Aethlon Medical Inc

This proposal asks shareholders to pre-approve the issuance of up to 1,126,602 shares of common stock that would be issued upon exercise of common warrants and placement agent warrants issued in the Company’s July 2026 registered public offering. The Board is pursuing approval solely to comply with Nasdaq Listing Rule 5635(d), which requires shareholder approval where an issuance (or potential issuance) of common stock equals or exceeds 20% of outstanding shares or is otherwise below the Nasdaq Minimum Price in a non-public offering. The filing indicates the underlying offering has closed and that the warrants remain valid; without approval the Company may be prevented from issuing shares upon exercise of those warrants until approval is obtained. Management frames the vote as necessary to ensure the Company can realize cash proceeds from future warrant exercises and avoid constraints on capital raising. The proposal’s approval standard is a majority of votes cast; abstentions and broker non-votes will not be counted as votes cast. If approved, the Company will be permitted, for Nasdaq compliance purposes, to issue shares upon exercise of those warrants in accordance with their terms; if not approved, the Company’s ability to receive proceeds from exercises could be limited and it must seek approval at future meetings. From a governance perspective, the transaction reflects reliance on the registered offering terms and a pre-approval approach to avoid delays that could impede liquidity and financing. Analysts should consider dilution risk from potential full exercise of warrants, effects on share count and voting power, and the contingent impact on the Company’s capital structure and future financing flexibility.

This non-binding "say-on-pay" proposal asks shareholders to approve the overall compensation of the Company’s named executive officers as disclosed in the proxy statement. Management notes the board adopted a policy consistent with prior stockholder preference to solicit an advisory vote every other year and believes compensation is focused on pay-for-performance principles and alignment with shareholder interests. The Company’s disclosed compensation combines base salary, discretionary cash bonuses and equity-based incentives, with a stated target around the 50th percentile of comparable companies and use of an external compensation consultant for market benchmarking. While advisory and not binding, the Board and Compensation Committee state they will consider the outcome in future determinations and view it as an input into pay design and governance. For investors, the proposal provides a vehicle to express satisfaction or concern with cash bonus levels, discretionary awards (e.g., $250,000 CEO bonus in 2026), and the extent of equity dilution associated with incentive programs. A “for” vote signals alignment with the Board’s pay decisions and may reduce friction in governance; an adverse vote could pressure the Board to modify compensation design, disclosure, or the mix of cash versus equity. The company frames approval as necessary to retain and motivate management in a competitive biopharma market while balancing shareholder interests, but investors should weigh the company’s pre-commercial stage, operating losses, and dilutionary impacts when evaluating the merits of the compensation program.

Management is requesting shareholder approval to increase the share reserve under the Company’s 2020 Equity Incentive Plan by 100,000 shares, which would raise the total shares available under the plan (post-adjustment for prior reverse splits and prior amendments) to a stated aggregate maximum. The Board frames the increase as a necessary tool to continue granting stock options, RSUs and other equity awards to employees, directors and consultants to attract and retain talent and to align management incentives with long-term shareholder value. The proposal is described as reasonable in size relative to the current remaining reserve (approximately 26,569 shares available as of August 18, 2026) and as responsive to the competitive need for equity in the biopharma sector. If approved, future grants under the plan may dilute existing shareholders; however, management commits to monitoring burn rate and dilution and cites equity awards as integral to compensation philosophy. The vote is required to implement the amendment; absent approval the plan remains unchanged and the Company would need to find alternative incentive structures or seek shareholder approval later. From a governance perspective, investors should assess: historical pace and recipients of awards, the potential dilutive impact of the additional 100,000 shares, whether awards are performance-based, and the committee’s processes for grant sizing and repricing. The Board recommends approval as consistent with maintaining competitiveness and aligning management and shareholder interests.

This proposal asks shareholders to approve an amendment to the Articles of Incorporation increasing the authorized number of common shares from 20,000,000 to 200,000,000. Management and the Board argue the increase will provide flexibility to issue shares for capital raises, settlement of outstanding convertible securities or warrants, equity incentive plan grants, strategic transactions, and other corporate purposes without the delay and cost of seeking shareholder approval for each issuance, subject to applicable listing rules. The proposal does not itself authorize any issuance or change par value; it merely increases the ceiling of authorized shares, which could be issued by the Board at its discretion and thus has potential anti-takeover implications and dilutionary consequences. The Company discloses outstanding warrants, equity awards and reserved shares and notes that approval would not serve as Nasdaq listing-rule approval for specific issuances that separately require shareholder approval. A majority of outstanding shares is required for passage and abstentions count as votes against. Analysts should evaluate the company’s near-term financing needs, outstanding convertible instruments (including warrants from the July 2026 offering), and the Board’s track record regarding use of authorized shares to assess the realistic dilution risk and governance safeguards. While the Board presents the amendment as prudent flexibility for a pre-commercial biopharma needing capital, investors should weigh potential misuse risks, including opportunistic issuances that could dilute existing holders and affect control dynamics.

This proposal seeks shareholder authorization to amend the Articles to create up to 20,000,000 shares of ‘blank check’ preferred stock and vest the Board with authority to create one or more series, setting terms such as dividends, liquidation preferences, conversion and voting rights. Management frames this as a balance-of-flexibility tool to facilitate future financings, strategic transactions, and the ability to attract strategic or institutional investors by tailoring securities. While no preferred shares are proposed immediately, the Board would be able to issue series without additional shareholder votes unless required by law or listing rules, potentially enabling quicker execution of financings but also raising governance and anti-takeover concerns if preferred terms could subordinate common shareholders or entrench management. Approval requires a majority of outstanding shares and abstentions count against the measure; the Company emphasizes that it has no current plans to issue preferred stock. Analysts should consider the potential dilutive, preferential, and control consequences of future issuances and whether the Company’s governance and disclosure safeguards (e.g., commitment to obtain shareholder approval where required) are adequate to mitigate risks. The Board recommends the change as prudential flexibility, but investors should monitor any subsequent actions using this authority for terms that could materially affect common shareholders’ rights or value.

This proposal requests shareholder approval under Nasdaq Listing Rule 5635(d) to permit the Company to issue up to 5,000,000 shares (or securities convertible into or exercisable for such shares) in one or more private financing transactions during the three-month period following the Annual Meeting, subject to gross proceeds not exceeding $5,000,000 and a maximum discount of 30% (i.e., pricing no lower than 70% of the Minimum Price). The Board argues pre-approval will enable the Company to act promptly on financing opportunities without the delay and expense of convening a special meeting, which can be material for a small, pre-commercial biopharma needing working capital. The authorization is open-ended as to investors and terms within the stated limits and remains subject to Board approval for any specific transaction. If used, the authorization would dilute existing shareholders and potentially create downward pressure on market price if executed at material discounts; conversely, it could provide necessary liquidity and extend the company’s runway. Failure to approve may hinder the Company’s ability to timely complete certain financings, forcing alternative, potentially more costly capital solutions. Analysts should weigh the immediate liquidity benefit against dilution risk, the company’s stated capital needs, and historical execution of similar financings when evaluating the tradeoffs inherent in granting this authority.

This proposal asks shareholders to pre-approve for Nasdaq Rule 5635(d) purposes an authorization to enter into one or more warrant exercise inducement transactions during the six-month period following the Annual Meeting, authorizing issuances (including shares issuable upon exercise or conversion of inducement securities) aggregating up to 5,000,000 shares. Warrant inducement transactions would allow the Company to reduce exercise prices and/or issue new warrants or other securities as an inducement for warrant holders to exercise outstanding warrants for cash, potentially generating immediate proceeds and improving liquidity. The Company has not negotiated any specific inducement and says any such transaction would require Board approval and remain subject to market conditions; no price, participating holders or proceeds are fixed. The potential benefits include immediate cash infusions and conversion of overhang into invested capital; the drawbacks include dilution, possible repricing below market/minimum thresholds, and creation of additional securities that could further dilute in the future. From a governance standpoint, pre-approval provides managerial flexibility but shifts timing and some pricing discretion to the Board and negotiating counterparties. Investors should consider existing warrant overhang, the potential magnitude of dilution from a full authorization, and whether the Board’s use of the authority would prioritize near-term liquidity over long-term shareholder value when evaluating the proposal.

This proposal seeks discretionary authority for the meeting chair and Board to adjourn the Annual Meeting to another time or place to solicit additional proxies if there are insufficient votes to approve one or more proposals at the scheduled meeting. The Board frames the adjournment power as a practical mechanism to allow additional outreach to stockholders, obtain more information from institutional holders, and provide time to seek support for proposals rather than abandoning them when initial vote counts fall short. If approved, proxies that are submitted without instruction will be voted in favor of adjournment when circumstances warrant, although stockholders may revoke proxies prior to their use. The motion is routine in contested or close-vote contexts and helps safeguard against failing to obtain approval for material proposals due to turnout or timing; abstentions and broker non-votes will not be counted as votes cast on this matter. For investors, grant of adjournment authority means the Board can continue solicitation efforts but also could extend uncertainty about outcomes and prolong decision timelines; shareholders should consider whether additional solicitation is warranted for specific proposals they oppose. The Board recommends approval as a limited procedural remedy to pursue approval for proposals deemed important to Company operations and financing flexibility.