UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 24, 2014

AETHLON MEDICAL, INC.

(Exact name of registrant as specified in its charter)

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 (see General Instruction A.2 below):

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 3.02           UNREGISTERED SALES OF EQUITY SECURITIES.

On July 24, 2014, the Registrant issued an aggregate of 2,503,966 shares of restricted Common Stock and a seven-year warrant (the “Warrant”) to issue up to 1,251,983 shares of Common Stock at an exercise price of $0.132 per share to Dr. Chetan Shah, a director of the Registrant. The Common Stock and Warrant were issued to Dr. Shah upon the conversion of an aggregate of $220,349 of unpaid principal and accrued interest due under a 10% Convertible Note (the “Note”) previously issued to Dr. Shah by the Registrant on July 9, 2013. The Registrant previously reported the issuance of the Note to Dr. Shah in its Annual Report on Form 10-K for the period ended March 31, 2013 filed on July 15, 2013.

The amount converted represented the entire amount outstanding under the Note. As a result of the conversion of the Note, Dr. Shah currently beneficially owns 6.9% of the Registrant’s Common Stock. The issuance of the Common Stock and Warrant to Dr. Shah upon the conversion is consistent with the equity unit structure used by the Registrant for various issuances to third party investors since March 2012.

The foregoing description of the Warrant does not purport to be complete and is qualified in its entirety by the form of Warrant attached as Exhibit 4.1 hereto.

The conversion was effected in reliance upon the exemption from registration set forth in Section 4(2) of the Act as Dr. Shah is an accredited investor and the conversion did not involve any form of general solicitation or general advertising.

ITEM 9.01           FINANCIAL STATEMENTS AND EXHIBITS.

(d) EXHIBITS

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.