What changed in this filing

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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-31 · 730 added, 718 removed, 1598 unchanged (48% of the section changed)

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set forth in “Internal Control—Integrated Framework” issued by the COSO.

Regarding Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

On March 28, 2023, our Board approved

an amendment and restatement of the our bylaws (as amended and restated, the “Restated and Amended Bylaws”), effective as

of such date.

The amendments set forth in the

Restated and Amended Bylaws, among other things:

(a) revise procedures and disclosure requirements for stockholders to provide notice

of nominations of directors and the submission of proposals for consideration at meetings of our stockholders including, among other things,

disclosure of specified information about the noticing stockholder(s), any nominees, and persons acting in concert with them, and information

about agreements, arrangements, and understandings between the noticing stockholder(s) and others (including any nominees) relating

to AIM or the proposal or nominations;

(b) clarify the powers of the Board and the chair of a stockholder meeting to establish rules for

the conduct of any meeting of stockholders, as well as the chair’s power to convene, recess, or adjourn the meeting;

procedures related to stockholder and Board actions taken by written consent to more closely reflect delivery mechanisms contemplated

by the General Corporation Law of the State of Delaware (the “DGCL”);

(d) adopt a forum selection bylaw to provide that the

state and federal courts of the State of Delaware shall be the exclusive forum for litigating derivative actions, claims arising under

the DGCL, the certificate of incorporation, or the bylaws, breach of fiduciary duty claims against AIM, its directors or officers, or

claims relating to AIM’s internal affairs, and that the federal courts shall be the exclusive forum for the resolution of claims

under the Securities Act of 1933, as amended;

and (e) make certain administrative, modernizing, clarifying, and conforming changes, including

making updates to reflect recent amendments to the DGCL.

The foregoing summary of the Restated

and Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated and

Amended Bylaws, which is attached hereto as Exhibit 3.7(ii) and incorporated herein by reference.

addition, the Board increased its size to four and appointed Nancy Bryan to fill the new slot, appointed her to a number of Board committees

and reduced compensation to directors.

Please see “ Item 10.

Directors and Executive Officers and Corporate Governance”

and “ Item 11.

Executive Compensation .”

Regarding Foreign Jurisdictions that Prevent Inspections.

and Executive Officers and Corporate Governance.

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

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from Florida State University.

He received his Bachelor of Science, summa cum laude, from Troy University and also obtained his Masters’

He received his Bachelor of Science, summa cum laude, from Troy University and also obtained his Master

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.

Equels is a member of the Board

of Directors of BioFlorida Inc., an life science industry organization representing 6,700 establishments and research organizations in

the biopharmaceutical, medical technology, and bioagriculture sectors that collectively employ 94,000 Floridians.

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.

EQUELS – Director Qualifications:

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Firm, Court-appointed receiver in numerous industries;

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

Experience –legal counsel, General Counsel, CFO and CEO of the company;

● Scientific,

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Mitchell previously served as one of our Directors from 1987 to 1989.

The Board has determined Dr.

Mitchell to be an

Independent Director as required under Section 803(2) of the NYSE:

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

MITCHELL, M.D., Ph.D.

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Experience – 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

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 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;

He was a member

of the Board of Directors of Chronix Biomedical, a company involved in next generation DNA

sequencing for medical diagnostics, until its recent acquisition/merger by the public company,

Oncocyte, and was the former 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;

Experience – Well published medical researcher with extensive investigative experience

on virus and immunology issues relevant to our scientific business;

● Scientific,

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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.

and partner at Appelrouth Farah & Co., P.A.

and, since March 2022, a partner at Citrin Cooperman Advisors, LLP, both Certified Public

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, FINRA Arbitrator, 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

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Expert – over 40 years of accounting and audit experience.

BRYAN was appointed as a director in March 2023.

Bryan is the President and CEO of BioFlorida.

In this role, she leads the

development and execution of strategies to strengthen Florida’s life sciences industry and advance innovative products and technologies

that improve lives.

She has 25 years of experience in the life sciences in commercial positions of increasing responsibility involving

primary care, biologics and specialty markets.

Her experience began with major pharmaceutical companies (MERCK, GlaxoSmithKline) and

progressed to executive leadership positions in specialty pharmaceuticals and smaller, start-up biotech companies (Indevus Pharmaceuticals,

NPS Pharmaceuticals).

She has served on executive leadership teams and played a key role in companies’ successes including marketing,

sales, business development, financing initiatives and investor and PR communications.

Throughout her career, Ms.

Bryan has developed,

launched and commercialized many products including:

blockbusters (Zantac, Levitra), major biologics (Tysabri) and orphan drugs for rare

diseases (Valstar for bladder cancer, Supprelin LA for central precocious puberty) and has established franchises in a wide variety of

therapeutic areas including:

Oncology, Anti-infectives, GI and Autoimmune (MS,CD).

Bryan earned a BA in Economics from the University of Virginia and an MBA from Columbia University.

Academic honors include Phi Beta

Kappa and Beta Gamma Sigma.

Board has determined Ms.

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

American Company Guide and

Rule 10A-3 under the Exchange Act.

BRYAN – Director Qualifications:

Experience – President and CEO of BioFlorida;

served on executive leadership teams

and played a key role in companies’ successes including marketing, sales,

business development, financing initiatives and investor and PR communications;

● Scientific,

Legal or Regulatory Experience – 25 years of experience in the life sciences in commercial

positions of increasing responsibility involving primary care, biologics and specialty markets;

throughout her career, she has developed, launched and commercialized many products, major

biologics and orphan drugs for rare diseases and has established franchises in a wide variety

of therapeutic areas including:

Oncology, Anti-infectives, GI and Autoimmune (MS,CD).

about our Executive Officers

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Equels (discussed above), the following are (or were) our Executive Officers during fiscal 2022:

RODINO III has been a Director since July 2013.

On September 30, 2016, Mr.

Rodino resigned as a member of our Board to permit

RODINO III was a Director from July 2013 until September 30, 2016, at which time he resigned as a member of our Board to permit

him to serve us in a new capacity.

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degree from Seton Hall University.

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.

DICKEY IV, who will become our Chief Financial Officer effective April 4, 2022, has more than 25 years of experience of C-suite financial

DICKEY IV, has been our Chief Financial Officer since April 4, 2022.

Dickey has more than 25 years of experience of C-suite financial

leadership for life science and medical device companies, both private and public, ranging from preclinical development to commercial

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achieving an exit.

He also has international experience, He has expertise in public and private financings, M&A, partnering/licensing

transactions, project management and Chapter 11 reorganizations, as well as interacting with Boards, VC’s, shareholders and Wall

He also has international experience and has expertise in public and private financings, M&A, partnering/licensing

transactions, project management and Chapter 11 reorganizations, as well as interacting with Boards, VCs, shareholders and Wall Street.

Dickey has an MBA from The Wharton School and an AB from Princeton University.

STRAYER, M.D.

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

STRAYER, M.D., has acted as our Medical Director and Chief Scientific Officer since 1986.

He has served as Professor of Medicine

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Committee and Audit Committee Expert

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

and Stewart L.

Mitchell and Mr.

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

Audit Committee of our Board consists of Stewart L.

Appelrouth (Chair) and Dr.

Mitchell, both determined by the Board 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

Appelrouth qualifies as an “audit committee financial expert” as that term is defined by Section 803B(2) of the

American Company Guide and the rules and regulations of the SEC.

On March 28, 2023, Ms.

Bryan was appointed as an additional member of the Audit Committee.

Mitchell and Mr.

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exercise of independent judgment as members of this Committee.

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

The principal functions of the Audit Committee are to (1) assist the Board

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

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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;

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 four times in 2021 with all committee members in attendance.

(2) select the

independent registered public accounting firm, oversee the work of the independent registered public accounting firm, pre-approve all

auditing services of the independent registered public accounting firm and evaluate the independent registered public accounting firm’s

qualifications, independence and performance;

(3) prepare the reports or statements as may be required by NYSE American or the securities

(4) 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;

(5) discuss the financial statements and reports with

management and the independent registered public accounting firm, including critical accounting policies and practices, our disclosures

in our Annual Report and any significant financial reporting that arose in the preparation of the audited financial statements;

oversee the Disclosure Control Committee.

The Audit Committee is authorized to engage independent counsel and other advisors as it deems

Audit Committee formally met six times in 2022 with all committee members in attendance.

Our General Counsel and Chief Financial Officer

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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 three times in 2021.

Controls Committee (“DCC”)

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;

David Strayer,

Medical Director and Chief Scientific Officer;

Jodie Pelz, 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

www.aimimmuno.com in the “Investor Relations” tab under “Corporate Governance.” The DCC actively met

on numerous occasions in 2021.

The SAB did not meet in 2022,

Controls Committee

Disclosure Controls Committee (“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.

The DCC is responsible

for (1) implementing, monitoring and evaluating our disclosure controls and procedures;

(2) reviewing and evaluating our interactions

with the FDA and other similar regulatory bodies;

and (3) reviewing with the Audit Committee our earnings and other press releases and

periodic reports and proxy statements that are to be filed with the SEC.

Robert Dickey, our CFO, is the DCC’s Investor Relations

Coordinator and Chair.

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

Directors, Dr.

David Strayer, Chief Scientific Officer, Diane Young, our Clinical Project Manager, Jodie Pelz, our Director of Finance,

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.” The DCC actively met on numerous occasions in 2021.

DCC actively met on numerous occasions in 2022.

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

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 at www.aimimmuno.com

in the “Investor Relations” tab under “Corporate Governance”.

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 chair of the Committee, and is a member 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 2022.

On March 28, 2023, Ms.

Bryan was appointed as an additional

member of this committee.

Governance and Nomination Committee

Corporate Governance and Nomination Committee consists of Dr.

Mitchell (Chair) and Director, and Mr.

In 2022, the Corporate Governance and Nomination Committee met three times.

All committee members were in attendance for the

On March 28, 2023, Ms.

Bryan was appointed as an additional member of this committee.

of the members of the Committee meet the independence standards contained within the NYSE American Company Guide and AIM’s Corporate

Governance Guidelines.

The full text of the Corporate Governance and Nomination Committee Charter as well as the Corporate Governance

Guidelines, are available on our website:

https://aimimmuno.com/corporate-governance/.

Corporate Governance and Nomination Committee is responsible for (1) assisting the Board in identifying, recommending, assessing, recruiting

and selecting candidates to serve as members of the Board, including in connection with filling vacancies;

(2) assisting the Board in

developing criteria for identifying and selecting individuals for nomination to the Board;

(3) advising the Board with respect to the

Board’s composition, procedures and committees;

(4) reviewing, assessing and recommending appropriate Corporate Governance Guidelines;

(5) reviewing the charter of each committee of the Board and recommending to the Board the number, identity and responsibilities of each

(6) reviewing our business practices as they relate to preserving our good reputation;

(7) developing and recommending to

the Board procedures for succession planning for our executives and continuity of the Board;

and (8) assessing the effectiveness of the

Board in meeting the long-terms interest of the stockholders.

The Committee is authorized to retain search firms and other consultants

to assist it in identifying candidates and fulfilling its other duties.

who wish to suggest qualified candidates should write to the Corporate Secretary, AIM ImmunoTech Inc., 2117 SW Highway 484, Ocala, Florida

34473, stating in detail the qualifications of such persons for consideration by the Committee.

Director candidates should demonstrate

the qualifications, experience and skills for Board members which are important to AIM’s business and its future, as outlined in

Proposal 1 below.

aspire to the highest standards of ethical conduct;

reporting results with accuracy and transparency;

and maintaining full compliance

with the laws, rules and regulations that govern our business.

AIM’s Corporate Governance Guidelines embody many of our policies

and procedures which are at the foundation of our commitment to best practices.

The guidelines are reviewed annually and revised if deemed

necessary, to continue to reflect best practices.

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

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

Executive Compensation.

Compensation.

DISCUSSION AND ANALYSIS

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

Lintal, Chief Financial Officer (“CFO”);

Dickey IV, Chief Financial Officer (“CFO”);

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

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

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

November 2020, we entered into an employment agreement with Thomas Equels, the agreement runs for five years with a base salary of $850,000.

Equels will be awarded a year end target bonus of $350,000.

In March 2021, subsequent to the fiscal year ended December 31, 2020,

we entered into employment agreements with Peter Rodino.

The agreement runs for three years, respectively.

Compensation is divided into

both short- and long-term compensation.

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

Rodino will be

awarded a year-end target bonus based on performance and goals established by the Compensation Committee.

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In addition, Mr.

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.

Rodino and Ms.

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.

Rodino will be be entitled to awards (“Event Awards”) equal to 3% for Mr.

Equels and 1% for Mr.

Rodino of the “Gross

Proceeds” from specific events such as Acquisitions, 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 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.

Rodino also will each be entitled to an award (an “Acquisition Award”) equal to 3% for Mr.

Equels and 1% for Mr.

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.

On March 2022, the Company entered into

a consulting agreement with Foresite Advisors, LLC, a company wholly-owned by Robert Dickey IV, for $375 an hour pursuant to which Mr.

Dickey will serve as our new Chief Financial Officer effective April 4, 2022.

of Compensation Committee

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Revenue Code”):

William Mitchell, M.D.

William Mitchell, M.D., Ph.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 us.

The full text of

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

On March 28, 2023, Ms.

Bryan was appointed as an additional member of this committee.

Compensation Committee oversees implementation and administration of our compensation and employee benefits programs with the goal of

attracting, retaining and motivating executives and officers, as well as other employees, to improve their performance and our financial

In that regard, the Compensation Committee (1) reviews and approves corporate goals and objectives relevant to compensation;

(2) evaluates the performance and compensation of our officers and executives and reviews the compensation of all other non-officer executives

that are considered highly paid;

(3) reviews and approves employment agreements, severance agreements, change of control agreements,

deferred compensation agreements, perquisites and similar compensation arrangements of our executive officers;

(4) makes recommendations

to the Board on the compensation of non-employee members of the Board;

(5) administers our incentive and equity-based compensation plans,

including, approving the grant of equity awards under such plans, reviewing such plans and making recommendations to the Board regarding

the adoption, amendment or termination of such plans;

(6) selects and determines the fees and scope of work of its compensation consultants;

and (7) reviews our compensation strategy to assure that it continues to advance our objectives and promote stockholder value.

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”.

Committee formally met three times in 2021 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.

Committee formally met four times in 2022 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 2021 Annual Meeting of Stockholders, the Stockholders did not approve the annual, non-binding advisory vote on Executive

the November 2022 Annual Meeting of Stockholders, the Stockholders did not approve the annual, non-binding advisory vote on Executive

Compensation.

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following table provides information on the compensation during the fiscal years ended December 31, 2022 and 2021 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.

Chief Executive Officer, Peter Rodino our Chief Operating Officer, General Counsel and Secretary, Robert Dickey IV our Chief Financial

Officer and Ellen Lintal, our former Chief Financial Officer.

Compensation Table

Name & Principal Position

Incentive Plan

Salary / Fees $ (2)

Stock Awards $

Non-Equity Incentive Plan Compensation $

Change in Pension Valued and NQDC Earnings $

All Other Compensation $

Thomas K Equels

CEO & President (2)3

Former CFO (4)(7)

Robert Dickey IV

COO, General Counsel

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401(k) Matching Funds

Dickey’s All Other Compensations consists of:

Life & Disability Insurance

Healthcare Insurance

Car Expenses/Allowance

401(k) Matching Funds

Rodino’s All Other Compensations consists of:

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401(k) Matching Funds

Equity Awards at

Fiscal Year End

Unexercisable

April 4, 2022, the Company entered into a consulting agreement with Ms.

Lintal, who stepped

down as the Company’s Chief Financial Officer on April 4, 2022.

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 (#)

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 (#)

Equity Incentive Plan Awards:

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

Thomas K Equels

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Executive Officer

Former Chief Financial Officer

Robert Dickey IV

Chief financial Officer

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a change in control or termination not for cause.

Rodino and Ms.

Lintal are not covered by an employment severance agreement and

Rodino and Mr.

Dickey are not covered by an employment severance agreement and

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

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Vested (1) ($)

Continuation of

Medical Benefits

Continuation of Medical Benefits

Involuntary (no cause)

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Termination by employee or retirement

Robert Dickey IV

Involuntary (no cause)

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plans or arrangements at December 31, 2022.

The amounts assume a January 3, 2022 termination date regarding base pay and use of the opening

price of $0.97 on the NYSE American for our common stock at that date.

Severance Pay

The amounts assume a January 3, 2023, termination date regarding base pay and use of the

opening price of $0.32 on the NYSE American for our common stock at that date.

Aggregate Severance Pay ($)

Stock (4) (5) ($)

Award (5) ($)

$ 6,076,000 (1)

Acceleration and Vesting of Supplemental Award (5) ($)

$ 5,208,000 (1)

Robert Dickey IV

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

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(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.

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”)

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to our Company.

Equels’ 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.

Equels’ 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.

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.

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Name and Title of Director

Incentive Plan

As Director $

Vice Chairman

Fees Earned or Paid in Cash $

Stock Award $

Option Award $

Non-Equity Incentive Plan Compensation $

Change in Pension Value & Nonqualified Deferred Compensation Earnings $

All Other Compensation As Director $

Executive Vice Chairman

Chairman of the Board

March 2023, the Board reduced annual cash compensation from $182,462 to $125,000 to make room for more Board members.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table sets forth as of March 25, 2022, the number and percentage of outstanding shares of Common Stock beneficially

following table sets forth as of March 25, 2023, the number and percentage of outstanding shares of Common Stock beneficially owned by:

person, individually or as a group, known to us to be deemed the beneficial owners of five

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number of shares of Common Stock at March 24, 2023 was ~48,407,326.

and Address of Beneficial Owner

Name and Address of

Beneficial Owner

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

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Appelrouth, Director*

Lintal, Chief Financial Officer*

directors and executive officers as a group(5 persons)

Equels, shares beneficially owned include

656,888 shares issuable upon exercise of options and excludes 300,000 shares issuable upon exercise of options not vested or not

exercisable within the next 60 days.

Rodino, shares beneficially owned include 94,902 shares issuable upon exercise of options and excludes 150,000 shares

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

Mitchell, shares beneficially owned include 80,062 shares issuable upon exercise of options and excludes 100,000

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 190 shares owned by family trusts.

Robert Dickey IV, Chief Financial Officer*

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

** Less than 1%

Equels, shares beneficially owned include 955,563 shares issuable upon exercise of options and excludes 300,000 shares issuable

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

Rodino, shares beneficially owned include 244,902 shares issuable upon exercise of options and excludes 100,000 shares issuable

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

Mitchell, shares beneficially owned include 179,874 shares issuable upon exercise of options and excludes 50,000 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 190 shares owned by family trusts.

Appelrouth, shares beneficially owned include 89,599 shares issuable upon exercise of options and excludes 50,000 shares issuable

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

Lintal, shares beneficially owned include

75,023 shares issuable upon exercise of options and excludes 150,000 shares issuable upon exercise of options not vested or not

exercisable within the next 60 days.

Dickey IV, shares beneficially owned include 50,000 shares issuable upon exercise of options.

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

of our equity com pensation plans as of December 31, 2021:

of our equity compensation plans as of December 31, 2021:

Plan Category

Securities to be

available for

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Equity compensation plans approved by security holders:

Equity compensation plans not approved by security

Equity compensation plans not approved by security holders:

Certain Relationships and Related Transactions, and Director Independence.

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Principal Accountant Fees and Services.

To be updated

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

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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 reports

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333-229051) filed February 6, 2019).

Amended and Restated By-Laws of Registrant (incorporated by reference to exhibit 3.1 to the Company’s Current report on Form 8-K (No.

000-27072) filed June 10, 2016).

Amended and Restated By-Laws of Registrant.*

certificate representing our Common Stock (incorporated by reference to exhibits of the Company’s Registration Statement on

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001-27072) filed November 14, 2017).

Amended and Restated Rights Agreement, dated as of November 9, 2022, between the Company and American Stock Transfer & Trust Company LLC.

(incorporated by reference to exhibit 4.4 to the Company’s Registration Statement on Form 8-A12B (No.

001-27072) filed November 14 2022 )

Amended and Restated Rights Agreement, dated as of February 9, 2023, between the Company and American Stock Transfer & Trust Company LLC.

(incorporated by reference to exhibit 1 to the Company’s Registration Statement on Form 8-A12B (No.

001-27072) filed February 10, 2023)

Form of Indenture filed with Form S-3 Universal Shelf Registration Statement (incorporated by reference to exhibit 4.4 to the Company’s Form S-3 Registration Statement (No.

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000-27072) for the period ended September 30, 2021)

1, 2022 Consulting Agreement with Foresite Advisors, LLC pursuant to which Robert Dickey

IV will serve as the Company’s Chief Financial Officer (Portions of this agreement

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

24, 2022 Consulting Agreement with Ellen Lintal (Portions of this agreement have been redacted in compliance with Regulation

S-K Item 601(b)(10))

March 1, 2022 Consulting Agreement with Foresite Advisors, LLC pursuant to which Robert Dickey IV will serve as the Company’s Chief Financial Officer (Portions of this agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)) (incorporated by reference to exhibit 10.78 to the Company’s Annual report on Form 10-K (No.

001-27072) for the year ended December 31, 2021).

March 24, 2022 Consulting Agreement with Ellen Lintal (Portions of this agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)).

March 1, 2022 Amendment to Clinical Trial Agreement with hVIVO Services Ltd dated September 27, 2021.

(incorporated by reference to exhibit 10.80 to the Company’s Annual report on Form 10-K (No.

001-27072) for the year ended December 31, 2021).

March 3, 2022 Agreement of Sale and Purchase with Acellories, Inc for sale of 783 Jersey Avenue, New Brunswick, NJ building.

(incorporated by reference to exhibit 10.81 to the Company’s Annual report on Form 10-K (No.

001-27072) for the year ended December 31, 2021).

March 8, 2022 Change order to Master Service Agreement with Pharmaceutics International Inc.

as a Fill & Finish provider for Ampligen.

January 16, 2021 Letter from MBAF (incorporated by reference to exhibit 10.1 to the Company’s Current report on Form 8-K (No.

(incorporated by reference to exhibit 10.82 to the Company’s Annual report on Form 10-K (No.

001-27072) for the year ended December 31, 2021).

April 7, 2022 Project Work Order with Amarex Clinical Research LLC.to manage Phase 2 clinical trial in advanced pancreatic cancer patients (Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)) (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K (No.

001-27072) filed April 12, 2022).

June 13, 2022 Project Work Order with Amarex Clinical Research LLC.

for a Randomized Double Blind, Placebo Controlled study to Evaluate the Efficacy and Safety of Ampligen in Patients with Post Covid Conditions (Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)) (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K (No.

001-27072) filed June 17, 2022).

June 16, 2022 Lease agreement entered into with New Jersey Economic Development Authority for 5,210 square-foot R&D facility at the New Jersey Bioscience Center (incorporated by reference 10.1 to the Company’s Current Report on Form 8-K (No.001-27072) filed June 21, 2022).

June 27, 2022 First Amendment to Agreement of Sale and Purchase with Acellories, Inc.

(incorporated by reference 10.86 to the Company’s Quarterly report on Form 10-Q (No.

000-27072) for the period ended June 30, 2022 filed August 15, 2022).

August 2, 2022 Second Amendment to Agreement of Sale and Purchase with Acellories, Inc.

(incorporated by reference 10.87 to the Company’s Quarterly report on Form 10-Q (No.

000-27072) for the period ended June 30, 2022 filed August 15, 2022).

August 10, 2022 Termination agreement with Shenzhen Smoore Technology Limited (incorporated by reference 10.88 to the Company’s Quarterly report on Form 10-Q (No.

000-27072) for the period ended June 30, 2022 filed August 15, 2022).

October 5, 2022 Lease extension for Riverton office (incorporated by reference 10.4 to the Company’s Quarterly report on Form 10-Q (No.

001-27072) for the period ended September 30, 2022 filed November 14, 2022).

October 11, 2022 Material Transfer and Research Agreement with University of Pittsburgh (portions of this agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)) (incorporated by reference 10.5 to the Company’s Quarterly report on Form 10-Q (No.

001-27072) for the period ended September 30, 2022 filed November 14, 2022).

October 21, 2022 Material Transfer and Research Agreement with University of Pittsburgh (portions of this agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)) (incorporated by reference 10.6 to the Company’s Quarterly report on Form 10-Q (No.

001-27072) for the period ended September 30, 2022 filed November 14, 2022).

October 21, 2022 Fourth Amendment to Agreement of Sale and Purchase with Acellories, Inc )) (incorporated by reference 10.7 to the Company’s Quarterly report on Form 10-Q (No.

001-27072) for the period ended September 30, 2022 filed November 14, 2022).

December 5, 2022 Master Service Agreement between Sterling Pharma Solutions Limited and AIM ImmunoTech Inc*.

January 13, 2023 Study Support Agreement with Erasmus University Medical Center Rotterdam (portions of this agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)) *

13, 2023 Co-ordination Agreement with Erasmus University Medical Center Rotterdam and AstraZeneca BV (portions of this agreement have been redacted in compliance with Regulation S-K Item 601(b)(10))*

March 1, 2023 Extension Agreement with Foresite Advisors LLC*

List of Subsidiaries*

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and (iv) Notes to Condensed Consolidated Financial Statements.

Filed herewith.

Financial Statement Schedules

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Stewart L Appelrouth

Ellen M Lintal E

Robert Dickey IV

Financial Officer

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(the “Company”) as of December 31, 2022

and 2020, the related consolidated statements of comprehensive loss, changes in stockholders’ equity, and cash flows for

each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

and 2021, the related consolidated statements of comprehensive loss, stockholders’ equity, and cash flows for each of the two years

in the period ended December 31, 2022, 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, 2021 and 2020, and the results of its operations and its cash flows for each of the years then ended , in

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

at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended December

31, 2022 , in conformity with accounting principles generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

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The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

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.

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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 separate opinions on the critical audit matter or on the accounts

or disclosures to which it relates.

of the fair value of redeemable warrants

of 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 separate opinions on the critical audit matter or on the accounts or

disclosures to which it relates.

discussed in Note 15 to the consolidated financial statements, the Company has certain redeemable warrants issued in conjunction with

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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 comprehensive

As of December 31, 2021, the fair value of the redeemable warrants was approximately $35,000.

Subsequent changes in the fair value of the redeemable warrants are recorded in the consolidated statement of comprehensive loss.

estimated fair value of the redeemable warrants was approximately $0 as of December 31, 2022.

identified the calculation of the fair value of the redeemable warrants as a critical audit matter.

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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.

management’s process for developing the fair value estimate by analyzing significant assumptions

used in the calculation, including the probability of a Fundamental Transaction.

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.

volatility range, including independent development of the equity volatilities, considering

the daily historical stock price volatility information.

/s/ BDO USA, LLP

have served as the Company’s auditor since 2021.

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Funds receivable from New Jersey net operating loss

Accounts receivable

Prepaid expenses and other current assets

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Patent and trademark rights, net

Marketable securities, long term

LIABILITIES AND STOCKHOLDERS’ EQUITY

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Current portion of operating lease liability

Current portion of financing obligation

Total current liabilities

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Operating lease liability

Financing obligation arising from sale leaseback transaction (Note 17)

Redeemable warrants

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Series B Convertible Preferred Stock, stated value $ 1,000 per share, issued and outstanding 696 and 715 , respectively

Common Stock, par value $ 0.001 per share, authorized 350,000,000 shares;

issued and outstanding 47,994,672 and 42,154,371 , respectively

Common Stock, par value $ 0.001

per share, authorized 350,000,000

issued and outstanding 48,084,287 and

47,994,672 , respectively

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit

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Clinical treatment programs – US

Clinical treatment programs - Europe

Total Revenues

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Operating loss

Gain (loss) on investments

Loss on investments

Interest expense and other finance costs

Extinguishment of financing obligation and note payable

Interest and other income

Extinguishment of financing obligation

Gain on sale of fixed assets

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Common Stock issuance, net of costs

Warrant modification

Equity based compensation

Shares issued to pay accounts payable

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Common Stock issuance, net of costs

Shares issued for:

Common stock issuance, net of costs

Warrant modification

Equity-based compensation

Shares issued to pay accounts payable

Series B preferred shares converted to Common shares

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$ ( 380,546 )

accompanying notes to consolidated financial statements.

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Redeemable warrants valuation adjustment

Abandonment of patents and trademarks

Gain on sale of fixed assets

Allowance for bad debt recovery

Warrant modification

Extinguishment of financing obligation and note payable

Extinguishment of financing obligation

Amortization of patent, trademark rights

Changes in ROU assets

Inventory write-off

Impairment of plant property equipment and other assets

Gain from sale of income tax operating losses

Loss (gain) from sale of income tax operating losses

Equity-based compensation

Realized gain (loss) on sale of marketable securities

Loss on sale of marketable securities

Amortization of finance and debt issuance costs

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Accounts payable

Accrued interest expense

Accrued expenses

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Purchase of patent and trademark rights

Net cash used in investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities:

Financing obligation payments

Payoff of note payable

Payoff of financing obligation

Proceeds from sale of stock, net of issuance costs

Net cash provided by financing activities

Net (decrease) increase in cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of period

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Stock issued to settle accounts payable

Unrealized loss on marketable securities

Conversion of Series B preferred

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as a treatment for myalgic encephalomyelitis/chronic fatigue syndrome (“ME/CFS”)

and what we refer to as Post-COVID-19 Cognitive Impairment.

some two years after COVID-19 first appeared, the world has a number of vaccines and some promising therapeutics.

AIM’s quest to

prove the antiviral activities of Ampligen continues.

If Ampligen has the broad-spectrum antiviral properties that the Company believes

that it has, it could be a very valuable tool in treating variants of existing viral diseases, including COVID-19, or novel ones that

arise in the future.

Unlike most developing therapeutics which attack the virus, Ampligen works differently.

AIM believes that it activates

antiviral immune system pathways that fight not just a particular virus or viral variant, but other similar viruses as well.

and what we refer to as Post-COVID-19 chronic fatigue-like conditions.

N Injection is approved in Argentina for a category of sexually transmitted disease infections and patients that are not responsive or

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interferon in Argentina.

Company recently announced the sale of its 30,000

facility at 783 Jersey

Ave, New Brunswick, N.J., where it conducts testing and has produced limited quantities of active pharmaceutical ingredients (“API”)

for its products.

While the Company believes it has sufficient API to meet its current needs, it is also continually exploring new opportunities

to maximize its ability to fulfill future needs.

AIM’s current and active production plan is to shift to the utilization of Contract

Manufacturing Organizations (“CMO”), while maintaining on-site teams for Quality Control (QC), Quality Assurance (QA), Research

& Development (R&D), bench and small-batch manufacturing.

Company recently sold its 30,000 sq.

facility at 783 Jersey Ave, New Brunswick, N.J., where it conducted testing and had produced

limited quantities of active pharmaceutical ingredients (“API”) for its products.

While the Company believes it has sufficient

API to meet its current needs, it is also continually exploring new opportunities to maximize its ability to fulfill future needs.

current and active production plan is to shift to the utilization of Contract Manufacturing Organizations (“CMO”), while

maintaining on-site teams for Quality Control (QC), Quality Assurance (QA), Research & Development (R&D), bench and small-batch

manufacturing.

(See Note 2c Property and Equipment, net)

(2) Summary of Significant Accounting Policies

Cash and Cash Equivalents

and Cash Equivalents consist of cash and money market accounts and total $ 32,093,000 and $ 38,501,000 at December 31, 2021 and 2020, respectively.

Marketable Securities

securities consist of mutual funds and debt securities.

Cash, Cash Equivalents and Marketable Securities

Cash Equivalents and marketable securities total $ 34,190,000

and $ 48,268,000

at December 31, 2022 and 2021, respectively.

Marketable securities consist of mutual funds.

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

income, gains and losses are determined by the specific identification method.

Property and Equipment, net

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Depreciation and amortization are computed using the straight-line method over the estimated useful

lives of the respective assets, ranging from three to thirty-nine years.

Depreciation expense for the years ending December 31, 2021

and December 31, 2020 was $ 659,000 and $ 665,000 , respectively.

During the fourth quarter of 2021, the Company

made a strategic shift on in-house manufacturing.

In accordance with its accounting policy discussed in item (l) within this footnote,

the Company recorded an impairment of the facility in the amount of $ 1,779,000 for the year ending December 31, 2021.

(See Note 16 Fair

Value and Note 18 Subsequent Events).

lives of the respective assets, ranging from three to ten years .

Depreciation expense for the years ending December 31, 2022 and December

31, 2021 was $ 38,000 and $ 659,000 , respectively.

Company made a strategic shift on in-house manufacturing and recorded an impairment of the facility in the amount of $ 1,800,000

during the year ended December 31, 2021.

During the period ending March 31, 2022, the Company reported assets held for sale related

to the pending sale of the manufacturing facility located at 783 Jersey Avenue (See Note 15 Fair Value).

The Company sold the

manufacturing facility on November 1, 2022.

Patent and Trademark Rights, net

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life of 17 years .

The Company reviews its patents and trademark rights periodically to determine whether they have continuing value or

their value has become impaired.

Such review includes an analysis of the patent and trademark’s ultimate revenue and profitability potential.

The Company reviews its patents and trademark rights periodically to determine whether they have continuing value,

or their value has become impaired.

Such review includes an analysis of the patent and trademark’s ultimate revenue and profitability

Management’s review addresses whether each patent continues to fit into the Company’s strategic business plans.

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and trademark valuations, stock-based compensation calculations, building valuation, fair value of warrants, and contingency accruals.

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

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

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

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

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.

The Company has no intention of

taking advantage of other benefits.

The Company accounts for

revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (“Topic 606”),

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;

Company accounts for revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers

(“Topic 606”), 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.

revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five

(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.

The Company 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

(iii) determine the transaction

(iv) allocate the transaction price to the performance obligations in the contract;

and (v) recognize revenue when (or as) the

entity satisfies a performance obligation.

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.

from the sale of Ampligen under cost recovery clinical treatment protocols approved by the FDA is recognized when the product is shipped.

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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

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

Recent Accounting Standards and Pronouncements

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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.

August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and

Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”) .

ASU 2020-06 reduces the number

of models used to account for convertible instruments, amends diluted EPS calculations for convertible instruments, and amends the requirements

for a contract (or embedded derivative) that is potentially settled in an entity’s own shares to be classified in equity.

The amendments

add certain disclosure requirements to increase transparency and decision-usefulness about a convertible instrument’s terms and features.

Under the amendment, the Company must use the if-converted method for including convertible instruments in diluted EPS as opposed to

the treasury stock method.

ASU 2020-06 is effective for annual reporting periods beginning after December 15, 2023.

Early adoption is

allowed under the standard with either a modified retrospective or full retrospective method.

The Company early adopted ASU 2020-06 on

January 1, 2021 using the modified retrospective method.

As a result of Management’s evaluation, the adoption of ASU 2020-06 did

not have a material impact on the consolidated financial statements.

December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes (“ASU 2019-12”),

which eliminates certain exceptions to the existing guidance for income taxes related to the approach for intra-period tax allocations,

the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences.

This ASU also simplifies the accounting for income taxes by clarifying and amending existing guidance related to the effects of enacted

changes in tax laws or rates in the effective tax rate computation, the recognition of franchise tax and the evaluation of a step-up

in the tax basis of goodwill, among other clarifications.

ASU 2019-12, which the Company adopted during the first quarter of 2021, did

not have a material effect on the Company’s consolidated financial statements.

We have evaluated the impact of adoption of this ASU on our financial condition, results of operations and cash flows,

and, as such, have determined that the adoption of the new standard is not applicable and has no impact 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

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of estimated forfeitures.

Accounts Receivable

Concentration

of credit risk, with respect to accounts receivable, is limited due to the Company’s credit evaluation process.

The Company does

not require collateral on its receivables.

The Company’s receivables were zero and $ 34,000 , as of December 31, 2021, and 2020,

respectively.

Common Stock Per Share Calculation

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As of December 31, 2022, and December 31, 2021, the

Company held $ 16,175,000 and

$ 15,877,000 in

mutual funds and debt and equity securities, respectively.

Company held $ 7,137,000 and $ 16,175,000 in mutual funds.

Funds classified as available for sale consisted of:

Schedule of Available for Sale

of Available of Sale

December 31, 2022

(in thousands)

of Equity Securities

Schedule of Equity Securities

December 31, 2022

Net losses recognized during the period on

equity securities

Net gains and losses recognized during the period

on equity securities sold during the period

Unrealized gains and losses recognized during the reporting

period on equity securities still held at the reporting date

Securities classified as available for sale consisted of:

Schedule of Available for Sale

Marketable Securities

Treasury notes

Government mortgage backed securities

Corporate bonds

(in thousands)

Less than 12 Months

12 Months or More

Gains (Losses)

Treasury notes

Government mortgage backed securities

Corporate bonds

realized gain recognized during 2021 was $ 11,000 and gross realized (loss) of $ 1,000 during 2020.

Patents, Trademark Rights ,

of Patents, Trademark Rights

Net losses recognized during the period on equity securities

Net gains and losses recognized during the period on equity securities sold during the period

Unrealized gains and losses recognized during the reporting period on equity securities still held at the reporting date

Funds classified as available for sale consisted of:

December 31, 2021

(in thousands)

December 31, 2021

(in thousands)

Net losses recognized during the period on equity securities

Net gains and losses recognized during the period on equity securities sold during the period

Unrealized gains and losses recognized during the reporting period on equity securities still held at the reporting date

Patents, and Trademark Rights, Net

Schedule of Patents, Trademark Rights

December 31, 2020

and trademarks are stated at cost and are amortized using the straight-line method of the estimated useful life of 17 years.

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.

December 31, 2021

December 31, 2022

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 .

described in Note 2, the Company reviews its patents and trademark rights periodically to determine whether they have continuing value,

or their value has become impaired.

Since the Company is a pre-revenue entity that is currently undergoing clinical trial for its products,

it has current and historical operating and cash flow losses.

The Company requires, and will continue to require, the commitment of substantial

resources to develop its products, and, as of December 31, 2022, the Company’s accumulated deficit is approximately $ 380.6 million.

360, Property, Plant and Equipment, specifies that a long-lived asset (or asset group) shall be tested for recoverability whenever events

or changes in circumstances indicate that its carrying amount may not be recoverable.

A current period operating, or cash flow loss combined

with a history of operating or cash flow losses associated with the use of a long-lived asset was identified by the Company as the triggering

event to assess whether impairment indicators are present for the Company’s long-lived assets, including the patents and trademark

In connection therewith, the Company engaged an outside third party to provide a valuation for the impairment of the Company’s

long-lived assets, including the patents and trademark rights.

Based upon the analysis performed, there is no impairment to the Company’s

long-lived assets as of December 31, 2022.

of patents and trademarks for each of the next five years is as follows:

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expenses at December 31, 2022 and 2021 consist of the following:

Schedule of Accrued Expenses

Accrued Expenses

(in thousands)

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Other expenses

Accrued expenses

Stockholders’ Equity

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The Series B Convertible

Preferred Stock shall no voting Rights.

Preferred Stock have no voting Rights.

to a registration statement relating to a rights offering declared effective by the SEC on February 14, 2019, AIM distributed to its

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converted into common stock.

Common Stock and Equity Finances

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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for a sixty-day period commencing upon the date that the NYSE American approved the Company’s Supplemental Listing Application.

The Company issued 10,730 shares of its common stock at a price of $ 2.33 for a total of $ 25,000 under this plan.

When this plan expired,

the board of directors approved subsequent similar $ 500,000 plans for all directors, officers and employees to buy Company shares

from the Company at the market price.

Subsequent plans were approved by the board of directors upon the expiration of prior plans.

latest plan was approved by the board of directors on September 14, 2021.

the fiscal year ended December 31, 2020, the Company issued a total of 27,501 shares of its common stock at prices ranging from $ 1.72

to $ 2.03 for a total of $ 50,000 .

the twelve months ended December 31, 2021, the Company issued a total of 132,238 shares of its common stock at prices ranging from $ 1.16

to $ 2.35 for a total of $ 205,000 .

The Company created successive new plans following the expiration of the plan.

From July 2020 through December 31, 2022 and during the

fiscal years ended December 31, 2021 and 2022, the Company issued 132,238 and 86,817 shares of its common stock at prices ranging from

$ 1.16 to $ 2.35 ;

from $ 0.76 to $ 1.02 /per share under these plans.

The latest plan was approved by the board of directors

in January 2023.

September 27, 2019, the Company closed a public offering underwritten by A.G.P./Alliance Global Partners, LLC (the “Offering”)

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Warrants”), and (iii) warrants to purchase up to an aggregate of 8,888,860 shares of Common Stock (the “Warrants”).

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

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 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 8,873,960 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.

The Pre-Funded Warrants and Warrants were sold at a combined Offering price of $ 0.899 , less underwriting discounts and

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 8,873,960 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.

As of December 31, 2022, there are 15,000 Warrants outstanding.

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years with a vesting period of one year.

During fourth quarter of 2021, 613,512 options were issued to employees with an exercise price

range of $ 1.11 to $ 1.71 for a period of ten years with a vesting period of one year .

During 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 .

During the fiscal year ending December 31, 2022, 850,000 options were issued to employees with

an exercise price range of $ 0.31 to $ 1.71 for a period of ten years with a vesting period of one year.

During fourth quarter of 2021,

613,512 options were issued to employees with an exercise price range of $ 1.11 to $ 1.71 for a period of ten years with a vesting period

of December 31, 2022, and 2021, there were 48,084,287 and 47,994,672 shares outstanding, respectively.

Equity Financings

Common Stock Options and Warrants

Stock Options

Equity Incentive Plan of 2009, 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 Equity Incentive Plan of 2009.

Unless sooner terminated, the Equity Incentive Plan of 2009 will

continue in effect for a period of 10 years from its effective date.

2018 Equity Incentive Plan, effective September 12, 2018, authorizes the grant of (i) Incentive Stock Options, (ii) Nonstatutory Stock

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will continue in effect for a period of 10 years from its effective date.

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.

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.

Equity Incentive Plans of 2018 are administered by the Board of Directors.

The Plans provide for awards to be made to such Officers,

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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.

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 granted were estimated based on the following weighted average assumptions:

Schedule of Options and Equity Estimated Based on Weighted Average Assumptions

Ended December 31,

interest rate

dividend yield

average grant date fair value for options issued

Options and Equity Estimated Based on Weighted Average Assumptions

Year Ended December 31,

Risk-free interest rate

1.74 % - 3.88 %

0.66 % - 1.23 %

Expected dividend yield

Expected life

Expected volatility

98.43 % - 107.18 %

108.08 % - 108.46 %

Weighted average grant date fair value for options issued

per option for 850,000 options

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Schedule of Stock Option Activity

Weighted Average Exercise Price

Outstanding, beginning of year

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regarding the options approved by the Board of Directors under the Equity Plan of 2018 is summarized below:

Schedule of Stock Option Activity

of Stock Option Activity

Weighted Average Exercise Price

Outstanding, beginning of year

$ 1.11 - 9.68

$ 0.31 - 1.71

$ 1.85 – 8.50

Outstanding, end of year

$ 0.31 - 9.68

Exercisable, end of year

$ 0.41 - 9.68

Weighted average remaining contractual life (years)

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option activity during the years ended December 31, 2022 and 2021 is as follows:

option activity for employees

of Stock Option Activity

stock option activity for employees:

of Vest Stock Option Activity

Outstanding December 31, 2020

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Unvested December 31, 2022

option activity for non-employees during the year:

of Stock Option Activity

stock option activity for non-employees:

of Vest Stock Option Activity

Outstanding December 31, 2020

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of Warrants Outstanding and Exercisable

Weighted Average Exercise Price

Outstanding, beginning of year

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17.16 – 84.48

( 9,826,661 )

Outstanding, end of year

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Company operates in one segment, which performs research and development activities related to Ampligen and other drugs under development.

The Company’s revenues for the two-year period ended December 31, 2021, were earned in the United States and overseas.

are maintained in the United States of America.

(8) Research,

Consulting and Supply Agreements

The Company’s revenues for the two-year period ended December 31, 2022, were earned in the United States.

All assets are maintained

in the United States of America.

Research, Consulting and Supply Agreements

2016, the Company entered into a five-year agreement (the “Impatients Agreement”) with Impatients, N.V.

(“myTomorrows”),

a Netherlands based company, for the commencement and management of an EAP in Europe and Turkey (the “Territory”) related

Pursuant to the agreement, myTomorrows, as our exclusive service provider and distributor in the Territory, is performing

EAP activities.

The agreement was automatically extended for a period of 12 months on May 20, 2021, and will automatically extend for

an additional period of 12 months on May 20, 2022.

(“myTomorrows”), a Netherlands-based company, for the commencement and management of an EAP in Europe and Turkey (the

“Territory”) related to ME/CFS.

Pursuant to the agreement, myTomorrows, as our exclusive service provider and

distributor in the Territory, is performing EAP activities.

The agreement was automatically extended for a period of 12 months on

May 20, 2021;

automatically extended again for an additional period of 12 months on May 20, 2022;

and will be automatically extended again on May 20, 2023.

HollisterStier (Jubilant) is AIM’s authorized CMO for Ampligen for the approval in Argentina.

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For the year ended December 31, 2022, and

for the year ended December 31, 2020 the Company

has incurred an expense and paid Amarex approximately $ 437,000

and $ 205,000 ,

respectively.

for the year ended December 31, 2021 the Company has incurred an expense and paid Amarex approximately $ 2,153,000 and $ 437,000 , respectively.

December 2020, AIM added Pharmaceutics International Inc.

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Agreement, the terms of each of AIM’s projects with Pii will be negotiated separately and defined in individual Service Contracts.

As of December 31, 2021, the Company has incurred an expense and paid Pii approximately $ 249,000 .

For the year ended December 31, 2022, the Company has incurred an expense and paid Pii approximately $ 278,000 .

January 2021, the Company entered into a Sponsor Agreement with the Centre for Human Drug Research (“CHDR”) for a Phase 1

clinical study to assess the safety, tolerability, and biological activity of Ampligen as a potential intranasal therapy.

As of December

For the year ended December

31, 2022, the Company has incurred an expense and paid CHDR approximately $ 56,000 .

The balance of the agreement is approximately $ 58,000 .

April 2021, the Company approved a proposal from Polysciences Inc.

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a Quality Agreement.

For the year ended December 31, 2021 the

Company has incurred an expense

and paid Polysciences approximately $ 250,000 .

For the year ended December 31, 2022 the Company has incurred an expense and paid Polysciences approximately $ 103,000 .

July 2021, the Company executed a Reservation and Start-Up Agreement (the “Agreement”) with hVIVO Services Limited (“hVIVO”),

and subsequently signed a clinical trial agreement (“CTA”) in September.

As of December 3, 2021, the Company has incurred

an expense and paid hVIVO approximately $ 2,340,000

for services incurred in 2021.

In March 2022, the Company announced that it had officially withdrawn its application from the Medicines and Healthcare Regulatory Agency

and terminated its agreement with hVIVO and incurred a cancelation fee of $ 61,000

to be paid in the first quarter

For the year ended December 3, 2021, the Company had incurred

an expense and paid hVIVO approximately $ 2,340,000 for services incurred in 2021.

In March 2022, the Company announced that it had officially

withdrawn its application from the Medicines and Healthcare Regulatory Agency and terminated its agreement with hVIVO and incurred a

cancelation fee of $ 60,000 which was paid in the first quarter 2022.

Company has a defined contribution plan, entitled the AIM ImmunoTech Employees 401(k) Plan and Trust Agreement (the “401(k) Plan”).

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commissions) per annum.

Participants’ contributions to the 401(k) Plan may be matched by the Company at a rate determined annually by

the Board of Directors.

Each participant immediately

vests in his or her deferred salary contributions, while Company contributions will vest over one year.

A 6 % Company matching contribution

was reinstated effective January 1, 2021.

For the period ending December 31, 2021 the Company made $ 139,000 in contributions and for

the period ending December 31, 2020 zero contributions were made

Participants’ contributions to the 401(k) Plan may be matched by the Company at a rate determined annually

by the Board of Directors.

participant immediately vests in his or her deferred salary contributions, while Company contributions will vest over one year.

Company matching contribution was reinstated effective January 1, 2021.

For the year ending December 31, 2022 the Company made $ 122,000

in contributions and for the year ending December 31, 2021 $ 139,000 in contributions were made

Employment Agreements

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The aggregate annual base compensation

for these NEO under their respective contractual agreements for 2021, and 2020 was $ 1,625,000 , and $ 850,000 , respectively.

certain of these Officers were entitled to receive performance bonuses of up to 25 % or 20 % of their respective annual base salary, at

the sole discretion of the Compensation Committee of the Board of Directors.

In 2021 and 2020, Officers’ bonuses were $ 550,000

and $ 913,500 respectively.

for these NEO under their respective contractual agreements for 2022 and 2021 was $ 1,275,000

and $ 1,625,000 ,

respectively.

In addition, certain of these Officers were entitled to receive performance bonuses of up to 25 %

of their respective annual base salary, at the sole discretion of the Compensation Committee of the Board of Directors.

In 2022 and 2021,

Officers’ bonuses were $ 450,000

and $ 550,000

respectively.

2022, equity was granted as a form of compensation to these Officers.

Company granted 300,000 ten -year options to purchase common stock with exercise prices of

Company granted 300,000 ten-year

options to purchase common stock with an exercise price of $ 0.41

per share to vest in a year to Thomas K.

Equels, Chief Executive Officer.

Company granted 100,000 ten -year options to purchase common stock with exercise prices of

$ 1.44 per share which vest in one year to Peter Rodino, Chief Operating Officer and General

Company granted 100,000 ten -year options to purchase common stock with exercise prices of

$ 1.44 per share which vest in one year to Ellen Lintal, Chief Financial Officer.

Company granted 150,000 ten-year

options to purchase common stock with an exercise price of $ 0.41

per share which vest in one

year to Peter Rodino, Chief Operating Officer and General Counsel.

The Company granted 50,000 ten-year options

to purchase common stock with an exercise price of $ 0.70 per

share which vest in one

year to Ellen Lintal, former Chief Financial Officer.

Company recorded stock compensation expense of approximately $ 66,000 during the year ended December 31, 2022.

with regard to these issuances.

to these issuances to Officers Equels, Rodino, and former Officer Lintal.

2021, equity was granted as a form of compensation to these Officers.

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.

Company granted 300,000 ten -year options to purchase common stock with exercise prices of

Company granted 300,000 ten-year

options to purchase common stock with an exercise price of $ 1.71

per share to vest in a year to Thomas K.

Equels, Chief Executive Officer.

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

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.

Company recorded stock compensation expense of approximately $ 374,000 during the years ended December 31, 2020 with regard to these issuances.

Company granted 100,000 ten-year options to purchase common stock with exercise price of $ 1.44 per share which vest in one year

to Peter Rodino, Chief Operating Officer and General Counsel.

Company granted 100,000 ten-year options to purchase common stock with exercise price of $ 1.44 per share which vest in one year

to Ellen Lintal, Chief Financial Officer.

Company recorded stock compensation expense of approximately $ 105,000

during the year ended December 31, 2021.

with regard to these issuances to Officer Equels, Officer Rodino, and former Officer Lintal.

Company leases office and storage space, and other equipment under non-cancellable operating leases with initial terms typically ranging

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On October 4,

2021, the Company executed a request to renew the lease for a one-year term as defined in the Lease Agreement.

2021, the Company renewed the lease for a one-year term as defined in the Lease Agreement.

On September 30, 2022, the Company

renewed the lease for a one-year term as defined in the Lease Agreement.

expected lease term includes both contractual lease periods and, when applicable, cancelable option periods when it is reasonably certain

that the Company would exercise such options.

The Company’s leases have remaining lease terms between 4

As of December 31, 2021,

and 2020, the weighted-average remaining term is 2.72 and 1.92 years, respectively.

Company has determined that the incremental borrowing rate is 10 %

as of December 31, 2021, and 2020, respectively, based upon the recently completed financing transaction in December

Schedule of Operating lease Future Payments

The Company’s leases have remaining lease terms between 4 months and 5 years.

of December 31, 2022, and 2021, the weighted-average remaining term is 2.35 and 2.72 years, respectively.

Company has determined that the incremental borrowing rate is 10 % as of December 31, 2022, and 2021, respectively, based upon the recently

completed financing transaction in December 2022.

Future minimum

payments as of December 31, 2022, are as follows:

of Operating lease Future Payments

Year Ending December 31,

(in thousands)

Less imputed interest

As of December 31, 2021,

and 2020, the balance of the right of use assets was $ 149,000 and $ 179,000 , respectively, and the corresponding lease liability balance

was $ 149,000 and $ 179,000 , respectively.

The total rent expense for the years ended December 31, 2021, and 2020 amounted to approximately

$ 67,000 and $ 53,000 ,

respectively.

Total rent expense for short term leases for the years ended December 31, 2021, and 2020 amounted to approximately $ 12,000

and 11,000 , respectively.

of December 31, 2022, and 2021, the balance of the right of use assets was $ 829,000 and $ 149,000 , respectively, and the corresponding

lease liability balance was $ 837,000 and $ 149,000 , respectively.

The total rent expense for the years ended December 31, 2022, and 2021

amounted to approximately $ 190,000 and $ 67,000 , respectively.

Total rent expense for short term leases for the years ended December 31,

2022, and 2021 amounted to approximately $ 56,000 and 12,000 , respectively.

Income Taxes (FASB ASC 740 Income Taxes)

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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, 2021, the Company has approximately $ 237.6 M

of Federal net operating loss carryforwards (expiring in the years 2022 through 2038), the use of which has been limited by IRC Section

382 and $ 56.4 M

of Federal net operating loss with no expiration date available to offset future federal taxable income.

The Company has approximately

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, 2022, the Company has approximately $ 250.5

million of Federal net operating loss

carryforwards (expiring in the years 2023 through 2038), the use of which has been limited by Internal Revenue Code Section 382 and

million of Federal net operating loss with

no expiration date available to offset future federal taxable income.

The Company has approximately $ 19.6 million

of New Jersey state net operating loss carryforwards ( expiring

The Company has approximately

of Florida state net operating loss carryforwards with no expiration date to offset future Florida taxable income.

million of Florida state net operating loss

carryforwards with no expiration date to offset future Florida taxable income.

The Company has approximately $ 3.6

of Belgium net operating loss carryforwards with no expiration date to offset future taxable income.

In December 2021, the Company effectively

sold $ 19,600,000

of its New Jersey state net operating

loss carryforward for the year 2020 for approximately $ 1,641,000 .

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 .

million of Belgium net operating loss carryforwards with no expiration date to offset future taxable income.

In December 2022, the Company

effectively sold $ 20,500,000 of

its New Jersey state net operating loss carryforward and $ 15,000 in

R&D credits for the year 2021 for approximately $ 1,676,000 .

utilization of certain state net operating loss carryforwards may be subject to annual limitations.

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50% change in ownership.

As noted above, due to the Company’s prior and current equity transactions, some of the Company’s net operating

loss carryforwards are subject to an annual limitation generally determined by multiplying the value of the Company on the date of the

ownership change by the federal long-term tax-exempt rate.

Any unused annual limitation may be carried forward to future years for the

balance of the net operating loss carryforward period.

As noted above, due to the Company’s prior and current equity transactions, some of the Company’s

net operating loss carryforwards are subject to an annual limitation generally determined by multiplying the value of the Company on

the date of the ownership change by the federal long-term tax-exempt rate.

Any unused annual limitation may be carried forward to future

years for the balance of the net operating loss carryforward period.

income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting

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Total deferred tax assets

Deferred tax liabilities:

Research and development costs

Deferred tax assets, net

Valuation allowance

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included within the gain from sale of income tax operating losses in the accompanying Consolidated Statements of Comprehensive Loss.

The Company’s deferred tax asset estimates the projected sale of 2021 and 2020 New Jersey state operating losses to be sold

in the subsequent year, respectively.

The Company’s deferred tax asset estimates the projected sale of 2022 and 2021 New Jersey state operating losses to be sold in

the subsequent year, respectively.

Reconciliation

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Valuation Allowance

August 5, 2019, the Company issued a Secured Promissory Note (the “CV Note”) with Chicago Venture Partners, L.P.

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 .

Interest expense associated with the CV Note was approximately $ 116,000 , for the year ended December 31, 2020.

December 5, 2019, the Company issued a secured Promissory Note (the “AS Note”) to Atlas Sciences L.P.

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.

On 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 .

Interest expense associated with AS Note for the period ending December 31, 2020 was approximately $ 106,000.

Certain Relationships and Related Transactions

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see details of these Employment Agreements in Note 10 - Employment Agreements.

set forth in Section 5 of Mr.

Equels employment agreement, Mr.

Equels is entitled to reimbursement for the premiums for a $ 3,000,000

life insurance policy.

As of December 31, 2021, Mr.

Equels was due $ 19,420 for 2022 premiums.

(15) Concentrations

Concentrations of Risk

instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash, cash equivalents, investments

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or not these instruments are measured at fair value on the Company’s consolidated balance sheets.

Company estimates that the fair values of cash and cash equivalents, other assets, accounts payable and accrued expenses approximate

their carrying values due to the short-term maturities of these items.

The Company also has certain warrants with a cash settlement feature

in the occurrence of a Fundamental Transaction.

The fair value of the redeemable warrants (“Warrants”) related to the Company’s

February 2017, June 2017, August 2017, April 2018, and March 2019 common stock and warrant issuance, are calculated using a Monte Carlo

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.

The Company estimates that the

fair values of cash and cash equivalents, other assets, accounts payable and accrued expenses approximate their carrying values due to

the short-term maturities of these items.

The Company also has certain warrants with a cash settlement feature in the occurrence of a

Fundamental Transaction, which is defined if the Company, directly or indirectly, in one or more related transactions, consummates a stock

or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off

or scheme of arrangement) with another person or group of persons, whereby such other person or group acquires more than 50% of the outstanding

shares of common stock (not including any shares of common stock held by the other person or group of persons making or party to, or associated

or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination).

value of the redeemable warrants (“Warrants”) related to the Company’s 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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numbers input based on such assumptions, the resulting fair value could be materially different.

Company utilized the following assumptions to estimate the fair value of the February 2017 Warrants:

Schedule of Assumptions to Estimate Fair Value of Warrants

Underlying price per share

Exercise price per share

$ 30.25 -$ 33.00

Risk-free interest rate

0.22 %- 0.23 %

Expected holding period

Expected volatility

Expected dividend yield

Company utilized the following assumptions to estimate the fair value of the June 2017 Warrants:

Underlying price per share

Exercise price per share

Risk-free interest rate

Expected holding period

Expected volatility

Expected dividend yield

Company utilized the following assumptions to estimate the fair value of the August 2017 Warrants:

Underlying price per share

Exercise price per share

Risk-free interest rate

Expected holding period

Expected volatility

Expected dividend yield

Company utilized the following assumptions to estimate the fair value of the April 2018 Warrants:

Schedule of Assumptions to Estimate Fair Value of Warrants

Underlying price per share

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significant assumptions using the Monte Carlo Simulation approach for valuation of the Warrants are:

(i) Risk-Free

Interest Rate .

The risk-free interest rates for the Warrants are based on U.S.

constant maturities for periods commensurate with the remaining expected holding periods

of the warrants.

(ii) Expected

Treasury constant maturities for periods commensurate

with the remaining expected holding periods of the warrants.

Holding Period .

The expected holding period represents the period of time that the Warrants

are expected to be outstanding until they are exercised.

The Company utilizes the remaining

contractual term of the Warrants at each valuation date as the expected holding period.

(iii) Expected

Expected stock volatility is based on daily observations of the Company’s

historical stock values for a period commensurate with the remaining expected holding period

on the last day of the period for which the computation is made.

(iv) Expected

The expected holding period represents the period of time that the Warrants are expected to be outstanding until

they are exercised.

The Company utilizes the remaining contractual term of the Warrants at each valuation date as the expected holding

Expected stock volatility is based on daily observations of the Company’s historical stock values for a period

commensurate with the remaining expected holding period on the last day of the period for which the computation is made.

Dividend Yield .

Expected dividend yield is based on the Company’s anticipated dividend

payments over the remaining expected holding period.

As the Company has never issued dividends,

the expected dividend yield is 0 % and this assumption will be continued in future calculations

unless the Company changes its dividend policy.

Expected dividend yield is based on the Company’s anticipated dividend payments over the remaining expected

holding period.

As the Company has never issued dividends, the expected dividend yield is 0 % and this assumption will be continued

in future calculations unless the Company changes its dividend policy.

Probability of a Fundamental Transaction.

The possibility of the occurrence of a Fundamental

Transaction triggering a Put right is extremely remote.

As discussed above, a Put right would

only arise if a Fundamental Transaction 1) is an all cash transaction;

(2) results in the

Company going private;

or (3) is a transaction involving a person or entity not traded on

a national securities exchange.

The Company believes such an occurrence is highly unlikely

Company only has one product that is FDA approved but is currently not available for commercial

Company will have to perform additional clinical trials for FDA approval of its flagship

The possibility of the occurrence of a Fundamental Transaction triggering a Put right

is extremely remote.

As discussed above, a Put right would only arise if a Fundamental Transaction 1) is an all cash transaction;

(2) results in the Company going private;

or (3) is a transaction involving a person or entity not traded on a national securities

The Company believes such an occurrence is highly unlikely because:

Company only has one product that is FDA approved but is currently not available for commercial sales.

Company will have to perform additional clinical trials for FDA approval of its flagship product.

and market conditions continue to include uncertainty, adding risk to any transaction.

capital for a potential buyer in a cash transaction continues to be limited.

nature of a life sciences company is heavily dependent on future funding and high fixed costs,

including Research & Development.

Company has minimal revenues streams which are insufficient to meet the funding needs for

the cost of operations or construction at their manufacturing facility;

Company’s Rights Agreement and Executive Agreements make it less attractive to a potential

nature of a life sciences company is heavily dependent on future funding and high fixed costs, including Research & Development.

Company has minimal revenues streams which are insufficient to meet the funding needs for the cost of operations or construction

at their manufacturing facility;

Company’s Rights Agreement and Executive Agreements make it less attractive to a potential buyer.

the above factors utilized in analysis of the likelihood of the Put’s potential Liability, the Company estimated the range of probabilities

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Monte Carlo Simulation has incorporated a 5.0 % probability of a Fundamental Transaction to date for the life of the securities.

(vi) Expected

Timing of Announcement of a Fundamental Transaction.

As the Company has no specific expectation

of a Fundamental Transaction, for reasons elucidated above, the Company utilized a discrete

uniform probability distribution over the Expected Holding Period to model in the potential

announcement of a Fundamental Transaction occurring during the Expected Holding Period.

(vii) Expected

As the Company has no specific expectation of a Fundamental Transaction,

for reasons elucidated above, the Company utilized a discrete uniform probability distribution over the Expected Holding Period to

model in the potential announcement of a Fundamental Transaction occurring during the Expected Holding Period.

100 Day Volatility at Announcement of a Fundamental Transaction .

An estimate of future

volatility is necessary as there is no mechanism for directly measuring future stock price

Daily observations of the Company’s historical stock values for the 100

days immediately prior to the Warrants’ grant dates, with a floor of 100 %, were utilized

as a proxy for the future volatility.

(viii) Expected

An estimate of future volatility is necessary as there is no

mechanism for directly measuring future stock price movements.

Daily observations of the Company’s historical stock values

for the 100 days immediately prior to the Warrants’ grant dates, with a floor of 100 %, were utilized as a proxy for the future

Risk-Free Interest Rate at Announcement of a Fundamental Transaction .

The Company utilized

a risk-free interest rate corresponding to the forward U.S.

Treasury rate for the period

equal to the time between the date forecast for the public announcement of a Fundamental

The Company utilized a risk-free interest rate corresponding

to the forward U.S.

Treasury rate for the period equal to the time between the date forecast for the public announcement of a Fundamental

Transaction and the Warrant expiration date for each simulation.

(ix) Expected

Time Between Announcement and Consummation of a Fundamental Transaction.

time between the announcement and the consummation of a Fundamental Transaction is based

on the Company’s experience with the due diligence process performed by acquirers and

The expected time between the announcement and the consummation

of a Fundamental Transaction is based on the Company’s experience with the due diligence process performed by acquirers and

is estimated to be six months.

The Monte Carlo Simulation approach incorporates this additional

period to reflect the delay Warrant Holders would experience in receiving the proceeds of

The Monte Carlo Simulation approach incorporates this additional period to reflect the delay Warrant

Holders would experience in receiving the proceeds of the Put.

the assumptions remain consistent from period to period (e.g., utilizing historical stock prices), the numbers input change from period

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valuation hierarchy contains three levels:

1 – Quoted prices are available in active markets for identical assets or liabilities

at the reporting date.

Generally, this includes debt and equity securities that are traded

in an active market.

2 – Observable inputs other than Level 1 prices such as quote prices for similar assets

or liabilities;

quoted prices in markets that are not active;

or other inputs that are observable

or can be corroborated by observable market data for substantially the full term of the assets

or liabilities.

Generally, this includes debt and equity securities that are not traded in

an active market.

3 – Unobservable inputs that are supported by little or no market activity and that

are significant to the fair value of the assets or liabilities.

Level 3 assets and liabilities

include financial instruments whose value is determined using pricing models, discounted

cash flow methodologies, or other valuation techniques, as well as instruments for which

the determination of fair value requires significant management judgment or estimation.

of December 2021, the Company has classified the warrants with cash settlement features and

a convertible note payable as Level 3.

Management evaluates a variety of inputs and then

estimates fair value based on those inputs.

As discussed above, the Company utilized the

Monte Carlo Simulation Model in valuing the warrants and the convertible note.

1 – Quoted prices are available in active markets for identical assets or liabilities at the reporting date.

Generally, this

includes debt and equity securities that are traded in an active market.

2 – Observable inputs other than Level 1 prices such as quote prices for similar assets or liabilities;

quoted prices in markets

that are not active;

or other inputs that are observable or can be corroborated by observable market data for substantially the full

term of the assets or liabilities.

Generally, this includes debt and equity securities that are not traded in an active market.

3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the

assets or liabilities.

Level 3 assets and liabilities include financial instruments whose value is determined using pricing models,

discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value

requires significant management judgment or estimation.

As of December 2022, the Company has classified the warrants with cash settlement

features as Level 3.

Management evaluates a variety of inputs and then estimates fair value based on those inputs.

As discussed above,

the Company utilized the Monte Carlo Simulation Model in valuing the warrants and the convertible note.

table below presents the balances of assets and liabilities measured at fair value on a recurring basis by level within the hierarchy

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table below presents the balances of assets and liabilities measured at fair value on a nonrecurring basis by level within the hierarchy

of Assets and Liabilities Measured at Fair Value on a NonRecurring Basis

of Assets and Liabilities Measured at Fair Value on a Non Recurring Basis

(in thousands)

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Interest expense relating to this financing agreement

was $ 19,000 for the period ended December 31, 2021, and $ 61,000 for the period ended December 31, 2020.

(18) Subsequent

January 21, 2022, the Company filed a universal shelf registration statement with the Securities and Exchange Commission registering

Company securities of up to $ 100 million.

The registration statement was declared effective on February 4, 2022.

March 1, 2022, after review and approval by the Board of Directors, the Company entered into a consulting agreement with Foresite Advisors,

LLC, a company wholly owned by Robert Dickey IV, pursuant to which Mr.

Dickey will serve as the Company’s new Chief Financial Officer

effective April 4, 2022.

The initial term of the agreement is for one year.

Pursuant to the consulting agreement, Mr.

Dickey will be

compensated at $ 375 per hour.

determining whether to proceed with a Human Challenge Trial (“HCT”) with hVIVO Services Ltd at their quarantine facility

to test Ampligen as a potential intranasal antiviral therapy using a human rhinovirus HRV (common cold virus) and influenza,

the Medicines and Healthcare Regulatory Agency (“MHRA”), the agency that reviews the study protocol, issued Grounds for

Non-Acceptance and requested additional data before moving forward.

As the request would require the Company to first conduct an animal

experiment that it believes would take approximately six months to complete, it determined that continuing with the HCT application process

would not be a prudent use of Company resources, so terminated the agreement with hVIVO and officially notified the MHRA of its decision

to withdraw the application.

As the MHRA’s Grounds for Non-Acceptance had already been issued, the withdrawal was technically recognized

as a rejection of the proposed study.

March 3, 2022, the Company entered into an Agreement of Sale and Purchase with Acellories, Inc.

as purchaser pursuant to which the Company

will sell its property located at 783 Jersey Ave., New Brunswick, NJ.

Pursuant to the agreement, the purchaser will purchase the property

for $ 3.9 million.

Among other things, the purchaser has a 45 day right of due diligence and has the right to terminate the agreement

within that period.

(see Note 2 Summary of Significant Accounting Policies).

March 3, 2022, the Company’s Board of Directors, at the recommendation of the Compensation Committee, awarded options to purchase

50,000 shares of Company Common Stock to both of our independent directors, Mr.

Appelrouth and Dr.

Mitchell, and to certain other members

of management, including Peter Rodino, our COO;

Ellen Lintal, our CFO;

and Robert Dickey IV, our incoming CFO.

The options vest one year

after issuance and have an exercise price of $ 0.70 , the closing price of the Company’s Common Stock on the day prior to issuance.

CEO Thomas K.

Equels, at his recommendation, did not request or receive any such options under the March 3 decision.

was $ 19,000 for the period ended December 31, 2021.

Subsequent Events

March 28, 2023, Nancy K.

Bryan was appointed a Director to the Company’s Board of Directors.

See “PART III ITEM 10.

Directors and Executive Officers and Corporate Governance” for biographical information.

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