Aethlon Medical, Inc. (AEMD) Earnings Call Transcript & Summary

Good day, everyone. Welcome to the 2025 Special Meeting of Stockholders of Aethlon Medical, Inc. It is now my pleasure to hand the call over to James B. Frakes. Jim, you may begin.

Thank you. Good morning. My name is James Frakes, and I'm the Chief Executive Officer and Chief Financial Officer of Aethlon Medical, Inc. I'd like to welcome you to the Aethlon Medical 2025 Special Meeting of Stockholders. The meeting will now officially come to order. The time is now approximately 8:00 a.m. Pacific Time on May 13, 2025, and the polls are now open for voting on all matters to be presented. As you know, we have adopted a virtual format for our special meeting this year in order to provide a consistent and convenient experience to all stockholders regardless of location. I would also like to introduce Jennifer Trowbridge of Procopio, Cory, Hargreaves & Savitch LLP, the company's outside legal counsel, who is also in attendance virtually and available to respond to appropriate questions as needed. Ms. Trowbridge will be serving as Inspector of Election and Secretary of the special meeting. We will now proceed the formal business of the meeting in the order set forth in the notice of special meeting and proxy statement. We will first present the 3 proposals submitted for stockholder approval by our Board of Directors. We will take questions related to the proposals after all of the proposals have been presented, after which we will announce the preliminary results of the voting. As I mentioned earlier, the polls are open for voting on all matters to be presented. Each share of common stock issued and outstanding as of the close of business on March 27, 2025, the record date for the special meeting is entitled to 1 vote on each matter to be presented. After I describe each item to be voted on, we will close the polls. We will not accept ballots, proxies, revocations or changes after the closing of the polls. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed. If you intend to vote and have not already done so or you desire to change your vote, you must submit your vote online now. If you have not voted, I encourage you to vote online now to ensure that your vote is counted. [Voting]

If you hold your shares through a bank, broker or other nominee, you must follow the directions you received from them in order to vote or to change your previously submitted vote. Stockholders of record and registered beneficial owners may submit questions or comments for the Q&A portion of the meeting. Questions can be submitted by e-mail to me, Jim Frakes, CEO and CFO at [email protected]. We will try to answer questions submitted that are germane to the proposals and/or this meeting as and if we have time. I will screen incoming questions. And during the Q&A portion of the meeting, we will read germane questions out loud before someone from our team responds. Please submit your questions now to make sure they are received in a timely fashion for our review and response. Will the Secretary of the meeting please report at this time with respect to the mailing of the notice of the meeting and stockholders list?

Yes. I have at this meeting a complete list of holders of record of the company's common stock on March 27, 2025, the record date for this meeting. A list of stockholders of record is available for inspection by stockholders of record during this meeting for any time germane to this meeting. I also have an affidavit certifying that on or about April 21, 2025, a notice of Special Meeting of Stockholders of the company was deposited in the United States mail to all stockholders of record at the close of business on March 27, 2025.

At this time, I'm appointing Ms. Trowbridge to act as inspector of election at this meeting. Ms. Trowbridge can subscribe the customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of this meeting. Her function is to decide upon the qualifications of voters, accept their votes and when balloting on all matters is completed, to tally the final votes. Will the secretary please report at this time with respect to the existence of a quorum?

Yes, proxies have been received for 6,227,778 of the 16,061,096 shares of common stock outstanding on the record date, which recommend -- represents approximately 38.78% of the total number of outstanding shares. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting.

Great. We will now proceed with the formal business of the meeting. After all of the proposals have been described, we will answer any questions related to the proposals submitted online. As a reminder, we ask that any comments or questions during this portion of the meeting pertain only to these proposals. Please submit any questions as soon as possible for our review. There are 3 proposals to be considered by the stockholders at this meeting. The first item of business is the approval of a reverse stock split of our common stock pursuant to Nevada revised statutes 78.2055 at a ratio in the range of 1-for-5 to 1 for 12 with such ratio to be determined at the discretion of our Board of Directors and with such reverse stock split to be effected at such time and date as determined by our Board of Directors in its sole discretion, but in no event later than May 13, 2026. The second item of business today is the approval of the issuance of shares of common stock upon the exercise of warrants to purchase common stock defined as the inducement warrants, issued in a private placement and to approve the reset of exercise price provision contained in the inducement warrants. And the third item of business is the approval of an adjournment of the special meeting to another place or a later date and date -- or dates, if necessary or appropriate, to solicit additional proxies in the event we have not received sufficient votes in favor of any of the foregoing proposals. That was the final proposal for today's meeting. I will now take a moment to review any questions submitted during -- regarding the proposals before we close the polls. As a reminder, we will only review and answer questions at this time that pertain to the proposals. Please note that our discussion today may include forward-looking statements, and our actual results may differ materially from those discussed here. Additional information concerning factors that could cause such a difference can be found in our most recently filed quarterly report on 10-Q. Now let me check my e-mails. As I have not received any questions related to the proposals being presented to our stockholders for approval at today's meeting, we will move on. The time is now 8:08 a.m. Pacific Time, and the polls are now closed for voting. May we have the results of the voting, please?

Yes. The report of the inspector of election covering the proposals presented at this meeting is as follows: The proposal to approve a reverse stock split of our common stock pursuant to Nevada revised statute 78.2055 at a ratio within the range of 1 for 5 to 1 for 12 with such ratio to be determined at the discretion of the Board of Directors and with such reverse to be effective at the time as determined by our Board of Directors and their sole discretion, but in no event later than May 13, 2026, is carried and approved. The issuance of shares of common stock upon exercise of the warrants to purchase common stock defined as the inducement warrants issued in a private placement and to approve the reset of the exercise price contained in the inducement of warrants is approved. And the proposal to approve an adjournment to the special meeting to another place on another date or time, if necessary or appropriate, to solicit additional proxies in the event we have not received sufficient votes in favor of any of the foregoing approvals is approved.

Thank you. Because each of the proposals presented for approval at today's meeting have been approved by our stockholders, we will not be adjourning the meeting to another place or time and we'll close out all matters of business at today's meeting. We expect to report our preliminary voting results or if available to us on a timely basis, our final voting results on a current report on Form 8-K to be filed with the SEC within 4 business days after the end of this meeting. If not earlier reported, we expect to report our final voting results in an amendment to our Form 8-K within 4 business days after the final results are known to us. This concludes the formal portion of today's meeting, and the special meeting is now adjourned. I will check again to see if there are any questions. Having received none, we will conclude the meeting. And I would like to thank you again for your attendance at today's meeting and for your continued support of Aethlon.

Thank you. This does now conclude today's webcast. You may disconnect at this time. Enjoy the rest of your day.