What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-04-01 compared with 2023-03-31 · 980 added, 994 removed, 1334 unchanged (60% of the section changed)

and Procedures.

Controls and Procedures.

Effectiveness

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has assessed the effectiveness of our internal control over financial reporting as of December 31, 2023.

In making this assessment, Management

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

Internal Control—Integrated Framework, (COSO).

Based on this assessment, Management has not identified any material weaknesses

as of December 31, 2021.

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than

a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

In making this assessment,

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

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

A material weakness is a deficiency, or combination of

deficiencies, such that there is a reasonable possibility that a material misstatement of

our annual or interim financial statements will not be prevented or detected on a timely basis.

has concluded that we did maintain effective internal control over financial reporting as of December 31, 2023, based on the criteria

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

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.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent

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

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

(since 2015).

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

that focused on litigation.

For over a quarter century, Mr.

Equels represented national and state governments as well as companies in

the banking, insurance, aviation, pharmaceutical and construction industries.

Equels received his Juris Doctor degree with high honors

from Florida State University.

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

of Science Degree from Troy University.

EQUELS, is our Chief Executive Officer (since 2016), President (since 2015) and Executive

Vice Chairman (since 2008).

He has also been one of our Directors since 2008.

Equels was formerly the President and Managing Director

of the Equels Law Firm in Miami, Fla.

For over a quarter century, he represented national governments, state governments and private companies

in banking, insurance, aviation, pharmaceutical and construction matters.

He also was on numerous occasions the court-appointed receiver

to turn around distressed companies.

Equels received his Juris Doctor degree with high honors from Florida State University.

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.

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:

Experience – Military;

Owner and former President;

Managing Director of Equels Law

Firm, Court-appointed receiver in numerous industries;

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

● Scientific,

Legal or Regulatory Experience – Law degree with over 25 years as a practicing attorney

specializing in litigation, development of clinical trials, creating intellectual property

concepts, and established plan to finance drug development.

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

Star, the Purple Heart, and fifteen Air Medals.

In 2012, he was Knighted by Pope Benedict.

- Director Qualifications:

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

Experience – as legal counsel, General Counsel, CFO and CEO;

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

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

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

Mitchell is a Professor

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

Mitchell earned a M.D.

from Vanderbilt

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

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

to HIV infection, and other biomedical topics.

Mitchell has worked for and with many professional societies that have included the

American Society of Investigative Pathology, the International Society for Antiviral Research, the American Society of Clinical Oncology,

the American Society of Biochemistry and Molecular Biology, the American Chemical Society, and the American Society of Microbiology.

of Pathology, Microbiology & Immunology at Vanderbilt University School of Medicine and is a board certified physician.

earned an M.D.

from Vanderbilt University and a Ph.D.

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

followed by a Fellowship at its School of Medicine.

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

viral pathogenesis, anti-viral drugs, immune responses to infection, cancer diagnostics, as well as other biomedical topics.

has been active in many professional societies that have included the American Society of Investigative Pathology, the International

Society for Antiviral Research, the American Society of Clinical Oncology, the American Society of Biochemistry and Molecular Biology,

the American Chemical Society, the International Academy of Pathology, the United States and Canadian Academy of Pathology, and the American

Society of Microbiology.

Mitchell is a member of the American Medical Association.

He has served on numerous government review committees, among them the

Centers for Disease Control and Prevention (CDC) and the National Institutes of Health, including the initial AIDS and Related Research

Review Group.

He has served on numerous government review committees,

among them the Centers for Disease Control and Prevention (CDC) and the National Institutes of Health, including the initial AIDS and

Related Research Review Group.

Mitchell previously served as one of our Directors from 1987 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 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,

He was an independent member of the Board of Directors

for Chronix Biomedical and was Chairman of its Medical Advisory Board.

Additionally, he has served on multiple governmental review

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

key roles as Chairman;

and Industry Experience – Physician scientist with extensive investigative experience on viral and immunology, and cancer issues

relevant to our scientific business along with being a former independent Director of an entrepreneurial diagnostic company (Chronix

Biomedical) that is involved in next generation DNA sequencing for blood based cancer diagnosis (i.e.- the liquid biopsy).;

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

and professor at a top ranked school of

medicine, and inventor of record on numerous U.S.

and international patents who is experienced

in regulatory affairs through filings with the FDA.

and professor at a top ranked school of medicine, and inventor of record on numerous

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

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

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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.

He is a member of or has affiliations with the AICPA, American College of Forensic Examiners, Association of Certified Fraud Examiners,

past member of the Florida Bar Grievance Committee, Florida Institute of Certified Public Accountants and InfraGard Member, a national

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

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

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Experience – Partner at certified public accounting and advisory firm;

Certified Public

Accountant and Certified Fraud Examiner;

Certified Public Accountant and Certified Fraud Examiner;

Experience – FINRA Arbitrator.

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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.

Bryan is an established leader with more than 35 years of experience

in the life sciences industry.

She has served on executive leadership teams and played key roles in biopharmaceutical

companies’ successes, including marketing, sales, business development, financing, and communications.

From 2013 to 2023, Ms.

Bryan served as President and CEO of BioFlorida Inc., an association supporting the advancement of life sciences in Florida.

to joining BioFlorida, Ms.

Bryan began her career with major pharmaceutical companies including Merck, GlaxoSmithKline and Bayer

Pharmaceuticals.

She then went on to serve in a number of executive leadership positions in specialty pharmaceuticals and smaller,

start-up biotech companies, including Indevus Pharmaceuticals and NPS Pharmaceuticals.

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.

develop, launch, and commercialize 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 helped establish franchises

in a wide variety of therapeutic areas, including Oncology, Anti-infectives, GI and Autoimmune (MS, CD).

She has established a

successful track record with introducing strategic and tactical solutions to develop global markets as well as launch, grow and turn

around established and underperforming drugs, resulting in greater revenue, market share, profitability, and stockholder

Bryan holds a BA in Economics from the University of Virginia and an MBA from Columbia University, and her academic honors include Phi

Beta Kappa and Beta Gamma Sigma.

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;

served on executive leadership teams and played a key role in biopharmaceutical

companies’ successes including marketing, sales, business development, financing initiatives and investor and PR communications;

Commercialization

Experience – 25 years of experience in Biopharmaceuticals 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).

biologics and orphan drugs for rare diseases and has established franchises in a wide variety of therapeutic areas including:

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

about our Executive Officers

addition to Mr.

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

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

Equels (discussed above), the following are our Executive Officers during fiscal 2023:

RODINO III has been a Director since July 2013.

On September 30, 2016, Mr.

Rodino resigned as a member of our Board to permit

him to serve us in a new capacity.

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

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

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

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

operations and across a variety of disease areas and medical technologies.

Dickey has served as Managing Director at Foresite Advisors

since March 2020 assuming responsibility for CFO advisory, financial analysis, capital raising, and transactional support/execution for

public offerings and M&A services at life science companies and was previously a Managing Director at Danforth Advisors from August

2018 to March 2020.

Both Foresite Advisors and Danforth Advisors provide financial support and investment advisory services.

served as a member on the board of directors at Emmaus Life Sciences, a biopharmaceutical company, from July 2019 to August 2022;

as a member on the board of directors at Sanuthera, Inc., a privately held medical device company, from 2013 to 2017, and was employed

as Chief Financial Officer of Motif Bio Plc., a NASDAQ and London AIM exchange-listed antibiotics company, from January 2017 to February

Earlier in his career, Mr.

Dickey spent 18 years in investment

banking, primarily at Lehman Brothers, with a background split between mergers and acquisitions and capital markets transactions.

Dickey spent 18 years in investment banking, primarily at Lehman Brothers, with a background split between

mergers and acquisitions and capital markets transactions.

Dickey was a senior vice president of the Company from 2008 until 2013.

Throughout his career he has demonstrated C-level (CFO, COO and

CEO) and Board level experience in public, private, revenue stage and development stage life sciences and medical device companies, and

has played a leading role in two start-ups.

His prior career as an investment banker included 14 years at Lehman Brothers.

is experienced in all stages of the business lifecycle, including start-up, high-growth and turnarounds, and in building businesses and

achieving an exit.

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.

Throughout his career he has demonstrated C-level (CFO, COO and CEO) and Board level experience in public, private, revenue stage and

development stage life sciences and medical device companies and has played a leading role in two start-ups.

His prior career as an investment

banker included 14 years at Lehman Brothers.

Dickey is experienced in all stages of the business lifecycle, including start-up, high-growth

and turnarounds, and in building businesses and achieving an exit.

He also has international experience, 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 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.

He has served as Professor of Medicine

at the Medical College of Pennsylvania and Hahnemann University.

Strayer is Board Certified in Medical Oncology and Internal Medicine

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

He has served as principal investigator in studies funded

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

Strayer attended the School

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

Committee and Audit Committee Expert

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On March 28, 2023, Ms.

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

Mitchell and Mr.

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

exercise of independent judgment as members of this Committee.

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

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

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

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

(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.

Bryan was appointed as an additional member

of the Audit Committee.

Mitchell, Ms.

Bryan and Mr.

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

with their exercise of independent judgment as members of this Committee.

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

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

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

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

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 laws;

(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;

and (6) oversee the Disclosure Control Committee.

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

as it deems necessary.

Audit Committee formally met twelve times in 2023 with all committee members in attendance.

Our General Counsel and Chief Financial Officer

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all of whom are members.

The SAB did not meet in 2022,

The SAB met one time in 2023.

Controls Committee

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Coordinator and Chair.

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

The other members of the DCC are Peter Rodino, our COO and General Counsel, Dr.

William Mitchell, one of our Independent

Directors, Dr.

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Governance.” The DCC actively met on numerous occasions in 2023.

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 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.

Bryan was appointed as an additional member of this committee.

The Executive Committee reports to the Board, and its purpose is to aid the Board in handling matters which, in the opinion of the Chairman

of the Board, should not be postponed until the next scheduled meeting of the Board.

Equels, our Chief Executive Officer is the chair

of the Committee and is a member of the Committee along with three of our independent directors, Mr.

Appelrouth, Dr.

Mitchell and Ms.

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 2023.

Governance and Nomination Committee

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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.

Nancy Bryan was appointed as an additional member of this committee.

In 2023, the Corporate Governance

and Nomination Committee met two times.

All committee members were in attendance for the meetings.

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

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

Compensation.

16(a) Beneficial Ownership Reporting Compliance

federal securities laws, our directors and officers, and any beneficial owner of more than 10% of a class of our equity securities,

are required to report their ownership of the Company’s equity securities and any changes in such ownership in a timely

We are required to disclose in this Report any delinquent filing of such reports and any failure to file such reports during

the fiscal year ended December 31, 2023.

Based solely upon information provided by officers and directors and greater than 10%

owners, we are not aware of any filings not made on a timely basis, except for two Forms 4 filed on March 27, 2024, to report awards

of options to Thomas Equels and Peter Rodino on November 30, 2023.

Executive Compensation.

DISCUSSION AND ANALYSIS

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

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

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

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

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In addition, Mr.

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

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

Equels and 1% for Mr.

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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.

Dickey serves as our Chief Financial Officer, effective April 4, 2022.

of Compensation Committee

Compensation Committee consists of the following two directors, each of whom is “independent” under applicable NYSE American

Compensation Committee consists of the following three directors, each of whom is “independent” under applicable NYSE American

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

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On March 28, 2023, Ms.

Bryan was appointed as an additional member of this committee.

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

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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

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Salary / Fees

Stock Awards $

Non-Equity Incentive Plan Compensation

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CEO & President (2)3

Former CFO (4)(7)

Robert Dickey IV

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option awards were valued using the Black-Scholes method.

Named Executive Officers, who are also Directors that receive compensation for their services

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

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

As is required by Regulation

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

Compensation Table” (above) for fiscal years of 2022 and 2021 as well as reported separately

in the “Compensation of Directors” section (see below) for calendar year 2022.

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

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

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

Table” (above) for fiscal years of 2023 and 2022 as well as reported separately in the “Compensation of Directors”

section (see below) for calendar year 2023.

to his current employment agreement, Mr.

Equels is entitled to 3% of the “Gross Proceeds” (as defined in the employment agreement)

for “significant events” (as described in the employment agreement) There were no payments during 2022 and 2021.

Equels is entitled to 3% of the “Gross Proceeds” (as defined in the employment

agreement) for “significant events” (as described in the employment agreement) There were no payments during 2023 and

Equels’ All Other Compensations consists of:

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401(k) Matching Funds

Lintal’s All Other Compensations consists of:

Life & Disability Insurance

Healthcare Insurance

Car Expenses/Allowance

401(k) Matching Funds

Dickey’s All Other Compensations consists of:

8 unchanged sentences

401(k) Matching Funds

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.

(6) All bonus compensation for 2023 was deferred to 2024.

Outstanding Equity Awards at Fiscal Year End

Option Awards

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Number of Securities Underlying Unexercised Options (#)

Unexercisable

Equity Incentive Plan Awards:

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Options Exercise Price

Option Expiration Date

Option Expiration

Number of Shares or Units of Stock that Have Not Vested

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Executive Officer

Former Chief Financial Officer

Robert Dickey IV

Chief financial Officer

Robert Dickey IV Chief financial Officer

COO, General Counsel and Secretary

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Equels which entitled him to his base salary, applicable benefits otherwise

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

All of his unvested

options vest too.

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

Rodino and Ms.

Lintal which entitled them to their

base salary, applicable benefits otherwise due and payable through the last day of the month in which disability occurs and for an additional

two year period.

All of each NEO’s unvested options vest too.

In addition, each NEO has the same short and long-term disability

coverage which is available to all eligible employees.

The coverage for short-term disability provides up to six months of full salary

continuation up to 60% of weekly pay, less other income, with a $1,500 weekly maximum limit.

The coverage for group long-term disability

provides coverage at the exhaustion of short-term disability benefits of full salary continuation up to 60% of monthly pay, less other

income, with a $10,000 monthly maximum limit.

The maximum benefit period for the group long-term disability coverage is 60 months for

those age 60 and younger at the time of the claim with the coverage period proportionately reduced with the advanced age of the eligible

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

For the period June

2010 through December 2022, Mr.

Equels was entitled to receive total disability coverage of $400,000 pursuant to his employment agreement

and payable by us.

due and payable through the last day of the month in which disability occurs and immediate vesting of stock options.

In the event of

permanent disability, the Company will provide an additional two years of base salary.

On March 24, 2021, we entered into employment

agreements with Mr.

Rodino which entitled him to his base salary, applicable benefits otherwise due and payable through the last day

of the month in which disability occurs and immediate vesting of stock options.

In the event of permanent disability, the Company will

provide an additional two years of base salary.

In addition, each NEO has the same short and long-term disability coverage which is available

to all eligible employees.

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

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

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

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

monthly maximum limit.

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

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

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

For the period June 2010 through December

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

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

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

In addition, all of their unvested options vest.

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

available to all eligible employees.

The benefit is equal to two times current salary or wage with a maximum limit of $300,000, plus

any supplemental life insurance elected and paid for by the NEO.

the last day of the month in which death occurs and immediate vesting of stock options.

Each NEO has coverage of group life insurance,

along with accidental death and dismemberment benefits, consistent to the dollar value available to all eligible employees.

is equal to two times current salary or wage with a maximum limit of $300,000, plus any supplemental life insurance elected and paid

for by the NEO.

For the period June 2010 and through December 2023, Mr.

Equels is entitled

to receive total death benefit coverage of $3,000,000 pursuant to his employment agreement and payable by us.

Equels is entitled to receive total death benefit coverage of

$3,000,000 pursuant to his employment agreement and payable by us.

Payments Following Severance — Named Executive Officers (NEO)

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by the Compensation Committee in its discretion.

Value of Stock

Severance ($)

Value of Stock Awards That Will Become

Vested (1) ($)

Continuation of Medical Benefits

Continuation of

Insurance ($)

Involuntary (no cause)

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Termination by employee or retirement

of stock options contractually required per the employee’s respective employment agreement

or arrangement to be granted during each calendar year of the term under our 2018 Equity

Incentive Plan.

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

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

The value was obtained using

the Black-Scholes-Merton pricing model for stock-based compensation in accordance with FASB

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

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

The stock options have a ten-year term and an exercise price

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

The value was obtained using the Black-Scholes-Merton

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

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

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

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

where such change in control occurs as a result of certain “significant events” (as described in his or her employment agreement).

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

where such change in control occurs as a result of certain “significant events” (as described in his employment agreement).

dollar amounts in the chart below assume that change in control termination occurred on January 2, 2024, based on the employment agreements

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opening price of $0.44 on the NYSE American for our common stock at that date.

Aggregate Severance Pay ($)

Stock (4) (5) ($)

PVSU Acceleration

Early Vesting of Restricted Stock

Early Vesting of Stock Options and SARs

Acceleration and Vesting of Supplemental Award

Welfare Benefits Continuation

Outplacement Assistance

Parachute Tax Gross-up Payment

$4,340,000 ( 1)

$651,000 ( 4)

Robert Dickey IV

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

employment agreement plus a three-year extension in the term upon the occurrence of a termination

from a change in control.

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

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

The employment agreement with Mr.

Equels has a term through December

This amount excludes the following payments as they cannot be calculated unless

and until certain events occur:

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

(as defined in the employment agreement) for “significant events” (as described

in his employment agreement) and 3% of the Gross Proceeds from any sale of our Company or

substantially all of our assets.

amount represents the payout of all outstanding performance-vesting share units (“PVSU”)

awarded on a change in control at the target payout level with each award then pro-rated

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

amount is the intrinsic value [fair market value] on January 3, 2023 ($0.32 per share) minus

the weighted average per share exercise price of $0.43 of all unvested stock options for

each NEO, including Stock Appreciation Rights (“SAR”).

Any option with an exercise

price of greater than fair market value was assumed to be cancelled for no consideration

and, therefore, had no intrinsic value.

amount represents the options to be issued annually for the remaining term of the NEO’s

employment agreement plus a three-year extension in the occurrence of termination from a

change in control.

For the purpose of this schedule, a NYSE American closing price at January

3, 2023 of $0.32 was used with an estimated exercise price of $0.32 for Mr.

was obtained using the Black-Scholes-Merton pricing model for stock-based compensation in

accordance with FASB ASC 718.

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

shall become vested.

a term through December 31, 2025.

This amount excludes the following payments as they cannot be calculated unless and until certain

events occur:

Equels is entitled to 3% of the “Gross Proceeds” (as defined in the employment agreement) for “significant

events” (as described in his employment agreement) and 3% of the Gross Proceeds from any sale of our Company or substantially

all of our assets.

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

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

amount is the intrinsic value [fair market value] on January 2, 2024 ($0.48 per share) minus the weighted average per share exercise

price of $0.43 of all unvested stock options for each NEO, including Stock Appreciation Rights (“SAR”).

Any option with

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

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

extension in the occurrence of termination from a change in control.

For the purpose of this schedule, a NYSE American closing price

at January 2, 2024 of $0.48 was used with an estimated exercise price of $0.48 for Mr.

The value was obtained using the Black-Scholes-Merton

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

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

Post-Employment

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they will not be mentioned in the subsection.

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

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

required by law.

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In the event that an NEO’s employment is terminated for Cause, we shall pay such

NEO, at the time of such termination, only the compensation and benefits otherwise due and payable to him or her through the last day

of his actual employment by us.

NEO, at the time of such termination, only the compensation and benefits otherwise due and payable to him through the last day of his

actual employment by us.

without Cause

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

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

benefit distributions that are made due to a “separation from service” occurring while he or she is a Named Executive Officer

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

Rather, any distribution which would otherwise be paid

to him or her during such period shall be accumulated and paid to him or her in a lump sum on the first day of the seventh month following

the “separation from service”.

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

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

However, benefit

distributions that are made due to a “separation from service” occurring while he is a Named Executive Officer shall not

be made during the first six months following separation from service.

Rather, any distribution which would otherwise be paid to him

during such period shall be accumulated and paid to him in a lump sum on the first day of the seventh month following the “separation

from service”.

All subsequent distributions shall be paid in the manner specified.

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“Disability” means the NEO’s inability effectively to carry out substantially

all of his or her duties by reason of any medically determinable physical or mental impairment which can be expected to result in death

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

In the event his or her employment

is terminated due to his or her death or disability, we will pay him or her (or their estate as the case may be), at the time of such

termination, his or her base salary, applicable benefits, and immediate vesting of unvested stock options.

In the event of permanent

disability, we will provide an additional two years of base salary.

all of his duties by reason of any medically determinable physical or mental impairment which can be expected to result in death or which

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

In the event his employment is terminated due

to his death or disability, we will pay him (or his estate as the case may be), at the time of such termination, his base salary, applicable

benefits, and immediate vesting of unvested stock options.

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

of base salary.

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

Mitchell, Compensation and Corporate

Governance and Nomination Committee Chair, and Stewart L.

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

Governance and Nomination Committee Chair, Stewart L.

Appelrouth, Audit Committee Chair, and Nancy K.

Byrn all of whom are independent

Board of Director members.

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

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Options shares

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

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

Compensation – 2023 & 2022

Name and Title of Director

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, 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

percent or more of our issued and outstanding Common Stock;

and Title of Director

Incentive Plan Compensation $

in Pension Value & Nonqualified Deferred Compensation Earnings $

Other Compensation As Director $

March 2023, the Board reduced annual cash compensation from $182,462 to $125,000 to allow for additional Board members.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

following table sets forth as of March 24, 2024, the number and percentage of outstanding shares of Common Stock beneficially owned

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

Common Stock;

of our Directors and the Named Executives Officers;

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Equels, Executive Vice Chairman, Chief Executive Officer, President

1,971,166 (1)

Rodino III, Chief Operating Officer, General Counsel, Secretary

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Robert Dickey IV, Chief Financial Officer

Bryan, Director

All directors and executive officers as a group (6 persons)

** Less than 1%

Equels, shares beneficially owned include 1,254,711 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.

Rodino, shares beneficially owned include 344,617 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 229,589 shares issuable upon exercise of options and excludes no 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 139,599 shares issuable upon exercise of options and excludes no 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.

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Plan Category

Securities to be

available for

future issuance

Number of Securities to be

exercise of outstanding

options, warrants and

Number of securities

Remaining available for

future issuance under equity

compensation plans

(excluding securities

reflected in column) (a)

Equity compensation plans approved by security holders:

Equity compensation plans not approved by security holders:

Certain Relationships and Related Transactions, and Director Independence.

Certain Relationships and Related Transactions, and Director

Independence.

Approval or Ratification of Transactions with Related Persons

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independence from us.

The total fees by BDO USA, LLP (“BDO”) for 2022 were $517,000 and total 2021 were $485,000.

Description of Fees:

Audit-Related Fees

The total fees by BDO USA, P.C.

(“BDO”) for 2023 were $594,474 and total fees for 2022 were $545,000.

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

and services in connection with statutory and regulatory filings.

Audit-Related

the fees for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements.

Audit-related fees include professional services related to the Company’s filing of SEC Form S-3 and S-8 (i.e., stock shelf offering

also includes fees for assurance and related services that were reasonably related to the performance of the audit or review of our financial

Audit-related fees include professional services related to the Company’s filing of SEC Form S-3 and S-8 (i.e., stock

shelf offering procedures).

fees include fees billed by BDO for professional services rendered for tax return preparation, compliance, advice and planning services.

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

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the financial statements or notes thereto.

- See exhibit index below.

and Restated Certificate of Incorporation of the Company, as amended, along with Certificates of Designations (incorporated by reference

Exhibits - See exhibit index below.

and Restated Certificate of Incorporation, as amended, along with Certificates of Designations (incorporated by reference

to exhibits of the Company’s Registration Statement on Form S-1 (No.

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333-229051) filed February 6, 2019).

Amended and Restated By-Laws of Registrant.*

Amended and Restated By-Laws.

(incorporated by reference to Exhibit 3.7 to the Company’s annual report on Form 10-K (No.

001-27072) for the year ended December 31, 2022).

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

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000-27072) for the period ended September 30, 2018).

Form of Agreement between the Company and the Warrantholders.- May 2, 2019 (incorporated by reference to exhibit 10.1 to the Company’s Current report on Form 8-K (No.

of Agreement between the Company and the Warrant holders.- May 2, 2019 (incorporated by reference to Exhibit 10.1 to the

Company’s Current report on Form 8-K (No.

001-27072) filed May 2, 2019).

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001-27072) for the year ended December 31, 2020).

March 24, 2021 employment agreement with Ellen Lintal (incorporated by reference to exhibit 10.81 to the Company’s Annual report on Form 10-K (No.

24, 2021 employment agreement with Ellen Lintal (incorporated by reference to Exhibit 10.81 to the Company’s Annual report on Form

001-27072) for the year ended December 31, 2020).

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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 24, 2022 Consulting Agreement with Ellen Lintal (Portions of this agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)) (incorporated by reference to Exhibit 10.79 to the Company’s annual report on Form 10-K (No.

001-27072) for the year ended December 31, 2022).

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

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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*

(incorporated by reference to Exhibit 10.93 to the Company’s annual report on Form 10-K (No.

001-27072) for the year ended December 31, 2022).

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)) (incorporated by reference to Exhibit 10.94 to the Company’s annual report on Form 10-K (No.001-27072) for the year ended December 31, 2022).

January 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)) (incorporated by reference to Exhibit 10.95 to the Company’s annual report on Form 10-K (No.

001-27072) for the year ended December 31, 2022).

1, 2023 Extension Agreement with Foresite Advisors LLC (incorporated by reference to Exhibit 10.96 to the Company’s annual report

on Form 10-K (No.

001-27072) for the year ended December 31, 2022).

April 4, 2023 Unrestricted Grant Agreement with Erasmus University Medical Center (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (No.

001-27072) filed April 7, 2023)

April 5, 2023 Independent Contractor Service Agreement with Casper H.J van Eijck (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (No.

001-27072) filed April 7, 2023)

April 19, 2023 Equity Distribution Agreement with Maxim Group, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (No.

001-27072) filed April 19, 2023)

Material Transfer and Research Agreement, dated as of May 22, 2023, with Japanese National Institute of Infectious Disease (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 May 30, 2023).

September 20, 2023 Amended and Restated Material Transfer and Research Agreement with Roswell Park Cancer Institute Corporation d/b/a Roswell Park Comprehensive Cancer Center (incorporated by reference to Exhibit 10.1 to the Company’s Current Report of Form 8-K (No.

001-27072) filed September 29, 2023).

February 16, 2024 Note Purchase Agreement with Streeterville Capital LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (No.

001-27072) filed February 20, 2024).

February 16, 2024 Promissory Note with Streeterville Capital LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (No.

001-27072) filed February 20, 2024).

Atlas Equity Purchase Agreement *

Atlas Registration Rights Agreement *

List of Subsidiaries*

Consent of BDO USA, LLP.*

Consent of BDO USA, P.C.*

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Executive Officer.

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

Company Clawback Policy*

following materials from AIM’ Annual Report on Form 10-K for the year ended December 31, 2019, formatted in eXtensible Business

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and (iv) Notes to Condensed Consolidated Financial Statements.

Filed herewith.

Financial Statement Schedules

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Stewart L Appelrouth

Robert Dickey IV

Robert Dickey IV E

Financial Officer

Nancy Bryan E

IMMUNOTECH INC.

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to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (BDO USA, LLP;

Report of Independent Registered Public Accounting Firm (BDO USA, P.C.;

Miami, Florida ;

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Consolidated Balance Sheets at December 31, 2023 and 2022

Consolidated Statements of Comprehensive Loss for each of the years in the two-year period ended December 31, 2022

Statements of Operations and Comprehensive Loss for each of the years in the two-year period ended December 31, 2023

Consolidated Statements of Changes in Stockholders’ Equity for each of the years in the two-year period ended December 31, 2023

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(the “Company”) as of December 31, 2023

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, 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.

and 2022, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash

flows for each of the two years in the period ended December 31, 2023 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, 2023 and 2022, and the results of its operations and its

cash flows for each of the two years in the period ended December 31, 2023 , 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 audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

of our audits, 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 critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are

of critical audit matters 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

offerings that contain a cash settlement feature upon the occurrence of a Fundamental Transaction.

The Company calculates the fair value

of the redeemable warrants at the end of each quarterly reporting period using a Monte Carlo Simulation, which includes subjective assumptions.

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

Specifically, there was a high degree

of management subjectivity and judgment in selecting the assumptions used in the Monte Carlo Simulation, including the expected probability

of a Fundamental Transaction and the expected stock price volatility.

Auditing these elements involved especially subjective auditor

judgment due to the nature and extent of audit effort required to address these matters, including the use of personnel with specialized

skill and knowledge to evaluate the Company’s Monte Carlo Simulation.

Research and Development Costs

As described in Note 8 to the consolidated financial statements, the Company entered into research, consulting and

supply agreements with third party service providers to perform research and development activities on therapeutics, including clinical

The Company recorded research and development costs of approximately $10.9 million for the year ended December 31, 2023, and accrued

clinical trial expenses of approximately $0.8 million at December 31, 2023.

The identification of research and development costs involves

reviewing open contracts and purchase orders, communicating with applicable company and third-party personnel to identify services that

have been performed, and corroborating the level of service performed and the associated cost incurred for the service when the Company

has not yet been invoiced or otherwise notified of actual expenses.

We identified the recognition of research and development costs as a critical

audit matter.

The principal consideration for our determination was that performing procedures and evaluating audit evidence relating

to research and development costs involved a high degree of auditor effort required to address this matter.

primary procedures we performed to address this critical audit matter included:

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, including independent development of the equity volatilities, considering

the daily historical stock price volatility information.

/s/ BDO USA, LLP

research and development costs on a sample basis, which included tracing relevant information to certain underlying agreements, purchase

orders, and invoices received.

certain research and development costs incurred for the fiscal year with third party service providers.

BDO USA, P.C.

have served as the Company’s auditor since 2021.

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Cash and cash equivalents

Marketable securities

Marketable investments

Funds receivable from New Jersey net operating loss

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Total current liabilities

Long-term liabilities:

Long-term liability:

Operating lease liability

Redeemable warrants

Commitments and contingencies (Notes 8, 10, 11, and 16)

Total liabilities

Commitments and contingencies (Notes 8, 10, 11, 16)

Stockholders’ equity:

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

issued and outstanding 48,084,287 and

47,994,672 , respectively

Series A Junior Participating Preferred Stock, $ 0.001 par value, 4,000,000 and 250,000 shares authorized as of December 31, 2023 and 2022, respectively;

issued and outstanding – none

Series B Convertible Preferred Stock, stated value $ 1,000 per share, 10,000 shares authorized;

689 and 696 issued and outstanding as of December 31, 2023 and 2022, respectively

Preferred Stock,

Common Stock, $ 0.001

par value, authorized shares - 350,000,000 ;

issued and outstanding shares 49,102,484

and 48,084,287

(including 701,667

of unvested stock awards) as of December 31, 2023 and 2022, respectively

Additional paid-in capital

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AND SUBSIDIARIES

Statements of Comprehensive Loss

Statements of Operations and Comprehensive Loss

thousands, except share and per share data)

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General and administrative

Impairment of assets

Total Costs and Expenses

Operating loss

Loss on investments

Interest expense and other finance costs

Gain (loss) on investments

Interest and other income

Extinguishment of financing obligation

Gain on sale of fixed assets

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Gain from sale of income tax operating losses

Other comprehensive loss

Reclassification adjustment for realized investment loss

Change in unrealized loss on marketable securities available for sale

Net comprehensive loss

Basic and diluted loss per share

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thousands except share data)

Comprehensive

Stockholders’

the Year Ended December 31, 2023

Common Stock .001

Additional Paid-in

Accumulated other Comprehensive

Total Stockholders’

Income (Loss)

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$ ( 380,546 )

Shares issued for:

Common stock issuance, net of costs

Shares issued to pay accounts payable

Equity-based compensation

Series B preferred shares converted to common shares

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Balance December 31, 2023

Shares issued for:

$ ( 409,508 )

the Year Ended December 31, 2022

Common Stock .001

Additional Paid-in

Accumulated other Comprehensive

Total Stockholders’

Income (Loss)

Balance December 31, 2021

$ ( 361,101 )

Common stock issuance, net of costs

Warrant modification

Equity-based compensation

Cashless warrant conversion

Series B preferred shares converted to common shares

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Statements of Cash Flows

Years ended December 31,

ended December 31,

Cash flows from operating activities:

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Gain on sale of fixed assets

Extinguishment of financing obligation

Amortization of patent, trademark rights

Changes in ROU assets

Impairment of plant property equipment and other assets

Loss (gain) from sale of income tax operating losses

Abandonment and expiration of patents and trademark rights

Amortization of patent and trademark rights

Non-cash lease expense

Loss from sale of income tax operating losses

Equity-based compensation

Loss on sale of marketable securities

Amortization of finance and debt issuance costs

Loss (gain) on sale of marketable investments

Change in assets and liabilities:

Accounts receivable

Funds receivable from New Jersey operating loss sales

Prepaid expenses and other current assets and other non current assets

Prepaid expenses and other current assets

Lease liability

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Cash flows from investing activities:

Proceeds from sale of marketable securities

Purchase of marketable securities

Proceeds from sale of marketable investments

Purchase of marketable investments

Purchase of property and equipment

Proceeds from sales of property and equipment

Proceeds from sale of property and equipment

Purchase of patent and trademark rights

Net cash provided by (used in) investing activities

Net cash (used in) provided by investing activities

Cash flows from financing activities:

Financing obligation payments

Payoff of financing obligation

Proceeds from sale of stock, net of issuance costs

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Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Supplemental disclosures of non-cash investing and financing cash flow information:

Stock issued to settle accounts payable

Unrealized loss on marketable securities

Unrealized gain (loss) on marketable investments

Conversion of Series B preferred

Operating Lease - Right of Use Assets

Operating lease liability arising from obtaining right of use asset

accompanying notes to consolidated financial statements.

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TO CONSOLIDATED FINANCIAL STATEMENTS

Description of Business and

Basis of Presentation

ImmunoTech Inc.

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commercial sale in the Argentine Republic for the treatment of severe Chronic Fatigue Syndrome (“CFS”).

Company’s primary present business focus involves Ampligen.

Ampligen is a double-stranded RNA (“dsRNA”) molecule being

developed for globally important cancers, viral diseases and disorders of the immune system.

currently is proceeding primarily in three areas:

plus Standard of Care (“SOC”) to treat pancreatic cancer patients, and in other

cancers, as a potential therapeutic that modifies the tumor microenvironment with the goal

of increasing anti-tumor responses to check point inhibitors and with SOC.

Ampligen’s antiviral activities and potential use as a prophylactic or treatment for

existing viruses, mutations thereof or new viruses.

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

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

are intolerant to recombinant interferon.

Alferon N Injection is the only natural-source, multi-species alpha interferon currently approved

for sale in the United States for the intralesional treatment of refractory (i.e., resistant to other treatment) or recurring external

condylomata acuminata/genital warts in patients 18 years of age or older.

Certain types of human papilloma viruses cause genital warts.

AIM also has approval from ANMAT for the treatment of refractory patients that failed or were intolerant to treatment with recombinant

interferon in Argentina.

Company 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)

Company’s primary business focus involves Ampligen.

Ampligen is a double-stranded RNA (“dsRNA”) molecule being developed

for globally important cancers, viral diseases and disorders of the immune system.

currently is proceeding primarily in four areas:

a randomized, controlled study to evaluate efficacy and safety of Ampligen compared to a control group to treat locally advanced

pancreatic cancer patients.

Ampligen in other cancers, as a potential therapy that modifies the tumor microenvironment with the goal of increasing anti-tumor responses

to check point inhibitors.

Ampligen’s antiviral activities and potential use as a prophylactic or treatment for existing viruses, new viruses and mutated

viruses thereof.

Ampligen as a treatment for myalgic encephalomyelitis/chronic fatigue syndrome (“ME/CFS”) and fatigue and/or Post-COVID

conditions of fatigue.

is prioritizing activities in an order related to the stage of development, with those clinical activities such as pancreatic cancer,

ME/CFS and Post-COVID conditions having priority over antiviral experimentation.

AIM intends that priority clinical work be conducted

in trials authorized by the U.S.

Food and Drug Administration (“FDA”) or European Medicines Agency (“EMA”), which

trials support a potential future NDA.

However, the Company’s antiviral experimentation is designed to accumulate additional preliminary

data supporting its hypothesis that Ampligen is a powerful, broad-spectrum prophylaxis and early-onset therapeutic that may confer enhanced

immunity and cross-protection.

Accordingly, the Company will conduct antiviral programs in those venues most readily available and able

to generate valid proof-of-concept data, including foreign venues.

Basis of Preparation and Consolidation

The accompanying consolidated

financial statements include the accounts of AIM ImmunoTech and all entities in which a controlling interest is held by the Company.

significant intercompany balances and transactions have been eliminated in consolidation.

The consolidated financial statements are prepared

in accordance with accounting principles generally accepted in the U.S.

Summary of Significant Accounting Policies

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.

Cash and Cash Equivalents

includes bank deposits maintained at several financial institutions.

The Company considers highly liquid

instruments with an original maturity of three months or less to be cash equivalents.

At various times throughout the year

ended December 31, 2023, some accounts held at financial institutions were in excess of the federally insured limit of $ 250

The Company has not experienced any losses on these accounts and believes credit risk to be minimal.

Marketable Investment

Company’s marketable investments consist solely of mutual funds.

We determine realized gains and losses for marketable investments

using the specific identification method and measure the fair value of our marketable investments using a market approach where identical

or comparable prices are available.

If quoted market prices are not available, fair values of investments are determined using prices

from a pricing service, pricing models, quoted prices of investments with similar characteristics or discounted cash flow models.

Property and Equipment, net

Schedule of Property and Equipment

(in thousands)

Land, buildings and improvements

Furniture, fixtures, and equipment

Total property and equipment

accumulated depreciation and amortization

of Property and Equipment

(in thousands) December 31,

Furniture, fixture and equipment

accumulated depreciation

Property and equipment, net

and equipment are recorded at cost.

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

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.

Depreciation is computed using the straight-line method over the estimated useful lives of the respective

assets, ranging from three to ten years .

Depreciation expense for the years ended December 31, 2023 and 2022 was $ 39,000

and $ 38,000 , 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.

The Company sold the manufacturing facility on November 1, 2022.

Patent and Trademark Rights, net

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of significant estimates include determination of other-than-temporary impairment on securities, valuation of deferred taxes, patent

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

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

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

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

To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity

performs the following five steps:

(i) identify the contract(s) with a customer;

(ii) identify the performance obligations in the contract;

(iii) determine the transaction

(ii) identify the performance obligations in the

(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 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.

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 it 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 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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Recent Accounting Standards and Pronouncements

June 2016, the FASB issued ASU 2016-13, Financial Instruments - Measurement of Credit Losses on Financial Instruments, and subsequent

amendments to the guidance, ASU 2018-19 in November 2018 and ASU 2020-02 in February 2020.

The standard significantly changes how entities

will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income.

The standard will replace today’s “incurred loss” approach with an “expected loss” model for instruments

measured at amortized cost.

For available-for-sale debt securities, entities will be required to record allowances rather than reduce

the carrying amount, as they do today under the other-than-temporary impairment model.

It also simplifies the accounting model for purchased

credit-impaired debt securities and loans.

The amendment will affect loans, debt securities, trade receivables, net investments in leases,

off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the

contractual right to receive cash.

ASU 2018-19 clarifies that receivables arising from operating leases are accounted for using lease

guidance and not as financial instruments.

The amendments should be applied on either a prospective transition or modified-retrospective

approach depending on the subtopic.

This ASU will be effective for us beginning the first day of our 2023 fiscal year.

Early adoption

is permitted.

We 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.

October 2023, the FASB issued ASU 2023-06, Disclosure Improvements.

The standard requires additional or amended disclosure requirements

for a variety of transactions.

The provisions most applicable to the Company include the method used in diluted earnings per share computation

for each dilutive security including interim periods, preferences in involuntary liquidation for preferred stock.

This ASU becomes effective

dependent upon the SEC’s removal of related disclosures from Regulation S-X or S-K.

Early adoption is permitted.

The Company has

evaluated the impact of adoption of this ASU on its financial condition, results of operations and cash flows, and, as such, has determined

that the adoption of the new standard will not have a material effect on its financial statements.

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures.

The amendments in

this Update require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and

(2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items

is equal to or greater than 5 percent of the amount computed by multiplying pretax income [or loss] by the applicable statutory income

Specifically, public business entities are required to disclose a tabular reconciliation, using both percentages and reporting

currency amounts.

The amendments in this Update require that all entities disclose on an annual basis the following information about

income taxes paid:

The amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign

The amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid

(net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received).

The amendments

in this Update require that all entities disclose the following information:

Income (or loss) from continuing operations before income

tax expense (or benefit) disaggregated between domestic and foreign 2.

Income tax expense (or benefit) from continuing operations disaggregated

by federal (national), state, and foreign.

amendments in this Update eliminate the requirement for all entities to (1) disclose the nature and estimate of the range of the reasonably

possible change in the unrecognized tax benefits balance in the next 12 months or (2) make a statement that an estimate of the range

cannot be made.

The amendments in this Update remove the requirement to disclose the cumulative amount of each type of temporary difference

when a deferred tax liability is not recognized because of the exceptions to comprehensive recognition of deferred taxes related to subsidiaries

and corporate joint ventures.

The Company has evaluated the impact of adoption of this ASU on its financial condition, results of operations

and cash flows, and, as such, has determined that the adoption of the new standard will not have a material effect on its 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

15 unchanged sentences

Factors that the Company considers in deciding when to perform an impairment review include

significant under-performance of a business or product line in relation to expectations, significant negative industry or economic trends,

and significant changes or planned changes in its use of the assets.

The Company measures the recoverability of assets that it will continue

to use in its operations by comparing the carrying value of the asset grouping to our estimate of the related total future undiscounted

net cash flows.

If an asset grouping’s carrying value is not recoverable through the related undiscounted cash flows, the asset

grouping is considered to be impaired.

significant decreases in the market price of a long-lived asset or group, a significant adverse change in the extent or manner in which

a long-lived asset (asset group) is being used or its physical condition, a significant adverse change in legal factors or in the business

climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator, an

accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset

(asset group), a current period operating or cash flow loss combined with a history of operating or cash flow losses or projection or

forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group) or a current expectation that,

more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously

estimated useful life.

assessing for impairment, the Company measures the recoverability of assets that it will continue to use in its operations by comparing

the carrying value of the asset grouping to our estimate of the related total future undiscounted net cash flows.

If an asset grouping’s

carrying value is not recoverable through the related undiscounted cash flows, the asset grouping is considered to be impaired.

Company measures the impairment by comparing the difference between the asset grouping’s carrying value and its fair value.

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In addition, as the Company reviews its manufacturing

process and other manufacturing planning decisions, the useful lives of assets are shorter than the Company had originally estimated,

process and other manufacturing planning decisions, if the useful lives of assets are shorter than the Company had originally estimated,

it accelerates the rate of depreciation over the assets’ new, shorter useful lives.

(3) Marketable Securities

securities consist of mutual funds and debt securities.

At December 31, 2022 and 2021, it was determined that none of the marketable

securities had an other-than-temporary impairment.

At December 31, 2022 and December 31, 2021, all securities were measured as Level

1 instruments of the fair value measurements standard (See Note 15:

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

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

(l) Lease accounting

The Company is a party to leases

for office space, lab facilities and other equipment.

The Company determines if a contract contains a lease arrangement at the inception

of the contract.

For leases in which the Company is the lessee, leases are classified as either finance or operating, with classification

affecting the pattern of expense recognition.

The Company records right of use assets and operating lease liabilities for its operating leases,

which are initially recognized at the present value of future lease payments over the lease term.

For leases that do not provide an implicit

rate, the Company utilizes an estimated incremental borrowing rate based on market observations existing at lease inception to calculate

the present value of future payments.

The Company amortizes its right of use assets on a straight-line basis over the associated lease

The lease term is defined as the

non-cancelable period of the lease, plus any options to extend or terminate the lease when it is reasonably certain that the Company will

exercise the option.

The Company has elected to include both lease and non-lease components in the determination of lease payments.

made to a lessor for items such as taxes, insurance, common area maintenance, or other costs commonly referred to as executory costs,

are also included in lease payments if they are fixed.

The fixed portion of these payments are included in the calculation of the lease

liability, while any variable portion is recognized as variable lease expenses as incurred.

The Company has elected not to

recognize right of use assets and lease obligations for its short term leases, which are defined as leases with an initial term of 12 months

Lease payments for short term leases are recognized on a straight-line basis over the lease term.

(m) Reclassifications

Certain prior year amounts have

been reclassified to conform with current year presentation.

These changes did not have any effect on net income, stockholders’

equity, or cash flows.

Marketable Investments

investments consist of mutual funds.

At December 31, 2023 and 2022, it was determined that none of the marketable investments had an

other-than-temporary impairment.

At December 31, 2023 and 2022, all securities were measured as Level 1 instruments of the fair value

measurements standard (See Note 15:

As of December 31, 2023 and 2022, the Company held $ 7,631,000 and $ 7,137,000 , respectively,

in mutual funds.

Funds classified as available for sale consisted of:

of Available of Sale

December 31, 2022

(in thousands)

Schedule of Equity Securities

December 31, 2022

(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

Short-Term Investments

of Equity Securities

Net gain recognized during the year on equity securities

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

Unrealized gains and losses recognized during the year on equity

securities still held at the end of the year

Funds classified as available for sale consisted of:

December 31, 2021

(in thousands)

December 31, 2021

(in thousands)

Short-Term Investments

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

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

Unrealized gains and losses recognized during the reporting period on equity securities still held at the end of the year

Patents and Trademark Rights, Net

Schedule of Patents, Trademark Rights

Patent and trademark rights consist of the following (in thousands):

of Patent and Trademark Rights

December 31, 2023

December 31, 2022

Gross Carrying Value

Accumulated Amortization

Net Carrying Value

Gross Carrying Value

Accumulated Amortization

Net Carrying Value

Net amortizable patents and trademarks rights

The following table presents the changes in the patents and

trademark rights:

of Changes in Patents, Trademark Rights

(in thousands)

December 31, 2022

December 31, 2023

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:

Schedule of Amortization of Patents and Trademarks

of 17 years and 10 years, respectively.

of patents and trademarks for each of the next five years is as follows (in thousands):

of Amortization of Patents and Trademarks

Year Ending December 31,

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expenses at December 31, 2023 and 2022 consist of the following:

Accrued Expenses

(in thousands)

of Accrued Expenses

(in thousands) December 31,

Professional fees

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Other expenses

Accrued expenses

Stockholders’ Equity

1 unchanged sentence

Company is authorized to issue 5,000,000 shares of $ 0.01 par value preferred stock with such designations, rights and preferences as

may be determined by the Board of Directors.

Of our authorized preferred stock, 250,000 shares have been designated as Series A Junior

Participating Preferred Stock and 8,000 shares have been designated as Series B Convertible Preferred Stock.

The Series B Convertible

Preferred Stock has a stated value $ 1,000 per share.

Company is authorized to issue 8,000 Series B Convertible Preferred Stock, no par value, stated value $ 1,000 per share.

As of December

31, 2022, and December 31, 2021, the Company had 696 and 715 shares of Series B Convertible Preferred Stock outstanding, respectively.

may be determined by the Board.

Of our authorized preferred stock, 4,000,000 shares have been designated as Series A Junior Participating

Preferred Stock and 10,000 shares have been designated as Series B Convertible Preferred Stock.

A Junior Participating Preferred Stock

May 10, 2023, the Company filed a Certificate of Increase in Delaware, increasing the number of preferred stock designated as Series

A Junior Participating Preferred Stock to 4,000,000 from 250,000 shares.

B Convertible Preferred Stock

Company has designated 10,000 shares of its preferred stock as Series B Convertible Preferred Stock (the “Preferred Stock”).

Each share of Preferred Stock has a par value of $ 0.01 per share and a stated value equal to $ 1,000 (the “Stated Value”).

The shares of Preferred Stock shall initially be issued and maintained in the form of securities held in book-entry form and the Depository

Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of the shares of Preferred Stock.

share of Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option

of the Holder thereof or at any time and from time to time on or after the second anniversary of the Original Issue Date at the option

of the Corporation, into that number of shares of Common Stock (subject in each case to the limitations determined by dividing the Stated

Value of such share of Preferred Stock by the Conversion Price).

The conversion price for the Preferred Stock shall be equal to $ 0.20 ,

subject to adjustment herein (the “Conversion Price”).

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

holders of common stock and to holders of certain options and redeemable warrants as of February 14, 2019, at no charge, one non-transferable

subscription right for each share of common stock held or deemed held on the record date.

Each right entitled the holder to purchase

one unit, at a subscription price of $ 1,000 per unit, consisting of one share of Series B Convertible Preferred Stock with a face value

of $ 1,000 (and immediately convertible into common stock at an assumed conversion price of $ 8.80 ) and 114 warrants with an assumed exercise

price of $ 8.80 .

The redeemable warrants are exercisable for five years after the date of issuance.

The net proceeds realized from the

rights offering were approximately $ 4,700,000 .

During the year ended December 31, 2023, 7 shares of Series B Convertible Preferred Stock

were converted into common stock.

of December 31, 2023 and 2022, the Company had 689 and 696 shares of Series B Convertible Preferred Stock outstanding, respectively.

Holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series B Preferred Stock equal (on an as-if-converted-to-Common-Stock

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The Series B Convertible

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

holders of common stock and to holders of certain options and warrants as of February 14, 2019, at no charge, one non-transferable subscription

right for each share of common stock held or deemed held on the record date.

Each right entitled the holder to purchase one unit, at

a subscription price of $ 1,000 per unit, consisting of one share of Series B Convertible Preferred Stock with a face value of $ 1,000

(and immediately convertible into common stock at an assumed conversion price of $ 8.80 ) and 114 warrants with an assumed exercise price

The warrants are exercisable for five years after the date of issuance.

The net proceeds realized from the rights offering

were approximately $ 4,700,000 .

During the twelve months ending December 31, 2022, 19 shares of Series B Convertible Preferred Stock were

converted into common stock.

Preferred Stock does not carry voting Rights.

Common Stock and Equity Finances

1 unchanged sentence

authorized shares.

July 7, 2020, the board of directors approved a plan pursuant to which all directors, officers, and employees could purchase from the

Company up to an aggregate of $ 500,000 worth of shares at the market price.

Pursuant to NYSE American rules, this plan was effective

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

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.

As of December 31, 2023 and 2022, there were 49,102,484 and 48,084,287 shares

of Common Stock issued and outstanding, respectively.

Stock Purchase Plan (Not equity compensation)

July 7, 2020, the Board approved a plan pursuant to which all directors, officers, and employees could purchase from the Company up to

an aggregate of $ 500,000 worth of shares at the market price (including subsequent plans, the “Employee Stock Purchase Plan”).

Pursuant to NYSE American rules, this plan was effective for a sixty-day period commencing upon the date that the NYSE American approved

the Company’s Supplemental Listing Application.

The Company created successive new plans following the expiration of the July 7,

The latest plan was approved by the Board in January 2024 and expires in March 2024.

the year ended December 31, 2023, the Company issued a total of 419,285 shares of its Common Stock at a price ranging from $ 0.31 to $ 0.67

for total proceeds of approximately $ 150,500 as part of the employee stock purchase plan.

the year ended December 31, 2022, the Company issued a total of 86,817 shares of its Common Stock at prices ranging from $ 0.76 to $ 1.02

for total proceeds of $ 80,000 as part of the employee stock purchase plan.

(Rights offering)

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

2 unchanged sentences

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”) .

In conjunction with the Offering, we issued 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.

12 unchanged sentences

$ 7,200,000 .

During the year ending December 31 , 2020, 1,870,000 of the Pre-funded Warrants

During the year ended December 31 , 2020, 1,870,000 of the Pre-funded Warrants

were exercised and 8,873,960 Warrants were exercised.

4 unchanged sentences

modification.

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

July 19, 2019, the Company entered into a new Equity Distribution Agreement (the “2019 EDA”) with Maxim Group LLC (“Maxim”),

pursuant to which it could sell, from time to time, shares of its Common Stock through Maxim, as agent (the “Offering”).

The 2019 EDA replaced a prior EDA with Maxim.

For the year ended December 31, 2020, the Company sold 20,444,807 shares under the 2019

EDA for total gross proceeds of $ 53,936,615 , which includes a 3.5 % fee to Maxim of $ 1,888,727 .

During the period ended December 31, 2021,

the Company sold 5,665,731 shares under the 2019 EDA for total gross proceeds of $ 13,301,526 , which includes a 3.5 % fee to Maxim of $ 465,533 .

The 2019 EDA was terminated in early February 2021.

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

Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards,

(vii) Performance Cash Awards, and (viii) Other Stock Awards.

Initially, a maximum of 7,000,000 shares of Common Stock is reserved for

potential issuance pursuant to awards under the 2018 Equity Incentive Plan.

Unless sooner terminated, the 2018 Equity Incentive Plan

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

On October 17, 2018, the Board of Directors issued 26,324 options

to the officers and directors at the exercise price of $ 9.68 expiring in 10 years, and on November 14, 2018, the Board of Directors issued

23 options to each employee, officer and director at the exercise price of $ 9.68 expiring in ten years.

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.

August 2020, 400,000 options were issued to each of these officers with an exercise price range of $ 2.77 to $ 3.07 for a period of ten

years with a vesting period of one year.

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.

No Warrants were exercised during the year ended December 31, 2023 and 2022.

As of December 31, 2023 and 2022 there are

15,000 Warrants outstanding.

Distribution Agreement

April 19, 2023, the Company entered into an Equity Distribution Agreement (the “EDA”) with Maxim Group LLC

(“Maxim”), pursuant to which the Company may sell, from time to time, shares of its common stock having an aggregate

offering price of up to $ 8,500,000

through Maxim, as agent (the “Offering”).

Sales under the EDA were registered under the S-3 Shelf Registration

Under the terms of the EDA, Maxim will be entitled to a transaction fee at a fixed rate of 3.0 %

of the gross sales price of shares sold under the EDA.

During the year ended December 31, 2023, the Company sold 598,114

shares under the EDA for total gross proceeds of approximately $ 344,000 ,

which includes a 3.0 %

fee to Maxim of $ 10,326 .

Subsequent to the year ended December 31, 2023, the Company sold 699,568 shares under the EDA for total gross proceeds

of $ 316,392 , which includes a 3.0 % fee to Maxim of $ 9,492 .

May 12, 2023, the Company amended and restated its November 14, 2017 Rights Plan with American Stock Transfer & Trust Company as

Rights Agent (the “Rights Plan”).

Common Stock Options and Warrants

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The fair values of the options granted were estimated based on the following weighted average assumptions:

Options and Equity Estimated Based on Weighted Average Assumptions

of Options and Equity Estimated Based on Weighted Average Assumptions

Year Ended December 31,

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1.74 % - 3.88 %

0.66 % - 1.23 %

Expected dividend yield

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98.43 % - 107.18 %

108.08 % - 108.46 %

Weighted average grant date fair value for options issued

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common stock on the date of the grant.

regarding the options approved by the Board of Directors under Equity Plan of 2009 is summarized below.

The plan expired June 24, 2019:

Schedule of Stock Option Activity

Weighted Average Exercise Price

regarding the options approved by the Board of Directors under the Equity Plan of 2009 is summarized below.

The plan expired on June

of Stock Option Activity

Outstanding, beginning of year

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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

5 unchanged sentences

of Vest Stock Option Activity

Weighted Average Exercise

Aggregate Intrinsic

Outstanding December 31, 2021

3 unchanged sentences

Exercisable at December 31, 2023

weighted-average grant-date fair value of employee options granted during the year 2022 was $ 269,000 for 550,000 options at $ 0.49 per

option and during year 2021 was $ 801,000 for 500,000 options at $ 1.60 per option.

weighted-average grant-date fair value of employee options vested during the year ended December 31, 2023 was $ 184,000 for 424,999 options

at $ 0.43 per option and during year ended December 31, 2022 was $ 768,666 for 575,000 options at $ 1.34 per option.

stock option activity for employees:

of Unvested Stock Option Activity

Weighted Average Exercise

Average Remaining Contracted Term

Aggregate Intrinsic

Unvested December 31, 2021

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of Vest Stock Option Activity

Weighted Average Exercise

Weighted Average Remaining Contracted Term

Aggregate Intrinsic

Outstanding December 31, 2021

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Exercisable at December 31, 2023

weighted-average grant-date fair value of non-employee options granted during year 2022 was $ 161,500 for 300,000 options at $ 0.54 per

option and during the year 2021 was $ 181,161 for 109,154 options at $ 1.66 per option.

weighted-average grant-date fair value of non-employee options vested during year 2023 was $ 90,000 for 191,666 options at $ 0.47 per option

and during the year 2022 was $ 247,166 for 229,053 options at $ 1.08 per option.

stock option activity for non-employees:

of Unvested Stock Option Activity

Weighted Average Exercise

Aggregate Intrinsic

Unvested December 31, 2021

1 unchanged sentence

Unvested December 31, 2023

compensation expense was approximately $ 954,000 and $ 1,568,000 for the years ended December 31, 2022, and 2021 resulting in an increase

in general and administrative expenses and loss per share of $ 0.02 and $ 0.03 , respectively.

of December 31, 2022, and 2021, there was $ 217,000 and $ 779,000 , respectively, of unrecognized stock-based compensation cost related

to options granted under the Equity Incentive Plans.

compensation expense was approximately $ 243,000 and $ 954,000 for the years ended December 31, 2023 and 2022.

of December 31, 2023 and 2022, there was $ 294,000 and $ 217,000 , respectively, of unrecognized stock-based compensation cost related to

options granted under the Equity Incentive Plans.

Stock-based compensation related to options granted under the Equity Incentive Plans

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and represents the period of time that options are expected to be outstanding.

There were 16,907,471 granted in 2019 at $ 0.99 - $ 8.80

No warrants were granted in 2023 or 2022.

1 unchanged sentence

of Warrants Outstanding and Exercisable

Weighted Average Exercise Price

Outstanding, beginning of year

1 unchanged sentence

$ 0.99 – 469.92

17.16 – 84.48

Outstanding, end of year

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warrants are issued at the discretion of the Board.

In 2022 and 2021 there were no warrants issued and 114 warrants were exercised in

2022 and 568 were exercised in 2021.

During the year ended December 31, 2023, there were no warrants issued or exercised.

During the year ended December 31, 2022, there were no warrants issued and 114 were exercised.

Segment and Related Information

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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 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.

Company has entered into research, consulting and supply agreements with third party service providers to perform research and development

activities on therapeutics, including clinical trials.

The identification of research and development costs involves reviewing open contracts

and purchase orders, communicating with applicable company and third-party personnel to identify services that have been performed, and

corroborating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced

or otherwise notified of actual expenses.

The Company expenses these research and development costs when incurred.

During the year ended December 31, 2023, research and development expenses

were comprised of:

clinical studies ($ 6,014,000 ), manufacturing and engineering ($ 3,220,000 ), quality control ($ 1,271,000 ) and regulatory

($ 434,000 ).

During the year ended December 31, 2022, research and development expenses

were comprised of:

clinical studies ($ 4,070,000 ), manufacturing and engineering ($ 1,241,000 ), quality control ($ 1,236,000 ) and regulatory

($ 443,000 ).

following summarizes the most substantial of our contracts relating to research, consulting, and supply costs for AIM as they related

to research and development costs during the year ended December 31, 2023.

Clinical Research LLC

is the principal administrator of several of AIM’s largest clinical studies.

AIM has multiple contracts with Amarex Clinical

Research LLC (“Amarex”).

During the year ended December 31, 2023 and 2022, the Company incurred approximately $ 4,290,000

and $ 2,272,000 , respectively, related to these ongoing agreements:

Cancer - In April 2022, AIM executed a work order with Amarex pursuant to which Amarex is managing a Phase 2 clinical trial in locally

advanced pancreatic cancer patients designated AMP-270.

Per the work order, AIM anticipates that Amarex’s management of the

study will cost approximately $ 8,400,000 .

This estimate includes pass-through costs of approximately $ 1,000,000 and excludes certain

third-party and investigator costs and escalations necessary for study completion.

AIM anticipates that the study will take approximately

4.6 years to complete.

the year ended December 31, 2023, the Company incurred approximately $ 600,000 related to this agreement.

During the year ended December 31, 2022, the Company incurred approximately $ 1,691,000 related to this agreement.

Conditions - In September 2022, AIM executed a work order with Amarex, pursuant to which Amarex is managing a Phase 2 trial in patients

with Post-COVID Conditions.

AIM is sponsoring the study.

AIM anticipates that the study will cost approximately $ 6,400,000 , which

includes pass through costs of approximately $ 125,000 , investigator costs estimated at about $ 4,400,000 , and excludes certain other

third-party costs and escalations.

During 2023, the original work order increased to approximately $ 6,600,000 for the addition of

patient reported outcome (PRO) electronic questionnaires (devices/tablets for patients to complete);

services associated with the

ePRO system and additional safety monitoring services as well as changes to study documentation (such as protocol amendments) which

resulted in additional IND submissions to FDA.

This study was effectively concluded in 2023.

the year ended December 31, 2023, the Company incurred approximately $ 3,690,000 related to this agreement.

During the year ended December 31, 2022, the Company incurred approximately $ 581,000 related to this agreement.

HollisterStier

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

In 2017, the Company entered into

a purchase order with Jubilant pursuant to which Jubilant will manufacture batches of Ampligen® for the Company.

Since the 2017 engagement

of Jubilant, four lots of Ampligen consisting of more than 16,000 units have been manufactured and released in year 2018.

The first lot

was designated for human use in the US in the cost recovery CFS program and for expanded oncology clinical trials.

The second lot has

been designated for these programs in addition to commercial distribution in Argentina for the treatment of CFS.

production of additional polymer (Ampligen intermediates) took place in 2019 at the Company’s New Brunswick facility.

Additionally,

two lots of Ampligen were manufactured in December 2019 and January 2020 at Jubilant.

The current manufactured lots of Ampligen have

been fully tested and released for commercial product launch in Argentina and for clinical trials.

August 2020, we contracted Amarex Clinical Research LLC (“Amarex”) to act as our Clinical Research Organization and provide

regulatory support with regard to a possible clinical trial testing Ampligen’s potential as a COVID-19 prophylaxis via intranasal

delivery, and for the development of Ampligen as a therapy for pancreatic cancer.

For the year ended December 31, 2022, and

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.

(“Pii”) as a “Fill & Finish” provider to enhance

the Company’s capacity to produce the drug Ampligen.

This addition amplifies AIM’s manufacturing capability by providing

redundancy and cost savings.

The contracts augment AIM’s existing fill and finish capacity.

As agreed to in the Master Services

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

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.

For the year ended December

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

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

(“Polysciences”) for the manufacture of our Poly I and

Poly C12U polynucleotides and associated test methods at Polysciences’ Warrington, PA location to enhance our capacity to produce

the polymer precursors to the drug Ampligen.

We are working with Polysciences to negotiate and finalize both a Service Agreement and

a Quality Agreement.

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.

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”).

Full time employees of the Company are eligible to participate in the 401(k) Plan following one year of employment.

Subject to certain

limitations imposed by federal tax laws, participants are eligible to contribute up to 15 % of their salary (including bonuses and/or

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.

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

In 2017, the Company

entered into an agreement with Jubilant pursuant to which Jubilant will manufacture batches of Ampligen® for the Company.

2017 engagement of Jubilant, two lots of Ampligen consisting of more than 16,000 units were manufactured and released in the year 2018.

The first lot was designated for human use in the United States in the cost recovery CFS program and for expanded oncology clinical trials.

The second lot has been designated for these programs in addition to commercial distribution in Argentina for the treatment of CFS.

manufactured additional two lots of Ampligen in December 2019 and January 2020.

In March 2023, the Company ordered an additional 27,900

vials from Jubilant at a cost of approximately $ 1,432,000 .

the year ended December 31, 2023, the Company incurred approximately $ 1,432,000 related to this agreement.

During the year ended December 31, 2022, the Company incurred approximately $ 79,000 related to this agreement.

Pharma Solutions

2022, the Company entered into a Master Service Agreement and a Quality Agreement with Sterling Pharma Solutions (“Sterling”)

for the manufacture of the Company’s Poly I and Poly C12U polynucleotides and transfer of associated test methods at Sterling’s

Dudley, UK location to produce the polymer precursors to manufacture the drug Ampligen.

the year ended December 31, 2023, the Company incurred approximately $ 363,000 related to this agreement.

During the year ended December 31, 2022, the Company did not incur any expense related to this agreement.

December 2022, the Company entered into a joint clinical study agreement with Erasmus University Medical Center Rotterdam to conduct

a Phase II study:

Combining anti-PD-L1 immune checkpoint inhibitor durvalumab with TLR-3 agonist rintatolimod in patients with metastatic

pancreatic ductal adenocarcinoma for therapy efficacy.

This is a study in collaboration with AstraZeneca.

AIM’s limited responsibilities

are limited to providing Ampligen.

Additionally, AIM agreed to provide a grant of $ 200,000 for the study.

the year ended December 31, 2023, the Company incurred approximately $ 100,000 pursuant to the Grant Agreement.

During the year ended December 31, 2022, the Company did not incur any expense related to this agreement.

Sales International

October 2023, the Company entered into a consulting agreement with Azenova, LLC whereas Azenova will provide business development services

for AIM’s Ampligen product for solid tumors for a 12 month term that is extendable upon the agreement of the parties.

for its services, Azenova will receive a fixed monthly retainer of $ 30,000 per month in addition to 360,000 stock options that vest monthly.

the year ended December 31, 2023, the Company incurred approximately $ 75,000 related to this agreement.

During the year ended December 31, 2022, the Company did not incur any expense related to this agreement.

September 2023, the Company entered into an agreement with Alcami Corporation to perform an extractables study for a primary packaging

The agreement called for fixed costs of approximately $ 30,000 upon completion of the study and issue of the final report,

along with solvent costs, and pass through items to be billed on a per activity basis.

The final bill for the initial study was received

in December 2023.

the year ended December 31, 2023, the Company incurred approximately $ 65,000 of lab services from Alcami.

During the year ended December 31, 2022, the Company incurred approximately $ 18,000 of lab services from Alcami.

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

AIM’s full-time employees are eligible to participate in the 401(k) Plan following 61 days of employment.

Subject to certain limitations

imposed by federal tax laws, participants are eligible to contribute up to 15 % of their salary (including bonuses and/or commissions)

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

participant immediately vests in his or her deferred salary contributions as well as the Company’s safe harbor contributions.

safe harbor matching contribution by us was reinstated effective January 1, 2021.

For the year ended December 31, 2023 and 2022, the

Company’s matching contributions were approximately $ 162,000

and $ 122,000 ,

Employment Agreements

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The aggregate annual base compensation

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.

for these NEO under their respective contractual agreements for 2023 and 2022 was $ 1,275,000 and $ 1,275,000 , 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.

For the years ended December 31, 2023 and 2022, Officers’

bonuses were $ 450,000 , to be deferred and paid in 2024 and $ 450,000 , respectively.

2023, equity was granted as a form of compensation to these Officers.

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.

Company granted 300,000 ten-year options to purchase common stock with an exercise price of $ 0.47 per share to vest in one year to

Equels, Chief Executive 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.

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

Company granted 100,000 ten-year options to purchase common stock with an exercise price of $ 0.47 per share which vest in one year

to Peter Rodino, Chief Operating Officer and General Counsel.

Company recorded stock compensation expense of approximately $ 14,000 during the year ended December 31, 2023 with regard to these issuances

to Officers Equels and Rodino.

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

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.

Company granted 300,000 ten-year options to purchase common stock with an exercise price of $ 0.41 per share to vest in one year to

Equels, Chief Executive Officer.

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

from 1 to 5 years.

At contract inception, the Company reviews the facts and circumstances of the arrangement to determine if the contract

is or contains a lease.

The Company follows the guidance in Topic 842 “ Leases ” to evaluate whether the contract has

an identified asset;

if the Company has the right to obtain substantially all economic benefits from the asset;

and if the Company has

the right to direct the use of the underlying asset.

When determining if a contract has an identified asset, the Company considers both

explicit and implicit assets, and whether the supplier has the right to substitute the asset.

When determining if the Company has the

right to direct the use of an underlying asset, the Company considers if it has the right to direct how and for what purpose the asset

is used throughout the period of use and if it controls the decision-making rights over the asset.

Company’s lease terms may include options to extend or terminate the lease.

The Company exercises judgment to determine the term

of those leases when extension or termination options are present and include such options in the calculation of the lease term when

it is reasonably certain that it will exercise those options.

Company has elected to include both lease and non-lease components in the determination of lease payments.

Payments made to a lessor

for items such as taxes, insurance, common area maintenance, or other costs commonly referred to as executory costs, are also included

in lease payments if they are fixed.

The fixed portion of these payments are included in the calculation of the lease liability, while

any variable portion would be recognized as variable lease expenses, when incurred.

Variable payments made to third parties for these,

or similar costs, such as utilities, are not included in the calculation of lease payments.

lease commencement, lease-related assets and liabilities are measured at the present value of future lease payments over the lease term.

As most of the Company’s leases do not provide an implicit rate, the Company exercises judgment in determining the incremental

borrowing rate based on the information available when the lease commences to measure the present value of future payments.

leases are included in other assets, current operating lease obligations, and operating lease obligations (less current portion) on the

Company’s consolidated balance sheet.

Short term leases with an initial term of 12 months or less are not presented on the balance

sheet with expense recognized as incurred.

Company entered into a Lease Agreement for a term of five years commencing on September 14, 2020 pursuant to which the Company agreed

to lease two Sharp copiers.

The base of $ 1,415 per month.

June 13, 2018, the Company entered into a Lease Agreement for a term of six years commencing on July 1, 2018 pursuant to which the Company

agreed to lease approximately 3,000 rentable square feet.

The base rent increases by 3 % each year, and ranges from $ 2,100 per month for

the first year to $ 2,785 per month for the sixth year.

May 1, 2019, the Company entered into a Lease Agreement for a term of three years commencing on May 1, 2019 , pursuant to which the Company

agreed to lease approximately 3,000 rentable square feet.

The base rent is $ 1,500 per month for the term of the lease.

On October 4,

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 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,

Company granted 150,000 ten-year options to purchase common stock with exercise price of $ 0.41 to $ 0.70 per share which vest in one

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

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 $ 107,000 during the year ended December 31, 2023 with regard to these issuances

to Officers Equels, Rodino, and former Officer Lintal.

Company leases office and lab facilities and other equipment under non-cancellable operating leases with initial terms typically ranging

from 1 to 5 years, expiring at various dates during 2024 through 2027, and requiring monthly payments ranging from less than $ 1,000

to $ 17,000 .

Certain leases include additional renewal options ranging from 1 to 5 years.

has classified all of its leases as operating leases.

As of December 31, 2023 and 2022, the balance of the right of use assets was $ 697,000 and $ 829,000 , respectively,

and the corresponding operating lease liability balance was $ 718,000 and $ 837,000 , respectively.

Right of use assets are recorded net

of accumulated amortization of $ 363,000 and $ 158,000 as of December 31, 2023 and 2022, respectively.

recognized rent expense associated with these leases are follows:

Schedule of AIM

Recognized Rent Expense Associated with Operating Lease

Year ended December 31,

(in thousands)

Operating lease costs

Short-term and variable lease costs

Total lease costs

Classification of lease costs

Research & development

General and administrative

Total lease costs

The Company’s leases have remaining lease terms between 3 and 44 months.

As of December

31, 2023 and 2022, the weighted-average remaining term was 41 and 43 months, respectively.

Company’s weighted average incremental borrowing rate for its leases was 10 %

as of December 31, 2023 and 2022, respectively.

minimum payments as of December 31, 2023, are as follows:

Schedule of Operating Lease Future Payments

Year Ending December 31, (in thousands)

Less imputed interest

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)

5 unchanged sentences

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

million of Florida state net operating loss

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

The Company has approximately $ 3.6

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.

With no tax due for the foreseeable

future, the Company has determined that a policy to determine the accounting for interest or penalties related to the payment of tax

is not necessary at this time.

As of December 31, 2023,

the Company has approximately $ 166,300,000 of Federal net operating loss carryforwards (expiring in the years 2023 through 2038), and

$ 103,300,000 of Federal net operating loss carryforwards with no expiration date, both of which have been limited by Internal Revenue

Code Section 382, available to offset future federal taxable income.

The Company has approximately $ 28,800,000 of New Jersey state net

operating loss carryforwards (expiring in 2044).

The Company has approximately $ 82,500,000 of Florida state net operating loss carryforwards

with no expiration date to offset future Florida taxable income.

The Company has approximately $ 3,600,000 of Belgium net operating loss

carryforwards with no expiration date to offset future taxable income In December 2023, the Company effectively sold $ 14,156,000 of its

New Jersey state net operating loss carryforward and $ 38,600 in R&D credits for the year 2022 for approximately $ 1,313,000 .

The utilization

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

With no tax due for the foreseeable future, the

Company has determined that a policy to determine the accounting for interest or penalties related to the payment of tax is not necessary

at this time.

the Tax Reform Act of 1986, the utilization of a corporation’s net operating loss carryforward is limited following a greater than

15 unchanged sentences

of our deferred tax assets are fully offset by a valuation allowance at December 31, 2023 and 2022.

components of the net deferred tax assets and liabilities as of December 31, 2022 and 2021 consist of the following:

components of the net deferred tax assets and liabilities as of December 31, 2023 and 2022, which include the correction of an

immaterial deferred tax error of approximately $ 1.4

million in the stock compensation component and the corresponding valuation allowance for the same amount as of December 31, 2022,

consist of the following:

Schedule of Components of Net Deferred Tax Assets and Liabilities

4 unchanged sentences

Amortization & depreciation

Right of use asset

Stock compensation

4 unchanged sentences

The benefits of deferred tax assets are

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

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.

included within the gain from sale of income tax operating losses in the accompanying Consolidated Statements of Operations and

Comprehensive Loss.

The Company’s deferred tax asset estimates the projected sale of 2023 and 2022 New Jersey state operating

losses to be sold in the subsequent year, respectively.

Reconciliation

1 unchanged sentence

between the effective tax rate on income from continuing operations and the statutory tax rate is as follows (in thousands):

of Effective Tax Rate and Statutory Tax Rate

Schedule of Effective Tax Rate and Statutory Tax Rate

Pre Tax Book Loss

Income Tax Income

State Rate Change

NJ NOL True Up

Stock Compensation True Up

Fixed Assets True Up

NOL Refund VA True Up

Valuation Allowance

10 unchanged sentences

in manufacturing Ampligen and Alferon N Injection.

At present, we do not have any agreements with third parties for the supply of any

of these materials or we are relying on a limited source of reagent suppliers necessary for the manufacture of Alferon N Injection.

HollisterStier LLC has manufactured batches of Ampligen for us pursuant to purchase orders.

We anticipate that additional orders will

be placed upon approved quotes and purchase orders provided by us to Jubilant.

On December 22, 2020, we added Pharmaceutics International

At present, the Company does not have any agreements with third parties for the supply

of any of these materials or it is relying on a limited source of reagent suppliers necessary for the manufacture of Alferon N Injection.

Jubilant HollisterStier LLC has manufactured batches of Ampligen for us pursuant to purchase orders.

The Company anticipates that additional

orders will be placed upon approved quotes and purchase orders provided by us to Jubilant.

On December 22, 2020, it added Pharmaceutics

International Inc.

(“Pii”) as a “Fill & Finish” provider to enhance our capacity to produce the drug Ampligen.

This addition

amplifies our manufacturing capability by providing redundancy and cost savings.

The contracts augment our existing fill and finish capacity.

If we are unable to place adequate acceptable purchase orders with Jubilant or Pii in the future at acceptable prices upon acceptable

terms, we will need to find another manufacturer.

The costs and availability of products and materials we would need for the production

of Ampligen are subject to fluctuation depending on a variety of factors beyond our control, including competitive factors, changes in

technology, ownership of intellectual property, FDA and other governmental regulations.

There can be no assurance that we will be able

to obtain such products and materials on terms acceptable to us or at all.

This addition amplifies our manufacturing capability by providing redundancy and cost savings.

The contracts augment the Company’s

existing fill and finish capacity.

If the Company is unable to place adequate acceptable purchase orders with Jubilant or Pii in the

future at acceptable prices upon acceptable terms, it will need to find another manufacturer.

The costs and availability of products

and materials the Company would need for the production of Ampligen are subject to fluctuation depending on a variety of factors beyond

our control, including competitive factors, changes in technology, ownership of intellectual property, FDA and other governmental regulations.

There can be no assurance that the Company will be able to obtain such products and materials on terms acceptable to it or at all.

the Alferon N Injection manufacturing process is on hold and there is no definitive timetable to restart production.

If we are unable

to acquire FDA approvals related to the manufacturing process and/or final product of new Alferon N Injection inventory or contract with

a CMO, our operations most likely will be materially and/or adversely affected.

In light of these contingencies, there can be no assurances

that the approved Alferon N Injection product will be returned to production on a timely basis, if at all, or that if and when it is

again made commercially available, it will return to prior sales levels.

Company is required under U.S.

GAAP to disclose information about the fair value of all the Company’s financial instruments, whether

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

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.

Such value computation

includes subjective input assumptions that are consistently applied each period.

If the Company were to alter its assumptions or the

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 April 2018 Warrants:

Schedule of Assumptions to Estimate Fair Value of Warrants

Underlying price per share

Exercise price per share

Risk-free interest rate

Expected holding period

Expected volatility

Expected dividend yield

If the Company is

unable to acquire FDA approvals related to the manufacturing process and/or final product of new Alferon N Injection inventory or contract

with a CMO, its operations most likely will be materially and/or adversely affected.

In light of these contingencies, there can be no

assurances that the approved Alferon N Injection product will be returned to production on a timely basis, if at all, or that if and

when it is again made commercially available, it will return to prior sales levels.

Company complies with the provisions of FASB ASC 820 “Fair Value Measurements” for its financial and non-financial assets

and liabilities.

ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosure for each major asset

and liability category measured at fair value on either a recurring or nonrecurring basis.

Company accounts for certain assets and liabilities at fair value.

The hierarchy below lists three levels of fair value based on the

extent to which inputs used in measuring fair value are observable in the market.

AIM categorizes each of its fair value measurements

in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety.

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 September 30, 2023, 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.

discussed above, the Company utilized the Monte Carlo Simulation Model in valuing the warrants.

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

as (in thousands):

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

As of December 31, 2023

Cash equivalents

Marketable investments

As of December 31, 2022

Cash equivalents

Marketable investments

Company’s cash balances are representative of their fair values as these balances are comprised of deposits available on demand.

For certain instruments, including funds receivable from New Jersey net operating loss, accounts payable and accrued expenses, it was

estimated that the carrying values approximated the fair value due to the short-term maturities of these instruments (Level 1).

Company also has certain redeemable warrants with a cash settlement feature in the occurrence of a Fundamental Transaction.

value of the redeemable warrants (“Redeemable Warrants”) related to the Company’s March 2019 common stock and warrant

issuance, are calculated using a Monte Carlo Simulation (Level 3).

Company recomputes the fair value of the Redeemable Warrants at the issuance date and the end of each quarterly reporting period.

value computation includes subjective input assumptions that are consistently applied each period.

If the Company were to alter its assumptions

or the 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 March 2019 Warrants:

of Assumptions to Estimate Fair Value of Warrants

Underlying price per share

4 unchanged sentences

Expected dividend yield

Warrants measurement input

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

57 unchanged sentences

The carrying amount and estimated fair value of the above

Warrants was approximately $ 0 and $ 35,000 at December 31, 2022 and 2021, respectively.

Company applies FASB ASC 820 (formerly Statement No.

157 Fair Value Measurements ) that defines fair value, establishes a framework

for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.

does not impose any new requirements around which assets and liabilities are to be measured at fair value, and instead applies to asset

and liability balances required or permitted to be measured at fair value under existing accounting pronouncements.

The Company measures

its warrant liability for those warrants with a cash settlement feature at fair value.

ASC 820-10-35-37 (formerly SFAS No.

157) establishes a valuation hierarchy based on the transparency of inputs used in the valuation

of an asset or liability.

Classification is based on the lowest level of inputs that is significant to the fair value measurement.

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.

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

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

(in thousands)

As of December 31, 2022

Marketable securities

Redeemable warrants

(in thousands)

As of December 31, 2021

Marketable securities

Redeemable warrant

changes in Level 3 Liabilities measured at fair value on a recurring basis are summarized as follows (in thousands):

of Changes in Level 3 Liabilities Measured at Fair Value on a Recurring Basis

Redeemable warrants:

Balance at December 31, 2021

Fair value adjustments

Balance at December 31, 2022

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 Non Recurring Basis

(in thousands)

As of December 31, 2021

Total Gains (Losses)

Long lived assets held and used (a)

accordance with Subtopic 360-10, long-lived assets held and used with a carrying amount of

$ 5,700,000 were written down to their fair value of $ 3,900,000 , resulting in an impairment

charge of $ 1,800,000 , which is included in earnings for the period.

Financing Obligation Arising from Sale Leaseback Transaction

March 16, 2018, the Company sold land and a building for $ 4,080,000 and concurrently entered into an agreement to lease the property

back for ten years at $408,000 per year for two years through March 31, 2020.

The lease payments will increase 2.5% per year for the

next three years through March 31, 2023, and the lease payments will increase 3% for the remaining five years through March 31, 2028 .

As part of the sale of this building, warrants were provided to the buyer for the purchase of up to 73,314 shares of Company common stock

for a period of five years at an exercise price of $ 17.05 per share, 125 % of the closing price of the common stock on the NYSE American

on the date of execution of the letter of intent for the purchase.

The sale of the property includes an option to repurchase the property

based on a contractual formula which does not permanently transfer all the risks and rewards of ownership to the buyer.

Because the sale

of the property includes the option to repurchase the property and includes the above attributes, the transaction was accounted for as

a financing transaction whereby the Company recorded the cash received and a financing obligation.

The warrants cannot be exercised to

the extent that any exercise would result in the purchaser owning in excess of 4.99% of our issued and outstanding shares of common stock.

May 13, 2021, the Company completed its repurchase of the property for cash of $ 4,732,637 .

The repurchase resulted in the related liability

recorded upon sale being extinguished on the date of the repurchase.

A loss on the extinguishment was recorded based on the difference

between the carrying value of the financing obligation including unamortized debt discount and the amount exchanged to extinguish the

the period ended December 31, 2021, the loss on extinguishment was $ 2,701,460 .

Interest expense relating to this financing agreement

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

Warrants was approximately $ 0

at December 31, 2023 and 2022.

(16) Contingencies

Because litigation is inherently

unpredictable, assessing contingencies related to litigation is a complex process involving highly subjective judgment about potential

outcomes of future events.

When evaluating litigation contingencies, the Company may be unable to provide a meaningful estimate due to

a number of factors, including the procedural status of the matter in question, the availability of appellate remedies, insurance coverage

related to the claim or claims in question, the presence of complex or novel legal theories, and the ongoing discovery and development

of information important to the matter.

In addition, damage amounts claimed in litigation against the Company may be unsupported, exaggerated,

or unrelated to possible outcomes, and as such are not meaningful indicators of the Company’s potential liability or financial exposure.

Accordingly, the Company reviews the adequacy of accruals and disclosures each quarter in consultation with legal counsel, and it assesses

the probability and range of possible losses associated with contingencies for potential accrual in the condensed consolidated

financial statements.

However, the ultimate resolution of litigated claims may differ from the Company current estimates.

In the normal course of business,

there are various claims in process, matters in litigation, and other contingencies, certain of which are covered by insurance policies.

When a loss is probable, we record an accrual based on the reasonably estimable loss or range of loss.

We do not record liabilities for

reasonably possible loss contingencies but do disclose a range of reasonably possible losses if they are material and we are able to estimate

such a range.

If we cannot provide a range of reasonably possible losses, we explain the factors that prevent us from determining such

Historically, adjustments to our estimates have not been material.

While it is not possible to predict the outcome of these suits,

legal proceedings, and claims with certainty, management is of the opinion that adequate provision for potential losses associated with

these matters has been made in the financial statements and that the ultimate resolution of any one of these matters will not have a material

adverse effect on the Company’s financial position and results of operations.

A significant increase in the number of these claims,

or one or more successful claims resulting in greater liabilities than the Company currently anticipates, could materially and adversely

affect the Company’s business, financial condition, results of operations, and cash flows.

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.

February 16, 2024, the Company entered into a Note Purchase Agreement with an unrelated party raising $ 2,500,000

in net proceeds from the sale of an unsecured promissory Note.

On March 28, 2024, the Company entered into a purchase agreement and a

registration rights agreement with an unrelated party, pursuant to which this party committed to purchase up to $ 15,000,000 of common

stock of the Company for a period of 24 months from the date of the agreement.

March 2024, the Company sold 204,547 and 38,462 shares of its common stock at prices of $ 0.33 and $ 0.39 per share, respectively, under

the Employees and Directors Purchase Plan.

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