Form 8-K

8-K — AETHLON MEDICAL INC

Accession: 0001683168-26-007126

Filed: 2026-09-15

Period: 2026-09-11

CIK: 0000882291

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — aethlon_8k.htm (Primary)

EX-10.1 — AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT - JAMES A. FRAKES (aethlon_ex1001.htm)

EX-10.2 — AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT - STEVEN P. LAROSA, MD (aethlon_ex1002.htm)

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8-K — CURRENT REPORT

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AETHLON MEDICAL, INC. 8-K

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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):

September 11, 2026

Aethlon

Medical, Inc.

(Exact name of registrant as specified in its

charter)

Nevada

001-37487

13-3632859

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

11555

Sorrento Valley Road, Suite

203

San Diego, California

92121

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (619) 941-0360

N/A

(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 to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value per share

AEMD

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

September 11, 2026, Aethlon Medical, Inc. (the “Company”) entered into amendments to the employment agreements of James B.

Frakes, the Company’s Chief Executive Officer and Chief Financial Officer, and Steven P. LaRosa, M.D., the Company’s Chief

Medical Officer (collectively, the “Amendments”). The Amendments provide that, if a Change in Control (as defined in the applicable

Amendment or employment agreement) is consummated and, concurrently with such consummation, the applicable executive’s employment

is terminated under circumstances entitling the executive to severance benefits under his employment agreement, the severance payments

otherwise payable in installments will instead be paid in a single lump sum. The lump sum will equal the aggregate severance payments

that otherwise would have been payable under the applicable employment agreement and will be paid on the first regular payroll date following

the applicable release effective date, subject to the terms and conditions of the applicable employment agreement.

The

Amendments also provide that, under such circumstances, the applicable health care continuation payments will be paid in a single lump

sum equal to the aggregate health care continuation payments that otherwise would have been payable for the applicable COBRA continuation

period. Once payable, the amount of such lump sum payment will be fixed and will not be reduced, terminated, forfeited, recouped or required

to be repaid as a result of the executive subsequently becoming eligible for or obtaining group health insurance coverage through a new

employer or otherwise ceasing to be eligible for COBRA continuation coverage during the applicable COBRA continuation period.

The Amendments do not

alter the amount or calculation of the applicable severance payments or health care continuation payments or the circumstances under which

the executives become eligible for severance benefits under their respective employment agreements.

The foregoing description

of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendments, copies

of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements

and Exhibits.

(d) Exhibits

Exhibit Number

Description

10.1

Amendment No. 2 to Executive Employment Agreement, dated September 11, 2026, by and between the Aethlon Medical, Inc. and James A. Frakes.

10.2

Amendment No. 1 to Executive Employment Agreement, dated September 11, 2026, by and between Aethlon Medical, Inc. and Steven P. LaRosa, MD.

104

Cover Page Interactive Data File (embedded within the inline XBRL Document)

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: September 15, 2026

AETHLON MEDICAL, INC.

By:

/s/ James B. Frakes

James B. Frakes

Chief Executive Officer and Chief Financial Officer

EX-10.1 — AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT - JAMES A. FRAKES

EX-10.1

Filename: aethlon_ex1001.htm · Sequence: 2

Exhibit 10.1

AETHLON MEDICAL, INC.

AMENDMENT NO. 2 TO

EXECUTIVE EMPLOYMENT AGREEMENT

This Amendment No. 2 to Executive Employment Agreement

(this “Amendment”) is made and entered into as of September 11, 2026 (the “Amendment Effective Date”),

by and between James B. Frakes (“Employee”) and Aethlon Medical, Inc., a Nevada corporation (the “Company”).

The Company and Employee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

A. The Company and Employee are parties to that certain Executive Employment Agreement dated as of December

12, 2018, as amended by Amendment No. 1 to Executive Employment Agreement effective as of November 7, 2023 (as so amended, the “Employment

Agreement”).

B. Section 13.4 of the Employment Agreement provides that the Employment Agreement may be modified or amended

in a writing signed by Employee and a duly authorized member of the Board of Directors of the Company (the “Board”).

C. The Company

and Employee desire to amend the Employment Agreement solely to provide that, if a Change in Control is consummated and Employee is required

to resign or Employee’s employment is terminated concurrently therewith under circumstances entitling Employee to Severance Benefits

under Section 8.2, the Severance Payments and health care continuation payments otherwise payable under the Employment Agreement will

be paid in single lump sums, and the lump sum health care continuation payment will not thereafter be subject to reduction, cessation,

forfeiture, recoupment or repayment based on Employee’s subsequent health coverage or COBRA eligibility.

NOW, THEREFORE, in consideration of the

mutual covenants contained herein, the Parties agree as follows:

1. Lump Sum Payment of Severance Payments in Connection with Change

in Control.

The following new Section 8.2.1(a) is hereby added to the Employment

Agreement immediately following Section 8.2.1:

“(a) Lump Sum Payment in Connection

with Change in Control. Notwithstanding the foregoing provisions of this Section 8.2.1 to the contrary, if a Change in Control is

consummated and, concurrently with such consummation, Employee is required to resign or Employee’s employment is terminated under

circumstances giving rise to Employee’s entitlement to the Severance Payments under Section 8.2, then, in lieu of paying the Severance

Payments in installments on the Company’s regular payroll schedule, the Company shall pay the Severance Payments to Employee in

a single lump sum. The amount of the lump sum payment shall equal the aggregate Severance Payments that would otherwise be payable to

Employee under Section 8.2.1. Subject to Sections 9 and 10, such lump sum payment shall be made on the first regular payroll date following

the Release Effective Date.

For purposes of this Section 8.2.1(a),

a ‘Change in Control’ means: (i) the consummation of a merger, consolidation, reorganization or other business combination

involving the Company following which the stockholders of the Company immediately prior to such transaction do not own, directly or indirectly,

more than fifty percent (50%) of the outstanding voting power of the surviving or resulting entity (or its ultimate parent entity) immediately

following such transaction; or (ii) the consummation of a sale, lease, transfer or other disposition of all or substantially all of the

assets of the Company.”

2. Lump Sum Payment of Health Care Continuation

Coverage Payments in Connection with Change in Control.

The following new Section 8.2.2(a) is hereby added to the Employment

Agreement immediately following Section 8.2.2:

"(a) Lump Sum Payment in Connection

with Change in Control. Notwithstanding the foregoing provisions of this Section 8.2.2 to the contrary, if a Change in Control (as defined

in Section 8.2.1(a)) is consummated and, concurrently with such consummation, Employee is required to resign or Employee’s employment

is terminated under circumstances giving rise to Employee’s entitlement to the health care continuation payments under this Section

8.2.2, then, in lieu of paying the COBRA Premiums directly to the applicable carrier over the COBRA Premium Period, or paying any Special

Cash Payment in installments, as applicable, the Company shall pay Employee a single lump sum cash payment equal to the aggregate COBRA

Premiums (or Special Cash Payment amount, as applicable) that would otherwise be payable for the entire COBRA Premium Period. Subject

to Sections 9 and 10, such lump sum payment shall be made on the first regular payroll date following the Release Effective Date, concurrently

with the lump sum payment of the Severance Payments under Section 8.2.1(a). Once payable, the amount of such lump sum payment shall be

fixed and shall not be reduced, terminated, forfeited, recouped or required to be repaid as a result of Employee subsequently becoming

eligible for or obtaining group health insurance coverage through a new employer or otherwise ceasing to be eligible for COBRA continuation

coverage during the COBRA Premium Period.”

3. No Other Changes.

Except as expressly amended by this Amendment,

the Employment Agreement remains unmodified and in full force and effect. Without limiting the foregoing, this Amendment does not alter

the amount or calculation of the Severance Payments or the health care continuation payments, or the circumstances under which Employee

becomes eligible for the Severance Benefits under Section 8.2 or the Release Requirement under Section 9 or any other benefit payable

under the Employment Agreement..

4. Section 409A.

This Amendment is intended to comply with, or

be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and shall be interpreted

and administered consistently with that intent. Section 10 of the Employment Agreement remains in full force and effect and applies to

all payments made pursuant to this Amendment.

5. Conflicts.

In the event of any conflict between the terms

of this Amendment and the terms of the Employment Agreement, the terms of this Amendment shall control with respect to the subject matter

addressed herein.

6. Governing Law; Counterparts.

This Amendment shall be governed by the laws of

the State of California, consistent with the Employment Agreement, and may be executed in counterparts, each of which shall be deemed

an original and all of which together shall constitute one and the same instrument. Facsimile and electronic signatures shall have the

same force and effect as original signatures.

IN WITNESS WHEREOF, the Parties have executed

this Amendment as of the Amendment Effective Date.

AETHLON MEDICAL, INC.

By: _/s/Steven La Rosa_________________________________

Name: Steven LaRosa

Title: Chief Medical Officer

EMPLOYEE

/s/James B. Frakes_____________________________________

James B. Frakes

EX-10.2 — AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT - STEVEN P. LAROSA, MD

EX-10.2

Filename: aethlon_ex1002.htm · Sequence: 3

Exhibit 10.2

AETHLON MEDICAL, INC.

AMENDMENT NO. 1 TO

EXECUTIVE EMPLOYMENT AGREEMENT

This Amendment No. 1 to Executive Employment Agreement

(this “Amendment”) is made and entered into as of September 11, 2026 (the “Amendment Effective Date”),

by and between Steven P. LaRosa, MD (“Employee”) and Aethlon Medical, Inc. (the “Company”). The

Company and Employee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

A. The Company and Employee are parties to that certain Executive Employment Agreement dated as of January

4, 2021 (the “Agreement”).

B. Section 13.4 of the Agreement provides that the Agreement may be modified or amended in a writing signed

by a duly authorized member of the Board of Directors of the Company (the “Board”).

C. The Company and Employee desire to amend the Agreement to provide that, if a Change in Control is consummated

and Employee’s resignation is required or employment is terminated concurrently therewith under circumstances entitling Employee

to Severance Benefits under Section 8.2, the Severance Payments and health care continuation payments otherwise payable under the Agreement

will be paid in single lump sums, and the lump sum health care continuation payment will not thereafter be subject to reduction, cessation,

forfeiture, recoupment or repayment based on Employee’s subsequent health coverage or COBRA eligibility.

NOW, THEREFORE, in consideration of the

mutual covenants contained herein, the Parties agree as follows:

1. Lump Sum Payment of Severance Payments upon

Change in Control.

The following new Section 8.2.1(a) is hereby added

to the Agreement, immediately following Section 8.2.1 (Severance Payments):

“(a) Lump Sum Payment upon

Change in Control. Notwithstanding the foregoing provisions of this Section 8.2.1 to the contrary, if a Change in Control (as defined

under the Plan and referenced in Section 5) is consummated and, concurrently with such consummation, Employee is required to resign or

Employee’s employment is terminated under circumstances giving rise to Employee’s entitlement to the Severance Payments under

Section 8.2, then, in lieu of paying the Severance Payments in installments on the Company’s regular payroll schedule, the Company

shall pay the Severance Payments to Employee in a single lump sum. The amount of the lump sum payment shall equal the aggregate Severance

Payments that would otherwise be payable to Employee under Section 8.2.1. Subject to Section 10, such lump sum payment shall be made on

the Company’s first regular payroll date following the Release Effective Date.””

2. Lump Sum Payment of Health Care Continuation

Coverage Payments upon Change in Control.

The following new Section 8.2.2(a) is hereby added

to the Agreement, immediately following Section 8.2.2 (Health Care Continuation Coverage Payments):

"(a) Lump Sum Payment upon Change

in Control. Notwithstanding the foregoing provisions of this Section 8.2.2 to the contrary, if a Change in Control (as defined under the

Plan and referenced in Section 5) is consummated and, concurrently with such consummation, Employee’s employment is terminated under

circumstances giving rise to Employee’s entitlement to the health care continuation payments under this Section 8.2.2, then, in

lieu of paying the COBRA Premiums directly to the applicable carrier over the COBRA Premium Period, or paying any Special Cash Payment

in installments, as applicable, the Company shall pay Employee a single lump sum cash payment equal to the aggregate COBRA Premiums (or

Special Cash Payment amount, as applicable) that would otherwise be payable for the entire COBRA Premium Period. Subject to Section 10,

such lump sum payment shall be made on the Company’s first regular payroll date following the Release Effective Date, concurrently

with the lump sum payment of the Severance Payments under Section 8.2.1(a). Once payable, the amount of such lump sum payment shall be

fixed and shall not be reduced, terminated, forfeited, recouped or required to be repaid as a result of Employee subsequently becoming

eligible for or obtaining group health insurance coverage through a new employer or otherwise ceasing to be eligible for COBRA continuation

coverage during the COBRA Premium Period."

3. No Other Changes.

Except as expressly amended by this Amendment,

the Agreement remains unmodified and in full force and effect. Without limiting the foregoing, this Amendment does not alter the amount

or calculation of the Severance Payments or the health care continuation payments, the eligibility conditions for the Severance Benefits

under Section 8.2, the Release Requirement under Section 9, or the equity acceleration provisions of Section 5.

4. Section 409A.

This Amendment is intended to comply with, or

be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and shall be interpreted

and administered consistently with that intent, including the provisions of Section 10 of the Agreement, which remain in full force and

effect and apply equally to payments made under this Amendment.

5. Conflicts.

In the event of any conflict between the terms

of this Amendment and the terms of the Agreement, the terms of this Amendment shall control with respect to the subject matter addressed

herein.

6. Governing Law; Counterparts.

This Amendment shall be governed by the laws of

the State of California, consistent with Section 13.9 of the Agreement, and may be executed in counterparts, consistent with Section 13.5

of the Agreement.

IN WITNESS WHEREOF, the Parties have executed

this Amendment as of the Amendment Effective Date.

AETHLON MEDICAL, INC.

By: /s/ James B. Frakes_________________________________

Name: James B. Frakes

Title: Chief Executive Officer and Chief Financial Officer

EMPLOYEE

/s/ Steven La Rosa____________________________________

Steven P. LaRosa, MD

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