What changed in this filing

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Item 1. Financial Statements

2024-05-15 compared with 2023-11-14 · 527 added, 662 removed, 210 unchanged (85% of the section changed)

2 unchanged sentences

AND SUBSIDIARIES

Balance Sheets

Consolidated Balance Sheets

thousands, except for share and per share amounts)

September 30, 2023

March 31, 2024 and Audited December 31, 2023)

March 31, 2024

December 31, 2023

2 unchanged sentences

Marketable investments

Funds receivable from New Jersey net operating loss

Funds receivable from New Jersey net operating loss and Other Receivables

Prepaid expenses and other current assets

8 unchanged sentences

Current portion of operating lease liability

Current portion of note payable, net

Total current liabilities

1 unchanged sentence

Operating lease liability

Note payable, net

Total liabilities

Commitments and contingencies (Notes 9, 10 and 14)

Stockholders’ equity:

Preferred Stock, $ 0.01 par value, 5,000,000 authorized shares, inclusive of the following:

Series A Junior Participating Preferred Stock, $ 0.001 par value, 4,000,000

and 250,000 shares authorized as of September 30, 2023, and December 31, 2022, respectively;

Series A Junior Participating Preferred Stock, $ 0.001 par value, 4,000,000 and 250,000 shares authorized

as of March 31, 2024, and December 31, 2023, respectively;

issued and outstanding – none

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

690 and 696 issued and outstanding as of September 30, 2023, and December 31, 2022, respectively

Preferred Stock, $0.01 par value, 5,000,000 authorized shares, inclusive of the following:

689 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

Preferred Stock,

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

issued and outstanding shares 48,797,450 and 48,084,287 (including 133,333 and 561,104 of unvested stock awards) as of September 30, 2023 and December 31, 2022, respectively

issued and outstanding shares 50,251,933 and 49,102,484 as of

March 31, 2024 and December 31, 2023, respectively

Additional paid-in capital

5 unchanged sentences

AND SUBSIDIARIES

Statements of Operations and Comprehensive Loss

Statements of Comprehensive Loss

thousands, except share and per share data)

Three months ended

September 30,

Nine months ended

September 30,

Three months ended March 31,

Clinical treatment programs – US

6 unchanged sentences

Operating loss

Loss on investments

Gain (Loss) on investments

Interest and other income

Gain on sale of fixed assets

Redeemable warrants valuation adjustment

Gain on sale of income tax operating losses

Interest Expense and Other Finance Costs

(Loss) on sale of assets

Gain from sale of income tax operating losses

Basic and diluted loss per share

1 unchanged sentence

accompanying notes to consolidated financial statements.

IMMUNOTECH INC.

AND SUBSIDIARIES

Statements of Changes in Stockholders’ Equity

the Nine months Ended September 30, 2023

thousands except share data)

For the Three Months Ended September 30, 2023

Comprehensive

Income (Loss)

Stockholders’

Balance June 30, 2023

$ ( 389,116 )

Common stock issuance, net of costs

Equity-based compensation

Net comprehensive loss

Balance September 30, 2023

$ ( 396,932 )

For the Three Months Ended September 30, 2022

Comprehensive

Income (Loss)

Stockholders’

Balance June 30, 2022

$ ( 369,772 )

Common stock issuance, net of costs

Equity-based compensation

Cashless warrant conversion

Net comprehensive loss

Balance September 30, 2022

$ ( 376,157 )

accompanying notes to consolidated financial statements.

IMMUNOTECH INC.

AIM IMMUNOTECH INC.

AND SUBSIDIARIES

1 unchanged sentence

thousands except share data)

For the Nine Months Ended September 30, 2023

Comprehensive

3 unchanged sentences

$ ( 409,508 )

Shares issued for:

Common Stock issuance, net of costs

Cashless Exercise of Warrants

Equity based compensation

Series B preferred shares converted to common shares

Series B preferred shares converted to common

Committed Shares

Net comprehensive loss

Balance September 30, 2023

Balance March 31, 2024

$ ( 415,325 )

For the Nine Months Ended September 30, 2022

Comprehensive

3 unchanged sentences

$ ( 380,546 )

Balance ,value

$ ( 380,546 )

Shares issued for:

Common Stock issuance, net of costs

Equity based compensation

Cashless warrant conversion

Series B preferred shares converted to common shares

Series B preferred shares converted to common

Net comprehensive loss

Balance September 30, 2022

Balance March 31, 2023

$ ( 384,207 )

Balance ,value

$ ( 384,207 )

accompanying notes to consolidated financial statements.

2 unchanged sentences

Statements of Cash Flows

the Nine months Ended September 30, 2023 and 2022

the Three Months Ended March 31, 2024 and 2023

Cash flows from operating activities:

1 unchanged sentence

Depreciation of property and equipment

Redeemable warrants valuation adjustment

Abandonment of patent and trademark rights

Amortization of patent, trademark rights

Amortization of Debt Discount and Other Expenses

Non-cash lease expense

Gain on sale of income tax operating losses

Gain from sale of income tax operating losses

Equity-based compensation

Loss on sale of investments

Loss (gain) on sale of marketable investments

Change in assets and liabilities:

Other receivables

Funds receivable from New Jersey net operating loss

7 unchanged sentences

Purchase of marketable investments

(Purchase of) Proceeds from sale of property and equipment

Purchase of patent and trademark rights

Net cash (used in) provided by investing activities

(Purchase) abandonment of patent and trademark rights

Proceeds from sales of property and equipment

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from sale of stock, net of issuance costs

Proceeds from note payable, net of issuance costs

Net cash provided by financing activities

3 unchanged sentences

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

Operating lease liability arising from obtaining right of use asset

Unrealized loss on marketable investments

Conversion of Series B preferred

20 unchanged sentences

Company is currently 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 checkpoint 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.

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 checkpoint 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.

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

29 unchanged sentences

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

Net Loss Per Share

and diluted net loss per share is computed using the weighted average number of shares of common stock outstanding during the period.

Equivalent common shares, consisting of stock options and warrants which amounted to 2,763,020 and 2,445,805 are excluded from the calculation

of diluted net loss per share for the nine months ended September 30, 2023, and 2022, respectively, since their effect is antidilutive

due to the net losses recorded for the periods.

Equity-Based Compensation

2018 Equity Incentive Plan, effective September 12, 2018, as amended and restated on August 19, 2019 (the “2018 Equity

Incentive Plan”) 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 were reserved for potential issuance pursuant to awards under the 2018 Equity Incentive Plan.

When the plan

was amended and restated, an additional 250,000

shares were reserved for potential issuance pursuant to awards under the 2018 Equity Incentive Plan.

The number of shares of the

Company’s common stock available for grant and issuance under the 2018 Equity Incentive Plan is subject to an annual increase

on July 1 of each calendar year, by an amount equal to two percent (2%) of the then outstanding shares of the Company’s common

stock (the “2018 Plan Evergreen Provision”).

On July 1, 2019, 2020, 2021, 2022 and 2023, the number of shares of the

Company’s common stock available for grant and issuance under the 2018 Equity Incentive Plan increased by 44,299

shares, 685,012

shares, 956,660

shares, 960,976

shares and 968,389

shares, respectively.

As a result of the 2018 Plan Evergreen Provisions, a maximum of 10,865,336

shares of Common Stock is reserved for potential issuance pursuant to awards under the 2018 Equity Incentive Plan as of January 1,

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 (the “Board”) 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 issued 23

options to each employee, officer and director at the exercise price of $ 9.68

expiring in ten

On January 28, 2019, 27,570

options were issued to each of these officers with an exercise price of $ 9.68

for a period of ten

years with a vesting period of one year.

In August 2020, 400,000

options were issued to each of these officers with an exercise price range of $ 2.77

for a period of ten

years with a vesting period of one year.

During the fiscal year ending December 31, 2021, 613,512

options were issued to officers, directors and consultants with an exercise price range of $ 1.11

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 officers, directors and consultants with an exercise price range of $ 0.31

for a period of ten

years with a vesting period of one year.

During the nine months ended September 30, 2023 there have been no

options issued.

fair value of each option and equity warrant award is estimated on the date of grant using a Black-Scholes-Merton option pricing valuation

Expected volatility is based on the historical volatility of the price of the Company’s stock.

The risk-free interest rate

is based on U.S.

Treasury issues with a term equal to the expected life of the option and equity warrant.

The Company uses historical

data to estimate expected dividend yield, expected life and forfeiture rates.

During the nine months ended September 30, 2023, there

were no options granted and 300,000 options granted during the nine months ended September 30, 2022.

stock option activity during the three months ended September 30, 2023, was as follows:

option activity for employees:

of Stock Option Activity

Outstanding June 30, 2023

Outstanding September 30, 2023

Vested and expected to vest September 30, 2023

Exercisable September 30, 2023

stock option activity for employees:

of Unvested Stock Option Activity

Unvested June 30, 2023

Unvested September 30, 2023

option activity for non-employees:

of Stock Option Activity

Outstanding June 30, 2023

Outstanding September 30, 2023

Vested and expected to vest September 30, 2023

Exercisable September 30, 2023

stock option activity for non-employees:

of Unvested Stock Option Activity

Unvested June 30, 2023

Unvested September 30, 2023

compensation expense was approximately $ 50,000 and $ 275,000 for the three months ended September 30, 2023 and 2022, respectively.

stock option activity during the nine months ended September 30, 2023, was as follows:

option activity for employees:

Outstanding January 1, 2023

Outstanding September 30, 2023

Vested and expected to vest September 30, 2023

Exercisable September 30, 2023

stock option activity for employees:

Unvested January 1, 2023

Unvested September 30, 2023

option activity for non-employees:

Outstanding January 1, 2023

Outstanding September 30, 2023

Vested and expected to vest September 30, 2023

Exercisable September 30, 2023

stock option activity for non-employees:

Unvested January 1, 2023

Unvested September 30, 2023

compensation expense was approximately $ 182,000 and $ 792,000 for the nine months ended September 30, 2023 and 2022, respectively.

of September 30, 2023, and 2022, there was approximately $ 35,000

and $ 179,000 ,

respectively, of unrecognized equity-based compensation cost related to options granted under the Equity Incentive Plan.

fourth quarter 2023, there will be no

unrecognized equity-based compensation.

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 three months ended March 31, 2024, some accounts

held at financial institutions were in excess of the federally insured limit of $ 250,000 .

The Company has not experienced any losses

on these accounts and believes credit risk to be minimal.

Marketable Investments

investments consist of mutual funds.

As of September 30, 2023 and December 31, 2022, it was determined that none of the marketable investments

At March 31, 2024 and December 31, 2023, it was determined that none of the marketable investments

had an other-than-temporary impairment.

As of September 30, 2023 and December 31, 2022, all securities were measured as Level 1 instruments

At March 31, 2024 and December 31, 2023, all securities were measured as Level 1 instruments

of the fair value measurements standard (See Note 7:

As of September 30, 2023, and December 31, 2022 the Company held $ 7,167,000

and $ 7,137,000 in mutual funds, respectively.

At March 31, 2024, and December 31, 2023 the Company held $ 7,647,000

and $ 7,631,000 , respectively, in mutual funds.

Funds classified as available for sale consisted of:

of Available of Sale

September 30, 2023

(in thousands)

Schedule of Equity Securities

For the Three months Ended September 30, 2023

(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

For the Nine months Ended

September 30, 2023

March 31, 2024

(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

Net gains and losses recognized during the period on equity securities

sold during the period

Unrealized gains and losses recognized during the reporting period on equity

securities still held at the reporting date

Funds classified as available for sale consisted of:

December 31, 2022

(in thousands)

Short-Term Investments

For the Three months Ended September 30, 2022 (in

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

Nine months Ended September 30, 2022

March 31, 2023

(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

Accrued Expenses

expenses consist of the following:

Accrued Expenses

September 30, 2023

December 31, 2022

(in thousands)

September 30, 2023

December 31, 2022

Professional fees

Clinical trial expenses

Other expenses

Accrued expenses

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

Property and Equipment, net

of Property and Equipment

September 30, 2023

March 31, 2024

December 31, 2023

(in thousands)

September 30, 2023

March 31, 2024

December 31, 2023

3 unchanged sentences

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 nine months ending September 30, 2023 and

September 30, 2022 was $ 30,000 and $ 29,000 , respectively.

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 three months ending March 31, 2024 and March 31, 2023 was $ 9,000

and $ 11,000 , respectively.

Patents and Trademark Rights, Net

table below presents the changes in patent and trademark rights (in thousands):

of Patents, Trademark Rights

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

of Patent and Trademark Rights

March 31, 2024

December 31, 2023

Abandonments and expirations

September 30, 2023

and trademarks are stated at cost.

Patents and trademarks are amortized using the straight-line method over an estimated useful life

of 17 years and 10 years, respectively.

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

Gross Carrying Value

Accumulated Amortization

Net Carrying Value

Gross Carrying Value

Accumulated Amortization

Net Carrying Value

Net amortizable patents and trademarks rights

of Changes in Patents, Trademark Rights

December 31, 2023

March 31, 2024

and trademarks are stated at cost (primarily legal fees) and are amortized using the straight-line method over an estimated useful life

of 17 years for patents and 10 years for trademarks.

The weighted remaining average amortization period is approximately 12 years for

patents and 7 years for trademarks, respectively.

The company expenses annuity costs related to its trademarks and patents.

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

of Amortization of Patents and Trademarks

Year Ending December 31,

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

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

AIM has classified all of its leases as operating

March 31, 2024 and December 31, 2023, the balance of the right of use assets was $ 763,000 and $ 697,000 , respectively, and the corresponding

operating lease liability balance was $ 777,000 and $ 718,000 , respectively.

Right of use assets are recorded net of accumulated amortization

of $ 296,000 and $ 363,000 as of March 31, 2024 and December 31, 2023, respectively.

recognized rent expense associated with these leases are follows:

Schedule of AIM

Recognized Rent Expense Associated with Operating Lease

March 31, 2024

December 31, 2023

(in thousands)

March 31, 2024

March 31, 2023

Operating lease costs

Short-term and variable lease costs

Total lease costs

Classification of lease costs

Research & development

General and administrative

Total lease costs

Company’s leases have remaining lease terms between 11

As of March 31, 2024, the weighted-average

remaining term was 39

At December 31, 2023, the weighted-average remaining term was 41

The Company’s weighted average

incremental borrowing rate for its leases was 10 %

at March 31, 2024 and December 31, 2023.

minimum payments as of March 31, 2024, are as follows:

Schedule of Operating Lease Future Payments

Year Ending December 31, (in thousands)

Less imputed interest

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.

of March 31, 2024, the Company has classified the warrants with cash settlement features

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.

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 March 31, 2024

Cash equivalents

Marketable investments

As of December 31, 2023

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 had certain redeemable warrants in the Rights Offering with a cash settlement feature in the occurrence of a Fundamental

No Fundamental Transaction occurred.

During the first quarter 2024, 205,000

of these Warrants converted on a cashless basis

and the balance expired.

Accrued Expenses

expenses consist of the following:

of Accrued Expenses

March 31, 2024

December 31, 2023

(in thousands)

March 31, 2024

December 31, 2023

Professional fees

Clinical trial expenses

Other expenses

Unsecured Promissory Note

February 16, 2024, the Company (“Borrower”) entered into a Note Purchase Agreement with Streeterville Capital LLC (“Streeterville”or

the “Lender”).

Under the terms of the agreement, Streeterville paid the Company $ 2,500,000 in exchange for an unsecured promissory

Note with an Original Issue Discount of $ 781,250 .

The Company will pay $ 3,301,250 consisting of the principal amount of the Note, together

with the original issue discount and $ 20,000 of lender transaction fees, no later than February 16, 2026.

The stated interest rate of

the note is 10 %.

The following table summarizes our debt at March

31, 2024 and December 31, 2023:

(in thousands)

Schedule of Long Term Debt

March 31, 2024

December 31, 2023

Long-term debt

Unamortized Original issue discount

Unamortized Financing fees

Unamortized discount

and debt issuance costs

Less current portion of long-term debt, net (1)

Long-term debt (2)

costs expensed and capitalized related to long-term debt were as follows:

Schedule of Long Term Debt Interest Costs

Expense and Capital

March 31, 2024

December 31, 2023

Interest expense

Interest capitalized

expenses related to long-term debt were as follows:

Schedule of Long Term Debt Amortization

March 31, 2024

December 31, 2023

Original issue discount

Loan fee amortization

maturities of long-term debt as of March 31, 2024 were as follows:

Schedule of Future Maturities of Long

Fiscal years ending December 31:

portion of long-term debt of approximately $ 2,000,000 is net of the current portion of debt discount of approximately $ 367,000 and

the current portion of debt origination costs of approximately $ 10,000 as

of March 31, 2024.

(2) Long-term

portion of debt of approximately $ 1,330,000 is net of the long-term portion of debt discount

of approximately $ 371,000 and the unamortized debt origination costs of approximately $ 9,000 as

of March 31, 2024.

agreement allows the Lender to redeem up to $250,000 per calendar month beginning in August 2024, upon providing written notice to Borrower.

The Note further contains triggering events which can be remedied by the Lender requiring the Borrower to correct the triggering event,

increasing the outstanding balance by applying the triggering effect, or making the Note immediately due and payable.

Equity Purchase Agreement

March 28, 2024, the Company entered into a purchase agreement and a registration rights agreement (collectively, the “Atlas Agreements”)

with Atlas Sciences, LLC (“Atlas”), pursuant to which Atlas 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.

the terms of the agreement, the Company, at its sole discretion, shall have the right to issue Put shares to the Investor at 95% of the

Market Price of the shares on the day of trade.

Sales under the agreement are limited to a daily maximum of the lessor of:

the Median Daily Trading volume, and a beneficial ownership limitation of 4.99 % and a maximum of 19.99 % of the outstanding shares at

the time of the agreement.

As of March 31, 2024, no sales or purchases had been made pursuant to this agreement.

In April 2024, the Company

filed a registration statement with the SEC on Form S-1 registering a total of 9,975,000 shares for resale pursuant to the Atlas Agreements,

consisting of 9,636,400 shares that can be sold by the Company to Atlas and 338,600 shares that were issued to Atlas as Commitment Shares.

Stockholders’ Equity

2 unchanged sentences

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.

Series A Junior Participating

Preferred Stock

On 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.

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

As of March 31, 2024, there were no Series A Junior Participating Preferred Stock outstanding.

B Convertible Preferred Stock

series of preferred stock shall be designated as its Series B Convertible Preferred Stock (the “Preferred Stock”) and the

number of shares so designated shall be up to 10,000 .

Each share of Preferred Stock shall have a par value of $ 0.01

per share and a stated value equal to $ 1,000

(the “Stated Value”).

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.

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

4 unchanged sentences

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 .

to a registration statement relating to a rights offering (the “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.

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 nine months ending September 30, 2023, 6 shares of Series B Convertible

Preferred Stock were converted into common stock.

of September 30, 2023, and December 31, 2022, the Company had 690 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 basis) to and in the same form as dividend actually paid on shares of Common Stock when as and

if such dividends are paid on shares of the Common Stock.

The net proceeds realized from the rights offering were approximately $ 4,700,000 .

During the three months ended March 31, 2024, no shares

of Series B Convertible Preferred Stock were converted into common stock.

March 31, 2024 and December 31, 2023, the Company had 689 shares of Series B Convertible Preferred Stock outstanding.

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

basis) to and in the same form as dividend actually paid on shares of Common Stock when as and if such dividends are paid on shares of

the Common Stock.

Each such Preferred Share is convertible into 114 shares of common stock.

any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the Holders shall be entitled to receive

out of the assets, whether capital or surplus of the Company the same amount that a holder of Common Stock would receive if the Preferred

Stock was fully converted.

The Series B Convertible Preferred Stock does not carry voting Rights.

Upon any liquidation, dissolution or winding-up

of the Company, whether voluntary or involuntary, the Holders shall be entitled to receive out of the assets, whether capital or surplus

of the Company the same amount that a holder of Common Stock would receive if the Preferred Stock was fully converted.

The Series B Convertible

Preferred Stock does not carry voting Rights.

Subsequent to March 31, 2024, 689 shares of Series B Convertible Preferred Stock expired,

and none were converted prior to expiration.

Common Stock and Equity Finances

1 unchanged sentence

authorized shares.

As of September 30, 2023, and December 31, 2022, there were 48,797,450 and 48,084,287

shares of Common Stock issued and outstanding, respectively.

As of March 31, 2024 and December 31, 2023, there were 50,251,933 and 49,102,484 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

The Company created successive new plans following the expiration of the July 7, 2020 plan.

The latest plan was

approved by the Board in October 2023 and expires January 2,2024.

the nine months ended September 30, 2023, the Company issued a total of 385,424 shares of its common stock at a price ranging from $ 0.31 to $ 0.67 for total proceeds of $ 135,000 as part of the employee stock purchase plan.

the nine months ended September 30, 2022, the Company issued a total of 87,045 shares of its common stock at prices ranging from $ 0.72

to $ 1.02 for total proceeds of $ 80,000 as part of the employee stock purchase plan.

Warrants (Rights offering)

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 on May 10, 2024 and expires in July 2024.

the three months ended March 31, 2024, the Company issued a total of 243,009 shares of its Common Stock at a price ranging from $ 0.33

to $ 0.39 for total proceeds of approximately $ 82,500 as part of the employee stock purchase plan.

the three months ended March 31, 2023, the Company issued a total of 322,583

shares of its Common Stock at a price of $ 0.31

for total proceeds of approximately $ 100,000

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”) of (i) 1,740,550 shares of Common Stock;

(ii) pre-funded warrants exercisable for 7,148,310 shares of Common

Stock (the “Pre-funded 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, we issued a

Representative’s Warrant to purchase up to an aggregate of 266,665 shares of common stock (the “Representative’s

The shares of Common Stock and Warrants were sold at a combined Offering

price of $ 0.90 , less underwriting discounts and commissions.

Each Warrant sold with the shares of Common Stock represents the right

to purchase one share of Common Stock at an exercise price of $ 0.99 per share.

The Pre-Funded Warrants and Warrants were sold at a

combined Offering price of $ 0.899 , less underwriting discounts and commissions.

The Pre-Funded Warrants were sold to purchasers

whose purchase of shares of Common Stock in the Offering would otherwise result in the purchaser, together with its affiliates and

certain related parties, beneficially owning more than 4.99 % of the Company’s outstanding Common Stock immediately following

the consummation of the Offering, in lieu of shares of Common Stock.

Each Pre-Funded Warrant represents the right to purchase one

share of Common Stock at an exercise price of $ 0.001 per share.

The Pre-Funded Warrants are exercisable immediately and may be

exercised at any time until the Pre-Funded Warrants are exercised in full.

A registration statement on Form S-1, relating to the

Offering was filed with the SEC and was declared effective on September 25, 2019, the net proceeds were approximately $ 7,200,000 .

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

exercised and 8,873,960 Warrants were exercised.

In addition, on March 25, 2020, the Representative’s Warrant was

amended to permit exercise of such warrant to commence on March 30, 2020.

These warrants were exercised on March 31, 2020 and an

aggregate of 266,665 shares were issued upon exercise of this warrant for gross proceeds of approximately $ 264,000 and a $ 46,000

“Offering”) of (i) 1,740,550

shares of Common Stock;

(ii) pre-funded warrants exercisable for 7,148,310

shares of Common Stock (the “Pre-funded 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, 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.

Each Warrant sold with the shares of Common Stock represents the right to purchase one

share of Common Stock at an exercise price of $ 0.99

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

less underwriting discounts and commissions.

The Pre-Funded Warrants were sold to purchasers whose purchase of shares of Common

Stock in the Offering would otherwise result in the purchaser, together with its affiliates and certain related parties,

beneficially owning more than 4.99 %

of the Company’s outstanding Common Stock immediately following the consummation of the Offering, in lieu of shares of Common

Each Pre-Funded Warrant represents the right to purchase one share of Common Stock at an exercise price of $ 0.001

The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are

exercised in full.

A registration statement on Form S-1, relating to the Offering was filed with the SEC and was declared effective

on September 25, 2019, the net proceeds were approximately $ 7,200,000 .

During the year ended December 31, 2020, 1,870,000

of the Pre-funded Warrants were exercised and 8,873,960

Warrants were exercised.

In addition, on March 25, 2020, the Representative’s Warrant was amended to permit exercise of such

warrant to commence on March 30, 2020.

These warrants were exercised on March 31, 2020 and an aggregate of 266,665

shares were issued upon exercise of this warrant for gross proceeds of approximately $ 264,000

and a $ 46,000

expense for the warrant modification.

As of September 30, 2023, there are 15,000 Warrants outstanding.

During the three months ended March 31, 2024, 205,000

Warrants were exercised, and 5,830,028

Warrants expired unexercised.

During the three months ended March 31, 2023, there were no Warrants exercised.

As of March 31, 2024 and

December 31, 2023 there were 15,000

and 152,160 post split Warrants outstanding, respectively.

Distribution Agreement

1 unchanged sentence

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

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

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

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

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.

For the nine months ended September 30, 2023, the Company sold 327,055 shares under the EDA for total gross proceeds of

approximately $ 209,000 , which includes a 3.0 % fee to Maxim of $ 6,271 .

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.

For the three months ended March 31, 2024, the Company sold 564,568

shares under the EDA for total gross proceeds

of approximately $ 253,870 ,

which includes a 3.0 %

fee to Maxim of $ 7,616 .

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 March 31, 2024, the Company sold 730,110

shares under the EDA for total gross proceeds

of $ 372,223 ,

which includes a 3.0 %

fee to Maxim of $ 11,167 .

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”).

Cash and Cash Equivalents

considers all highly liquid interest-earning investments with an original maturity of three months or less at the date of purchase to

be cash equivalents.

Recent Accounting Pronouncements

Company has implemented all new accounting pronouncements that are in effect.

These pronouncements did not have any material impact on

the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements

that have been issued that might have a material impact on its financial position or results of operations.

Accounting pronouncements

issued by the FASB since filing the Annual Report on Form 10-K for the year ended December 31, 2022 did not or are not believed by management

to have a material impact on the Company’s present or future financial statements.

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):

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

September 30, 2023

Cash equivalent

Marketable investments

December 31, 2022

Cash equivalent

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 April 2018 and 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.

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 Redeemable Warrants:

of Assumptions to Estimate Fair Value of Warrants

September 30,

Underlying price per share

Exercise price per share

Risk-free interest rate

Expected holding period

Expected volatility

Expected dividend yield

Warrants measurement input

Company utilized the following assumptions to estimate the fair value of the March 2019 Redeemable Warrants:

September 30,

Underlying price per share

Exercise price per share

Risk-free interest rate

Expected holding period

Expected volatility

Expected dividend yield

Warrants measurement input

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

Interest Rate .

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

Treasury constant maturities for periods commensurate

with the remaining expected holding periods of the warrants.

Holding Period .

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

they are exercised.

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

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

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

Dividend Yield .

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

expected holding period.

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

continued in future calculations unless the Company changes its dividend policy.

Probability of a Fundamental Transaction.

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

in the Company going private;

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

The Company believes such an occurrence is unlikely because:

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

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

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

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

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

at their manufacturing facility;

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

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

related to a Put right being triggered as:

of Range of Probabilities

Range of Probability

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

Timing of Announcement of a Fundamental Transaction.

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

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

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

100 Day Volatility at Announcement of a Fundamental Transaction .

An estimate of future volatility is necessary as there is no

mechanism for directly measuring future stock price movements.

Daily observations of the Company’s historical stock values

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

for future volatility estimates.

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

The Company utilized a risk-free interest rate corresponding

to the forward U.S.

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

Transaction and the Redeemable Warrant expiration date for each simulation.

Time Between Announcement and Consummation of a Fundamental Transaction.

The expected time between the announcement and the consummation

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

is estimated to be nine months.

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

Holders would experience in receiving the proceeds of the Put.

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

for the relevant period input change.

As of September 30, 2023 and December 31, 2022 there was no carrying amount and estimated fair

value of the above Redeemable Warrants.

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

from 1 to 5 years.

contract inception, utilizing the guidance of ASC 842 “ Leases ” the Company reviews the facts and circumstances of

each contract to determine its proper treatment and classification in accordance with U.S.

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 is recognized as variable lease expenses as incurred.

lease inception, lease-related assets and liabilities are measured 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.

assets are disclosed as Right of Use assets on the Company’s consolidated balance sheet and are amortized over the expected useful

life of the lease.

Lease liabilities are separately disclosed as a current and non-current portion on the Company’s consolidated

balance sheet.

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 rent under the agreement is $ 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 at a base rent of $ 2,500 per month.

The Company renewed the lease for a one-year

term extending the rental period to April 2023.

On October 5, 2022, the Company renewed the lease for an additional one-year term at

a monthly cost of $ 2,850 that commenced on May 1, 2023 .

On October 6, 2023, the Company renewed the lease for an additional one-year

term at a monthly cost of $ 3,000 that commences on May 1, 2024 , extending the lease through April 30, 2025.

February 17, 2022, the Company entered into a Lease Agreement for a term of two years commencing on March 1, 2022 , pursuant to which

the Company agreed to lease a Canon copier.

The base rent is $ 322 per month for the term of the lease.

June 16, 2022, the Company entered into a Lease Agreement for a term of five years commencing on July 1, 2022 pursuant to which the Company

agreed to lease approximately 5,210 rentable square feet.

The base rent increases by 3 % each year, and ranges from $ 15,630 per month

for the first year to $ 18,118 per month for the fifth year.

December 9, 2022, the Company entered into a Lease Agreement for a term of two years commencing on April 1, 2023 , pursuant to which the

Company agreed to lease approximately 470 square feet of wet laboratory space.

The base rent increases by 6 % each year and ranges from

$ 1,645 per month for the first year to $ 1,744 per month for the second year.

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 9 and 50 months.

As of September

30, 2023, and December 31, 2022, the weighted-average remaining term was 43 and 42 months, respectively.

Company’s weighted average incremental borrowing rate for its leases was 10 % as of September 30, 2023, and December 31, 2022, respectively.

minimum lease payments as of September 30, 2023, are as follows (in thousands):

of Operating Lease Future Payments

Year Ending December 31,

Less imputed interest

of September 30, 2023, and December 31, 2022, the balance of the right of use assets was $ 727,000 and $ 829,000 , respectively, and the

corresponding lease liability balance was $ 750,000 and $ 837,000 , respectively.

Total rent expense for the nine months ended September

30, 2023, and September 30, 2022, was $ 230,000 and 75,000 , respectively.

Total rent expense for short term leases for the nine months

ended September 30, 2023, and September 30, 2022, was $ 198,000 , and $ 8,000 , respectively, included as general and administrative expense.

Net Loss Per Share

and diluted net loss per share is computed using the weighted average number of shares of common stock outstanding during the

Equivalent common shares, consisting of stock options and warrants which amounted to 3,386,789

and 2,522,390 ,

are excluded from the calculation of diluted net loss per share for the three months ended March 31, 2024, and 2023, respectively,

since their effect is antidilutive due to the net losses recorded for the periods.

Equity-Based Compensation

2018 Equity Incentive Plan, effective September 12, 2018, as amended and restated on August 19, 2019 (the “2018 Equity Incentive

Plan”) 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 were reserved for potential issuance pursuant to awards under

the 2018 Equity Incentive Plan.

When the plan was amended and restated, an additional 250,000 shares were reserved for potential issuance

pursuant to awards under the 2018 Equity Incentive Plan.

The number of shares of the Company’s common stock available for grant

and issuance under the 2018 Equity Incentive Plan is subject to an annual increase on July 1 of each calendar year, by an amount equal

to two percent (2%) of the then outstanding shares of the Company’s common stock (the “2018 Plan Evergreen Provision”).

On August 3, 2020 and July 1, 2021, 2022 and 2023, the number of shares of the Company’s common stock available for grant and issuance

under the 2018 Equity Incentive Plan increased by 979,311 shares , 956,660 shares, 960,976 shares and 968,389 shares, respectively.

a result of the 2018 Plan Evergreen Provisions, a maximum of 10,865,336 shares of Common Stock is reserved for potential issuance pursuant

to awards under the 2018 Equity Incentive Plan as of January 1, 2024.

Unless sooner terminated, the 2018 Equity Incentive Plan will continue

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

During the fiscal year ending December 31, 2018 the Board of Directors (the

“Board”) issued 1,189,284 options to each employee, the officers and directors at the exercise price of $ 9.68 expiring in

During the fiscal year ending December 31, 2019, 1,727,756 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.

During the fiscal year ending December 31, 2020, 1,025,000 options

were issued to each of these officers and directors 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, 2021, 613,512 options were issued to officers, directors and consultants

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

During the fiscal year ending

December 31, 2022, 850,000 options were issued to officers, directors and consultants with an exercise price range of $ 0.31 to $ 0.71

for a period of ten years with a vesting period of one year.

During the fiscal year ending December 31, 2023, 400,000 options were issued

to officers with an exercise price range of $ 0.47 for a period of ten years with a vesting period of one year.

During the three months

ended March 31, 2024 there were no options issued.

fair value of each option and equity warrant award is estimated on the date of grant using a Black-Scholes-Merton option pricing valuation

Expected volatility is based on the historical volatility of the price of the Company’s stock.

The risk-free interest rate

is based on U.S.

Treasury issues with a term equal to the expected life of the option and equity warrant.

The Company uses historical

data to estimate expected dividend yield, expected life and forfeiture rates.

During the three months ended March 31, 2023 and 2024,

there were no options granted.

options activity during the three months ended March 31, 2024, was as follows:

option activity for employees:

of Stock Option Activity

Outstanding January 1, 2024

Outstanding March 31, 2024

Vested and expected to vest March 31, 2024

Exercisable March 31, 2024

stock option activity for employees:

of Unvested Stock Option Activity

Unvested January 1, 2024

Unvested March 31, 2024

option activity for non-employees:

of Stock Option Activity

Outstanding January 1, 2024

Outstanding March 31, 2024

Vested and expected to vest March 31, 2024

Exercisable March 31, 2024

stock option activity for non-employees:

of Unvested Stock Option Activity

Unvested January 1, 2024

Unvested March 31, 2024

compensation expense was approximately $ 80,000 and $ 82,000 for the three months ended March 31, 2024 and 2023, resulting in a decrease

in general and administrative expenses, respectively.

of March 31, 2024, and 2023, respectively, there was approximately $ 214,000 and $ 134,000 of unrecognized equity-based compensation cost

related to options granted under the Equity Incentive Plan.

Research, Consulting and Supply Agreements

following represent companies with which AIM has active contracts that it paid toward during the nine months ended September 30, 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.

the three months ended March 31, 2024, research and development expenses were comprised of:

clinical studies ($ 948,000 ), manufacturing

and engineering ($ 246,000 ), quality control ($ 550,000 ) and regulatory ($ 207,000 ).

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 for the three months ended March 31, 2024.

Clinical Research LLC

has multiple contracts with Amarex Clinical Research LLC (“Amarex”).

During the nine months ended September 30, 2023, the

Company paid $ 1,266,800 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 $ 8.4 million.

This estimate includes pass-through costs of approximately $ 1.0 million 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 nine months ended September 30, 2023, the Company paid approximately $ 350,600 related to this agreement.

Conditions - On September 13, 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 $ 6.4 million,

which includes pass through costs of approximately $ 125,470 , investigator costs estimated at about $ 4.4 million, and excludes certain

other third-party costs and escalations.

the nine months ended September 30, 2023, the Company paid approximately $ 916,200 related to this agreement.

Services Limited

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 31, 2021, the Company

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.

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

(“myTomorrows”),

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

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

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

has been automatically extended for 12

months on each subsequent May 20;

and will continue to be automatically extended for periods of 12 months every May 20 until terminated

or the terms of the agreement are met.

the nine months ended September 30, 2023, the Company paid approximately $ 31,100 related to this agreement.

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

AIM has multiple contracts with Amarex Clinical Research

LLC (“Amarex”).

During the three months ended March 31, 2024 and 2023, the Company incurred approximately $ 521,000 and $ 455,000 ,

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

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

the three months ended March 31, 2024, the Company incurred approximately $ 86,000 related

to this agreement.

the three months ended March 31, 2023, the Company incurred approximately $ 174,000 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

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

This study was completed in 2023, although certain activities are still ongoing.

the three months ended March 31, 2024, the Company incurred approximately $ 435,000 related

to this agreement.

the three months ended March 31, 2023, the Company incurred approximately $ 281,000 related

to this agreement.

HollisterStier

6 unchanged sentences

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

In March 2023, the Company submitted a purchase order

for a total of $ 1,432,257 to manufacture additional lots of Ampligen at Jubilant.

the nine months ended September 30, 2023, the Company paid approximately $ 1,432,300 related to this agreement.

Pharmaceutics

International Inc.

December 2020, AIM added Pharmaceutics International Inc.

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

AIM’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.

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

the nine months ended September 30, 2023, the Company paid approximately $ 55,400 related to this agreement.

April 2021, AIM 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.

The Company is working with Polysciences to negotiate and finalize both a Service Agreement and a Quality

For the year ended December 31, 2021, the Company incurred an expense and paid Polysciences approximately $ 250,000 .

the nine months ended September 30, 2023, there were no payments related to this agreement.

also utilizes Yamasa Corporation (“Yamasa”) for the production of raw materials required to create polymer precursors to

manufacture the drug Ampligen.

In March 2023, the Company submitted a work order for $ 327,730 related to the purchase of raw materials

These raw materials will be used in the manufacture of polymer precursors at Sterling.

the nine months ended September 30, 2023, there were no payments related to this agreement.

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

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

the three months ended March 31, 2024, the Company incurred approximately $ 1,000 related

to this agreement.

the three months ended March 31, 2023, the Company did not incur any expense related to this

Pharma Solutions

December 5, 2022, the Company entered into a Master Service Agreement and a Quality Agreement with Sterling Pharma Solutions (“Sterling”)

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 nine months ended September 30, 2023, the Company paid approximately $ 357,000 related to this agreement.

the three months ended March 31, 2024, the Company incurred approximately $ 129,000 related

to this agreement.

the three months ended March 31, 2023, the Company incurred approximately $ 357,000 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.

limited responsibilities are limited to providing Ampligen.

Additionally, in April 2023 AIM agreed to provide to Erasmus MC an unrestricted grant

for immune monitoring in pancreatic cancer patients.

the three months ended March 31, 2024, the Company incurred approximately $ 4,000 related

to this agreement.

the three months ended March 31, 2023, the Company did not incur any expense related to this

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 three months ended March 31, 2024, the Company incurred approximately $ 90,000 related

to this agreement.

the three months ended March 31, 2023, the Company did not incur any expense related to this

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 three months ended March 31, 2024, the Company incurred approximately $ 10,000 of lab

services from Alcami.

the three months ended March 31, 2023, the Company incurred approximately $ 8,000 of lab services

Recent Accounting Pronouncements

the first quarter of 2024 accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact

on the Company’s present or future financial statements.

Subsequent Events

the Company’s lawsuit against BioLife Plasma Services, LP, the trial court issued a ruling in March 2023 on cross Motions for Summary

Judgment in which it denied all of the Company’s motions and granted defendant’s Motion to exclude evidence of future loss

of profit damages.

The ruling specified that AIM had properly pled and the Court was specifically allowing AIM’s damages theory

to proceed on reliance damages.

The Company sought reconsideration of the ruling based on its internal inconsistency with the contemporaneously

issued Order which allowed only the counterclaims to proceed.

In July, the Company sought appellate review of the inconsistent lower

Court pretrial rulings.

On September 8, 2023, the Court issued an Order in response to the Motion for Reconsideration.

The Court granted

the Motion, vacated its prior Order on summary judgment, and issued a new Order and Opinion.

The new Order and Opinion again denied the

motion for summary judgment in total, and granted the motion for summary judgment of defendants.

The effect of the Order was to once

again allow only the defendant’s counterclaim to proceed.

On October 6, 2023, the Company sought a certification of the Court to

allow immediate appeal.

The Court has not ruled on the Motion.

August 8, 2023, the Company filed a motion to reconsider its lawsuit against Robert Chioini, Todd Deutsch, Jonathan Jorgl, Ted D.

Kellner, Walter Lautz, Michael Rice and Franz Tudor in the Federal District Court for the Middle District of Florida (the

“Federal Securities Action”).

The court had dismissed the Federal Securities Action on July 10, 2023 on mootness grounds

because the 2022 Annual Meeting, including the election of directors, had already occurred.

The Company filed a motion for the

district court to reconsider the dismissal of the Federal Securities Action.

The district court denied its motion to reconsider on

September 27, 2023.

Separately, Mr.

Lautz moved for reconsideration of the district court’s order pursuant to the Private

Securities Litigation Reform Act of 1995 on August 7, 2023, and Mr.

Jorgl moved for attorneys’ fees under Rule 11 on September

On October 10, 2023, the district court granted-in-part Mr.

Lautz’s motion, postponed ruling on Mr.

motion and scheduled a hearing on November 2, 2023.

However, after the Company filed a notice of appeal on October 27, 2023, the

district court canceled the November 2, 2023 hearing and ordered the parties to meet and confer on preparing a joint statement

addressing whether (1) the district court retained subject matter jurisdiction over Messrs.

Lautz and Jorgl’s motions and (2)

judicial economy counsels in favor of postponing a ruling on Messrs.

Lautz and Jorgl’s motions pending our appeal.

August 25, 2023, Ted D.

Kellner filed suit against the Company and the members of its Board in the Delaware Court of Chancery (the “2023

Delaware Litigation”).

The complaint challenged (1) the Company’s adoption of amendments to the advance notice provision

of its bylaws;

and (2) the decision of the Board to reject Kellner’s notice of intent to nominate himself and two other candidates

for election to the Board at the Company’s 2023 annual meeting of stockholders on the basis that the nomination notice failed to

comply with the Company’s amended bylaws.

The complaint seeks, among other things, a declaration that (1) the amendments to the

Company’s bylaws were unlawful;

and/or (2) the Board’s application of the amended bylaws to reject Kellner’s nomination

notice was unlawful or inequitable.

On September 11, 2023, the Company and the members of the Board filed an answer responding to Kellner’s

complaint and filed a counterclaim.

The counterclaim seeks a declaration that (1) the Company’s bylaw amendments are lawful and

and (2) Kellner’s nomination notice did not comply with the Company’s bylaws.

Upon completion of expedited discovery and briefing, the Delaware Court

of Chancery held trial from October 30, 2023 to November 1, 2023.

Post-trial briefs from both parties are due on November 16, 2023, and

post-trial argument is scheduled for November 21, 2023.

An opinion is expected before the Company’s 2023 annual meeting of stockholders,

scheduled to convene on December 1, 2023.

Although Kellner is not presently seeking monetary relief of legal fees from the Company in

the 2023 Delaware Litigation, if elected, his slate of purported director nominees intends to seek to reimburse Kellner and related parties’

legal fees and expenses incurred during their 2022 and 2023 proxy contests.

On July 20, 2023, the Company and the Board, as the defendants, filed a

motion to shift all litigation fees they incurred in connection with the Jorgl v.

AIM Immunotech, Inc.

action to Jorgl on the basis

that he brought the litigation in bad faith (the “AIM Fee Motion”).

Also on July 20, 2023, Jorgl filed a motion to shift certain

legal fees to the defendants that he incurred in connection with contesting a subpoena defendants served on the legal counsel that advised

Jorgl in his nomination efforts, Baker & Hostetler LLP (the “Jorgl Fee Motion”).

The Delaware Court of Chancery recently

ruled on certain discovery motions pertaining to the AIM Fee Motion, and the parties will be negotiating a briefing schedule to complete

briefing on the AIM Fee Motion and the Jorgl Fee Motion.

October 16, 2023, AIM entered into an agreement with Azenova, LLC (“Azenova”),

a professional business development (BD) consulting firm, to assist AIM with its BD efforts

with the goal of entering into a partnership, out-license or other transaction whereby a

biopharmaceutical company takes on the further development and commercialization of Ampligen

with the goal of maximizing value to AIM.

On October 26,

2023, by unanimous consent, the Board approved the latest Employee Stock Purchase 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.

April 2024, the Company filed a registration statement with the SEC on Form S-1 registering a total of 9,975,000

shares for resale pursuant to the Atlas Agreements as of March 28, 2024, the Effective Date, consisting of 9,636,400

shares that can be sold by the Company to Atlas and 338,600

shares that were issued to Atlas as Commitment Shares.

In May 2024, Put Notices were issued to Atlas, under the Equity Purchase

Agreement, requiring Atlas to purchase a total of 206,800

shares pursuant to the agreement.

April and May of 2024, the Company sold 730,110

shares under the EDA for total gross proceeds of $ 372,223 ,

which includes a 3.0 %

fee to Maxim of $ 11,167 .

April 2024, 689 shares of Series B Convertible Preferred Stock expired and none were converted prior to expiration.

Deferred 2023 bonuses of $ 500,000

were paid in May 2024 to Thomas Equels for $ 350,000 and Peter Rodino for $ 150,000 .

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-Q

Item 1. Financial Statements