Management Change/Compensation Form 8 K

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

Appointment of James B. Frakes as Permanent Chief Executive Officer

Effective October 3, 2024, the board of directors (the "Board") of Aethlon Medical, Inc. (the "Company") appointed James B. Frakes to serve as the Company's permanent Chief Executive Officer. He has been serving as Interim Chief Executive Officer since November 7, 2023. Mr. Frakes will also continue his role as Chief Financial Officer of the Company and as member of the Board.

Mr. Frakes has served as Interim Chief Executive Officer and as a director of the Company since November 2023, and has served as Chief Financial Officer of the Company since September 2010. Prior to being appointed as Chief Financial Officer, Mr. Frakes served as Senior Vice President, Finance of the Company from January 2008 to September 2010. He previously served as the Chief Financial Officer for Left Behind Games Inc., a start-up video game company. Prior to 2006, he served as Chief Financial Officer of NTN Buzztime, Inc., an interactive entertainment company. Mr. Frakes received an MBA from the University of Southern California and a B.A. with Honors from Stanford University.

In connection with Mr. Frakes' appointment as the Company's permanent Chief Executive Officer, the Company intends to enter into an amended executive employment agreement with Mr. Frakes to modify certain terms of his current agreement.

There is no arrangement or understanding between Mr. Frakes and any other person pursuant to which Mr. Frakes was appointed as the permanent Chief Executive Officer of the Company. There are no family relationships between Mr. Frakes and any of the Company's directors, executive officers or persons nominated or chosen by the Company to become a director or executive officer. Mr. Frakes has not engaged in any related-person transactions required to be disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Departure of Guy F. Cipriani as Chief Operating Officer

Effective October 3, 2024, Guy F. Cipriani, Chief Operating Officer of the Company, has departed the Company. Mr. Cipriani's departure was not related to the Company's financial or operating results or to any disagreements or concerns regarding the Company's financial or reporting practices.

As a result of Mr. Cipriani's departure, that executive employment agreement entered into by and between Mr. Cipriani and the Company on January 2, 2021, as amended (the "Employment Agreement"), terminated effective October 3, 2024. In connection with his departure, subject to his execution and non-revocation of a waiver and release of claims agreement, Mr. Cipriani will be entitled to receive twelve months' severance and related separation benefits, consistent with the terms of his Employment Agreement.