant to the extent such exercise would cause the
aggregate number of shares of common stock beneficially owned by Fusion
Capital to exceed 9.9% of the outstanding shares of the common stock
following such exercise.
(6) Includes 250,000 stock options exercisable at $1.90 per share, 30,000
stock options exercisable at $2.56 per share and 867,175 stock options
exercisable at $0.38 per share.
The following table sets forth, as of April 21, 2005, information with
respect to the shares of Common Stock beneficially owned by (i) each director
nominee; (ii) each person (other than a person who is also a director nominee)
who is an executive officer; and (iii) all executive officers and directors as a
group. The term "executive officer" is defined as the President/Chief Executive
Officer, Secretary, Chief Financial Officer/Treasurer, any vice-president in
charge of a principal business function (such as administration or finance), or
any other person who performs similar policy making functions for the Company.
We believe that each individual or entity named has sole investment and voting
power with respect to shares of common stock indicated as beneficially owned by
them, subject to community property laws where applicable, excepted where
otherwise noted.
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AMOUNT AND NATURE OF PERCENT
BENEFICIAL OF
TITLE OF CLASS NAME OWNERSHIP(1)(2) CLASS
-------------- ---------------- --------------- -----
Common Stock Calvin M. Leung, Director 2,077,318 shares(3) 11.9%
P.O. Box 2366
Costa Mesa, CA 92628
Common Stock James A. Joyce, Chief Executive Officer 1,965,550 shares(4) 10.5%
and Director
3030 Bunker Hill Street, Suite 4000,
San Diego, CA 92109
Common Stock Richard H. Tullis, Chief Scientific Officer 1,202,175 shares(5) 6.5%
and Director
3030 Bunker Hill Street, Suite 4000,
San Diego, CA 92109
Common Stock Franklyn S. Barry, Director 655,084 shares(6) 3.6%
3030 Bunker Hill Street, Suite 4000,
San Diego, CA 92109
Common Stock Edward G. Broenniman, Director 497,865 shares(7) 2.8%
3030 Bunker Hill Street, Suite 4000,
San Diego, CA 92109
Common Stock Edward C. Hall 0 shares *
3030 Bunker Hill Street, Suite 4000,
San Diego, CA 92109
All Current Directors and 6,397,992 Shares 30.7%
Executive Officers as a Group
(6 members)
* Less than 1%.
(1) Based on 17,394,763 shares of Common Stock outstanding on the transfer
records as of April 21, 2005.
(2) Calculated pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act
of 1934. Under Rule 13d-3(d)(1), shares not outstanding which are
subject to options, warrants, rights or conversion privileges
exercisable within 60 days are deemed outstanding for the purpose of
calculating the number and percentage owned by such person, but not
deemed outstanding for the purpose of calculating the percentage owned
by each other person listed. The Company believes that each individual
or entity named has sole investment and voting power with respect to
shares of Common Stock indicated as beneficially owned by them, subject
to community property laws, where applicable, except where otherwise
noted.
7
(3) Includes all shares owned by members of Mr. Leung's family and entities
he controls, 10,000 warrants to purchase common stock at an exercise
price of $3.00 and 30,675 stock options exercisable at $0.489 per
share.
(4) Includes 250,000 stock options exercisable at $1.90 per share and
1,115,550 stock options exercisable at $0.38 per share.
(5) Includes 250,000 stock options exercisable at $1.90 per share, 30,000
stock options exercisable at $2.56 per share and 867,175 stock options
exercisable at $0.38 per share.
(6) Includes 412,500 stock options exercisable at $3.00 per share, 30,675
stock options exercisable at $0.489 per share and 205,816 stock options
exercisable at $0.38 per share.
(7) Includes 53,885 shares owned by Mr. Broenniman's wife, his 3,000 stock
options exercisable at $1.78, 2,500 stock options exercisable at $3.75,
30,675 stock options exercisable at $0.489 per share and 205,816 stock
options exercisable at $0.38 per share.
INDEMNIFICATION OF EXECUTIVE OFFICERS
Our Articles of Incorporation permit us to limit the liability of our
officers and directors to the fullest extent permitted under Section 78.037 of
the Nevada General Corporation Law. As permitted by Section 78.037 of the Nevada
General Corporation Law, our Bylaws and Articles of Incorporation also include
provisions that eliminate the personal liability of each of its officers and
directors for any obligations arising out of any acts or conduct of such officer
or director performed for or on behalf of the Company. To the fullest extent
allowed by Section 78.751 of the Nevada General Corporation Law, we will defend,
indemnify and hold harmless its directors or officers from and against any and
all claims, judgments and liabilities to which each director or officer becomes
subject to in connection with the performance of his or her duties and will
reimburse each such director or officer for all legal and other expenses
reasonably incurred in connection with any such claim of liability. However, we
will not indemnify any officer or director against, or reimburse for, any
expense incurred in connection with any claim or liability arising out of the
officer's or director's own negligence or misconduct in the performance of duty.
The provisions of our Bylaws and Articles of Incorporation regarding
indemnification are not exclusive of any other right we have to indemnify or
reimburse our officers or directors in any proper case, even if not specifically
provided for in our Articles of Incorporation or Bylaws.
We believe that the indemnity provisions contained in our bylaws and
the limitation of liability provisions contained in our certificate of
incorporation are necessary to attract and retain qualified persons for these
positions. No pending material litigation or proceeding involving our directors,
executive officers, employees or other agents as to which indemnification is
being sought exists, and we are not aware of any pending or threatened material
litigation that may result in claims for indemnification by any of our directors
or executive officers.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, we have been informed that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
INTERESTS OF CERTAIN PERSONS IN OR IN OPPOSITION TO THE MATTERS TO BE ACTED UPON
No director, executive officer, or any associate thereof, or any other
person has any interest, direct or indirect, by security holdings or otherwise,
in the ratification of Squar, Milner, Reehl & Williamson, L.L.P. as the
Company's auditors or in the increase in the number of authorized shares of the
Company's common stock from 25,000,000 to 50,000,000 which is not shared by the
shareholders of the Company.
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AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act and must file reports, proxy statements and other information with
the Securities and Exchange Commission. The reports, information statements and
other information we file with the Commission can be inspected and copied at the
Commission Public Reference Room, 450 Fifth Street, N.W. Washington, D.C. 20549.
You may obtain information on the operation of the Public Reference Room by
calling the SEC at (800) SEC-0330. The Commission also maintains a Web site
(http://www.sec.gov) that contains reports, proxy, and information statements
and other information regarding registrants, like us, which file electronically
with the Commission.
TRANSACTION OF OTHER BUSINESS
Management does not know of any matters to be brought before the
meeting other than those referred to in this Proxy Statement. If any matters
which are not specifically set forth in the form of proxy and this Proxy
Statement properly come before the meeting, the persons designated as proxies
will vote thereon in accordance with their best judgment.
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PROXY
AETHLON MEDICAL, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING ON JUNE 10, 2005
This proxy will be voted as specified by the stockholder. If no
specification is made, all shares will be voted "FOR" the approval of the two
proposals set forth in the proxy statement.
The stockholder(s) represented herein appoint(s) James A. Joyce, and
each of them, proxies with the power of substitution to vote all shares of
Common Stock entitled to be voted by said stockholder(s) at the Special Meeting
of the Stockholders of Aethlon Medical, Inc. to be held at the executive
offices, located at 3030 Bunker Hill Street, Suite 4000, San Diego, California
92109, on June 10, 2005 at 11:00 a.m. (Pacific Time), and in any adjournment or
postponement thereof as specified in this proxy.
PROPOSAL #1- RATIFICATION OF SQUAR, MILNER, REEHL & WILLIAMSON, L.L.P. AS
INDEPENDENT AUDITORS FOR THE 2005 FISCAL YEAR.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PROPOSAL #2-APPROVAL OF INCREASE IN AUTHORIZED SHARES OF COMMON STOCK.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PLEASE MARK, DATE AND SIGN YOUR PROXY CARD AND MAIL IT IN THE ENCLOSED ENVELOPE
AS SOON AS POSSIBLE.
IN THEIR DISCRETION, PROXIES ARE ENTITLED TO VOTE UPON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING, OR ANY ADJOURNMENT THEREOF.
Signature____________________________ Date_____________
Signature____________________________ Date_____________
Note: Please mark, date and sign this proxy card and return it in the enclosed
envelope. Please sign as your name appears hereon. If shares are registered in
more than one name, all owners should sign. If signing in a fiduciary or
representative capacity, please give full title and attach evidence of
authority. Corporations please sign with full corporate name by a duly
authorized officer and affix corporate seal.
10
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
FOR NEVADA PROFIT CORPORATION
(PURSUANT TO NRS 78,385 AND 78,390 - AFTER ISSUANCE OF STOCK)
1. Name of Incorporation: "AETHLON MEDICAL, INC."
2. The Articles of Incorporation have been amended as follows:
ARTICLE V OF THE ARTICLES OF INCORPORATION OF THE CORPORATION SHALL BE
AMENDED TO READ IN FULL AS FOLLOWS:
"ARTICLE V
COMMON STOCK AND VOTING
The Corporation shall have the authority to issue an aggregate
of fifty million (50,000,000) shares, with a par value of $.001 per
share. All shares will be of the same class, designated `common'
shares, with the same rights. Shares may only be issued as fully-paid
and non-assessable, and may be issued at such times, upon such terms
and conditions and for such consideration as the Board of Directors
shall determine. Each common share shall be entitled to one vote
concerning all matters as to which the Corporation's shareholders shall
be entitled to vote. The Corporation's common stock shall not be
subject to assessment to pay any debts of the Corporation."
3. THE VOTE BY WHICH SHAREHOLDERS HOLDING SHARES IN THE
CORPORATION ENTITLING THEM TO EXERCISE AT LEAST A MAJORITY OF THE
VOTING POWER, OR SUCH GREATER PROPORTION OF THE VOTING POWER AS MAY BE
REQUIRED IN THE CASE OF A VOTE BY CLASSES OR SERIES, OR AS MAY BE
REQUIRED BY THE PROVISIONS OF THE ARTICLES OF INCORPORATION HAVE VOTED
IN FAVOR OF THE AMENDMENT IS: [ ].
IN WITNESS WHEREOF, the undersigned corporation has caused this
Certificate of Amendment to Articles of Incorporation to be signed by a duly
authorized officer as of this _____ day of _____, 2005.
AETHLON MEDICAL, INC.
By: _______________________________
James A. Joyce, President
By: _______________________________
James A. Joyce, Secretary