Aethlon Medical Inc

This proposal requests stockholder approval to amend the Company’s 2020 Equity Incentive Plan to add 100,000 additional shares available for awards. Management frames the amendment as necessary to continue granting equity-based incentives that align employees’ and directors’ interests with stockholders and to remain competitive in recruiting and retention; the filing emphasizes that equity awards are a central part of the Company’s compensation philosophy. The Company discloses the existing reserve and prior plan amendments, and quantifies that, if approved, the aggregate share reserve would be 142,052 shares (adjusted post-reverse splits as noted). Management also highlights its intent to carefully manage dilution and the equity “burn rate,” noting approximately 31,952 shares remained available as of January 9, 2026 before the requested increase. A vote in favor simply increases the available pool; awards remain discretionary and subject to compensation committee approval, and any future grants will dilute existing holders as they are issued. The Board’s recommendation is unanimous and framed as being in stockholders’ interest because equity awards purportedly promote long-term value creation and retention of key personnel. From a governance perspective, investors should weigh the incremental dilution against the Company’s need for flexibility to incentivize staff and directors given its development-stage operations, especially as it pursues clinical development and financing activities. Approval requires a simple majority of votes cast; abstentions and broker non-votes will have no effect. The plan text and mechanics also permit the Company to recycle forfeited or reacquired shares, and the Board retains broad administrative discretion over awards, repricing and other plan operations.

This proposal seeks stockholder approval to amend the Company’s Articles to increase authorized common shares from 6,000,000 to 100,000,000. Management states the increase is intended to provide flexibility for future financings, equity incentive grants, strategic acquisitions and other corporate purposes, and to ensure the Company has sufficient authorized shares to operate without seeking immediate further amendments. The filing discloses the company’s capital structure as of the record date — roughly 973,213 outstanding shares, 2,553,387 issuable upon exercise of outstanding warrants, and a fully diluted share count of ~3.66 million (not including certain ATM shares) — which demonstrates that the requested authorization is very large relative to current outstanding and fully diluted shares. The Board emphasizes the practical necessity of additional authorization to fund clinical and research programs and to attract and retain employees, but it explicitly acknowledges potential adverse effects, including dilution and the possibility of discouraging unsolicited takeovers (by enabling defensive issuances). Approval requires a majority of outstanding shares, so it is a higher threshold than many proposals; abstentions will count as against. Investors should evaluate the rationale against dilution risk, the Company’s near-term capital plan (including the December 2025 PIPE and warrants), and whether corporate governance safeguards (e.g., pre-emptive rights absence) might enable opportunistic future issuances; management notes no specific allocation of the new authorization at present. The Board unanimously recommends FOR, citing the need for share flexibility to support the Company’s operations and financing strategy.

Proposal No. 5 asks stockholders to approve the issuance of up to 1,662,553 shares upon exercise of various warrants issued in a December 2025 PIPE; Nasdaq Listing Rule 5635(d) mandates shareholder approval because the issuance aggregates to 20% or more of outstanding shares. The transaction documents (Securities Purchase Agreement and warrant forms filed as exhibits) were executed December 5 and the PIPE closed on or about December 8, 2025; the instruments include Pre-Funded Warrants (up to 595,897 shares), Common Warrants and Placement Agent Warrants (exercise prices and expirations disclosed in the filing). Warrants will not be exercisable until stockholder approval is obtained; if approval is denied, the warrants remain non-exercisable and the Company would need alternative capital plans. The warrants include beneficial ownership limitations (default 4.99% cap, adjustable to 9.99% with notice) and customary anti-dilution/adjustment mechanics; the Company agreed to file a registration statement covering resales of the registrable securities and has certain standstill/issuance timing covenants tied to the PIPE. Management frames the vote as necessary both for Nasdaq compliance and to allow holders to exercise warrants and thereby potentially provide the Company with up to incremental proceeds (subject to limitations and adjustment) that can support operations and clinical development. The Board unanimously recommends FOR; stockholders should consider the dilutive effect if warrants are exercised, the beneficial ownership caps that may limit full exercise, and the material dependence of the Company on incremental financing for its near-term plans. Approval requires a majority of votes cast and broker non-votes/abstentions will not affect the outcome.

Proposal No. 6 requests shareholder approval of the issuance of up to 368,471 shares upon exercise of Inducement Warrants that were issued December 5, 2025 as part of a warrant inducement transaction. The Inducement Warrants were issued to the same institutional investor involved in the PIPE and are subject to an exercise price (disclosed in the filing), typical beneficial ownership caps (4.99% default, adjustable to 9.99% with notice) and a 5.5 year exercise period after shareholder approval; the Company agreed to file a registration statement on Form S-1 for resale of Inducement Warrant shares. Management represents that shareholder approval is required under Nasdaq Listing Rule 5635(d) because the issuance equals or exceeds 20% of the Company’s outstanding shares when aggregated with the related transactions. If shareholders do not approve, the Inducement Warrants remain non-exercisable and the company must continue to seek approval at subsequent shareholder meetings as provided in the agreement, which could impede the Company’s ability to realize exercisable proceeds. The Board’s rationale is that approval permits the Company access to potential capital if the Inducement Warrants are exercised and ensures Nasdaq compliance; stockholders should weigh the dilutive impact and the terms that limit exercise rights (ownership caps and potential exercise price adjustments). The Board unanimously recommends FOR; approval requires a majority of votes cast and broker non-votes/abstentions will not affect the outcome.

This procedural proposal authorizes the Board to adjourn the Annual Meeting to a later date or another place for the limited purpose of soliciting additional proxies if there are not sufficient votes to approve one or more proposals. Management argues the adjournment option allows the Company to continue to solicit votes, perhaps reaching out to holders who previously voted against or who did not vote, and to avoid re-opening the full meeting process; any signed but un-instructed proxies will be voted in favor of an adjournment where appropriate. The proposal is standard corporate practice and is intended to facilitate obtaining the necessary quorum or approvals without redoing the full meeting logistics; if approved, the Board will announce the adjourned meeting time and place. The filing notes that any adjournment will permit previously returned proxies to be revoked prior to use at the adjourned meeting; broker non-votes and abstentions will have no effect on the outcome where indicated. The Board unanimously recommends FOR, asserting it is in stockholders’ best interest to allow limited additional solicitation time if needed. From a governance perspective, investors should note that this proposal can be used to extend the solicitation period but does not change the substantive issues to be decided by shareholders.