Aethlon Medical, Inc. has entered into a definitive merger agreement with privately held biotechnology company North Immunology, Inc. in an all-stock transaction that will create a combined company focused on developing bispecific antibody therapies for immune and inflammatory diseases.

The merger, together with a concurrent private placement expected to generate approximately USD 180 million in gross proceeds, is intended to fund the development of North Immunology’s lead candidate, NOR-101, a half-life extended IL-13 x IL-18 bispecific antibody being developed for Atopic Dermatitis (AD) and other immune-mediated diseases.

Following completion of the transaction, the combined company will operate as North Immunology, Inc. and is expected to trade on the Nasdaq Capital Market under a new ticker symbol, NRTX. The private placement includes the conversion of approximately USD 34 million of North Immunology’s outstanding convertible promissory notes and is expected to fund operations into the second half of 2028.

The financing was supported by healthcare-focused institutional investors, including Bain Capital Life Sciences, Janus Henderson Investors, Deep Track Capital, Longitude Capital, Soleus Capital, Invus and other investors.

North Immunology expects to begin a Phase 1a study of NOR-101 in the first quarter of 2027, with interim pharmacokinetic and safety data anticipated by mid-2027. The company plans to initiate Phase 1b and Phase 2b studies in atopic dermatitis during 2027, with topline data from both studies expected in 2028.

According to North Immunology, preclinical testing of NOR-101 showed promising bioavailability and an approximately 42-day half-life in a non-human primate pharmacokinetic study.

Under the proposed transaction, existing Aethlon stockholders are expected to own approximately 4.75 percent of the combined company at closing, while existing North Immunology stockholders, including participating private-placement investors, are expected to own approximately 95.25 percent. The combined company is expected to have a pro forma equity value of approximately USD 346.5 million, including the private placement.

Aethlon stockholders immediately prior to closing will also receive a Contingent Value Right (CVR) for each share of Aethlon common and preferred stock held. The CVR will provide potential proceeds from any future sale, licensing, transfer, divestiture or other monetisation of Aethlon’s legacy Hemopurifier business, subject to the terms of the agreement.

The boards of directors of both companies have approved the transaction, which is expected to close in the first quarter of 2027, subject to stockholder approvals, SEC registration effectiveness, Nasdaq approval and other customary closing conditions.

The combined company will be led by North Immunology’s existing management team, while its existing board, chaired by co-founder and ADAR1 Capital Management Managing Partner Daniel Schneeberger, will become the board of the combined company alongside new independent directors.

Aethlon Medical is developing the Hemopurifier, an investigational immunotherapeutic device designed to remove cancer-promoting exosomes and certain viruses from the circulatory system, with potential applications in organ transplantation. North Immunology focuses on bispecific antibodies targeting inflammatory pathways in immune and inflammatory diseases.