Shareholders will vote on issuing up to 1,126,602 common shares, adding 100,000 shares to the 2020 Equity Incentive Plan, and raising authorized common stock from 20,000,000 to 200,000,000. The October 1 meeting also covers preferred stock authorization and executive pay, making the approval decisions directly relevant to AEMD investors.

Key Highlights

  • Aethlon Medical is asking shareholders to expand authorized common stock from 20,000,000 shares to 200,000,000 shares.
  • The proposed 2020 Equity Incentive Plan amendment would add 100,000 shares available for stock awards.
  • Named executive officer compensation totaled $826,922 for James B. Frakes and $593,480 for Steven P. LaRosa in 2026.

The meeting will take place exclusively through an online live webcast. Investors will also vote on equity-plan capacity, authorized common and preferred stock, executive compensation, director elections and future financing-related share issuances. Aethlon (NASDAQ: AEMD) has listed five director candidates for election.

Shareholders will also cast an advisory vote on compensation for named executive officers. Proposal 3 covers the potential issuance of up to 1,126,602 shares of common stock, each with a Par Value of $0.001, upon exercise of common warrants and Placement agent warrants issued in July 2026. The request is tied to compliance with Nasdaq Listing Rule 5635(d). Another proposal would authorize common-stock issuance, or securities convertible into or exercisable for common stock, in one or more future private financing transactions. A separate request concerns common stock and securities exercisable for common stock in future Warrant exercise inducement transactions involving certain outstanding warrants. Shareholders will vote on an amendment to the Articles of Incorporation that would increase authorized common stock from 20,000,000 shares to 200,000,000 shares. A second articles amendment would authorize 20,000,000 shares of preferred stock, with a par value of $0.001 per share, and allow the board to establish one or more series with specified rights and restrictions. The ballot also includes the election of directors, the auditor ratification, the advisory compensation vote, the equity-plan amendment and an adjournment proposal. The adjournment measure would allow the meeting to move to another place or later date if additional proxy solicitation becomes necessary.

Executive Pay Totals Detailed

James B. Frakes, chief executive officer and chief financial officer, received total compensation of $826,922 in 2026, compared with $500,000 in 2025. Steven P. LaRosa, M.D. Chief medical officer, received $593,480 in 2026, versus $480,000 in 2025. The company’s compensation program consists generally of base salary, executive cash bonuses and long-term incentive equity compensation. The Compensation Committee considered information from Anderson Pay Advisors LLC when determining compensation recommendations for board approval.

Equity Plan Adds 100,000 Shares

The proposed amendment would increase the number of common shares authorized for issuance under the 2020 Equity Incentive Plan by 100,000 shares. The board approved the amendment on July 10, 2026, subject to Shareholder approval. The 2020 plan was adopted by the board on February 6, 2020, and approved by shareholders on September 15, 2020. It succeeded the Amended 2010 Stock Incentive Plan. Shareholders approved plan increases at the 2022, 2024 and 2026 annual meetings. The most recent prior increase, approved on February 19, 2026, also added 100,000 shares to the plan’s authorized issuance capacity. The advisory executive-pay proposal requires more votes in favor than against to pass. Abstentions and broker non-votes will have no effect on that proposal, and the board unanimously recommends voting for it.