Medical
Tech Stock Aethlon Medical, Inc. (Nasdaq: $AEMD) Soars on Merger News
(Investorideas.com Newswire) Investorideas.com, a trusted
investment platform for retail investors reports breaking Medical Tech Stock
news for Aethlon Medical, Inc. (Nasdaq: AEMD),
a clinical-stage medical therapeutic company focused on developing
products to treat cancer and life-threatening viral infections for which there
is no treatment.
The stock makes the
Nasdaq top percentage gainers list today following merger news. The stock is
trading at 7.05 +5.62 (+393.01%) on volume of over 78 Million shares as of this
report. The stock has a morning high of $9.50.
Aethlon Medical, Inc. (Nasdaq: AEMD),today announced
it has entered into a definitive merger
agreement (the "Agreement") for an all-stock transaction with North
Immunology, Inc. ("North Immunology"), Nighthawk Merger Sub Corp., a
wholly owned subsidiary of Aethlon, and Nighthawk Second Merger Sub, LLC, a
wholly owned subsidiary of Aethlon. North Immunology is a privately held
biotechnology company developing bispecific antibodies that target orthogonal
inflammatory pathways in immune and inflammatory diseases
("I&I"), with the goal of delivering therapies that have the
potential to offer best-in-disease efficacy, safety, and patient convenience.
The merger and
concurrent private placement, which is expected to provide approximately $180
million in gross proceeds, are expected to position the combined company to
advance the development of NOR-101, a potentially best-in-class half-life
extended IL-13 x IL-18 bispecific antibody that is being developed for atopic
dermatitis ("AD") and other immune-mediated diseases. Upon
consummation of the transaction contemplated by the Agreement, the combined
entity will operate as North Immunology, Inc. and trade on the Nasdaq Capital
Market under a new ticker symbol NRTX.
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The
oversubscribed financing was supported by a syndicate of leading
healthcare-focused institutional investors, including Bain Capital Life
Sciences, Janus Henderson Investors, Deep Track Capital, Longitude Capital,
Soleus Capital, Invus, Sirenia Capital Management LP, funds managed by Farallon
Capital Management, Adage Capital Partners LP, and TCGX. The private placement
is expected to provide North Immunology with approximately $180 million in
gross proceeds (inclusive of the conversion of approximately $34 million of
North Immunology's outstanding convertible promissory notes, together with any
accrued interest, premiums and fees thereon, issued on or around the date
hereof) and is expected to fully fund its operations into the second half of
2028.
"Monoclonal
antibodies targeting type 2 inflammation have transformed the treatment of AD,
yet the vast majority of patients still live with substantial disease
burden" said Mohit Gupta, Co-Founder and CSO of North Immunology. "By
simultaneously targeting type 2 and non-type 2 inflammatory pathways that drive
AD, we believe NOR-101 has the potential to deliver a best-in-disease
therapeutic profile."
North
Immunology's Phase 1a study of NOR-101 is expected to begin in Q1 2027, with
interim PK and safety data expected by mid-2027. North Immunology intends to
rapidly initiate Phase 1b and Phase 2b studies for NOR-101 in atopic dermatitis
in 2027 and deliver topline data for both studies in 2028.
"This merger
and significant financing is expected to provide the capital and public-company
platform needed to advance NOR-101 into clinical development," said
Jonathan Barr, CEO of North Immunology. "We are encouraged by NOR-101's
preclinical profile, including the promising bioavailability and approximately
42-day half-life observed in our non-human primate PK study. We look forward to
executing on our clinical development plan, with multiple data readouts
expected through 2028."
"We believe
Aethlon stockholders will have a compelling opportunity to participate in the
development of North Immunology's pipeline through their ownership interest in
the combined company, while also retaining the potential to realize value from
Aethlon's legacy assets through the contingent value rights," said James
Frakes, Chief Executive Officer of Aethlon.
North Immunology
was founded and incubated by ADAR1 Capital Management. "I am proud of the
rapid progress our team has made in advancing NOR-101 since we founded the
Company," said Daniel Schneeberger, co-founder and board member of North
Immunology and managing partner of ADAR1 Capital. "We look forward to
dosing our first clinical trial participant and building on this momentum as
North enters its next stage of growth."
About the Proposed Transaction
Under the terms
of the merger agreement, as of the closing of the proposed merger, the
pre-merger Aethlon stockholders are expected to own approximately 4.75% of the
combined company, and the pre-merger North Immunology stockholders (inclusive
of those investors participating in the Private Placement) are expected to own
approximately 95.25% of the combined company, which is expected to have a pro
forma equity value of approximately $346.5 million (inclusive of the Private
Placement). The percentage of the combined company that Aethlon's stockholders
will own as of the closing of the proposed merger is subject to reduction to
the extent Aethlon's net cash at closing is less than $0, as further described
in the Agreement.
In addition,
Aethlon stockholders as of immediately prior to the closing (the
"Holders") will be entitled to receive additional financial
consideration through a contingent value right (a "CVR") for each
share of Aethlon common stock and preferred stock held, entitling the Holders
to net proceeds (if any) received following the closing from a sale, license,
transfer, divestiture or other monetization transaction with respect to
Aethlon's legacy Hemopurifier® business (a "Parent Legacy
Transaction"), the terms of which will be described in the Agreement
and/or the Form 8-K to be filed in connection with the proposed transaction.
The transaction
has received approval by the Board of Directors of both companies and is
expected to close in the first quarter of 2027, subject to certain closing conditions,
including, among others, approval by the stockholders of each company, the
effectiveness of a registration statement to be filed with the U.S. Securities
and Exchange Commission (the "SEC") to register the securities to be
issued in connection with the proposed merger, Nasdaq's approval of the initial
listing application to be submitted in connection with the proposed merger, and
the satisfaction of other customary closing conditions.
The combined
company plans to operate under the name North Immunology, Inc. and will be led
by North Immunology's existing management team. North Immunology's existing
Board of Directors, chaired by Daniel Schneeberger, M.D., MBA, co-founder of
North Immunology and managing partner of ADAR1 Capital Management, will become
directors of the combined company, alongside a number of new independent
directors.
Maxim Group LLC
is serving as financial advisor and Procopio, Cory, Hargreaves & Savitch
LLP is serving as legal counsel to Aethlon. Wedbush Securities Inc. is serving
as exclusive strategic financial advisor and Gibson, Dunn & Crutcher LLP is
serving as legal counsel to North Immunology. Jefferies, Leerink Partners, BofA
Securities and UBS Investment Bank are serving as the placement agents to North
Immunology. Cooley LLP is serving as legal counsel to the placement agents.
About Aethlon Medical
Aethlon Medical,
Inc. (Nasdaq: AEMD) is a medical therapeutic company focused on developing the
Hemopurifier®, a clinical-stage immunotherapeutic device designed for the depletion
of cancer-promoting exosomes and life-threatening viruses from the circulatory
system, and for use in organ transplantation. Aethlon is headquartered in San
Diego, California.
About North Immunology
North Immunology
is a privately held biotechnology company developing bispecific antibodies that
target orthogonal inflammatory pathways in immune and inflammatory diseases
("I&I") with the goal of delivering therapies that have the
potential to offer best-in-disease efficacy, safety, and patient convenience.
North Immunology's lead program, NOR-101, is a half-life extended anti-IL-13 x
IL-18 bispecific antibody designed to inhibit both the type 2 and non-type 2
inflammation that drives atopic dermatitis. For more information, visit:
www.northimmunology.com.
Forward-Looking Statements
Certain
statements in this press release, other than purely historical information, may
constitute "forward-looking statements" within the meaning of the
federal securities laws, including for purposes of the safe harbor provisions
under the United States Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, but are not limited to, express or implied
statements relating to Aethlon's and North Immunology's expectations, hopes,
beliefs, intentions or strategies regarding the proposed merger, the Private
Placement, and the combined company's future, pipeline and business including,
without limitation, statements regarding the expected timing and completion of
the proposed merger and the Private Placement, the anticipated ownership
structure of the combined company, the expected benefits, opportunities and
market potential of the proposed transaction, the combined company's expected
cash position and cash runway, the target profile, anticipated benefits,
mechanism, dosing and development plans for NOR-101 and North Immunology's
other product candidates, the timing and design of preclinical studies and
clinical trials and the expected timing of data, market size and opportunity,
and the combined company's ability to achieve the expected benefits or
opportunities with respect to its product candidates, including whether NOR-101
will achieve clinical proof of concept, demonstrate improved efficacy relative
to type 2-directed therapies, achieve extended maintenance dosing intervals,
reduce the incidence of conjunctivitis, or achieve regulatory approval, and
statements made herein with respect to the contingent value rights entitling
the Holders to proceeds (if any) from a Parent Legacy Transaction received
post-closing. In addition, any statements that refer to projections, forecasts
or other characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. These forward-looking
statements are based on current expectations and beliefs concerning future
developments and their potential effects. There can be no assurance that future
developments affecting the combined company will be those that have been
anticipated. These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond Aethlon's, North Immunology's or the
combined company's control) or other assumptions that may cause actual results
or performance to be materially different from those expressed or implied by
these forward-looking statements. These risks and uncertainties include, but
are not limited to, risks related to: the risk that the proposed merger and the
Private Placement may not be completed on the anticipated timeline or at all;
the failure to satisfy the conditions to closing, including obtaining the
requisite approvals of the stockholders of each company, the effectiveness of
the registration statement to be filed with the SEC in connection with the
proposed merger, approval of the Nasdaq initial listing application, and the
expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; the risk that
the Private Placement may not close or may not result in the anticipated gross
proceeds; the amount of Aethlon's net cash at closing and the resulting
adjustment to the exchange ratio; the risk that a Parent Legacy Transaction may
not be completed and that no payment may become due in respect of the CVRs; the
outcome of preclinical studies and clinical trials; regulatory processes and
the possibility that the target profile for NOR-101 is not achieved; the fact
that NOR-101 is investigational and that comparisons to other agents are not
based on head-to-head studies; the combined company's ability to successfully
develop and commercialize its product candidates; competition in the atopic
dermatitis market; the combined company's reliance on third parties; protection
of intellectual property, including the combined company's ability to obtain
and maintain rights to the intellectual property underlying NOR-101; and the
combined company's need for substantial additional funding. Should one or more
of these risks or uncertainties materialize, or should any of Aethlon's, North
Immunology's or the combined company's assumptions prove incorrect, actual
results may vary in material respects from those projected in these
forward-looking statements. Nothing in this press release should be regarded as
a representation by any person that the forward-looking statements set forth
therein will be achieved or that any of the contemplated results of such
forward-looking statements will be achieved. You should not place undue
reliance on forward-looking statements in this press release, which speak only
as of the date they are made and are qualified in their entirety by reference
to the cautionary statements herein and in Aethlon's filings with the SEC.
Aethlon, North Immunology and the combined company do not undertake or accept
any duty to make any updates or revisions to any forward-looking statements,
except as required by law.
Important Information About
Investigational Product Candidates
This press
release concerns drug candidates that are under preclinical and clinical
investigation, and which have not yet been approved by the U.S. Food and Drug
Administration. These are currently limited by federal law to investigational
use, and no representation is made as to their safety or effectiveness for the
purposes for which they are being investigated. No clinical studies of NOR-101
have been conducted, and results from clinical trials of other agents are not
indicative of results that may be demonstrated in clinical studies of NOR-101.
Comparisons to approved products and to other investigational product
candidates are based on separate studies with different designs, endpoints,
timepoints and patient populations; no head-to-head studies have been
conducted, and such comparisons are for illustrative purposes only.
No Offer or Solicitation
This press
release is not intended to and does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation of any proxy,
vote, consent or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. The securities to be sold in the Private Placement are being
offered in a transaction not involving a public offering and have not been
registered under the Securities Act of 1933, as amended, or any state
securities laws, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements.
NEITHER THE SEC
NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE
SECURITIES OR DETERMINED IF THIS COMMUNICATION IS TRUTHFUL OR COMPLETE.
Important Additional Information About
the Proposed Transaction Will Be Filed with the SEC
In connection
with the proposed merger, Aethlon intends to file relevant materials with the
SEC, including a registration statement on Form S-4 that will contain a proxy
statement/prospectus relating to the proposed transaction. This press release
is not a substitute for the registration statement, proxy statement/prospectus
or any other document that Aethlon may file with the SEC in connection with the
proposed transaction.
INVESTORS AND
SECURITY HOLDERS OF AETHLON AND NORTH IMMUNOLOGY ARE URGED TO READ THE
REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS THERETO, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AETHLON, NORTH
IMMUNOLOGY, THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and
security holders will be able to obtain free copies of the registration
statement, proxy statement/prospectus and other documents filed by Aethlon with
the SEC through the website maintained by the SEC at www.sec.gov and on the
Investors section of Aethlon's website.
Participants in the Solicitation
Aethlon, North
Immunology and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from Aethlon's stockholders
in connection with the proposed transaction. Information about Aethlon's
directors and executive officers, including a description of their interests in
Aethlon, is included in Aethlon's most recent definitive proxy statement, as
filed with the SEC on September 1, 2026, and in Aethlon's Annual Report on Form
10-K for the fiscal year ended March 31, 2026. To the extent that holdings of
Aethlon securities by Aethlon's directors and executive officers have changed
since the amounts set forth in Aethlon's most recent definitive proxy
statement, such changes have been or will be reflected on Statements of Change
in Ownership on Forms 3, 4 or 5 filed with the SEC. Additional information regarding
the persons who may, under the rules of the SEC, be deemed participants in the
solicitation of proxies in connection with the proposed transaction, including
a description of their direct or indirect interests, by security holdings or
otherwise, will be included in the registration statement and proxy
statement/prospectus when filed with the SEC.
Investor Contact
Susan Noonan
S.A. Noonan
Communications, LLC
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