Aethlon Medical and North Immunology Agree All-Stock Merger Backed by $180 Million Private Placement

Aethlon Medical and privately held North Immunology have agreed to an all-stock merger that would turn the Nasdaq-listed company into a vehicle centered on North’s immunology pipeline, alongside a private placement expected to provide about $180 million in gross proceeds.

Pre-merger North Immunology stockholders, including investors participating in the financing, are expected to own about 95.25% of the combined company at closing. Pre-merger Aethlon stockholders are expected to own about 4.75%, subject to a possible reduction if Aethlon’s net cash at closing is below zero. The companies put the combined company’s pro forma equity value at about $346.5 million, including the private placement.

The boards of both companies have approved the merger, according to Aethlon Medical’s September 17 announcement. The companies expect the merger to close in the first quarter of 2027, subject to stockholder approvals, effectiveness of an SEC registration statement, Nasdaq approval of an initial listing application and other closing conditions.

North holders are set to control the combined company

The ownership split makes North Immunology the dominant economic interest in the business after closing. Aethlon said the combined company plans to operate as North Immunology, Inc. and trade on the Nasdaq Capital Market under the new ticker NRTX. North’s existing management team is expected to lead the company, and its current board, chaired by co-founder Daniel Schneeberger, is expected to become the core of the post-closing board alongside new independent directors.

Aethlon’s existing holders would not be limited to their expected 4.75% equity stake. Stockholders immediately before closing are also slated to receive a contingent value right for each share of Aethlon common or preferred stock they hold. Those CVRs would entitle holders to net proceeds, if any, from a post-closing sale, license, transfer, divestiture or other monetization of Aethlon’s legacy Hemopurifier business.

That structure separates the future of Aethlon’s current therapeutic-device assets from the main operating strategy of the renamed public company. Aethlon has been developing the Hemopurifier, a clinical-stage device designed to remove cancer-promoting exosomes and life-threatening viruses from the circulatory system, with potential applications that also include organ transplantation. Under the proposed merger, the public company’s primary development focus would instead move to North’s antibody programs, while the CVR preserves a route for existing Aethlon holders to share in any future proceeds from the legacy business.

The equity split could still change before closing. Aethlon specifically said its stockholders’ percentage would be reduced to the extent the company’s net cash is below zero at closing. The merger also remains conditional rather than completed: investors still have to consider the registration statement and proxy materials that Aethlon plans to file with the SEC, and the required stockholder and Nasdaq approvals have not yet been obtained.

The $180 million financing is built around NOR-101

The concurrent private placement is expected to provide North Immunology with approximately $180 million in gross proceeds. That figure is not entirely new cash. It includes the conversion of roughly $34 million of North’s outstanding convertible promissory notes, together with related accrued interest, premiums and fees. The companies said the financing was oversubscribed and is expected to fund operations into the second half of 2028.

Investors named in the financing include Bain Capital Life Sciences, Janus Henderson Investors, Deep Track Capital, Longitude Capital, Soleus Capital, Invus, Sirenia Capital Management, funds managed by Farallon Capital Management, Adage Capital Partners and TCGX. Jefferies, Leerink Partners, BofA Securities and UBS Investment Bank are serving as placement agents.

The capital is intended primarily to advance NOR-101, North’s lead program. NOR-101 is a half-life extended bispecific antibody designed to target IL-13 and IL-18, two inflammatory pathways that North is seeking to address simultaneously in atopic dermatitis and other immune-mediated diseases. The company describes the approach as targeting both type 2 and non-type 2 inflammation.

North has not yet generated human clinical data for NOR-101. Aethlon’s announcement states that no clinical studies of the candidate have been conducted and that comparisons with approved medicines or other investigational candidates come from separate studies rather than head-to-head trials. That distinction is important because the company’s claims about NOR-101’s potential are based on preclinical findings rather than demonstrated clinical efficacy.

North said a non-human primate pharmacokinetic study showed approximately a 42-day half-life, a result management cited as part of the rationale for moving the program into clinical development. The company expects to start a Phase 1a study in the first quarter of 2027 and report interim pharmacokinetic and safety data by the middle of that year. It then plans to begin Phase 1b and Phase 2b studies in atopic dermatitis during 2027, with topline data from both expected in 2028.

Closing and the first clinical readout are the next milestones

The proposed merger ties two timelines together. On the corporate side, Aethlon must prepare and file the SEC registration statement and proxy materials, obtain the required stockholder approvals and secure Nasdaq’s approval for the post-merger listing. Only after those conditions and the other closing requirements are met would the company adopt the North Immunology name and NRTX ticker.

On the development side, the first planned human study of NOR-101 is expected to begin around the same period as the targeted first-quarter 2027 closing. That means the investment case for the combined company would quickly shift from merger execution to early clinical evidence. The first scheduled data point is interim pharmacokinetic and safety information expected by mid-2027, followed by the planned atopic-dermatitis studies and their 2028 topline readouts.

Until the merger closes, Aethlon and North remain separate companies, and the ownership percentages, financing outcome and clinical timeline remain subject to the conditions and risks described by the companies. The next formal corporate milestone will be Aethlon’s SEC filing of the registration statement and proxy statement/prospectus for stockholder consideration.