Full Press Release Details
STATEMENT ON INSIDE INFORMATION AND SECURITIES TRADING OF AETHLON MEDICAL,
adopted by the Board of Directors on March 1, 2010
result of your position as a director, officer, or employee of Aethlon Medical,
Inc. (the "Company," "we," or "us"), you are likely to learn or have access to
material information about the Company and other entities, including other
public companies, with which we do business (collectively, our "Business
Acquaintances") that is not generally available to the
public. Accordingly, you may buy and sell the Company's securities
only as set forth in this Policy Statement. Material non-public
information is commonly referred to as "inside information." As a
result of your relationship with the Company, you have certain responsibilities
and obligations under the federal securities laws regarding using such material
non-public information in trading the Company's and our Business Acquaintances'
securities, commonly referred to as "insider trading." This Policy
Statement is intended to explain these responsibilities and
obligations. This Policy Statement is also intended to set forth
certain limitations and parameters on trading in the Company's
not buy or sell the securities of the Company or any Business Acquaintance on
the basis of material non-public information concerning the Company or any
Business Acquaintance.
to the restrictions contained under the heading "Blackout Period and Makeup
Trading Provisions" described below and compliance with Section 1 above, you may
buy and sell the Company's securities only under the following
addition to the above conditions, each officer and director that intends to
purchase or sell the Company's securities (other than the acquisition of
securities through a previously board-approved grant of stock or exercise of
options), shall prior to any such trading or prior to the institution of a
trading plan under Rule 10b5-1, inform the Board of Directors in writing of the
details of the proposed trading and the Board shall determine whether to
publicly disclose the proposed trading. Trading plans may be subject to
disclosure on a Form 8-K at the discretion and direction of the Board of
circumstances, sales of the Company's securities, whether under a 10b5-1 trading
plan or otherwise, shall not with respect to all open market sales exceed 5% of
the average volume of trading for the prior thirty calendar day period (the
"look back period") as reported on dailyfinance.com. The look back
period shall be utilized on a rolling basis over the time frame of the proposed
trading actions, which for sales under Rule 144 shall be on a ninety basis in
conformity with the Rule. Any sales under Rule 144 (whether or not pursuant to a
trading plan) shall be properly noticed and filed with the SEC under a Rule 144
Notice Form prior to the start of trading.
discussed below, there may be times when the Company is in possession of
material non public information not disclosed in an earnings release or Form
10-K or Form 10-Q, such as a plan to change the Company's dividend policy, a
possible material acquisition or another material development. At
such times the Company will close the Permitted
Trading Period and impose a blackout period until such information is disclosed
or no longer material.
not aid or abet another person's insider trading. That is, you may
not "tip" other persons by providing them with material non-public information
concerning the Company or any Business Acquaintance.
A. What is Material Non-Public
information" is information about the Company or its Business
Acquaintances that has not been disclosed or made generally available to the
public. Information with respect to the Company or a Business
Acquaintance is generally no longer "non-public" when it has been disclosed by
the Company or such Business Acquaintance or by third parties in a filing with
the SEC or a press release or other statement to the general
public. For example, the operating results of the Company for a
particular quarter, prior to an earnings release for such quarter, would be
non-public information. After an earnings release for such quarter,
the operating results of the Company would no longer be non-public to the extent
disclosed in such earning release.
with respect to the Company or a Business Acquaintance is generally considered
(i) a reasonable investor would likely find the information important to his or
her decision to buy or sell the Company's or such Business Acquaintance's
securities or (ii) such information, if made public, would likely affect the
market price of the Company's or such Business Acquaintance's
securities. There is no bright-line rule; instead materiality depends
on the facts and circumstances at hand. Examples of material
information include the following: a potential merger or acquisition involving
the Company; the Company's operating results; pending regulatory action against
the Company; the public or private sale of additional securities of the Company;
a tender offer by the Company for another company's securities; and major
management changes at the Company.
when in doubt about whether certain information is material, you should presume
such information is in fact material. If you are unsure whether
information of which you are aware is material or non-public, you should seek
independent legal counsel.
B. Prohibition on Insider
federal securities laws prohibit any person who obtains material non-public
information relating to the Company or any Business Acquaintance and has a duty
not to disclose it, such as an officer or employee of the Company, from using
such information in trading the securities of the Company or such Business
Acquaintance. The rationale for this prohibition is that the
integrity of the securities market would be seriously undermined if the deck
were stacked against persons not privy to such
information. Furthermore, failure to maintain the confidentiality of
material non-public information about the Company and our Business Acquaintances
could greatly harm our ability to conduct business.
the period that material information relating to the Company or its business is
unavailable to the general public, it must be kept in strict
confidence. Accordingly, such information should be discussed only
with persons who a "need to know," and should be confined to as small a group as
possible. The utmost care and circumspection must be exercised at all
times. Thus, conversations in public places, such as elevators,
restaurants, and airplanes, should be limited to matters that do not involve
information of a sensitive or confidential nature.
that Company confidences are protected to the maximum extent possible, no
individual other than specifically authorized personnel may release material
information to the public or respond to inquiries from the media, analysts or