UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2008
AETHLON MEDICAL, INC.
(Exact name of Registrant as specified in charter)
NEVADA 000-21846 13-3632859
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
3030 Bunker Hill Street, Suite 4000
SAN DIEGO, CALIFORNIA 92109
(Address of principal executive offices)
Registrant's telephone number, including area code: (858) 459-7800
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
FORWARD LOOKING STATEMENTS
This Form 8-K and other reports filed by Registrant from time to time
with the Securities and Exchange Commission (collectively the "Filings") contain
or may contain forward looking statements and information that are based upon
beliefs of, and information currently available to, Registrant's management as
well as estimates and assumptions made by Registrant's management. When used in
the Filings the words "anticipate, "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to Registrant or Registrant's management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to Registrant's industry, Registrant's operations and results
of operations and any businesses that may be acquired by Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.
Although Registrant believes that the expectations reflected in the
forward looking statements are reasonable, Registrant cannot guarantee future
results, levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, Registrant
does not intend to update any of the forward-looking statements to conform these
statements to actual results.
ITEM 8.01 OTHER EVENTS
On July 28, 2008, Edward G. Broenniman, a director, and his wife, Linda
Broenniman, acquired 446,300 shares of common stock at the closing market price
of $0.33 per share in exchange for forgiveness of debt. Both parties were former
executives at Hemex, Inc., which the Company acquired in 1999. The debt was
incurred in prior years and related to salary and expenses. The conversion was
memorialized in a letter agreement with the Company and approved by the Board of
Directors, dated July 28, 2008. These securities were issued in reliance upon an
exemption from registration pursuant to Section 4(2) of the Securities Act of
1933.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS
ITEM NO. DESCRIPTION
10.1 Letter agreement between Aethlon Medical, Inc. and Edward G.
Broenniman
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 30, 2008
AETHLON MEDICAL, INC.
By: /s/ James A. Joyce
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James A. Joyce
Chief Executive Office