Aethlon to merge with North Immunology in an all-stock deal

Aethlon Medical, Inc. has entered into a definitive merger agreement for an all-stock transaction with North Immunology, Inc., a privately held biotechnology company developing bispecific antibodies. The announcement is filed as Exhibit 99.1 to a Form 8-K and is dated September 17, 2026. The combined company will operate as North Immunology, Inc. and trade on the Nasdaq Capital Market under the new ticker symbol NRTX, led by North Immunology's existing management team.

The deal terms

Pre-merger Aethlon stockholders are expected to own approximately 4.75% of the combined company at closing. Pre-merger North Immunology stockholders, including investors in the private placement, are expected to own approximately 95.25%. The pro forma equity value is about $346.5 million including the private placement. Aethlon's share is subject to reduction if Aethlon's net cash at closing is less than $0.

Aethlon stockholders, and holders of its preferred stock, will also receive a contingent value right for each share held immediately before closing. The right entitles them to net proceeds, if any, from a sale, license, transfer, divestiture or other monetization of Aethlon's legacy Hemopurifier business. The release says the terms will be described in the merger agreement or in a later 8-K.

The transaction is expected to close in the first quarter of 2027. Closing depends on approval by the stockholders of each company, effectiveness of a registration statement to be filed with the SEC, Nasdaq's approval of the initial listing application and other customary conditions. Both boards have approved the transaction.

The financing

The private placement is expected to provide about $180 million in gross proceeds. That figure includes the conversion of approximately $34 million of North Immunology's outstanding convertible promissory notes, together with accrued interest, premiums and fees. Investors including Bain Capital Life Sciences, Janus Henderson Investors, Deep Track Capital and Longitude Capital supported the financing. North Immunology expects the funding to cover its operations into the second half of 2028.

The lead program and timetable

North Immunology's lead program, NOR-101, is a half-life extended anti-IL-13 x IL-18 bispecific antibody designed to inhibit both type 2 and non-type 2 inflammation that drives atopic dermatitis. The company cited an approximately 42-day half-life in a non-human primate pharmacokinetic study. A Phase 1a study is expected to begin in the first quarter of 2027, with interim pharmacokinetic and safety data expected by mid-2027. Phase 1b and Phase 2b studies are planned to start in 2027, with topline data for both expected in 2028.

The release has no human data, and its "best-in-disease" language is the company's aspiration, not a result. NOR-101 has so far been studied only in a non-human primate pharmacokinetic study. Efficacy in atopic dermatitis will not be tested until the Phase 1b and Phase 2b studies, with topline data in 2028, so the planned funding runway into the second half of 2028 ends close to the first real evidence.

Jonathan Barr, CEO of North Immunology, said that "This merger and significant financing is expected to provide the capital and public-company platform needed to advance NOR-101 into clinical development."

Advisers

Maxim Group LLC is financial advisor to Aethlon, and Procopio, Cory, Hargreaves & Savitch LLP is its legal counsel. Wedbush Securities Inc. is exclusive strategic financial advisor to North Immunology, and Gibson, Dunn & Crutcher LLP is its legal counsel. Jefferies, Leerink Partners, BofA Securities and UBS Investment Bank are the placement agents to North Immunology, and Cooley LLP is counsel to the placement agents.

Aethlon's own business is the Hemopurifier, evaluated in 173 treatment sessions in 44 patients according to its 10-K. For the year ended March 31, 2026 it reported a net loss of $7.2 million and cash used in operations of $7.0 million, and its 10-Q reports cash of $4.9 million at June 30, 2026. Aethlon holders would own approximately 4.75% of the combined company, and even that can shrink if Aethlon's net cash at closing is below $0. The contingent value right pays only from net proceeds, if any, of a sale or license of the Hemopurifier business, and its terms are not yet published.

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