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): October 1, 2026

Aethlon Medical, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (619) 941-0360

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 registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

As described in Item 5.07 below, on October 1, 2026, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Aethlon Medical, Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Plan Amendment”) to the Company’s 2020 Equity Incentive Plan, as amended (the “2020 Plan”), to increase the number of shares of common stock authorized for issuance thereunder by 100,000 shares. The Plan Amendment was previously approved by the Board of Directors (the “Board”) of the Company, subject to stockholder approval, on July 10, 2026. The Plan Amendment became effective on October 1, 2026 following receipt of stockholder approval.

The 2020 Plan, as amended to reflect the Plan Amendment, is herein referred to as the “Amended 2020 Plan.”

Additional information regarding the Plan Amendment and the terms of the Amended 2020 Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) filed by the Company with the Securities and Exchange Commission on August 21, 2026, which information is incorporated herein by reference. Such information and the foregoing description of the Plan Amendment and the Amended 2020 Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended 2020 Plan, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 1, 2026 the Company held the Annual Meeting in a virtual format. At the close of business on August 10, 2026, the record date for the Annual Meeting, there were 711,136 shares of Company common stock issued and outstanding, which constituted all of the issued and outstanding capital stock of the Company as of the record date. At the Annual Meeting, 399,752 of the Company’s 711,136 shares of common stock entitled to vote as of the record date, or approximately 56.21%, were represented by proxy or in person (virtually); therefore, a quorum was present.

The proposals voted on at the Annual Meeting are more fully described in the Proxy Statement.

The final voting results on the proposals presented for stockholder approval at the Annual Meeting were as follows:

Proposal No. 1: The Company’s stockholders elected five directors, each to hold office until the Company’s next annual meeting of stockholders, or until their successors are duly elected and qualified, subject to prior death, resignation, or removal, as follows:

Proposal No. 2: The Company’s stockholders ratified the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027, as follows:

Proposal No. 3: The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of up to an aggregate 1,126,602 shares of the Company’s common stock, par value $0.001 per share, issuable upon the exercise of the Common Warrants and Placement Agent Warrants issued pursuant to the Company’s offering in July 2026, as follows:

Proposal No. 4: The Company’s stockholders approved on an advisory basis, the compensation of our named executive officers, as follows:

Proposal No. 5: The Company’s stockholders approved an amendment to our 2020 Equity Incentive Plan, as amended, to increase the number of shares of the Company’s common stock authorized for issuance thereunder by 100,000 shares as follows:

Proposal No. 6: The Company’s stockholders approved, an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of our common stock from 20,000,000 to 200,000,000 as follows:

Proposal No. 7: The Company’s stockholders approved an amendment to the Company's Articles of Incorporation to authorize 20,000,000 shares of preferred stock, par value $0.001 per share, and authorize the Board of Directors to establish one or more series thereof and to fix the designations, powers, preferences, rights, qualifications, limitations and restrictions of each such series, as follows:

Proposal No. 8: The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company's common stock, par value $0.001 per share, or securities convertible into or exercisable for shares of the Company's common stock, in connection with one or more future private financing transactions, as follows:

Proposal No. 9: The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock, par value $0.001 per share, and/or securities exercisable for shares of the Company’s common stock, in connection with one or more future warrant exercise inducement transactions involving certain of the Company’s outstanding warrants, as follows:

Proposal No. 10: The Company’s stockholders approved the adjournment of the Annual Meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in the event we have not received sufficient votes in favor of any of the foregoing proposals, as follows:

Although Proposal No. 10 was approved by the Company’s stockholders, the chairman of the Annual Meeting elected not to adjourn the meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.

ATTACHMENTS / EXHIBITS

AETHLON MEDICAL, INC. 2020 EQUITY INCENTIVE PLAN, AS AMENDED TO DATE

XBRL SCHEMA FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

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