UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): August 1, 2005
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AETHLON MEDICAL, INC.
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(Exact name of registrant as specified in its charter)
Nevada 13-3632859
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
0-21846
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(Commission File Number)
3030 Bunker Hill Street, Suite 400, San Diego, California 92109
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (858) 459-7800
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Not applicable
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(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 (see General Instruction A.2. below):
[ ] 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 to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
THIS FORM 8-K AND OTHER REPORTS FILED BY AETHLON MEDICAL, INC. (THE "COMPANY")
FROM TIME TO TIME WITH THE SECURITIES AND EXCHANGE COMMISSION (COLLECTIVELY THE
"FILINGS") CONTAIN FORWARD LOOKING STATEMENTS AND INFORMATION THAT ARE BASED
UPON BELIEFS OF, AND INFORMATION CURRENTLY AVAILABLE TO, THE COMPANY'S
MANAGEMENT AS WELL AS ESTIMATES AND ASSUMPTIONS MADE BY THE COMPANY'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 THE COMPANY'S OR THE COMPANY'S
MANAGEMENT IDENTIFY FORWARD LOOKING STATEMENTS. SUCH STATEMENTS REFLECT THE
CURRENT VIEW OF THE COMPANY WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO
RISKS, UNCERTAINTIES, ASSUMPTIONS AND OTHER FACTORS RELATING TO THE COMPANY'S
INDUSTRY, OPERATIONS AND RESULTS OF OPERATIONS AND ANY BUSINESSES THAT MAY BE
ACQUIRED BY THE COMPANY. 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.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On August 1, 2005, Mr. Edward C. Hall was terminated as the Company's
Chief Financial Officer ("CFO") as the Company transitions from having a
part-time CFO to a full-time CFO. On August 1, 2005, Mr. James W. Dorst was
appointed as CFO of the Company. Mr. Hall will remain as an advisor to the
Company through August 31, 2005. Mr. Dorst brings close to 20 years of senior
management experience in finance, operations, planning and business transactions
to the Company. Prior to joining Aethlon, Mr. Dorst was Vice President of
Finance and Operations for VerdiSoft Corporation, a developmental-stage
mobile-software developer recently acquired by YAHOO, INC. (NASDAQ: YHOO).
Previously, Mr. Dorst held executive positions as SVP of Finance and
Administration at SeeCommerce; COO/CFO of Omnis Technology Corp (now NASDAQ
Small Cap: RDTA); CFO and SVP of Information Technology at Savoir Technology
Group, Inc. (acquired by NYSE:AVT). Mr. Dorst practiced as a Certified Public
Accountant with Coopers & Lybrand (PricewaterhouseCoopers) and holds an MS in
Accounting and BS in finance from the University of Oregon. Mr. Dorst will
receive a salary of $150,000 per year and stock options to purchase 500,000
shares of the Company's common stock at an exercise price of $0.23 per share
vesting over three years.
On August 2, 2005, the Company issued a press release announcing the
appointment of Mr. Dorst as the Company's Chief Financial Officer. The full text
of the press release is set forth in Exhibit 99.1 attached hereto and is
incorporated in this Report as if fully set forth herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release dated August 2, 2005
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.
AETHLON MEDICAL, INC.
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(Registrant)
Date: August 2, 2005
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By: /s/ James A. Joyce
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Name James A. Joyce
Title: Chief Executive Officer