What changed in this filing

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Item 9A. Controls and Procedures

2021-03-31 compared with 2020-03-30 · 1432 added, 1641 removed, 1063 unchanged (74% of the section changed)

Controls and Procedures.

Effectiveness of Control Procedures

As of December 31, 2019,

the end of the period covered by this report, we carried out an evaluation under the supervision and with the participation of

our Management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and

operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange

Our disclosure controls and procedures are intended to ensure that the information we are required to disclose in the reports

that we file or submit under the Securities Exchange Act is (i) recorded, processed, summarized and reported within the time periods

specified in the Securities Exchange Commission’s rules and forms and (ii) accumulated and communicated to our management,

including the Chief Executive Officer and Chief Financial Officer, as the principal executive and financial officers, respectively,

to allow final decisions regarding required disclosures.

Based on that evaluation, our Chief Executive Officer and Chief Financial

Officer concluded that the controls and procedures were effective as of December 31, 2019 to ensure that material information

was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate

to allow timely decisions regarding required disclosure.

Our management has concluded that the financial statements included in

this Form 10-K present fairly, in all material respects our financial position, results of operations and cash flows for the periods

presented in conformity with accounting principles generally accepted in the United States of America.

Changes in Internal Control over Financial

We made no changes in

our internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under

the Exchange Act).

Management’s Report on Internal Control

over Financial Reporting

Our Management is responsible

for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f)

or 15d-15(f), under the Exchange Act.

Internal control over financial reporting is a process designed by, or under the supervision

of, our principal executive and principal financial officers and affected by our Board of Directors, Management and other personnel,

and to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial

reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately

and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded

as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that

receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,

or disposition of the company’s assets that could have a material effect on its financial statements.

Because of its inherent

limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation

of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or

that the degree of compliance with the policies or procedures may deteriorate.

Management has assessed

the effectiveness of our internal control over financial reporting as of December 31, 2019.

In making this assessment, Management

used the criteria set forth in the framework in 2013 established by the Committee of Sponsoring Organizations of the Treadway

Commission Internal Control-Integrated Framework, (COSO).

Based on this assessment, Management has not identified any material

weaknesses as of December 31, 2019.

A material weakness is a control deficiency, or combination of control deficiencies, that

results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be

prevented or detected.

Management has concluded

that we did maintain effective internal control over financial reporting as of December 31, 2019, based on the criteria set forth

in “Internal Control—Integrated Framework”

and Procedures.

Effectiveness

of Control Procedures

of December 31, 2020, the end of the period covered by this report, we carried out an evaluation under the supervision and with

the participation of our Management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness

of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) promulgated

under the Exchange Act.

Our disclosure controls and procedures are intended to ensure that the information we are required to

disclose in the reports that we file or submit under the Securities Exchange Act is (i) recorded, processed, summarized and reported

within the time periods specified in the Securities Exchange Commission’s rules and forms and (ii) accumulated and communicated

to our management, including the Chief Executive Officer and Chief Financial Officer, as the principal executive and financial

officers, respectively, to allow final decisions regarding required disclosures.

Based on that evaluation, our Chief Executive

Officer and Chief Financial Officer concluded that the controls and procedures were effective as of December 31, 2020 to ensure

that material information was accumulated and communicated to our management, including our Chief Executive Officer and Chief

Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Our management has concluded that the

financial statements included in this Form 10-K present fairly, in all material respects our financial position, results of operations

and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.

in Internal Control over Financial Reporting

made no changes in our internal control over financial reporting during the last fiscal quarter that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and

15d-15(f) under the Exchange Act).

Management’s

Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is

defined in Rules 13a-15(f) or 15d-15(f), under the Exchange Act.

Internal control over financial reporting is a process designed

by, or under the supervision of, our principal executive and principal financial officers and affected by our Board of Directors,

Management and other personnel, and to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal

control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in

reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance

that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted

accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations

of management and directors of the Company;

and (iii) provide reasonable assurance regarding prevention or timely detection of

unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on its financial

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections

of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

has assessed the effectiveness of our internal control over financial reporting as of December 31, 2020.

In making this assessment,

Management used the criteria set forth in the framework in 2013 established by the Committee of Sponsoring Organizations of the

Treadway Commission Internal Control—Integrated Framework, (COSO).

Based on this assessment, Management has not identified

any material weaknesses as of December 31, 2020.

A material weakness is a control deficiency, or combination of control deficiencies,

that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will

not be prevented or detected.

has concluded that we did maintain effective internal control over financial reporting as of December 31, 2020, based on the criteria

set forth in “Internal Control—Integrated Framework”

issued by the COSO.

Other Information.

We recently received an inquiry from FINRA concerning trading activity

in our common stock on or around the week of March 9 th .

We know of no improper trading in our stock during this

time and believe that this is a normal inquiry.

The inquiry specifically states that it should not be construed as an indication

that FINRA has made any determination that any violation of NYSE American LLC Rules or Federal Securities laws have occurred.

Directors and Executive Officers and Corporate Governance.

The following sets forth

biographical information about each of our Directors and Executive Officers as of the date of this report:

Directors and Executive Officers and Corporate

following sets forth biographical information about each of our Directors and Executive Officers as of the date of this report:

Executive Officer, President, and Director

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Financial Officer

Each Director has been

elected to serve until the next annual meeting of stockholders, or until his earlier resignation, removal from office, death or

Each Executive Officer serves at the discretion of the Board of Directors, subject to rights, if any, under contracts

of employment.

We believe our Board Members

represent a desirable diversity of backgrounds, skills, education and experiences, and they all share the personal attributes

of dedication to be effective directors.

In recommending Board candidates, Corporate Governance and Nomination Committee considers

a candidate’s:

(1) general understanding of elements relevant to the success of a publicly traded company in the current

business environment;

Director has been elected to serve until the next annual meeting of stockholders, or until his earlier resignation, removal from

office, death or incapacity.

Each Executive Officer serves at the discretion of the Board of Directors, subject to rights, if

any, under contracts of employment.

believe our Board Members represent a desirable diversity of backgrounds, skills, education and experiences, and they all share

the personal attributes of dedication to be effective directors.

In recommending Board candidates, Corporate Governance and Nomination

Committee considers a candidate’s:

(1) general understanding of elements relevant to the success of a publicly traded company

in the current business environment;

(2) understanding of our business;

and (3) diversity in educational and professional background.

The Committee

also gives consideration to a candidate’s judgment, competence, dedication and anticipated participation in Board activities

along with experience, geographic location and special talents or personal attributes.

The following are qualifications, experience

and skills for Board members which are important to AIM’

business and its future:

Leadership Experience :

seek directors who have demonstrated strong leadership qualities.

Such leaders bring diverse perspectives and broad business insight

to our Company.

The relevant leadership experience that we seek includes a past or current leadership role in a large or entrepreneurial

company, a senior faculty position at a prominent educational institution or a past elected or appointed senior government position.

Industry or Academic Experience :

We seek directors who have relevant industry experience, both with respect to the disease areas where we are developing new therapies

as well as with the economic and competitive dynamics of pharmaceutical markets, including those in which our drugs will be prescribed.

Scientific, Legal or Regulatory

Given the highly technical and specialized nature of biotechnology, we desire that certain of our directors have

advanced degrees, as well as drug development experience.

Since we are subject to substantial regulatory oversight, both here

and abroad by the FDA and other agencies, we also desire directors who have legal or regulatory experience.

Finance Experience :

that our directors should possess an understanding of finance and related reporting processes, particularly given the complex

budgets and long timelines associated with drug development programs.

EQUELS, Esq.,

has been a Director and serves as our Executive Vice Chairman (since 2008), Chief Executive Officer (since 2016) and President

(since 2015).

Equels is the owner of and former President and Managing Director of the Equels Law Firm headquartered in Miami,

Florida that focuses on litigation.

The Committee also gives consideration to a candidate’s judgment, competence, dedication and anticipated participation in

Board activities along with experience, geographic location and special talents or personal attributes.

The following are qualifications,

experience and skills for Board members which are important to our business and its future:

We seek directors who have demonstrated strong leadership qualities.

Such leaders bring diverse perspectives and

broad business insight to our Company.

The relevant leadership experience that we seek includes a past or current leadership role

in a large or entrepreneurial company, a senior faculty position at a prominent educational institution or a past elected or appointed

senior government position.

or Academic Experience :

We seek directors who have relevant industry experience, both with respect to the disease areas where

we are developing new therapies as well as with the economic and competitive dynamics of pharmaceutical markets, including those

in which our drugs will be prescribed.

Legal or Regulatory Experience :

Given the highly technical and specialized nature of biotechnology, we desire that certain

of our directors have advanced degrees, as well as drug development experience.

Since we are subject to substantial regulatory

oversight, both here and abroad by the FDA and other agencies, we also desire directors who have legal or regulatory experience.

We believe that our directors should possess an understanding of finance and related reporting processes, particularly

given the complex budgets and long timelines associated with drug development programs.

EQUELS, has been a Director and serves as our Executive Vice Chairman (since 2008), Chief Executive Officer (since 2016)

and President (since 2015).

Equels was the owner of and former President and Managing Director of the Equels Law Firm headquartered

in Miami, Florida that focused on litigation.

For over a quarter century, Mr.

Equels has represented national and state governments as well

as companies in the banking, insurance, aviation, pharmaceutical and construction industries.

Equels received his Juris Doctor

degree with high honors from Florida State University.

He is a summa cum laude graduate of Troy University and also obtained his

Masters’

Degree from Troy.

He is a member of the Florida Bar Association and the American Bar Association.

Equels represented national and state governments

as well as companies in the banking, insurance, aviation, pharmaceutical and construction industries.

Equels received his

Juris Doctor degree with high honors from Florida State University.

He received his Bachelor of Science, summa cum laude, from

Troy University and also obtained his Masters’

of Science Degree from Troy University.

Equels began his professional

career as a military pilot.

He served in Vietnam and was awarded two Distinguished Flying Crosses, the Bronze Star, the Purple

Heart, and fifteen Air Medals.

In 2012, he was Knighted by Pope Benedict.

- Director Qualifications:

Experience –

Owner and former President, Managing Director of Equels Law Firm;

Experience –legal counsel to AIM;

Legal or Regulatory Experience - Law degree with over 25 years as a practicing attorney specializing in litigation.

M.D., Ph.D., has been a Director since July 1998 and Chairman of the Board since February 2016.

Mitchell is a Professor

of Pathology at Vanderbilt University School of Medicine and is a board certified physician.

Mitchell earned a M.D.

from Vanderbilt

from Johns Hopkins University, where he served as House Officer in Internal Medicine, followed by a Fellowship at

its School of Medicine.

Mitchell has published over 200 papers, reviews and abstracts that relate to viruses, anti-viral drugs,

immune responses to HIV infection, and other biomedical topics.

Mitchell has worked for and with many professional societies

that have included the American Society of Investigative Pathology, the International Society for Antiviral Research, the American

Society of Clinical Oncology, the American Society of Biochemistry and Molecular Biology and the American Society of Microbiology.

Military, Owner and former President, Managing Director of Equels Law Firm, Court appointed receiver in

numerous industries;

Experience –legal counsel, General Counsel, CFO and CEO to us;

Legal or Regulatory Experience - Law degree with over 25 years as a practicing attorney specializing in litigation, development

of clinical trials, creating intellectual property concepts, and established plan to finance drug development.

MITCHELL, M.D., Ph.D., has been a Director since July 1998 and Chairman of the Board since February 2016.

is a Professor of Pathology at Vanderbilt University School of Medicine and is a board certified physician.

Mitchell earned

from Vanderbilt and a Ph.D.

from Johns Hopkins University, where he served as House Officer in Internal Medicine, followed

by a Fellowship at its School of Medicine.

Mitchell has published over 200 papers, reviews and abstracts that relate to viruses,

anti-viral drugs, immune responses to HIV infection, and other biomedical topics.

Mitchell has worked for and with many professional

societies that have included the American Society of Investigative Pathology, the International Society for Antiviral Research,

the American Society of Clinical Oncology, the American Society of Biochemistry and Molecular Biology, the American Chemical Society,

and the American Society of Microbiology.

Mitchell is a member of the American Medical Association.

He has served on numerous government review committees, among them

the National Institutes of Health, AIDS and Related Research Review Group.

Mitchell previously served as one of our Directors

from 1987 to 1989.

He has served on numerous

government review committees, among them the Centers for Disease Control and Prevention (CDC) and the National Institutes of Health,

including the initial AIDS and Related Research Review Group.

Mitchell previously served as one of our Directors from 1987

MITCHELL, M.D., Ph.D.

- Director Qualifications:

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Professor at Vanderbilt University School of Medicine.

He is a member of the Board of Directors for

Chronix Biomedical and is Chairman of its Medical Advisory Board.

Additionally, he has served on multiple governmental review

committees of the National Institutes of Health, Centers for Disease Control and Prevention and for the European Union,

including key roles as Chairman;

He is a member of the Board of Directors for Chronix

Biomedical and is Chairman of its Medical Advisory Board.

Additionally, he has served on multiple governmental review committees

of the National Institutes of Health, Centers for Disease Control and Prevention and for the European Union, including key

roles as Chairman;

and Industry Experience –

Well published medical researcher with extensive investigative experience on virus and

immunology issues relevant to the scientific business of AIM along with being a Director of an entrepreneurial diagnostic

company (Chronix Biomedical) that is involved in next generation DNA sequencing for medical diagnostics;

Well published medical researcher with extensive investigative experience on virus and immunology

issues relevant to our scientific business along with being a Director of an entrepreneurial diagnostic company (Chronix Biomedical)

that is involved in next generation DNA sequencing for medical diagnostics;

Legal or Regulatory Experience - M.D., Ph.D.

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and international patents who is experienced in regulatory affairs through filings with the FDA.

CPA was appointed as a director and head of the Audit Committee in August 2016 and is a certified public accountant and partner

at Appelrouth Farah & Co., P.A., Certified Public Accountants and Advisors.

Appelrouth is also a certified forensic accountant

and possesses 40 years of experience in Accounting and Consulting.

He is a member of or has affiliations with the AICPA, American

College of Forensic Examiners, Association of Certified Fraud Examiners, Florida Bar Grievance Committee, Florida Institute of

Certified Public Accountants and InfraGard Member, a national information sharing program between the Federal Bureau of Investigation

and the private sector.

Appelrouth graduated

from Florida State University in 1975 and received his Master’s Degree in Finance from Florida International University

APPELROUTH, CPA was appointed as a director and head of the Audit Committee in August 2016 and is a certified public accountant

and partner at Appelrouth Farah & Co., P.A., Certified Public Accountants and Advisors.

Appelrouth is also a certified

forensic accountant and possesses 40 years of experience in Accounting and Consulting.

He is a member of or has affiliations with

the AICPA, American College of Forensic Examiners, Association of Certified Fraud Examiners, past member of the Florida

Bar Grievance Committee, Florida Institute of Certified Public Accountants and InfraGard Member, a national information sharing

program between the Federal Bureau of Investigation and the private sector.

Appelrouth graduated from Florida State University in 1975 and received his Master’s Degree in Finance from Florida International

University in 1980.

The Board has determined Mr.

Appelrouth to be an Independent Director as required under Section 803(2) of the NYSE:

Company Guide and Rule 10A-3 under the Exchange Act.

- Director Qualifications:

Appelrouth to be an Independent Director as required under Section 803(2) of

American Company Guide and Rule 10A-3 under the Exchange Act.

APPELROUTH - Director Qualifications:

Experience –has served in leadership positions on numerous Boards and other organizations;

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over 40 years of accounting and audit experience.

Information about our

Executive Officers

In addition to Mr.

(discussed above), the following are (or were) our Executive Officers during fiscal 2019:

has been a Director since July 2013.

about our Executive Officers

addition to Mr.

Equels (discussed above), the following are (or were) our Executive Officers during fiscal 2020:

RODINO III has been a Director since July 2013.

On September 30, 2016, Mr.

Rodino resigned as a member of our Board to permit him to

serve us in a new capacity.

Rodino resigned as a member of our Board to

permit him to serve us in a new capacity.

Effective October 1, 2016, we retained Mr.

Rodino as our Executive Director for Governmental Relations,

and as our General Counsel and, as of October 16, 2019, Mr.

Rodino as our Executive Director for Governmental

Relations, and as our General Counsel and, as of October 16, 2019, Mr.

Rodino assumed the role of Chief Operating Officer.

been our Secretary since November 2016.

Rodino has been our Secretary since November 2016.

Rodino has broad legal, financial, and executive experience.

In addition to being

President of Rodino Consulting LLC and managing partner at several law firms during his many years as a practicing attorney, he

served as Chairman and CEO of Crossroads Health Plan, the first major Health Maintenance Organization in New Jersey.

had experience as an investment executive in the securities industry and acted as trustee in numerous Chapter 11 complex corporate

to being President of Rodino Consulting LLC and managing partner at several law firms during his many years as a practicing attorney,

he served as Chairman and CEO of Crossroads Health Plan, the first major Health Maintenance Organization in New Jersey.

has had experience as an investment executive in the securities industry and acted as trustee in numerous Chapter 11 complex corporate

reorganizations.

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Seton Hall University.

been our Chief Financial Officer since September 16, 2019.

She is also our Chief Accounting Officer.

Lintal has been employed

by us for two years.

She has more than two decades of prior public company and non-profit experience.

She earned a Bachelor of

Science degree in Accounting from Elmira College.

Lintal served for several years as a Chief Financial Officer and SVP of

Finance & Control for an international non-profit Organization and public accounting experience at Corning Inc, Carlisle Companies

and AGY where she led the organizational focus on financial management, strategic planning and mergers and acquisitions.

to joining the company Ellen was the CFO for the National Wild Turkey Federation, an international non-profit organization.

ADAM PASCALE was

Chief Financial Officer from February 2016 until his retirement in September 2019.

He was also our Chief Accounting Officer.

Pascale had been employed with the company for 23 years, with more than two decades of public accounting experience and prior

public company experience.

He earned a Bachelor of Arts degree in Accounting and Finance from Rutgers University.

served for several years as a CPA prior to his joining AIM and is a member of both the American and Pennsylvania Institutes of

Certified Public Accountants.

LINTAL has been our Chief Financial Officer since September 16, 2019.

Lintal has more than two decades of prior public

company and non-profit experience.

She earned a Bachelor of Science degree in Accounting from Elmira College.

Lintal served

for several years as a Chief Financial Officer and SVP of Finance & Control for an international non-profit Organization and

public accounting experience at Corning Inc, Carlisle Companies and AGY where she led the organizational focus on financial management,

strategic planning and mergers and acquisitions.

Prior to joining the Company Mrs.

Lintal was the CFO for the National Wild Turkey

Federation, an international non-profit organization.

STRAYER, M.D.

has acted as our Medical Director and Chief Scientific Officer since 1986.

He has served as Professor of Medicine at the Medical

College of Pennsylvania and Hahnemann University.

Strayer is Board Certified in Medical Oncology and Internal Medicine with

research interests in the fields of cancer and immune system disorders.

He has served as principal investigator in studies funded

by the Leukemia Society of America, the American Cancer Society, and the National Institutes of Health.

Strayer attended the

School of Medicine at the University of California at Los Angeles where he received his M.D.

Audit Committee and Audit Committee Expert

The Audit Committee of

our Board of Directors consists of William Mitchell, M.D.

He has served as Professor of

Medicine at the Medical College of Pennsylvania and Hahnemann University.

Strayer is Board Certified in Medical Oncology and

Internal Medicine with research interests in the fields of cancer and immune system disorders.

He has served as principal investigator

in studies funded by the Leukemia Society of America, the American Cancer Society, and the National Institutes of Health.

Strayer attended the School of Medicine at the University of California at Los Angeles where he received his M.D.

Committee and Audit Committee Expert

Audit Committee of our Board of Directors consists of William Mitchell, M.D.

and Stewart L.

Mitchell and Mr.

Appelrouth are determined

by the Board of Directors to be Independent Directors as required under Section 803(2) of the NYSE:

American Company Guide and

Rule 10A-3 under the Exchange Act.

are determined by the Board of Directors to be Independent Directors as required under Section 803(2) of the NYSE:

American Company

Guide and Rule 10A-3 under the Exchange Act.

The Board has determined that Mr.

Appelrouth qualifies as an “audit committee financial

expert”

Appelrouth qualifies as an “audit committee

financial expert”

as that term is defined by Section 803B(2) of the NYSE:

American Company Guide and the rules and regulations of

We believe Dr.

Appelrouth to be independent of management and free of any relationship that would interfere with their exercise of independent

judgment as members of this Committee.

The principal functions of the Audit Committee are to (i) assist the Board in fulfilling

its oversight responsibility relating to the annual independent audit of our consolidated financial statements and management’s

assessment of internal control over financial reporting, the engagement of the independent registered public accounting firm

and the evaluation of the independent registered public accounting firm’s qualifications, independence and performance;

American Company Guide and the rules and regulations

Mitchell and Mr.

Appelrouth to be independent of management and free of any relationship that would interfere with

their exercise of independent judgment as members of this Committee.

The principal functions of the Audit Committee are to (i)

assist the Board in fulfilling its oversight responsibility relating to the annual independent audit of our consolidated financial

statements and management’s assessment of internal control over financial reporting, the engagement of the independent registered

public accounting firm and the evaluation of the independent registered public accounting firm’s qualifications, independence

and performance;

(ii) prepare the reports or statements as may be required by NYSE American or the securities laws;

(iii) assist the Board in fulfilling

its oversight responsibility relating to the integrity of our financial statements and financial reporting process and our system

of internal accounting and financial controls;

(iv) discuss the financial statements and reports with management, including any

significant adjustments, management judgments and estimates, new accounting policies and disagreements with management;

review disclosures by our independent registered public accounting firm concerning relationships with us and the performance of

our independent accountants.

This Audit Committee formally

met four times in 2019 with all committee members in attendance.

Our General Counsel and Chief Financial Officer support the Audit

Committee in its work.

The full text of the Audit Committee’s Charter, as approved by the Board, is available on our website:

the Board in fulfilling its oversight responsibility relating to the integrity of our financial statements and financial reporting

process and our system of internal accounting and financial controls;

(iv) discuss the financial statements and reports with management,

including any significant adjustments, management judgments and estimates, new accounting policies and disagreements with management;

and (v) review disclosures by our independent registered public accounting firm concerning relationships with us and the performance

of our independent accountants.

Audit Committee formally met five times in 2020 with all committee members in attendance.

Our General Counsel and Chief Financial

Officer support the Audit Committee in its work.

The full text of the Audit Committee’s Charter, as approved by the Board,

is available on our website:

www.aimimmuno.com in the “Investor Relations”

tab under “Corporate Governance”.

Scientific Advisory Board (“SAB”)

The SAB was established

to leverage its member’s scientific and pharmaceutical expertise and advice to advance our drug development programs by

providing guidance on steering us forward and capitalizing on business opportunities as well as interactions with the FDA.

is responsible for:

(i) reviewing all submissions made by us to the FDA and other regulators to ensure that the submissions fully,

accurately, and timely describe the status of any clinical trials, tests, or other studies or analyses of drug safety and efficacy

undertaken by us, and any agreements, protocols, or guidance provided by relevant regulatory agencies;

and (ii) monitoring and

supervising our relationship with the FDA.

Advisory Board (“SAB”)

SAB was established to leverage its member’s scientific and pharmaceutical expertise and advice to advance our drug development

programs by providing guidance on steering us forward and capitalizing on business opportunities as well as interactions with

It is responsible for:

(i) reviewing all submissions made by us to the FDA and other regulators to ensure that the submissions

fully, accurately, and timely describe the status of any clinical trials, tests, or other studies or analyses of drug safety and

efficacy undertaken by us, and any agreements, protocols, or guidance provided by relevant regulatory agencies;

and (ii) monitoring

and supervising our relationship with the FDA.

The SAB shall have free and open access to our scientific and executive personnel,

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Chairman, and Ronald Brus, M.D., W.

Neal Burnette, M.D., and Christopher Nicodemus, M.D., all of whom are members.

The SAB reports

to the independent directors of the Company and closely interacts with the Disclosure Controls Committee.

The SAB met two

times in 2019.

Disclosure Controls Committee (“DCC”)

The DCC reports to the

Audit Committee and is responsible for procedures and guidelines on managing disclosure information.

The purpose of the DCC is

to make certain that information required to be publicly disclosed is properly accumulated, recorded, summarized and communicated

to the Board and management.

This process is intended to allow for timely decisions regarding communications and disclosures and

to help ensure that we comply with related SEC rules and regulations.

Lintal is the DCC’s Investor Relations Coordinator

and Chairperson.

The other members of the DCC are Peter Rodino, our General Counsel, William Mitchell, one of our Independent

Directors, Dr.

David Strayer, Medical Director and Chief Scientific Officer, Julie Mierau, our Controller, and Ann Marie Coverly,

Director of HR and Administration serving as the Deputy Investor Relations Coordinator.

Adam Pascale, former Chief Financial and

Accounting Officer was a member of the committee before his retirement in September 2019.

The full text of the DCC’s Charter,

as approved by the Board, is available on our website:

Neal Burnette, M.D., Christopher Nicodemus, M.D., and Philip Ransom Roane, Ph.D.

The SAB reports to the independent directors of the Company and closely interacts with the Disclosure Controls Committee.

The SAB met two times in 2020.

Controls Committee (“DCC”)

DCC reports to the Audit Committee and is responsible for procedures and guidelines on managing disclosure information.

of the DCC is to make certain that information required to be publicly disclosed is properly accumulated, recorded, summarized

and communicated to the Board and management.

This process is intended to allow for timely decisions regarding communications

and disclosures and to help ensure that we comply with related SEC rules and regulations.

Lintal is the DCC’s Investor

Relations Coordinator and Chairperson.

The other members of the DCC are Peter Rodino, our General Counsel, William Mitchell, one

of our Independent Directors, Dr.

David Strayer, Medical Director and Chief Scientific Officer, Julie Mierau, our Controller,

and Ann Marie Coverly, Director of HR and Administration serving as the Deputy Investor Relations Coordinator.

The full text of

the DCC’s Charter, as approved by the Board, is available on our website:

www.aimimmuno.com in the “Investor Relations”

tab under “Corporate

Governance”.

tab under “Corporate Governance”.

The DCC actively met on numerous occasions in 2020.

Executive Committee

In February 2016, our

Board formed the Executive Committee.

The Executive Committee reports to the Board and its purpose is to aid the Board in handling

matters which, in the opinion of the Chairman of the Board, should not be postponed until the next scheduled meeting of the Board.

Equels, our Chief Executive Officer is the chairman of the Committee, along with two of our independent directors, Mr.

The full text of the Executive Committee Charter, as approved by the Board, is available on our website:

www.aimimmuno.com

in the “Investor Relations”

February 2016, our Board formed the Executive Committee.

The Executive Committee reports to the Board and its purpose is to aid

the Board in handling matters which, in the opinion of the Chairman of the Board, should not be postponed until the next scheduled

meeting of the Board.

Equels, our Chief Executive Officer is the chairman of the Committee, along with two of our independent

directors, Mr.

Appelrouth and Dr.

The full text of the Executive Committee Charter, as approved by the Board, is available

on our website:

www.aimimmuno.com in the “Investor Relations”

tab under “Corporate Governance”.

The Committee did not meet in 2019.

Code of Ethics

Our Board of Directors

adopted a revision to the 2003 Code of Ethics and business conduct for officers, directors, employees, agents and consultants.

The principal amendments included broadening the Code’s application to our agents and consultants, adoption of a regulatory

compliance policy and adoption of a policy for protection and use of Company computer technology for business purposes only.

an annual basis, this Code is reviewed and signed by each Officer, Director, employee and strategic consultant with none of the

amendments constituting a waiver of provision of the Code of Ethics on behalf of our Chief Executive Officer, Chief Financial

Officer, or persons performing similar functions.

You may obtain a copy

of this Code by visiting our web site at www.aimimmuno.com (Investor Relations / Corporate Governance) or by written request to

our office at 2117 SW Highway 484, Ocala, FL 34473.

The Committee

did not meet in 2020.

Board of Directors adopted a revision to the 2003 Code of Ethics and business conduct for officers, directors, employees, agents

and consultants.

The principal amendments included broadening the Code’s application to our agents and consultants, adoption

of a regulatory compliance policy and adoption of a policy for protection and use of Company computer technology for business

purposes only.

On an annual basis, this Code is reviewed and signed by each Officer, Director, employee and strategic consultant

with none of the amendments constituting a waiver of provision of the Code of Ethics on behalf of our Chief Executive Officer,

Chief Financial Officer, or persons performing similar functions.

may obtain a copy of this Code by visiting our web site at www.aimimmuno.com (Investor Relations / Corporate Governance) or by

written request to our office at 2117 SW Highway 484, Ocala, FL 34473.

Executive Compensation.

COMPENSATION DISCUSSION AND ANALYSIS

This discussion and analysis

describes our executive compensation philosophy, process, plans and practices as they relate to our “Named Executive Officers”

(“NEO”) listed below and gives the context for understanding and evaluating the more specific compensation information

contained in the narratives, tables and related disclosures that follow.

For the purposes of discussion and analysis, the following

NEOs are included in the narratives, tables and related disclosures that follow:

DISCUSSION AND ANALYSIS

discussion and analysis describes our executive compensation philosophy, process, plans and practices as they relate to our “Named

Executive Officers”

(“NEO”) listed below and gives the context for understanding and evaluating the more specific

compensation information contained in the narratives, tables and related disclosures that follow.

For the purposes of discussion

and analysis, the following NEOs are included in the narratives, tables and related disclosures that follow:

Equels, Chief Executive Officer (“CEO”) and President.

1 unchanged sentence

Rodino, Chief Operating Officer (“COO”), General Counsel and Company Secretary (“CS”).

Governance of Compensation Committee

The Compensation Committee

consists of the following two directors, each of whom is “independent”

under applicable NYSE American rules, a “Non-Employee

Director”

March 2021, subsequent to the fiscal year ended December 31, 2020, we entered into employment agreements with Peter Rodino

and Ellen Lintal.

The agreements run for three years and one year, respectively.

Compensation is divided into both short- and

long-term compensation.

Short term (cash) compensation will consist of a base salary of $425,000 and $350,000, respectively.

Rodino and Ms.

Lintal will be awarded a year-end target bonus based on performance and goals established by the

Compensation Committee.

Long term compensation will be provided by 100,000 non-qualified yearly stock options with one-year

vesting commencing on November 30, 2021.

In addition, Mr.

Rodino and Ms.

Lintal shall each be entitled to awards

(“Event Awards”) equal to 1% of the “Gross Proceeds”

from specific events such as licensing

agreements or “therapeutic indication”

(each, an “Event”).

Gross Proceeds means those cash amounts

paid to us by the other parties for licensing agreements, therapeutic acquisitions or any other one time cash generating

Therapeutic indications are for example target organ specific pathologically defined cancer indications, vaccine

enhancers, broad spectrum antiviral indications, or medical entities associated with persistent severe fatigue.

Lintal also will each be entitled to an award (an “Acquisition Award”) equal to 1% of the Gross Proceeds,

upon the sale of our Company or substantially all of its assets (an “Acquisition”).

An Event Award or Acquisition

Award shall be paid in cash within 90 days of our receipt of the Gross Proceeds.

of Compensation Committee

Compensation Committee consists of the following two directors, each of whom is “independent”

under applicable NYSE

American rules, a “Non-Employee Director”

as defined in Rule 16b-3 under the Exchange Act, and an “Outside Director”

as defined under the U.S.

Treasury regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue

Code”):

Treasury regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended

(the “Internal Revenue Code”):

William Mitchell, M.D.

(Chair) and Stewart L.

The Compensation Committee makes recommendations concerning

salaries and compensation for senior management and other highly paid professionals or consultants to AIM.

The full text of the

Compensation Committee’s Charter, as approved by the Board, is available on our website:

www.aimimmuno.com in the “Investor

Relations”

The Compensation Committee

makes recommendations concerning salaries and compensation for senior management and other highly paid professionals or consultants

The full text of the Compensation Committee’s Charter, as approved by the Board, is available on our website:

www.aimimmuno.com

in the “Investor Relations”

tab under “Corporate Governance”.

This Committee formally

met two times in 2019 and all committee members were in attendance for the meetings with the exception of one meeting.

Counsel, Chief Financial Officer and Director of Human Resources support the Compensation Committee in its work.

Results of Stockholder Advisory Vote on

Executive Compensation

At the September 12, 2018

Annual Meeting of Stockholders, the Stockholders approved the annual, non-binding advisory vote on Executive Compensation.

Objectives and Philosophy of Executive

The primary objectives

of the Compensation Committee of our Board of Directors with respect to Executive compensation are to attract and retain the most

talented and dedicated Executives possible, to tie annual and long-term cash and stock incentives to achievement of measurable

performance objectives, and to align Executives’

Committee formally met six times in 2020 and all committee members were in attendance for the meetings.

Our General Counsel, Chief

Financial Officer and Director of Human Resources support the Compensation Committee in its work.

of Stockholder Advisory Vote on Executive Compensation

the October 7, 2020 Annual Meeting of Stockholders, the Stockholders approved the annual, non-binding advisory vote on Executive

Compensation.

and Philosophy of Executive Compensation

primary objectives of the Compensation Committee of our Board of Directors with respect to Executive compensation are to attract

and retain the most talented and dedicated Executives possible, to tie annual and long-term cash and stock incentives to achievement

of measurable performance objectives, and to align Executives’

incentives with stockholder value creation.

To achieve these objectives,

the Compensation Committee expects to implement and maintain compensation plans that tie a substantial portion of Executives’

overall compensation to key strategic financial and operational goals such as the establishment and maintenance of key strategic

relationships, the development of our products, the identification and advancement of additional products and the performance

of our common stock price.

The Compensation Committee evaluates individual Executive performance with the goal of setting compensation

at levels the Committee believes are comparable with Executives in other companies of similar size and stage of development operating

in the biotechnology industry while taking into account our relative performance, our own strategic goals, governmental regulations

and the results of Stockholder Advisory Votes regarding executive compensation.

EXECUTIVE COMPENSATION

The following table provides information on

the compensation during the fiscal years ended December 31, 2019 and 2018 of Thomas Equels, our Chief Executive Officer, Ellen

Lintal, our Chief Financial Officer and Adam Pascale, our former Chief Financial Officer, and Peter Rodino, who, during 2018 was

our General Counsel and Secretary constituting the Company’s Named Executive Officers, based on the year ended 2019 for

each fiscal year.

Summary Compensation

To achieve these

objectives, the Compensation Committee expects to implement and maintain compensation plans that tie a substantial portion of

Executives’

overall compensation to key strategic financial and operational goals such as the establishment and maintenance

of key strategic relationships, the development of our products, the identification and advancement of additional products and

the performance of our common stock price.

The Compensation Committee evaluates individual Executive performance with the goal

of setting compensation at levels the Committee believes are comparable with Executives in other companies of similar size and

stage of development operating in the biotechnology industry while taking into account our relative performance, our own strategic

goals, governmental regulations and the results of Stockholder Advisory Votes regarding executive compensation.

following table provides information on the compensation during the fiscal years ended December 31, 2020 and 2019 of Thomas Equels,

our Chief Executive Officer, Ellen Lintal, our Chief Financial Officer, and Peter Rodino, who, during 2018 was our General Counsel

and Secretary, constituting the Company’s Named Executive Officers, based on the year ended 2020 for each fiscal year.

Compensation Table

Name & Principal Position

7 unchanged sentences

CEO & President (2)3

General Counsel & Secretary

All option awards were valued using the Black-Scholes

For Named Executive Officers, who are also Directors that receive

compensation for their services as a Director, the Salary/Fees and Option Awards columns include compensation that was received

by them for their role as a member of the Board of Directors.

As is required by Regulation S-K, Item 402(c), compensation

for services as a Director have been reported within the “Summary Compensation Table”

(above) for fiscal years

of 2019 and 2018 as well as reported separately in the “Compensation of Directors”

section (see below) for calendar

As stated in Thomas Equels’

employment contract, he is

entitled to 5% of Ampligen®

In 2019 and 2018, a bonus of 5% of Ampligen®

sales for 2019 and 2018 was accrued.

For 2018, salaries for Messrs.

Pascale and Rodino include 50% deferred salaries of $140,625, $46,875 and $65,625, respectively, starting from August 1, 2018.

During 2019, all prior deferred

salaries were paid to Messrs.

Equels, Pascale, Lintal and Rodino.

COO, General Counsel & Secretary (5)

option awards were valued using the Black-Scholes method.

Named Executive Officers, who are also Directors that receive compensation for their services as a Director, the Salary/Fees

and Option Awards columns include compensation that was received by them for their role as a member of the Board of Directors.

As is required by Regulation S-K, Item 402(c), compensation for services as a Director have been reported within the “Summary

Compensation Table”

(above) for fiscal years of 2020 and 2019 as well as reported separately in the “Compensation

of Directors”

section (see below) for calendar year 2020.

stated in Thomas Equels’

prior employment contract, he is entitled to 5% of Ampligen sales.

In the years 2019 and 2018,

a bonus of 5% of Ampligen sales totaled $37,425 and was accrued.

Equels’

was paid $44,100, representing the

2020 sales bonus of $6,675 and the previous years accrued sales bonuses of $37,425.

Pursuant to his current employment

agreement, Mr.

Equels is entitled to 3% of the “Gross Proceeds”

(as defined in the employment agreement) for

“significant events”

(as described in the employment agreement) There were no payments during 2020.

Equels’

All Other Compensations consists of:

& Disability Insurance

Expenses/Allowance

Rodino’s All Other Compensations consists of:

& Disability Insurance

Expenses/Allowance

Pascale’s All Other Compensations consists of:

& Disability Insurance

Expenses/Allowance

Life & Disability Insurance

Healthcare Insurance

Car Expenses/Allowance

401(k) Matching Funds

Lintal’s All Other Compensations consists of:

& Disability Insurance

Expenses/Allowance

Equity Awards at Fiscal Year End

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Options (#) Unexercisable

Incentive Plan Awards:

Life & Disability Insurance

Healthcare Insurance

Car Expenses/Allowance

401(k) Matching Funds

Rodino’s All Other Compensations consists of:

Life & Disability Insurance

Healthcare Insurance

Car Expenses/Allowance

401(k) Matching Funds

Outstanding Equity Awards at

Fiscal Year End

Option Awards

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Exercise Price ($)

Expiration Date

of Shares or Units of Stock that Have Not Vested (#)

Value of Shares or Units of Stock that Have Not Vested ($)

Incentive Plan Awards:

Options Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock that Have Not Vested (#)

Market Value of Shares or Units of Stock that Have Not Vested ($)

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)

Incentive Plan Awards:

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)

Financial Officer

Chief Financial

Counsel and Secretary

Payments on Disability

At December 31, 2019,

we had an employment agreement with Mr.

Equels which entitled him Base Salary and applicable benefits otherwise due and payable

through the last day of the month in which disability occurs and for an additional twelve-month period.

Each current NEO, including

Lintal and Mr.

Rodino, has the same short and long-term disability coverage which is available to all eligible

The coverage for short-term disability provides up to six months of full salary continuation up to 60% of weekly pay,

less other income, with a $1,500 weekly maximum limit.

The coverage for group long-term disability provides coverage at the exhaustion

of short-term disability benefits of full salary continuation up to 60% of monthly pay, less other income, with a $10,000 monthly

Thomas K Equels

President and Chief

Executive Officer

Chief Financial Officer

COO, General Counsel and Secretary

on Disability

of December 31, 2020, we had an employment agreement with Mr.

Equels which entitled him to his base salary, applicable benefits

otherwise due and payable through the last day of the month in which disability occurs and for an additional two year period.

All of his unvested options vest too.

On March 24, 2021, we entered into employment agreements with Mr.

Rodino and Ms.

which entitled them to their base salary, applicable benefits otherwise due and payable through the last day of the month in which

disability occurs and for an additional two year period.

All of each NEO’s unvested options vest too.

In addition, each

NEO has the same short and long-term disability coverage which is available to all eligible employees.

The coverage for short-term

disability provides up to six months of full salary continuation up to 60% of weekly pay, less other income, with a $1,500 weekly

maximum limit.

The maximum benefit period for the group long-term disability coverage is 60 months for those age 60 and younger

at the time of the claim with the coverage period proportionately reduced with the advanced age of the eligible employee to a

minimum coverage period of 12 months for those of 69 years old and older as of the date of the claim.

For the period June 2010

through 2019 pursuant to his respective employment agreement and payable by us, Mr.

Equels is entitled to receive total disability

coverage of $400,000.

Payments on Death

At December 31, 2019,

we had an employment agreement with Mr.

Equels which entitled him Base Salary and applicable benefits otherwise due and payable

through the last day of the month in which death occurs and for an additional twelve-month period.

Each NEO, including Mr.

Rodino, has coverage of group life insurance, along with accidental death and dismemberment benefits, consistent to the

The coverage for group long-term disability provides coverage at the exhaustion of short-term disability benefits

of full salary continuation up to 60% of monthly pay, less other income, with a $10,000 monthly maximum limit.

The maximum benefit

period for the group long-term disability coverage is 60 months for those age 60 and younger at the time of the claim with the

coverage period proportionately reduced with the advanced age of the eligible employee to a minimum coverage period of 12 months

for those of 69 years old and older as of the date of the claim.

For the period June 2010 through December 2020, Mr.

entitled to receive total disability coverage of $400,000 pursuant to his employment agreement and payable by us.

to their employment agreements, the NEOS are entitled to their base salary and applicable benefits otherwise due and payable through

the last day of the month in which death occurs and for an additional two year period.

In addition, all of their unvested options

Each NEO, has coverage of group life insurance, along with accidental death and dismemberment benefits, consistent to the

dollar value available to all eligible employees.

1 unchanged sentence

of $300,000, plus any supplemental life insurance elected and paid for by the NEO.

For the period June 2010 and through 2018 pursuant

to his respective employment agreements and payable by us, Mr.

Equels is entitled to receive total death benefit coverage of $3,000,000.

Estimated Payments Following Severance

For the period June 2010 and through December

Equels is entitled to receive total death benefit coverage of $3,000,000 pursuant to his employment agreement and payable

Payments Following Severance —

Named Executive Officers (NEO)

At December 31, 2019,

we had an employment agreement with Mr.

Equels which entitled him to severance benefits on certain types of employment terminations

not related to a change in control.

to his employment agreement, Mr.

Equels is entitled to severance benefits on certain types of employment terminations not related

to a change in control or termination not for cause.

Rodino and Ms.

Lintal are not covered by an employment severance agreement and therefore

would only receive severance as determined by the Compensation Committee in its discretion.

The dollar amounts below

assume that the termination occurred on January 1, 2020.

The actual dollar amounts to be paid can only be determined at the time

of the NEO’s separation from AIM based on their prevailing compensation and employment agreements along with any determination

by the Compensation Committee in its discretion.

Cash Severance ($)

Value of Stock Awards That Will Become Vested (1) ($)

Continuation of Medical Benefits ($)

Additional Life Insurance ($)

Lintal are not covered by an employment severance agreement

and therefore would only receive severance as determined by the Compensation Committee in its discretion.

dollar amounts below assume that the termination occurred on January 1, 2021.

The actual dollar amounts to be paid can only be

determined at the time of the NEO’s separation from us based on their prevailing compensation and employment agreements

along with any determination by the Compensation Committee in its discretion.

Value of Stock

Vested (1) ($)

Continuation of

Medical Benefits

Involuntary (no cause)

8 unchanged sentences

Involuntary (no cause)

General Counsel and Secretary

Termination (for cause)

Death or disability

Termination by employee or retirement

Involuntary (no cause)

COO, General Counsel and

Termination (for cause)

1 unchanged sentence

Termination by employee or retirement

Consists of stock options contractually required

per the employee’s respective Employment Agreement to be granted during each calendar year of the term under our 2009

Equity Incentive Plan.

The stock options have a ten-year term and an exercise price equal to the closing market price of our

common stock on the date of grant.

For the purpose of this schedule, an NYSE American closing price at March 16, 2018 of $0.30

was used with an estimated exercise price of $0.30 for Mr.

The value was obtained using the Black-Scholes-Merton pricing

model for stock-based compensation in accordance with FASB ASC 718.

Payments on Termination in Connection with

a Change in Control Named Executive Officers

At December 31, 2019,

we had an employment agreement with Mr.

Equels which entitled him to severance benefits on certain types of employment terminations

related to a change in control thereby the term of his respective agreement would automatically be extended for three additional

Rodino and Ms.

Lintal are not covered by employment severance agreement and therefore would only receive severance

from a change in control as determined by the Compensation Committee in its discretion.

Any specific benefits for these two NEO

would be determined by the Compensation Committee in its discretion.

The dollar amounts in

the chart below assume that change in control termination occurred on January 1, 2020, based on the employment agreements that

existed at that time.

The actual dollar amounts to be paid can only be determined at the time of the NEO’s separation from

AIM based on their prevailing compensation and employment agreements along with any determination by the Compensation Committee

in its discretion.

Estimated Benefits on Termination Following

a Change in Control - December 31, 2019

The following table shows

potential payments to the NEO if employment terminates following a change in control under contracts, agreements, plans or arrangements

at December 31, 2019.

The amounts assume a January 1, 2020 termination date regarding base pay and use of the opening price of

$0.18 on the NYSE American for our common stock at that date.

Aggregate Severance Pay ($)

PVSU Acceleration (2) ($)

Early Vesting of Restricted Stock (4)

Early Vesting of Stock Options and

Acceleration and Vesting of

Supplemental Award (5) ($)

Welfare Benefits

Continuation ($)

Outplacement Assistance ($)

Parachute Tax Gross-up

This amount represents the base salary and benefits

for remaining term of the NEO’s employment agreement plus a three-year extension in the term upon the occurrence of

a termination from a change in control.

The employment agreement with Mr.

Equels had a term through December 31, 2016;

this was automatically extended for an additional three-year period through December 31, 2022.

This amount represents the payout of all outstanding performance-vesting

share units (“PVSU”) awarded on a change in control at the target payout level with each award then pro-rated

based on the time elapsed for the applicable three-year performance period.

This amount is the intrinsic value [fair market value on January

1, 2018 ($0.18 per share) minus the per share exercise price of $0.30 of all unvested stock options for each NEO, including

Stock Appreciation Rights (“SAR”).

Any option with an exercise price of greater than fair market value was assumed

to be cancelled for no consideration and, therefore, had no intrinsic value.

This amount represents the options to be issued annually for

the remaining term of the NEO’s employment agreement plus a three-year extension in the occurrence of termination from

a change in control.

For the purpose of this schedule, an NYSE American closing price at March 16, 2018 of $0.30 was used

with an estimated exercise price of $0.30 for Mr.

The value was obtained using the Black-Scholes-Merton pricing model

for stock-based compensation in accordance with FASB ASC 718.

Any purchase rights represented by the Option not then vested

shall, upon a change in control, shall become vested.

Definition of “Change in Control”

for each agreement, a “Change in Control”

is defined generally as any such event that requires a report to

the SEC, but includes any of the following:

Any person or entity other than AIM, any of our

current Directors or Officers or a Trustee or fiduciary holding our securities, becomes the beneficial owner of more than

50% of the combined voting power of our outstanding securities;

An acquisition, sale, merger or other transaction that results

in a change in ownership of more than 50% of the combined voting power of our stock or the sale/transfer of more than 75%

of our assets;

A change in the majority of our Board of Directors over a two-year

period that is not approved by at least two-thirds of the Directors then in office who were Directors at the beginning of

Execution of an agreement with AIM, which if consummated, would

result in any of the above events.

Definition of “Constructive Termination”.

A “Constructive Termination”

generally includes any of the following actions taken by AIM without the Executive’s

written consent following a change in control:

Significantly reducing or diminishing the nature

or scope of the executive’s authority or duties;

Materially reducing the executive’s annual salary or incentive

compensation opportunities;

Changing the executive’s office location so that he must

commute more than 50 miles, as compared to his commute as of the date of the agreement;

Failing to provide substantially similar fringe benefits, or

substitute benefits that were substantially similar taken as a whole, to the benefits provided as of the date of the agreement;

Failing to obtain a satisfactory agreement from any successor

to AIM to assume and agree to perform the obligations under the agreement.

However, no constructive termination occurs

if the executive:

Fails to give us written notice of his intention

to claim constructive termination and the basis for that claim at least 10 days in advance of the effective date of the executive’s

We cure the circumstances giving rise to the constructive termination

before the effective date of the executive’s resignation.

Available Information

Our Internet website is

www.aimimmuno.com and you may find our SEC filings in the “Investor Relations”

under “SEC Filings”.

provide access to our filings with the SEC, free of charge through www.sec.gov, as soon as reasonably practicable after filing

with the SEC.

Our Internet website and the information contained on that website, or accessible from our website, is not intended

to be incorporated into this Annual Report on Form 10-K or any other filings we make with the SEC.

Post-Employment Compensation

We have an agreement with

the following NEO who has benefits upon termination as a condition of his respective employment agreement:

The following is a description

of post-employment compensation payable to the respective NEO.

If a NEO does not have a specific benefit, they will not be mentioned

in the subsection.

In such event, the NEO does not have any such benefits upon termination unless otherwise required by law.

Termination for Cause

All of our NEOs can be

terminated for cause.

Equels, “Cause”

means willful engaging in illegal conduct, gross misconduct or gross

violation of the Company’s Code of Ethics and Business Conduct for Officers which is demonstrably and materially injurious

to the Company.

For purposes of his respective agreement, no act, or failure to act, on employee’s part shall be deemed

“willful”

unless done intentionally by employee and not in good faith and without reasonable belief that employee’s

action or omission was in the best interest of the Company.

Notwithstanding the foregoing, employee shall not be deemed to have

been terminated for Cause unless and until the Company delivers to the employee a copy of a resolution duly adopted by the affirmative

vote of not less than three-quarters of the Directors of the Board at a meeting of the Board called and held for such purpose

(after reasonable notice to employee and an opportunity for Employee, together with counsel, to be heard before the Board) finding

that, in the good faith opinion of the Board, employee was guilty of conduct set forth above and specifying the particulars thereof

In the event that his employment is terminated for Cause, the Company shall pay him, at the time of such termination,

only the compensation and benefits otherwise due and payable to them through the last day of their actual employment by the Company.

Termination without Cause

Equels is entitled

to the compensation and benefits otherwise due and payable to him through the last day of the then current term of their respective

In the event that he is terminated at any time without “Cause”

the Company shall pay to him, at

the time of such termination, the compensation and benefits otherwise due and payable through the last day of the then current

term of their Agreement.

of stock options contractually required per the employee’s respective employment agreement or arrangement to be granted

during each calendar year of the term under our 2018 Equity Incentive Plan.

The stock options have a ten-year term and an

exercise price equal to the closing market price of our common stock on the date of grant.

The value was obtained using the

Black-Scholes-Merton pricing model for stock-based compensation in accordance with FASB ASC 718.

on Termination in Connection with a Change in Control of Named Executive Officers

to their employment agreements, each NEO is entitled to severance benefits on certain types of employment terminations related

to a change in control.

In such event, the term of their employment agreements would automatically be extended for three additional

years, except where such change in control occurs as a result of certain “significant events”

(as described in his

or her employment agreement).

dollar amounts in the chart below assume that change in control termination occurred on January 1, 2021, based on the employment

agreements that existed at that time.

The actual dollar amounts to be paid can only be determined at the time of the NEO’s

separation from us based on their prevailing compensation and employment agreements along with any determination by the Compensation

Committee in its discretion.

Benefits on Termination Following a Change in Control —

December 31, 2020

following table shows potential payments to the NEO if employment terminates following a change in control under contracts, agreements,

plans or arrangements at December 31, 2020.

The amounts assume a January 4, 2021 termination date regarding base pay and use of

the opening price of $1.79 on the NYSE American for our common stock at that date.

Severance Pay

Stock (4) (5) ($)

3,472,000 (1)

$ 1,298,843 (4)

amount represents the Base Salary and benefits for the remaining current term of the NEO’s employment agreement plus

a three-year extension in the term upon the occurrence of a termination from a change in control.

The employment agreement

Equels has a term through December 31, 2025.

This amount excludes the following payments as they cannot be calculated

unless and until certain events occur:

Equels is entitled to 3% of the “Gross Proceeds”

(as defined in the

employment agreement) for “significant events”

(as described in his employment agreement) and 3% of the Gross

Proceeds from any sale of our company or substantially all of our assets.

amount represents the payout of all outstanding performance-vesting share units (“PVSU”) awarded on a change in

control at the target payout level with each award then pro-rated based on the time elapsed for the applicable three-year

performance period.

amount is the intrinsic value [fair market value] on January 1, 2018 ($0.18 per share) minus the per share exercise price

of $0.30 of all unvested stock options for each NEO, including Stock Appreciation Rights (“SAR”).

Any option with

an exercise price of greater than fair market value was assumed to be cancelled for no consideration and, therefore, had no

intrinsic value.

amount represents the options to be issued annually for the remaining term of the NEO’s employment agreement plus a

three-year extension in the occurrence of termination from a change in control.

For the purpose of this schedule, a NYSE American

closing price at January 4, 2021of $1.79 was used with an estimated exercise price of $0.30 for Mr.

The value was

obtained using the Black-Scholes-Merton pricing model for stock-based compensation in accordance with FASB ASC 718.

purchase rights represented by the Option not then vested shall, upon a change in control, shall become vested.

Post-Employment

following is a description of post-employment compensation payable to the respective NEO.

If a NEO does not have a specific benefit,

they will not be mentioned in the subsection.

In such event, the NEO does not have any such benefits upon termination unless otherwise

required by law.

of our NEOs can be terminated for cause.

For each NEO “Cause”

means willful engaging by any NEO in illegal conduct,

gross misconduct or gross violation of our Code of Ethics and Business Conduct for Officers, which is demonstrably and materially

injurious to our company.

Equel’s agreement provides that he shall not be deemed to have been terminated for Cause unless

and until we initiate a process by delivery to him a copy of a resolution duly adopted by the affirmative vote of not less than

a majority of the directors of the Board specifying the grounds for termination.

After reasonable notice to Mr.

Equels and an

opportunity for him to be heard, the issues shall be adjudicated by a retired Florida judge or a Florida certified mediator mutually

acceptable to the Board of Directors and Mr.

Termination requires a finding that Mr.

Equels was guilty of intentional

and material misconduct according to the standards set forth above, and specifying the particulars thereof in detail supported

by legally admissible evidence and utilizing the legal standard of beyond reasonable doubt.

In the event that an NEO’s employment

is terminated for Cause, we shall pay such NEO, at the time of such termination, only the compensation and benefits otherwise

due and payable to him or her through the last day of his actual employment by us.

without Cause

the event that an NEO is terminated at any time without “Cause”, we shall pay to him or her, at the time of such termination,

the compensation and benefits otherwise due and payable through the last day of the then current term of his or her Agreement.

However, benefit distributions that are made due to a “separation from service”

while he is a Named Executive Officer shall not be made during the first six months following separation from service.

any distribution which would otherwise be paid to him during such period shall be accumulated and paid to him in a lump sum on

the first day of the seventh month following the “separation from service”.

All subsequent distributions shall be

paid in the manner specified.

Death or Disability

Equels can be terminated

for death or disability.

For each, “Disability”

means the inability to effectively carry out substantially all of

his duties under their agreement by reason of any medically determinable physical or mental impairment which can be expected to

result in death or which has lasted for a continuous period of not less than 12 months.

In the event the employment is terminated

due to his death or disability, the Company will pay (or their respective estate as the case may be), at the time of such termination,

the Base Salary and applicable benefits otherwise due and payable through the last day of the month in which such termination

occurs and for an additional 12 month period.

Termination by Officer and Employee

All NEO employment agreements

have the right to terminate their respective agreement upon thirty (30) days or less of prior written notice of termination.

such event, Mr.

Equels is specifically entitled to fees due to him through the last day of the month in which such termination

occurs and for 12 months thereafter.

All other NEOs are entitled to the fees due to them through the last day of the month in

which such termination occurs.

Change in Control

As an element of his employment

agreement, Mr.

Equels is entitled to benefits upon a Change in Control or Constructive Termination that include that any unvested

Options immediately vest and the term of his respective employment agreement automatically extend for an additional three years.

In the event of a Change in Control, the Company is responsible for the base salary or benefits for remaining term of the NEO’s

employment agreement plus an automatic three-year extension in the term of the agreement.

The existing employment agreement

Equels had a term through December 31, 2016;

however, this employment agreement automatically extended for an additional

three-years through December 31, 2022.

Compensation of Directors

Our Compensation, Audit

and Corporate Governance and Nomination Committees, consist of Dr.

Mitchell, Compensation and Corporate Governance

and Nomination Committee Chair, and Stewart L.

Appelrouth, Audit Committee Chair, both of whom are independent Board of Director

AIM reimburses Directors

for travel expenses incurred in connection with attending board, committee, stockholder and special meetings along with other

Company business-related expenses.

AIM does not provide retirement benefits or other perquisites to non-employee Directors under

any current program.

There was no cost of living

increase granted in 2018 or 2019.

occurring while he or she is a Named

Executive Officer shall not be made during the first six months following separation from service.

Rather, any distribution which

would otherwise be paid to him or her during such period shall be accumulated and paid to him or her in a lump sum on the first

day of the seventh month following the “separation from service”.

All subsequent distributions shall be paid in the

manner specified.

or Disability

NEO can be terminated for death or disability.

“Disability”

means the NEO’s inability effectively to carry out

substantially all of his or her duties by reason of any medically determinable physical or mental impairment which can be expected

to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

his or her employment is terminated due to his or her death or disability, we will pay him or her (or their estate as the case

may be), at the time of such termination, his or her base salary, applicable benefits, and immediate vesting of unvested stock

In the event of permanent disability, we will provide an additional two years of base salary.

Compensation, Audit and Corporate Governance and Nomination Committees, consist of Dr.

Mitchell, Compensation and Corporate

Governance and Nomination Committee Chair, and Stewart L.

Appelrouth, Audit Committee Chair, both of whom are independent Board

of Director members.

reimburse Directors for travel expenses incurred in connection with attending board, committee, stockholder and special meetings

along with other Company business-related expenses.

We do not provide retirement benefits or other perquisites to non-employee

Directors under any current program.

was no cost of living increase granted in 2019 or 2020.

Directors’

fees were being deferred beginning in August 2018.

When cash became available,

they were paid their deferred fees in 2019.

All Directors have been

granted options to purchase common stock under our Stock Option Plans and/or Warrants to purchase common stock.

We believe such

compensation and payments are necessary in order for us to attract and retain qualified outside directors.

Options shares for

stock compensation were issued under the 2009 and 2018 Equity Incentive Plans.

Director Compensation –

cash became available, they were paid their deferred fees in 2019.

Directors have been granted options to purchase common stock under our Stock Option Plans and/or Warrants to purchase common stock.

We believe such compensation and payments are necessary in order for us to attract and retain qualified outside directors.

shares for stock compensation were issued under the 2009 and 2018 Equity Incentive Plans.

Compensation –

Name and Title of Director

Fees Earned or Paid in Cash $

Stock Award $

Option Award $

Fees Earned or Paid in

Non-Equity Incentive Plan Compensation $

3 unchanged sentences

Chairman of the Board (1)

Independent Director of the Company.

Beginning August

16, 2018, the independent directors are deferring payment of 100% of their director’s fees until cash is available.

Appelrouth Director (1)

Director of the Company.

Beginning August 16, 2018, the independent directors are deferring payment of 100% of their director’s

fees until cash is available.

During 2019 cash became available and the directors were paid their deferred compensation.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

The following table sets

forth as of March 12, 2020, the number and percentage of outstanding shares of Common Stock beneficially owned by:

Each person, individually or as a group, known to us to be deemed the

beneficial owners of five percent or more of our issued and outstanding Common Stock;

Each of our Directors and the Named Executives Officers;

All of our officers and directors as a group.

Total number of shares of Common Stock at March 12, 2020 was 25,999,218.

Name and Address of Beneficial Owner

Shares Beneficially Owned

% Of Shares Beneficially Owned

Security Ownership of Certain Beneficial Owners

and Management and Related Stockholder Matters.

following table sets forth as of March 26, 2021, the number and percentage of outstanding shares of Common Stock beneficially

person, individually or as a group, known to us to be deemed the beneficial owners of five percent or more of our issued and

outstanding Common Stock;

of our Directors and the Named Executives Officers;

of our officers and directors as a group.

number of shares of Common Stock at March 26, 2021 was 47,821,935.

Name and Address of

Shares Beneficially

Beneficial Owner

Beneficially Owned

Equels, Executive Vice Chairman, Chief Executive Officer, President*

Rodino III, Chief Operating Officer, Executive Director of Governmental Relations, General Counsel, Secretary*

Rodino III, Chief Operating Officer, General Counsel, Secretary*

Mitchell, M.D., Chairman of the Board of Directors*

1 unchanged sentence

Ellen Lintal, Chief Financial Officer*

Adam Pascale, former Chief Financial Officer*

All directors and executive officers as a group (5 persons)

** Less than 1%

Equels is Executive Vice Chairman of our Board of Directors, Chief Executive

Officer and President.

He owns 63,038 shares of Common Stock, 97,500 shares of Common Stock awarded but not yet issued pursuant

to the August 2019 Salary Adjustment and Grant of Restricted Stock Award Plan (included in the Shares Beneficially Owned number

above) and beneficially owns 57,456 shares issuable or issued upon exercise of:

Exercise Price - Post Split ($)

Number of Shares - Post Split

Expiration Date

Total Options

Rodino is our Chief Operating Officer, General Counsel

and Secretary.

He owns 12,581 shares of Common Stock 45,710 shares of Common Stock awarded but not yet issued pursuant to the

August 2019 Salary Adjustment and Grant of Restricted Stock Award Plan (included in the Shares Beneficially Owned number above)

and beneficially owns 26,150 shares issuable or issued upon exercise of:

Exercise Price

Number of Shares

Post-Split Shares

Post-Split Price

Total Options

Mitchell is our Chairman of the Board.

He owns 71,832 shares of Common Stock of which 190 shares are held by Shirley Mitchell

(Spouse), 94 shares are held by the Aesclepius Irrevocable Trust (Shirley Mitchell Trustee), and 96 shares are held by the Aesclepius

Irrevocable Trust II (William Mitchell Trustee).

He also beneficially owns 30,062 shares issuable upon exercise

Exercise Price

Number of Shares

Post-Split Shares

Post-Split Price

Total Options

Appelrouth is a Director.

He owns 81,900 shares, and beneficially owns 29,208 shares issuable upon exercise of:

Exercise Price

Number of Shares

Post-Split Shares

Post-Split Price

Total Options

Lintal is our Chief Financial Officer.

She owns 967 shares of Common Stock, 22,528 shares of Common Stock awarded but not

yet issued pursuant to the August 2019 Salary Adjustment and Grant of Restricted Stock Award Plan (included in the Shares Beneficially

Owned number above) and beneficially owns 23 shares issuable upon exercise of:

Exercise Issued

Number Of Shares

Post-Split Shares

Post-Split Price

Total Options

Pascale is our former Chief Financial Officer.

He owns 3,344 shares of Common Stock and beneficially owns 14,300 shares issuable

upon exercise of:

Exercise Issued

Number Of Shares

Post-Split Shares

Post-Split Price

Total Options

Equels, shares beneficially owned include 55,678 shares issuable upon exercise of options and excludes 601,222 shares

issuable upon exercise of options not vested or not exercisable within the next 60 days.

Rodino, shares beneficially owned include 19,339 shares issuable upon exercise of options and excludes 75,569 shares issuable

upon exercise of options not vested or not exercisable within the next 60 days.

Mitchell, shares beneficially owned include 29,328 shares issuable upon exercise of options and excludes 50,742 shares

issuable upon exercise of options not vested or not exercisable within the next 60 days.

Also includes 190 shares of common stock

owned by his spouse and 194 shares owned by family trusts.

Appelrouth, shares beneficially owned include 28,473 shares issuable upon exercise of options and excludes 50,742 shares

issuable upon exercise of options not vested or not exercisable within the next 60 days.

Lintal, shares beneficially owned include 23 shares issuable upon exercise of options and excludes 75,000 shares issuable

upon exercise of options not vested or not exercisable within the next 60 days.

following table gives information about our Common Stock that may be issued upon the exercise of options, warrants and rights

6 unchanged sentences

Equity compensation plans not approved by security holders:

Certain Relationships and Related Transactions, and Director Independence.

Certain Relationships and Related Transactions,

and Director Independence.

Approval or Ratification of Transactions with Related Persons

11 unchanged sentences

Principal Accountant Fees and Services.

audit and professional services are approved in advance by the Audit Committee to assure such services do not impair the auditor’s

independence from us.

The total fees by MBAF for 2019 and 2018 were $391,000 and $301,250 respectively.

The following table

shows the aggregate fees for professional services rendered during the year ended December 31, 2019 and 2018.

Audit-Related

All audit and professional services are approved

in advance by the Audit Committee to assure such services do not impair the auditor’s independence from us.

The total fees

by BDO USA, LLP (“BDO”) and Morrison, Brown, Argiz & Farra LLC (“MBAF”) for 2020 were $52,500 and

$301,000, respectively.

Total fees by MBAF for 2019 were $391,000.

The following table shows the aggregate fees for professional

services rendered during the year ended December 31, 2020 and 2019.

Description of Fees:

Audit-Related Fees

All Other Fees

fees include the audit of our annual financial statements and the review of our financial statements included in our quarterly

4 unchanged sentences

stock shelf offering procedures).

Audit Committee has determined that MBAF’s rendering of these audit-related services and all other fees were compatible

with maintaining auditor’s independence.

The Board of Directors considered MBAF to be well qualified to serve as our independent

Audit Committee has determined that BDO’s rendering of these audit-related services and all other fees were compatible with

maintaining auditor’s independence.

The Board of Directors considered BDO to be well qualified to serve as our independent

public accountants.

10 unchanged sentences

to pre-approve an activity to the full Audit Committee at its first meeting following such decision.

Exhibits and Financial Statement Schedules.

and Financial Statement Schedules.

Statements and Schedules - See index to financial statements on page F-1 of this Annual Report.

2 unchanged sentences

included in the financial statements or notes thereto.

Exhibits - See exhibit index below.

Amended and Restated Certificate of Incorporation of the Company, as amended, along with Certificates of Designations.

- See exhibit index below.

and Restated Certificate of Incorporation of the Company, as amended, along with Certificates of Designations.

Amendment to Certificate of Incorporation.

28 unchanged sentences

Description of Common Stock.*

Form of Confidentiality, Invention and Non-Compete

Form of Clinical Research Agreement.

Form of Confidentiality,

Invention and Non-Compete Agreement.

Form of Clinical

Research Agreement.

Employee Wage or Hours Reduction Program.

3 unchanged sentences

Vendor Agreement with Armada Healthcare, LLC dated August 15, 2011.

Amended and restated employment agreement with Thomas K.

Equels dated December 6, 2011.

Amendment to Supply Agreement with Hollister-Stier Laboratories LLC executed September 9, 2011.

71 unchanged sentences

March 20, 2020 Amendment to 2017 Material Transfer and Research Agreement with Roswell Park Cancer Institute.

April 5, 2018 Letter from RSM US LLP.

1, 2020 Material Transfer and Research Agreement with Shenzhen Smoore Technology Limited.

April 21, 2020 Mutual Confidentiality Agreement with UMN Pharma Inc., National Institute of Infectious Diseases, and Shionogi & Co., Ltd.(65)

June 1, 2020, Material Transfer and Research Agreement with the University of Rochester.

(Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10))(66)

June 23, 2020, Specialized Services Agreement with Utah State University.

(Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10))(66)

July 1, 2020, Material Transfer and Research Agreement with the Japanese National Institute of Infectious Diseases and Shionogi & Co., Ltd.

(Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10))(66)

July 6, 2020, Clinical Trial Agreement with Roswell Park Comprehensive Cancer Center.

(Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10))(66)

6, 2020, Project Work Order with Amarex Clinical Research LLC.

(Portions of this Agreement have been redacted in compliance

with Regulation S-K Item 601(b)(10))(66)

10, 2020 employment agreement with Thomas K.

December 22, 2020 Master Service Agreement with Pharmaceutics International Inc.

as a Fill & Finish provider for Ampligen.*

January 11, 2021 Sponsor Agreement with Centre for Human Drug Research.

(Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)) *

November 29, 2020, Material Transfer and Research Agreement with Leyden Laboratories, B.V.

(Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10))*

December 30, 2020 Amendment to Project Work Order with Amarex Clinical Research LLC.

(Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10))*

December 23, 2020 Amendment to Master Service Agreement with Pharmaceutics International Inc.

as a Fill & Finish provider for Ampligen.*

March 24, 2021 employment agreement with Peter Rodino.*

March 24, 2021 employment agreement with Ellen Lintal.*

16, 2021 Letter from MBAF (65)

List of Subsidiaries.

Consent of BDO USA, LLP.*

Consent of Morrison, Brown, Argiz & Farra, LLC.*

3 unchanged sentences

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Financial Officer.

The following materials from AIM’

Annual Report on Form 10-K for the year ended December 31, 2019, formatted in eXtensible Business Reporting Language (“XBRL”):

following materials from AIM’

Annual Report on Form 10-K for the year ended December 31, 2019, formatted in eXtensible

Business Reporting Language (“XBRL”):

(i) the Condensed Consolidated Statements of Income;

(ii) the Condensed Consolidated Balance Sheets;

(ii) the Condensed

Consolidated Balance Sheets;

(iii) the Condensed Consolidated Statements of Cash Flows;

and (iv) Notes to Condensed Consolidated Financial Statements.

Filed herewith.

and (iv) Notes to Condensed Consolidated

Financial Statements.

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed March 15,

2019 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Registration Statement on Form S-1 (No.

33-93314) filed November

with the Securities and Exchange Commission as an exhibit to the Company’s Registration Statement on Form S-1 (No.

filed November 2, 1995 and is hereby incorporated by reference.

with the Securities and Exchange Commission as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A

filed on September 16, 2011 and is hereby incorporated by reference.

with the Securities and Exchange Commission as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A

filed on June 27, 2016 and is hereby incorporated by reference.

with the Securities and Exchange Commission on November 14, 2017 as an exhibit to the Company’s Registration Statement

on Form 8-A12B (No.

0-27072) and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on September

with the Securities and Exchange Commission as an exhibit to the Company’s Form S-3 Registration Statement (No.

on June 25, 2015 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s annual report on Form 10-K (No.

for the year ended December 31, 2008 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s quarterly report on Form 10-Q (No.

for the period ended June 30, 2010 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s annual report on Form 10-K (No.

for the year ended December 31, 2005 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s Annual Report on Form 10-K (No.

for the year ended December 31, 2009 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K (No.

dated May 28, 2010 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s quarterly report on Form 10-Q (No.

for the period ended March 31, 2011 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s quarterly report on Form 10-Q (No.

for the period ended September 30, 2011 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K (No.

filed September 23, 2011 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K (No.

filed December 12, 2011 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s Annual Report on Form 10-K (No.

for the year ended December 31, 2011 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K (No.

filed August 15, 2012 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K (No.

filed July 23, 2012 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s annual report on Form 10-K (No.

for the year ended December 31, 2013 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s annual report on Form 10-K (No.

for the year ended December 31, 2014 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s annual report on Form 10-K (No.

for the year ended December 31, 2017 and is hereby incorporated by reference left blank.

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K (No.

filed June 23, 2015 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K (No.

filed August 4, 2015 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s quarterly report on Form 10-Q (No.

for the period ended June 30, 2015 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s quarterly report on Form 10-Q (No.

for the period ended September 30, 2015 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K (No.

filed November 23, 2015 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K (No.

filed December 15, 2015 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K (No.

filed January 14, 2016 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K (No.

filed February 4, 2016 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K (No.

filed March 1, 2016 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s amended quarterly report on Form 10-Q/A (No.

000-27072) for the period ended September 30, 2011 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s quarterly report on Form 10-Q for the period

ended March 31, 2016 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed June 10,

2016 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on June 27,

with the Securities and Exchange Commission as an exhibit to the Company’s quarterly report on Form 10-Q for the period

ended June 30, 2016 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s quarterly report on Form 10-Q/A for the period

ended March 31, 2016 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed September

1, 2016 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission on November 14, 2017 as an exhibit to the Company’s Registration Statement on Form 8-A12B (No.

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K/A filed May 8,

2017 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Form S-3 Registration Statement (No.

333-205228) on June 25,

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed February

3, 2017 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s annual report on Form 10-K (No.

000-27072) for the year ended

December 31, 2008 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s quarterly report on Form 10-Q (No.

000-27072) for the period

ended June 30, 2010 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s annual report on Form 10-K (No.

000-27072) for the year ended

December 31, 2005 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Annual Report on Form 10-K (No.

000-27072) for the year ended

December 31, 2009 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K (No.

000-27072) dated May 28, 2010

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed August 29,

2017 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s quarterly report on Form 10-Q (No.

000-27072) for the period

ended March 31, 2011 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s quarterly report on Form 10-Q (No.

000-27072) for the period

ended September 30, 2011 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K (No.

000-27072) filed September 23,

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed August 23,

2017 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K (No.

000-27072) filed December 12,

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed June 1,

2017 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Annual Report on Form 10-K (No.

000-27072) for the year ended

December 31, 2011 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K (No.

000-27072) filed August 15, 2012

with the Securities and Exchange Commission as an exhibit to the Company’s quarterly report on Form 10-Q (No.

for the period ended March 31, 2017 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed March 22,

2018 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K (No.

000-27072) filed July 23, 2012

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed April 20,

2018 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s annual report on Form 10-K (No.

for the year ended December 31, 2013 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s annual report on Form 10-K (No.

000-27072) for the year ended

December 31, 2014 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s annual report on Form 10-K (No.

000-27072) for the year ended

December 31, 2017 and is hereby incorporated by reference left blank.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K (No.

000-27072) filed June 23, 2015

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed May 6, 2018

and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K (No.

000-27072) filed August 4, 2015

with the Securities and Exchange Commission as an exhibit to the Company’s quarterly report on Form 10-Q (No.

for the period ended September 30, 2018 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s Registration Statement on Form S-1 (No.

filed July 2, 2018 and is hereby incorporated by reference.

with the Securities and Exchange Commission as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A

filed on August 3, 2018 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed October

4, 2018 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s quarterly report on Form 10-Q (No.

000-27072) for the period

ended June 30, 2015 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s quarterly report on Form 10-Q (No.

1-13441) for the period ended

September 30, 2015 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K (No.

000-27072) filed November 23,

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed March 8,

2019 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K (No.

000-27072) filed December 15,

with the Securities and Exchange Commission as an exhibit to the Company’s Registration Statement on Form S-1/A (No.

333-229051) filed February 6, 2019 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed June 5,

2019 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K (No.

000-27072) filed January 14,

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed August 23,

2019 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K (No.

000-27072) filed February 4,

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed May 2, 2019

and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K (No.

000-27072) filed March 1, 2016

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed July 22,

2019 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s amended quarterly report on Form 10-Q/A (No.

000-27072) for the

period ended September 30, 2011 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s quarterly report on Form 10-Q for the period ended March 31,

with the Securities and Exchange Commission as an exhibit to the Company’s quarterly report on Form 10-Q (No.

for the period ended June 30, 2019 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed August 26,

2019 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed June 10, 2016 and is hereby

incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s quarterly report on Form 10-Q for the period ended June 30, 2016

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed September

27, 2019 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s quarterly report on Form 10-Q/A for the period ended March 31,

with the Securities and Exchange Commission as an exhibit to the Company’s Registration Statement on Form S-1/A (No.

333-233657) filed September 24, 2019 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed December

11, 2018 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed September 1, 2016 and is hereby

incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K/A filed May 8, 2017 and is hereby

incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed February 3, 2017 and is hereby

incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed August 29,

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed February

27, 2019 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed August 23, 2017 and is hereby

incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed June 1, 2017 and is hereby incorporated

by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s quarterly report on Form 10-Q (No.

000-27072) for the period

ended March 31, 2017 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed March 22, 2018 and is hereby

incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed April 20, 2018 and is hereby

incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed May 6, 2018 and is hereby incorporated

by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s quarterly report on Form 10-Q (No.

000-27072) for the period

ended September 30, 2018 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Registration Statement on Form S-1 (No.

333-226057) filed July

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed December

11, 2019 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on August 3,

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed March 26,

2020 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed October 4, 2018 and is hereby

incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed March 8, 2019 and is hereby

incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Registration Statement on Form S-1/A (No.

333-229051) filed February

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed April 6,

2020 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed June 5, 2019 and is hereby incorporated

by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed August 23, 2019 and is hereby

incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed May 2, 2019 and is hereby incorporated

by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed July 22, 2019 and is hereby

incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s quarterly report on Form 10-Q (No.

000-27072) for the period

ended June 30, 2019 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed August 26, 2019 and is hereby

incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed September 27, 2019 and is hereby

incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s Registration Statement on Form S-1/A (No.

333-233657) filed September 24, 2019 and is hereby incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed December 11, 2018 and is hereby

incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed February 27, 2019 and is hereby

incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed December 11, 2019 and is hereby

incorporated by reference.

Filed with the Securities

and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed March 26, 2020 and is hereby

incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed April 27,

2020 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s quarterly report on Form 10-Q (No.

for the period ended June 30, 2020 and is hereby incorporated by reference.

with the Securities and Exchange Commission as an exhibit to the Company’s quarterly report on Form 10-Q (No.

for the period ended September 30, 2020 and is hereby incorporated by reference.

Financial Statement Schedules

1 unchanged sentence

in the financial statements and related notes thereto.

Form 10-K Summary

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report

14 unchanged sentences

to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

of Independent Registered Public Accounting Firms

Consolidated Balance Sheets at December 31, 2020 and 2019

Statements of Operations for each of the years in the two-year period ended December 31, 2019

Consolidated Statements of Comprehensive Loss for each of the years in the two-year period ended December 31, 2020

Consolidated Statements of Changes in Stockholders’

3 unchanged sentences

of Independent Registered Public Accounting Firm

and Board of Directors

ImmunoTech Inc.

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheet of AIM ImmunoTech Inc.

(the “Company”) as of December 31,

2020, the related consolidated statement of operations and comprehensive loss, stockholders’

equity, and cash flows for

the year ended December 31, 2020 and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the

Company at December 31, 2020, and the results of its operations and its cash flows for the year ended December 31, 2020 ,

in conformity with accounting principles generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an

opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered

with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with

respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether

due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over

financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting

but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis,

evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the

accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the

consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements

that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that

are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements,

taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical

audit matter or on the accounts or disclosures to which it relates.

of the fair value of redeemable warrants

discussed in Note 18 to the consolidated financial statements, the Company has certain redeemable warrants issued in conjunction

with offerings that contain a cash settlement feature upon the occurrence of a Fundamental Transaction.

The Company calculates

the fair value of the redeemable warrants at the end of each quarterly reporting period using a Monte Carlo Simulation, which

includes subjective assumptions.

Subsequent changes in the fair value of the redeemable warrants are recorded in the consolidated

statement of operations and comprehensive loss.

As of December 31, 2020, the fair value of the redeemable warrants was approximately

$180 thousand.

identified the calculation of the fair value of the redeemable warrants as a critical audit matter.

Specifically, there was a

high degree of management subjectivity and judgment in selecting the assumptions used in the Monte Carlo Simulation, including

the expected probability of a Fundamental Transaction and the expected stock price volatility.

Auditing these elements involved

especially subjective auditor judgment due to the nature and extent of audit effort required to address these matters, including

the use of personnel with specialized skill and knowledge to evaluate the Company’s Monte Carlo Simulation.

primary procedures we performed to address this critical audit matter included:

management’s process for developing the fair value estimate and evaluating the significant assumptions used to calculate

the fair value of the redeemable warrants, including the probability of a Fundamental Transaction and testing the accuracy

and completeness of data used by management to estimate the fair value of the redeemable warrants, including considering evidence

obtained in other areas of the audit to determine if contradictory evidence existed.

personnel with specialized skills and knowledge in valuation to assist in evaluating (i) the appropriateness of the Monte

Carlo Simulation model, and (ii) the expected stock price volatility range that was independently developed in consideration

of daily historical stock price volatility information.

have served as the Company’s auditor since 2021.

Report of Independent Registered Public Accounting

of Directors and Stockholders of AIM ImmunoTech Inc.

on the Financial Statement

have audited the accompanying balance sheets of AIM ImmunoTech Inc.

(the “Company”) as of December 31, 2019 and 2018,

and the related statements of operations, stockholders’

equity and cashflows for each of the two years in the period ended

December 31, 2019, and the related notes (collectively referred to as the “financial statements”).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019

and 2018, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2019,

in conformity with accounting principles generally accepted in the United States of America.

have audited the accompanying balance sheet of AIM ImmunoTech Inc.

(the “Company”) as of December 31, 2019, and the

related statement of operations, stockholders’

equity and cashflows for the year in the period ended December 31, 2019,

and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2019, and the results of its

operations and its cash flows for the year in the period ended December 31, 2019, in conformity with accounting principles generally

accepted in the United States of America.

financial statements are the responsibility of the entity’s management.

Our responsibility is to express an opinion on these

financial statements based on our audits.

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight

1 unchanged sentence

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

1 unchanged sentence

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not

for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

1 unchanged sentence

regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

10 unchanged sentences

Marketable securities

Funds receivable from sale of New Jersey net operating loss

Funds receivable from New Jersey net operating loss

Accounts receivable, net

4 unchanged sentences

Patent and trademark rights, net

Marketable securities, long term

LIABILITIES AND STOCKHOLDERS’

2 unchanged sentences

Accrued expenses

Convertible note payable

Current portion of operating lease liability

8 unchanged sentences

Stockholders’

Series B Convertible Preferred Stock, stated value $1,000 per share, 8,000 shares designated,

778 shares issued and outstanding

Series B Convertible Preferred Stock, stated value $1,000 per share, 732 shares designated, 778 shares issued and outstanding

Common Stock, par value $0.001 per share, authorized 350,000,000 shares;

issued and outstanding

10,386,754 and 1,107,607, respectively

issued and outstanding 42,154,371 and 10,386,754, respectively

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit

4 unchanged sentences

AND SUBSIDIARIES

Statements of Operations

Statements of Comprehensive Loss

thousands, except share and per share data)

7 unchanged sentences

General and administrative

Impairment of other assets

Total Costs and Expenses

7 unchanged sentences

Gain from sale of income tax operating losses

Gain on sale of building

Other comprehensive (loss)

Unrealized loss on marketable securities

Net comprehensive loss

Basic and diluted loss per share

5 unchanged sentences

thousands except share data)

Stock .001 Par Value

Paid-in Capital

Comprehensive

Stockholders’

Balance December 31, 2017

Shares issued for:

at the market

issuance, net of costs

note origination shares

Other issuance

Equity based compensation

Redeemable warrants

Warrants issued for

building sales leaseback

Balance December 31, 2018

Shares issued for:

at the market

issuance, net of costs

December 31, 2018

Stock issuance, net of costs

note origination shares

Deemed dividends

Equity-based compensation

Redeemable warrants

Shares issues to

pay accounts payable

Series B preferred

shares issued, net of offering costs

Series B preferred

shares converted to Common shares

Balance December

based compensation

issued to pay accounts payable

B preferred shares issued, net of offering costs

B preferred shares converted to Common shares

comprehensive loss

December 31, 2019

Stock issuance, net of costs

issued to pay accounts payable

B preferred shares converted to Common shares

comprehensive loss

December 31, 2020

accompanying notes to consolidated financial statements

7 unchanged sentences

Redeemable warrants valuation adjustment

of patents and trademarks

Fair value of convertible note adjustment

for bad debt recovery

Warrant modification

Extinguishment of convertible note

1 unchanged sentence

Changes in ROU assets

Inventory write-off

Impairment of other assets

Gain from sale of income tax operating losses

Equity-based compensation

Gain on sale of building

Amortization of finance and debt issuance costs

Change in assets and liabilities:

Accounts and other receivables

Prepaid expenses and other current assets

Accounts receivables

Funds receivable from New Jersey net operating loss

Prepaid expenses and other current assets and other non current assets

Lease liability

Accounts payable

interest expense

Accrued interest expense

Accrued expenses

4 unchanged sentences

Purchase of property and equipment

Proceeds from sale of building

Purchase of patent and trademark rights

Net cash (used in) provided by investing activities

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from lease financing obligation

Finance and debt issuance costs

Financing obligation payments

Proceeds from note payable, net of issuance costs

Payoff of mortgage note payable

Security deposits paid

Payoff of note payable

Proceeds from sale of stock, net of issuance costs

Net cash provided by financing activities

Net increase (decrease)in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

11 unchanged sentences

ImmunoTech Inc.

and its subsidiaries (collectively, “AIM”, “Company”, “we”

or “us”)

are an immuno-pharma company headquartered in Ocala, Florida and focused on the research and development of therapeutics to treat

multiple types of cancers, various viruses and immune-deficiency disorders.

We have established a strong foundation of laboratory,

pre-clinical and clinical data with respect to the development of nucleic acids and natural interferon to enhance the natural

antiviral defense system of the human body and to aid the development of therapeutic products for the treatment of certain cancers

and chronic diseases.

and its subsidiaries (collectively, “AIM”

or the “Company”) are an immuno-pharma company

headquartered in Ocala, Florida and focused on the research and development of therapeutics to treat multiple types of cancers,

various viruses and immune-deficiency disorders.

The Company has established a strong foundation of laboratory, pre-clinical and

clinical data with respect to the development of nucleic acids and natural interferon to enhance the natural antiviral defense

system of the human body and to aid the development of therapeutic products for the treatment of certain cancers and chronic diseases.

flagship products include Ampligen®

5 unchanged sentences

Ampligen has not been approved by the FDA or marketed in the US.

the outbreak of SARS-CoV-2, we have been actively engaged in determining whether Ampligen could be an effective treatment for

We believe that prior studies of Ampligen in SARS-CoV-1 animal experimentation may predict similar protective effects

against the new virus.

Recently, we announced that the National Institute of Infectious Diseases (NIID) in Japan will begin testing

Ampligen as a potential treatment for COVID-19, the new coronavirus infectious disease caused by SARS-CoV-2.

The experimental

program will be conducted at both the NIID and the University of Tokyo.

In addition, we have joined with ChinaGoAbroad (CGA) to

facilitate the entry of Ampligen into the People’s Republic of China (PRC) for use as a prophylactic/early-onset therapeutic

against COVID-19.

CGA is a member-based online information platform and offline advisory firm serving to facilitate two-way international

transactions relating to the PRC in collaboration with the China Overseas Development Association (CODA), which had up until recently

reported to the PRC National Development and Reform Commission (NDRC), which in turn reports to the State Council (China’s

active component of Ampligen®

is a double stranded RNA being developed for globally important cancers, viral diseases and

disorders of the immune system.

Ampligen®

has in the clinic demonstrated the potential for standalone efficacy in a number

of solid tumors.

We have also seen synergistic success in increasing survival rates and efficacy in the treatment of animal tumors

when Ampligen®

is used in combination with checkpoint blockade therapies.

This success in the field of immuno-oncology has

guided our focus toward the potential use of Ampligen®

as a combinational therapy for the treatment of a variety of solid

There are currently multiple Ampligen®

clinical trials —

the outbreak of SARS-CoV-2, the novel virus that causes COVID-19, the Company has been actively engaged in determining whether

Ampligen could be an effective treatment for this virus or could be part of a vaccine.

The Company believes that Ampligen has

the potential to be both an early-onset treatment for and prophylaxis against SARS-CoV-2.

Ampligen also has potential as a COVID-19

vaccine strategy that combines Ampligen as an immune enhancer seeking to boost the efficacy of the vaccine and also convey cross-reactivity

and cross-protection against future mutations.

The Company believes that prior studies of Ampligen in SARS-CoV-1 animal experimentation

may predict similar protective effects against the new virus.

in April 2020, the Company entered into confidentiality and non-disclosure agreements with numerous companies for the potential

outsourcing of the production of polymer, enzyme, placebo as well as Ampligen and one Contract Research Organization which may

also assist with the planning, presentation and filing of documents with the FDA.

These confidentiality and non-disclosure agreements

are only the initial step in forging relationships with these entities to obtain contract manufacturers and research partners.

No assurance can be given as to how many of these, initial explorations, if any, will result in definitive arrangements or, with

regard to potential research partners, what research arrangements will develop and thereafter prove fruitful.

represents an RNA being developed for globally important cancers, viral diseases and disorders of the immune system.

has in the clinic demonstrated the potential for standalone efficacy in a number of solid tumors.

The Company has also seen success

in increasing survival rates and efficacy in the treatment of animal tumors when Ampligen is used in combination with checkpoint

blockade therapies.

This success in the field of immuno-oncology has guided our focus toward the potential use of Ampligen as

a combinational therapy for the treatment of a variety of solid tumor types.

There are currently multiple Ampligen clinical trials

testing Ampligen in humans —

both underway and planned —

at major cancer

research centers around the country.

Ampligen®

was used as a monotherapy to treat pancreatic cancer patients in an Early Access

Program (EAP) approved by the Inspectorate of Healthcare in the Netherlands at Erasmus Medical Center.

We currently are awaiting

a report on the Netherland’s trials.

Ampligen®

at major cancer research centers.

Ampligen was used as a

monotherapy to treat pancreatic cancer patients in an Early Access Program (EAP) approved by the Inspectorate of Healthcare in

the Netherlands at Erasmus Medical Center.

In September, AIM reported receipt of statistically significantly results of positive

survival benefit when using Ampligen in patients with locally advanced/metastatic pancreatic cancer after systemic chemotherapy.

AIM will work with its Contract Research Organization, Amarex Clinical Research LLC, to seek FDA “fast-track”

possibly even FDA “breakthrough”

designations and to obtain authorization to conduct a follow-up pancreatic cancer

Phase 2/3 clinical trial with sites in the Netherlands at Erasmus MC under Prof.

van Eijck, and also at major cancer research

centers in the United States.

is also being evaluated for the treatment of myalgic encephalomyelitis/chronic fatigue syndrome (ME/CFS).

AIM is currently sponsoring

an expanded access program (EAP) for ME/CFS patients in the U.S.

In August 2016, we received approval of our NDA from Administracion

Nacional de Medicamentos, Alimentos y Tecnologia Medica (ANMAT) for commercial sale of Ampligen®

(trade name rintatolimod)

in the Argentine Republic for the treatment of severe CFS.

With regulatory approval in Argentina, Ampligen®

is the world’s

only approved therapeutic for ME/CFS.

We continue to pursue our Ampligen New Drug Application, or NDA, for the treatment of CFS

with the U.S.

Food and Drug Administration, or FDA.

N Injection®

is approved for a category of sexually transmitted diseases infection.

Alferon is the only natural-source, multi-species

alpha interferon currently approved for sale in the U.S.

for the intralesional treatment of refractory (resistant to other treatment)

or recurring external condylomata acuminata/genital warts (GW) in patients 18 years of age or older.

Certain types of human papilloma

viruses cause GW.

AIM also has approval from ANMAT for the treatment of refractory patients that failed or were intolerant to

treatment with recombinant interferon in Argentina.

We are in the process of developing and, with proper funding, will be seeking

FDA Pre-Approval Inspection of a high-volume, high-efficiency, upgraded manufacturing process to allow for the commercial viability

of Alferon®.

operate a 30,000 sq.

facility in New Brunswick, NJ with the objective of producing Ampligen®

and Alferon®.

committed to a focused business plan oriented toward finding senior co-development partners with the capital and expertise needed

to commercialize the many potential therapeutic aspects of Ampligen®

and our FDA-approved drug Alferon®

N and continue

to seek contract manufactures to facilitate high volume production.

Company has incurred numerous years of substantial operating losses as it pursues its clinical and pre-clinical development

activities and appropriate regulatory approval processes before any such products can be sold and marketed.

As of December 31,

2019, its accumulated deficit was approximately $328,109,000.

The Company has not yet generated significant revenues from our

products and may incur substantial losses in the future.

The Company evaluated these conditions and events that may raise substantial

doubt about the Company’s ability to continue as a going concern;

however, the Company believes that it has alleviated the

substantial doubt by implementing certain actions.

The Company reexamined its fundamental priorities in terms of direction, corporate

culture and its ability to fund operations.

As a result, there were significant changes at the Company including the Company restructuring

its executive management team, initiating the pursuit of international sales of clinical grade materials, and implementing a cost

saving program which assisted the Company in gained efficiencies and eliminated redundancies within its workforce.

2018, the Company sold its property located at 783 Jersey Lane, New Brunswick, NJ.

This property houses its development and production

The purchase price was $4,080,000 and purchaser received 3,225,806 warrants to purchase Common Stock.

Simultaneously

with the closing of the sale, the purchaser leased the facility back to the Company.

The lease runs for 10 years, with two five

year extensions.

The initial annual base rent is $408,000 and will continue for the first and second year.

In the third and fourth

it will escalate at the rate of 2.5% per year.

For all subsequent years it will escalate at the rate of 3% per year.

also will be responsible for additional rent consisting of taxes and certain insurance expenses of the purchaser.

The lease contains

a repurchase option pursuant to which the Company can repurchase the facility within the initial 10 year lease period.

price would $4,080,000 times a multiple.

The multiple would be 1.05 plus .0025N where N represents the number of months between

lease commencement and closing of repurchase.

The Company sold the building located adjacent to its manufacturing facility located

at 5 Jules Lane, New Brunswick, New Jersey to an unaffiliated party.

The purchase price was $1,050,000 and the Company netted

$963,254 in cash.

an expanded access program for ME/CFS patients in the U.S.

In August 2016, the Company received approval of our NDA from Administracion

Nacional de Medicamentos, Alimentos y Tecnologia Medica (ANMAT) for commercial sale of Ampligen in the Argentine Republic for

the treatment of severe CFS.

With regulatory approval in Argentina, Ampligen is the world’s only approved therapeutic for

On June 10, 2020, the Company received import clearance from ANMAT to import the first shipment of commercial grade vials

of Ampligen to Argentina.

The next steps in the commercial launch of Ampligen include ANMAT conducting a final inspection of the

product and release tests before granting final approval to begin commercial sales.

AIM has supplied GP Pharm with the Ampligen

required for testing and ANMAT release.

Once final approval by ANMAT is obtained, GP Pharm will begin distributing Ampligen in

The Company continues to pursue our Ampligen New Drug Application, or NDA, for the treatment of CFS with the FDA.

N Injection is approved for a category of sexually transmitted diseases infection and patients that are intolerant to recombinant

interferon in Argentina.

Alferon is the only natural-source, multi-species alpha interferon currently approved for sale in the

for the intralesional treatment of refractory (resistant to other treatment) or recurring external condylomata acuminata/genital

warts (GW) in patients 18 years of age or older.

Certain types of human papilloma viruses cause GW.

AIM also has approval from

ANMAT for the treatment of refractory patients that failed or were intolerant to treatment with recombinant interferon in Argentina.

Company operates a 30,000 sq.

facility in New Brunswick, NJ, where it conducts testing and has produced limited quantities

of active pharmaceutical ingredients (“API”) for its products.

The Company has reviewed its operations at the facility

and believes that some of the equipment most likely should be upgraded to realize greater efficiencies, when and if it requires

more API than is currently in storage.

The Company is also exploring engaging a Contract Manufacturing Organization (“CMO”)

to produce API.

While the Company believes it has sufficient API to meet its current needs, is also continually exploring new

efficiencies so as to maximize its ability to fulfill future obligations.

consolidated financial statements include the financial statements of AIM ImmunoTech Inc.

4 unchanged sentences

All significant intercompany balances and transactions have been eliminated in consolidation.

Summary of Significant Accounting Policies

of Significant Accounting Policies

Cash and Cash Equivalents

2 unchanged sentences

Marketable Securities

Company’s securities are stated at fair value.

The Company records changes in fair value of these investments in results

of operations.

Management identified an error related to the classification of its marketable securities and determined that the

impact of such error was not material to its financial position or results of operations in prior year.

Accordingly, prior year

financial statements and related disclosures have been corrected in the current year.

securities consist of mutual funds and debt securities.

The Company’s securities are stated at fair value.

The Company records

changes in fair value of mutual funds in results of operations and the changes in fair value of debt securities in other comprehensive

Property and Equipment, net

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useful lives of the respective assets, ranging from three to thirty-nine years.

stated above, the Company sold the buildings located at 5 Jules Lane, New Brunswick, NJ and the building located at located at

783 Jersey Lane, New Brunswick, NJ.

Patent and Trademark Rights, net

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requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

GAAP”) of contingent assets and liabilities at the date of the financial statements and the reported amounts of

(“GAAP”) of contingent assets and liabilities at the date of the financial statements and the reported amounts of

revenues and expenses for the reporting period.

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building valuation, fair value of warrants, convertible note payable and contingency accruals.

Company has elected to apply the Full Retrospective Application to implement the new revenue recognition standard ASC 606.

Company, based on the nature of its Ampligen sales under its cost recovery programs, determined that there were no material differences

between the new accounting standard and legacy U.S.

GAAP and that difficulties did not arise for any “open”

contract issues with its customers during the transition period.

The Company also determined that the adoption of this standard

had little or no impact to the Company’s opening balance of retained earnings.

from the sale of Ampligen®

under a cost recovery, open-label treatment protocols approved by the FDA is recognized when the

treatment is provided to the patient.

from the sale of Alferon N Injection®

are recognized when the product is shipped and title is transferred to the customer.

The Company has no other obligation associated with its products once shipment has been shipped to the customer.

of the Novel Coronavirus

January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain

of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community

as the virus spreads globally beyond its point of origin.

In March 2020, the WHO classified the COVID-19 outbreak as a pandemic,

based on the rapid increase in exposure globally.

full impact of the COVID-19 outbreak continues to evolve as of the date of this report.

As such, it is uncertain as to the full

magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations.

is actively monitoring the global situation on its financial condition, liquidity, operations, scientific collaborations, suppliers,

industry, and workforce.

Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company

is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for

fiscal year 2021.

the Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues,

it may have a material adverse effect on the Company’s results of future operations, financial position, and liquidity for

the fiscal year 2021.

Aid, Relief and Economic Security Act

March 27, 2020, the U.S.

Government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was

signed into law.

The CARES Act includes various income and payroll tax provisions.

The Company has analyzed the tax provisions

of the CARES Act and determined they have no significant financial impact to the consolidated financial statements.

has no intention of taking advantage of other benefits but will continue to evaluate the impact on the Company’s financial

January 1, 2018, the Company adopted Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers,

using the modified retrospective method and there was no impact to financial position and results of operations as a result of

the adoption.

This standard applies to all contracts with customers, except for contracts that are within the scope of other standards,

such as leases, insurance, collaboration arrangements and financial instruments.

Under Topic 606, an entity recognizes revenue

when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity

expects to receive in exchange for those goods or services.

To determine revenue recognition for arrangements that an entity determines

are within the scope of Topic 606, the entity performs the following five steps:

(i) identify the contract(s) with a customer;

(ii) identify the performance obligations in the contract;

(iii) determine the transaction price;

(iv) allocate the transaction

price to the performance obligations in the contract;

and (v) recognize revenue when (or as) the entity satisfies a performance

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration

it is entitled to in exchange for the goods or services it transfers to the customer.

At contract inception, once the contract

is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and

determines those that are performance obligations, and assesses whether each promised good or service is distinct.

then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when

(or as) the performance obligation is satisfied.

Overall, adoption of the new standard did not result in an adjustment to amounts

previously reported in our consolidated financial statements and there were no other significant changes impacting the timing

or measurement of our revenue or our business processes and controls.

from the sale of Ampligen under cost recovery clinical treatment protocols approved by the FDA is recognized when the product

The Company has no other obligation associated with its products once shipment has been accepted by the customer.

from the sale Ampligen under the EAP is recognized as the product is distributed and administered to patients involved in the

cost recovery program.

Accounting for Income Taxes

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in the period that such tax rate changes are enacted.

Company applies the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification

(“ASC”) 740-10 Uncertainty in Income Taxes.

There has been no material change to the Company’s tax position

as they have not paid any corporate income taxes due to operating losses.

All tax benefits will likely not be recognized due to

the substantial net operating loss carryforwards which will most likely not be realized prior to expiration.

With no tax due for

the foreseeable future, the Company has determined that a policy to determine the accounting for interest or penalties related

to the payment of tax is not necessary at this time.

The Company applies

the provisions of FASB ASC 740-10 Uncertainty in Income Taxes.

As a result of the implementation, there has been no material change

to the Company’s tax positions as they have not paid any corporate income taxes due to operating losses.

With the exception of

net operating losses generated in New Jersey, all tax benefits will likely not be recognized due to the substantial net operating

loss carryforwards which will most likely not be realized prior to expiration.

With no tax due for the foreseeable future,

the Company has determined that a policy to determine the accounting for interest or penalties related to the payment of tax is

not necessary at this time.

Immaterial Revision of

Previously Reported Amounts

During the preparation

of the consolidated financial statements as of and for the period ended December 31, 2020, Management noted an error in the Company’s

previously issued Consolidated Financial Statements.

The error in the amount of approximately $535,000 related to the Company’s

accounting for income taxes that resulted in a deferred tax benefit associated with the sale of net operating losses.

In evaluating

whether the previously issued Consolidated Financial Statements were materially misstated, the Company applied the guidance of

ASC 250, Accounting Changes and Error Corrections, SEC Staff Accounting Bulletin (“SAB”) Topic 1.M, Assessing Materiality

and SAB Topic 1.N, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial

Statements and concluded that the effect of the errors on prior period financial statements was immaterial.

The cumulative

effect of adjustments required to correct the misstatements in the Consolidated Financial Statements years prior to 2019 are reflected

in the revised opening accumulated deficit balance as of January 1, 2019.

The cumulative effect of those adjustments on all

periods reduced previously reported accumulated deficit by approximately $406,000.

As a result, certain amounts presented in

the Company’s Consolidated Balance Sheet and Consolidated Statement of Operations have been revised from the amounts previously

reported to correct this error which include an adjustment to decrease Accumulated deficit in the amount of approximately $406,000,

increase Other assets in the amount of approximately $535,000, increase Gain from the sale of income tax operating losses of approximately

$129,000, decrease Net loss in the amount of approximately $129,000 and increase Basic and diluted loss per share of $(0.04).

Recent Accounting Standards and Pronouncements

May 2014, FASB issued Accounting Standards Update (“ASU”) ASC No.

2014-09 (ASU 2014-09), Revenue

from Contracts with Customers .

ASU 2014-09 eliminated transaction- and industry-specific revenue recognition guidance under

GAAP and replace it with a principle based approach for determining revenue recognition.

ASU 2014-09 will require

that companies recognize revenue based on the value of transferred goods or services as they occur in the contract.

also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from

customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain

or fulfill a contract.

ASU 2014-09 is effective for reporting periods beginning after December 15, 2017, and early adoption is

not permitted.

Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date

As of December 31, 2017, we have not identified any accounting changes that would materially impact the amount of

reported revenues with respect to our product revenues.

The Company applied the Full Retrospective Application to implement the

new revenue recognition standard ASC 606.

The Company, based on the nature of its Ampligen®

sales under its cost recovery

programs, determined that there were no material differences between the new accounting standard and legacy U.S.

that difficulties did not arise for any “open”

contract issues with its customers during the transition period.

Company also determined that the adoption of this standard had little or no impact to the Company’s opening balance of retained

January 2016, the FASB has issued ASU No.

2016-01, Financial Instruments –

Overall (Subtopic

Recognition and Measurement of Financial Assets and Financial Liabilities .

The new guidance is intended to improve

the recognition and measurement of financial instruments.

The new guidance is effective for public companies for fiscal years

beginning after December 15, 2017, including interim periods within those fiscal years.

The new guidance permits early adoption

of the own credit provision.

The adoption of the guidance had no material impact on the Company’s

financial statement presentation or disclosures.

February 2016, the FASB issued ASU 2016-02 - Leases, which amends the existing accounting standards for lease accounting,

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at, or entered into after, the date of initial application, with an option to use certain transition relief.

The Company is currently

evaluating the effects the adoption of this guidance will have on the consolidated financial statements .

The Company evaluated

the effects and the adoption of this guidance will have on the consolidated financial statements.

(See Note 12 :

August 2016, the FASB issued ASU 2016-15 - Statement of Cash Flows (Topic 230):

Classification

of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force).

The new guidance is intended to address

the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash

flows under Topic 230, Statement of Cash Flows, and other Topics.

The guidance addresses eight specific cash flow issues with

the objective of reducing the existing diversity in practice.

The amendments apply to all entities, including both business entities

and not-for-profit entities that are required to present a statement of cash flows under Topic 230.

The amendments are effective

for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years.

Early adoption is permitted, including adoption in an interim period.

If an entity early adopts the amendments in an interim period,

any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period.

An entity that elects

early adoption must adopt all of the amendments in the same period.

The amendments in this Update should be applied using a retrospective

transition method to each period presented.

The adoption of the guidance did not have a material impact

on the Company’s financial statement presentation or disclosures.

2019, the FASB also issued ASU 2019-01 through 2019-12.

These updates did not have a significant impact on

the financial statements.

June 2016, the FASB issued ASU 2016-13, Financial Instruments - Measurement of Credit Losses on Financial Instruments, and

subsequent amendments to the guidance, ASU 2018-19 in November 2018 and ASU 2020-02 in February 2020.

The standard significantly

changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured

at fair value through net income.

The standard will replace today’s “incurred loss”

approach with an “expected

model for instruments measured at amortized cost.

For available-for-sale debt securities, entities will be required

to record allowances rather than reduce the carrying amount, as they do today under the other-than-temporary impairment model.

It also simplifies the accounting model for purchased credit-impaired debt securities and loans.

The amendment will affect loans,

debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and

any other financial assets not excluded from the scope that have the contractual right to receive cash.

ASU 2018-19 clarifies

that receivables arising from operating leases are accounted for using lease guidance and not as financial instruments.

The amendments

should be applied on either a prospective transition or modified-retrospective approach depending on the subtopic.

This ASU will

be effective for us beginning the first day of our 2023 fiscal year.

Early adoption is permitted.

We are evaluating the impact

of adoption of this ASU on our financial condition, results of operations and cash flows, and, as such, we are not able to estimate

the effect the adoption of the new standard will have on our financial statements.

recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the

Company’s present or future financial statements.

Stock-Based Compensation

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does not require collateral on its receivables.

The Company’s receivables were $44,000, net of $30,000 allowance for doubtful

accounts, and $235,000 as of December 31, 2019 and 2018, respectively.

The Company’s receivables were $34,000 and $44,000, net of $30,000 allowance

for doubtful accounts, as of December 31, 2020 and 2019, respectively.

Common Stock Per Share Calculation

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makes subjective judgments in determining the independent cash flows that can be related to specific asset groupings.

as the Company reviews its manufacturing process and other manufacturing planning decisions, the Company must make subjective

judgments regarding the remaining useful lives of assets.

When the Company determines that the useful lives of assets are shorter

than the Company had originally estimated, it accelerates the rate of depreciation over the assets’

new, shorter useful

as the Company reviews its manufacturing process and other manufacturing planning decisions, the useful lives of assets are

shorter than the Company had originally estimated, it accelerates the rate of depreciation over the assets’

useful lives.

(3) Inventories

Company uses the lower of first-in, first-out (“FIFO”) cost or net realizable value method of accounting for inventory.

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the timeline of Alferon production to an excess of one year, the Company reclassified Alferon work in process inventory of $1,095,000

to other assets within our balance sheet as of December 31, 2019 and 2018 and due to the high cost estimates to bring the facility

The above estimated cost includes additional funds needed for the revalidation process in the Company’s facility

to initiate commercial manufacturing, thereby readying itself for an FDA Pre-Approval Inspection.

If the Company is unable to

gain the necessary FDA approvals related to the manufacturing process and/or final product of new Alferon inventory, its operations

most likely will be materially and/or adversely affected.

In light of these contingencies, there can be no assurances that the

approved Alferon N Injection product will be returned to production on a timely basis, if at all, or that if and when it is again

made commercially available, it will return to prior sales levels.

Alferon work in process is currently compliant with our internal protocols, is stored in a controlled state, and the Company regularly

monitors the stability of the product.

All of these factors contribute to the potential sale of the Alferon work in process, after

validation lots have been produced and including a successful pre-approval inspection.

to other assets within our balance sheet as of December 31, 2019.

on the Company’s current oncology and growing projects related to COVID-19 and ability to ready the manufacturing plant

to utilize the current Alferon work in process in a timely manner prior to expiration of the WIP the Company concluded to write

off the value of the Alferon as of December 31, 2020 and included within Research and Development expenses on the Consolidated

Statement of Comprehensive Loss.

(4) Marketable

securities consist of mutual funds and debt securities.

At December 31, 2020 and 2019, it was determined that none of the marketable

securities had an other-than-temporary impairment.

At December 31, 2020 and December 31, 2019, all securities were measured as

Level 1 instruments of the fair value measurements standard (See Note 18:

As of December 31, 2020 and December 31,

2019 the Company held $15,877,000 and $7,308,000 in debt and equity securities respectively.

As of December 31, 2019 there were

no debt securities.

Securities classified as available for sale consisted of:

Gains /(Losses)

Marketable Securities

securities consist of mutual funds.

At December 31, 2019 and 2018, all securities were measured as Level 1 instruments of the fair value measurements standard.

classified as available for sale consisted of:

Net gain and loss recognized during 2019

and 2018 respectively was $3,000 and $14,000.

Patents, Trademark Rights and Other Intangibles (FASB ASC 350-30 General Intangibles Other than Goodwill)

the years ended December 31, 2019 and 2018, the Company decided not to pursue certain patents in various countries for strategic

reasons and recorded abandonment charges of $79,000 and $41,000, respectively, which are included in research and development.

Amortization expense was $57,000 and $64,000 in 2019 and 2018, respectively.

The total cost of the patents was $1,480,000

and $1,183,000 as of December 31, 2019 and 2018, respectively.

The accumulated amortization as of December 31, 2019 and 2018 is

$329,000 and $271,000, respectively.

For the year ended December 31, 2019 and 2018, additions to patents costs and licensing

fees were $356,000 and $118,000, respectively.

Treasury notes

Government mortgage backed securities

Corporate bonds

(in thousands)

Less than 12 Months

12 Months or More

Treasury notes

Government mortgage backed securities

Corporate bonds

gain and loss recognized during 2020 and 2019 respectively was $1,000 and $3,000.

Trademark Rights, net

December 31, 2018

December 31, 2019

and trademarks are stated at cost (primarily legal fees) and are amortized using the straight-line method of the estimated useful

life of 17 years.

During the years ended December 31, 2020, the Company decided not to pursue certain patents in various

countries for strategic reasons and recorded abandonment charges which are included in research and development.

of patents and trademarks for each of the next five years is as follows:

2020 - $71,000;

2021 - $71,000;

2022 - $71,000, 2023

- $71,000 and 2024 - $71,000.

No amortization expense is recognized related to patents that are pending.

Accrued Expenses

Year Ending December 31,

expenses at December 31, 2020 and 2019 consist of the following:

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Company is authorized to issue 8,000 Series B Convertible Preferred Stock, no par value, stated value $1,000 per share.

December 31, 2019, the Company had 778 shares of Series B Convertible Preferred Stock outstanding.

Each such Preferred Share is

convertible into 5,000 shares of common stock.

to a registration statement relating to a rights offering declared effective by the SEC on February 14, 2019, the Company

distributed to its holders of common stock and to holders of certain options and warrants as of February 14, 2019, at no charge,

one non-transferable subscription right for each share of common stock held or deemed held on the record date.

Each right entitled

the holder to purchase one unit, at a subscription price of $1,000 per unit, consisting of one share of Series B Convertible Preferred

Stock with a face value of $1,000 (and immediately convertible into common stock at an assumed conversion price of $0.20) and

5,000 warrants with an assumed exercise price of $0.20.

December 31, 2020, and December 31, 2019, the Company had 732 and 778 shares of Series B Convertible Preferred Stock outstanding,

respectively.

Each such Preferred Share is convertible into 114 shares of common stock.

to a registration statement relating to a rights offering declared effective by the SEC on February 14, 2019, AIM distributed

to its holders of common stock and to holders of certain options and warrants as of February 14, 2019, at no charge, one non-transferable

subscription right for each share of common stock held or deemed held on the record date.

Each right entitled the holder to purchase

one unit, at a subscription price of $1,000 per unit, consisting of one share of Series B Convertible Preferred Stock with a face

value of $1,000 (and immediately convertible into common stock at an assumed conversion price of $8.80) and 114 warrants with

an assumed exercise price of $8.80.

The warrants are exercisable for five years after the date of issuance.

The net proceeds realized from the rights offering were approximately $4.7 million.

The net proceeds realized

from the rights offering were approximately $4,700,000.

During the twelve months ending December 31, 2020, 46 shares of Series

B Convertible Preferred Stock were converted into common stock.

Company has authorized shares of 350,000,000 with specific limitations and restrictions on the usage of 8,000,000 of the 350,000,000

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This did not affect the number of authorized shares.

All references herein to shares of common stock,

options, warrants and preferred stock have been adjusted to give effect to this reverse stock

Board of Directors approved up to $500,000 for all directors, officers and employees to buy company shares from the Company at

the market price.

As of November 5, 2018, the Company issued 22,282 shares of its Common Stock at prices between $8.80

and $30.36 per share directly to executives and employees, for $373,852 in a series of private transactions pursuant to stock

purchase agreements.

All references herein to shares of common stock, options,

warrants and preferred stock have been adjusted to give effect to this reverse stock split.

July 7, 2020, the board of directors approved up to $500,000 for all directors, officers and employees to buy company shares from

the Company at the market price.

As of August 31, 2020, the Company has issued 10,730 shares of its common stock at a price of

$2.33 for a total of $25,000.

This plan expired September 10,2020.

September 4, 2020, the board of directors approved up to $500,000 for all directors, officers and employees to buy company shares

from the Company at the market price.

As of October 31, 2020, the Company has issued 12,316 shares of its common stock at a price

of $2.03 for a total of $25,000.

This plan expired November 1,2020.

November 5, 2020, the board of directors approved up to $500,000 for all directors, officers and employees to buy company shares

from the Company at the market price.

As of December 31, 2020, the Company has issued 14,435 shares of its common stock at a price

of $1.72 for a total of $25,000.

This plan expired January 2, 2021.

June 11, 2019, the board of directors approved up to $500,000 for all directors, officers and employees to buy company shares

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This plan expired August 19, 2019.

September 27, 2019, the Company closed an public offering underwritten by A.G.P./Alliance Global Partners, LLC (the “Offering”)

September 27, 2019, the Company closed a public offering underwritten by A.G.P./Alliance Global Partners, LLC (the “Offering”)

of (i) 1,740,550 shares of Common Stock;

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Warrants”), and (iii) warrants to purchase up to an aggregate of 8,888,860 shares of Common Stock (the “Warrants”).

The shares of Common Stock and Warrants were sold at a combined Offering price of $0.90, less underwriting discounts and commissions.

Each Warrant sold with the shares of Common Stock represents the right to purchase one share of Common Stock at an exercise price

of $0.99 per share.

The Pre-Funded Warrants and Warrants were sold at a combined Offering price of $0.899, less underwriting discounts

and commissions.

The Pre-Funded Warrants were sold to purchasers whose purchase of shares of Common Stock in the Offering would

otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99%

of the Company’s outstanding Common Stock immediately following the consummation of the Offering, in lieu of shares of Common

Each Pre-Funded Warrant represents the right to purchase one share of Common Stock at an exercise price of $0.001 per share.

The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are exercised

A registration statement on Form S-1, relating to the Offering was filed with the SEC and was declared effective on September

25, 2019, the net proceeds were $7,200,000.

August 23, 2017, the Holders of the Series A Warrants and Series B Warrants exchanged all of their Warrants for new warrants (respectively,

the “Series A Exchange Warrants”

and the “Series B Exchange Warrants”

and, collectively, the “Exchange

Warrants”) identical to the Warrants except as follows:

The exercise price of both Exchange Warrants is $19.80 per share,

subject to adjustment therein, and the number of Series B Exchange Warrants issued was proportionately reduced to an aggregate

of 63,636 warrants so that all Exchange Warrants in the Exchange Transaction do not exceed 19.9% of the number of the Company’s

issued and outstanding shares of Common Stock as of May 31, 2017, the date of the Exchange Transaction offer letters.

of the Exchange Warrants by the Company and the shares of Common Stock issuable upon exercise of the Exchange Warrants is exempt

from registration pursuant to Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

The 63,636 warrants with an expiration date of March 1, 2018 and an exercise price on $19.80 were exercised in January and February

The Company realized proceeds of $1,260,000 from these exercises.

In conjunction with the Offering, a Representative’s Warrant to purchase up to an aggregate of 266,665 shares of common

stock (the “Representative’s Warrant”).

The shares of Common Stock and Warrants were sold at a combined Offering

price of $0.90, less underwriting discounts and commissions.

Each Warrant sold with the shares of Common Stock represents the

right to purchase one share of Common Stock at an exercise price of $0.99 per share.

The Pre-Funded Warrants and Warrants were

sold at a combined Offering price of $0.899, less underwriting discounts and commissions.

The Pre-Funded Warrants were sold to

purchasers whose purchase of shares of Common Stock in the Offering would otherwise result in the purchaser, together with its

affiliates and certain related parties, beneficially owning more than 4.99% of the Company’s outstanding Common Stock immediately

following the consummation of the Offering, in lieu of shares of Common Stock.

Each Pre-Funded Warrant represents the right to

purchase one share of Common Stock at an exercise price of $0.001 per share.

The Pre-Funded Warrants are exercisable immediately

and may be exercised at any time until the Pre-Funded Warrants are exercised in full.

A registration statement on Form S-1, relating

to the Offering was filed with the SEC and was declared effective on September 25, 2019, the net proceeds were approximately $7,200,000.

During the year ending December 31, 2020, 1,870,000 of the Pre-funded Warrants were exercised and 7,687,860

Warrants were exercised.

In addition, on March 25, 2020, the Representative’s Warrant was amended to permit

exercise of such warrant to commence on March 30, 2020.

These warrants were exercised on March 31, 2020 and an aggregate of 266,665

shares were issued upon exercise of this warrant for gross proceeds of approximately $264,000 and a $46,000 expense for the warrant

modification.

April 20, 2018, the Company entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain investors

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May 2, 2019, the Company entered into an agreement with the holders of the August 23, 2017 and April 20, 2018 respectively.

The warrant exercise price was reduced to $6.60 and 103,410 warrants were exercised, reducing the liability attributed

to the warrants by approximately $404,000, and the Company realized about $682,000 in net proceeds, resulting in an addition to

The warrant exercise price was reduced to $6.60 and 103,410 warrants were exercised, reducing the liability attributed to the

warrants by approximately $404,000, and the Company realized about $682,000 in net proceeds, resulting in an addition to

stockholders’

equity of approximately $1,086,000.

On November 27, 2017, the Company reactivated the EDA.

During the year

ended December 31, 2018, the Company sold an aggregate of 49,463 shares under the EDA for proceeds of $827,000 net of $25,000

in commissions.

Pursuant to a prospectus supplement dated February 7, 2018, the Company was able to sell up to 148,844 of its

Common Stock (inclusive of shares already sold under the prospectus supplement) under the EDA.

The actual number of shares, that

the Company can sell, and the proceeds to be received there from are dependent upon the market price of its Common Stock.

November 27, 2017, the Company reactivated its equity distribution agreement (the “EDA”) with Maxim Group LLC (“Maxim”).

During the year ended December 31, 2019, the Company sold an aggregate of 49,463 shares under the EDA for proceeds of $827,000

net of $25,000 in commissions.

July 19, 2019, the Company entered into a new Equity Distribution Agreement (the “2019 EDA”) with Maxim, pursuant

to which it may sell from time to time, shares of its Common Stock through Maxim, as agent (the “Offering”).

The 2019 EDA replaced the Company’s prior 2012 Equity Distribution Agreement with Maxim.

On July 19, 2019, the

Company filed a prospectus supplement with the Securities and Exchange Commission (the “SEC”) in connection with

the Offering (the “Prospectus Supplement”) under its existing Registration Statement on Form S-3 (File No 333-226059),

which became effective on August 3, 2018 (the “Registration Statement”), related to the sale of Shares having an aggregate

offering price of up to $4,508,244, the maximum number of Shares permitted to be sold under the 2019 EDA and Registration Statement

at that time.

As of December 31, 2019, the Company sold 905,869 shares under the Distribution Agreement for a total of $2,553,079

which includes a 3.5% fee to Maxim of $89,358.

As part of the cash conservation program adopted on August 28, 2017,

starting with the month of September 2017, the directors agreed to defer 100% of their fees until cash is available.

In consideration

of this deferral, 5,137 options were issued to each of the two independent directors in February 2018 with an exercise price of

3,456 options were issued to each of the two independent directors in May 2018 with an exercise price of $13.20, and 2,230

options were issued in July 2018 with an exercise price of $13.54.

All of the foregoing options and the options discussed below

are exercisable for a period of 10 years with a vesting period of three years.

This program was suspended as of July 15, 2018 and

all remaining deferred fees were paid in July 2018.

This Program was reactivated as of August 16, 2018 with the understanding that

options would not be issued on the deferred amounts until the 2018 Equity Incentive Plan was approved by the stockholders and the

securities issuable thereunder were registered with the SEC.

The 2018 Equity Incentive Plan was approved by the stockholders and

the securities issuable thereunder were registered with the SEC and, on October 17, 2018, 3,297 options were issued to each of

the two independent directors with an exercise price on $9.68 for a period of ten years with a vesting period of one year.

as part of the cash conservation program adopted on August 28, 2017, starting with the month of September 2017, certain officers

agreed to defer 40% of their salaries until cash is available.

In consideration of this deferral, 20,101 options were issued

to these officers in February 2018 with an exercise price of $16.28;

13,617 options were issued to these officers in May

2018 with an exercise price of $13.20, and 8,847 options were issued to these officers in July 2018 with an exercise

price of $13.64.

This program was suspended as of July 15, 2018 and all remaining deferred salaries were paid on July 2018.

This Program was reactivated as of August 16, 2018 for 50% of their salaries with the understanding that options would not be

issued on the deferred amounts until the 2018 Equity Incentive Plan was approved by the stockholders and the plan registered

with the SEC.

The 2018 Equity Incentive Plan has been approved by the stockholders and registered with the SEC and on October

17, 2018, 18,380 options were issued to these officers with an exercise price on $9.68 for a period of ten years

with a vesting period of one year

as part of the cash conservation program adopted on August 28, 2017, all employees agreed to be paid 50% of their salaries in

the form of unrestricted Common Stock of the Company.

Starting with the month of September 2017, the salaries of all the

employees of the Company were paid 50% in the form of unrestricted Common Stock of the Company.

The total number of shares

issued as of June 30, 2018 to the employees under this program was 48,111 shares at stock prices ranging from $13.64 to

$24.20 per share.

This program was suspended by the Board of Directors on June 30, 2018.

March 24, 2018, the Company sold 28,409 shares of Common Stock under its S-3 shelf registration.

The Company realized net

proceeds of $475,000 from this stock offering and paid $25,000 in placement agent fees.

2009 Equity Incentive Plan, effective June 24, 2009, as amended, authorizes the grant of non-qualified and incentive stock options,

stock appreciation rights, restricted stock and other stock awards.

A maximum of 22,000,000 shares of Common Stock is reserved

for potential issuance pursuant to awards under the 2009 Equity Incentive Plan.

Unless sooner terminated, the 2009 Equity Incentive

Plan will continue in effect for a period of 10 years from its effective date.

During 2018, there were 4,675,221 options granted

by the Company under this Plan.

to which it could sell from time to time, shares of its Common Stock through Maxim, as agent (the “Offering”).

2019 EDA replaced the EDA with Maxim.

For the year ended December 31, 2020, the Company sold 20,444,807 shares under the 2019

EDA for total gross proceeds of $53,936,615, which includes a 3.5% fee to Maxim of $1,888,727.

2018 Equity Incentive Plan, effective September 12, 2018, authorizes the grant of (i) Incentive Stock Options, (ii) Nonstatutory

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On October 17, 2018, the

Board of Directors issued 26,324 options to the officers and directors at the exercise price of $9.68 expiring in

10 years, and on November 14, 2018, the Board of Directors issued 23 options to each employee, officer and director at

the exercise price of $9.68 expiring in ten years.

Board of Directors issued 26,324 options to the officers and directors at the exercise price of $9.68 expiring in 10 years, and

on November 14, 2018, the Board of Directors issued 23 options to each employee, officer and director at the exercise price of

$9.68 expiring in ten years.

On January 28, 2019, 27,570 options were issued to each of these officers with an exercise price

of $9.68 for a period of ten years with a vesting period of one year.

In August 2020, 400,000 options were issued to each of these

officers with an exercise price range of $2.77 to $3.07 for a period of ten years with a vesting period of one year.

December 2020, 675,000 options were issued to employees with an exercise price range of $1.85 to $1.96 for a period of ten years

with a vesting period of one year.

of December 31, 2020, and 2019, there were 42,154,371 and 10,386,754 shares outstanding, respectively.

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On October 17, 2018, the

Board of Directors issued 26,234 options to the officers and directors at the exercise price of $9.68 expiring in

10 years, and on November 14, 2018, the Board of Directors issued 23 options to each employee, officer and director at

the exercise price of $9.68 expiring in ten years.

O n January 28, 2019, 27,570 options

were issued to each of these officers with an exercise price of $9.68 for a period of ten years with a vesting period of one year.

Board of Directors issued 26,234 options to the officers and directors at the exercise price of $9.68 expiring in 10 years, and

on November 14, 2018, the Board of Directors issued 23 options to each employee, officer and director at the exercise price of

$9.68 expiring in ten years.

On January 28, 2019, 27,570 options were issued to each of these officers with an exercise price

of $9.68 for a period of ten years with a vesting period of one year.

Equity Incentive Plans of 2009 and 2018 are administered by the Board of Directors.

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determined by the Company’s Board to affect control of the Company and designated by resolution of the Board as a change

fair value of each option and equity warrant award is estimated on the date of grant using a Black-Scholes-Merton pricing option

valuation model.

fair value of each option award is estimated on the date of grant using a Black-Scholes-Merton pricing option valuation model.

Expected volatility is based on the historical volatility of the price of the Company’s stock.

The risk-free

interest rate is based on U.S.

The risk-free interest rate

is based on U.S.

Treasury issues with a term equal to the expected life of the option and equity warrant.

uses historical data to estimate expected dividend yield, life and forfeiture rates.

The expected life of the options and equity

warrants was estimated based on historical option and equity warrant holders’

behavior and represents the period of time

that options and equity warrants are expected to be outstanding.

The fair values of the options and equity warrants granted were

estimated based on the following weighted average assumptions:

The Company uses historical

data to estimate expected dividend yield, life and forfeiture rates.

The expected life of the options and equity warrants was

estimated based on historical option and equity warrant holders’

behavior and represents the period of time that options

and equity warrants are expected to be outstanding.

The fair values of the options and equity warrants granted were estimated

based on the following weighted average assumptions:

Year Ended December 31,

Risk-free interest rate

0.3% - 0.46 %

Expected dividend yield

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Weighted average grant date fair value for options and equity warrants issued

$9.68 per option for

39,267 options

$2.28 per option for 1,025,000 options

$9.68 per option for 39,267 options

exercise price of all stock options and equity warrants granted was equal to or greater than the fair market value of the underlying

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regarding the options approved by the Board of Directors under Equity Plan of 2009 is summarized below.

The plan expires June

Weighted Average Exercise Price

The plan expired June

Outstanding, beginning of year

13.20 –

13.64 –

13.20 –

13.20 -2,127.84

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regarding the options approved by the Board of Directors under the Equity Plan of 2018 is summarized below:

Average Exercise Price

beginning of year

average remaining contractual life (years)

for future grants

Outstanding, beginning of year

Outstanding, end of year

Exercisable, end of year

Weighted average remaining contractual life (years)

Available for future grants

option activity during the years ended December 31, 2020 and 2019 is as follows:

option activity for employees

Number of Options

Weighted Average Exercise Price

Weighted Average Remaining Contracted Term (Years)

Aggregate Intrinsic Value

Outstanding December 31, 2018

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Unvested December 31, 2020

weighted-average grant-date fair value of employee options granted during the year 2019 was $267,000 for 27,570 options at $9.68

per option and during year 2018 was $230,000 for 94,650 options at $10.12 per option.

option activity for non-employees during the year:

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Exercisable at December 31, 2020

weighted-average grant-date fair value of non-employee options granted during year 2019 was $113,000 for 11,697 options

at $9.68 per option and during the year 2018 was $182,000 for 38,634 options at $18.48 per option.

weighted-average grant-date fair value of non-employee options granted during year 2020 was $277,000 for 100,000 options at $2.77

per option and during the year 2019 was $113,000 for 11,697 options at $9.68 per option.

stock option activity for non-employees:

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Unvested December 31, 2020

compensation expense was approximately $853,000 and $929,000 for the years ended December 31, 2019, and 2018 resulting in an increase

in general and administrative expenses and loss per share of $0.23 and $0.89, respectively.

compensation expense was approximately $1,036,000 and $853,000 for the years ended December 31, 2020, and 2019 resulting in an

increase in general and administrative expenses and loss per share of $0.03 and $0.23, respectively.

of December 31, 2020, and 2019, there was $1,599,000 and $696,000, respectively, of unrecognized stock-based compensation cost

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holder’s behavior and represents the period of time that options are expected to be outstanding.

There were 233,314 granted

in 2018 at $17.16 per warrant, and 8,638,758 granted in 2019 at $0.99 per warrant.

There were 16,907,471

granted in 2019 at $0.99 - $8.80 per warrant.

No warrants were granted in 2020.

regarding warrants outstanding and exercisable into shares of common stock is summarized below:

Weighted Average Exercise Price

Outstanding, beginning of year

$ 17.16-469.92

$ 8.80-469.92

$ .909 –

$ 17.16-469.92

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$ 0.99-469.92

$ 17.16-$469.92

$ 0.90 –

Weighted average remaining contractual life

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warrants are issued at the discretion of the Board.

In 2019 there were 8,629,758 warrants issued at a weighed average

exercise price of $0.99 and in 2018, there were 223,314 warrants issued at a weighted average price of $17.16.

warrants were exercised in 2019 and 63,636 were exercised in 2018.

Segment and Related Information

Company operates in one segment, which performs research and development activities related to Ampligen®

and other drugs under

development, and sales and marketing of Alferon®.

The Company’s revenues for the two-year period ended December 31,

2019, were earned in the United States and overseas.

Research, Consulting and Supply Agreements

2016, we entered into a five-year agreement (the “Impatients Agreement”) with Impatients, N.V.

In 2020 there were no warrants issued and in 2019, there were 16,907,471 warrants

issued at a weighted average price of $1.23.

9,826,661 warrants were exercised in 2020 and 7,030,582 were exercised

and Related Information

Company operates in one segment, which performs research and development activities related to Ampligen and other drugs under

The Company’s revenues for the two-year period ended December 31, 2020, were earned in the United States and

All assets are maintained in the United States of America.

(9) Research,

Consulting and Supply Agreements

2016, the Company entered into a five-year agreement (the “Impatients Agreement”) with Impatients, N.V.

(“myTomorrows”),

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related to ME/CFS.

Pursuant to the agreement, myTomorrows, as our exclusive service provider and distributor in the Territory,

Pursuant to the agreement, myTomorrows, as the exclusive service provider and distributor in the Territory,

is performing EAP activities.

2017, we entered into a purchase order with Jubilant pursuant to which Jubilant will manufacture batches of Ampligen®

Two commercial size batches were filled and finished for human use in 2018.

We paid Jubilant $320,000 in 2017 and

$1,078,000 in 2018 for a total of $1,398,000 to date for these services.

In 2019, we entered into a purchase order with Jubilant

pursuant to which Jubilant will manufacture 2 additional batches of Ampligen®

HollisterStier (Jubilant) is AIM’s authorized CMO for Ampligen for the approval in Argentina.

In 2017, the Company entered

into a purchase order with Jubilant pursuant to which Jubilant will manufacture batches of Ampligen®

for the Company.

Two commercial

size batches will be filled and finished for human use in early 2020.

We paid Jubilant $383,320 in 2019 to date for these services.

2017, AIM ImmunoTech filed a complaint in the Philadelphia County Court of Common Pleas Civil Trial Division against Nitto Avecia

Pharma Services, Inc.

(“NAPS”), the successor to Avrio Biopharmaceuticals, LLC (“Avrio”), primarily for

breach of contract.

Pursuant to the applicable agreement, Avrio was to provide fill and finish services of Ampligen®.

ImmunoTech sought damages due to Avrio’s failures and omissions during the fill and finish process which led to a loss of

In June 2017, NAPS filed an answer denying liability and counter claiming breach of contract by AIM ImmunoTech.

of 2018, the parties agreed to fully resolve their dispute by agreement for a satisfactory payment to AIM ImmunoTech and additional

consideration.

There was a gain of $474,000 resulting from the settlement of litigation with Nitto Avecia Pharma Services, Inc

Company has an agreement with Asembia, formerly Armada Healthcare, LLC to undertake the marketing, education and sales of Alferon

N Injection®

throughout the United States.

This agreement also provides start-up along with ongoing sales and marketing support

to the Company.

In August 2017, the Company extended this agreement through August 14, 2019 subject to the same terms and conditions.

The Company incurred no fees for the years ended December 31, 2019, and 2018, pursuant to the original and amended agreements.

2017, we announced that the EAP through our agreement with myTomorrows designed to enable access of Ampligen to ME/CFS patients

has been extended to pancreatic cancer patients beginning in the Netherlands.

myTomorrows is our exclusive service provider in

Europe and Turkey and will manage all EAP activities relating to the pancreatic cancer extension of the program.

2018, we signed two amendments to the EAP with myTomorrows.

The first extended the territory to cover Canada to treat pancreatic

cancer patients, pending government approval and the second to be our exclusive service provider for special access activities

in Canada for the supply of Ampligen for the treatment of ME/CFS.

(10) 401(k) Plan

the 2017 engagement of Jubilant, four lots of Ampligen consisting of more than 16,000 units have been manufactured and released

in year 2018.

The first lot was designated for human use in the US in the cost recovery CFS program and for expanded oncology

clinical trials.

The second lot has been designated for these programs in addition to commercial distribution in Argentina for

the treatment of CFS.

We paid Jubilant $320,000 in 2017 and $1,078,000 in 2018 for a total of $1,398,000 to date for these services.

In 2019, the Company entered into a purchase order with Jubilant pursuant to which Jubilant will manufacture two additional batches

of Ampligen for the Company.

Two commercial size batches will be filled and finished for human use in early 2020.

paid Jubilant $383,320 in 2019 to date for these services.

production of additional polymer (Ampligen intermediates) took place in 2019 at the Company’s New Brunswick facility.

Additionally,

two lots of Ampligen were manufactured in December 2019 and January 2020 at Jubilant.

The current manufactured lots of Ampligen

have been fully tested and released for commercial product launch in Argentina and for clinical trials.

December 2020, AIM added Pharmaceutics International Inc.

(“Pii”) as a “Fill & Finish”

enhance the Company’s capacity to produce the drug Ampligen.

This addition amplifies AIM’s manufacturing capability

by providing redundancy and cost savings.

The contracts augment AIM’s existing fill and finish capacity.

to in the Master Services Agreement, the terms of each of AIM’s projects with Pii will be negotiated separately and defined

in individual Service Contracts.

Company has a defined contribution plan, entitled the AIM ImmunoTech Employees 401(k) Plan and Trust Agreement (the “401(k)

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For 2020 and 2019, the Company made no contributions towards the 401(k) Plan in these

(11) Royalties, License and Employment Agreements

(11) Royalties,

License and Employment Agreements

Company had contractual agreements with Named Executive Officers, exclusive of Mr.

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Board of Directors.

In 2019 and 2018, no Officers’

bonuses were granted.

In 2020 and 2019, Officers’

bonuses were $913,500 and $0 respectively.

2020, equity was granted as a form of compensation to these Officers.

Company granted 9,685 ten-year options to purchase common stock with exercise prices of $9.68 per share to vest

in a year to Thomas K.

The Company granted 300,000 ten-year options to purchase

common stock with exercise prices of $3.05 per share to vest in a year to Thomas K.

Equels, Chief Executive Officer.

The Company granted

3,228 ten-year options to purchase common stock with exercise prices of $9.68 per share which vest in year to Adam Pascale,

Chief Financial Officer.

The Company granted

4,520 ten-year options to purchase common stock with exercise prices of $9.68 per share which vest in one year to Peter Rodino,

Chief Operating Officer and General Counsel.

The Company granted

Equels, Chief Executive Officer, 97,500 shares of Restricted Stock Awards with an exercise price ranging from

$0.40 to $0.55 per share which vest in 6 months, for 25% cut in salary.

The Company granted

to Peter Rodino, Chief Operating Officer General Counsel, 45,500 Restricted Stock Awards with an exercise price ranging from

$0.40 to $0.55 per share which vest in 6 months, for 25% cut in salary.

The Company granted

Lintal, Chief Financial Officer, 22,528 shares of Restricted Stock Awards with an exercise price ranging from

$0.40 to $0.55 per share which vest in 6 months, for 25% cut in salary.

The Company granted 300,000 ten-year options to purchase

common stock with exercise prices of $1.96 per share to vest in a year to Thomas K.

Equels, Chief Executive Officer.

The Company granted 75,000 ten-year options to purchase common

stock with exercise prices of $1.85 per share which vest in one year to Peter Rodino, Chief Operating Officer and General

The Company granted 75,000 ten-year options to purchase common

stock with exercise prices of $1.85 per share which vest in one year to Ellen Lintal, Chief Financial Officer.

2019, equity was granted as a form of compensation to these Officers:

Company granted 9,685 ten-year options to purchase common stock with exercise prices of $9.68 per share to vest in a year

Equels, Chief Executive Officer.

Company granted 4,520 ten-year options to purchase common stock with exercise prices of $9.68 per share which vest in one

year to Peter Rodino, Chief Operating Officer and General Counsel.

Company granted to Thomas K.

Equels, Chief Executive Officer, consistent with his employment agreement 6,818 ten year

options to purchase common stock with an exercise price of $13.20 per share which vest in one year and 27,091

ten year options with exercise prices of $9.68 to $16.72 which vest in one to three years for 40% and 50% salary

Company granted 9,788 ten-year options to purchase common stock with exercise prices of $9.68 to $16.72

per share which vest in one to three years to Adam Pascale, Chief Financial Officer for 40% and 50% salary deferrals:

Company granted 13,589 ten-year options to purchase common stock with exercise prices of $9.68 to $16.72

per share which vest in one to three years to Peter Rodino, General Counsel and Company Secretary for 40% and 50% salary

Equels, Chief Executive Officer, 97,500 shares of Restricted Stock Awards with an exercise price

ranging from $0.40 to $0.55 per share which vest in 6 months, for 25% cut in salary.

Company granted to Peter Rodino, Chief Operating Officer General Counsel, 45,500 Restricted Stock Awards with an exercise

price ranging from $0.40 to $0.55 per share which vest in 6 months, for 25% cut in salary.

Company granted to Ellen M.

Lintal, Chief Financial Officer, 22,528 shares of Restricted Stock Awards with an exercise price

ranging from $0.40 to $0.55 per share which vest in 6 months, for 25% cut in salary.

Company recorded stock compensation expense of approximately $433,000 and $118,000 during the years ended December 31,

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period financial statements and provide the disclosures required by the new standard for the comparative periods.

We adopted the

new standard on January 1, 2019 and used the effective date as our date of initial application.

Consequently, financial information

will not be updated, and the disclosures required under the new standard will not be provided for dates and periods before January

adopted the new standard on January 1, 2019 and used the effective date as the date of initial application.

new standard provides several optional practical expedients in transition.

We elected the ‘package of practical expedients’,

which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification

and initial direct costs.

We elected all the new standard’s available transition practical expedients other than the use-of

The Company elected the ‘package of practical

expedients’, which permits it not to reassess under the new standard our prior conclusions about lease identification, lease

classification and initial direct costs.

The Company elected all the new standard’s available transition practical expedients

other than the use-of hindsight.

new standard also provides practical expedients for an entity’s ongoing accounting.

We elected the short-term lease recognition

exemption for all leases that qualify.

This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities,

and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition.

We also elected the practical expedient to not separate lease and non-lease components for leases of office equipment.

This standard had

a material effect on our financial statements.

The most significant effect related to the recognition of new ROU

assets and lease liabilities on our balance sheet for our real estate and equipment operating leases and providing significant

new disclosures about our leasing activities.

Company entered into a Lease Agreement for a term of five years commencing on June 1, 2015 with Fraser Advanced Information Systems,

pursuant to which the Company agreed to lease two Sharp copiers.

The base rent increases by 5% each year, and ranges from approximately

$1,049 per month for the first year to $1,335 per month on the fifth year.

The Company elected the short-term lease

recognition exemption for all leases that qualify.

This means, for those leases that qualify, it will not recognize ROU assets

or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those

assets in transition.

The Company also elected the practical expedient to not separate lease and non-lease components for leases

of office equipment.

standard had a material effect on the Company’s financial statements.

The most significant effect related to the

recognition of new ROU assets and lease liabilities on the balance sheet for real estate and equipment operating leases and providing

significant new disclosures about the Company’s leasing activities.

Company entered into a Lease Agreement for a term of five years commencing on September 14, 2020 with Fraser Advanced Information

Systems, pursuant to which the Company agreed to lease two Sharp copiers.

The base of $1,415 per month.

June 13, 2018, the Company entered into a Lease Agreement for a term of six years commencing on July 1, 2018 with SML FL Holdings

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Company has determined that the incremental borrowing rate is 10% as of December 31, 2020 based upon the recently completed financing

transaction in September 2018.

transaction in December 2019.

Year Ending December 31,

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of December 31, 2020, the balance of the right of use assets was $179,000 and the corresponding lease liability balance was $179,000.

The total rent expense for the years ended December 31, 2019 and 2018 amounted approximately $59,000 and $40,000 respectively.

Income Taxes (FASB ASC 740 Income Taxes)

Company applies the provisions of FASB ASC 740-10 Uncertainty in Income Taxes.

As a result of the implementation, there has been

no material change to the Company’s tax position as they have not paid any corporate income taxes due to operating losses.

All tax benefits will likely not be recognized due to the substantial net operating loss carryforwards which will most likely

not be realized prior to expiration.

of December 31, 2019, the Company has approximately $180,800,000 of Federal net operating loss carryforwards (expiring in the

years 2020 through 2037) and $19,600,000 of Federal net operating loss with no expiration date available to offset future federal

taxable income.

The Company also has approximately $34,000,000 of Pennsylvania state net operating loss carryforwards (expiring

in the years 2020 through 2033) and approximately $8,000,000 of New Jersey state net operating loss carryforwards (expiring

in 2039) available to offset future state taxable income.

In December 2019 the Company effectively sold $10,000,000 of its New

Jersey state net operating loss carryforward for the year 2018 for approximately $776,000.

In December 2018, the Company effectively

sold $8,000,000 of its New Jersey state net operating loss carryforward for the year 2017 for approximately $859,000.

The total rent expense for the years ended December 31, 2020 and 2019 amounted to approximately $53,000 and $59,000, respectively.

The total short term rent expense for the years ended December 31, 2020 and 2019 amounted to approximately $34,000 and $23,000,

respectively.

Taxes (FASB ASC 740 Income Taxes)

Company’s applies the provisions of FASB ASC 740-10 Uncertainty in Income Taxes.

As a result of the implementation,

there has been no material change to the Company’s tax positions as they have not paid any corporate income taxes due to

operating losses.

With the exception of net operating losses and research and development credits generated in New Jersey, all

tax benefits will likely not be recognized due to the substantial net operating loss carryforwards which will most likely not

be realized prior to expiration.

of December 31, 2020, the Company has approximately $180.8M of Federal net operating loss carryforwards (expiring in the years

2021 through 2038) and $33.7M of Federal net operating loss with no expiration date available to offset future federal taxable

The Company also has approximately $13.1M of New Jersey state net operating loss carryforwards (expiring in 2041) available

to offset future state taxable income and net operating loss carryforwards in Belgium of approximately $2.8M with no expiration.

In December 2020, the Company effectively sold $10,000,000 of its New Jersey state net operating loss carryforward for

the year 2019 for approximately $1,090,000.

In December 2019, the Company effectively sold $8,000,000 of its New Jersey state

net operating loss carryforward for the year 2018 for approximately $776,000.

utilization of certain state net operating loss carryforwards may be subject to annual limitations.

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differences representing net future deductible amounts become deductible.

Due to the uncertainty of the Company’s ability

to realize the benefit of the deferred tax asset, the deferred tax assets are fully offset by a valuation allowance at December

With the exception of net operating losses generated

in New Jersey which can be surrendered for 80% of their values, due to the uncertainty of the Company’s ability to realize

the benefit of the deferred tax asset, the remainder of our deferred tax assets are fully offset by a valuation allowance at December

31, 2020 and 2019.

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Amortization & depreciation

Accrued expenses

Stock compensation

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Deferred tax assets, net

May 2017, the Company entered into a mortgage and note payable agreement with a bridge funding company to obtain a two-year funding

line of up to $4,000,000 secured by the property and assets located at 783 Jersey Avenue, New Brunswick, New Jersey.

borrowed $1,900,000 of the line in monthly advances including accrued interest as of December 31, 2017.

The Company was able to

request future advances in excess of $2,000,000 at the lender’s discretion and be payable in full upon maturity.

paid interest on this note at a fixed rate of 12% per annum for the first 18 months and change to a rate equal to 800 basis points

above the prime rate of interest during the remainder of the term;

however, the interest rate was not to be less than 12% for

the entire term.

The note was interest only and payable monthly through the maturity.

The Company was permitted to prepay the

line without penalty commencing after six months.

The note was paid off on March 16, 2018 in conjunction with the sale leaseback

of the Company’s above property and assets at an amount of $1,956,803, which included all accrued interest and fees (See

also Note 2(c);

Property and Equipment, net and Note 19:

Financing Obligation).

August 5, 2019, the Company issued a Secured Promissory Note (the “CV Note”) with Chicago Venture Partners,

(the “CV”).

The Note has an original principal amount of $2,635,000, bears interest at a rate of 10% per

annum and will mature in 24 months, unless earlier paid in accordance with its terms.

The Company received proceeds of

$1,900,000 after an original issue discount and payment of Lender’s legal fees.

Pursuant to a Security Agreement between

the Company and the Lender, repayment of the Convertible Note is secured by substantially all of our assets other than

its intellectual property.

expense associated with the CV Note was approximately $241,000, for the year ended December 31, 2019, which

included approximately $127,000 associated with the amortization of applicable discounts to the CV Note.

December 5, 2019, the Company issued a secured Promissory Note (the “AS Note”) to Atlas Sciences L.P.

(“AS”).

The AS Note has an original principal amount of $2,175,000, bears interest at a rate of 10% per annum and will mature in 24 months,

unless earlier paid in accordance with its term.

The Company utilized the $1,650,000 of the net proceeds from the AS Note

to pay off in full our obligation to Iliad, an entity with affiliations to AS, pursuant to the IR Note.

Company evaluated the IR Note in accordance with ASC 470, Debt (“ASC 470”) and determined the exchange is considered

an extinguishment of the existing debt and issuance of new debt.

As a result, the Company derecognized the liability and recorded

a loss on the extinguishment of debt of $250,000 which was equal to the difference between the reacquisition price of the debt

and the net carrying amount (amount due at maturity, adjusted for unamortized discounts) of the extinguished debt.

Subsequently,

the AS Note will be recorded in accordance with ASC 470 whereby the Company will record a liability equal to the proceeds

received on December 5, 2019.

conjunction with the financing, the Company used the proceeds to pay the outstanding convertible note.

expense associated with the Note was approximately $37,000 for the year ended December 31, 2019, which included approximately

$19,000 associated with the amortization of applicable discounts to the AS Note.

Convertible Note Payable

tax assets are included within other assets in the accompanying Consolidated Balance Sheets.

The benefits of deferred tax assets

are included within the gain from sale of income tax operating losses in the accompanying Consolidated Statements of Comprehensive

(14) Convertible

September 28, 2018, the Company entered into a $3,170,000 10% Secured Convertible Promissory Note (the “IR Note”)

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of common stock (the “Origination Shares”).

The Company collected $3,000,000 in cash from the Holder during

September 2018 and the remainder $170,000 was retained by the Holder for the Holder’s legal fees of $20,000 for the issuance

of the IR Note and the Original Issue Discount of $150,000.

The Company incurred $210,000 in third-party fees directly attributed

to the issuance of the IR Note.

The Company collected $3,000,000 in cash from the Holder during September

2018 and the remainder $170,000 was retained by the Holder for the Holder’s legal fees of $20,000 for the issuance of the

IR Note and the Original Issue Discount of $150,000.

The Company incurred $210,000 in third-party fees directly attributed to

the issuance of the IR Note.

The Company promised to pay the principal amount, together with guaranteed interest at the annual

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a conversion price of $0.30 per share.

In addition, beginning on March 28, 2019, the IR Note also provides the Holder with

the right to redeem all or any portion of the IR Note (“Redemption Amount”).

The payments of each Redemption Amount

may be made, at the option of the Company, in cash, by converting such Redemption Amount into shares of common stock (“Redemption

In addition, beginning on March 28, 2019, the IR Note also provides the Holder with the

right to redeem all or any portion of the IR Note (“Redemption Amount”).

The payments of each Redemption Amount may

be made, at the option of the Company, in cash, by converting such Redemption Amount into shares of common stock (“Redemption

Conversion Shares”), or a combination thereof.

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The Amendment extends the maturity of the IR Note to September 28, 2020.

In addition, the redemption conversion rates were

revised to a price to be determined by mutual agreement between the Company and the Holder.

In the event that the Company and

the Holder are unable to reach a mutually agreeable price, the Company will be required to pay the applicable redemption amount

In addition, the redemption conversion rates were revised

to a price to be determined by mutual agreement between the Company and the Holder.

In the event that the Company and the Holder

are unable to reach a mutually agreeable price, the Company will be required to pay the applicable redemption amount in cash.

The maximum amount of the IR Note the Lender will be able to redeem in any given calendar month is $300,000.

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As a result, the Company derecognized the liability

and recorded a loss on the extinguishment of debt of $345,000 which was equal to the difference between the reacquisition

and recorded a loss on the extinguishment of debt of $345,000 in 2019 which was equal to the difference between the reacquisition

price of the debt and the net carrying amount (amount due at maturity, adjusted for unamortized discounts) of the extinguished

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equity, adding approximately $1,400,000 to stockholders’

The number of shares issued

in these conversions were 204,246 shares.

In October 2019 and November 2019 respectively, the lender redeemed $300,000 pursuant

to the terms of the modification.

In connection with the IR Note, the Company recorded a gain equal to $127,000 for yearend December

31, 2019 on the Company’s Consolidated Statements of Comprehensive Income (Loss) equal to $582,000 for the year ended December

Refer to Note 14 above in reference to the payoff of the note.

with the proceeds of the AS Note.

expense associated with the IR Note was approximately $224,000 for the year ended December 31, 2019, and $82,000

for the year ended December 31, 2018.

Certain Relationships and Related Transactions

Company has employment agreements with certain of their Executive Officers and has granted such officers and directors options

and warrants to purchase their common stock.

Please see details of these Employment Agreements in Note 11 - Royalties, License

and Employment Agreements.

set forth in Section 3(c)(ii) of his Employment Agreement, Mr.

Equels earned $7,000 and $18,000 for 5% of the Ampligen®

The number of shares issued in

these conversions were 204,246 shares.

In October 2019 and November 2019 respectively, the lender redeemed $300,000 pursuant to

the terms of the modification.

In connection with the IR Note, the Company recorded a gain equal to $127,000 for the year-end

December 31, 2019.

Note Payable.

expense associated with the IR Note was $0 for the year ended December 31, 2020, and $224,000 for the year ended December 31,

August 5, 2019, the Company issued a Secured Promissory Note (the “CV Note”) with Chicago Venture Partners, L.P.

“CV”).

The Note has an original principal amount of $2,635,000, bears interest at a rate of 10% per annum and will

mature in 24 months, unless earlier paid in accordance with its terms.

The Company received proceeds of $1,900,000 after an original

issue discount and payment of Lender’s legal fees.

Pursuant to a Security Agreement between the Company and the Lender,

repayment of the Note is secured by substantially all of our assets other than its intellectual property.

the quarter ending June 30, 2020, the Holder made redemptions of $650,000 reducing the principal to $1,985,000.

On May 29, 2020,

the Company paid off the outstanding CV note consisting of principal of $1,985,000, and accrued interest payable of $220,000.

The net payment of $1,795,000, less the write off of the origination discount of $369,000 and issuance costs of $6,000, resulted

in a gain on extinguishment of $66,000.

expense associated with the CV Note was approximately $116,000, for the year ended December 31, 2020 and was approximately $241,000,

for the year ended December 31, 2019, which included approximately $127,000 associated with the amortization of applicable discounts

to the CV Note.

December 5, 2019, the Company issued a secured Promissory Note (the “AS Note”) to Atlas Sciences L.P.

(“AS”).

The AS Note has an original principal amount of $2,175,000, bears interest at a rate of 10% per annum and will mature in 24 months,

unless earlier paid in accordance with its term.

In conjunction with the AS Note, the Company utilized $1,650,000 of the net proceeds

from the AS Note to pay off in full its obligation to Iliad, an entity with affiliations to AS, pursuant to the IR Note (see Note

Company evaluated the IR Note transaction in accordance with ASC 470, Debt (“ASC 470”) and determined the exchange

is considered an extinguishment of the existing debt and issuance of new debt.

As a result, the Company derecognized the liability

and recorded a loss on the extinguishment of debt of $250,000 which was equal to the difference between the reacquisition price

of the debt and the net carrying amount (amount due at maturity, adjusted for unamortized discounts) of the extinguished debt.

Subsequently, the AS Note was recorded in accordance with ASC 470 whereby the Company recorded a liability equal to the proceeds

received on December 5, 2019.

June 19, 2020, the Company paid off the outstanding AS note which consisted of original principal of $2,175,000, and accrued

interest payable of $122,000 less origination discount of $376,000 and issuance costs of $7,000, with a net note payable of $1,838,000,

including a gain on extinguishment of $76,000.

expense associated with AS Note for the period ending December 31, 2020 was $106,000, and was approximately $37,000 for the year

ended December 31, 2019.

Relationships and Related Transactions

Company has an employment agreement with its Chief Executive Officer and has granted its executive officers and directors options

and warrants to purchase its common stock.

Please see details of these Employment Agreements in Note 11 - Royalties, License and

Employment Agreements.

set forth in Section 3(c)(ii) of his prior employment agreement, Mr.

Equels earned $8,000 and $7,000 for 5% of the Ampligen cost

recovery sales in 2020 and 2019, respectively.

Concentrations of Credit Risk

Concentrations

of Credit Risk

instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash, cash equivalents,

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The Company also has certain warrants with a cash settlement

feature in the unlikely occurrence of a Fundamental Transaction.

The fair value of the redeemable warrants (“Warrants”)

related to the Company’s August 2016, February 2017, June 2017, August 2017, April 2018, and March 2019 common

stock and warrant issuance, are calculated using a Monte Carlo Simulation.

While the Monte Carlo Simulation is one of a number

of possible pricing models, the Company has determined it to be industry accepted and fairly presented the fair value of the Warrants.

As an additional factor to determine the fair value of the Put’s liability, the occurrence probability of a Fundamental

Transaction event was factored into the valuation.

feature in the occurrence of a Fundamental Transaction.

The fair value of the redeemable warrants (“Warrants”) related

to the Company’s August 2016, February 2017, June 2017, August 2017, April 2018, and March 2019 common stock and warrant

issuance, are calculated using a Monte Carlo Simulation.

While the Monte Carlo Simulation is one of a number of possible pricing

models, the Company has determined it to be industry accepted and fairly presented the fair value of the Warrants.

As an additional

factor to determine the fair value of the Put’s liability, the occurrence probability of a Fundamental Transaction event

was factored into the valuation.

Company recomputes the fair value of the Warrants at the issuance date and the end of each quarterly reporting period.

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Company utilized the following assumptions to estimate the fair value of the August 2016 Warrants:

December 31, 2019

December 31, 2018

Underlying price per share

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Company utilized the following assumptions to estimate the fair value of the February 2017 Warrants:

December 31, 2019

December 31, 2018

Underlying price per share

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Company utilized the following assumptions to estimate the fair value of the June 2017 Warrants:

December 31, 2019

Underlying price per share

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Company utilized the following assumptions to estimate the fair value of the August 2017 Warrants:

December 31, 2019

December 31, 2018

Underlying price per share

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Company utilized the following assumptions to estimate the fair value of the April 2018 Warrants:

December 31, 2019

December 31, 2018

Underlying price per share

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Risk-free interest rate

1.59% - 1.65%

Expected holding period

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Company utilized the following assumptions to estimate the fair value of the March 2019 Warrants:

December 31, 2019

Underlying price per share

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table below presents the balances of assets and liabilities measured at fair value on a recurring basis by level within the hierarchy

(in thousands) As of December 31, 2019

(in thousands)

As of December 31, 2020

Marketable securities

Convertible note payable

Redeemable warrants

(in thousands) As of December 31, 2018

(in thousands)

As of December 31, 2019

Marketable securities

Convertible note payable

Redeemable warrants

Redeemable warrant

changes in Level 3 Liabilities measured at fair value on a recurring basis are summarized as follows (in thousands):

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Balance at December 31, 2019

Warrants exercised and cancelled

Warrants issued

Deemed dividend

Fair value adjustments

Balance at December 31, 2020

Convertible debt:

Balance at December 31, 2018

Deferred debt discounts

Payoff of old note payable

New note payable

Fair value of converted shares

Fair value adjustments

Balance at December 31, 2019

Financing Obligation Arising from Sale Leaseback Transaction

Obligation Arising from Sale Leaseback Transaction

March 16, 2018, the Company sold land and a building for $4,080,000 and concurrently entered into an agreement to lease the property

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includes the option to repurchase the property and includes the above attributes, the transaction was accounted for as a financing

transaction whereby the Company debited cash for the amount of cash received and credit financing obligation.

transaction whereby the Company debited cash for the amount of cash received and credited financing obligation.

The Company will

continue to report the property as an asset and the property will continue to be depreciated.

The fair value repurchase option

is accounted for similar to a share appreciation mortgage.

Accordingly, the guidance in ASC 470-30 related to participating mortgage

loans would be applied to the liability.

If the option expires unused, the sale is recognized at that time.

The gain on the sale

would be the excess of the liability (current fair value of the property) over its carrying amount.

If the option is exercised,

the cash payment by the seller-lessee is to pay off the financing obligation.

If the option is exercised, the

cash payment by the seller-lessee is to pay off the financing obligation.

As part of the sale of this building, warrants were

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The warrants cannot be exercised to the extent that any exercise would result in the purchaser

owning in excess of 4.99% of our issued and outstanding shares of common stock.

owning in excess of 4.99% of the Company’s issued and outstanding shares of common stock.

Property and equipment in “Note 7 Stockholders’

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Depreciation on the building will continue until a sale has been recognized.

minimum payments required under the Financing Obligation and the balance of the Finance Obligation as of

31, 2019, are as follows:

minimum payments required under the Financing Obligation and the balance of the Finance Obligation as of December 31, 2020, are

During the Year:

in thousands)

(amount in thousands)

Total of Payments

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Long Term Portion

expense relating to this financing agreement was $67,000 for the year ended December 31, 2019 an $61,000 for the year ended

December 31, 2018.

Subsequent Events

During the first three

months of fiscal 2020, we have generated approximately $25,600,000 in cash.

Approximately $16,712,000 net of commissions, from

stock sales in our EDA with Maxim Group LLC (“Maxim”) and $8,658,000 from the exercise of outstanding warrants from

the September 27, 2019 public offering,

During March 2020, a global pandemic was declared by the World

Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (COVID-19).

The pandemic has significantly

impacted the economic conditions in the U.S., accelerating during the first half of March.

The ultimate impact of the pandemic

on the Company’s results of operations, financial position, liquidity or capital resources cannot be reasonably estimated

at this time.

Because of the ongoing

reaction to the global COVID-19 pandemic, in February the Company joined with ChinaGoAbroad (CGA) to facilitate the entry of Ampligen

into the People's Republic of China (PRC) for use as a potential prophylactic/early-onset therapeutic against COVID-19.

To facilitate

this, the Company entered into a mutual non-disclosure agreements with Shenzhen Smoore Technology Limited and Shanghai Haihong

Group Chaohu C-dragon Pharmaceutical Co.

in March 2020.

expense relating to this financing agreement was $61,000 for the year ended December 31, 2020 an $67,000 for the year ended December

January 2021, the Company entered into a sponsorship agreement with the Centre for Human Drug Research (“CHDR”) for

a proposed clinical study on the safety of the Company’s drug Ampligen as an intranasal therapy.

CHDR, an independent institute

located in Leiden in the Netherlands, will conduct and manage the proposed clinical study, titled “A Phase I, Randomized,

Double-Blind, Placebo-Controlled Study to Evaluate the Safety and Activity of Repeated Intranasal Administration of Ampligen (Poly

I:Poly C12U) in Healthy Subjects.”

The Company is funding the clinical study at a cost of approximately $980,000.

February 2021, the Company completed its At-The-Market (ATM) facility and closed the ATM’s Equity Distribution Agreement

(EDA) with Maxim Group LLC.

February 2021, the Company received formal notification from the European Commission (“EC”) that the European Medicines

Agency (“EMA”) has designated Ampligen as an Orphan Medicinal Product (“OMP”) for treatment of pancreatic

Medications that have an OMP designation by the EMA, once commercially approved in the European Union (“EU”),

receive benefits including up to ten years of protection from market competition from similar medicines with similar active component

and indication for use that are not shown to be clinically superior.

March 2021, the Company entered into employment agreements with Peter Rodino and Ellen Lintal.

The agreements run for three years

and one year, respectively.

Compensation is divided into both short- and long-term compensation.

Short term (cash) compensation

will consist of a base salary of $425,000 and $350,000, respectively.

Rodino and Ms.

Lintal will be awarded a year-end target

bonus based on performance and goals established by the Compensation Committee.

Long term compensation will be provided by 100,000

non-qualified yearly stock options with one-year vesting commencing on November 30, 2021.

In addition, Mr.

Rodino and Ms.

shall each be entitled to awards (“Event Awards”) equal to 1% of the “Gross Proceeds”

from specific

events such as licensing agreements or “therapeutic indication”

(each, an “Event”).

Gross Proceeds means

those cash amounts paid to the Company by the other parties for licensing agreements, therapeutic acquisitions or any other one

time cash generating event.

Therapeutic indications are for example target organ specific pathologically defined cancer indications,

vaccine enhancers, broad spectrum antiviral indications, or medical entities associated with persistent severe fatigue.

Lintal also will each be entitled to an award (an “Acquisition Award”) equal to 1% of the Gross Proceeds,

upon the sale of the Company or substantially all of its assets (an “Acquisition”).

An Event Award or Acquisition

Award shall be paid in cash within 90 days of our receipt of the Gross Proceeds.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures