| EQUITY TRANSACTIONS | COMMON STOCK AND WARRANTS Aethlon Medical, Inc. Equity
Transactions in the Fiscal Year Ended March 31, 2016 REVERSE STOCK SPLIT On April 14, 2015, we completed
a 1-for-50 reverse stock split. Accordingly, authorized common stock was reduced from 500,000,000 shares to 10,000,000 shares,
and each 50 shares of outstanding common stock held by stockholders were combined into one share of common stock. The accompanying
condensed consolidated financial statements and accompanying notes have been retroactively revised to reflect such reverse stock
split as if it had occurred on April 1, 2014. All share and per share amounts have been revised accordingly. INCREASE IN AUTHORIZED SHARES On March 31, 2016, we filed a
Certificate of Amendment to our Articles of Incorporation to increase our authorized common stock from 10,000,000 to 30,000,000
shares. Our stockholders approved the amendment at our annual meeting of stockholders held on March 29, 2016. ISSUANCES OF COMMON STOCK AND
WARRANTS Aethlon Medical, Inc. Equity
Transactions in the Fiscal Year Ended March 31, 2016. On April 28, 2015, we issued 915
shares of common stock as the result of rounding up of fractional shares that arose due to our reverse stock split. On June 25, 2015, we sold $6,000,000
of units, comprised of common stock and warrants, to 18 accredited investors at a price of $6.30 per unit. Each unit consisted
of one share of common stock and 0.75 of a five-year warrant to purchase one share of common stock at an exercise price of $6.30
per share. Accordingly, we issued a total of 952,383 shares of unregistered common stock and warrants to purchase 714,285 shares
of common stock. For its services as sole placement agent for the financing, we paid Roth Capital Partners, LLC (“Roth”)
a cash fee of $285,512 and expense reimbursement of $75,000 and we issued them a five-year warrant to purchase 32,371 shares of
common stock at an exercise price of $6.30 per share. We received $5,591,988 in net proceeds from this financing. The warrant
fair value, which was valued using a binomial lattice model, was recorded to additional paid-in-capital. In connection with the financing,
Mr. James Joyce, our Chief Executive Officer, Mr. James Frakes, our Chief Financial Officer and Dr. Chetan Shah, a director of
our company, each agreed to waive their right to exercise certain stock options and warrants held by them representing the right
to acquire 402,318 shares of common stock in the aggregate (the “Waivers”). The Waivers were required in order to
make a sufficient number of shares of common stock available for issuance and the Waivers expired when we amended our Articles
of Incorporation on March 31, 2016. During the three months ended
September 30, 2015, we issued an aggregate of 5,292 shares of common stock to an accredited investor upon the exercise of previously
issued warrants. The warrants were exercised on a cashless or “net” basis. Accordingly, we did not receive any proceeds
from such exercises. The cashless exercise of such warrants resulted in the cancellation of previously issued warrants to purchase
an aggregate of 1,744 shares of common stock. During the three months ended
December 31, 2015, we issued an aggregate of 6,757 unregistered shares of common stock to two investors upon the exercise of previously
issued warrants. The warrants were exercised for cash and we received cash proceeds of $14,766 for an average purchase price of
$2.19 per share per the terms of the warrants. Aethlon Medical, Inc. Equity
Transactions in the Fiscal Year Ended March 31, 2015 Equity Unit Investments in
the Fiscal Year Ended March 31, 2015 In the three months ended June
30, 2014, we completed unit subscription agreements with seven accredited investors pursuant to which we issued 43,849 shares
of our common stock and 21,924 warrants to purchase our common stock for net cash proceeds of $320,800. Such warrants have exercise
prices ranging from $9.65 to $11.80 per share. During the three months ended
September 30, 2014, we issued and sold to three accredited investors units consisting of (a) two thousand (2,000) unregistered
shares of our common stock, par value $.001 per share, at prices per share ranging from $4.55 to $4.70 and (b) a five-year warrant
to purchase one thousand (1,000) shares of common stock at exercise prices ranging from $6.80 to $7.15 per share. In total, the
investors purchased for cash an aggregate of $90,000 of units. The investors acquired an aggregate of 19,500 shares of common
stock and warrants to acquire up to an aggregate of 9,750 shares of Common Stock. During the three months ended
December 31, 2014, we issued and sold to eight accredited investors units consisting of (a) 2,000 unregistered shares of our common
stock at prices per share ranging from $5.25 to $5.70 and (b) a five-year warrant to purchase 1,000 shares of common stock at
exercise prices ranging from $7.70 to $8.35 per share. In total, the investors purchased for cash an aggregate of $502,700 of
units. The investors acquired an aggregate of 90,125 shares of common stock and warrants to acquire up to an aggregate of 45,063
shares of common stock. During the three months ended
December 31, 2014, we sold $3,300,000 of units at a price of $15.00 per unit (the “December Financing”). Each unit
consists of one share of common stock and a warrant to purchase 1.2 shares of common stock at an exercise price per share of $15.00.
We sold a total of 220,000 units in the financing consisting of 220,000 shares of common stock and warrants to purchase 264,000
shares of common stock at an exercise price of $15.00 per share. Roth Capital Partners, LLC served
as sole placement agent for the December Financing and received a cash fee of $231,000, expense reimbursement of $25,000, and
a five-year warrant to purchase 11,000 shares of common stock at an exercise price of $15.00 per share for its services in the
financing. In addition, we paid $10,000 in legal expenses to the investorsÂ’ counsel. We also paid $32,572 to our counsel
related to this financing. The net proceeds to us after the placement fee and legal fees were $3,001,428. Note Conversions in the Fiscal Year Ended March 31, 2015 As discussed above in Note 4,
during the three months ended June 30, 2014, we issued 314,286 shares of unregistered common stock to the holder of one of the
Series A 12% Convertible Notes in exchange for the conversion in full of the $660,000 principal balance of that note, 152,079
shares of unregistered common stock in exchange for conversion of $343,200 of accrued interest and 75,000 shares of unregistered
common stock as a restructuring fee. During that period, we also issued the other holder of the Series A 12% Convertible Notes
51,837 shares of unregistered common stock in exchange for conversion of $116,970 of accrued interest and 500 shares of unregistered
common stock as a restructuring fee. During the three months ended
September 30, 2014, we issued 38,750 shares of unregistered common stock to the holders of three convertible notes in exchange
for the partial or full conversion of principal and interest in the aggregate amount of $81,375 at a conversion price of $2.10
per share. On July 24, 2014, we issued an
aggregate of 50,079 shares of unregistered common stock and a seven-year warrant to issue up to 25,040 shares of common stock
at an exercise price of $6.60 per share to Dr. Chetan Shah, a director. 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 previously
issued to Dr. Shah by us on July 9, 2013. On September 17, 2014, we issued
to the holder of the remaining 2008 10% Convertible Note units consisting of an aggregate of 9,564 shares of unregistered common
stock and unit warrants to acquire up to an aggregate of 4,782 shares of common stock at an exercise price of $4.80 per share
(see Note 4). The units were issued to the note holder upon the conversion of an aggregate of $45,906 of unpaid principal and
accrued interest due under the promissory note, which represented the entire amount outstanding under the note. We recorded a
loss on debt conversion of $65,493 on this transaction. During the three months ended
December 31, 2014, we issued an aggregate of 284,745 shares of common stock to two accredited investors upon the conversion of
an aggregate of $597,965 of unpaid principal and accrued interest due under promissory notes we previously issued to the investors.
The conversion price per share was $2.10 (see Note 4). During the three months ended
December 31, 2014, we issued an aggregate of 112,500 shares of common stock to convert in full the outstanding principal balance
of $225,000 and interest balance of $11,250 on the remaining note from 2010 through the issuance of 112,500 shares of common stock.
The conversion price per share was $2.10 (see Note 4). During the three months ended
December 31, 2014, we issued to an accredited investor units consisting of an aggregate of 36,716 shares of common stock and warrants
to acquire up to an aggregate of 18,358 shares of common stock at an exercise price of $5.15 per share. The units were issued
to the investor upon the conversion of an aggregate of $189,087 of unpaid principal and accrued interest due under two promissory
notes we previously issued to the investor. The amounts converted represented the entire principal and interest outstanding under
the notes and the notes held by that holder were retired (see Note 4). During the three months ended
March 31, 2015, we issued an aggregate of 98,688 shares of Common Stock to an accredited investor upon the conversion of an aggregate
of $207,245 of unpaid principal due under a convertible promissory note previously issued to the investor. The conversion price
per share was $2.10 (see Note 4). Common Stock Issuances in the
Fiscal Year Ended March 31, 2015 During the three months ended
June 30, 2014, we issued 4,383 shares of common stock pursuant to our S-8 registration statement covering our Amended 2010 Stock
Plan at an average price of $8.50 per share in payment for legal services, internal controls consulting services and regulatory
consulting services collectively valued at $38,268 based on the value of the services provided. During the three months ended
September 30, 2014, we issued 7,199 shares of common stock pursuant to our S-8 registration statement covering our Amended 2010
Stock Plan at an average price of $7.00 per share in payment for legal and scientific consulting services valued at $49,090 based
on the value of the services provided. During the three months ended
September 30, 2014, we issued 7,806 shares of unregistered common stock at an average price of $9.50 per share in payment for
investor relations consulting services valued at $75,000 based on the value of the services provided. During the three months ended
December 31, 2014, we issued 7,486 shares of common stock pursuant to our S-8 registration statement covering our Amended 2010
Stock Plan at an average price of $7.30 per share in payment for legal and scientific consulting services valued at $54,800 based
on the value of the services provided. During the three months ended
December 31, 2014, we issued 780 shares of unregistered common stock at an average price of $10.50 per share in payment for investor
relations consulting services valued at $8,000 based on the value of the services provided. Warrant Exercises and Issuance
of New Warrants upon Exercise in the Fiscal Year Ended March 31, 2015 During the three months ended
September 30, 2014, we issued to four investors 53,465 shares of unregistered common stock through the cash exercise of eight
warrants for $259,474 of cash at an average exercise price of approximately $5.00 per share. As an inducement to those investors,
we issued them replacement warrants to acquire up to an aggregate of 53,465 shares of common stock on the same terms as the warrants
they exercised. During the
three months ended December 31, 2014, we issued an aggregate of 113,422 shares of common stock and seven-year warrants to issue
up to an aggregate of 113,422 shares of common stock at exercise prices ranging from $4.65 to $5.80 per share to eight accredited
investors. One of the investors was Dr. Chetan Shah, one of our directors. We issued the common stock and warrants to the investors
upon the cash exercise of previously issued warrants held by them. The investors paid an aggregate of $579,251 upon exercise of
the previously outstanding warrants at exercise prices ranging from $4.65 to $5.80 per share. Debt Reduction in the Fiscal
Year Ended March 31, 2015 During the three months ended
December 31, 2014, we paid off in full the outstanding principal balance and interest balance on the Law Firm Note with a cash
payment of $50,000 and an issuance of 3,400 common shares (see Note 4). Warrant Exercises in the Fiscal
Year Ended March 31, 2015 During the three months ended
December 31, 2014, we issued an aggregate of 430,333 shares of common stock to accredited investors upon the exercise of previously
issued warrants. The warrants were exercised on a cashless or “net” basis. Accordingly, we did not receive any proceeds
from such exercises. The cashless exercise of such warrants resulted in the cancellation of previously issued warrants to purchase
an aggregate of 605,304 shares of common stock. During the three months ended
March 31, 2015, we issued 3,574 shares of common stock to an accredited investor upon the exercise of a previously issued warrant.
The warrant was exercised on a cashless or “net” basis. Accordingly, we did not receive any proceeds from such exercise.
The cashless exercise of the warrant resulted in the cancellation of a portion of the previously issued warrant to purchase an
aggregate of 1,602 shares of common stock. Stock Option Exercises in the
Fiscal Year Ended March 31, 2015 During the three months ended
December 31, 2014, two former employees exercised stock options to purchase 1,000 common shares through a cash payment of $9,500
with an exercise price of $9.50 per share. WARRANTS: A summary of the aggregate warrant
activity for the years ended March 31, 2016 and 2015 is presented below:
Fiscal Year Ended
March 31,
2016 2015
Warrants Weighted Average Warrants Weighted Average
Outstanding, beginning of year 1,430,738 $ 6.84 1,414,190 $ 5.00
Granted 746,657 $ 6.30 806,478 $ 8.46
Exercised (12,049 ) $ 2.15 (590,659 ) $ 4.29
Cancelled/Forfeited (1,252 ) $ 2.10 (199,271 ) $ 7.11
Outstanding, end of year 2,164,094 $ 6.68 1,430,738 $ 6.84
Exercisable, end of year 2,164,094 $ 6.68 1,430,738 $ 6.84
Weighted average estimated
fair value of warrants granted $ 5.11 $ 11.83 The following outlines the significant
weighted average assumptions used to estimate the fair value of warrants granted utilizing the Binomial Lattice option pricing
model:
Year Ended March 31,
2016 2015
Risk free interest rate 1.70% 0.79%-2.29%
Average expected life 5
years 5
to 7 years
Expected volatility 98.6% 87.8%
- 107.4%
Expected dividends None None The detail of the warrants outstanding
and exercisable as of March 31, 2016 is as follows:
Warrants
Outstanding Warrants
Exercisable
Range of Number Outstanding Weighted
Average Remaining Life
(Years) Weighted
Average Exercise
Price Number Outstanding Weighted
Average Exercise
Price
$5.00 or Below 515,533 2.78 $ 2.63 515,533 $ 2.63
$5.20 - $9.00 1,351,632 3.85 $ 6.46 1,351,632 $ 6.46
$9.65 - $15.00 296,929 3.71 $ 14.70 296,929 $ 14.70
2,164,094 2,164,094 STOCK OPTIONS: 2000 STOCK OPTION PLAN Our 2000 Stock Option Plan provides
for the grant of incentive stock options to our full-time employees (who may also be directors) and nonstatutory stock options
to non-employee directors, consultants, customers, vendors or providers of significant services. The exercise price of any incentive
stock option may not be less than the fair market value of the common stock on the date of grant or, in the case of an optionee
who owns more than 10% of the total combined voting power of all classes of our outstanding stock, not be less than 110% of the
fair market value on the date of grant. The exercise price, in the case of any nonstatutory stock option, must not be less than
75% of the fair market value of the common stock on the date of grant. The amount reserved under the 2000 Stock Option Plan is
10,000 options. At March 31, 2016, all of the
grants previously made under the 2000 Stock Option Plan had expired and 200 unregistered shares had been issued under the plan,
with 9,800 available for future issuance. 2010 STOCK INCENTIVE PLAN In August 2010, we adopted the
2010 Stock Incentive Plan, which provides incentives to attract, retain and motivate employees and directors whose present and
potential contributions are important to our success by offering them an opportunity to participate in our future performance
through awards of options, the right to purchase common stock, stock bonuses and stock appreciation rights and other awards. A
total of 70,000 common shares were initially reserved for issuance under the 2010 Stock Incentive Plan. In August 2010, we filed a registration
statement on Form S-8 for the purpose of registering 70,000 common shares issuable under this plan under the Securities Act, and
in July 2012, we filed a registration statement on Form S-8 for the purpose of registering 100,000 common shares issuable under
this plan under the Securities Act. On January 26, 2016, our Board
of Directors approved an amendment to the 2010 Stock Incentive Plan to increase the total number of shares of common stock reserved
for issuance under the plan to 3,170,000 shares, subject to amendment of our Articles of Incorporation to increase our authorized
common stock. On March 29, 2016, we held an annual stockholders meeting, at which our stockholders approved the Amended 2010 Stock
Incentive Plan and an amendment of our Articles of Incorporation to increase our authorized common stock to 30,000,000 shares. At March 31, 2016, we had 3,028,845
shares available under this plan. 2012 DIRECTORS COMPENSATION PROGRAM In July 2012, our Board of Directors
approved a board compensation program that modifies and supersedes the 2005 Directors Compensation Program, which was previously
in effect. Under the 2012 program, in which only non-employee directors may participate, an eligible director will receive a grant
of $35,000 worth of ten-year options to acquire shares of common stock, with such grant being valued at the exercise price based
on the average of the closing bid prices of the common stock for the five trading days preceding the first day of the fiscal year.
In addition, under this program, eligible directors will receive cash compensation equal to $500 for each committee meeting attended
and $1,000 for each formal board meeting attended. In the fiscal year ended March
31, 2015, our Board of Directors granted ten-year options to acquire an aggregate of 11,053 shares of our common stock, all with
an exercise price of $9.50 per share, to our three outside directors under the 2012 program. No options were granted to directors
in the fiscal year ended March 31, 2016. At March 31, 2016, we had issued
26,757 options under the 2005 program to outside directors and 79,309 options to employee-directors, 21,756 outside directorsÂ’
options had been forfeited, 5,000 outside directorsÂ’ options had been exercised, 79,309 employee-directorsÂ’ options
had been forfeited and no options under the 2005 program remained outstanding. On June 6, 2014, our Board of
Directors approved certain changes to the 2012 program. Under this modified program, a new eligible director will receive an initial
grant of $50,000 worth of options to acquire shares of common stock, with such grant being valued at the exercise price based
on the average of the closing bid prices of the common stock for the five trading days preceding the first day of the fiscal year.
These options will have a term of ten years and will vest 1/3 upon grant and 1/3 upon each of the first two anniversaries of the
date of grant. In addition, at the beginning of each fiscal year, each existing director eligible to participate in the modified
2012 program also will receive a grant of $35,000 worth of options valued at the exercise price based on the average of the closing
bid prices of the common stock for the five trading days preceding the first day of the fiscal year. Such options will vest on
the first anniversary of the date of grant. In lieu of per meeting fees, eligible directors will receive an annual board retainer
fee of $30,000. The modified 2012 program also provides for the following annual retainer fees: Audit Committee Chair - $5,000,
Compensation Committee chair - $5,000, Audit Committee member - $4,000, Compensation Committee member - $4,000 and lead independent
director - $15,000. STAND-ALONE GRANTS From time to time our Board of
Directors grants common stock or common share purchase options or warrants to selected directors, officers, employees and consultants
as equity compensation to such persons on a stand-alone basis outside of any of our formal stock plans. The terms of these grants
are individually negotiated. GRANTS TO EMPLOYEES There were no stock option grants
to either directors or employees during the fiscal year ended March 31, 2016. During the fiscal year ended March
31, 2015, our Board of Directors approved the following grants of options to certain officers and directors of the Company:
o To Mr. James A. Joyce, an option to acquire an
aggregate of 30,000 shares of our common stock at an exercise price of $9.50 per share, the closing price of our common stock
on the date of grant. The fair value of this stock option at the date of grant was $246,000. The option vested
as to 10,000 shares on the grant date for a vesting expense of $82,000 and will vest as to an additional 10,000 shares on
each of the first two anniversaries of the grant date. Unless earlier exercised or terminated, the option will expire June
6, 2024.
o To Mr. Rodney S. Kenley, an option to acquire
an aggregate of 5,000 shares of our common stock at an exercise price of $9.50 per share, the closing price of our common
stock on the date of grant. The fair value of this stock option at the date of grant was $41,000. The option vested
as to 1,667 shares on the grant date for a vesting expense of $13,667 and will vest as to an additional 1,667 shares on the
first anniversary of the grant date and 1,666 shares on the second anniversary of the grant date. Unless earlier exercised
or terminated, the option will expire June 6, 2024.
o To Mr. James B. Frakes, an option to acquire
an aggregate of 5,000 shares of our common stock at an exercise price of $9.50 per share, the closing price of our common
stock on the date of grant. The fair value of this stock option at the date of grant was $41,000. The option vested as to
1,667 shares on the grant date for a vesting expense of $13,667 and will vest as to an additional 1,667 shares on the first
anniversary of the grant date and 1,666 shares on the second anniversary of the grant date. Unless earlier exercised or terminated,
the option will expire June 6, 2024.
o To Dr. Richard H. Tullis, an option to acquire
an aggregate of 1,000 shares of our common stock at an exercise price of $9.50 per share, the closing price of our common
stock on the date of grant. The fair value of this stock option at the date of grant was $8,200. The option vested as to 333
shares on the grant date for a vesting expense of $2,733 and will vest as to an additional 333 shares on the first anniversary
of the grant date and 334 shares on the second anniversary of the grant date. Unless earlier exercised or terminated, the
option will expire June 6, 2024. In addition to the above grants
to our officers, during the fiscal year ended March 31, 2015, our Board of Directors also approved the grant of options to five
employees to acquire an aggregate of 7,400 shares of our common stock at an exercise price of $9.50 per share, the closing price
of our common stock on the date of grant. The aggregate fair value of those stock options at the date of grant was $60,680. Those
options vested as to 2,467 shares on the grant date for a vesting expense of $20,227 and will vest as to an additional 2,467 shares
on the first anniversary of the grant date and 2,466 shares on the second anniversary of the grant date. Unless earlier exercised
or terminated, the option will expire June 6, 2024. The following is a summary of
the stock options outstanding at March 31, 2016 and 2015 and the changes during the years then ended:
Fiscal Year Ended
March 31,
2016 2015
Options Weighted
Average Exercise Price Options Weighted
Average Exercise Price
Outstanding, beginning of year 501,690 $ 11.00 522,668 $ 12.50
Granted – N/A
59,453 $ 9.50
Exercised – N/A
(1,000 ) $ 9.50
Cancelled/Forfeited (63,143 ) $ 11.45 (79,431 ) $ 18.76
Outstanding, end of year 438,547 $ 10.94 501,690 $ 11.00
Exercisable, end of year 388,414 $ 11.53 418,923 $ 12.00
Weighted average estimated
fair value of options granted N/A $ 9.50 The following outlines the significant
weighted average assumptions used to estimate the fair value with respect to stock options utilizing the Binomial Lattice option
pricing model for the year ended March 31, 2015 (no stock options were issued in the year ended March 31, 2016):
Risk free interest rate 2.60%
Average expected life 10 years
Expected volatility 90.23%
Expected dividends None The detail of the options outstanding
and exercisable as of March 31, 2016 is as follows:
Options
Outstanding Options
Exercisable
Exercise Prices Number Outstanding Weighted
Average Remaining Life
(Years) Weighted
Average Exercise Price Number Outstanding Weighted
Average Exercise Price
$3.80
- $9.50 190,547 7.70
years $ 6.03 140,414 $ 5.91
$12.50 163,000 4.39
years $ 12.50 163,000 $ 12.50
$18.00
- $20.50 85,000 2.02
years $ 19.03 85,000 $ 19.03
438,547 388,414 We recorded stock-based compensation
expense related to share issuances and to options granted totaling $202,844 and $416,481 for the fiscal years ended March 31,
2016 and 2015, respectively. These expenses were recorded as stock compensation included in payroll and related expenses in the
accompanying consolidated statement of operations for the years ended March 31, 2016 and 2015. Our total stock-based compensation
for fiscal years ended March 31, 2016 and 2015 included the following:
Fiscal Year Ended
March 31, 2016 March 31, 2015
Vesting of stock options $ 202,844 $ 416,481
Total Stock-Based Compensation $ 202,844 $ 416,481 As of March 31, 2016, we had $139,139
of remaining unrecognized stock option expense, which is expected to be recognized over a weighted average remaining vesting period
of 0.69 years. On March 31, 2016, our stock options
had a negative intrinsic value since the closing price on that date of $5.36 per share was below the weighted average exercise
price of our stock options. |
