Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described in Item 5.07 below, on September 27, 2024, at the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Aethlon Medical, Inc. (the "Company"), the Company's stockholders approved an amendment (the "Plan Amendment") to the Company's 2020 Equity Incentive Plan, as amended (the "2020 Plan"), to increase the number of shares of common stock authorized for issuance thereunder by 3,000,000 shares. The Plan Amendment was previously approved by the Board of Directors (the "Board") of the Company, subject to stockholder approval, on August 6, 2024. The Plan Amendment became effective on September 27, 2024 following receipt of stockholder approval.

The 2020 Plan, as amended to reflect the Plan Amendment, is herein referred to as the "Amended 2020 Plan."

Additional information regarding the Plan Amendment and the terms of the Amended 2020 Plan is set forth in the Company's Definitive Proxy Statement on Schedule 14A (the "Proxy Statement") filed by the Company with the Securities and Exchange Commission on August 15, 2024, which information is incorporated herein by reference. Such information and the foregoing description of the Plan Amendment and the Amended 2020 Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended 2020 Plan, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.