Form: S-8

Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

September 19, 2022

S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

Published on September 19, 2022

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)

     
Nevada   13-3632859

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

   
11555 Sorrento Valley Road, Suite 203, San Diego, California   92121
(Address of Principal Executive Offices)   (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.

             
Large accelerated filer     Accelerated filer  
       
Non-accelerated filer     Smaller reporting company  
       
        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 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.

 

ITEM 8. EXHIBITS

 

            Incorporated by Reference
Exhibit
Number
  Exhibit Description   Form   SEC File No.     Exhibit
Number
  Date Filed
Herewith
               
4.1   Articles of Incorporation, as amended.   8-K     001-37487     3.1   September 19, 2022    
               
4.2   Amended and Restated Bylaws.   8-K     001-37487     3.1   September 12, 2019    
                             
5.1   Opinion of Brownstein Hyatt Farber Schreck, LLP.                       X
               
23.1   Consent of Baker Tilly US, LLP, Independent Registered Public Accounting Firm.                       X
               
23.2   Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1).                       X
                             
24.1   Power of Attorney (included on signature page hereto).                       X
                             
99.1   Aethlon Medical, Inc. 2020 Equity Incentive Plan, as amended, Form of Restricted Stock Grant, Form of Option Grant and Agreement.   8-K     001-37487     99.1   September 19, 2022    
                             
107   Filing Fee Table                       X

 

 

 

 

 

 

 

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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.

 

  Aethlon Medical, Inc.
   
  By:  /s/ James B. Frakes
    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.

         

Signature

 

Title

 

Date

     

/s/ Charles J. Fisher, Jr., MD

Charles J. Fisher, Jr., MD

 

Chief Executive Officer and Director

(Principal Executive Officer)

  September 19, 2022
     

/s/ James B. Frakes

James B. Frakes

 

Chief Financial Officer

(Principal Accounting and Financial Officer)

  September 19, 2022
     

/s/ Edward G. Broenniman

Edward G. Broenniman

  Chairman of the Board, Director   September 19, 2022
     

/s/ Guy F. Cipriani

Guy F. Cipriani

  SVP and Chief Business Officer and Director   September 19, 2022
     

/s/ Chetan Shah, MD

Chetan Shah, MD

  Director   September 19, 2022
     

/s/ Angela Rossetti

Angela Rossetti

  Director   September 19, 2022
   

 

 

 

 

 

 

 

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