Aethlon Medical to Acquire North Immunology in All-Stock Merger

Aethlon Medical, Inc. (Nasdaq: AEMD) announced on September 17, 2026, that it has entered into a definitive agreement to acquire North Immunology, Inc. The transaction is structured as an all-stock merger involving Aethlon’s wholly owned subsidiaries, Nighthawk Merger Sub Corp. and Nighthawk Second Merger Sub, LLC.

Under the terms of the Merger Agreement, North Immunology will merge with and into the First Merger Sub, with North Immunology surviving as a wholly owned subsidiary of Aethlon. Immediately following this, North Immunology will merge with and into the Second Merger Sub. The deal is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.

As of the closing, pre-merger North Immunology stockholders, including investors in a concurrent private placement, are expected to own approximately 95.25% of the combined company, while pre-merger Aethlon stockholders are expected to own approximately 4.75%. The combined entity is expected to operate under the name North Immunology, Inc. and trade on the Nasdaq Capital Market under a new ticker symbol.

North Immunology is developing a bispecific antibody program, with its lead candidate, NOR-101, targeting IL-13 and IL-18 for the treatment of atopic dermatitis. Concurrent with the merger, North Immunology closed an oversubscribed private placement of approximately $180 million in gross proceeds. This financing, supported by investors including Bain Capital Life Sciences and Janus Henderson Investors, is expected to fund operations through the second half of 2028.

Aethlon stockholders will retain the potential to realize value from Aethlon’s legacy assets through a contingent value right (CVR). Each share of Aethlon common stock and preferred stock held as of the closing will be entitled to receive net proceeds from any monetization transaction involving Aethlon’s Hemopurifier business.

The merger is subject to customary closing conditions, including approval by the stockholders of both companies, the effectiveness of a registration statement to be filed with the SEC, and Nasdaq’s approval of the initial listing application. The transaction is expected to close in the first quarter of 2027.