On November 21, 2013, Exosome Sciences, Inc. ("ESI"), a Nevada corporation and, prior to the transaction described herein, wholly owned diagnostic subsidiary of Aethlon Medical, Inc. ("Registrant" or the "Company"), entered into a stock purchase agreement (the "Stock Purchase Agreement") with twelve accredited investors (collectively, the "Purchasers"), pursuant to which the Purchasers purchased an aggregate of 220,000 shares of the Company'scommon stock, par value $.001 per share (the "Common Stock"), at a purchase price of $5.00 per share, for an aggregate purchase price of $1,100,000, or a post money valuation of $7,100,000 for ESI. As a result of the transaction, the Company's percentage ownership of the outstanding capital stock of ESI was reduced from 100% to approximately 84.5%.
The securities sold in the private placement were not registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. Each Purchaser is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act. This current report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.
The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by the form of Stock Purchase Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference. Readers should review that document for a complete understanding of the terms and conditions associated with this transaction.