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

Greetings. Welcome to Aethlon Medical, Inc. Annual Meeting of Stockholders Call. [Operator Instructions] Please note this conference is being recorded. I will now turn the conference over to your host, James Frakes, Chief Executive Officer and Chief Financial Officer. Jim, please go ahead.

Thank you. Good morning. My name is Jim Frakes, and I'm the Chief Executive Officer and Chief Financial Officer of Aethlon Medical, Inc. I am pleased to welcome you to the Aethlon Medical Annual Meeting of Stockholders. The meeting will now officially come to order. The time is now approximately 8:00 a.m. Pacific Time on February 19, 2026, 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 annual meeting this year in order to provide a consistent and convenient experience to all shareholders regardless of location. Before we proceed with the formal business of the meeting, I'd like to introduce to you the members of the Board and the business team who are with us today. The other members of the Board with us virtually today are Edward G. Broenniman, Dr. Chetan Shah, Angela Rossetti and Nicolas Gikakis. The other officer of the company with us virtually today is Michele Bombardiere, VP Controller. 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 Annual Meeting. We will now proceed with the formal business of the meeting in the order set forth in the notice of annual meeting and proxy statement. We will first present the proposals submitted for stockholder approval by our Board. We will take questions related to the proposals. And 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 January 14, 2026, the record date for the annual 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 your vote is counted. If you hold shares through a bank, broker or other nominee, you must follow the directions you receive 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 this meeting. Questions can be submitted by e-mail to me, Jim Frakes, CEO and CFO of Aethlon at [email protected]. We will try to answer the 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 that 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 the stockholders' list.

Yes. This is Jennifer here. I have at this meeting a complete list of the holders of record of the company's common stock on January 14, 2026, the record date for this meeting. A list of stockholders of record is available for inspection by the stockholders of record during this meeting for any reason germane to this meeting. I also have an affidavit certifying that on or about January 16, 2026, a notice of Annual Meeting of Stockholders of the company was deposited in the United States mail to all stockholders of record at the close of business on January 14, 2026.

Thank you. At this time, I am appointing Ms. Trowbridge to act as Inspector of Election at this meeting. Ms. Trowbridge has taken and subscribed the customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of the 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 445,731 of the 973,213 shares of common stock outstanding on the record date, which represents approximately 45.8% of the total outstanding shares. This constitutes a quorum for the meeting today, and we may carry out the business of the meeting.

Thank you. We will now proceed with the formal business of this 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 questions or comments during this portion of the meeting pertain only to these proposals. Please submit any questions as soon as possible for our review. There are 7 proposals to be considered by the stockholders at this meeting. The first item of business is the election of 5 directors to serve until the Annual Meeting of Stockholders in 2026 and until their successors are elected. The nominees for directors are: Edward G. Broenniman, James B. Frakes, Nicolas Gikakis, Angela Rossetti and Chetan Shah M.D. The second item of business today is the ratification of the appointment of Haskell & White LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2026. The third item of business is the approval of an amendment to our 2020 equity incentive plan, as amended, to increase the number of shares of our common stock authorized for issuance thereunder by 100,000 shares. The fourth item of business is the approval of an amendment to our Articles of Incorporation to increase the total authorized shares of our common stock from 6 million to 100 million. The fifth item of business is the approval for the purposes of complying with Nasdaq Listing Rule 5635(d) of the issuance of up to an aggregate 1,662,553 shares of common stock issuable upon the exercise of common warrants, placement agent warrants and prefunded warrants issued in connection with the securities purchase agreement dated as of December 5, 2025, in connection with the company's private placement financing. The sixth item of business is the approval for the purposes of complying with Nasdaq Listing Rule 5635(d) of the issuance of up to 368,471 shares of the company's common stock issuable upon the exercise of new unregistered common stock purchase warrants issued pursuant to that certain warrant inducement agreement dated December 5, 2025. The seventh and final item of business is the approval of an adjournment of the annual meeting to another place or a later date or dates, if necessary or appropriate, to solicit additional proxies in the event we have not received sufficient votes in favor of any of the foregoing proposals. That was the final proposal for today's meeting. I will now take a moment to review any questions submitted during 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. We have not received any questions related to the proposals. Therefore, we will proceed. The time is now 8:10 a.m. Pacific Time, and the polls are now closed for voting. Let's now move on to the announcement of results of voting. May we have the results of the voting, please?

Yes. All right. The report of the Inspector of Election covering the proposals presented is as follows: the proposal to elect each of Edward G. Broenniman, James B. Frakes, Nicolas Gikakis, Angela Rossetti and Chetan S. Shah as directors of the company is carried. The selection of Haskell & White LLP as the company's independent registered public accounting firm for the fiscal year ending March 31, 2026, is approved. The proposal to approve an amendment to the company's 2020 equity incentive plan as amended, to increase the number of shares of the company's common stock authorized for issuance thereunder by 100,000 shares is approved. The proposal to approve an amendment to our Articles of Incorporation to increase the total authorized shares of our common stock from 6 million to 100 million is approved. The issuance of shares of common stock issuable upon the exercise of common warrants, placement agent warrants and prefunded warrants issued in connection with a December 2025 private placement is approved. The issuance of the company's common stock issuable upon the exercise of new unregistered common stock purchase warrants pursuant to a warrant inducement agreement also dated December 5, 2025, is approved. The proposal to approve an adjournment of the annual meeting to another place or a later date or dates, if necessary or appropriate, to solicit additional proxies in the event we have not received sufficient votes in favor of the foregoing proposals is also approved.

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 reported earlier, 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 annual meeting is now adjourned. We will now entertain any appropriate questions from stockholders. We did not receive any such questions. Therefore, we will move on to closing remarks. I'd like to thank all the stockholders for attending today's meeting and your continued support of Aethlon. Operator, please close the call.

Thank you. This concludes today's conference, and you may disconnect at this time. Thank you for your participation.