Item 2. Management’s Discussion and Analysis
ITEM
2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
Special
Note Regarding Forward-Looking Statements
Certain
statements in this Report contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E
of the Exchange Act. All statements, other than statements of historical fact, included or incorporated herein regarding our strategy,
future operations, financial position, future revenues, projected costs, plans, prospects and objectives are forward-looking statements.
Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,”
“estimate,” “think,” “may,” “could,” “will,” “would,” “should,”
“continue,” “potential,” “likely,” “opportunity” and similar expressions or variations
of such words are intended to identify forward-looking statements but are not the exclusive means of identifying forward-looking statements
and their absence does not mean that a statement is not forward-looking. Our forward-looking statements are not guarantees of performance,
and actual results could vary materially from those contained in or expressed by such statements due to risks and uncertainties. These
statements are based on our management’s current beliefs, expectations and assumptions about future events, conditions and results
and on information currently available to us. Discussions containing these forward-looking statements may be found, among other places,
in the following sections of our Annual Report on Form 10-K for the year ended December 31, 2024: Part I; Item 1. “Business”,
Part I; Item 1A. “Risk Factors”, Part I; Item 3. “Legal Proceedings”, and Part I; Item 2. “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”. Among other things, for those statements, we claim the
protection of safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Any forward-looking
statements set forth in this Report speak only as of the date hereof. We do not undertake to update any of these forward-looking statements
to reflect events or circumstances that occur after the date hereof. We are in various stages of seeking to determine whether Ampligen®
will be effective in the treatment of multiple types of viral diseases, cancers, and immune-deficiency disorders and the Report sets
forth our current and anticipated future activities. These activities are subject to change for a number of reasons. Significant additional
testing and trials will be required to determine whether Ampligen® will be effective in the treatment of these conditions. Results
obtained in animal models do not necessarily predict results in humans. Human clinical trials will be necessary to prove whether or not
Ampligen® will be efficacious in humans. No assurance can be given as to whether current or planned clinical trials will be successful
or yield favorable data and the trials are subject to many factors including lack of regulatory approval(s), lack of study drug, or a
change in priorities at the institutions sponsoring other trials. Even if these clinical trials are initiated, we cannot assure that
the clinical studies will be successful or yield any useful data or require additional funding. Among the studies are clinical trials
that provide only preliminary data with a small number of subjects, and no assurance can be given that the findings in these studies
will prove true or that the study or studies will yield favorable results. Some of the world’s largest pharmaceutical companies
are also working on treatments and cures for different types of cancers. No assurance can be given that the use of Ampligen with these
proposed treatments and cures will prove effective. No assurance can be given that future studies will not result in findings that are
different from those reported in the studies referenced or incorporated by reference herein. Operating in foreign countries carries with
it a number of risks, including potential difficulties in enforcing intellectual property rights. We cannot assure that our potential
foreign operations will not be adversely affected by these risks.
Our
filings are available at www.aimimmuno.com. The information found on our website is not incorporated by reference into this Report and
is included for reference purposes only.
We
operate in an evolving environment. New risk factors and uncertainties emerge from time to time, and it is not possible for our management
to predict all risk factors and uncertainties, nor are we able to assess the impact of all of these risk factors on our business or the
extent to which any risk factor, or combination of risk factors, may cause actual results to differ materially from those contained in
any forward-looking statements.
Given
these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to
update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein
to reflect future events or developments.
23
Overview
General
AIM
ImmunoTech Inc. and its subsidiaries (collectively, “AIM”, “Company”, “we” or “us”) are
an immuno-pharma company headquartered in Ocala, Florida, and focused on the research and development of therapeutics to treat multiple
types of cancers, viral diseases and immune-deficiency disorders for which there are inadequate or unmet therapies. We have established
a strong foundation of laboratory, pre-clinical and clinical data with respect to the development of nucleic acids and natural interferon
to enhance the natural antiviral defense system of the human body, and to aid the development of therapeutic products for the treatment
of certain cancers and chronic diseases.
AIM’s
products are Ampligen (rintatolimod) and Alferon N Injection (Interferon alfa). The Company’s flagship product –Ampligen
– is a double-stranded RNA (“dsRNA”) molecule being developed for globally important cancers, viral diseases and disorders
of the immune system. Ampligen has not been approved by the FDA or marketed in the United States but is approved for commercial sale
in the Argentine Republic for the treatment of severe Chronic Fatigue Syndrome (“CFS”).
The
Company is currently proceeding primarily in five areas:
● Conducting
clinical trials to evaluate the efficacy and safety of Ampligen for the treatment of pancreatic
cancer.
● Evaluating
Ampligen across multiple cancers as a potential therapy that modifies the tumor microenvironment
with the goal of increasing anti-tumor responses to checkpoint inhibitors.
● Exploring
Ampligen’s antiviral activities and potential use as a prophylactic or treatment for
existing viruses, new viruses and mutated viruses thereof.
● Evaluating
Ampligen as a treatment for myalgic encephalomyelitis/chronic fatigue syndrome (“ME/CFS”)
and fatigue and/or the Post-COVID condition of fatigue.
● Evaluating
Ampligen as a vaccine adjuvant in the combination of Ampligen and AstraZeneca’s FluMist
as an intranasal vaccine for influenza, including avian influenza.
We
are prioritizing activities in an order related to the stage of development, with those clinical activities such as pancreatic cancer having priority over other experimentation. We intend that priority clinical work be conducted in
trials authorized by the FDA or European Medicines Agency (“EMA”), which trials support a potential future NDA.
Immuno-Oncology .
We
are focused on pancreatic cancer because testing results to date — primarily conducted in the Netherlands — have been very
promising. The Netherlands study generated statistically significant data indicating that Ampligen extended survival well beyond the
Standard of Care (“SOC”), when compared to well-matched historical controls. These data support the proposition that Ampligen,
when administered to either patients with locally advanced or metastatic pancreatic cancer after systemic chemotherapy, showed a statistically
significant increase in survival rate. In October 2021, we and our Contract Research Organization, Amarex, submitted an IND application
to the FDA for a planned Phase 2 study of Ampligen as a therapy for locally advanced or metastatic late-stage pancreatic cancer.
Ampligen
appears in clinic testing to have potential for standalone efficacy in a number of other solid tumors. We have also seen success in increasing
survival rates and efficacy in the treatment of animal tumors when Ampligen is used in combination with checkpoint blockade therapies.
In fact, in March 2022 we announced interim data from an investigator-initiated, Phase 2, single-arm, efficacy/safety trial to evaluate
the effectiveness of combining intensive locoregional intraperitoneal (IP) chemoimmunotherapy of cisplatin with IP Ampligen (TLR-3 agonist)
and IV infusion of the checkpoint inhibitor pembrolizumab for patients with recurrent platinum-sensitive ovarian cancer. We believe that
data from the study, which is being conducted by the University of Pittsburgh Medical Center and funded by a Merck grant, demonstrated
that when combining three drugs – Ampligen and pembrolizumab, which are both immune therapies, with cisplatin, a chemotherapy –
evidence of increased biomarkers associated with T cell chemotaxis and cytolytic function has been seen. Importantly, increases of these
biomarkers in the tumor microenvironment have been correlated with favorable tumor responses. These successes in the field of immuno-oncology
have guided our efforts toward the potential use of Ampligen as a combinational therapy for the treatment of a variety of solid tumor
types. The first of our patent applications in this space was granted by the Netherlands on March 15, 2021.
Please
see “Immuno-Oncology” below.
24
Ampligen
as a Potential Antiviral
We
have a research and pre-clinical history that indicates broad-spectrum antiviral capability of Ampligen in animals. We hope to demonstrate
that it has the same effect in humans. To do this, among other things, we need a population infected with a virus. That is why we have
spent significant resources on COVID-19 (the disease caused by SARS-CoV-2) which is active and still infecting many subjects. While much
would need to be done to get Ampligen to market as a broad-spectrum antiviral, we believe that it is important to focus our efforts first
and foremost on thoroughly proving the concept, especially while there is still a large COVID-19-infected population. Previously, animal
studies were conducted that yielded positive results utilizing Ampligen to treat numerous viruses, such as Western Equine Encephalitis
Virus, Ebola, Vaccinia Virus (which is used in the manufacture of smallpox vaccine) and SARS-CoV-1. We have conducted experiments in
SARS-CoV-2 showing Ampligen has a powerful impact on viral replication. The prior studies of Ampligen in SARS-CoV-1 animal experimentation
may predict similar protective effects against SARS-CoV-2.
We
announced in February 2025 our intention to pursue a study of a potential avian influenza combination therapy of Ampligen and AstraZeneca’s
FluMist, a nasal spray vaccine that helps prevent seasonal influenza. The new proposed clinical trial would expand upon previous Company-sponsored
clinical research at the University of Alabama-Birmingham (“UAB”), which indicated that intranasal delivery of Ampligen after
the intranasal delivery of the FluMist seasonal influenza vaccine increased the immune response to seasonal variants in the vaccine by
greater than four-fold and induced cross-reactive secretory Immunoglobulin A against highly pathogenic avian influenza virus strains
H5N1, H7N9 and H7N3. We are seeking collaborative grants from government and industry to defray the cost of the study. We believe that
this pre-clinical and clinical work to date – combined with the ever-growing threat of Avian influenza – strongly supports
our decision to move forward with this second Ampligen and FluMist study in humans.
In
this regard, CHDR, a foundation located in Leiden in the Netherlands, managed a Phase 1 randomized, double-blind study for us to evaluate
the safety, tolerability, and biological activity of repeated administration of Ampligen intranasally. A total of 40 healthy subjects
received either Ampligen or a placebo in the trial, with the Ampligen given at four escalating dosages across four cohorts, to a maximum
level of 1,250 micrograms. The study was completed, and the Final Safety Report reported no Serious or Severe Adverse Events at any dosage
level.
While
there are approved therapies for COVID-19, we believe that, if Ampligen has the broad-spectrum antiviral properties that we believe that
it has, it could be a very valuable tool as a therapeutic or treatment for variants of existing viral diseases, including COVID-19, or
novel ones that arise in the future. Unlike most developing therapeutics which attack the virus, Ampligen works differently. We believe
that it activates antiviral immune system pathways that fight not just a particular virus or viral variant, but other similar viruses
as well.
Please
see “Ampligen as a Potential Antiviral” below.
Ampligen
as a treatment for ME/CFS and Post-COVID Conditions
We
have long been focused on seeking the FDA’s approval for the use of Ampligen to treat ME/CFS. In fact, in February 2013, we received
a CRL from the FDA for our Ampligen NDA for ME/CFS. We believe the Phase 3 results provided in the NDA were positive. The CRL indicated
that we should conduct at least one additional clinical trial, complete various nonclinical studies and perform a number of data analyses.
While
developing a comprehensive response to the FDA and a plan for a confirmatory trial for the FDA NDA, we proceeded independently in
Argentina and, in August 2016, we received approval of an NDA from ANMAT for commercial sale of Ampligen in the Argentine Republic
for the treatment of severe CFS. In September 2019, we received clearance from the FDA to ship Ampligen to Argentina for the
commercial launch and subsequent sales. On June 10, 2020, we received import clearance from ANMAT to import the first shipment of
commercial grade vials of Ampligen into Argentina. The next steps in the commercial launch of Ampligen included ANMAT conducting a
final inspection of the product and release tests before granting final approval to begin commercial sales. We engaged GP Pharm, now named Filaxis Farmaceutica, to
manage ANMAT engagement and marketing Ampligen post approval. ANMAT approval process requires testing and final approval, all of
which are internally managed by ANMAT. Once
final approval by ANMAT is obtained, Ampligen can be distributed in Argentina for the treatment of CFS.
CFS treatment requires
patients to take more than 200 vials in the course of a year. Unfortunately for patients in Argentina, hyper-inflation and
devaluation of the Argentine peso to the U.S. dollar has had an adverse impact and rendered the treatment costs for CFS prohibitive
in the country. In addition, our partner Filaxis Farmacéutica
(“Filaxis”) ( formerly GP Pharm LATAM) has shifted its concentration
from CFS to efforts in oncology. This is an area which fits well with our primary focus on pancreatic cancer, which we have
determined offers the most effective path forward to successful regulatory approval for a financially viable market. We are in discussions with Filaxis and are
exploring the potential approval of oncology indications in Argentina (in addition to obtaining final approval and commercialization
for CFS).
25
The
FDA authorized an open-label treatment protocol, AMP-511, allowing patient access to Ampligen for treatment in a study under which severely
debilitated CFS patients have the opportunity to be on Ampligen to treat this very serious and chronic condition. The data collected
from the AMP-511 protocol through a consortium group of clinical sites provide safety information regarding the use of Ampligen in patients
with CFS. The AMP-511 protocol is ongoing. In October 2020, we received IRB approval for the expansion of the AMP-511 protocol to include
patients previously diagnosed with SARS-CoV-2 following clearance of the virus, but who still demonstrate chronic fatigue-like symptoms
that we refer to as Post-COVID conditions. As of June 30, 2025, there were 4 patients enrolled in this open-label expanded access treatment
protocol (including one patient with Post-COVID Conditions). To date, there have been eight such Post-COVID patients treated in the study.
AIM previously reported positive preliminary results based on data from the first four Post-COVID Condition patients enrolled in the
study. The data show that, by week 12, compared to baseline, there was what the investigators considered a clinically significant decrease
in fatigue-related measures and improvement in cognition.
In
January 2025, we announced that the final Clinical Study results from AMP-518 had been posted to ClinicalTrials.gov. The results support
our belief in Ampligen as a potential therapeutic for people with the moderate-to-severe Post-COVID condition of fatigue, and that this
would be the likely subject population for any follow-up clinical trial.
Please
see “Ampligen as a Treatment for ME/CFS and Post-COVID Conditions” below.
OUR
PRODUCTS
Our
primary pharmaceutical product platform consists of Ampligen (rintatolimod), a first-in-class drug of large macromolecular double-stranded
(ds) RNA (ribonucleic acid) molecules. Ampligen is the only known TLR3 agonist to avoid helicase activation of NF-κB. Natural dsRNAs
and poly IC which activate NF-κB in the tumor microenvironment (TME) and have the potential to enhance cancer cell proliferation.
Alferon Injection is an FDA-approved natural alpha-interferon product.
Ampligen®
Ampligen
is approved for sale in Argentina (to 2026) for severe CFS and is an experimental drug in the United States currently undergoing clinical
development for the treatment of certain cancers, ME/CFS and Post-COVID Conditions. Over its developmental history, Ampligen has received
various designations, including Orphan Drug Product Designation (FDA and EMA), Treatment protocol (e.g., “Expanded Access”
or “Compassionate” use authorization) with Cost Recovery Authorization (FDA) and “promising” clinical outcome
recognition based on the evaluation of certain summary clinical reports (“AHRQ” or Agency for Healthcare Research and Quality).
Based on the results of published, peer-reviewed pre-clinical studies and clinical trials, we believe that Ampligen may have broad-spectrum
antiviral and anti-cancer properties.
We
believe that nucleic acid compounds represent a potential new class of pharmaceutical products designed to act at the molecular level
for treatment of many human diseases. Ampligen represents the first drug in the class of large (macromolecular) dsRNA molecules to apply
for NDA review. There are two forms of nucleic acids: deoxyribonucleic acid (“DNA”) and ribonucleic acid (“RNA”).
DNA is a group of naturally occurring molecules found in chromosomes, the cell’s genetic machinery. RNA is a group of naturally
occurring informational molecules which orchestrate a cell’s behavior which, in turn, regulates the action of groups of cells,
including the cells which comprise the body’s immune system. RNA directs the production of proteins and regulates certain cell
activities including the activation of an otherwise dormant cellular defense against viruses and tumors. Our drug technology utilizes
specifically configured RNA and is a selective Toll-like Receptor 3 (“TLR3”) agonist that can be administered intravenously,
intranasally and intraperitoneally. Ampligen has been assigned the generic name rintatolimod by the United States Adopted Names Council
(“USANC”) and has the chemical designation poly(I):poly(C12U).
Expanded
Access Program/Early Access Programs/clinical trials of Ampligen that have been conducted or that are ongoing include studies of the
potential treatment of patients with pancreatic cancer, renal cell carcinoma, malignant melanoma, non-small cell lung cancer, ovarian
cancer, breast cancer, colorectal cancer, prostate cancer, ME/CFS, Hepatitis B, HIV, COVID-19 and Post-COVID conditions.
We
have received approval of our NDA from ANMAT for the commercial sale of Ampligen in the Argentine Republic for the treatment of
severe CFS. The product would be marketed by GP Pharm, now Filaxis, our commercial partner in Latin America. Shipment of the drug
product to Argentina was initiated in 2018 to complete the release testing by ANMAT needed for commercial distribution. In September
2019, we received clearance from the FDA to ship Ampligen to Argentina for the commercial launch and subsequent sales. In June 2020,
we received import clearance from ANMAT to import the first shipment of commercial grade vials of Ampligen into Argentina.
Collaboration with GP Pharm, now Filaxis, continues for commercial launch of Ampligen in Argentina. To successfully bring this to market, several
key steps are necessary, including building disease awareness, providing medical education, securing appropriate reimbursement,
developing effective market strategies, and finalizing manufacturing preparations for launch. We started work with Filaxis (then GP
Pharm) in 2016 to address these key issues.
26
The economic landscape in Argentina
has changed dramatically since then, with the country experiencing significant hyper-inflation. As contracts in Argentina are U.S. dollar
contracts, the parties must evaluate the impact of the devaluation on the relationship and the ability to go forward on a U.S.-dollar
basis. The combination of the cost and frequency of treatments has rendered CFS treatments in Argentina cost prohibitive, at least for
the time being. We will therefore focus our efforts with Filaxis on an approval in Argentina for pancreatic cancer.
The
FDA has authorized an open-label expanded access treatment protocol (AMP-511) allowing patient access to Ampligen in a study under which
severely debilitated CFS patients have the opportunity to be on Ampligen to treat this serious and chronic condition. The AMP-511 protocol
started in the 1990s and is ongoing. The data collected from the AMP-511 protocol through clinical sites provide safety information regarding
the use of Ampligen in patients with CFS. We are establishing an enlarged database of clinical safety information which we believe will
provide further documentation regarding the absence of autoimmune disease associated with Ampligen treatment. We believe that continued
efforts to understand existing data, and to advance the development of new data and information, will ultimately support our future filings
for Ampligen and/or the design of future clinical studies that the FDA requested in a CRL. The FDA approved an increased reimbursement
level from $200 to $345 per 200 mg vial of Ampligen, due to increased production costs; which was re-authorized in 2021, 2022, 2023,
2024 and 2025. At this time, we do not plan on passing this adjustment along to the patients in this program. In October 2020, we received
IRB approval for the expansion of the AMP-511 Expanded Access Program clinical trial for ME/CFS to include patients previously diagnosed
with SARS-CoV-2 following clearance of the virus, but who still demonstrate chronic fatigue-like symptoms that we refer to as Post-COVID
conditions. As of June 30, 2025, there were 4 patients enrolled in this open-label expanded access treatment protocol. In July 2022,
AIM reported positive preliminary results based on data from the first four Post-COVID Condition patients enrolled in the study. The
data show that, by week 12, compared to baseline, the investigators observed what they considered a clinically significant decrease in
fatigue-related measures. To date, there have been eight such Post-COVID patients treated in this study.
In
May 2016, we entered into a five-year agreement with myTomorrows, a Netherlands-based company, for the commencement and management of
an Early Access Program (“EAP”) in Europe and Turkey related to ME/CFS. Pursuant to the agreement, as amended, myTomorrows
also is managing all Early Access Programs and Special Access Programs in Europe, Canada, and Turkey to treat pancreatic cancer and ME/CFS
patients. 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.
In
June 2018, Ampligen was cited as outperforming two other TLR3 agonists — poly IC and natural double stranded RNA — in creating
an enhanced tumor microenvironment for checkpoint blockade therapy in the journal of Cancer Research. In a head-to-head study in explant
culture models, Ampligen activated the TLR3 pathway and promoted an accumulation of killer T cells but, unlike the other two TLR3 agonists,
it did so without causing regulatory T cell (Treg) attraction. These findings were considered important because they indicate that Ampligen
selectively reprograms the tumor microenvironment by inducing the beneficial aspects of tumor inflammation (attracting killer T cells),
without amplifying immune-suppressive elements such as regulatory T cells. The study was conducted at the University of Pittsburgh and
Roswell Park as a part of the NIH-funded P01 CA132714 and Ovarian Cancer Specialized Program of Research Excellence (“SPORE”).
In
2018, we completed production of two commercial-size batches of more than 16,000 vials of Ampligen, following its “Fill & Finish”
at Jubilant HollisterStier, the Contract Manufacturing Organization. These lots passed all required testing for regulatory release for
human use and are being used for multiple programs, including: the treatment of ME/CFS; the pancreatic cancer EAP in the Netherlands;
and will continue to be used for ongoing and future clinical studies in oncology. Lots of Ampligen were manufactured in December 2019, January 2020 and December 2023.
As
to the production of additional Ampligen when and if needed, the validation of the polymer production process with Sterling Pharma Solutions
(“Sterling”) is ongoing. This will need to be complete before we can manufacture more polymer, and thus more Ampligen.
Immuno-Oncology
The
potential of Ampligen as an immuno-oncology therapeutic has been a major focus of AIM since our current leadership took over in 2016.
We have been working with the University of Pittsburgh’s chemokine modulation research initiative, which includes the use of Ampligen
as a potential adjuvant to modify the tumor microenvironment (“TME”) with the goal of increasing anti-tumor responses to
check point inhibitors (“CPI”). As part of this collaboration, we have supplied Ampligen to the University. The study, under
the leadership of Robert P. Edwards, MD, chair of gynecologic services at Magee-Women’s Hospital of the University of Pittsburgh
School of Medicine, and Professor of Surgery Pawel Kalinski, M.D., Ph.D., at Roswell Park, Buffalo, N.Y., involved the chemokine modulatory
regimen developed by Dr. Kalinski’s group and successfully completed the Phase 1 dose escalation in patients with resectable colorectal
cancer.
27
Multiple
Ampligen clinical trials are underway or recently completed at major university cancer centers testing whether tumor microenvironments
can be reprogrammed to increase the effectiveness of cancer immunotherapy, including checkpoint inhibitors. The underway trials include:
Pancreatic
Cancer Trial
● The
DURIPANC Study is a Phase 1b/2 clinical trial combining Ampligen with AstraZeneca’s
anti-PD-L1 immune checkpoint inhibitor Imfinzi® (durvalumab) for the treatment of late-stage
pancreatic cancer. The primary objective of the Phase 1b portion was to determine the safety
of combination treatment. Investigators at Erasmus Medical Center (“Erasmus MC”)
in the Netherlands have completed the safety evaluation of subjects enrolled in the first
dose level of the dose escalation design, finding the combination therapy to be generally
well-tolerated with no severe treatment-related adverse events or dose-limiting toxicities.
In February 2025, we announced that the Erasmus MC Safety Committee had approved the clinical
trial to move forward with Phase 2. In July 2025, we announced a positive mid-year safety
and efficacy update that included treatment of 14 subjects. There has been no significant
toxicity reported. Three of the 14 subjects (~21%) have progression free survival (PFS) >6
months with an additional 3 subjects (21%) not yet progressed. Overall survival (OS) of >6
months in majority of eligible subjects (64%). Up to 25 patients are expected to be enrolled
in the Phase 2 portion of DURIPANC. Enrollment and dosing is ongoing in Phase 2.
● The
Phase 2 AMP-270 clinical trial is a randomized, open-label, controlled, parallel-arm study
with the primary objective of comparing the efficacy of Ampligen in combination with standard
of care (SOC) versus SOC alone following first-line therapy, such as FOLFIRINOX for subjects
with locally advanced pancreatic adenocarcinoma. Secondary objectives include comparing safety
and tolerability. AMP-270 is expected to enroll approximately 90 subjects in up to 30 centers
across the U.S. and Europe. In March 2022, the FDA granted clearance to proceed with the
study. In April 2022, we executed a work order with Amarex to manage the clinical trial.
In August 2022, we received IRB approval of the trial protocol and so announced the trial’s
commencement. The authorization to proceed with the Phase 2 pancreatic cancer clinical trial
has been received with potential sites in the Netherlands at Erasmus MC, and also at major
cancer research centers in the United States such as The Buffett Cancer Center at the University
of Nebraska Medical Center (UNMC). We sought FDA guidance on the expansion of inclusion criteria
and treatment arms, then subsequently amended the study protocol. We recently made a business
decision to place screening/enrollment on hold and suspend the study. ( https://clinicaltrials.gov/ct2/show/NCT05494697 ).
Advanced
Recurrent Ovarian Cancer
● Results
of the Phase 1 portion of a Phase 1/2 study of intraperitoneal chemo-immunotherapy in advanced
recurrent ovarian cancer were published in the American Association for Cancer Research publication,
Clinical Cancer Research (Clin Cancer Res January 19, 2022 DOI: 10.1158/1078-0432.CCR-21-3659).
The study results represent an important extension of prior studies using human tumor explants
that showed Ampligen’s potentially important role as a TLR3 agonist acting synergistically
with high-dose IFNα and celecoxib to selectively enhance Teff cell-attractants while
suppressing Treg-attractants in the tumor microenvironment with a concomitant increase in
the Teff/Treg ratio. The importance of boosting the Teff/Treg ratio in the tumor microenvironment
is that it is associated with the conversion of ‘cold’ tumors into ‘hot’
tumors, which have an increased sensitivity to chemo-immunotherapy and an improved chance
of showing tumor regression. The Phase 1 portion was designed to establish intraperitoneal
safety. The Phase 2 portion of the study has been terminated due to lack of funding. https://clinicaltrials.gov/ct2/show/NCT02432378
● A
Phase 2 study of advanced recurrent ovarian cancer using cisplatin, pembrolizumab,
plus Ampligen; up to 45 patients to be enrolled; enrollment has commenced, and numerous patients
have commenced treatment. In April 2024, researchers released topline data that saw an Objective
Response Rate (“ORR”) of 45% in platinum-sensitive subjects with recurrent ovarian
cancer. ORR includes complete response (“CR”) and partial response (“PR”)
to treatment. There was a total Clinical Benefit Rate (“CBR”) of 55% when including
patients who experienced stable disease (“SD”). Researchers also reported a median
Progression-Free Survival (“PFS”) of 7.8 months. In July 2024, results posted
online ( Study Results | Systemic Immune Checkpoint Blockade and Intraperitoneal Chemo-Immunotherapy
in Recurrent Ovarian Cancer | ClinicalTrials.gov ) indicated 24 patients treated in the
study saw an ORR of 50% and no patients had a dose-limiting toxicity reported. Based on these
results and other research suggesting a similar effect in other solid tumor types, AIM sees
an Ampligen combination therapy as having potential across multiple types of cancers. Additional
clinical studies are underway and planned in many of these types of tumors to further confirm
these effects.” https://clinicaltrials.gov/ct2/show/NCT03734692.
28
We
hold multiple patents related to the use of Ampligen in the treatment of cancer. In March 2021, we were granted a patent by the Netherlands
Patent Office with granted patent claims that include, but are not limited to, the use of Ampligen as a combination cancer therapy with
checkpoint blockade inhibitors (e.g. pembrolizumab, nivolumab). In November 2023, we received a new patent involving the administration
of a unique combination of two compounds to patients suffering from pancreatic cancer, renal cell carcinoma, colorectal cancer and/or
melanoma. The first compound is an anti-PD-L1 antibody and the second compound is Ampligen; The combination of these compounds is designed
to work synergistically to enhance the effectiveness of the treatment. Additionally, in June 2025 we received a patent covering methods
involving the manufacture of a range of therapeutic double-stranded RNA (dsRNA) products, of which Ampligen is included. Combined with
our multiple compositions and methods patents involving Ampligen, this manufacturing patent, along with our other issued patents, further
secures our control over the synthesis and use of the first-in-class drug, and provides patent protection for manufacturing until 2041.
Stage
4 Metastatic Triple Negative Breast Cancer - Phase 1 study of metastatic triple-negative breast cancer using chemokine modulation
therapy, including Ampligen and pembrolizumab. Eight patients were enrolled and 6 patients were evaluable. https://www.clinicaltrials.gov/ct2/show/NCT03599453.
The key findings announced first in April 2022, and later published in November 2023, included:
● The
pre-determined primary endpoint of efficacy was met (increase in CD8 in TME).
● Uniform
increase of immune markers upon treatment was observed: CD8 mRNA (6.1-fold; p-0.034), GZMB
mRNA (3.5-fold; p=0.058), ratios of CD8 /FOXP3 and GZMB/FOXP3 (5.7-fold; p=0.036, and 7.6-fold;
p=0.024 respectively), thus successfully meeting the pre-determined primary endpoint in the
study (increase in CD8 in TME).
● In
addition, an increase in CTL attractants CXCL10 (2.6-fold; p=0.104) and CCL5 (3.3-fold; p=0.019)
was observed. In contrast, Treg marker FOXP3 or Treg attractants CCL22 or CXCL12 were not
enhanced.
● Three
patients had stable disease lasting 2.4, 2.5 and 3.8 months, as of data cut off September
1, 2021.
● An
additional patient (non-evaluable) had a partial response (breast tumor autoamputation) with
massive tumor necrosis in the post-CKM biopsy.
Stage
4 Colorectal Cancer Metastatic to the Liver - Phase 2a study of Ampligen as a component of chemokine modulatory regimen on colorectal
cancer metastatic to liver; recruitment has been completed; 19 patients were enrolled and 12 patients were evaluable for the primary
endpoint https://clinicaltrials.gov/ct2/show/NCT03403634. The key findings announced in April 2022 included:
● The
study’s primary endpoint was met, evidenced by increased CD8a expression post-treatment
(p=0.046).
● Saw
increase in the CD8a/CD4 (p=0.03), CD8a/FOXP3 (p<0.01) and GZMB/FOXP3 (p<0.01) ratios.
● The
expression of CTL-attracting chemokines CCL5 (p=0.08), CXCL9 (p=0.05), and CXCL10 (p=0.06)
were increased, while expression of the Treg/MDSC attractant CXCL12 (p=0.07) was decreased
post-treatment.
● Median
OS was 10.5 (90% CI 2.2-15.2) months, and the median PFS was 1.5 (90% CI 1.4, 1.8) months.
● No
tumor responses were seen. The treatment was well tolerated. Of all enrolled patients (N=19),
adverse events were noted in 74% of patients, with the most common being fatigue (58%). Grade
3 or higher adverse events were rare (5%).
Early-Stage
Prostate Cancer - Phase 2 study investigating the effectiveness and safety of aspirin and Ampligen with or without interferon-alpha
2b (Intron A) compared to no drug treatments in a randomized three-arm study of patients with prostate cancer before undergoing radical
prostatectomy. Patient enrollment has been initiated in this study designed for up to 45 patients. The study was temporarily suspended
due to the Merck discontinuation of Intron-A production. Roswell Park has had a Type-C meeting with the FDA and has performed the necessary
experiments to replace Intron-A with a generic alpha-interferon. This trial resumed recruiting in April 2025. https://clinicaltrials.gov/ct2/show/NCT03899987.
Early-Stage
Triple Negative Breast Cancer - The objective of this Phase 1 study is to evaluate the safety and tolerability of a combination of
Ampligen, celecoxib with or without Intron A, when given along with chemotherapy in patients with early-stage triple negative breast
cancer. The now completed (as of September 2022) topline results from the study confirm the positive findings that were previously presented
at the 2022 Society for Immunotherapy of Cancer (SITC) 37th Annual Meeting in a poster presentation titled Safety and efficacy of de-escalated
neoadjuvant chemoimmunotherapy of triple negative breast cancer (TNBC) using chemokine-modulating regimen (rintatolimod, IFN-α2b,
celecoxib). The primary endpoint of the study was safety and tolerability. The results demonstrated that treatment was well-tolerated
with mostly grade 1 or 2 treatment-related adverse events (TRAEs) without dose-limiting toxicities (DLTs) or delayed or immune-related
toxicities. DLT was defined as grade 3 or higher toxicities within the first 3 weeks. Secondary endpoints included pCR rate where 5/9
(56%) of patients attained pCR and 1 more patient attained ypTmic. Tumor and blood biomarkers were also analyzed in exploratory studies.
https://clinicaltrials.gov/ct2/show/NCT04081389.
Refractory
Melanoma — Roswell Park Comprehensive Cancer Center (“Roswell Park”), in a clinical trial fully funded by the National
Cancer Institute (NCI), has commenced patient enrollment in its Phase 2 study in subjects with primary PD-1/PD-L1 resistant melanoma.
The Phase 2 study will evaluate type-1 polarized dendritic cell (αDC1) vaccine in combination with tumor-selective chemokine modulation
(“CKM”) comprised of Interferon alpha 2b, Ampligen (rintatolimod) and Celecoxib. Up to 24 patients are to be enrolled. The
study was temporarily suspended due to the Merck discontinuation of Intron-A production but has since resumed recruitment. In June
2025, the study was terminated with 1 patient enrolled, funding completed. (See: https://www.clinicaltrials.gov/show/NCT04093323).
Metastatic
or Unresectable Triple Negative Breast Cancer – This phase 1/2a trial tests the safety, side effects, and best dose of chemokine
modulation therapy (CKM) (rintatolimod, celecoxib, and interferon alpha 2b) in combination with pembrolizumab for the treatment of patients
with triple negative breast cancer that has spread from where it first started (primary site) to other places in the body (metastatic)
or that cannot be removed by surgery (unresectable). In June 2025, the study was terminated with 5 patients enrolled, funding ended.
(See: https://clinicaltrials.gov/study/NCT05756166).
29
Additional
Progress and Analysis Related to Pancreatic Cancer
In
January 2017, the EAP established under our agreement with myTomorrows to enable access of Ampligen to ME/CFS patients was extended to
pancreatic cancer patients beginning in the Netherlands. myTomorrows is our exclusive service provider in Europe and Turkey and will
manage all EAP activities relating to the pancreatic cancer extension of the program. In February 2018, the agreement with myTomorrows
was extended to cover Canada to treat pancreatic cancer patients, pending government approval. There have been no physician requests
to date that would cause the program to move forward with the approval process.
A
total of 42 pancreatic cancer patients initially received treatment with Ampligen immuno-oncology therapy under the EAP program at Erasmus
MC in the Netherlands, with more than 50 patients ultimately receiving treatment. Prof. C.H.J. van Eijck, MD, was the lead investigator.
In March 2024, the team at Erasmus MC published a thorough data analysis in an article titled “Rintatolimod in Advanced Pancreatic
Cancer enhances Anti-Tumor Immunity through Dendritic Cell-Mediated T Cell Responses” in the journal Clinical Cancer Research.
The positive clinical findings relate to changes in the tumor microenvironment after Ampligen use. We are working with our Contract Research
Organization, Amarex Clinical Research LLC, to seek FDA “fast-track.” We have applied for fast-track status; have received
denials to date; and are currently working through the FDA process to provide all the materials and information required to achieve fast-track
status.
A
manuscript titled “Rintatolimod in Advanced Pancreatic Cancer enhances Anti-Tumor Immunity through Dendritic Cell-Mediated T Cell
Responses,” was published in the print version of the journal Clinical Cancer Research in August 2024. Researchers at the Erasmus
University Medical Center (“Erasmus MC”) found that Ampligen treatment in pancreatic cancer patients enhances peripheral
immune activity at the transcriptomic and proteomic levels, particularly involving type 1 conventional dendritic cells (cDC1s) and T
cells. Post-Ampligen, the increased peripheral abundance of BTLA+XCR1+ cDC1s and CD4+SELL+ T cells correlated with improved clinical
outcomes. Patients with stable disease exhibited pronounced overexpression of genes related to DC and T cell activation. Notably, the
expression of immune checkpoints PD-L1 and PD-L2 decreased post-Ampligen across all patients.
Additionally:
● In
December 2020, the FDA granted Ampligen Orphan Drug Designation status for the treatment
of pancreatic cancer. The Orphan Drug Designation program provides orphan status to drugs
and biologics which are defined as those intended for the treatment, prevention or diagnosis
of a rare disease or condition, which is one that affects less than 200,000 persons in the
United States or meets cost recovery provisions of the act. The status helps incentivize
the treatment of therapies to treat unmet medical needs by providing a company with seven
years of exclusivity rights once a drug reaches market.
● In
February 2021, our subsidiary, NV Hemispherx Biopharma Europe (now AIM ImmunoTech Europe
N.V./S.A.), received formal notification from the European Commission (“EC”)
granting Orphan Medicinal Product Designation for Ampligen as a treatment for pancreatic
cancer. Orphan products, once commercially approved in the European Union (“EU”),
receive benefits including up to ten years of protection from market competition from similar
medicines with similar active component and indication for use that are not shown to be clinically
superior.
In
June 2021, Ampligen was featured in a publication containing state-of-the-art methodologies in the peer-reviewed medical journal Cancers
as a potential treatment option for cancer patients who are infected with SARS-CoV-2. The study’s authors stated that Ampligen
has the potential to reduce the severity of the deadly respiratory disease COVID-19. According to laboratory data presented in the publication,
“Rintatolimod [Ampligen] activated the innate and the adaptive immune systems by activating a cascade of actions in human pancreatic
cancer cells”, including:
● Stimulation
of interferon regulatory factors and activation of the interferon signaling pathway,
● Production
of immunomodulatory activity and
● Induction
of the expression of MHC class I and II histocompatibility
The
full journal article is titled: “Rintatolimod Induces Antiviral Activities in Human Pancreatic Cancer Cells: Opening for an Anti-COVID-19
Opportunity in Cancer Patients?” Cancers is a peer-reviewed, open access journal of oncology published semimonthly online by MDPI.
The study’s authors include Prof. C.H.J. van Eijck, MD, PhD, the lead investigator at Erasmus Medical Center in the Netherlands.
In
October 2021, we and Amarex submitted an IND application with the FDA for a planned Phase 2 study of Ampligen as a therapy for locally
advanced or metastatic late-stage pancreatic cancer. In December 2021, the FDA responded with a Clinical Hold on the proposed study.
We submitted our response to the FDA in February 2022. In March 2022, we received notification from the FDA that the Clinical Hold was
released and cleared, meaning that we are now able to proceed with the study specifically to treat locally advanced pancreatic cancer
patients. In August 2022, we received IRB approval of the trial protocol and so announced the trial’s commencement.
30
A
Type D meeting package seeking the FDA guidance on expansion of inclusion criteria and treatment arms to be included was submitted to
the FDA. We subsequently amended the study protocol. AIM recently made a business decision to place screening/enrollment on hold and
suspend the study.
Positive
data was published in March 2022 in a manuscript titled, “Rintatolimod (Ampligen®) enhances numbers of peripheral B cells
and is associated with longer survival in patients with locally advanced and metastasized pancreatic cancer pre-treated with
FOLFIRINOX: a single-center named patient program,” in Cancers Special Issue: Combination and Innovative Therapies for
Pancreatic Cancer. In the single-center, named-patient program, patients with locally advanced pancreatic cancer (LAPC) or
metastatic disease were treated with Ampligen for 6 weeks, at 2 doses per week with 400 mg per infusion. The study found that
Ampligen improved the median survival of these patients. The study’s primary endpoints were the Systemic Immune-Inflammation
Index (SIII), the Neutrophils to Lymphocyte Ratio (NLR), and absolute counts of 18 different populations of circulating immune cells
as measured by flow cytometry. Secondary endpoints were progression-free survival (PFS) and overall survival (OS). The median
overall survival in the Ampligen group was 19 months, compared to a historical control group and subgroup (7.5 and 12.5,
respectively) that did not receive Ampligen.
Also
in March 2022, we announced that study data evaluating the direct effects of Ampligen on human pancreatic ductal adenocarcinoma (PDAC)
cells was accepted for presentation at the 15th Annual International Hepato-Pancreato-Biliary Association World Congress in New York,
NY. For the study, three PDAC cell lines (CFPAC-1, MIAPaCa-2, and PANC-1) were treated with various concentrations of Ampligen and their
corresponding vehicle control. The proliferation and migration effects were examined using in-vitro assays and the molecular effect was
examined by targeted gene expression profiling. Additionally human PDAC samples were used to validate the expression of toll-like receptor
3 (TLR3) by immunohistochemistry. Results from the study demonstrated Ampligen decreased the proliferation and migration ability of CFPAC-1
cells. In addition, it decreased the proliferation of MIAPaCa-2 cells and the migration of PANC-1 cells. However, it did not have a dual
effect in MIAPaCa-2 and PANC-1 cells. Interestingly, TLR3 was highly expressed in CFPAC-1 cells, low expressed in MIAPaCa-2 and not expressed
in PANC-1. Gene expression analysis revealed the upregulation of interferon-related genes, chemokines, interleukins and cell cycle regulatory
genes. The heterogeneity of TLR3 expression was confirmed in human PDAC samples. Based on these results, treating pancreatic cancer with
Ampligen may have a direct anti-tumor effect in pancreatic cancer cells expressing TLR-3.
Ampligen
as a Potential Antiviral
Following
the SARS-CoV-1 outbreak in 2002-03, Ampligen exhibited excellent antiviral properties and protective survival effect in NIH-contracted
studies of SARS-CoV-1-infected mice, which is very similar to SARS-CoV-2, the novel virus that causes COVID-19.
● The
Barnard 2006 study ( https://journals.sagepub.com/doi/abs/10.1177/095632020601700505 )
found that Ampligen reduced virus lung levels to below detectable limits.
● The
Day 2009 study ( https://www.sciencedirect.com/science/article/pii/S0042682209005832 )
found that, instead of 100% mortality, there was 100% protective survival using Ampligen.
We
compared key transcription regulatory sequences of SARS-CoV-1 to SARS-CoV-2 and found significant similarities, suggesting highly probable
extension of the antiviral effects of Ampligen in the earlier NIH-contracted SARS experiments to COVID-19. The SARS-CoV-2 virus –
which causes COVID-19 – shares important genomic and pathogenic similarities with SARS-CoV-1 (hence its name). Since Ampligen has
shown antiviral activity against more distantly related coronaviruses, there was a reasonable probability that the antiviral effects
of Ampligen against SARS-CoV-1 will likely extend to SARS-CoV-2, and as discussed below, recently, Ampligen has demonstrated ex vivo
antiviral activity against SARS-CoV-2. We believe that this creates a compelling case for clinical trials to evaluate Ampligen as a potential
tool in the fight against COVID-19.
Since
the late 2019 outbreak of SARS-CoV-2, we have been actively engaged in determining whether Ampligen could be an effective treatment for
this virus or could be part of a vaccine. We believe that Ampligen has the potential to be both an early-onset treatment for and prophylaxis
against SARS-CoV-2. We believe that prior studies of Ampligen in SARS-CoV-1 animal experimentation may predict similar protective effects
against the new virus.
In
February 2020, we filed three provisional patent applications related to Ampligen in our efforts toward joining the global health community
in the fight against the deadly coronavirus (See: https://aimimmuno.com/press-release/aim-immunotech-files-provisional-patent-application-for-the-use-of-ampligenr-as-a-potential-therapy-for-covid-19-induced-chronic-fatigue/).
Our three provisional patent applications include: 1) Ampligen as a therapy for the coronavirus; 2) Ampligen as part of a proposed intranasal
universal coronavirus vaccine that combines Ampligen with inactivated coronavirus, conveying immunity and cross-protection and; 3) a
high-volume manufacturing process for Ampligen. Under the Patent Cooperation Treaty of 1970, which provides international protections
for patents, these three provisional patent applications were converted into two international patent applications based on the date
of their filings.
31
In
August 2020, we contracted 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.
Beginning
in April 2020, we entered into confidentiality and non-disclosure agreements with numerous companies for the potential outsourcing of
the production of polymer, enzyme, placebo as well as Ampligen.
In
May 2020, the FDA authorized an IND for Roswell Park to conduct a Phase 1/2a study of a regimen of Ampligen and interferon alpha in cancer
patients with COVID-19 infections. This clinical trial, sponsored by Roswell Park in collaboration with us, will test the safety of this
combination regimen in patients with cancer and COVID-19, and the extent to which this therapy will promote clearance of the SARS-CoV-2
virus from the upper airway. Several subjects have been treated. It is planned that the phase 1/2a study will enroll up to 44 patients
in two stages. Phase 1 will see 12-24 patients receiving both Ampligen and interferon alpha-2b at escalating doses. Once that initial
phase is complete, further study participants will be randomized to two arms: one receiving the two-drug combination and a control group
who will not receive Ampligen or interferon alpha but will receive best available care. We are a financial sponsor of the study and will
provide Ampligen at no charge for this study. In November 2020, the first patient in the study had been enrolled and treated. This study
was amended to add 20 patients, with 10 randomized to receive a single dose of Ampligen and 10 patients to receive current best therapies.
(See clinicaltrials.gov/NCT04379518). Due to a shortage of qualifying subjects with COVID-19 and cancer as a result of the positive impact
of vaccinations and treatments for COVID-19, Roswell is seeking approval to expand the qualifying subject criteria to include other diseases
lethal to immuno-compromised cancer patients, such as influenza. Accordingly, the study is temporarily suspended while seeking said approvals.
We
also entered into a specialized services agreement with Utah State University and have supplied Ampligen to support the University’s
Institute for Viral Research in its research into SARS-CoV-2. The Utah State results show that Ampligen was able to decrease SARS-CoV-2
infectious viral yields by 90% at clinically achievable intranasal Ampligen dosage levels.
In
October 2020, we received IRB approval for the expansion of the AMP-511 Expanded Access Program clinical trial for ME/CFS to include
patients previously diagnosed with SARS-CoV-2, but who still demonstrate chronic fatigue-like symptoms. Patients in the trial are treated
with our flagship pipeline drug Ampligen. In January 2021, we commenced with the treatment of the first previously diagnosed COVID-19
patient with long-COVID symptoms (i.e., Long Hauler) also known as Post-COVID Conditions in the AMP-511 study. Enrollment of post-COVID
patients continues in the study.
In
January 2021, we entered into a Sponsor Agreement with CHDR to manage a Phase 1 randomized, double-blind study to evaluate the safety
and activity of repeated intranasal administration of Ampligen. AIM funded and sponsored the study. This study was designed to assess
the safety, tolerability and biological activity of repeated administration of Ampligen intranasally. A total of 40 healthy subjects
received either Ampligen or a placebo in the trial, with the Ampligen given at four escalating dosages across four cohorts, to a maximum
level of 1,250 micrograms. The study was completed, and the Final Safety Report reported no Serious or Severe Adverse Events at any dosage
level. We believe that the trial is a critical step in our ongoing efforts to develop Ampligen as a potential prophylaxis or treatment
for COVID-19 and other respiratory viral diseases. Amarex provided us with monitoring support during the trial.
Additionally,
we filed two COVID-19-related provisional patent applications in the third quarter of 2021. In August, we filed an application for Ampligen
as both an intranasal and an intravenous therapy for what we describe as Post-COVID conditions. The people suffering from Post-COVID
conditions, including some young adults, can be afflicted with severe difficulties in concentrating; serious memory problems; and the
inability to live an active lifestyle, to work and even to perform everyday tasks. Early data has demonstrated that patients with symptoms
of Post-COVID conditions being treated with Ampligen in the ongoing AMP-511 Expanded Access Program have reported improvements in fatigue
symptoms. Similarly, in ME/CFS, data supports the claim that Ampligen improves fatigue symptoms. Then in September 2022, we filed a patent
application for Ampligen as a potential early-onset intranasal therapy designed to enhance and expand infection-induced immunity, epitope
spreading, cross-reactivity and cross-protection in patients exposed to a wide range of RNA respiratory viruses, such as influenza, Rhinoviruses
and SARS-CoV-2.
In
addition to securing these two provisional patent applications, we also moved forward with proposed studies in these areas and with Pre-Investigational
New Drug Applications in September 2021. One pre-IND was for a Phase 2, two-arm, randomized, double-blind, placebo-controlled, multicenter
study to evaluate the efficacy and safety of Ampligen in patients experiencing Post-COVID conditions (originally referred to as Post-COVID
Cognitive Dysfunction (PCCD) and has been revised to Post-COVID conditions).
32
Since
the late 2019 outbreak of SARS-CoV-2, we have been actively engaged in determining whether Ampligen could be an effective treatment for
this virus or could be part of a vaccine. We believe that Ampligen has the potential to be both an early-onset treatment for and prophylaxis
against SARS-CoV-2. We believe that prior studies of Ampligen in SARS-CoV-1 animal experimentation may predict similar protective effects
against the new virus.
Ampligen
as a Treatment for ME/CFS and Post-COVID Conditions
In
July 2023, we enrolled and dosed the first patient in our Phase 2 study evaluating Ampligen® as a potential therapeutic for people
with post-COVID conditions (“AMP-518”). We announced in August 2023 that the study had met the planned enrollment of 80 subjects
ages 18 to 60 years who have been randomized 1:1 to receive twice-weekly intravenous infusions of Ampligen or placebo for 12 weeks, with
a follow-up phase of two weeks. All patients have completed the study and topline data was reported in February 2024.
In
January 2025, we announced that the final Clinical Study results from AMP-518 had been posted to ClinicalTrials.gov. The results support
our belief in Ampligen as a potential therapeutic for people with the moderate-to-severe Post-COVID condition of fatigue, and that this
would be the likely subject population for AIM’s planned follow-up clinical trial. Study subjects with Long COVID were, on average,
able to walk farther in a Six-Minute Walk Test (“6MWT”) when compared to subjects who received a placebo. The 6MWT measured
the distance a subject was able to walk in six minutes as a baseline and then again at 13 weeks. A clear signal of significant potential
(p <0.02, two-tailed T-test) was observed in Ampligen-treated subjects with a baseline 6MWT less than 205 meters, who saw a mean improvement
of 139 meters, compared to a mean improvement of 91 meters in the corresponding part of the group who received the placebo. AIM therefore
believes that any future trial design should focus on Ampligen’s therapeutic potential for subjects whose Long COVID-related fatigue
can be categorized as moderate or worse.
Myalgic
Encephalomyelitis/Chronic Fatigue Syndrome (ME/CFS), also known as Chronic Fatigue Immune Dysfunction Syndrome (“CFIDS”)
and Chronic Fatigue Syndrome (CFS), is a serious and debilitating chronic illness and a major public health problem. ME/CFS is recognized
by both the government and private sector as a significant unmet medical need, including the U.S. National Institutes of Health (“NIH”),
FDA and the CDC.
Many
severe ME/CFS patients become completely disabled or totally bedridden and are afflicted with severe pain and mental confusion even at
rest. ME/CFS is characterized by incapacitating fatigue with profound exhaustion and extremely poor stamina, sleep difficulties and problems
with concentration and short-term memory. It is also accompanied by flu-like symptoms, pain in the joints and muscles, tender lymph nodes,
sore throat and new headaches. A distinctive characteristic of the illness is a worsening of symptoms following physical or mental exertion,
which do not subside with rest.
The
high number of younger people being hospitalized for COVID-19 suggests considerable numbers of people in the prime of their lives may
have a COVID-induced ME/CFS-like illness in their future. According to a 2016 journal article, the estimated annual cost of lost productivity
related to ME/CFS was $9-37 billion in the United States, and for direct medical costs it was $9-14 billion.
In
June of 2020, we filed a provisional patent application for, among other discoveries, the use of Ampligen as a potential early-onset
therapy for the treatment of COVID-19-induced chronic fatigue.
Many
survivors of the first SARS-CoV-1 epidemic in 2003 continued to report chronic fatigue, difficulty sleeping and shortness of breath months
after recovering from the acute illness. “After one year, 17% of patients had not returned to work and 9% more had not returned
to their pre-SARS work levels,” according to Simmaron Research. Now there is increasing evidence that patients with COVID-19 can
develop a similar, ME/CFS-like illness. These patients are commonly referred to as “Long Haulers.”
In
October 2020, we received IRB approval for the expansion of the AMP-511 Expanded Access Program clinical trial for ME/CFS to include
patients previously diagnosed with SARS-CoV-2 following clearance of the virus, but who still demonstrate chronic fatigue-like symptoms.
For more information on our AMP-511 Expanded Access Program, please see “OUR PRODUCTS: Ampligen” above.
In
November 2020, we announced the publication of statistically significant data detailing how Ampligen could have a considerable positive
impact on people living with ME/CFS when administered in the early stages of the disease. The data were published in PLOS ONE, a peer-reviewed
open access scientific journal published by the Public Library of Science. AIM researchers found that the TLR3 agonist Ampligen substantially
improved physical performance in a subset of ME/CFS patients.
33
As
noted above in Overview; General; Ampligen as a treatment for ME/CFS, we have long been focused on seeking the FDA’s approval for
the use of Ampligen to treat ME/CFS. In fact, in February 2013, we received a CRL from the FDA for our Ampligen NDA for ME/CFS. We believe
Phase 3 results provided in the NDA were positive. The CRL indicated that we should conduct at least one additional clinical trial, complete
various nonclinical studies and perform a number of data analyses.
While
developing a comprehensive response to the FDA and a plan for a confirmatory trial for the FDA NDA, we proceeded independently in Argentina
and, in August 2016, we received approval of an NDA from ANMAT for commercial sale of Ampligen in the Argentine Republic for the treatment
of severe CFS. In September 2019, we received clearance from the FDA to ship Ampligen to Argentina for the commercial launch and subsequent
sales. On June 10, 2020, we received import clearance from ANMAT to import the first shipment of commercial grade vials of Ampligen into
Argentina. The next steps in the commercial launch of Ampligen include ANMAT conducting a final inspection of the product and release
tests before granting final approval to begin commercial sales. This testing and approval process is currently delayed due to ANMAT’s
internal processes. Once final approval by ANMAT is obtained, we will begin distributing Ampligen in Argentina.
We
plan on a comprehensive follow-up with the FDA regarding the use of Ampligen as a treatment for ME/CFS. We have learned a great deal
since the FDA’s CRL and plan to adjust our approach to concentrate on specific ME/CFS symptoms. Responses to the CRL and a proposed
confirmatory trial are being worked on now by our R&D team and consultants.
Other
Diseases
In
Europe, the EMA has approved the Orphan Medicinal Products Designation for Ampligen as a potential treatment of Ebola virus disease and
for Alferon N Injection as a potential treatment of MERS.
We
concluded our series of collaborations designed to determine the potential effectiveness of Ampligen and Alferon N Injection as potential
preventive and/or therapeutic treatments for Ebola-related disorders. Although we believe that the threat of both MERS and Ebola globally
may reemerge in the future, it appears that the spread of these disorders has diminished.
In
April 2021, we entered into an MTA with the University of Cagliari Dipartimento di Scienze della Vita e dell’Ambiente (“UNICA”),
an educational institution, under the laws of Italy, located in Monserrato (Cagliari), Italy. The MTA relates to the research and development
of the effects of Ampligen and its ability to induce interferon production in several cell lines, and also on the ability of the Ebola
virus protein VP35 to bind to viral dsRNA and impede interferon’s upregulation and activity, and on Ampligen’s ability to
reverse VP35 inhibition of interferon production in biological systems. The data analysis was published in the peer-reviewed journal
Antiviral Research, in a manuscript titled “Ebola virus disease: In vivo protection provided by the PAMP restricted TLR3 agonist
rintatolimod and its mechanism of action.” We believe that the analysis supports a dual mechanism of action when Ampligen is used
as a prophylactic therapy against Ebola Virus Disease.
In
May 2021, we filed a U.S. Provisional Patent Application for Ampligen as a potential therapeutic to possibly slow, halt, or reverse the
progression of Alzheimer’s disease.
In
November 2022, we received notice that the FDA had granted Orphan Drug Designation to Ampligen for the treatment of Ebola virus disease.
In
October 2024, we were granted U.S. patent No. 12,102,649, covering both compositions and methods comprising a range of TRL3 agonist,
within the drug Ampligen, in the treatment of endometriosis, a painful chronic condition in which tissue similar to the lining of the
uterus grows outside the uterus, causing severe pelvic pain and making it difficult or impossible to become pregnant. The patented method
involves the administration of a therapeutically effective amount of a pharmaceutical composition containing our proprietary double-stranded
RNA products. The versatile administration options offer flexibility for patient-specific needs and care. The patent also covers treatments
targeting recurrent endometriosis and includes options for co-administration with interferons, including well-known types such as alpha
and beta interferons.
We
announced in February 2025 our intention to pursue a study of a potential avian influenza combination therapy of Ampligen and AstraZeneca’s
FluMist, a nasal spray vaccine that helps prevent seasonal influenza. The new proposed clinical trial would expand upon previous Company-sponsored
clinical research at the University of Alabama-Birmingham (“UAB”), which indicated that intranasal delivery of Ampligen after
the intranasal delivery of the FluMist seasonal influenza vaccine increased the immune response to seasonal variants in the vaccine by
greater than four-fold and induced cross-reactive secretory Immunoglobulin A against highly pathogenic avian influenza virus strains
H5N1, H7N9 and H7N3. We are seeking collaborative grants from government and industry to defray the cost of the study. We believe that
pre-clinical and clinical work to date – combined with the ever-growing threat of Avian influenza – strongly supports our
decision to move forward with this second Ampligen and FluMist study in humans.
34
Alferon
N Injection®
Alferon
N Injection is the registered trademark for our injectable formulation of natural alpha interferon. Alferon N Injection is the only natural-source,
multi-species alpha interferon currently approved for sale in the United States and Argentina for the intralesional (within lesions)
treatment of refractory (resistant to other treatment) or recurring external genital warts in patients 18 years of age or older. Alferon
N Injection is also approved in Argentina for the treatment of refractory patients that failed or were intolerant to treatment with recombinant
interferons. Argentina has experienced hyper-inflation and recently devalued its currency to the U.S. dollar by 50%. Contracts in Argentina
are in U.S. dollars and the parties must evaluate the impact of the recent devaluation on its relationship. Certain types of human papilloma
viruses (“HPV”) cause genital warts, a sexually transmitted disease (“STD”). According to the CDC, HPV is the
most common sexually transmitted infection, with approximately 79 million Americans — most in their late teens and early 20s —
infected with HPV. In fact, the CDC states that “HPV is so common that nearly all sexually active men and women get the virus at
some point in their lives.” Although they do not usually result in death, genital warts commonly recur, causing significant morbidity
and entail substantial health care costs.
Interferons
are a group of proteins produced and secreted by cells to combat diseases. Researchers have identified four major classes of human interferon:
alpha, beta, gamma and omega. Alferon N Injection contains a multi-species form of alpha interferon. The worldwide market for injectable
alpha interferon-based products has experienced rapid growth and various alpha interferon injectable products are approved for many major
medical uses worldwide. Alpha interferons are manufactured commercially in three ways: by genetic engineering, by cell culture, and from
human white blood cells. All three of these types of alpha interferon are or were approved for commercial sale in the United States.
Our natural alpha interferon is produced from human white blood cells. The potential advantages of natural alpha interferon over recombinant
(i.e., synthetic) interferon produced and marketed by other pharmaceutical firms may be based upon their respective molecular compositions.
Natural alpha interferon is composed of a family of proteins containing many molecular species of interferon. In contrast, commercial
recombinant alpha interferon products each contain only a single species. Researchers have reported that the various species of interferons
may have differing antiviral activity depending upon the type of virus. Natural alpha interferon presents a broad complement of species,
which we believe may account for its higher activity in laboratory studies. Natural alpha interferon is also glycosylated (i.e., partially
covered with sugar molecules). Such glycosylation is not present on the currently U.S.-marketed recombinant alpha interferons. We believe
that the absence of glycosylation may be in part responsible for the production of interferon-neutralizing antibodies seen in patients
treated with recombinant alpha interferon. Although cell culture-derived interferon is also composed of multiple glycosylated alpha interferon
species, the types and relative quantity of these species are different from our natural alpha interferon.
Alferon
N Injection [Interferon alfa-n3 (human leukocyte derived)] is a highly purified, natural-source, glycosylated, multi-species alpha interferon
product. There are essentially no neutralizing antibodies observed against Alferon N Injection to date and the product has a relatively
low side-effect profile. The recombinant DNA derived alpha interferon formulations have been reported to have decreased effectiveness
after one year of treatment, probably due to neutralizing antibody formation (See “Manufacturing” and “Marketing/Distribution”
sections below for more details on the manufacture and marketing/distribution of Alferon N Injection). The production of new Alferon
N Injection Active Pharmaceutical Ingredient, or API, is currently on hold. We do not know when, if ever, our products will be generally
available for commercial sale for any indication. Additionally, on May 9, 2023, we were granted a U.S. Patent for a method for preventing
or reducing antigenic drift or viral reassortment in a host animal comprising determining if a host animal has been exposed to or infected
by an avian influenza virus and administering to the exposed host animal alpha-interferon. Given our focus on developing Ampligen as
an oncology therapy and antiviral, alone and in combination with other drugs, at this time we are not focusing on developing Alferon
N Injection.
MANUFACTURING
ANMAT
in Argentina approved Ampligen for commercial distribution for the treatment of CFS in 2016. Shipment of the drug product to Argentina
was initiated in 2018 to complete the release testing by ANMAT needed for commercial distribution. In September 2019, we received clearance
from the FDA to ship Ampligen to Argentina for the commercial launch and subsequent sales. In June 2020, we received import clearance
from ANMAT to import the first shipment of commercial grade vials of Ampligen into Argentina. We are currently collaborating with GP
Pharm, now Filaxis, on the commercial launch of Ampligen in Argentina (See “Our Products; Ampligen” above).
Following
our approval in Argentina, in 2017 we engaged Jubilant HollisterStier (“Jubilant”) to be our authorized CMO for Ampligen.
Two lots of Ampligen consisting of more than 16,000 units were manufactured and released in 2018; these lots have been designated for
human use in the United States in the cost recovery CFS program and for expanded oncology clinical trials. The production of additional
polymer (Ampligen intermediates) took place in 2019 at our New Brunswick facility. Additionally, Jubilant manufactured three more lots
of Ampligen in December 2019, January 2020 and December 2023. In addition, we have supplied GP Pharm, now Filaxis, with the Ampligen required for testing
and ANMAT release under the agreement that GP Pharm, now Filaxis, would be the eventual distributor in Argentina.
35
In
June 2022 we entered into a lease agreement with the New Jersey Economic Development Authority for a 5,210 square-foot, state-of-the-art
R&D facility at the New Jersey Bioscience Center (NJBC), primarily consisting of two separate laboratory suites. The lease commenced
on July 1, 2022, and runs through August 31, 2027, but can be extended for an additional five-year period. The facility is AIM’s
operations, research and development center.
Our
business plan calls for the utilization of one or more CMOs to produce Ampligen API. While we believe we have sufficient Ampligen API
to meet our current needs, we are also continually exploring new efficiencies so as to maximize our ability to fulfill future obligations.
In this regard, on December 5, 2022, we entered into a Master Service Agreement and a Quality Agreement with Sterling Pharma Solutions
(“Sterling”) for the manufacture of our 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. We are utilizing Sterling’s expertise to
refine our approach to polymer production; the validation of the polymer production process with Sterling is ongoing.
Our
second product, Alferon N Injection, is approved by the FDA for commercial sales in the United States for the treatment of genital warts.
It is also approved by ANMAT in Argentina for commercial sales for the treatment of genital warts and in patients who are refractory
to treatment with recombinant interferons. Commercial sales of Alferon N Injection in the United States will not resume until new batches
of commercial filled and finished product are produced and released by the FDA. We will need the FDA’s approval to release commercial
product once we have identified our new manufacturing approach and submitted satisfactory stability and quality release data. Currently,
we are not manufacturing Alferon N Injection and there is no definitive timetable to resume production.
LICENSING/COLLABORATIONS/JOINT
VENTURES
To
enable potential availability of Ampligen to patients on a worldwide basis, we have embarked on a strategy to license the product and/or
to collaborate and/or create a joint venture with companies that have the demonstrated capabilities and commitment to successfully gain
approval and commercialize Ampligen in their respective global territories of the world. Ideal partners would have the following characteristics:
well-established global and regional experience and coverage; robust commercial infrastructure; a strong track record of successful development
and registration of in-licensed products; and a therapeutic area fit (e.g., ME/CFS, immuno-oncology).
As Filaxis
has now turned its focus to oncology, we are exploring the potential for the use of Ampligen in Argentina for the treatment
of pancreatic cancer as either a monotherapy or in combination with immunotherapies.
MARKETING/DISTRIBUTION
In
May 2016, we entered into a five-year, exclusive Renewed Sales, Marketing, Distribution and Supply Agreement (the “Agreement”)
with GP Pharm, now Filaxis. Under this Agreement, GP Pharm was responsible for gaining regulatory approval in Argentina for Ampligen to treat severe
CFS in Argentina and for commercializing Ampligen for this indication in Argentina. We granted GP Pharm the right to expand rights to
sell this experimental therapeutic into other Latin America countries based upon GP Pharm achieving certain performance milestones. We
also granted GP Pharm an option to market Alferon N Injection in Argentina and other Latin America countries. They have since decided to discontinue this effort with Alferon but we continue to search for other partners in Argentina
to continue this project. The contract was extended in May 2021 with an end date of May 24, 2024. While we are in discussions
with Filaxis to extend the agreement, we are also open to the possibility of looking for a new partner. In August 2021, ANMAT
granted a five-year extension to a previous approval to sell and distribute Ampligen to treat severe CFS in Argentina. This extends the
approval until 2026.
In
May 2016, we 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. These activities will be directed to (a) the education of physicians and patients regarding the possibility of early
access to innovative medical treatments not yet the subject of a Marketing Authorization (regulatory approval) through named-patient
use, compassionate use, expanded access and hospital exemption, (b) patient and physician outreach related to a patient-physician platform,
(c) the securing of Early Access Approvals (exemptions and/or waivers required by regulatory authorities for medical treatments prior
to Marketing Authorization) for the use of such treatments, (d) the distribution and sale of such treatments pursuant to such Early Access
Approvals, (e) pharmacovigilance (drug safety) activities and/or (f) the collection of data such as patient-reported outcomes, doctor-reported
experiences and registry data. We are supporting these efforts and have supplied Ampligen to myTomorrows at a predetermined transfer
price. In the event that we receive Marketing Authorization in any country in the Territory, we will pay myTomorrows a royalty on products
sold. Pursuant to the Impatients Agreement, the royalty would be a percentage of Net Sales (as defined in the Impatients Agreement) of
Ampligen sold in the Territory where Marketing Authorization was obtained. The formula to determine the percentage of Net Sales will
be based on the number of patients that are entered into the EAP. We believe that disclosure of the exact maximum royalty rate and royalty
termination date could cause competitive harm. However, to assist the public in gauging these terms, the actual maximum royalty rate
is somewhere between 2% and 10% and the royalty termination date is somewhere between five and fifteen years from the First Commercial
Sale of a product within a specific country. The parties established a Joint Steering Committee comprised of representatives of both
parties to oversee the EAP. No assurance can be given that activities under the EAP will result in Marketing Authorization or the sale
of substantial amounts of Ampligen in the Territory. 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.
36
In
January 2017, ANMAT granted a five-year extension to a previous approval to sell and distribute Alferon N Injection (under the brand
name “Naturaferon”) in Argentina. This extended the approval until 2022. A request to extend the approval beyond 2022 has
been filed and is still under review. In February 2013, we received ANMAT approval for the treatment of refractory patients that
failed or were intolerant to treatment with recombinant interferon. GP Pharm now renamed Filaxis has decided not to move forward with this project and has sent us a notice of termination for this project.
However, as there are numerous companies in Argentina now providing patients treatment with recombinant interferon, we believe these companies
and their patients would benefit greatly from having the opportunity to treat those refractory patients with Naturaferon. We are continuing
to seek out potential partners to move this project forward in the near future.
In
January 2017, the EAP through our agreement with myTomorrows designed to enable access of Ampligen to ME/CFS patients was extended to
pancreatic cancer patients beginning in the Netherlands. myTomorrows is our exclusive service provider in the Territory and will manage
all EAP activities relating to the pancreatic cancer extension of the program.
In
August 2017, we extended our agreement with Asembia LLC, formerly Armada Healthcare, LLC, to undertake the marketing, education and sales
of Alferon N Injection throughout the United States. This agreement has expired. We were in discussions with Asembia about the possibility
of continuing the relationship, while also exploring the possibility of working with other similar companies. However, we still do not
foresee an immediate need for this service and continue to push this search further out in our expected timeline.
In
February 2018, we signed an amendment to the EAP with myTomorrows. This amendment extended the Territory to cover Canada to treat pancreatic
cancer patients, pending government approval. In March 2018, we signed an amendment to the EAP with myTomorrows, pursuant to which myTomorrows
will be our exclusive service provider for special access activities in Canada for the supply of Ampligen for the treatment of ME/CFS.
In
December 2020, we entered into a signed Letter of Agreement with myTomorrows for the delivery of Ampligen for the treatment of up to
16 pancreatic cancer patients. In November 2021, we entered into a signed Letter of Agreement with myTomorrows for the delivery of Ampligen
for the treatment of up to an additional 5 pancreatic cancer patients. In March 2022, we entered into a signed Letter of Agreement with
myTomorrows for the delivery of Ampligen for the treatment of up to an additional 10 pancreatic cancer patients. In November 2022, we
entered into a signed Letter of Agreement with myTomorrows for the delivery of Ampligen for the treatment of up to an additional 10 pancreatic
cancer patients.
401(k)
Plan
We
have a defined contribution plan, entitled the AIM ImmunoTech Employees 401(k) Plan and Trust Agreement (the “401(k) Plan”).
Our 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)
per annum. Participants’ contributions to the 401(k) Plan may be matched by us at a rate determined annually by the Board of Directors.
Each
participant immediately vests in his or her deferred salary contributions as well as the Company’s safe harbor contributions. A
6% safe harbor matching contribution by us was reinstated effective January 1, 2021; however, was discontinued effective June 1, 2025.
For the six months ending June 30, 2025 we made approximately $57,000 in contributions, and for the year ending December 31, 2024 approximately
$167,000 in contributions were made.
New
Accounting Pronouncements
See
“ Note 11: Recent Accounting Pronouncements”.
Critical
Accounting Policies and Estimates
There
have been no material changes in our critical accounting policies and estimates from those disclosed in Part II; Item 7: “Management’s
Discussion and Analysis of Financial Condition and Results of Operations; Critical Accounting Policies” contained in our Annual
Report on Form 10-K for the year ended December 31, 2024.
37
RESULTS
OF OPERATIONS
Three
months ended June 30, 2025 versus three months ended June 30, 2024
Net
Loss
Our
net loss was approximately $2,794,000 and $1,836,000 for the three months ended June 30, 2025, and 2024, respectively, representing a
increase in loss of approximately $958,000 or 52%. This increase in loss was primarily due to the following:
● a
decrease in interest and other income of $2,570,000; and
● an
increase in research and development expenses of $29,000; and
● a
decrease in revenue of $25,000; offset by
● a
decrease in general and administrative expenses of $1,104,000; and
● a
decrease in warrant valuation loss of $458,000; and
● a
decrease in loss on investments of $76,000; and
● a
decrease in interest expense of $30,000
Net
loss per share was $(3.68) and $(3.00) for the three months ended June 30, 2025, and 2024, respectively. The weighted average number
of shares of our common stock outstanding as of June 30, 2025, was 759,289 as compared to 528,374 as of June 30, 2024.
Revenues
Revenues
from our Ampligen® Cost Recovery Program were $25,000 and $50,000 for the three months ended June 30, 2025, and 2024, respectively,
representing a decrease of $25,000 which is primarily related to the fluctuation of patient participation.
For
the three months ended June 30, 2025 and 2024, we had no Alferon N Injection® Finished Good product to commercially sell and all
revenue was generated from the EAP and our FDA approved open-label treatment protocol, (“AMP 511”), that allows patient access
to Ampligen® for treatment in an open-label safety study.
Loss
on Investments, net
The
loss on investments for the three months ended June 30, 2025, and 2024 was approximately ($9,000) and ($85,000), respectively, reflecting
a decrease in the loss on investments of approximately $76,000. The decrease in loss was due to the change in the fair value of equity
investments.
Production
Costs
Production
costs were approximately $10,000 and $8,000, respectively, for the three months ended June 30, 2025, and 2024, representing an increase
of $2,000 in production costs in the current period.
Research
and Development Costs
Overall
Research and Development (“R&D”) costs for the three months ended June 30, 2025, were approximately $1,174,000, as compared
to $1,145,000 for the same period a year ago, reflecting an increase of approximately $29,000. The primary reason for the increase in
R&D costs was an increase in patent and trademark expense of $274,000, and an increase in consulting expenses of $87,000, offset
by a decrease in salaries of $238,000, and outside contractors of $74,000.
General
and Administrative Expenses
General
and Administrative (“G&A”) expenses for the three months ended June 30, 2025, and 2024, were approximately $1,487,000
and $2,591,000, respectively, reflecting a decrease of approximately $1,104,000. The decrease in G&A expenses during the current
period was due primarily to a decrease in professional fees of $599,000, a decrease in salaries of $238,000, a decrease in fees paid
to investment bankers of $234,000, a decrease in stock compensation of $80,000, a decrease in office supplies and expenses of $24,000,
a decrease in travel expenses of $21,000, and a decrease in taxes and licenses of $17,000. offset by an increase in stock market fees
of $105,000.
38
Interest
Expenses
Interest
expenses for the three months ended June 30, 2025 and 2024 were approximately $149,000 and $179,000, respectively, reflecting a decrease
of approximately $30,000. The increase in interest expense in the current period was due to the interest expense incurred related to
the Note Purchase Agreement entered into on February 16, 2024 with Streeterville.
Six
Months ended June 30, 2025 versus Six Months ended June 30, 2024
Net
Loss
Our
net loss was approximately $6,499,000 and $7,653,000 for the six months ended June 30, 2025, and 2024, respectively, representing a decrease
in loss of approximately $1,154,000 or 15%. This decrease in loss was primarily due to the following:
● a
decrease in general and administrative expenses of $2,374,000; and
● a
decrease in research and development expenses of $842,000; and
● a
decrease in warrant valuation loss of $458,000; and
● a
decrease in losses on investments of $195,000; offset by
● a
decrease in interest and other income of $2,640,000; and
● a
decrease in revenues of $49,000
Net
loss per share was $ (8.88) and $(15.00) for the six months ended June 30, 2025, and 2024, respectively. The weighted average number
of shares of our common stock outstanding as of June 30, 2025, was 731,650 as compared to 511,619 as of June 30, 2024.
Revenues
Revenues
from our Ampligen® Cost Recovery Program were $41,000 and $90,000 for the six months ended June 30, 2025, and 2024, respectively,
representing a decrease of $49,000 which is primarily related to the fluctuation of patient participation.
For
the six months ended June 30, 2025 and 2024, we had no Alferon N Injection® Finished Good product to commercially sell and all revenue
was generated from the EAP and our FDA approved open-label treatment protocol, (“AMP 511”), that allows patient access to
Ampligen® for treatment in an open-label safety study.
Gain
(loss) on Investments, net
Gain
(loss) on investments for the six months ended June 30, 2025, and 2024 was approximately $18,000 and $(177,000), respectively, reflecting
an increase in the gain on investments of approximately $195,000. The increase in gain was due to the change in the fair value of equity
investments.
Production
Costs
Production
costs were approximately $20,000 and $16,000, respectively, for the six months ended June 30, 2025, and 2024, representing an increase
of $4,000 in production costs in the current period.
Research
and Development Costs
Overall
Research and Development (“R&D”) costs for the six months ended June 30, 2025, were approximately $2,254,000, as compared
to $3,096,000 for the same period a year ago, reflecting a decrease of approximately $842,000. The primary reason for the decrease in
R&D costs was a decrease in clinical expenses of $626,000, a decrease in salaries of $426,000, a decrease in outside contractors
of $276,000, a decrease in office supplies and expenses of $39,000, a decrease in Ampligen manufacturing of $34,000, and a decrease in
consulting expenses of $30,000, offset by an increase in patent and trademark expenses of $605,000, and an increase in rent expense of
$35,000.
General
and Administrative Expenses
General
and Administrative (“G&A”) expenses for the six months ended June 30, 2025, and 2024, were approximately $4,032,000 and
$6,406,000, respectively, reflecting a decrease of approximately $2,374,000. The decrease in G&A expenses for the six months ended
June 30, 2025 was due primarily to a decrease in professional fees of approximately $1,708,000, a decrease in salaries of $377,000, a
decrease in fees paid to investment bankers of $364,000, and a decrease in stock compensation expenses of $160,000, offset by an increase
in stock market expenses of $189,000, and an increase in public relations expenses of $81,000.
39
Interest
Expenses
Interest
expenses for the six months ended June 30, 2025 was approximately $273,000 and $251,000 for the six months ended June 30, 2024. The increase
in interest expense for the six months ended June 30, 2025 was due to the interest expense incurred related to the Note Purchase Agreement
entered into on February 16, 2024 with Streeterville.
Liquidity
and Capital Resources
Cash
used in operating activities for the six months ended June 30, 2025, was approximately $3,892,000 compared to approximately $7,823,000
for the same period in 2024, a decrease of $3,931,000. The primary reasons for this decrease in cash used in operations in 2025 was a
decreased in net loss of $1,154,000, an increase in other assets of $1,127,000, an increase in accounts payable of $1,902,000, an increase
in accrued expenses of $1,154,000, offset by a decrease in funds receivable from New Jersey net operating loss of $1,181,000.
Cash
provided by investing activities for the six months ended June 30, 2025 was approximately $1,652,000 compared to cash used of approximately
$668,000 for the same period in 2024, an increase of $984,000. The primary reason for the change during the current period is the increase
in sale and purchase of marketable investments of $921,000.
Cash
provided by financing activities for the six months ended June 30, 2025, was approximately $1,015,000 compared to approximately $5,270,000
for the same period in 2024, representing a decrease of $4,255,000. The primary reason for this decrease was the decrease of net proceeds
of $2,117,000 from the notes payable, and a decrease of proceeds from issuance of warrants of $2,047,000 net of issuance cost, offset
by a decrease of $91,000 in the sale of shares in the current period.
Our
principal source of liquidity is our cash and cash equivalents, marketable securities, and proceeds from financing activities to provide
the necessary funding to meet our obligations as they become due. As of June 30, 2025, we had approximately $835,000 in cash, cash equivalents
and marketable investments, inclusive of approximately $359,000 in marketable investments, representing a decrease of approximately $3,142,000
from December 31, 2024.
In
addition, we have incurred losses from operations as of June 30, 2025, and have a working capital deficit. These conditions raise substantial
doubt regarding our ability to continue as a going concern for a period of at least one year from the date of the issuance of these consolidated
financial statements. See Note 1 to our Unaudited Condensed Consolidated Financial Statements.
The
accompanying unaudited consolidated financial statements have been prepared assuming that we will continue as a going concern. On June
30, 2025, our current liabilities exceeded our current assets by $9,368,000 which raised doubt about our ability to continue as a going
concern. Additionally, at June 30, 2025, our stockholders’ equity was below the minimum requirements for continued listing on the
NYSE American. See “Potential Delisting from the NYSE American” below.
Our
principal source of liquidity is our cash and cash equivalents, marketable securities, and proceeds from financing activities to provide
the necessary funding to meet our obligations as they become due. We have suffered losses from operations and net cash used on operating
activities for the year ended December 31, 2024 and for the period ended June 30, 2025, and have a working capital deficit as of December
31, 2024 and as of June 30, 2025. Additionally, our stockholders’ equity was below the minimum requirements for continued listing
on the New York Stock Exchange American (“NYSE American”). These conditions raise substantial doubt regarding our ability
to continue as a going concern for a period of at least one year from the date of issuance of these unaudited condensed consolidated
financial statements. Management evaluated the conditions, and the significance of these conditions related to our ability to meet our
obligations. If we are unable to implement sufficient mitigation efforts, we may need to limit our business activities or be unable to
continue as a going concern, which would have a material adverse effect on our results of operations and financial condition.
On
September 6, 2024, an amendment to an agreement dated April 7, 2022, was executed by us and Amarex clarifying and changing the nature
of the remaining execution fee of $725,437. The amendment allowed that the remainder would not be exclusive to the agreement dated on
April 7, 2022, that the nature of the payment changed from an execution fee to a fully refundable deposit, and that it could be applied
to any invoice upon mutual agreement of the parties, removed the threshold contingencies, and if such invoices were not sufficient to
exhaust the balance, that the refund would be refunded in cash. Due to the changes brought about by the amendment, the nature of the
payment changed to deposit status. At June 30, 2025, we had an outstanding deposit of $265,000 which may be used to offset future clinical
research expenditures. This deposit is listed as a non-current asset on the balance sheet but could provide working capital if the timing
of expenditures are realized within the next 12 months.
40
On
April 4, 2025, trading of the Company’s common stock was suspended by NYSE American. Leading up to this event, the Company and
Streeterville (the “Lender”) were in regular communication, and both parties acknowledged the possibility of such an occurrence.
On May 13, 2025, the Lender and the Borrower entered into a Forbearance Agreement pursuant to which, for a 1% fee and expenses, the Lender
released the Borrower and its affiliates from all defaults under the Agreements through the date of the Forbearance Agreement and confirmed
that, as a result, no Default Interest is due, with no effect on liquidity. The outstanding balance of the Note, following the application
for the Forbearance Fee, is $2,484,000.
As
a research and development company, we are conducting research necessary to bring our product, Ampligen, to market. As such, we primarily
rely on financing activities to provide the necessary funding to meet our obligations as they become due. AIM has a long and demonstrated
history of success in these efforts, however, there is no assurance that we will be successful in attaining the necessary funding in
the future.
Potential
Delisting from the NYSE American .
On
December 11, 2024, we received an official notice of noncompliance with the NYSE American’s continued listing requirements. This
includes the need for us to have stockholders’ equity of $6.0 million or more, given we have had 5 years of operating losses. As
required, we submitted a plan (the “Plan”) to the NYSE American illustrating our plan to regain compliance by June 11, 2026.
The Plan includes a number of capital formation initiatives. The NYSE American accepted our Plan on February 26, 2025. However, if we
are not able to regain compliance by June 11, 2026, our common stock may be suspended and subject to delisting from the NYSE American.
As of June 30, 2025, our stockholders’ deficit was ($6.5) million. We must increase our stockholders’ equity to be at least
$6 million to regain compliance with this rule. If we are unable to raise sufficient capital as set forth in the Plan or by other means,
we may be unable to regain compliance with the NYSE American’s listing standards and our securities could be subject to delisting.
In the event that the price of our common stock drops to $0.10 per share, our common stock will automatically be suspended and subject
to delisting from the NYSE American. The price of our common stock dropped below $0.10 and on April 4, 2025, and we received a delisting
letter from the NYSE American and trading in our common stock on the NYSE American was suspended. We sought a review of the delisting
and were granted a hearing to be held on June 5, 2025. Since the suspension our common stock trades on the Pink Open Market under the
symbol “AIMI”.
On
April 30, 2025, we held a special meeting of stockholders to approve a series of alternate amendments to our Certificate of Incorporation
to effect, at the option of our Board of Directors, a reverse stock split of our outstanding common stock at a ratio in the range of
up to 1-for-100, with such ratio to be determined by our Board of Directors in its sole discretion. At that meeting, stockholders approved
the measure.
In
June 2025, the Company effected a 100-to-1 reverse stock split of the outstanding shares, in order to become compliant with the NYSE
regulations. This did not affect the number of authorized shares. On June 11, 2025, we were notified by the NYSE American that we had
regained compliance with Section 1003(f)(v) of the NYSE American Company Guide (low selling price) and that trading on our Common Stock
was reinstated on the NYSE American on June 17, 2025 under the ticker symbol “AIM”.
We
are committed to a focused business plan oriented toward finding senior co-development partners with the capital and expertise needed
to commercialize the many potential therapeutic aspects of our experimental drugs and our FDA approved drug Alferon N Injection.
The
development of our products requires the commitment of substantial resources to conduct the time-consuming research, preclinical development,
and clinical trials that are necessary to bring pharmaceutical products to market. We believe, based on our current financial condition,
that we do not have adequate funds to meet our anticipated operational cash needs and fund current clinical trials. At present we do
not generate any material revenues from operations, and we do not anticipate doing so in the near future. We will need to obtain additional
funding in the future to continue operations and for new studies and/or if current studies do not yield positive results, require unanticipated
changes and/or additional studies.
If
we are unable to commercialize and sell Ampligen and/or recommence material sales of Alferon N Injection, our operations, financial position
and liquidity may be adversely impacted, and additional financing may be required. There can be no assurances that, if needed, we will
be able to raise adequate funds or enter into licensing, partnering or other arrangements to advance our business goals. We may seek
to access the public equity market whenever conditions are favorable, even if we do not have an immediate need for additional capital
at that time. We are unable to estimate the amount, timing or nature of future sales of outstanding common stock or instruments convertible
into or exercisable for our common stock. Any additional funding may result in significant dilution and could involve the issuance of
securities with rights, which are senior to those of existing stockholders.
Subsequent
to June 30, 2025, we closed a financing pursuant to a Registration Statement on Form S-1 (SEC File No. 333-284443) on July 30, 2025
in which we raised $8,000,000 in gross proceeds.
41
Possible
Sources of Funding .
Universal
Shelf Registration Statement and At-The-Market Offering with Maxim
We
filed a Universal Shelf Registration Statement on Form S-3 (the “Registration Statement”) with the SEC in April 2025 registering
the offering, issuance and sale by us of up to $100,000,000 of our common stock, preferred stock, purchase contracts, warrants, subscriptions
rights, depositary shares, debt securities and/or units. This Registration Statement has not been declared effective yet.
We
have entered into an Equity Distribution Agreement (the “Sales Agreement”) with Maxim Group LLC (“Maxim”), dated
April 1, 2025, pursuant to which we may issue and sell up to an aggregate of $3,000,000 of shares of our common stock under the Registration
Statement from time to time through Maxim acting as agent, subject to certain limitations, as set forth therein and below. Upon delivery
of a placement notice and subject to the terms and conditions of the Sales Agreement, Maxim may sell shares of our common stock by any
method permitted by law deemed to be an “at-the-market” equity offering as defined in Rule 415 promulgated under the Securities
Act, including sales made directly on or through the NYSE American, the existing trading market for our common stock, sales made to or
through a market maker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time of
sale or at prices related to such prevailing market prices, and/or any other method permitted by law, including in privately negotiated
transactions.
Under
the terms of the Sales Agreement, in no event will we issue or sell such number or dollar amount of shares of common stock that would
(i) exceed the number or dollar amount of shares of common stock registered and available on the Registration Statement, (ii) exceed
the number of authorized but unissued shares of common stock, (iii) exceed the number or dollar amount of shares of common stock permitted
to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable), or (iv) exceed the number or dollar amount of
common stock for which the Company will file a prospectus to the Registration Statement.
Each
time we wish to issue and sell common stock under the Sales Agreement, we will notify Maxim of the number of shares to be issued, the
dates on which such sales are anticipated to be made, any minimum price below which sales may not be made and other sales parameters
as we deem appropriate. Once we have so instructed Maxim, unless Maxim declines to accept the terms of the notice, Maxim has agreed to
use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such shares up to the amount specified
on such terms. The obligations of Maxim under the Sales Agreement to sell our common stock are subject to a number of conditions that
we must satisfy.
We
will pay Maxim in cash, upon each sale of our common stock pursuant to the Sales Agreement, a commission in an amount equal to 3.0% of
the aggregate gross proceeds from each sale of our common stock. Because there is no minimum offering amount required as a condition
to this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time.
We have agreed, under certain circumstances, to reimburse a portion of Maxim’ s expenses, including legal fees, in connection with
the establishment of this offering up to a maximum of $50,000, and $5,000 on a quarterly basis thereafter. We estimate that the total
expenses for the offering, excluding compensation and expense reimbursement payable to Maxim under the terms of the Equity Distribution
Agreement, will be approximately $54,000.
Settlement
for sales of common stock will occur on the business day following the date or the standard settlement period at the date on which any
sales are made, or on some other date that is agreed upon by us and Maxim in connection with a particular transaction, in return for
payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement. Sales
of our common stock as contemplated in the prospectus that will be filed to cover the offering will be settled through the facilities
of The Depository Trust Company or by such other means as we and Maxim may agree upon.
Maxim
will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices and applicable
state and federal laws, rules and regulations and the rules of the NYSE American. In connection with the sale of the common stock on
our behalf, Maxim will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of
Maxim will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to Maxim
against certain civil liabilities, including liabilities under the Securities Act.
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The
offering of our common stock pursuant to the Sales Agreement will terminate upon the earliest of (i) the issuance and sale of all shares
of our common stock subject to the Sales Agreement, or (ii) 24 months from the execution of the Sales Agreement or (iii) the termination
of the Sales Agreement as permitted therein.
Maxim
and its affiliates may in the future provide various investment banking, commercial banking and other financial services for us and our
affiliates, for which services they may in the future receive customary fees. To the extent required by Regulation M, Maxim will not
engage in any market making activities involving our common stock while the offering is ongoing under pursuant to the prospectus to be
filed covering the offering.
The
shares under the sales agreement will only be offered after a prospectus related to such offering is filed with the SEC. If and when
the shares are offered, they will be offered pursuant to a shelf registration statement on Form S-3 (File No. 333-286319), which was
declared effective on July 3, 2025.
Atlas
Equity Line of Credit (Equity Purchase Agreement)
On
March 28, 2024, we entered into a purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the
“Registration Rights Agreement”) with Atlas Sciences, LLC, a Utah limited liability company (“Atlas”), pursuant
to which Atlas has committed to purchase up to $15 million of our common stock.
Under
the terms and subject to the conditions of the Purchase Agreement, we have the right, but not the obligation, to sell to Atlas, and Atlas
is obligated to purchase up to $15 million of our common stock (the “Commitment Amount”). Such sales by us, if any, will
be subject to certain limitations, and may occur from time to time, at our sole discretion, over the 24-month period commencing on the
date that a registration statement covering the resale of shares that have been and may be issued under the Purchase Agreement. We agreed
to file the registration statement with the SEC pursuant to the Registration Rights Agreement. Sales cannot commence until the registration
statement is declared effective by the SEC and a final prospectus in connection therewith is filed and the other conditions set forth
in the Purchase Agreement are satisfied. The registration statement was declared effective on May 1, 2024 and the final prospectus was
filed.
Atlas
has no right to require us to sell any shares to Atlas, but Atlas is obligated to make purchases as we direct, subject to certain conditions.
There are no upper limits on the price per share that Atlas must pay for shares of common stock. Actual sales of shares to Atlas will
depend on a variety of factors to be determined by us from time to time, including, among others, market conditions, the trading price
of the common stock and determinations by us as to the appropriate sources of funding for us and our operations.
The
net proceeds under the Purchase Agreement will depend on the frequency and prices at which we sell shares to Atlas. We expect that any
proceeds received by us will be used for working capital and general corporate purposes.
We
cannot sell shares below the Minimum Price (as defined by the NYSE American) under the Purchase Agreement that would represent, in the
aggregate, more than 19.99% of the outstanding shares on the date that the Purchase Agreement was executed. Before we could do that,
we would need to obtain stockholder approval.
We
have agreed with Atlas that we will not enter into any “variable rate” transactions with any third party for a period defined
in the Purchase Agreement. Atlas has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling
or hedging of our shares.
As
consideration for Atlas’s irrevocable commitment to purchase shares upon the terms of and subject to satisfaction of the conditions
set forth in the Purchase Agreement, upon execution of the Purchase Agreement, we agreed to pay Atlas an initial commitment fee in shares
equal to 1.0% of the Commitment Amount. The initial commitment fee was paid upon execution of the Purchase Agreement through the issuance
of 3,386 shares of common stock.
The
Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions and indemnification
obligations of the parties. We have the right to terminate the Purchase Agreement at any time, at no cost or penalty.
During
any period where bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for
relief under any bankruptcy law or any law for the relief of debtors shall be instituted or anticipated by or against us or any of our
subsidiaries, and in the case of such a proceeding being involuntary or commenced against us, which is not dismissed within 60 days,
we may not initiate any purchase of shares by Atlas.
The
representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific
dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting
parties. The foregoing descriptions of the Agreements are qualified in their entirety by reference to the full text of these Agreements
which were filed as exhibits 10.104 and 10.105 to our 2024 Annual Report on Form 10-K.
As
of December 31, 2024, a total of 7,596 shares have been issued pursuant to the purchase agreement for a total of approximately $128,000
after clearing costs. As of June 30, 2025, a total of 30,829 shares have been issued pursuant to the purchase agreement for a total of
approximately $398,000 after clearing costs. There were no shares issued subsequent to June 30, 2025.
43
Securities
Purchase Agreement
On
May 31, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) to complete an offering
(the “Transactions”) with a single accredited investor (the “Purchaser”), pursuant to which, on June 3, 2024,
the Company issued to the Purchaser, (i) in a registered direct offering, 56,410 shares of the Company’s common stock (the “Shares”),
par value $0.001 per share (“common stock”) and (ii) in a concurrent private placement, the Company issued to the Purchaser
Class A common warrants to purchase an aggregate of up to 56,410 shares of its common stock (the “A Warrants”) at an exercise
price of $36.30 per share and Class B common warrants to purchase an aggregate of up to 56,410 shares of its common stock (the “B
“Warrants” and, along with the A Warrants, the “Common Warrants”) at an exercise price of $36.30 per share. The
A Warrants and B Warrants are not exercisable for six months after the issuance date and expire, respectively, 24 months and five years
and six months after the issuance date. The Common Warrants and the shares of common stock issuable upon the exercise of such warrants
are offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities
Act and Rule 506(b) promulgated thereunder.
The
Shares were offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-262280), which was declared effective
on February 4, 2022 (as amended from time to time, the “Registration Statement”).
Pursuant
to the terms of the Purchase Agreement, subject to certain exceptions, the Company could not issue any equity securities for 60 days
following the issuance date, provided that the Company was able to utilize its at-the-market offering program with the Placement Agent
after 30 days. Additionally, the Company cannot enter into a variable rate transaction (other than the ATM program with the Placement
Agent) for 120 days after the issuance date. In addition, the Company’s executive officers and each of the Company’s directors
have entered into lock-up agreements with the Company pursuant to which each of them has agreed not to, for a period of 90 days from
the closing of the Transactions, offer, sell, transfer or otherwise dispose of the Company’s securities, subject to certain exceptions.
The
exercise price of the Common Warrants, and the number of Common Warrant Shares, are subject to adjustment in the event of any stock dividend
or split, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Common Warrants. If a Fundamental
Transaction (as defined in the Common Warrants) occurs, then the successor entity will succeed to, and be substituted for the Company,
and may exercise every right and power that the Company may exercise and will assume all of its obligations under the Common Warrants
with the same effect as if such successor entity had been named in the warrant itself. Common Warrant Holders will have additional rights
defined in the Common Warrants. The Common Warrants are exercisable on a “cashless” basis only if there is not a current
registration statement permitting public resale. In this regard, the Company filed a registration statement to register the resale of
the Common Warrant Shares providing for the resale of the Shares issued and issuable upon exercise of the Common Warrants. That registration
statement was declared effective by the SEC on July 11, 2024. The Company has agreed to use commercially reasonable efforts to cause
such registration statement to keep such registration statement effective at all times until no Purchaser owns any Warrants or Warrant
Shares issuable upon exercise thereof.
Maxim
Group LLC acted as the placement agent (the “Placement Agent”) on a “commercially reasonable best efforts” basis,
in connection with the Transactions pursuant to the Placement Agency Agreement, dated May 31, 2024 (the “Placement Agency Agreement”),
by and between the Company and the Placement Agent. Pursuant to the Placement Agency Agreement, the Placement Agent was paid a cash fee
of 8% of the aggregate gross proceeds paid to the Company for the securities sold in the Transactions and reimbursement of certain out-of-pocket
expenses.
The
Company evaluated the Common Warrants under the guidance of ASC 480 – Distinguishing Liabilities from Equity and determined
that they were in scope under the guidance as freestanding financial instruments but did not meet the criteria for liability
classification and are classified as equity within the consolidated financial statements. Proceeds allocated to such warrants
totaled approximately $2.5 million. For the three months ended June 30, 2025, no Common Warrants were exercised, and all remain
outstanding on June 30, 2025 related to this agreement.
On
September 30, 2024, the Company entered into a Purchase Agreement with the Selling Stockholder as Purchaser, pursuant to which we issued
to the Selling Stockholder, (i) in a registered direct offering, 46,530 shares of our common stock (“Shares”) and (ii) in
the concurrent Private Placement, Class C and Class D Warrants, each to purchase an aggregate of up to 46,530 Shares (the “Common
Warrant Shares”) each with an exercise price of $28.00. The Class C and Class D Warrants together, hereinafter the “Common
Warrants”. The purchase price for Shares in the registered direct offering was $28.00 per Share.
44
The
Company received aggregate gross proceeds from the Transactions of approximately $1.26 million, before deducting fees to the Placement
Agent and other estimated offering expenses payable by us. The Shares were offered by the Company pursuant to a shelf registration statement
on Form S-3 (File No. 333-262280), which was declared effective on February 4, 2022. The Common Warrants and the Common Warrant Shares
issued in the Private Placement were not registered under the Securities Act. Rather the Common Warrants and the Common Warrant Shares
were issued pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated
thereunder. The Class C Warrants and the Class D Warrants are not exercisable until December 3, 2024, and will expire, respectively,
24 months and five years and six months after that date.
ITEM
3: Quantitative and Qualitative Disclosures About Market Risk
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required
under this item.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.