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- Substantial Doubt (new) — Management and auditor have expressed substantial doubt about the company's ability to continue as a going concern within 12 months.
- Going Concern (new) — The company's status as a going concern is uncertain, which could harm its share price, credibility, and commercial relationships.
- Significant Subsequent Issuance Activity (new) — The dilution table omits 800,111 shares sold after March 31, 2026, which would materially lower net tangible book value per share and increase dilution.
Aethlon Medical files S-1 for best-efforts offering of common stock and warrants at $2.00 per share
Filed June 22, 2026 · ~1 min read
Key Changes
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high
Best-efforts offering with no minimum; company may raise far less than maximum and proceeds are not determinable.
The Offering verify on EDGAR → -
high
Assumed combined offering price of $2.00 per share and accompanying warrant, based on last reported sale price on June 15, 2026.
The Offering verify on EDGAR → -
high
Company has never been profitable and generated no revenue in fiscal years 2026 and 2025.
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high
Management and auditor have expressed substantial doubt about ability to continue as a going concern within 12 months.
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medium
Proceeds intended for general corporate purposes including R&D, clinical trials, capex, working capital, and possible acquisitions.
Use of Proceeds verify on EDGAR → -
high
Dilution analysis shows new investors get accretion of $0.07 per share at assumed $2.00 price, but excludes 800,111 post-period ATM shares.
Dilution verify on EDGAR →
Summary
Aethlon Medical, a clinical-stage medical device company developing the Hemopurifier, has filed an S-1 for a best-efforts offering of common stock and warrants at an assumed combined price of $2.00 per share. The offering has no minimum, so the company may raise far less than the maximum, and proceeds are not determinable. The company has never been profitable and generated no revenue in the last two fiscal years.
Management and the auditor have expressed substantial doubt about the company's ability to continue as a going concern within 12 months, with cash on hand of approximately $5 million as of March 31, 2026. The dilution analysis shows new investors would receive accretion of $0.07 per share at the assumed price, but this excludes 800,111 shares sold after March 31, 2026, which would increase dilution.
Proceeds are intended for general corporate purposes, including R&D, clinical trials, and working capital. The company faces significant risks, including potential Nasdaq delisting if a proposed rule change is adopted. Investors should carefully review the full prospectus, including the audited financial statements and risk factors, before making an investment decision.
Section-by-Section Diff
The Offering · The Offering
Best-efforts offering of common stock and warrants at $2.00 per share, with no minimum and proceeds not determinable.
Added in current filing · verify on EDGAR →
The Offering is a best-efforts offering, no minimum amount of securities is required to be sold, and we may not raise the amount of capital we believe is required for our business plans, including our near-term business plans.
The offering is best-efforts with no minimum, meaning the company may raise far less than the maximum. Proceeds are not determinable and investors will not get a refund if the offering falls short.
Added in current filing · verify on EDGAR →
at an assumed combined public offering price of $2.00 per share and accompanying warrant (the last reported sale price of our common stock on The Nasdaq Capital Market on June 15, 2026)
The assumed combined offering price is $2.00 per share plus warrant, based on the last reported sale price on June 15, 2026. This is an assumed price, not a final set price.
Added in current filing · verify on EDGAR →
purchasers of our common stock in this offering will incur immediate accretion of $0.07 per share in the net tangible book value of the common stock they acquire.
The company states purchasers will incur immediate accretion of $0.07 per share in net tangible book value, meaning the offering price is below net tangible book value per share. This is unusual and may indicate the shares are being offered at a discount to book value.
Added in current filing · verify on EDGAR →
Each warrant will have an exercise price of not less than 100% of the last reported sale price of our common stock as of the close of the trading day immediately preceding the pricing of this offering and will expire on the 5th anniversary of the date they first become exercisable.
Warrants have an exercise price at or above the last sale price before pricing and expire five years after becoming exercisable. If the stock price does not exceed the exercise price, the warrants may have no value.
Added in current filing · verify on EDGAR →
We will not receive any meaningful amount of additional funds upon the exercise of the Pre-Funded Warrants.
Pre-funded warrants are exercisable for a nominal cash price, so the company will not receive meaningful additional funds upon exercise. This means the offering proceeds are effectively fixed at the initial sale of the pre-funded warrants.
Prospectus Summary · Prospectus Summary
Aethlon Medical is developing the Hemopurifier, a clinical-stage device for cancer and viral infections, with an ongoing Australian oncology trial.
Added in current filing · verify on EDGAR →
There is substantial doubt about our ability to continue operations for 12 months following our most recent financial statements.
The company discloses substantial doubt about its ability to continue as a going concern, meaning it may not have enough cash to operate for the next year. This is a critical risk for investors.
Added in current filing · verify on EDGAR →
We currently have no revenue streams and may not obtain future government contracts or grants.
The company has no current revenue, which increases its dependence on external financing and makes its business highly speculative.
Added in current filing · verify on EDGAR →
The Offering is on a best-efforts basis with no minimum; we may raise less capital than needed.
The offering is best-efforts with no minimum, meaning the company may not raise the capital it needs, increasing the risk of failure.
Added in current filing · verify on EDGAR →
On June 4, 2026, we completed treatment of the first participant in Cohort 3 of the Company’s Australian oncology trial at Pindara Private Hospital on the Gold Coast of Australia. The participant received three Hemopurifier treatments over a one-week period, each treatment lasting four hours. The participant tolerated the procedures without reported complications.
The company reports completing treatment of the first participant in Cohort 3 of its Australian oncology trial. This is a company-specific update on clinical progress, not boilerplate. The trial is still ongoing with two additional patients needed to complete Cohort 3.
Added in current filing · verify on EDGAR →
The cost of research and development, all of which has been charged to operations, amounted to approximately $1,912,000 and $2,212,000 in the fiscal years ended March 31, 2026 and 2025, respectively.
The company discloses its R&D spending for the last two fiscal years. This is a specific financial figure relevant to investors assessing the company's investment in its pipeline. The amounts are relatively modest for a clinical-stage medical device company.
Added in current filing · verify on EDGAR →
As of the date of this report, our patent portfolio includes: · 4 issued U.S. patents · 27 issued foreign patents which include (i) European patents granted by the European Patent Office that are pending validation in designated jurisdictions and (ii) certain patents for which required annuity payments have not been made and for which the status has not yet been confirmed · 18 pending patent applications worldwide
The company provides a snapshot of its intellectual property holdings. The note about unpaid annuity payments and unconfirmed status for some foreign patents is a specific detail that could signal potential lapses in patent protection. This is company-specific and relevant to the durability of its technology.
Added in current filing · verify on EDGAR →
We believe that the Hemopurifier will be classified as a Class III device and as such will be subject to PMA submission and approval.
The company states its expectation that the Hemopurifier will require the most stringent FDA approval pathway (Class III PMA). This is a company-specific regulatory risk factor that affects timeline and cost to market. It is not generic boilerplate because it is tied to the specific device.
Added in current filing · verify on EDGAR →
On June 6, 2025, the Company completed a reverse split of its outstanding shares of common stock at a ratio of 1-for-8.
The company completed a 1-for-8 reverse stock split in June 2025, which may indicate prior stock price weakness and can affect share liquidity and valuation.
Use of Proceeds · Use of Proceeds
Proceeds will fund general corporate purposes including R&D, clinical trials, capex, working capital, and possible acquisitions.
Added in current filing · verify on EDGAR →
We currently intend to use the proceeds for general corporate purposes which will include research and development expenses, clinical trial expenses, capital expenditures and working capital.
The company states its intended use of the offering proceeds. This is a broad, general-purpose allocation with no specific amounts or priorities disclosed.
Added in current filing · verify on EDGAR →
We may also use a portion of the net proceeds from the Offering to in-license, acquire, or invest in complementary businesses, technologies, products or assets.
The company leaves open the possibility of using proceeds for acquisitions or investments, which introduces uncertainty about how funds will ultimately be deployed.
Added in current filing · verify on EDGAR →
$2.00 per share.
The offering price is stated as $2.00 per share. This is the final price for the offering as disclosed in this filing.
Dilution · Dilution
Dilution analysis shows new investors get accretion of $0.07 per share at assumed $2.00 price, but excludes 800,111 post-period ATM shares.
Added in current filing · verify on EDGAR →
Subsequent to March 31, 2026 and prior to the date of this prospectus supplement, we sold an aggregate of 800,111 shares of our common stock pursuant to our at-the-market facility. These subsequent issuances are not reflected in the dilution calculations below.
The dilution table uses 1,570,449 shares outstanding as of March 31, 2026, but the company sold 800,111 more shares after that date. Those shares are excluded, so the actual net tangible book value per share is lower than the $3.11 shown, and dilution to new investors would be greater than the table indicates.
Added in current filing · verify on EDGAR →
After giving effect to the assumed sale by us of 6,000,000 shares of our common stock (assuming no pre-funded warrants in lieu of common stock are issued) and warrants to purchase up to 6,000,000 shares of our common stock in this offering at an assumed combined public offering price of $2.00 per share and accompanying warrant (the last reported sale price of our common stock on The Nasdaq Capital Market on June 15, 2026)
The dilution analysis assumes 6,000,000 shares plus 6,000,000 warrants at a combined price of $2.00 per share and warrant. This is an assumed price based on the last reported sale price, not a final offering price. The actual terms may differ.
Added in current filing · verify on EDGAR →
As of March 31, 2026, our net tangible book value was approximately $4.9 million, or approximately $3.11 per share.
The company's net tangible book value per share before the offering is $3.11. This is the baseline used to calculate dilution. It is based on 1,570,449 shares outstanding and does not include the 800,111 shares sold after March 31, 2026.
Added in current filing · verify on EDGAR →
our as adjusted net tangible book value as of March 31, 2026 would have been approximately $15.7 million, or approximately $2.07 per share. This represents an immediate decrease in net tangible book value of $1.04 per share to existing stockholders and an immediate accretion of $ 0.07 per share to new investors purchasing shares of our common stock and accompanying warrants in this offering
After the assumed offering, net tangible book value per share drops to $2.07, a decrease of $1.04 for existing stockholders. New investors buying at $2.00 per share and warrant would see accretion of $0.07 per share, assuming no value is attributed to the warrants. This means new investors pay less than the post-offering book value per share.
Added in current filing · verify on EDGAR →
The table and discussion above are based on 1,570,449 shares of our common stock outstanding as of March 31, 2026 and excludes as of such date: · 659 shares of common stock issuable upon the exercise of outstanding stock options under our equity incentive plan at a weighted-average exercise price of $1,305.04 per share; · 87,260 shares of common stock issuable pursuant to outstanding restricted stock units; · 132,109 shares of common stock reserved for future issuance under our equity incentive plan; · 1,957,490 shares of common stock reserved for issuance upon the exercise of outstanding warrants at a weighted-average exercise price of $6.48 per share; and · 800,111 shares of common stock sold pursuant to the Company’s ATM facility, subsequent to the period ended, March 31, 2026.
The dilution table excludes all outstanding options, RSUs, warrants, and the post-period ATM shares. If these were exercised or included, the number of shares outstanding would increase, further diluting existing stockholders and reducing the accretion to new investors. The warrants have a weighted-average exercise price of $6.48, which is above the assumed offering price, so they may not be exercised soon, but the options have a very high exercise price of $1,305.04, making them unlikely to be exercised.
Risk Factors · Risk Factors
Aethlon Medical has never been profitable, has no revenue, and faces substantial doubt about its ability to continue as a going concern.
Added in current filing · verify on EDGAR →
management concluded that there were conditions and events which raised substantial doubt as to the Company’s ability to continue as a going concern within twelve months after the date of the issuance of the financial statements included in this incorporated by reference herein.
The company's management has concluded that there is substantial doubt about its ability to continue as a going concern within twelve months. This is a critical risk for investors because it signals potential insolvency or inability to fund operations.
Added in current filing · verify on EDGAR →
We have never been profitable. We did not generate any revenue during the fiscal years ended March 31, 2026 and March 31, 2025.
The company has never been profitable and generated no revenue in the last two fiscal years. This indicates a pre-revenue stage with high uncertainty about future commercialization.
Added in current filing · verify on EDGAR →
there is substantial doubt that our cash on hand will carry the company for 12 months beyond the filing date of the financial statements included in the Annual Report for the period ended March 31, 2026.
The company has approximately $5 million in cash as of March 31, 2026, but management doubts it will last 12 months. This raises immediate liquidity concerns.
Added in current filing · verify on EDGAR →
If the proposed Nasdaq rule to adopt a $5 million minimum market value of listed securities standard is approved and we fail to comply, our common stock could be suspended and delisted, which would materially harm our business.
A proposed Nasdaq rule change could require a $5 million minimum market value of listed securities. If adopted and the company fails to comply, its stock could be delisted, harming liquidity and capital-raising ability.
Experts · Experts
Auditor Haskell & White issued a going-concern explanatory paragraph on Aethlon Medical's financials.
Added in current filing · verify on EDGAR →
explanatory paragraph describing conditions that raise substantial doubt about the Company’s ability to continue as a going concern
The independent auditor's report on the consolidated financial statements includes an explanatory paragraph stating that conditions raise substantial doubt about the company's ability to continue as a going concern. This is a significant risk factor for investors.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 30, 2026 · How we verify