AEMD 10-K & 10-Q changes, risk factors and insider trading
Aethlon Medical Inc. · Nasdaq · Surgical & Medical Instruments & Apparatus · CIK 882291 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our success depends in part on our ability to obtain, maintain, protect and enforce intellectual property protection for our proprietary technologies and products.”
New heading “We may not be able to protect our intellectual property and proprietary rights throughout the world.”
New heading “Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment, and other requirements imposed by government patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.”
New heading “Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our products.”
New heading “Issued patents covering our Hemopurifier devices and other proprietary technologies we may develop could be found invalid or unenforceable if challenged in court or before administrative bodies in the United States or abroad.”
New heading “If we do not obtain a Patent Term Extension (PTE) for our products or product candidates, our business may be materially harmed.”
New heading “We may be subject to claims challenging the inventorship of our patents and other intellectual property.”
New heading “If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.”
New heading “We may be subject to claims that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.”
New heading “We may be at risk that our former employees may wrongfully use or disclose our trade secrets.”
New heading “Third-party claims of intellectual property infringement, induced intellectual property infringement, misappropriation or other violation against us or our collaborators may prevent or delay the development and commercialization of our products, product candidates and other proprietary technologies we may develop.”
New heading “In the ordinary course, we have been and again may become involved in lawsuits to protect or enforce our patents and other intellectual property rights, which could be expensive, time consuming, and unsuccessful.”
New heading “If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.”
New heading “Intellectual property rights do not necessarily address all potential threats.”
New heading “If Nasdaq adopts proposed continued listing standards requiring a minimum market value of listed securities of at least $5 million and we fail to satisfy such requirements, our common stock could become subject to delisting proceedings, which could materially harm our business.”
Removed heading “If we are unable to protect our proprietary technology and preserve our trade secrets, we will increase our vulnerability to competitors which could materially adversely impact our ability to remain in business.”
Removed heading “If we are required to engage in expensive and lengthy litigation to enforce our intellectual property rights, such litigation could be very costly and the results of such litigation may not be satisfactory.”
Removed heading “Other companies may claim that our technology infringes on their intellectual property or proprietary rights and commence legal proceedings against us which could be time-consuming and expensive and could result in our being prohibited from developing, marketing, selling or distributing our products.”
Largest changes
“On January 13, 2026, Nasdaq filed a proposed rule change with the Securities and Exchange Commission, or SEC, to adopt a new continued listing requirement applicable to companies listed on the Nasdaq Global Market and the Nasdaq Capital Market requiring the maintenance of a minimum Market Value of Listed Securities, or MVLS, of at least $5 million. Under the proposal, a company that fails to maintain an MVLS of at least $5 million for 30 consecutive business days could become subject to suspension and delisting proceedings. …”see in full comparison
“If Nasdaq adopts proposed continued listing standards requiring a minimum market value of listed securities of at least $5 million and we fail to satisfy such requirements, our common stock could become subject to delisting proceedings, which could materially harm our business.”see in full comparison
“In the ordinary course, we have been and again may become involved in lawsuits to protect or enforce our patents and other intellectual property rights, which could be expensive, time consuming, and unsuccessful.”see in full comparison
“If we are required to engage in expensive and lengthy litigation to enforce our intellectual property rights, such litigation could be very costly and the results of such litigation may not be satisfactory.”see in full comparison
If at any time our common stocksee in full comparisonstockis not listed on a national securities exchange or we have net tangible assets of $2,000,000 or less, or we have an average revenue ofofless than $6,000,000 for the last three years, and our common stock has a market price per share of less than $5.00, transactions in ourourcommon stock will be subject to the SEC’s “penny stock” rules.Currently,Although our common stock is currently listed on the Nasdaq Capital Market and is therefore generally exempt from the SEC’s penny stock rules, if our common stock were delisted from Nasdaq and otherwise met the criteria for classification as a penny stock, transactions in our common stock could become subject to the SEC’s“penny stock”rulesrules,promulgatedwhichundercould adversely affect theExchange Actliquidity andasmarketapriceresult, broker-dealers may find it difficult to effectuate customer transactions and trading activity inof oursecuritiescommonmay be adversely affected.stock. For any transaction involving a penny stock, unless exempt, the rules require:
“Third-party claims of intellectual property infringement, induced intellectual property infringement, misappropriation or other violation against us or our collaborators may prevent or delay the development and commercialization of our products, product candidates and other proprietary technologies we may develop.”see in full comparison
Full comparison: every changed paragraph (127)
We have never been profitable.
We did not generate any revenue during the fiscal years ended March 31, 20252026 and March 31, 2024.2025. In prior fiscal years we did recordrecorded revenue
from government contracts.contracts, Wehowever, we do not currently have any research grants or contracts. It is possible that we may not be able
to enter
into future government contracts. Future profitability, if any, will require the successful commercialization of our Hemopurifier
technology technology
or any other product that we develop or from additional government contract or grant income we may obtain. We may not be able
to successfully
commercialize the Hemopurifier or any other products, and even if commercialization is successful, we may never be profitable. While
Although we
currently have over $5.5 million inhad cash and cash equivalents andof haveapproximately been$5.5 carryingmillion outas certainof expenseMarch reductions31, since November 2023,
our planned additional expense reductions may not materialize and/or our2026, patient recruitment may occur more rapidly
than expected along
with the concomitant increases in expenses; therefore 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 this Annual Report.
We do planexpect to accessseek theadditional
capital through equity
markets forfinancings additionaland capital,other potential sources of funding; however, there can be no assurance that wesuch financing will
be ableavailable toon accessacceptable suchterms, additionalin capital.sufficient amounts, or at all.
We will require significant additional
additional financing for our operations and for expected additional future clinical trials in the United States, IndiaStates and Australia,
regulatory clearances,
and continued research and development activities for the Hemopurifier and other future products. In addition,
as we expand our activities,
our overhead costs to support personnel, laboratory materials and infrastructure will increase. We may also
choose to raise additional
funds in debt or equity financings if they are available to us on reasonable terms to increase our working
capital and to strengthen our
financial position. Any sale of additional equity or convertible debt securities could result in dilution
of the equity interests of our
existing stockholders. Additionally, new investors may require that we and certain of our stockholders
enter into voting arrangements
that give them additional voting control or representation on our Board of Directors. If required financing
is unavailable to us on reasonable
terms, or at all, we may be unable to support our operations, including our research and development
activities, which would have a material
adverse effect on our ability to commercialize our products or continue our business.
WeThere mayis notsubstantial
doubt currently
orabout inour the future be ableability to continue as a going concern.
Delays, interruptions or the cessation of production
production by our third-party suppliers of important materials or delays in qualifying new materials, hashave and may continue to prevent
or delay our
ability to manufacture our Hemopurifier.
We received approval from the
the FDA for our IDE supplement to manufacture Hemopurifiers at our site in San Diego. The manufacturing of our Hemopurifier is difficult and
and complex. To support our current clinical trial needs, we comply with and intend to continue to comply with current FoodGood Manufacturing
Practices, or cGMP in the manufacture of our product. Our ability to adequately manufacture and supply our Hemopurifier in a timely mattermanner
is dependent on the uninterrupted and efficient operation of our facilities and those of third parties producing raw materials and supplies
upon which we rely in our manufacturing. The manufacture of our products may also be impacted by:
Any future interruption in the
the manufacture and supply of our Hemopurifier could delay shipments of our Hemopurifier for use in clinical trials in the United States,States and,
Australia and India.Australia.
Specifically, the Hemopurifier
contains three critical components with limited supplier numbers. The base cartridge on which the Hemopurifier is constructed is sourced
from Medica S.p.AS.p.A. and we are dependent on the continued availability of these cartridges. We currently purchase the diatomaceous earth
from Janus Scientific Inc., our distributor; however, the product is manufactured by Imerys Minerals Ltd., which is the only supplier
of this product. The GNA is sourced from Vector Laboratories, Inc. andAlthough also is available from otheralternate suppliers; however,exist Sigmaregulatory Aldrich
is our only potential back up supplier at this timereview and approval would
be required before we arecould inutilize thea processreplacement ofsource. working with the FDA to obtain regulatory approval for
this supplier. AAny business interruption at any of these sources, including the interruption
resulting from the delaydelays in obtaining FDA approval
of our new GNA supplier, hasqualifying and mayobtaining continueany tonecessary regulatory approvals of alternate suppliers, could have a material
impact on our ability to manufacture the Hemopurifier.
Even if we are successful in
in developing the Hemopurifier and obtain FDA and other regulatory approvals necessary for commercialization, our products may not compete
effectively with other successful products. Researchers are continually learning more about diseases, which may lead to new technologies
for treatment. Our competitors may succeed in developing and marketing products that are either more effective than those that we may
develop, alone or with our collaborators, or that are marketed before any products we develop are marketed. Our competitors include fully
integrated pharmaceutical companies and biotechnology companies as well as universities and public and private research institutions.
Many of the organizations competing with us have substantially greater capital resources, larger research and development staffsstaff and facilities,
greater experience in product development and in obtaining regulatory approvals, and greater marketing capabilities than we do. If our
competitors develop more effective pharmaceutical treatments for infectious disease or cancer, or bring those treatments to market before
we can commercialize the Hemopurifier for such uses, we may be unable to obtain any market traction for our products, or the diseases
we seek to treat may be substantially addressed by competing treatments. If we are unable to successfully compete against larger companies
in the pharmaceutical industry, we may never generate significant revenue or be profitable.
Our success depends in part on our ability to obtain, maintain, protect and enforce intellectual property protection for our proprietary technologies and products.
We rely on a combination of patent, trade secret, copyright and trademark laws, as well as confidentiality agreements, licensing agreements and other agreements, to establish and protect our proprietary rights. Our success also depends, in part, on our ability to avoid infringing patents issued to others. If we were judicially determined to be infringing on any third-party patent, we could be required to pay damages, alter our products or processes, obtain licenses or cease sales of products or certain activities.
Our pending and future patent applications may not result in issued patents, and any patents that are issued may not provide meaningful protection or commercial advantage, may be challenged, narrowed, invalidated or circumvented by third parties, or may not prevent competitors from developing similar technologies. In addition, patent protection in foreign jurisdictions may be less extensive than in the United States.
We also rely on unpatented trade secrets, proprietary know-how and technological expertise. Third parties may independently develop similar technology, obtain access to our proprietary information, or disclose our confidential information.
We rely, in part, on confidentiality agreements with our marketing partners, employees, advisors, vendors and consultants to protect our trade secrets and proprietary technological expertise.
These measures may not adequately protect our proprietary rights. If we are unable to adequately protect our intellectual property and proprietary technology, our business, financial condition and results of operations could be materially adversely affected.
To achieve the levels of production
necessary to commercialize our Hemopurifier and any other future products, we will need to secure large-scale manufacturing agreements
with contract manufacturers which comply with good manufacturing practice standards and other standards prescribed by various federal,
state and local regulatory agencies in the United States and any other country of use. We have limited experience coordinating and overseeing
the manufacture of medical device products on a large-scale.large scale. It is possible that manufacturing and control problems will arise as we attempt
to commercialize our products and that manufacturing may not be completed in a timely manner or at a commercially reasonable cost. In
addition, we may not be able to adequately finance the manufacture and distribution of our products on terms acceptable to us, if at all.
If we cannot successfully oversee and finance the manufacture of our products if they obtain regulatory clearances, we may never generate
revenue from product sales and we may never be profitable.
As
disclosed in Item 9A in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, management identified a material
weakness in the segregation of duties within our financial systems. Specifically, user access controls were not sufficiently maintained
to properly restrict both user and privileged access to financial applications within our accounting software system to initiate, record
and approve entries. We also noted that check stock was secured in an authorized signatory’s office. During 2017 through 2020, the
Company incorrectly recorded accrued commission liability of approximately $404,000. The Company reversed accrued commission liability
of approximately $404,000 during the year ended March 31, 2024 related to this error in accounting under U.S. GAAP. The Company originally
failed to correctly apply appropriate accounting principles in recording the transaction, and the error was not detected and corrected
in a timely manner, resulting in an adjustment to the financial statements. Management has discussed with counsel appropriate measures
to record such potential commission liabilities in the future and will implement a quarterly review of all accruals. The reversal of the
accrued commission liability into equity as of March 31, 2024 corrected the impact of the error.
Since
that time, we have implemented several remediation measures, including enhanced user access controls, segregation of duties, relocation
of check stock to a secure, access-controlled area, and the implementation of a quarterly review process for all significant accruals.
Management has also consulted with legal counsel to clarify how potential commission liabilities should be recorded in the future. The
reversal of the commission accrual into equity as of March 31, 2024 corrected the impact of the historical error.
As
of March 31, 2025, management has concluded that the previously identified material weakness has been remediated. While we are committed
to maintaining a robust control environment, there can be no assurance that future material weaknesses will not be identified.
Our Hemopurifier product may be
be made unmarketable prior to commercialization by us by new scientific or technological developments by others with new treatment modalities
that are more efficacious and/or more economical than our products. TheCompanies homelandare securitydeveloping industrya iswide growingrange rapidlyof therapies, medical devices,
immunotherapies, biologics, blood purification technologies and other treatment approaches that may compete with manythe competitorsHemopurifier for
thatthe arepatient tryingpopulations and disease indications we seek to developaddress. products or vaccines to protect against infectious disease. Any oneAnyone of our competitors could develop a more
effective product which
would render our technology obsolete. Further, our ability to achieve significantcommercial and sustained penetrationacceptance of
our keythe targetHemopurifier markets will dependdepends upon our success
in developing or acquiring technologies developed by other companies, either independently,
through joint ventures or through acquisitions.
If we fail to develop or acquire, and manufacture and sell, products that satisfy our
customers’ demands, or we fail to respond
effectively to new product announcements by our competitors by quickly introducing competitive
products, then market acceptance of our
products could be reduced and our business could be adversely affected. Our products may not remain
competitive with products based on
new technologies.
We have 9 full-time employees.
We utilize, whenever appropriate, consultants in order to conserve cash and resources. Although we believe that these employees
and and
consultants will be able to handle most of our additional administrative, research and development and business development in the
near near
term, we will nevertheless be required over the longer-term to hire highly skilled managerial, scientific and administrative personnel
to fully implement our business plan and growth strategies. Due to the specialized scientific nature of our business, we are highly dependent
upon our ability to attract and retain qualified scientific, technical and managerial personnel. Competition for these individuals, especially
in San Diego, California, where many biotechnology companies are located, is intense and we may not be able to attract, assimilate or
retain additional highly qualified personnel in the future. We may not be able to engage the services of qualified personnel at competitive
prices or at all, particularly given the risks of employment attributable to our limited financial resources and lack of an established
track record. Also, if we are required to attract personnel from other parts of the U.S. or abroad, we may have significant difficulty
doing so due to the high cost of living in the Southern California area and due to the costs incurred with transferring personnel to
the the
area. If we cannot attract and retain qualified staffpersonnel, our product development, clinical development and executives,regulatory we willactivities
could be unabledelayed toor developadversely affected, which could materially harm our productsbusiness, financial condition and achieveresults regulatory
clearance,of and our business could fail.operations.
We will need to significantly
expand our operations to implement our longer-term business plan and growth strategies. We will also be required to manage multiple relationships
with various strategic partners, technology licensors, customers, manufacturers and suppliers, consultants and other third parties. This
expansion and these expanded relationships will require us to significantly improve or replace our existing managerial, operational and
financial systems, procedures and controls; to improve the coordination between our various corporate functions; and to manage, train,
motivate and maintain a growing employee base. The time and costs to effectuate these steps may place a significant strain on our management
personnel, systems and resources, particularly given the limited amount of financial resources and skilled employees that may be available
at the time. We may not be able to institute, in a timely manner or at all, the improvements to our managerial, operational and financial
systems, procedures and controls necessary to support our anticipated increased levels of operations and to coordinate our various corporate
functions, or that we may not be able to properly manage, train, motivate and retain our anticipated increased employee base. If we cannot
manage our growth initiatives, including our expansion of our clinical trials in IndiaAustralia and potentially in other countries, we will
be be
unable to commercialize our products on a large-scale in a timely manner, if at all, and our business could fail.
The directors and management
of publicly traded corporations are increasingly concerned with the extent of their personal exposure to lawsuits and stockholder claims,
as well as governmental and creditor claims which may be made against them, particularly in view of recent changes inevolving securities lawslaws, corporate
imposinggovernance additional duties, obligationsrequirements and liabilities on management and directors.regulatory. Due to these perceived risks, directors and management
are also becoming increasingly concerned
with the availability of directors’ and officers’ liability insurance to pay on a
timely basis the costs incurred in defending
such claims. While we currently carry directors’ and officers’ liability insurance,
such insurance is expensive and could
be difficult to maintain in the future. If we are unable to continue or provide directors’
and officers’ liability insurance
at affordable rates or at all, it may become increasingly more difficult to attract and retain
qualified outside directors to serve on
our Board of Directors. We may lose potential independent board members and management candidates
to other companies in the biotechnology
field that have greater directors’ and officers’ liability insurance to insure them
from liability or to biotechnology companies
that have revenues or have received greater funding to date which can offer greater compensation
packages. The fees of directors are
also rising in response to their increased duties, obligations and liabilities. In addition, our products
could potentially be harmful
to users, and we are exposed to claims of product liability including for injury or death. We have limited
insurance and may not be able
to afford robust coverage even as our products are introduced into the market. As a company with limited
resources and potential exposures
to management, we will have a more difficult time attracting and retaining management and outsideindependent independent
directors than a more established
public or private company due to these enhanced duties, obligations and potential liabilities.
Our business prospects depend
on our ability to complete studies, commence and complete our planned clinical trials, including our ongoing andclinical plannedtrial studiesevaluating
the Hemopurifier in patients with solid
tumors inand cancer,any future clinical studies obtain satisfactory results, obtain required regulatory
approvals and successfully commercialize our Hemopurifier product
candidate. Completion of our clinical trials, announcement of results
of the trials and our ability to obtain regulatory approvals could
be delayed for a variety of reasons, including:
Any product for which we obtain
clearance or approval, if any, and the manufacturing processes, reporting requirements, post-approval clinical data and promotional activities
for such product, will be subject to continued regulatory review, oversight and periodic inspections by the FDA and other domestic and
foreign regulatory bodies. In particular, we and our third-party suppliers may be required to comply with the FDA’s Quality Management
System
Regulation, or QSR.QMSR, which incorporates by reference ISO 13485:2016 and establishes quality management system requirements for
medical device manufacturers. These FDArequirements regulations covergovern the methods and documentation of the design, testing, production, control, quality
assurance, assurance,
labeling, packaging, sterilization, storage and shipping of our products. Compliance with applicable regulatory requirements
is subject
to continual review and is monitored rigorously through periodic inspections by the FDA. If we, or our manufacturers, fail
to adhere to
QSR applicable quality system requirements in the United States, this could delay production of our products and lead to fines,
difficulties in obtaining regulatory
clearances, recalls, enforcement actions, including injunctive relief or consent decrees, or other
consequences, which could, in turn,
have a material adverse effect on our financial condition or results of operations.
In addition, the FDA assesses
compliance with the QSRQMSR through periodic announced and unannounced inspections of manufacturing and other facilities. The failure by
us us
or one of our suppliers to comply with applicable statutes and regulations administered by the FDA, or the failure to timely and adequately
respond to any adverse inspectional observations or product safety issues, could result in any of the following enforcement actions:
Any of these sanctions could have
have a material adverse effect on our reputation, business, results of operations and financial condition. Furthermore, our key component
suppliers may
not currently be or may not continue to be in compliance with all applicable regulatory requirements, which could result
in our failure
to produce our products on a timely basis and in the required quantities, if at all.
Under the FDA medical device reporting
reporting regulations, medical device manufacturers are required to report to the FDA information that a device has or may have caused
or contributed
to a death or serious injury or has malfunctioned in a way that would likely cause or contribute to death or serious injury
if the malfunction
of the device or one of our similar devices were to recur. If we fail to report these events to the FDA within the
required timeframes,
or at all, the FDA could take enforcement action against us. Any such adverse event involving our products also could
result in future
voluntary corrective actions, such as recalls or customer notifications, or agency action, such as inspection or enforcement
action. Any
corrective action, whether voluntary or involuntary, as well as defending ourselves in a lawsuit, will require thededication dedication
of our time
and capital, distract management from operating our business, and may harm our reputation and financial results.
If we or our manufacturers or
or other third-party contractors fail to comply with applicable federal, state or foreign laws or regulations, we could be subject to regulatory
regulatory actions, which could affect our ability to successfully develop, market and sell our Hemopurifier product candidate or any
future product
candidates, if any, and could harm our reputation and lead to reduced or non-acceptance of our proposed product candidates
by the market.
Even technical recommendations or evidence by the FDA through letters, site visits, and overall recommendations to academia
or biotechnology
companies may make the manufacturing of a clinical product extremely labor intensive or expensive, making the product
candidate no longer
viable to manufacture in a cost-efficient manner. The modeclinical and operational requirements associated with administration of administrationthe Hemopurifier
may makelimit thephysician productadoption, candidatepatient notacceptance commercially
viable.or commercial viability. The required testing of the product candidate may make that
candidate no longer commercially viable. The conduct of clinical trials
trials, particularly those involving infectious agents, may be critiqued
by the FDA, or a clinical trial site’s IRBIRB, orbiosafety Institutionalcommittees Biosafetyother Committee,oversight bodies, which may delay or make impossible clinical
clinical testing of a product candidate. The IRB for a clinical trial may stop a trial or deem a product candidate unsafe to continue testing.
testing. This would have a material adverse effect on the value of the product candidate and our business prospects.
We have not received, and may never receive,
regulatory approval from the FDA to market athe medical deviceHemopurifier in the United States.States, Australia or other jurisdictions.
Before a new medical device can
can be marketed in the United States, it must first receive a PMA or 510(k) clearance from the FDA, unless an exemption applies. A PMA submission,
submission, which is a higher standard than a 510(k) clearance, is used to demonstrate to the FDA that a new or modified device is safe
and effective.
The 510(k) is used to demonstrate that a device is “substantially equivalent” to a predicate device, that is,
one that has
been cleared by the FDA. We expect that any product we seek regulatory approval for, including the Hemopurifier, will require
a PMA. The
FDA approval process involves, among other things, successfully completing clinical trials and filing for and obtaining a PMA. In addition,
our clinical development activities in Australia are subject to oversight by the Therapeutic Goods Administration (“TGA”) and
applicable ethics review bodies, and we may seek future regulatory approvals in Australia and other foreign jurisdictions. Regulatory
authorities outside the United States may impose different requirements, standards and review processes than those imposed by the FDA
and obtaining regulatory approval in one jurisdiction does not guarantee approval in another jurisdiction. The PMA process requires us
to prove the safety and effectiveness of our products to the FDA’s satisfaction. This process, which
includes preclinical studies
and clinical trials, can take many years and requires the expenditure of substantial resources and may include
post-marketing surveillance
to establish the safety and efficacy of the product. Notwithstanding the effort and expense incurred, the
process may never result in
the FDA granting a PMA. Data obtained from preclinical studies and clinical trials are subject to varying
interpretations that could delay,
limit or prevent regulatory approval. Delays or rejections may also be encountered based upon changes
in governmental policies for medical
devices during the period of product development. The FDA can delay, limit or deny approval of a
PMA application for many reasons, including:
Modifications to products that
that are approved through a PMA application generally need FDA approval. Similarly, some modifications made to products cleared through
a 510(k)
may require a new 510(k). The FDA’s 510(k) clearance process usually takes from three to 12 months,months but may last longer.
The process
of obtaining a PMA is much costlier and more uncertain than the 510(k) clearance process and generally takes from one to three years,
years, or even longer, from the time the application is submitted to the FDA until an approval is obtained. Any of our products considered to
to be a class III device, which are considered to pose the greatest risk and the approval of which is governed by the strictest guidelines,
will require the submission and approval of a PMA in order for us to market it in the United States. We also may design new products in
the future that could require the clearance of a 510(k).
We are advancing product candidates
under governmental policies that regulate the development and commercialization of medical treatment countermeasures against bioterror
and pandemic threats. While we intend to pursue FDA market clearance to treat infectious bioterror and pandemic threats, it is often
not feasible to conduct human studies against these deadly high threat pathogens. For example, the Hemopurifier is an investigational
device that has not yet received FDA approval for any indication. We continue to investigate the potential for the use of the Hemopurifier
in viral diseases under an open IDE and our FDA Breakthrough Designation for “…the treatment of life-threatening glycosylated
viruses that are not addressed with an approved therapy.” We currently have an open FDA approved Expanded Access Protocol for the
treatment of Ebola infected patients in the United States and a corresponding HealthCanadaHealth Canada approval in Canada. Based on our studies to
date, we believe the Hemopurifier can potentially clear many viruses that are pathogenic in humans, including HCV, HIV, Monkeypox and
Ebola.
Any research and development,
pre-clinical testing and clinical trial activities involving our Hemopurifier and any additional products that we may develop are subject
to extensive regulation and review by numerous governmental authorities both in the United States and abroad. Clinical studies must be
conducted in compliance with FDA regulationsregulations, or the FDA may take enforcement action. The data collected from these clinical studies
may may
ultimately be used to support market clearance for these products. Even if our clinical trials are completed as planned, the results
of of
these trials may not support our product candidate claims and the FDA may not agree with our conclusions regarding the trial results.
Success in pre-clinical studies and early clinical trials does not ensure that later clinical trials will be successful, and the later
trials may not replicate the results of prior trials and pre-clinical studies. The clinical trial process may fail to demonstrate that
our product candidates are safe and effective for the proposed indicated uses, which could cause us to abandon a product candidate and
may delay development of others. Any delay or termination of our clinical trials will delay the filing of our product submissions and,
ultimately, our ability to commercialize our product candidates and generate revenues. It is also possible that patients enrolled in
clinical clinical
trials will experience adverse side effects that are not currently part of the product candidate’s profile.
U.S. legislative or FDA or TGA regulatory reforms may make it more difficult and costly for us to obtain regulatory approval of our product candidates and to manufacture, market and distribute our products after approval is obtained.
From time to time, legislation
is drafted and introduced in Congress that could significantly change the statutory provisions governing the regulatory approval, manufacture
and marketing of regulated products or the reimbursement thereof. In addition, FDA and TGA regulations and guidance are often revised
or reinterpreted
by the FDA in ways that may significantly affect our business and our products. Any new regulations or revisions or reinterpretations
of existing regulations may impose additional costs or lengthen review times of future products. It is impossible to predict whether legislative
changes will be enacted or FDA or TGA regulations, guidance or interpretations changed, and what the impact of such changes, if any, may
be on
our product development efforts.
In the United States, federal,
state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data
privacy laws, consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), and other similar laws (e.g., wiretapping
laws). For example, the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended by the Health Information
Technology for Economic and Clinical Health Act, or HITECH, imposes specific requirements relating to the privacy, security, and transmission
of individually identifiable health information.
In the ordinary course of our
our business, we and third parties with whom we work may process proprietary, confidential and sensitive information, including personal data,
data, intellectual property, trade secrets, and proprietary business information owned or controlled by ourselves or other third parties, or
or collectively, Sensitive Information. We may use and share Sensitive Information with service providers and subprocessorssub processors and other third
third parties with whom we work to help us operate our business. If we or such third parties with who we work have experienced, or in
the future
experience, any security incident(s) that result in any data loss; deletion or destruction; unauthorized access to; loss, unauthorized
acquisition, disclosure, or exposure of, Sensitive Information, or other compromise related to the security, confidentiality, integrity
of our, or their, information technology, software, services, communications or data, or collection, a Security Breach, it may result
in an adverse impact on our business.
While we have implemented security
security measures designed to protect against Security Breaches, these measures may not be effective. We take steps designed to detect, mitigate,
mitigate, and remediate vulnerabilities in our information technology systems, including our products, hardware and/or software, including that
that of third parties upon which we rely. We may not, however, detect or remediate all such vulnerabilities including on a timely basis. Further,
Further, we may experience delays in developing and deploying remedial measures and patchedpatches designed to address any such identified vulnerabilities.
Vulnerabilities could be exploited and result in a security incident.
Healthcare costs have risen significantly
significantly over the past decade, and there have been and continue to be proposals by legislators, regulators and third-party payors
to decreasecontrol costs.healthcare
spending. Third-partyGovernment and third-party payors are increasingly challengingseek theto pricescontain chargedhealthcare forcosts medicalby productslimiting coverage, reducing reimbursement
rates and servicesimplementing andother instituting
cost containment measures tothat controlmay or significantly influenceaffect the purchaseadoption of new medical products and services.technologies.
For example, in the United States, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010, or collectively, ACA, among other things, reduced and/or limited Medicare reimbursement to certain providers. The Budget Control Act of 2011, as amended by subsequent legislation, reduces Medicare’s payments to providers by two percent through fiscal year 2032. These reductions may reduce providers’ revenues or profits, which could affect their ability to purchase new technologies. Furthermore, the healthcare industry in the United States has experienced a trend toward cost containment as government and private insurers seek to control healthcare costs by imposing lower payment rates and negotiating reduced contract rates with service providers.
For example, in the United
States, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010, or collectively,
ACA, among other things, reduced and/or limited Medicare reimbursement to certain providers. On June 17, 2021, the U.S. Supreme Court
dismissed a challenge on procedural grounds that argued the ACA is unconstitutional in its entirety because the “individual mandate”
was repealed by Congress. Further, on August 16, 2022, President Biden signed the Inflation Reduction Act of 2022, or IRA, into law, which
among other things, extends enhanced subsidies for individuals purchasing health insurance coverage in ACA marketplaces through plan year
2025. The IRA also eliminates the "donut hole" under the Medicare Part D program beginning in 2025 by significantly lowering
the beneficiary maximum out-of-pocket cost and creating a new manufacturer discount program. It is unclear how any such challenges, and
the healthcare reform measures of the Biden administration will impact the ACA and our business. The Budget Control Act of 2011, as amended
by subsequent legislation, further reduces Medicare’s payments to providers by two percent through fiscal year 2032These reductions
may reduce providers’ revenues or profits, which could affect their ability to purchase new technologies. Furthermore, the healthcare
industry in the United States has experienced a trend toward cost containment as government and private insurers seek to control healthcare
costs by imposing lower payment rates and negotiating reduced contract rates with service providers. In July 2021, the Biden Administration
released an executive order, “Promoting Competition in the American Economy,” which contained provisions relating to prescription
drugs. On September 9, 2021, in response to this executive order, the U.S. Department of Health and Human Services, or HHS, released a
Comprehensive Plan for Addressing High Drug Prices that outlines principles for drug pricing reform and sets out a variety of potential
legislative policies that Congress could pursue as well as potential administrative actions HHS can take to advance these principles.
Further, the IRA, among other things (i) directs HHS to negotiate the price of certain high-expenditure, single-source drugs and biologics
covered under Medicare and (ii) imposes rebates under Medicare Part B and Medicare Part D to penalize price increases that outpace inflation.
These provisions will take effect progressively starting in fiscal year 2023, although they may be subject to legal challenges. HHS has
and will continue to issue and update guidance as these programs are implemented. It is currently unclear how the IRA will be implemented
but is likely to have a significant impact on the pharmaceutical industry. In addition, in response to the Biden administration’s
October 2022 executive order, on February 14, 2023, HHS released a report outlining three new models for testing by the Center for Medicare
and Medicaid Innovation which will be evaluated on their ability to lower the cost of drugs, promote accessibility, and improve quality
of care. It is unclear whether the models will be utilized in any health reform measures in the future.
Legislation could be adopted in
in the future that limits payments for our products from governmental payors. In addition, commercial payors such as insurance companies,companies
could adopt similar policies that limit reimbursement for medical device manufacturers’ products. Therefore, it is possible that
our product or the procedures or patient care performed using our product will not be reimbursed at a cost-effective level. We face similar
risks relating to adverse changes in reimbursement procedures and policies in other countries where we may market our products. Reimbursement
and healthcare payment systems vary significantly among international markets. Our inability to obtain international reimbursement approval,
or any adverse changes in the reimbursement policies of foreign payors, could negatively affect our ability to sell our products and have
a material adverse effect on our business and financial condition.
We currently carry a limited
amount of insurance to protect us from bodily injury or property damages arising from hazardous materials. Our product liability policy
has a $5,000,000 limit of liability. For our facilities, our property policy provides $25,000 in coverage for contaminant clean-up or
removal and $100,000 in coverage for damages to the premises resulting from contamination. Should we violate any regulations concerning
the handling or use of hazardous materials,materials or should any injuries or death result from our use or handling of hazardous materials, we
could be the subject of substantial lawsuits by governmental agencies or individuals. We may not have adequate insurance to cover all
or any of such claims, if any. If we were responsible to pay significant damages for violations or injuries, if any, we might be forced
to cease operations since such payments could deplete our available resources.
Our licensors may have relied on third-party consultants or collaborators or on funds from third parties such that our licensors are not the sole and exclusive owners of the patents we in-license. If other third parties have ownership rights to our in-licensed patents, they may be able to license such patents to our competitors, and our competitors could market competing products and technology. This could have a material adverse effect on our competitive position, business, financial conditions, results of operations, and prospects.
Changes in either the patent laws or their interpretation in the United States and other countries may diminish our ability to protect our inventions, obtain, maintain, and enforce our intellectual property rights and, more generally, could affect the value of our intellectual property or narrow the scope of our owned and licensed patents. With respect to both in-licensed and owned intellectual property, we cannot predict whether the patent applications we and our licensors are currently pursuing will issue as patents in any particular jurisdiction or whether the claims of any issued patents will provide sufficient protection from competitors or other third parties. Our pending and issued patent claims for our Hemopurifier devices are not broad, and it is possible that a competitor may seek to make modifications to their product in an effort to design around our patent claims and avoid infringement.
The patent prosecution process is expensive, time-consuming, and complex, and we may not be able to file, prosecute, maintain, enforce, or license all necessary or desirable patent applications at a reasonable cost or in a timely manner. It is also possible we will be unsuccessful in our efforts to identify patentable aspects of our research and development output in time to obtain patent protection. Although we enter into non-disclosure and confidentiality agreements with parties who have access to confidential or patentable aspects of our research and development output, such as our employees, corporate collaborators, outside scientific collaborators, CROs, contract manufacturers, consultants, advisors, and other third parties, any of these parties may breach the agreements and disclose such output before a patent application is filed, thereby jeopardizing our ability to seek patent protection. In addition, our ability to obtain and maintain valid and enforceable patents depends on whether the differences between our inventions and the prior art allow our inventions to be patentable over the prior art. Furthermore, publications of discoveries in the scientific literature often lag the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until 18 months after filing, or in some cases not at all. Therefore, we cannot be certain that we or our licensors were the first to make the inventions claimed in any of our owned or licensed patents or pending patent applications, or that we or our licensors were the first to file for patent protection of such inventions.
The patent position of biotechnology, medical device and life sciences companies generally is highly uncertain, involves complex legal and factual questions, and has been the subject of much litigation in recent years. As a result, the issuance, scope, validity, enforceability, and commercial value of our patent rights are highly uncertain. Our owned or in-licensed pending and future patent applications may not result in patents being issued which protect our Hemopurifier devices and other product candidates or proprietary technologies that we may seek to develop or which effectively prevent others from commercializing competitive technologies and product candidates.
Moreover, the coverage claimed in a patent application can be significantly reduced before the patent is issued, and its scope can be reinterpreted after issuance. Even if patent applications we license or own currently or in the future issue as patents, they may not issue in a form that will provide us with any meaningful protection, prevent competitors or other third parties from competing with us, or otherwise provide us with any competitive advantage. Any patents we own or in-license may be challenged, narrowed, circumvented, or invalidated by third parties. Consequently, we do not know whether our Hemopurifier devices and other proprietary technology will be protectable or remain protected by valid and enforceable patents. Our competitors or other third parties may be able to circumvent our patents by developing similar or alternative technologies or products in a non-infringing manner which could materially adversely affect our business, financial condition, results of operations and prospects.
The issuance of a patent is not conclusive as to its inventorship, scope, validity, or enforceability, and our patents may be challenged in the courts or patent offices in the United States and abroad. We or our licensors may be subject to a third-party pre-issuance submission of prior art to the USPTO, or become involved in opposition, derivation, revocation, reexamination, post-grant and inter partes review, or interference proceedings or other similar proceedings challenging our owned or licensed patent rights. An adverse determination in any such submission, proceeding or litigation could reduce the scope of, or invalidate or render unenforceable, our owned or in-licensed patent rights, allow third parties to commercialize versions of our products, product candidates and other proprietary technologies we may develop and compete directly with us, without payment to us, or result in our inability to manufacture or commercialize products without infringing third-party patent rights. Moreover, we, or one of our licensors, may have to participate in interference proceedings declared by the USPTO to determine priority of invention or in post-grant challenge proceedings, such as oppositions in a foreign patent office, that challenge our or our licensor’s priority of invention or other features of patentability with respect to our owned or in-licensed patents and patent applications. Such challenges may result in loss of patent rights, loss of exclusivity, or in patent claims being narrowed, invalidated, or held unenforceable, which could limit our ability to stop others from using or commercializing similar or identical technology and products, or limit the duration of the patent protection of our product candidates and other proprietary technologies we may develop. Such proceedings also may result in substantial cost and require significant time from our scientists and management, even if the eventual outcome is favorable to us.
In addition, given the amount of time required for the commercialization, development, testing, and regulatory review of our products and product candidates, patents protecting such products and product candidates might expire before or shortly after such products or product candidates are fully commercialized. Moreover, some of our owned and in-licensed patents and patent applications may in the future be co-owned with third parties. If we are unable to obtain an exclusive license to any such third-party co-owners’ interest in such patents or patent applications, such co-owners may be able to license their rights to other third parties, including our competitors, and our competitors could market competing products and technology. In addition, we may need the cooperation of any such co-owners of our patents in order to enforce such patents against third parties, and such cooperation may not be provided to us. Furthermore, our owned and in-licensed patents may be subject to a reservation of rights by one or more third parties. Any of the foregoing could have a material adverse effect on our competitive position, business, financial conditions, results of operations, and prospects.
We may not be able to protect our intellectual property and proprietary rights throughout the world.
Filing, prosecuting, and defending patents on our products, product candidates and other proprietary technologies we may develop in all countries throughout the world would be prohibitively expensive, and the laws of foreign countries may not protect our rights to the same extent as the laws of the United States. Consequently, we may not be able to prevent third parties from practicing our inventions in all countries outside the United States, or from selling or importing products made using our inventions in and into the United States or other jurisdictions. Competitors may use our technology in jurisdictions where we have not obtained patent protection to develop their own products and, further, may export otherwise infringing products to territories where we have patent protection but enforcement is not as strong as that in the United States. These products may compete with our products, and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.
Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets, and other intellectual property protection, particularly those relating to biopharmaceutical products, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our intellectual property and proprietary rights generally. In addition, some jurisdictions, such as Europe, Japan, and China, may have a higher standard for patentability than in the United States, including for example the requirement of claims having literal support in the original patent filing and the limitation on using supporting data that is not in the original patent filing. Under those heightened patentability requirements, we may not be able to obtain sufficient patent protection in certain jurisdictions even though the same or similar patent protection can be secured in United States and other jurisdictions.
Proceedings to enforce our intellectual property and proprietary rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly, could put our patent applications at risk of not issuing, and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property and proprietary rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property we develop or license.
Many countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition, many countries limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such patent. If we or any of our licensors are forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired, and our business, financial condition, results of operations, and prospects may be adversely affected.
Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment, and other requirements imposed by government patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.
Periodic maintenance fees, renewal fees, annuity fees, and various other government fees on patents and applications will be due to be paid to the USPTO and various government patent agencies outside of the United States over the lifetime of our owned or licensed patents and applications. In certain circumstances, we rely on our licensing partners to pay these fees due to U.S. and non-U.S. patent agencies. The USPTO and various non-United States government agencies require compliance with several procedural, documentary, fee payment, and other similar provisions during the patent application process. We are also dependent on our licensors to take the necessary action to comply with these requirements with respect to our licensed intellectual property. In some cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules. There are situations, however, in which non-compliance can result in abandonment or lapse of the patent or patent application, resulting in a partial or complete loss of patent rights in the relevant jurisdiction. In such an event, potential competitors might be able to enter the market with similar or identical products or technology, which could have a material adverse effect on our business, financial condition, results of operations, and prospects.
Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our products.
Changes in either the patent laws or interpretation of the patent laws in the United States could increase the uncertainties and costs surrounding the prosecution of patent applications and the enforcement or defense of issued patents. Assuming other requirements for patentability are met, prior to March 2013, in the United States, the first to invent the claimed invention was entitled to the patent, while outside the United States, the first to file a patent application was entitled to the patent. After March 2013, under the Leahy-Smith America Invents Act (the America Invents Act) enacted in September 2011, the United States transitioned to a first inventor to file system in which, assuming other requirements for patentability are met, the first inventor to file a patent application will be entitled to the patent on an invention regardless of whether a third party was the first to invent the claimed invention. A third party that files a patent application in the USPTO after March 2013, but before we do could therefore be awarded a patent covering an invention of ours even if we had made the invention before it was made by such third party. This will require us to be cognizant going forward of the time from invention to filing of a patent application. Since patent applications in the United States and most other countries are confidential for a period after filing or until issuance, we cannot be certain that we or our licensors were the first to either (i) file any patent application related to our Hemopurifier devices and other proprietary technologies we may develop or (ii) invent any of the inventions claimed in our or our licensor’s patents or patent applications.
Management's Discussion & Analysis (MD&A)
New heading “Financings During the Fiscal Year Ended March 31, 2026:”
Removed heading “Government Contract Revenues”
Removed heading “Financings During the Fiscal Year Ended March 31, 2024:”
Removed heading “2022 At The Market Offering Agreement with H.C. Wainwright & Co., LLC”
Largest changes
“In addition to the foregoing, we are monitoring closely the impact of inflation, recent bank failures and the war between Russia and Ukraine and the military conflicts in Israel and the surrounding areas, as well as related political and economic responses and counter-responses by various global factors on our business. Given the level of uncertainty regarding the duration and impact of these events on capital markets and the U.S. economy, we are unable to assess the impact on our timelines and future access to capital. …”see in full comparison
“As a result of global events, political changes, bank failures, actual or perceived changes in interest rates and economic inflation, the global credit and financial markets have experienced extreme volatility, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation and uncertainty about economic stability. There can be no assurance that further deterioration in credit and financial markets and confidence in economic conditions will not occur. …”see in full comparison
“We have incurred recurring losses from operations and expect to continue to incur significant operating losses for the foreseeable future as we continue our research and development activities and clinical trial programs. While we continue to evaluate potential expense reduction opportunities, such opportunities may not materialize, and patient recruitment may occur more rapidly than expected, resulting in increased operating expenses. Based on our current operating plan and existing cash and cash equivalents, we expect that additional capital will be required to fund operations. …”see in full comparison
“General and administrative expenses decreased by $546,736 for the fiscal year ended March 31, 2026, compared to the prior year. The decrease was primarily attributable to lower clinical trial expenses related to reduced COVID-19 and oncology trial activities in India, the impact of the Australian research and development tax credit of $218,000, lower manufacturing supply costs related to Hemopurifier raw materials, lower insurance expense, reduced and software subscription costs. …”see in full comparison
“Because of the numerous risks and uncertainties associated with the development of the Company’s therapeutic technologies, the Company cannot predict the timing or amount of future operating expenditures and may never achieve profitability or positive cash flows from operations Global economic and geopolitical conditions, including inflationary pressures, interest rate volatility, geopolitical conflicts and uncertainty in the capital markets, may adversely impact the Company’s ability to obtain additional financing on acceptable terms, or at all. …”see in full comparison
“Our ability to raise additional funds may be adversely impacted by potential worsening global economic conditions and disruptions to and volatility in the credit and financial markets in the United States, including due to bank failures, actual or perceived changes in interest rates and economic inflation, and worldwide resulting from macroeconomic factors. Because of the numerous risks and uncertainties associated with product development, we cannot predict the timing or amount of increased expenses and we may never be profitable or generate positive cash flow from operating activities.”see in full comparison
Full comparison: every changed paragraph (85)
We are a medical therapeutic company
company focused on developing the Hemopurifier® (HP), a clinical-stage immunotherapeutic device intendeddesigned forto applicationsaddress unmet needs in cancer,oncology,
life-threatening viralinfectious infections, anddiseases, organ transplantation and other areasdisease ofstates significantin unmet needs. In human studies (164 sessions
with 38 patients), the Hemopurifier was used safely and demonstrated the potential to remove enveloped viruses. In pre-clinical studies,
the Hemopurifier has exhibited the capacity to remove harmfulwhich extracellular vesicles (EVs) contribute
to disease progression. The Hemopurifier utilizes a proprietary lectin-based technology to bind and remove enveloped viruses and EVs from
biological fluids,
utilizingfluids. its proprietary lectin-based mechanism. These extracellular vesiclesEVs have been implicatedassociated with immune suppression, metastasis, and resistance to therapy in disease processes such as immune
suppression and metastasis in cancercancer, as well as in the progression
of severe life-threatening infectious diseases. In pre-clinical studies, the Hemopurifier has also demonstrated the ability to bind disease-associated
extracellular vesicles (“EVs”) and a panel of enveloped viruses. The Hemopurifier has been evaluated in human studies, involving
173 treatment sessions in 44 patients with either viral infections or cancer. The device has been well tolerated with an adverse event
profile that is consistent with extracorporeal therapy. In certain human studies designed to evaluate viral clearance from biological
fluids, findings demonstrated the removal of enveloped viruses. The U.S. Food and Drug
Administration (“FDA”) has designated granted
the Hemopurifier as a “Breakthrough Device” designation for two independent indications:
We
are also evaluating the Hemopurifier’s potential in additional clinical contexts based on its mechanism of action and preclinical
findings.
We believe that the Hemopurifier may
may be a substantial advancement in thepotential treatment offor patients with advanced and metastatic cancer through its designability to bind to and remove
harmful remove harmful extracellular vesicles
(“EVs”) particles that may promote thetumor growth and spread of tumors.metastasis. In October 2022, we formed a wholly-owned
subsidiary in Australia
to initially conduct oncology-related clinical research,research thenand seekpursue regulatory approval and commercializecommercialization ouropportunities for the Hemopurifier
in Australia.
We previously completed an in
vitro vitro
binding study of extracellular vesicles fromutilizing cancer patient samples, to provideevaluate the Hemopurifier’s ability to remove EVs from plasma. Results
from this translational study provided pre-clinical evidence tosupporting support our trialthe design and
translational endpoints. Our study indicated positive results from this study, providing evidence that our Hemopurifier removes extracellular
vesicles, or EVs, from plasma. This translational study provides pre-clinical evidence to support our phase 1 safety, feasibility and
dose-finding clinical trials of our Hemopurifieroncology inclinical trial involving patients with
solid tumors who have stable or progressive disease during anti-PD-1
monotherapy treatment, such as Keytruda® (pembrolizumab) or Opdivo®
(nivolumab).
We haveare launchedcurrently inconducting an Australiaa
safety, feasibility and dose-finding clinical trialstrial ofin Australia evaluating the Hemopurifier in cancer patients with solid tumors who have stable
or progressive
disease during anti-PD-1 monotherapy treatment, such as Keytruda® (pembrolizumab) or Opdivo® (nivolumab).treatment. The trial is designed to enroll approximately 9 to 18 participants. The
primary endpoint
of the approximately nine to 18-patients,trial is safety.safety, Exploratorywhile exploratory analyses will be conducted to explore the number of HP treatments required
to produce sustained reductions of EVs as well as improve anti-tumor T cell activity. We plan to open a similarly designed trial in India.
Three clinical sites in Australia— Royal Adelaide Hospital in Adelaide, and Pindara Private Hospital on the Gold Coast and GenesisCare North Shore Hospital in Sydney— are currently open for patient enrollment. During fiscal year 2026, we completed enrollment and treatment of the first cohort of three participants, each of whom received a single 4-hour Hemopurifier treatment. Following review of the first cohort data, independent Data Safety Monitoring Board (DSMB) reported no safety concerns and recommended progression to the second cohort. Following the DSMB review of the first cohort, enrollment commenced in the second cohort, in which participants received two Hemopurifier treatments during a one-week treatment period. In March 2026, the Company completed the second cohort and the DSMB subsequently approved advancement to the third cohort of the study. To date, no serious adverse events (“SAEs”) or dose-limiting toxicities ((“DLTs”) related to the Hemopurifier have been reported.
We previously pursued approval of a similar oncology clinical trial in India and received formal approval from the Central Drugs Standard Control Organization (“CDSCO”) on July 7, 2025. Following evaluation of anticipated site activation timelines and trial execution requirements, the Company elected to not proceed with the India trial in order to conserve resources and focus efforts on the Australian oncology clinical trial.
The following three hospitals
in Australia have received ethics committee approval, have gone through training on our device and are open for patient enrollment: Royal
Adelaide Hospital in Adelaide, Australia and Pindara Private Hospital in the Gold Coast section of Australia and GenesisCare North Shore
Hospital in Sydney, Australia. As of 16JUN2025 we have treated three participants in the first of the three treatment cohorts. Once these
patients have completed the pre-specified 7-day safety follow-up period, the data will be presented to an independent Data Safety Monitoring
Board (DSMB). The DSMB will provide a recommendation to Aethlon senior leadership on advancing to the next cohort where participants will
receive 2 HP treatments during the one week treatment period.
The Company continues to pursue
approval of a similar clinical trial in India. HREC approval has previously been obtained at Medanta Medicity Hospital. Following this
a meeting with Subject Expert Committee (SEC) of the India Regulatory Agency CDSCO was held 5JUN2025. We are awaiting the formal approval
letter of the CDSCO. The clinical trial at Medanta can commence following a Site Initiation Visit (SIV) by the company’s India CRO,
Qualtran.
We also believe that the Hemopurifier may
can be partapplicable ofin the broad-spectrum treatment of life-threatening viral infections involving highly glycosylated, or carbohydrate coated, viruses thatfor
which are not addressed
with an alreadyno approved treatment.therapies exist. In small-scale or early feasibility human studies,studies conducted under FDA and international regulatory
frameworks, the Hemopurifier has been used in the past to treat
individuals infected with Ebola, human immunodeficiency virus, or HIV, hepatitis-C and Ebola.hepatitis-C
and SARS-CoV-2.
Additionally,In invitro vitro,studies have demonstrated
the ability of the
Hemopurifier has been demonstrated to capture multiple enveloped viruses, including Ebola, Marburg virus, Zika, Lassa, MERS-CoV, Cytomegalovirus,
Epstein-Barr, Herpes simplex,
Chikungunya, Dengue, West Nile, H1N1 swine flu, H5N1 bird flu, and the reconstructed 1918 Spanish flu virus.
In several cases, these studies
were conducted in collaboration with leading government or non-government research institutes.
The
Hemopurifier has previously been studied under FDA and international regulatory frameworks for the treatment of severe SARS-CoV-2 infection.
While we terminated our U.S. and
India-based COVID-19 studies due to low ICU patient volume and shifting priorities, these programs demonstrated provided clinical experience
real-world use ofwith the Hemopurifier in critically ill patients. We continue to maintain an open IDE for viral indicationsindications, preserving the ability to
evaluate the Hemopurifier in response to preserve optionality for
future outbreaks or emergent pathogens.
We have sufficient inventory of
of Hemopurifiers to support our ongoing oncology trial in Australia as well as any near-term expansion of that study or potential trial
activity in India.study. While we have received
FDA approval to begin manufacturing at our San Diego facility under our IDE supplement, we are
still awaiting FDA approval of a separate
supplement to qualify an additional supplier of a key Hemopurifier component. We continue to
work with the FDA on this process.
On
May 12, 2025, the results of
our pre-clinical ex vivo study entitled “Ex Vivo Removal of CD41 positive platelet microparticles from
Plasma by a Medical Device
containing a Galanthus nivalis agglutinin (GNA) affinity resin” were published in the pre-print vehicle
bioRxiv. This manuscript has been submitted to a peer-reviewed publication for review.
Platelet
-derivedPlatelet-derived extracellular
vesicles (PD-EVs) are the most numerous EV population in the body and are released by platelets in response to
a variety of stimuli. The
cargo contained within these EVs have been noted to take part in damage to blood vessels, activation of immune
cells and spread of tumor
cells. Excessive levels of PD-EVs have been implicated in a myriad of diseases including cancer, lupus, systemic
sclerosis, multiple sclerosis,
Alzheimer’s disease, sepsis, acute COVID-19 and Long COVID.
We
hypothesized that the Aethlon Hemopurifier which contains a propriety GNA affinity resin would remove platelet derived EVs from plasma.
In this experiment two hundred milliliters onstudy, donated healthy
human plasma werewas circulated overthrough the Aethlon HemoupurifierHemopurifier (HP) to simulate
a clinical HP session. The study resultsdemonstrated showed aapproximately 98.5%
removal of platelet -derivedplatelet-derived EVs at a timepoint equivalent to a 4-hourfour-hour HP treatment.
The We believe the results of this study support the currentongoing Australian
oncology Clinicalclinical Trialtrial inand Oncologymay as well as open thesupport investigation of the Hemopurifier
in manyadditional disease indications.
In November 2025, we publicly released a separate pre-clinical preprint entitled “Increased mannosylation of extracellular vesicles in Long COVID plasma provides a potential therapeutic target for Galanthus nivalis agglutinin (GNA) affinity resin,” describing exploratory ex vivo laboratory research conducted in collaboration with the University of California, San Francisco Long COVID Clinic examining extracellular vesicle characteristics in plasma samples from individuals with Long COVID. The findings described in these preprints have not been peer reviewed and are based on laboratory analyses rather than clinical studies. These activities are intended to inform potential future research directions and evaluate the broader applicability of the Hemopurifier platform and may not be indicative of clinical outcomes.
Extracellular
vesicles have been implicated in the pathogenesis of Long COVID.As we had previously demonstrated removal of extracellular vesicles
by the Hemopurifier in a patient with severe acute COVID-19 infection, we hypothesized that patients with Long COVID would have
extracellular vesicles with the mannose sugar on their surface that would bind to the affinity resin in our device. We partnered
with investigators at the Univ of California San Francisco Medical Center Long COVID clinic to obtain samples from participants with
Long COVID as well as controls that had had COVID -10 infection but had recovered. The data to be presented will review the binding
of larger and smaller extracellular vesicles to the GNA lectin and the lectin affinity resin, respectively. We believe the data from
this pre-clinical study calls for additional study of the Hemopurifier and look forward to receiving feedback from the Long COVID
scientific community at the Keystone Symposium.
Successful clinical development
outcomesand ofregulatory human trialsapprovals will also be required bybefore the regulatoryHemopurifier agenciesmay ofbe certainmarketed in the United States or foreign countries where we plan to market and sell
the Hemopurifier.jurisdictions. Some
of our patents may expire before FDAregulatory approval or approval in a foreign country, if any, is obtained.obtained; However,however, we
believethe Company believes that certainits existing patent portfolio and
more recently issued patents and patent applications and/orwill other patents issuedcontinue to ussupport moreprotection recently will help protectof the proprietary nature of our Hemopurifier
Hemopurifier treatment technology.
We continue to monitor the impact of inflation, global economic conditions, geopolitical conflicts, capital market volatility and other macroeconomic factors on its business, operations, clinical development programs and future access to capital. The extent to which these factors may affect the Company’s business, financial condition and results of operations remains uncertain and will depend on future developments beyond the Company’s control.
In
addition to the foregoing, we are monitoring closely the impact of inflation, recent bank failures and the war between Russia and Ukraine
and the military conflicts in Israel and the surrounding areas, as well as related political and economic responses and counter-responses
by various global factors on our business. Given the level of uncertainty regarding the duration and impact of these events on capital
markets and the U.S. economy, we are unable to assess the impact on our timelines and future access to capital. The full extent to which
inflation, recent bank failures and the ongoing military conflicts will impact our business, results of operations, financial condition,
clinical trials and preclinical research will depend on future developments, as well as the economic impact on national and international
markets that are highly uncertain.
Government Contract Revenues
For the fiscal years ended March 31, 2025
and 2024, we did not have any active revenue-generating government contracts and, consequently, did not record any government contract
revenue for that period.
Consolidated operating expenses
were $9,341,364$7,293,632 for the fiscal year ended March 31, 2026, compared to $9,341,365 for the fiscal year ended March 31, 2025, compareda todecrease
of $12,636,568$2,047,733. The decrease for the fiscal year ended March 31, 2024, a decrease
of $3,295,203. The $3,295,203 decrease in the fiscal year ended March 31, 20252026 was dueprimarily attributable to a decrease inlower payroll and related expenses of $1,086,087,
$1,332,359, a decrease of $1,302,834 inlower professional fees of $414,910 and a decrease of $660,010 inlower general and administrative expenses.expenses of $546,736.
Payroll and related expenses decreased
decreased by $1,332,359$1,086,087 for the fiscal year ended March 31, 2025,2026, compared to the prior year. The decrease was primarily driven by a $876,511$949,401 reduction
in salaries and related expenses and a $804,136$136,686 decrease in stock-based compensation. The reduction in salary expense primarily reflects
that thefiscal termination
ofyear three2025 included partial-year salary and severance expense associated with two executives—one in the prior year, oneterminated in July 2024,2024 and oneOctober
2024, inrespectively, October 2024—as well as costs associated with non-executive employees affected by a workforce reduction of non-executive
employees implemented in August 2024.2024,
whereas Thesuch decreasecosts were not incurred in stock-based compensation was primarily due to the absence of accelerated vesting
charges recognized in the priorfiscal year in connection with the termination of our former Chief Executive Officer, as well as lower stock-based
compensation expense associated with the departure of executives and non-executive staff. The overall decrease was partially offset by
an increase of $348,287 in severance expenses mostly related to the termination of two former executives.2026.
Professional fees decreased by $414,910 for the fiscal year ended March 31, 2026, compared to the prior year. The decrease was primarily attributable to lower investor relations expenses due to reduced investor relations activities during fiscal year 2026, as well as lower accounting fees resulting from the transition to new accounting service providers and certain non-recurring accounting and audit related matters.
General and administrative expenses decreased by $546,736 for the fiscal year ended March 31, 2026, compared to the prior year. The decrease was primarily attributable to lower clinical trial expenses related to reduced COVID-19 and oncology trial activities in India, the impact of the Australian research and development tax credit of $218,000, lower manufacturing supply costs related to Hemopurifier raw materials, lower insurance expense, reduced and software subscription costs. These decreases were partially offset by higher licenses and permits expense associated with Nasdaq delisting appeal costs and a nonrecurring charge related to the forfeiture of a deposit associated with a previously rented mobile clean room.
Professional
fees decreased by $1,302,834 for the fiscal year ended March 31, 2025, compared to the prior year. The decrease was primarily driven by
a $553,377 reduction in legal fees related to the transition to a new legal firm, a $462,154 decrease primarily attributable to the termination
of services with a contract manufacturing organization and the completion of a project involving outside laboratory services. In
addition, consulting fees related to scientific projects and regulatory projects decreased by $239,640 and $125,478 respectively. These
decreases were partially offset by $84,900 increase in accounting fees associated with obtaining consents from prior audit firm for various
SEC filings.
General and administrative
expenses decreased by $660,010 for the fiscal year ended March 31, 2025, compared to the prior year. The decrease was primarily driven
by a $534,069 reduction in costs related to lower purchases of raw materials for the production of Hemopurifiers, reduced cleanroom certification
expenses, and fewer outside services for maintenance of the manufacturing facility. Laboratory supplies and testing costs also declined
by $337,109 following the completion of oncology and transplant-related projects. Insurance expenses decreased by $141,453, including
reductions in medical and workers’ compensation premiums due to lower headcount, as well as overall decrease in business insurance
costs. Additional decreases included $44,122 in travel and entertainment expenses, $24,356 decrease in office supplies and $19,498 in
depreciation expense related to the disposal of certain equipment. These decreases were partially offset by a $466,661 increase in clinical
trial expenses related to our ongoing oncology study in Australia.
Other income (expense), net changed significantly for the fiscal year ended March 31, 2026 compared to the prior year primarily due to the absence of the non-cash warrant inducement expense and Employee Retention Tax Credit income recognized during fiscal year 2025. Other income (expense), net for fiscal year 2026 primarily consisted of interest income earned on cash and cash equivalents and interest expense related to the financing of directors’ and officers’ insurance premiums.
Other
expense for the year ended March 31, 2025, included a non-cash charge of $4,612,862 related to a warrant inducement offer. In March 2025,
the Company offered certain warrant holders the opportunity to exercise existing warrants at a temporarily reduced exercise price in exchange
for the issuance of new warrants. The inducement expense recognized represents the combined fair value of the new warrants issued and
the incremental fair value resulting from the modification of the exercise price of the existing warrants. This
transaction did not impact cash flows from operating activities.
During the fiscal year ended
March 31, 2025, we recognized $324,450 in other income related to the Employee Retention Tax Credit (“ERTC”)
under the CARES Act and subsequent legislation. We recorded the ERTC as other income in the periods in which the payments were received.
In addition, we recognized $36,339 in interest income related to the ERTC during fiscal 2025. As of March 31, 2025, the remaining expected
credit was recorded as another receivable within other current assets on our consolidated balance sheet. No amounts were recorded in the
prior fiscal year.
While the Company has been
carrying out certain expense reductions since November 2023; our planned additional expense reductions may not materialize and/or our
patient recruitment may occur more rapidly than expected along with the concomitant increases in expenses, therefore 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 this Annual
Report.
During the fiscal year ended March
March 31, 20252026, we raised capital through a warrant inducement offeroffer, a PIPE financing and a publicregistered direct offering. In theaddition, during
fiscal year ended March 31, 20242026, we
raised moneyfiled througha registration statement on Form S-3 and amended our then existing At The Market Offering Agreement, or the 2022 ATM Agreement, with
H.C. Wainwright & Co., LLC,
orLLC. Wainwright.No sales were made under the ATM Agreement during fiscal year 2026. In October 2024, the S-3 registration
statement underlying our Atprior TheATM Marketprogram Offering Agreement expiredexpired, and no additional sales could be made thereunder until the ATMnew wasregistration cancelled.statement
on Form S-3 became effective.
On February 19, 2026, stockholders approved an amendment to the Company’s Articles of Incorporation increasing the authorized shares of common stock from 6,000,000 to 100,000,000 shares, which increased the Company’s flexibility to pursue future equity financings and other corporate purposes.
We have incurred recurring losses from operations and expect to continue to incur significant operating losses for the foreseeable future as we continue our research and development activities and clinical trial programs. While we continue to evaluate potential expense reduction opportunities, such opportunities may not materialize, and patient recruitment may occur more rapidly than expected, resulting in increased operating expenses. Based on our current operating plan and existing cash and cash equivalents, we expect that additional capital will be required to fund operations. Accordingly, substantial doubt exists regarding our ability to continue as a going concern for a period of at least one year from the date these financial statements are issued. We are actively evaluating additional financing alternatives; however, there can be no assurance that additional financing will be available on acceptable terms, or at all.
Financings During the Fiscal Year Ended March 31, 2026:
Net cash provided by financing activities for the year ended March 31, 2026 was approximately $6.5 million. Financing activities primarily consisted of proceeds from equity offerings and warrant exercises totaling approximately $7.8 million, offset by $1.2 million in offering costs and placement agent commissions. The proceeds were used primarily for working capital and general corporate purposes.
During the fiscal year ended March 31, 2025, the Company raised aggregate net proceeds of approximately $7.7 million from equity financing transactions, including a public offering completed in May 2024, subsequent warrant exercises and a warrant inducement transaction completed in March 2025. Net proceeds were used primarily for working capital and general corporate purposes.
During the fiscal year
ended March 31, 2025, we raised aggregate net proceeds of $7,746,311, net of $405,002 in commission and legal expenses to Maxim and
$753,090 in direct legal and accounting fees. This total included $3,539,907 from a public offering in May 2024 and $2,054,940 from
subsequent exercise of Class A and Class B warrants and $2,151,464 in net proceeds from a warrant inducement offering in March 2025.
In connection with that transaction, we paid the placement agent fees totaling $153,979, consisting of a 6% commission on gross
proceeds of $138,979 and $15,000 for legal and out-of-pocket expenses to Maxim and $10,877 in direct legal fees.
On
March 16, 2025, Aethlon Medical, Inc. (the “Company”) entered into a
inducement offer to exercise existing Class A and Class B Warrants (the “Agreement”) with a certain accredited and
institutional holder (the “Holder”) of the Company’s outstanding Class A and Class B Warrants issued on May 17,
2024 (the “Existing Warrants”). Pursuant to the Agreement, the Holder, upon exercise, will receive a new unregistered
Common Stock Purchase Warrant (“New Warrant”) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended
(“Securities Act”), to purchase up to a number of shares equal to 200% of the number of Warrant Shares issued pursuant
to the exercise of Existing Warrants pursuant to this Agreement (the “New Warrant Shares”), which New Warrant shall have
an exercise price per share equal to $0.3736, subject to adjustment as provided in the New Warrant, will be exercisable at any time
on or after six (6) months from the date of issuance and have a term of exercise of five and one-half (5.5) years from the date of
issuance and a reduction of the exercise price of the Existing Warrants to $0.3736 per share, representing the closing price on
March 14, 2025, but only with respect to a cash exercise under the Existing Warrants (as reduced from the current respective
exercise price per share as set forth in the Existing Warrants).
The
closing took place on March 17, 2025. Gross proceeds to the Company from the exercise of the Existing Warrants was $2,316,320,
prior to deducting closing costs and placement agent fees as further described below. The Company intends to use the net proceeds from
the offering for working capital and general corporate purposes.
As
a result of the Holder exercising the Existing Warrants, the Company issued an aggregate of 775,000 shares of its common stock. The shares
underlying the Existing Warrants have all been registered on Form S-1 registration statement (Registration Number 333-278188).
The
Company agreed to file a resale registration statement registering the shares underlying the Replacement Warrants (“Resale Registration
Statement”) within ninety (90) days of the date of the Agreement and to use commercially reasonable best efforts to cause the Resale
Registration Statement to be effective on or prior to the 150th calendar day after the date of the Agreement.
Subject to the terms
of the Agreement, the Company will be required to pay certain liquidated damages if the shares underlying the New Warrants are not filed
within the ninety (90) period, as more fully described in the Agreement.
The
Company further agreed that until sixty (60) days after the closing date of the warrant exercise, it will not (other than in connection
with limited enumerated exceptions) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares
of common stock or common stock equivalents or file any registration statement or any amendment or supplement (other than the registration
statement registering the shares underlying the Replacement Warrants).
In
connection with the transactions contemplated in the Agreement, the Company agreed to pay its placement agent, Maxim Group, LLC (the “Agent”)
the following compensation, (i) a cash fee equal to 6.0% of the gross proceeds received by the Company in the transactions contemplated
by the Agreement, and (ii) legal fees and out-of-pocket expenses of $15,000.
On May 17, 2024, we
closed a public offering pursuant to which we sold an aggregate of: (i) 306,250 shares of our common stock and accompanying Class A
warrants to purchase up to 306,250 shares of common stock and Class B warrants to purchase up to 306,250 shares of common stock, at
a combined public offering price of $4.64 per share and accompanying warrants; and (ii) in lieu of common stock, pre-funded warrants
to purchase 706,250 shares of common stock and accompanying Class A warrants to purchase up to 706,250 shares of common stock and
Class B warrants to purchase up to 706,250 shares of common stock, at a combined public offering price of $4.63 per pre-funded
warrant and accompanying warrants, which is equal to the public offering price per share of common stock, and accompanying warrants
less the $0.001 per share exercise price of each such pre-funded warrant. The gross proceeds from the offering, before deducting the
placement agent’s fees and other offering expenses, were approximately $4.7 million.
Financings During the Fiscal Year Ended March
31, 2024:
During the fiscal year
ended March 31, 2024, we raised aggregate net proceeds of $1,322,383, net of $34,118 in commissions to Wainwright and $8,202 in
other offering expense, through the sale of 37,011 shares of our common stock at an average price of $35.76 per share under the 2022
ATM Agreement.
2022 At The Market Offering Agreement with
H.C. Wainwright & Co., LLC
On
March 24, 2022, we entered into the 2022 ATM Agreement with Wainwright, which established an at-the-market equity program pursuant to
which we may offer and sell shares of our common stock from time to time as set forth in the 2022 ATM Agreement. This agreement was terminated in October 2024.
The
offering was registered under the Securities Act pursuant to our shelf registration statement on Form S-3 (Registration Statement No.
333-259909), as previously filed with the SEC and declared effective on October 21, 2021. We filed a prospectus supplement, dated March
24, 2022, with the SEC that provides for the sale of shares of our common stock, or the 2022 ATM Shares, having an aggregate offering
price of up to $15,000,000, which was subsequently and most recently updated pursuant to our prospectus supplement, dated September 29,
2022, filed with the SEC that provides for the sale of 2022 ATM Shares having an aggregate offering price of up to $6,625,000. As of March
31, 2024, $5,302,617 of 2022 ATM Shares remained available for sale under the 2022 ATM Agreement.
Under
the 2022 ATM Agreement, Wainwright may sell the 2022 ATM Shares by any method permitted by law and deemed to be an “at the market
offering” as defined in Rule 415 promulgated under the Securities Act, including sales made directly on the Nasdaq Capital Market,
or on any other existing trading market for the 2022 ATM Shares. In addition, under the 2022 ATM Agreement, Wainwright may sell the 2022
ATM Shares in privately negotiated transactions with our consent and in block transactions. Under certain circumstances, we may instruct
Wainwright not to sell the 2022 ATM Shares if the sales cannot be effected at or above the price designated by us from time to time.
We
are not obligated to make any further sales of the 2022 ATM Shares under the 2022 ATM Agreement. The offering of the 2022 ATM Shares pursuant
to the 2022 ATM Agreement will terminate upon the termination of the 2022 ATM Agreement by Wainwright or us, as permitted therein.
The
2022 ATM Agreement contains customary representations, warranties and agreements by us, and customary indemnification and contribution
rights and obligations of the parties. We agreed to pay Wainwright a placement fee of up to 3.0% of the aggregate gross proceeds from
each sale of the 2022 ATM Shares. We also agreed to reimburse Wainwright for certain specified expenses in connection with entering into
the 2022 ATM Agreement.
We expect our clinical trial expenses
expensesrelated forto the plannedour oncology trialsstudies in Australia and India to increasecontinue for the foreseeable future. WhileThese these increases areexpenses primarily
related relate to trial activities,activities
and manufacturing of additional Hemopurifiers may also be manufactured to support the studies.
In addition, we have entered
intomaintain leases
for our headquarters, laboratory and manufacturing facilities. We expectare ourcurrently rentevaluating paymentscertain tolease arrangements as we continue to
assess increaseour foroperational the
foreseeableand future.facility requirements.
Future capital requirements will depend upon many factors, including progress and results of our clinical trials, the number and scope of development programs, the costs of manufacturing Hemopurifier devices, the timing and costs associated with regulatory approvals, the costs involved in protecting and maintaining our intellectual property portfolio, and our ability to establish strategic collaborations or other financing arrangements.
We have incurred recurring losses from operations and negative cash flows from operating activities and expect such conditions to continue for the foreseeable future. Accordingly, we will require additional capital to fund our operations and clinical programs. We expect to seek additional financing through equity offerings, debt financings and/or strategic transactions; however, there can be no assurance that such financing will be available on acceptable terms, if at all.
What changed in the latest 10-Q
Risk Factors
Please carefully consider the information set forth in this Quarterly Report and the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report for the fiscal year ended March 31, 2026. The risks described in our Annual Report, as well as other risks and uncertainties, could materially and adversely affect our business, results of operations, and financial condition, which in turn could materially and adversely affect the trading price of shares of our common stock. The occurrence of any of the risks discussed in such filings, or other events that we do not currently anticipate or that we currently deem immaterial, could harm our business, prospects, financial condition and results of operations. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.
There have been no material updates or changes to the risk factors previously disclosed in our Annual Report; provided, however, additional risks not currently known or currently material to us may also harm our business.
Removed heading “Inadequate funding for the FDA, other government agencies or comparable foreign regulatory authorities could hinder their ability to hire and retain key leadership and other personnel, prevent new products and services from being developed or commercialized in a timely manner or otherwise prevent those agencies from performing normal business functions on which the operation of our business may rely, which could negatively impact our business.”
Largest changes
“Inadequate funding for the FDA, other government agencies or comparable foreign regulatory authorities could hinder their ability to hire and retain key leadership and other personnel, prevent new products and services from being developed or commercialized in a timely manner or otherwise prevent those agencies from performing normal business functions on which the operation of our business may rely, which could negatively impact our business.”see in full comparison
“Disruptions at the FDA, other government agencies or comparable foreign regulatory authorities may also slow the time necessary for new drugs to be reviewed and/or approved by necessary government agencies, which would adversely affect our business. Changes and cuts in FDA staffing also could result in delays in the FDA’s responsiveness or in its ability to review IND submissions or applications, issue regulations or guidance, or implement or enforce regulatory requirements in a timely fashion or at all. …”see in full comparison
“Federal agencies in the United States are currently operating under a partial government shutdown that began on January 31, 2026, following the expiration of the most recent continuing resolution. Without appropriation of additional funding to federal agencies that have been effected, our business operations related to our clinical development activities for the U.S. market could be impacted. …”see in full comparison
“Please carefully consider the information set forth in this Quarterly Report and the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report for the fiscal year ended March 31, 2026. The risks described in our Annual Report, as well as other risks and uncertainties, could materially and adversely affect our business, results of operations, and financial condition, which in turn could materially and adversely affect the trading price of shares of our common stock. …”see in full comparison
“Other than disclosed herein, there have been no material changes to the risk factors previously disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025 filed with the SEC on June 26, 2025, or Annual Report, and should be carefully considered, together with other information in this Quarterly Report on Form 10-Q and our other filings with the SEC before making investment decisions regarding our securities. The risks described in our Annual Report are not the only risks facing our company. …”see in full comparison
“There have been no material updates or changes to the risk factors previously disclosed in our Annual Report; provided, however, additional risks not currently known or currently material to us may also harm our business.”see in full comparison
Full comparison: every changed paragraph (6)
Please carefully consider the information set forth in this Quarterly Report and the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report for the fiscal year ended March 31, 2026. The risks described in our Annual Report, as well as other risks and uncertainties, could materially and adversely affect our business, results of operations, and financial condition, which in turn could materially and adversely affect the trading price of shares of our common stock. The occurrence of any of the risks discussed in such filings, or other events that we do not currently anticipate or that we currently deem immaterial, could harm our business, prospects, financial condition and results of operations. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.
There have been no material updates or changes to the risk factors previously disclosed in our Annual Report; provided, however, additional risks not currently known or currently material to us may also harm our business.
Other than disclosed herein, there have
been no material changes to the risk factors previously disclosed under the heading “Risk Factors” in our Annual Report on
Form 10-K for the fiscal year ended March 31, 2025 filed with the SEC on June 26, 2025, or Annual Report, and should be carefully considered,
together with other information in this Quarterly Report on Form 10-Q and our other filings with the SEC before making investment decisions
regarding our securities. The risks described in our Annual Report are not the only risks facing our company. Additional risks and uncertainties
not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition
or future results.
Inadequate funding for the FDA, other government agencies or
comparable foreign regulatory authorities could hinder their ability to hire and retain key leadership and other personnel, prevent new
products and services from being developed or commercialized in a timely manner or otherwise prevent those agencies from performing normal
business functions on which the operation of our business may rely, which could negatively impact our business.
Federal agencies in the United States are currently
operating under a partial government shutdown that began on January 31, 2026, following the expiration of the most recent continuing resolution.
Without appropriation of additional funding to federal agencies that have been effected, our business operations related to our clinical
development activities for the U.S. market could be impacted. The ability of the FDA to review and approve new products can be affected
by a variety of factors, including government budget and funding levels, ability to hire and retain key personnel and accept the payment
of user fees, and statutory, regulatory, and policy changes. Average review times at the agency have fluctuated as a result. In addition,
government funding of other government agencies or comparable foreign regulatory authorities on which our operations may rely, including
those that fund research and development activities, is subject to the political process, which is inherently fluid and unpredictable.
Disruptions at the FDA, other government agencies
or comparable foreign regulatory authorities may also slow the time necessary for new drugs to be reviewed and/or approved by necessary
government agencies, which would adversely affect our business. Changes and cuts in FDA staffing also could result in delays in the FDA’s
responsiveness or in its ability to review IND submissions or applications, issue regulations or guidance, or implement or enforce regulatory
requirements in a timely fashion or at all. There is also substantial uncertainty as to how regulatory reform measures being implemented
by the current U.S. administration, and other political developments, such as the continued government shutdowns or work stoppages, would
impact other U.S. regulatory agencies, such as the FDA, SEC and U.S. Patent and Trademark Office (USPTO), on which our operations rely.
If a prolonged government shutdown, either full or partial occurs, it could significantly impact the ability of the FDA and USPTO to timely
review and process our regulatory submissions, which could have a material adverse effect on our business. Further, the continued government
shutdown could impact our ability to access the public markets and obtain additional capital in the future in order to properly capitalize
and continue our operations.
Management's Discussion & Analysis (MD&A)
Removed heading “Operating Expenses”
Largest changes
“We continue to monitor the impact of inflation, recent bank failures and ongoing geopolitical conflicts including the war in Ukraine and the military actions in Israel and the surrounding areas, on our business. Given the level of uncertainty regarding the duration and impact of these events on capital markets and the U.S. economy, we are currently unable to assess their full impact on our timelines and access to capital.”see in full comparison
“Our ability to raise additional funds may be adversely impacted by potential worsening global economic conditions and disruptions to and volatility in the credit and financial markets in the United States, including due to bank failures, actual or perceived changes in interest rates and economic inflation, and worldwide resulting from macroeconomic factors. Because of the numerous risks and uncertainties associated with product development, we cannot predict the timing or amount of increased expenses and we may never be profitable or generate positive cash flow from operating activities.”see in full comparison
“The $1,085,000 decrease in payroll and related expenses was primarily due to an $826,000 charge in the prior period related to severance agreements and workforce reductions, a $432,000 decrease due to lower headcount, and a $125,000 reduction in stock-based compensation associated with reduced headcount and fully amortized options, partially offset by an approximately $300,000 increase in bonus expense.”see in full comparison
“Aethlon Medical, Inc. is a clinical-stage medical therapeutic company focused on developing the Hemopurifier®, an investigational immunotherapeutic device for the treatment of oncology, life-threatening viral infections and other disease states where extracellular vesicles are believed to contribute to disease progression.”see in full comparison
“In addition to ongoing clinical trials, we continue to explore potential new applications for the Hemopurifier through internal pre-clinical research and academic collaborations. During the first fiscal quarter of 2026, results of our pre-clinical ex-vivo study entitled “Ex Vivo Removal of CD41 positive platelet microparticles from Plasma by a Medical Device containing a Galanthus nivalis agglutinin (GNA) affinity resin” were made publicly available as a pre-print on bioRxiv. …”see in full comparison
Full comparison: every changed paragraph (60)
Aethlon Medical, Inc. is a clinical-stage medical therapeutic company focused on developing the Hemopurifier®, an investigational immunotherapeutic device for the treatment of oncology, life-threatening viral infections and other disease states where extracellular vesicles are believed to contribute to disease progression.
Our primary focus remains advancing the Phase 1 oncology clinical trial in Australia. Following the completion of the first two treatment cohorts, preliminary observations demonstrated generally consistent directional changes across multiple biomarkers associated with tumor-derived extracellular vesicles, immune function and response to immunotherapy. While these findings remain preliminary and await formal statistical analysis following completion of the study, they support the continued evaluation of the Hemopurifier in the ongoing trial.
We also treated the first participant in Cohort 3, and enrollment in the study continues across our three clinical sites in Australia. In addition, our manuscript describing extracellular vesicle characteristics in patients with Long COVID was accepted for publication in the International Journal of Molecular Sciences. To support our ongoing clinical development activities, we continued to access capital through our At-the-MarketATM offering program.
Aethlon Medical, Inc., or Aethlon, the Company,
we or us, is a medical therapeutic company focused on developing the Hemopurifier® (HP), a clinical-stage immunotherapeutic device
intended for applications in cancer, life-threatening viral infections, and organ transplantation and other areas of significant unmet
needs. In human studies (168 sessions with 42 patients), the Hemopurifier was used safely and demonstrated the potential to remove enveloped
viruses. In pre-clinical studies, the Hemopurifier has exhibited the capacity to remove harmful extracellular vesicles (EVs) and enveloped
viruses from biological fluids, utilizing its proprietary lectin-based mechanism. These extracellular vesicles have been implicated in
disease processes such as immune suppression and metastasis in cancer as well as in the progression of severe life-threatening infectious
diseases. The U.S. Food and Drug Administration (“FDA”) has designated the Hemopurifier as a “Breakthrough Device”
for two independent indications:
We are also evaluating
the Hemopurifier’s potential in additional clinical contexts based on its mechanism of action and preclinical findings.
Three clinical sites in Australia—Royal Adelaide Hospital in
Adelaide, Pindara Private Hospital in the Gold Coast, and GenesisCare North Shore Hospital in Sydney—are currently open for enrollment
in our safety, feasibility and dose-finding oncology trial in patients with solid tumors not responding to treatment including either
Keytruda® or Opdivo®. This trial aims to enroll 9-18 patients.
In 2025, we completed the first of three planned cohorts, comprising
three participants. Each of the three participants received a single 4-hour Hemopurifier treatment. The Data Safety Monitoring Board (DSMB),
comprising independent medical experts in nephrology and oncology, reviewed the data from the initial cohort. Based on their evaluation,
the DSMB found no safety concerns and confirmed that the Hemopurifier continues to demonstrate a favorable safety and tolerability profile.
To date, no serious adverse events (SAEs) or Dose-Limiting Toxicities (DLTs) related to the Hemopurifier have been reported.
Following the DSMB review of the first cohort
and their recommendation to proceed onto the second cohort, we began enrollment in the second Cohort 2. In this phase, participants receive
two Hemopurifier treatments over a one-week period at the study's three active clinical sites in Australia. To date, we have treated two
participants in Cohort 2 and are continuing to recruit additional participants We previously planned a similar clinical trial
in India and received formal approval from the Indian regulatory agency, the Central Drugs Standard Control Organization (CDSCO), on July
7, 2025. After reviewing extended timelines for site activation and trial execution, we decided to cancel the Indian trial to conserve
resources and focus on the Australian oncology trial.
The Hemopurifier is designed to address life-threatening
viral infections, particularly those involving highly glycosylated viruses for which there are no approved therapies. It has previously
been used under FDA and international regulatory frameworks to treat individuals infected with HIV, hepatitis C, Ebola, and SARS-CoV-2.
While our COVID-19 clinical trials in the U.S. and India were terminated due to low ICU enrollment, these programs provided real-world
evidence of Hemopurifier use in critically ill patients. We maintain an open IDE for viral indications, preserving the ability to respond
to future outbreaks or emerging pathogens.
In addition to ongoing clinical trials, we continue
to explore potential new applications for the Hemopurifier through internal pre-clinical research and academic collaborations. During
the first fiscal quarter of 2026, results of our pre-clinical ex-vivo study entitled “Ex Vivo Removal of CD41 positive platelet
microparticles from Plasma by a Medical Device containing a Galanthus nivalis agglutinin (GNA) affinity resin” were made publicly
available as a pre-print on bioRxiv. The study valuated the Hemopurifier’s ability to bind and remove disease-relevant EVs, including
those derived from platelets, which are implicated in cancer, autoimmune disease, and neurological disorders. The study demonstrated greater
than 98% removal of platelet-derived EVs from healthy human plasma in a simulated clinical session.
In November 2025 we also made publicly available
a separate pre-clinical preprint entitled “Increased mannosylation of extracellular vesicles in Long COVID plasma provides a potential
therapeutic target for Galanthus nivalis agglutinin (GNA) affinity resin,” which describes exploratory ex vivo laboratory research
conducted in collaboration with the University of California, San Francisco Long COVID Clinic. This study examined EV characteristics
in plasma samples from individuals with Long COVID. The findings have not been peer reviewed and are based on laboratory analysis rather
than clinical studies.
These exploratory programs, together with our
academic collaborations, are intended to inform potential future clinical indications and research directions, evaluate the broader applicability
of the Hemopurifier platform, and may not be indicative of clinical outcomes.
We have sufficient inventory of Hemopurifiers
to support our ongoing oncology trial in Australia as well as any near-term trial expansions. While FDA approval to begin manufacturing
at our San Diego facility under our IDE supplement, we are still awaiting approval of a separate supplement to qualify an additional key
component supplier and continue to work with the FDA on this process.
Successful outcomes of human trials will also
be required by the regulatory agencies of certain foreign countries where we plan to market and sell the Hemopurifier. Some of our patents
may expire before FDA approval or approval in a foreign country, if any, is obtained. However, we believe that certain patent applications
and/or other patents issued to us more recently will help protect the proprietary nature of our Hemopurifier treatment technology.
We continue to monitor the impact of inflation,
recent bank failures and ongoing geopolitical conflicts including the war in Ukraine and the military actions in Israel and the surrounding
areas, on our business. Given the level of uncertainty regarding the duration and impact of these events on capital markets and the U.S.
economy, we are currently unable to assess their full impact on our timelines and access to capital.
The Company was incorporated in Nevada on March
10, 1999. Our executive offices are located at 11555 Sorrento Valley Road, Suite 203, San Diego, California 92121. Our telephone number
is (619) 941-0360. Our website address is www.aethlonmedical.com.
Our common stock is listed on the Nasdaq Capital Market under the symbol
“AEMD.”
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements
of the Exchange Act, and must file reports, proxy statements and other information with the SEC. The SEC maintains a website (http://www.sec.gov)
that contains reports, proxy and information statements and other information regarding registrants, like us, which file electronically
with the SEC.
THREE MONTHS ENDED DECEMBERJUNE 31,30, 20252026 COMPARED TO THE THREE MONTHS ENDED
DECEMBERJUNE 31,30, 20242025
Consolidated operating expenses for the three
months ended DecemberJune 31,30, 20252026 were approximately $2,062,000$1,579,202 compared to $1,815,000$1,792,390 for the three months ended DecemberJune 31,30, 2024.2025. This
increase decrease of $247,000, $213,189,
or 13.6%,11.9%, inprimarily thereflected 2025lower periodprofessional wasfees due to an increase of approximately $367,000 in payroll, which was partially offset
by a $75,000 decrease inand general and administrative expenses and $44,835 decrease in professional fees.expenses.
Professional fees decreased by $142,463 for the three months ended June 30, 2026, compared to the prior-year period. The decrease was primarily attributable to lower investor relations expenses resulting from costs incurred in the prior-year period in connection with a special meeting of stockholders that did not recur in the current-year period, together with lower accounting fees due to fewer filings requiring audit consent procedures by our predecessor and current independent registered public accounting firms during the current-year period.
General and administrative expenses decreased by $72,907 for the three months ended June 30, 2026, compared to the prior-year period. The decrease primarily reflected lower clinical trial expenses resulting from the timing of trial participant treatment activities between the current-year and prior-year periods, as well as lower costs associated with our preclinical research activities. These decreases were partially offset by normal fluctuations in other general and administrative expenses.
Payroll and related expenses increased by approximately
$367,000, primarily due to bonus expense and related payroll taxes, partially offset by a decrease in stock-based compensation expense
associated with options that became fully amortized. Other changes in payroll costs were not material.
General and administrative expenses decreased
by approximately $75,000, primarily due to lower clinical trial expenses of approximately $57,000, reflecting the timing of trial-related
activities and the impact of the previously disclosed decision to cancel the planned trial in India. Expenses also decreased by approximately
$66,000 in supplies due to the timing of production-related activities and $12,000 in software subscription costs, largely due to a reduced
number of software licenses. These decreases were partially offset by increases in regulatory and listing-related fees of approximately
$37,000, insurance of approximately $15,000, largely related to medical coverage, and $7,000 of other expenses.
The approximate $45,000 decrease in professional
fees for the three months ended December 31, 2025, was primarily due to a $45,000 decrease in investor relations expenses, reflecting
prior year engagement of an investor relations firm with no comparable activities in the current period, and a $18,000 decrease in accounting
fees, partially offset by an approximately $19,000 increase in legal and related fees, primarily associated with Nasdaq compliance.
OtherWe income,recorded primarilyother interestincome income,of totaled$31,290 for the three
$43,871months ended June 30, 2026 compared to other income of $30,532 for the three months ended DecemberJune 31,30, 20252025. andOther $59,964income forin theboth threeperiods
was monthsprimarily ended December 31, 2024 and is presented net of
interest expense.income.
As a result of the changes in expensesfactors noted above,
our net
loss increaseddecreased to approximately $2,018,000$1,547,912 in the three months ended DecemberJune 31,30, 20252026 from approximately $1,755,000$1,761,858 in the three
months ended DecemberJune 31,30, 2024.2025.
Basic and diluted loss attributable to common
stockholders was ($2.45$4.05) for the three months ended DecemberJune 31,30, 2025,2026, compared to ($10.05$4.24) for the three-month period ended December
31,June 2024.30, 2025.
NINE MONTHS ENDED DECEMBER 31, 2025 COMPARED TO THE NINE MONTHS ENDED
DECEMBER 31, 2024
Operating Expenses
Consolidated operating expenses for the nine months
ended December 31, 2025 were approximately $5,364,000 compared to approximately $7,337,000 for the nine months ended December 31, 2025.
This decrease of approximately $1,973,000, or 26.9%, in the 2025 period was due to decreases in payroll and related expenses of approximately
$1,085,000, general and administrative expenses of $527,000 and professional fees of $361,000.
The $1,085,000 decrease in payroll and related
expenses was primarily due to an $826,000 charge in the prior period related to severance agreements and workforce reductions, a $432,000
decrease due to lower headcount, and a $125,000 reduction in stock-based compensation associated with reduced headcount and fully amortized
options, partially offset by an approximately $300,000 increase in bonus expense.
General and administrative expenses decreased
by approximately $527,000 for the nine months ended December 31, 2025, primarily reflecting lower clinical trial expenses of approximately
$348,000, which includes the recognition of a $218,000 Australian R&D tax incentive and the impact of the previously disclosed decision
to cancel the planned India trial. Expenses also benefited from decreases of approximately $137,000 related to the timing of production
activities, $50,000 in insurance primarily due to medical and D&O coverage, $25,000 in software subscriptions, $17,000 in utilities,
and $12,000 in depreciation, along with approximately $16,000 across other miscellaneous categories. These decreases were partially offset
by higher rent of approximately $41,000 associated with a lost deposit on a previously rented mobile cleanroom and $38,000 in regulatory
and listing-related fees.
Professional fees decreased by approximately $361,000,
primarily reflecting a $268,000 reduction in investor relations expenses. Additional decreases included approximately $35,000 in contract
labor for regulatory consulting, $34,000 in scientific consulting from completed projects, and $26,000 in accounting fees, partially offset
by minor increases in other professional services.
Net Loss
As a result of the expense reductions described
above, our net loss improved by approximately $1,865,993 decreasing from approximately $7,133,000 for the nine months ended December 31,
2024, to $5,267,203 for the nine months ended December 31, 2025.
Basic and diluted loss attributable to common
stockholders was ($11.01) for the nine months ended December 31, 2025, compared to ($48.35) for the nine-month period ended December 31,
2024.
As of DecemberJune 31,30, 2025,2026, we had a cash balance of
of $6,956,397$4,933,579 and working capital of $5,884,382.$4,574,872. This compares to a cash balance of $5,501,261$5,026,458 and working capital of $4,050,514$4,122,702 at March
31, 2025.2026.
We dobelieve not expectthat our existingcash and cash equivalents
as of DecemberJune 30, 2026, together with the proceeds received from sales of our common stock under our S-1 registration statement ATM program
31, 2025,subsequent to June 30, 2026, will be sufficient to fund our planned operations for at least twelve months from the issuance date of these condensed
consolidated financial statements.statements are issued.
Although we believe our current cash resources, together with proceeds received subsequent to June 30, 2026, are sufficient to fund our planned operations for at least the next twelve months, we will likely require additional capital in the future to continue advancing the clinical development of the Hemopurifier beyond that period. The timing and amount of future capital requirements will depend on numerous factors, including the progress of our clinical and preclinical development programs, regulatory activities, manufacturing requirements, and other operating expenditures.
As we expand our activities, our overhead costs
to support personnel, laboratory materials and infrastructure will increase and significant additional financing must be obtained to provide
a sufficient source of operating capital. Should the financing we require to sustain our working capital needs be unavailable to us on
reasonable terms, if at all, when we require it, we may be unable to support our research and our planned clinical trials. The failure
to implement our research and clinical trials would have a material adverse effect on our ability to conduct planned clinical trials and
commercialize our products.
Future capital requirements will depend upon many
factors, including progress with pre-clinical testing and clinical trials, the number and breadth of our clinical programs, the time and
costs associated with intellectual property protection and enforcement, regulatory and compliance obligations, the competitive landscape,
and our ability to enter into strategic partnerships or other collaborative arrangements. We expect to continue to incur increasing negative
cash flows and net losses for the foreseeable future.
NET CASH USED IN OPERATING ACTIVITIES. Net cash used in operating activities was approximately $1.9 million for the three months ended June 30, 2026, compared to approximately $1.7 million for the same period in 2025. The greater use of cash in operating activities was primarily attributable to unfavorable changes in working capital, principally a larger reduction in accounts payable and other current liabilities than in the prior-year period. This increase in cash used was partially offset by a lower net loss, lower cash used for prepaid expenses and other current assets, and the absence of payments to related parties made during the prior-year period.
NET CASH USED IN INVESTING ACTIVITIES. Capital expenditures during the three months ended June 30, 2026 consisted of the purchase and installation of an HVAC system for our laboratory facility at a cost of approximately $9,000.
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES. Net cash provided by financing activities was approximately $1.8 million for the three months ended June 30, 2026, compared to net cash used in financing activities of approximately $5,000 for the same period in 2025. The increase was primarily attributable to net proceeds from sales of common stock under our ATM offering program, partially offset by offering costs associated with those sales, including deferred offering costs incurred in connection with future equity issuances. Financing activities during the current-year period also included tax withholding payments related to the net share settlement of restricted stock units.
NET CASH USED IN OPERATING ACTIVITIES. We used
approximately $5,250,000 for the nine months ended December 31, 2025, compared to approximately $5,973,000 for the same period in 2024.
The improvement of approximately $723,000 primarily reflects a lower net loss in the current period. This benefit was largely offset by
changes in working capital, including decreases of approximately $577,000 in amounts due to related parties and $444,000 in accounts payable
and other current liabilities, partially offset by a $7,000 decrease in prepaid expenses and other current assets. Additionally, approximately
$129,000 of lower non-cash charges contributed to the offset, resulting in a total impact of approximately $1,143,000. Overall, the change
in net cash used in operating activities reflects both the reduction in losses and the timing of working capital and non-cash items.
NET CASH PROVIDED BY FINANCING ACTIVITIES. During
the nine months ended December 31, 2025, we raised approximately $6,728,000, net of placement agent fees and offering costs, primarily
through a single transaction combining a PIPE financing with a warrant inducement as well as a separate registered offering, partially
offset by approximately $10,000 used for tax withholding on restricted stock unit settlements. This represents an increase of approximately
$1,350,000 compared to $5,368,000 provided by financing activities for the same period in the prior year.
We expect to continue to incur expenditures related to our ongoing Phase 1 oncology clinical trial in Australia, including costs associated with clinical trial activities, manufacturing of Hemopurifier devices and related research and development activities.
We expect our clinical trial expenses for the
planned oncology trial in Australia to increase for the foreseeable future. Those increases in clinical trial expenses include the cost
of manufacturing additional Hemopurifiers.
In addition, we have entered intomaintain leases for our
headquarters, laboratory and
manufacturing facilities.facilities, all of which expire in March 2027. We expectare evaluating our rentfuture paymentsfacility requirements, including whether to
renew or modify certain lease arrangements as we continue to increaseassess forour theoperational foreseeable future.needs.
Our future capital requirements will depend on numerous factors, including the progress and results of our clinical development programs, the costs of manufacturing Hemopurifier devices, regulatory activities, the protection of our intellectual property, and our ability to establish strategic collaborations or obtain additional financing.
Although we believe that our cash and cash equivalents as of June 30, 2026, together with the proceeds received from sales of common stock subsequent to quarter end, will be sufficient to fund our planned operations for at least twelve months from the date of issuance of these condensed consolidated financial statements, we expect to require additional capital to continue advancing the clinical development of the Hemopurifier beyond that period. Additional financing may be sought through equity offerings, debt financings, strategic collaborations or other financing arrangements. There can be no assurance that such financing will be available on acceptable terms, or at all.
Future capital requirements will depend upon many
factors, including progress with pre-clinical testing and clinical trials, the number and breadth of our clinical programs, the time and
costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims and other proprietary rights, the time and costs
involved in obtaining regulatory approvals, competing technological and market developments, as well as our ability to establish collaborative
arrangements, effective commercialization, marketing activities and other arrangements. We expect to continue to incur increasing negative
cash flows and net losses for the foreseeable future. We will continue to need to raise additional capital either through equity and/or
debt financing for the foreseeable future.
We do plan to access the equity markets for additional
capital, however, there can be no assurance that we will be able to access such additional capital on favorable terms, or at all.
Our ability to raise additional funds may be adversely
impacted by potential worsening global economic conditions and disruptions to and volatility in the credit and financial markets in the
United States, including due to bank failures, actual or perceived changes in interest rates and economic inflation, and worldwide resulting
from macroeconomic factors. Because of the numerous risks and uncertainties associated with product development, we cannot predict the
timing or amount of increased expenses and we may never be profitable or generate positive cash flow from operating activities.
The preparation of our condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Actual results could differ from those estimates.
The preparation of consolidated
financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires us
to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements. These estimates and assumptions affect the reported amounts of expenses
during the reporting period. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other
factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ
from these estimates under different future conditions.
We believe that the estimates and assumptions
most critical to the portrayal of our financial condition and results of operations—because they involve the most difficult, subjective,
or complex judgments—form the basis of our most critical accounting policies. These critical estimates relate to long-lived assets,
stock-based compensation, the valuation allowance for deferred tax assets, contingencies, and clinical trial accruals.
There have been no changes to ourOur critical accounting
policies and estimates
are as discloseddescribed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.2026. There have been no material changes to those
critical accounting policies and estimates during the three months ended June 30, 2026.
AEMD insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-06-30 | Shah Chetan |
Shares withheld for tax | 2,182 | $0.82 | $1.8K |
| 2026-06-30 | Gikakis Nicolas |
Shares withheld for tax | 2,182 | $0.82 | $1.8K |
| 2026-06-30 | Broenniman Edward G |
Shares withheld for tax | 1,091 | $0.82 | $895 |
| 2026-04-17 | Rossetti Angela |
Grant/award | 21,815 | $2.29 | $50.0K |
| 2026-04-17 | Shah Chetan |
Grant/award | 21,815 | $2.29 | $50.0K |
| 2026-04-17 | Gikakis Nicolas |
Grant/award | 21,815 | $2.29 | $50.0K |
| 2026-04-17 | Broenniman Edward G |
Grant/award | 21,815 | $2.29 | $50.0K |
Well-known investors holding AEMD (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 42,977 | $35.4K | 0.0% | New position |