UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): February 9, 2006
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AETHLON MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 13-3632859
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
0-21846
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(Commission File Number)
3030 Bunker Hill Street, Suite 4000, San Diego, California 92109
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (858) 459-7800
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Not applicable
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(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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
THIS FORM 8-K AND OTHER REPORTS FILED BY AETHLON MEDICAL, INC. (THE "COMPANY" OR
THE "REGISTRANT") FROM TIME TO TIME WITH THE SECURITIES AND EXCHANGE COMMISSION
(COLLECTIVELY THE "FILINGS") CONTAIN FORWARD LOOKING STATEMENTS AND INFORMATION
THAT ARE BASED UPON BELIEFS OF, AND INFORMATION CURRENTLY AVAILABLE TO, THE
COMPANY'S MANAGEMENT AS WELL AS ESTIMATES AND ASSUMPTIONS MADE BY THE COMPANY'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 THE COMPANY'S OR THE COMPANY'S
MANAGEMENT IDENTIFY FORWARD LOOKING STATEMENTS. SUCH STATEMENTS REFLECT THE
CURRENT VIEW OF THE COMPANY WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO
RISKS, UNCERTAINTIES, ASSUMPTIONS AND OTHER FACTORS RELATING TO THE COMPANY'S
INDUSTRY, OPERATIONS AND RESULTS OF OPERATIONS AND ANY BUSINESSES THAT MAY BE
ACQUIRED BY THE COMPANY. 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.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 9, 2006 (the "Effective Date"), the Registrant entered into
an Option Agreement with the Trustees of Boston University (the "University")
that allows the Registrant the right to exclusively license worldwide a recently
filed patent entitled: "Method to Prevent Proliferation and Growth of
Metastases" (patent application serial number 60/700, 118). The option shall
expire one year from the Effective Date. In consideration for the grant of the
option, the Registrant shall pay the University a non-refundable fee of twenty
thousand dollars ($20,000) payable within thirty (30) days of the effective date
in the form of ten thousand dollars ($10,000) cash and the equivalent of ten
thousand dollars ($10,000) worth of the Registrant's common stock with a strike
price as of the close of the Effective Date.
ITEM 7.01 REGULATION FD DISCLOSURE.
James A. Joyce, the Registrant's Chief Executive Officer presented at
the Roth Capital Partners 18th Annual "OC" Conference in Dana Point, California
on February 21, 2006. The presentation was available via a live webcast
accessible through the Roth Capital Partners' website located on the Internet at
www.rothcapital.com. In the presentation, the Registrant announced that it will
expand the applications of its Hemopurifier (TM) technology to include the
treatment of cancer. Related to this announcement, the Registrant disclosed that
it has executed an option with the University that gives the Registrant the
right to exclusively license a recently filed patent entitled: "Method to
Prevent Proliferation and Growth of Metastases" as more fully disclosed above in
Item 1.01. A copy of the option with the University is furnished as Exhibit
10.1. A copy of the Registrant's press release regarding the announcement is
furnished as Exhibit 99.1.
The information in this Item 7.01 and the exhibits attached hereto
shall not be deemed "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except as shall be expressly set
forth by specific reference in such filing. The furnishing of the information in
this Item 7.01 is not intended to, and does not, constitute a representation
that such furnishing is required by Regulation FD or that the information this
report contains is material investor information that is not otherwise publicly
available.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Option Agreement by and between the Registrant and the
Trustees of Boston University dated February 9, 2006
99.1 Press Release dated February 23, 2006
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.
AETHLON MEDICAL, INC.
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(Registrant)
Date February 23, 2006
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By: /s/ James A. Joyce
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Name James A. Joyce
Title: Chief Executive Officer