Aethlon Medical Inc美股招股说明书(2026-01-16版)

The Common Warrants, Inducement Warrants, Pre-Funded Warrants and Placement Agent Warrants will all be exercisableupon receipt of stockholder approval as may be required by the applicable rules and regulations of Nasdaq (the “Warrant StockholderApproval”). In the event that we are unable to obtain the Warrant Stockholder Approval, the common warrants will not be exercisable,and therefore the common warrants may not have any value. The Common Warrants and Inducement Warrants all have an exerciseprice of $4.03 per share while the Placement Agent Warrants have an exercise price of $5.04 per share, and each expire five and onehalf years from Warrant Stockholder Approval. The Pre-Funded Warrants have an exercise price of $0.0001 per share and expire onlyonce exercised in full. The securities were offered and sold by us pursuant to the exemption provided by Section4(a)(2)of the Securities Act andRegulationD promulgated thereunder. We are registering the offer and resale of the Registrable Securities to satisfy the provisions ofthat certain registration rights agreement, dated December 5, 2025 (the “Registration Rights Agreement”), pursuant to which weagreed to register the resale of the Pre-FundedWarrant Shares, the Common Warrant Shares, and the Placement Agent Shares and theInducement Agreement, pursuant to which we agreed to register the resale of the Inducement Warrant Shares. The foregoing summaries of the Purchase Agreement, the Registration Rights Agreement, the PAA, the Pre-FundedWarrants,the Common Warrants and the Placement Agent Warrants do not purport to be complete and are qualified in their entirety by thePurchase Agreement, the Registration Rights Agreement, the PAA, the form of Pre-Funded Warrant, the form of Common Warrant andthe form of Placement Agent Warrant attached as Exhibits 10.1, 10.2, 1.1, 4.2, 4.1,and 4.3, respectively, to our Current Report onForm8-Kfiled with the SEC on December 8, 2025, each of which is incorporated herein by reference. The foregoing summaries ofthe Inducement Agreement and the Inducement Warrants do not purport to be complete and are qualified in their entirety by theInducement Agreement and the form of Inducement Warrant attached as exhibits 10.3 and 4.1 respectively to our Form8-Kfiled withthe SEC on December 8, 2025, each of which is incorporated herein by reference. The Selling Securityholders may, from time to time, sell, transfer or otherwise dispose of any or all of their common stock orinterests in their common stock on any stock exchange, market or trading facility on which the common stock is traded or in privatetransactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailingmarket price, at varying prices determined at the time of sale, or at negotiated prices. See “Plan of Distribution” in this prospectus formore information. We will not receive any proceeds from the resale or other disposition of the Registrable Securities by the SellingSecurityholders. However, we will receive the proceeds of any cash exercise of the Common Warrants, Pre-Funded Warrants,Inducement Warrants and/or Placement Agent Warrants. See “Use of Proceeds” beginning on page 9 and “Plan of Distribution”beginning on page 13 of this prospectus for more information. Our common stock is traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “AEMD.” On January 5, 2026 thelast reported sale price of our common stock as reported on Nasdaq was $2.75 per share. We are a “smaller reporting company” asdefined under the federal securities laws and, under applicable Securities and Exchange Commission rules, we have elected to complywith certain reduced public company reporting and disclosure requirements. You should read this prospectus, together with additional information described under the headings “Where You Can FindMore Information,” carefully before you invest in any of our securities. An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, youshould consider carefully the risks and uncertainties described in the section captioned “Risk Factors” contained herein and inour Annual Report on Form 10-K for the fiscal year ended March 31, 2025 filed with the Securities and Exchange Commission(the SEC) on June 26, 2025. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined ifthis prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is January 16, 2026 TABLE OF CONTENTS PageProspectusSummary1Risk Factors17Special Note Regarding Forward-Looking Statements19Use of Proceeds21Selling Securityholders22Description of Capital Stock24Plan of Distribution28Legal Matters30Experts30Market and Industry Data30Where You Can Find More Information30Incorporation of Certain Information by Reference31 ABOUT THIS PROSPECTUS You sho