Opening the filing
8-K
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 1.01 Entry into a Material Definitive Agreement.
Merger Agreement On September 17, 2026, Aethlon Medical, Inc., a Nevada corporation (the “ Company ”), Nighthawk Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of the Company (the “ First Merger Sub ”), Nighthawk Second Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (the “ Second Merger Sub ” and, together with First Merger Sub, the “ Merger Subs ”), and North Immunology, Inc., a Delaware corporation (“ North Immunology ”), entered into an Agreement and Plan of Merger and Reorganization (the “ Merger Agreement ”), pursuant to which, among other matters and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, (i) First Merger Sub will merge with and into North Immunology, with North Immunology surviving the merger as a wholly owned subsidiary of the Company (the “ First Merger ”), and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, North Immunology will merge with and into Second Merger Sub, with Second Merger Sub surviving such merger (the “ Second Merger ” and, together with the First Merger, the “ Merger ”). The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the First Merger (the “ First Effective Time ”), each share of North Immunology capital stock outstanding immediately prior to the First Effective Time (including shares issued in the Private Placement described below, and excluding treasury shares and dissenting shares) will be converted into the right to receive a number of shares of the Company’s common stock, $0.001 par value per share (the “ Common Stock ”), equal to the exchange ratio determined under the Merger Agreement (the “ Exchange Ratio ”); provided that, in the event the aggregate number of shares of Common Stock issuable to any holder of North Immunology capital stock would, together with all securities then beneficially owned by such holder and its affiliates, exceed such holder’s applicable beneficial ownership limitation (a “ Beneficial Ownership Limitation ”), the Company will issue to such holder (x) shares of Common Stock up to such holder’s Beneficial Ownership Limitation and (y) in lieu of any shares of Common Stock in excess of such Beneficial Ownership Limitation, pre-funded warrants (the “ Pre-Funded Warrants ”) to purchase a number of shares of Common Stock equal to such excess. Outstanding North Immunology options, restricted stock units and warrants will be assumed by the Company and adjusted in accordance with the Exchange Ratio, in each case as set forth in the Merger Agreement. Outstanding options
and warrants of the Company will remain outstanding following the Merger in accordance with their respective terms, subject to adjustment as provided therein.
The Exchange Ratio is derived from the valuation framework in the Merger Agreement, which contemplates an equity value for North Immunology of $150,000,000 or such higher value ascribed to North Immunology in the Private Placement, plus the aggregate amount of the Private Placement (including the principal amount of, and accrued interest on, North Immunology’s outstanding convertible promissory notes that convert in connection therewith), and a valuation for the Company of $16,500,000, reduced by the amount (if any) by which the Company’s net cash at closing is less than $0, in each case as further described in the Merger Agreement. Pursuant to the Exchange Ratio formula in the Merger Agreement, upon the closing of the Merger, on a pro forma basis, pre-Merger North Immunology stockholders (inclusive of investors in the Private Placement) are expected to own approximately 95.25% of the combined company and pre-Merger Company stockholders are expected to own approximately 4.75% of the combined company. The foregoing percentages give effect to the issuance of 591,574 shares of Common Stock to Maxim prior to the closing of the Merger in satisfaction of advisory fees payable by the Company in connection with the Merger.
In connection with the Merger, the Company will seek the approval of its stockholders to, among other things, (a) approve the issuance of the shares of Common Stock issuable in connection with the Merger under the rules of The Nasdaq Stock Market (“ Nasdaq ”) and the resulting change of control, and (b) amend its articles of incorporation to (i) change the name of the Company to “North Immunology, Inc.,” (ii) effect a reverse stock split of the Common Stock (to the extent necessary to satisfy the initial listing requirements of Nasdaq), (iii) increase the number of shares of Common Stock that the Company is authorized to issue, and (iv) make such other changes as are mutually agreeable to the Company and North Immunology (such amendment, the “ Charter Amendment ”). In connection with these matters, the Company has agreed to prepare and file with the Securities and Exchange Commission (the “ SEC ”) a registration statement on Form S-4 (the “ Form S-4 ”), which will include a proxy statement and other relevant materials relating to a meeting of the Company’s stockholders to be held in connection with the Merger.
Each of the Company and North Immunology has made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants relating to (1) the conduct of their respective businesses during the period between the date of signing the Merger Agreement and the closing of the Merger, (2) non-solicitation of alternative acquisition proposals, (3) using commercially reasonable efforts to obtain the regulatory approvals required by applicable law, (4) the Company using commercially reasonable efforts to maintain the existing listing of the Common Stock on Nasdaq and to cause the shares of Common Stock to be issued in connection with the Merger to be approved for listing on Nasdaq, pursuant to an initial listing application, prior to the closing of the Merger, and (5) the Company filing with the SEC the Form S-4.
Consummation of the Merger is subject to certain closing conditions, including, among other things, (1) approval by the requisite Company stockholders of the matters to be submitted to them in connection with the Merger, (2) approval by the requisite North Immunology stockholders of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, (3) Nasdaq’s approval of the initial listing application to be submitted in connection with the Merger, (4) the Form S-4 becoming effective in accordance with the Securities Act of 1933, as amended (the “ Securities Act ”), and not being subject to any stop order or proceeding seeking a stop order, (5) the expiration or termination of any applicable waiting periods (or extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (6) the Subscription Agreement (described below) being in full force and effect and providing for the receipt by North Immunology of proceeds of not less than $175,000,000 at or substantially concurrently with the closing of the Merger. Each party’s obligation to consummate the Merger is also subject to other specified customary conditions, including regarding the accuracy of the representations and warranties of the other party, subject to the applicable materiality standard, and the performance in all material respects by the other party of its obligations under the Merger Agreement required to be performed on or prior to the date of the closing of the Merger.
The Merger Agreement contains certain termination rights of each of the Company and North Immunology, including the right of either party to terminate if the Merger has not been consummated by June 17, 2027 (subject to extension in specified circumstances). Upon termination of the Merger Agreement under specified circumstances, the Company may be required to pay North Immunology a termination fee of $300,000 and North Immunology may be required to pay the Company a termination fee of $2,000,000.
The Merger Agreement has been approved by the boards of directors of the Company, North Immunology and the Merger Subs. The Merger Agreement provides that the directors and officers of the Company and the surviving entity following the closing will be designated by North Immunology in accordance with the terms of the Merger Agreement. Upon the closing of the Merger, the combined company will be led by North Immunology’s chief executive officer.
Financing Transaction
Concurrently with the execution and delivery of the Merger Agreement, certain institutional and accredited investors entered into a securities purchase agreement with North Immunology (the “ Subscription Agreement ”), pursuant to which they have agreed, subject to the terms and conditions thereof, to purchase immediately prior to the First Effective Time shares of North Immunology common stock and pre-funded warrants to purchase North Immunology common stock (together, the “ PIPE Securities ”) for an aggregate purchase price of approximately $180 million in a private placement (the “ Private Placement ”), consisting of approximately $146 million in cash proceeds and approximately $34 million from the contribution of North Immunology’s outstanding convertible promissory notes (together with accrued interest thereon).
The closing of the Private Placement is conditioned on the satisfaction or waiver of the conditions set forth in the Merger Agreement, in addition to other customary closing conditions, and is expected to occur immediately prior to the First Effective Time. In addition, North Immunology’s outstanding simple agreements for future equity will convert into shares of North Immunology common stock in accordance with their terms prior to the First Effective Time.
The consummation of the Private Placement, providing for proceeds to North Immunology of not less than $175,000,000, is a condition to the closing of the Merger. Shares of North Immunology common stock and pre-funded warrants issued pursuant to the Private Placement will be converted into shares of Common Stock and Pre-Funded Warrants to acquire shares of Common Stock, in accordance with the Exchange Ratio and the Merger Agreement.