-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LBCzY3MMGkW3GA9ZvkYlfzxPwFfyBY4M38aqhAhXSNaicIewm8aLkLo4RxMC+gj1 IuSc8fIyzcwrlj2/Wg9KIA== 0001019687-08-003320.txt : 20080731 0001019687-08-003320.hdr.sgml : 20080731 20080731153116 ACCESSION NUMBER: 0001019687-08-003320 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080728 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080731 DATE AS OF CHANGE: 20080731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AETHLON MEDICAL INC CENTRAL INDEX KEY: 0000882291 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 133632859 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21846 FILM NUMBER: 08981799 BUSINESS ADDRESS: STREET 1: 3030 BUNKER HILL STREET, #4000 CITY: SAN DIEGO STATE: CA ZIP: 92109 BUSINESS PHONE: 858-459-7800 MAIL ADDRESS: STREET 1: 3030 BUNKER HILL STREET, #4000 CITY: SAN DIEGO STATE: CA ZIP: 92109 FORMER COMPANY: FORMER CONFORMED NAME: BISHOP EQUITIES INC DATE OF NAME CHANGE: 19930602 8-K 1 aethlon_8k-072808.txt CURRENT REPORT ON FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2008 AETHLON MEDICAL, INC. (Exact name of Registrant as specified in charter) NEVADA 000-21846 13-3632859 - ---------------------------- ----------------------- ------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 3030 Bunker Hill Street, Suite 4000 SAN DIEGO, CALIFORNIA 92109 (Address of principal executive offices) Registrant's telephone number, including area code: (858) 459-7800 NOT APPLICABLE (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) FORWARD LOOKING STATEMENTS This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the "Filings") contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant's management as well as estimates and assumptions made by Registrant's management. When used in the Filings the words "anticipate, "believe", "estimate", "expect", "future", "intend", "plan" or the negative of these terms and similar expressions as they relate to Registrant or Registrant's management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant's industry, Registrant's operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results. ITEM 8.01 OTHER EVENTS On July 28, 2008, Edward G. Broenniman, a director, and his wife, Linda Broenniman, acquired 446,300 shares of common stock at the closing market price of $0.33 per share in exchange for forgiveness of debt. Both parties were former executives at Hemex, Inc., which the Company acquired in 1999. The debt was incurred in prior years and related to salary and expenses. The conversion was memorialized in a letter agreement with the Company and approved by the Board of Directors, dated July 28, 2008. These securities were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) EXHIBITS ITEM NO. DESCRIPTION 10.1 Letter agreement between Aethlon Medical, Inc. and Edward G. Broenniman SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 30, 2008 AETHLON MEDICAL, INC. By: /s/ James A. Joyce ----------------------------- James A. Joyce Chief Executive Office EX-10.1 2 aethlon_8k-ex1001.txt LETTER AGREEMENT Exhibit 10.1 AETHLON MEDICAL, INC. 3030 Bunker Hill Street, Suite 4000 San Diego, California 92109 July 28, 2008 VIA ELECTRONIC TRANSMISSION Mr. Edward G. Broenniman 3030 Bunker Hill Street Suite 4000 San Diego, California 92109 Re: Conversion of Past Due Salary Dear Ed: This letter will serve to memorialize and confirm the agreement between Aethlon Medical, Inc. ("AEMD") and Edward and Linda Broenniman (the "Broennimans" or "you") that in lieu of $147,279 owed to you for unpaid salary, the Company will issue you 446,300 shares of common stock of AEMD. The shares will be issued to you at the price of $0.33 per share, the closing price on July 28, 2008. Accordingly, $147,279 of unpaid salary due to you shall be considered paid in full and satisfied. The conversion arrangement shall be of no further force or effect. AEMD shall issue an 8K describing the conversion agreement between AEMD and you. Kindly acknowledge your agreement with the foregoing, by signing the acknowledgment below and returning a copy of this letter to the Board of Directors of AEMD. Very Truly Yours, Aethlon Medical, Inc. /s/ James Joyce ------------------------------- By: James Joyce Title: Chief Executive Officer Agreed and Accepted: /s/ Edward G. Broenniman - ------------------------- Edward G. Broenniman /s/ Linda A. Broenniman - ----------------------- By: Linda A. 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