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AEMD > SEC Filings for AEMD > Form 8-K/A on 19-Dec-2013All Recent SEC Filings

Show all filings for AETHLON MEDICAL INC

Form 8-K/A for AETHLON MEDICAL INC


19-Dec-2013

Other Events, Financial Statements and Exhibits


ITEM 8.01 OTHER EVENTS.

On December 13, 2013, Exosome Sciences, Inc. ("ESI"), a Nevada corporation and majority owned diagnostic subsidiary of Aethlon Medical, Inc. ("Registrant" or the "Company"), entered into a stock purchase agreement (the "Stock Purchase Agreement") with three accredited investors (collectively, the "Purchasers"), pursuant to which the Purchasers purchased an aggregate of 80,000 shares of ESI's common stock, par value $.001 per share (the "Common Stock"), at a purchase price of $5.00 per share, for an aggregate purchase price of $400,000, or a post money valuation of $7,500,000 for ESI. The aggregate gross proceeds received by ESI under the Stock Purchase Agreement are $1,500,000, including the sales previously reported by the Company in a report on Form 8-K filed on November 21, 2013 (the "Prior Sales"). As a result of the transaction, including the Prior Sales, the Company's percentage ownership of the outstanding capital stock of ESI was reduced from 100% to 80%.

One of the Purchasers, Dr. Chetan Shah, is a director of the Registrant. Dr. Shah purchased 70,000 ESI shares for an aggregate purchase price of $350,000, $100,000 of which was paid in cash and $250,000 of which was paid by conversion of the total principal outstanding of $250,000 under a promissory note previously issued to Dr. Shah by ESI. Dr. Shah did not participate in the negotiation of the purchase and sale terms, including price per share. His participation in the offering was on the same terms and conditions as offered to the other Purchasers.

The securities sold in the private placement were not registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. Each Purchaser is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act. This current report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by the form of Stock Purchase Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference. Readers should review that document for a complete understanding of the terms and conditions associated with this transaction.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS

EXHIBIT NO. DESCRIPTION
10.1 Form of Stock Purchase Agreement

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