Aethlon Medical Inc美股招股说明书(2026-01-27版)

This prospectus supplement relates to the prospectus dated January 16, 2026, as amended and supplemented from time totime (the “Prospectus”), which permits the resale from time to time, by the selling securityholders in this prospectus under the caption“Selling Securityholders” of up to 2,031,024 shares of our common stock, par value $0.001 per share consisting of (1) (a) 1,042,820shares of our common stock (the “Common Warrant Shares”) issuable upon exercise of the common stock purchase warrant (the“Common Warrants”,) and (b) 595,897 shares of Common Stock (the “Pre-Funded Warrant Shares”) issuable upon exercise of pre-funded warrants (the “Pre-Funded Warrants”) issued to Selling Securityholder in a private placement (the “December PIPE”) pursuantto that certain securities purchase agreement with the Selling Securityholder dated December 5, 2025 (the “Purchase Agreement”), (2)368,471 shares of common stock (the “Inducement Warrant Shares”) issuable upon the exercise of warrants (the “InducementWarrants”) issued to Selling Securityholder in a private placement (the “Warrant Inducement Offering”) pursuant to that certainWarrant Inducement Agreement with Selling Securityholder dated December 5, 2025 (the “Inducement Agreement”), and (3) 23,836shares of common stock (the “Placement Agent Shares”) issuable upon the exercise of warrants issued to Selling Securityholder whoacted as placement agent in the December PIPE (the “Placement Agent Warrants”), pursuant to that certain Placement AgentAgreement dated December 5, 2025 (the “PAA”). The Common Warrant Shares, Pre-Funded Warrant Shares, Inducement WarrantShares, and the Placement Agent Shares, are collectively referred to herein as “Registrable Securities.” This prospectus supplement is being filed to update and supplement the information included in the Prospectus as describedherein and in the Current Report on Form 8-K filed with the SEC on January 26, 2026, which is set forth below. On January 22, 2026, the Company entered into an Amendment to the Pre-Funded Warrants and an Amendment to thePurchase Agreement, (collectively, the “Amendments”). Pursuant to the Amendments, the contractual requirement that the Pre-FundedWarrants be exercisable only following receipt of stockholder approval was removed. As a result of the Amendments, the Pre-FundedWarrants are now exercisable immediately, subject to the terms and conditions set forth therein, including applicable beneficialownership limitations. No other economic or substantive terms of the Pre-Funded Warrants were modified, and the total number ofshares of Common Stock issuable upon exercise of the Pre-Funded Warrants remains unchanged. This prospectus supplement is not complete without the Prospectus and this prospectus supplement should be read inconjunction with the Prospectus, which is qualified by reference hereto, except to the extent that the information in this prospectussupplement updates or supersedes the information in the Prospectus. Please keep this prospectus supplement for future reference. Our common stock is traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “AEMD.” On January 26, 2026 thelast reported sale price of our common stock as reported on Nasdaq was $2.84 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. 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 in theProspectus and in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025 filed with the Securities andExchange 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 supplement is January 27, 2026 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-KCURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):January 22, 2026 Aethlon Medical, Inc.(Exact name of registrant as specified in its charter) N/A(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 registrantunder any of the following provisions: ☐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 C