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): June 18, 2013

 

AETHLON MEDICAL, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction

of incorporation)

  

000-21846

(Commission File Number)

  

13-3632859

(IRS Employer

Identification Number)

 

8910 University Center Lane, Suite 660

San Diego, California

(Address of principal executive offices)

  

92122

(Zip Code)

 

Registrant’s telephone number, including area code: (858) 459-7800

 

Not applicable

(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))

 

 

 
 

 

 

FORWARD-LOOKING STATEMENTS

 

This Form 8-K and other reports filed by the 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, the Registrant's management as well as estimates and assumptions made by the 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 the Registrant or the Registrant's management identify forward-looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Registrant's industry, the Registrant's operations and results of operations and any businesses that may be acquired by the 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 the Registrant believes that the expectations reflected in the forward-looking statements are reasonable, the 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, the Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.

 

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 

Effective June 18, 2013, Dr. Chetan S. Shah was elected to the Board of Directors (the “Board”) of Aethlon Medical, Inc. (the “Registrant”). Dr. Shah was elected by the unanimous vote of the Board, filling one of two vacancies created by the Board’s determination to enlarge the Board and fix the number of Directors on the Board at nine, as permitted by the Registrant’s By-laws. The election of Dr. Shah to the Board brings the total number of Directors to eight. He will serve until his resignation or removal, or until his successor is duly elected. In addition to having been appointed to the Board, Dr. Shah has been named a member of the Registrant’s Audit Committee and its Compensation Committee.

 

Dr. Chetan Shah is a board certified Otolaryngologist. He is an Advisory Board Member at The Bank of Princeton, and a founder, partner and Board member of the Surgery Center at Hamilton as well as Physician Management Systems and Princeton Eye & Ear. Dr. Shah serves on the board of two other private companies. He holds teaching positions and serves on multiple hospital committees in the area and is on the Audiology and Speech Language Pathology Committee for the State of New Jersey. Dr. Shah received his Bachelor’s degree and Medical Degree from Rutgers University and Robert Wood Johnson Medical School. 

 

Between March 2012 and June 2013, Dr. Shah participated in several private equity placements by the Registrant in connection with which he invested an aggregate amount of $625,556 into the Registrant and in return received 8,500,000 restricted shares of our Common Stock and seven year warrants to purchase 4,250,000 shares of our Common Stock at exercise prices ranging from $0.093 per share to $0.125 per share.

 

In connection with his election to the Board, Dr. Shah will be entitled to receive compensation, including equity compensation, under the Registrant’s 2012 Directors Compensation Program (the “Program”). In addition, under the Program eligible Directors will receive cash compensation equal to $500 for each committee meeting attended and $1,000 for each formal Board meeting attended.

 

 

 
 

 

 

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.
         
       

By: /s/ James A. Joyce              

        James A. Joyce
    Dated: July 9, 2013   Chief Executive Officer