Securities Registration: Employee Benefit Plan (s-8)
20 September 2022 - 07:24AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on September 19, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Aethlon Medical, Inc.
(Exact name of registrant as specified in its
charter)
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Nevada |
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13-3632859 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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11555 Sorrento Valley Road, Suite 203, San Diego, California |
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92121 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Aethlon Medical, Inc. 2020 Equity Incentive
Plan
(Full title of the plan)
James B. Frakes
11555 Sorrento Valley Road, Suite 203
San Diego,
California 92121
(858) 459 -7800
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Julie Robinson
Cooley LLP
4401 Eastgate Mall
San Diego, California 92121
(858) 550-6000
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☒ |
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Smaller reporting company |
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☒ |
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Emerging growth company |
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☐ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☐
INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement is being filed for
the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant
on Form S-8 relating to the same employee benefit plan is effective.
The Registrant previously registered shares of
its Common Stock for issuance under the Aethlon Medical, Inc. 2020 Equity Incentive Plan under a Registration Statement on Form S-8 filed
with the Securities and Exchange Commission (“SEC”) on September 15, 2020 (File No. 333-248820). Pursuant to General Instruction
E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above.
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Incorporated by Reference |
Exhibit
Number |
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Exhibit Description |
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Form |
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SEC File No. |
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Exhibit
Number |
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Date |
Filed
Herewith |
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4.1 |
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Articles of Incorporation, as amended. |
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8-K |
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001-37487 |
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3.1 |
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September 19, 2022 |
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4.2 |
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Amended and Restated Bylaws. |
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8-K |
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001-37487 |
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3.1 |
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September 12, 2019 |
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5.1 |
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Opinion of Brownstein Hyatt Farber Schreck, LLP. |
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X |
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23.1 |
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Consent of Baker
Tilly US, LLP, Independent Registered Public Accounting Firm. |
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X |
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23.2 |
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Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1). |
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X |
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24.1 |
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Power of Attorney (included on signature page hereto). |
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X |
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99.1 |
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Aethlon Medical, Inc. 2020 Equity Incentive Plan, as amended, Form of Restricted Stock Grant, Form of Option Grant and Agreement. |
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8-K |
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001-37487 |
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99.1 |
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September 19, 2022 |
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107 |
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Filing Fee Table |
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X |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego,
State of California, on September 19, 2022.
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Aethlon Medical, Inc. |
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By: |
/s/ James B. Frakes |
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James B. Frakes Chief Financial Officer
Chief Accounting Officer |
POWER
OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles J. Fisher, Jr., MD and James B. Frakes, and each of them, as his or her true and lawful
attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any
and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the
same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Charles
J. Fisher, Jr., MD
Charles J. Fisher, Jr., MD |
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Chief Executive Officer and
Director
(Principal Executive Officer) |
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September 19, 2022 |
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/s/ James B.
Frakes
James B. Frakes |
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Chief Financial Officer
(Principal Accounting
and Financial Officer) |
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September 19, 2022 |
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/s/ Edward G.
Broenniman
Edward G. Broenniman |
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Chairman of the Board, Director |
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September 19, 2022 |
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/s/ Guy F. Cipriani
Guy F. Cipriani |
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SVP and Chief Business Officer and Director |
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September 19, 2022 |
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/s/ Chetan Shah,
MD
Chetan Shah, MD |
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Director |
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September 19, 2022 |
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/s/ Angela Rossetti
Angela Rossetti |
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Director |
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September 19, 2022 |
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