What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-27 compared with 2025-03-27 · 314 added, 127 removed, 119 unchanged (79% of the section changed)

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decrease in net loss of approximately $3,362,000 or 19% when compared to the same period in 2024.

This decrease in net loss for the

year ended December 31, 2024, was primarily due to the following:

This decrease in net loss for the year

ended December 31, 2025, was primarily due to the following:

decrease in general and administrative expenses of $6,014,000;

decrease in research and development expenses of $2,273,000;

increase in interest/other income of $4,123,000;

decrease in production costs of $11,000;

decrease in gain from sale of income tax operating losses of $3,271,000;

increase on loss from investments of $293,000;

increase on gain from investments of $110,000;

increase in the change in fair value of warrants of $186,000;

decrease in loss from sale of income tax operating losses of $1,604,000.

improvements were offset by:

recognized from warrant issuance of $3,977,000;

decrease in interest/other income of $2,009,000;

increase in issuance costs of $433,000;

increase in interest expense of $227,000;

increase in warrant valuation of $458,000;

decrease on the gain from sale of fixed assets of $18,000;

increase in production costs of $97,000;

decrease in revenue of $82,000.

loss per share was $ (8.62) and $ (30.92) for the years ended December 31, 2025, and 2024, respectively.

The weighted average number of

shares of our common stock outstanding as of December 31, 2024, was 56,016,870 as compared to 48,585,404 as of December 31, 2023.

The weighted average number

of shares of our common stock outstanding as of December 31, 2025, was 1,618,617 as compared to 560,169 as of December 31, 2024.

from our Ampligen® Cost Recovery Program were $88,000 and $170,000 for the years ended December 31, 2025, and 2024, representing

a decrease of $82,000 which is primarily related to the fluctuation of patient participation.

the years ended December 31, 2024 and 2023, 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.

the years ended December 31,2024 and 2023, production costs were approximately $31,000 and $42,000, respectively, reflecting a decrease

Interest and other income

Interest and other income was

$3,183,000 and $5,192,000 for the years ended December 31, 2025, and 2024, respectively.

Other income for the year ended December

31, 2025, was primarily attributable to an agreement reached with a vendor surrounding disputed legal fees.

The agreement related to a

liability classified as accounts payable of $4,916,000 and stipulated that $3,041,000 of previously billed fees would be forgiven in exchange

for payments totaling $1,875,000.

The forgiven fees were classified as other income in 2025.

Primary components of other income

for the year ended December 31, 2024, included D&O insurance proceeds of $4,250,000 and a vendor credit of $657,000.

the above-mentioned items are considered recurring.

the years ended December 31,2025 and 2024, production costs were approximately $128,000 and $31,000, respectively, reflecting an increase

of $97,000 in the current period.

This reduction was primarily due to production costs incurred for of the manufacturing of Ampligen

in the last quarter of 2023, which did not recur in 2024.

This increase was primarily due to the increase in production costs incurred for the manufacturing

and Development Costs

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This reduction was primarily driven by a $1,290,000

decrease in company sponsored clinical trial expenses and a $1,622,000 reduction in outside consultant costs.

decrease in company sponsored clinical trial expenses, a $1,920,000 reduction in salaries and consultant fees, a $163,000 decrease in

rent and office expenses, and $18,000 net in other cost reductions.

This is offset by an increase in patent and trademark expenses of

$1,053,000 together with a $65,000 increase in IT expenses.

and Administrative Expenses

For the years ended December 31, 2024 and 2023, general and administrative

(“G&A”) expenses were approximately $13,714,000 and $21,137,000, respectively, reflecting a decrease of approximately

This reduction was primarily driven by a $7,211,000 decrease in legal, financial and consulting fees, which were higher in

the prior year due to expenses incurred in response to stockholder nomination litigation issues in 2023.

the years ended December 31, 2025, and 2024, general and administrative (“G&A”) expenses were approximately

$7,700,000 and $13,714,000, respectively, reflecting a decrease of approximately $6,014,000.

This reduction was primarily driven by

a $4,384,000 decrease in legal, financial and consulting fees, which were higher in the prior year due to expenses incurred in

response to stockholder nomination litigation issues.

Also contributing to, the reduction was a decrease of $544,000 in stock comp

expenses, a decrease of $469,000 of investment banker fees, a $448,000 decrease in salaries, a $236,000 decrease in public relation

expenses, a $195,000 decrease in director fees, a $37,000 decrease in insurance expenses, a $27,000 decrease in office supplies and

expenses, and an $18,000 decrease in travel expenses, which is offset by an increase in rent expense of $46,000, taxes and license

fees of $160,000, an increase in SEC filing fees of $115,000, and $23,000 of increases in other expenses.

(loss) on Investments

the years ended December 31, 2025, and 2024, gain (loss) on investments was approximately 17,000 and ($93,000), respectively, reflecting

an increase in investment losses of approximately $293,000.

This loss was primarily driven by changes in the fair value of equity investments.

an increase in investment gain of approximately $110,000.

This gain was primarily driven by changes in the fair value of equity investments.

July 30, 2025, we announced the closing of a public offering of an aggregate of 2,000,000 shares of our common stock (or pre-funded warrants

in lieu thereof), Class E warrants to purchase up to 2,000,000 shares of common stock, and Class F warrants to purchase up to 2,000,000

shares of common stock, at a combined public offering price of $4.00 per share (or $3.999 per pre-funded warrant) and accompanying warrants.

The warrants were issued with an exercise price of $4.00 per share and were exercisable immediately upon issuance.

The Class E warrants will

expire on the fifth anniversary of the original issuance date, and the Class F warrants will expire on the eighteen-month anniversary

of the original issuance date.

Gross proceeds, before deducting placement agent fees and offering expenses, were approximately $8,000,000.

Maxim Group LLC acted as sole placement agent in connection with this offering.

on a review of the Class E and F warrants, it was determined that the warrants met the liability criteria described in Accounting Standards

Codification 480.

Accordingly, as the warrants might require us to issue additional stock under certain circumstances, a loss was recognized

and the resulting computed value was classified as a liability on our balance sheet at December 31, 2025.

(loss) from sale of income tax operating losses

2024, we recognized a ($1,604,000) impact related to the sale of our net operating losses (NOLs) under the New Jersey Technology Business

Tax Certificate Transfer Program, compared to a $1,667,000 benefit in 2023.

This decline was primarily due to our company reaching the

program’s lifetime cap of $20,000,000 in cumulative NOL sales.

the prior year, we recognized a ($1,604,000) impact related to the sale of our net operating losses (NOLs) under the New Jersey Technology

Business Tax Certificate Transfer Program.

This decline was primarily due to our company reaching the program’s lifetime cap of

$20,000,000 in cumulative NOL sales.

Accordingly, as of December 31, 2025, we had no remaining net operating loss carryforwards available

for future sales.

and Capital Resources

used in operating activities for the year ended December 31, 2024, was approximately $14,888,000 compared to approximately $21,267,000

used in operating activities for the year ended December 31, 2025, was approximately $10,957,000 compared with approximately $14,888,000

for the same period in 2024, a decrease of $3,931,000.

Net cash used in operating activities for the year ended December 31, 2025, was

impacted by a net loss of approximately $17,320,000, an improvement from approximately $28,962,000 in 2023.

However, since net loss includes

significant non-cash expenses, actual cash from operations was influenced by several adjustments.

Non-cash adjustments comparing 2024

to 2023 included a decrease of $2,000 in depreciation of property, plant, and equipment, an increase of $10,000 in amortization of patents

and trademarks, an increase of $301,000 in amortization of financial obligations.

Other significant non-cash expenses included $17,000

in non-cash lease expenses and $443,000 in equity-based compensation.

Additionally, we recognized a $293,000 loss on the sale of marketable

securities, a $458,000 loss related to the valuation of warrants, a $34,000 loss from patent abandonments.

Proceeds from the sale of fixed assets were $0 in 2024, compared to $18,000 in 2023, reflecting a decrease in asset

sales and related cash inflows year-over-year.

These were partially offset

by a $692,000 gain from funds received under the New Jersey NOL program and a $50,000 reduction in prepaid expenses.

Changes in working

capital also impacted operating cash flows, with a $6,126,000 decrease in accounts payable, a $2,378,000 decrease in accrued expenses,

a $1,062,000 increase in other assets, and a $35,000 decrease in lease liabilities.

Collectively, these factors contributed to the overall

cash flow from operating activities during the period.

provided by investing activities was $4,706,000 in 2024, a significant improvement from $(832,000) in 2023, reflecting a $5,538,000 year-over-year

The primary driver of this improvement was $5,623,000 in proceeds from the sale of marketable securities in 2024, compared

to $1,299,000 in 2023.

Additionally, purchases of marketable securities declined to $361,000 in 2024 from $1,593,000 in the prior year,

further contributing to the positive cash flow impact.

The Company continued investing in intellectual property, with $538,000 spent

on patents and trademarks in 2024, compared to $585,000 in 2023.

Capital expenditures included $18,000 in purchases of property, plant,

and equipment (PP&E) in 2024, whereas 2023 included $47,000 in proceeds from the sale of PP&E.

The overall increase in net investing

cash flow was primarily attributable to higher proceeds from marketable securities and lower investment purchases, improving the company’s

liquidity position.

provided by financing activities totaled $6,444,000 in 2024, a significant increase compared to $485,000 in 2023, reflecting a

$5,959,000 year-over-year improvement.

This increase was primarily driven by $892,000 in net proceeds from the sale of stock in

2024, up from $485,000 in 2023.

Additionally, the company secured $2,500,000 in proceeds from the issuance of notes payable,

compared to zero in the prior year.

Another key factor was a $3,303,000 non-cash warrant valuation adjustment in 2024, which had no

comparable entry in 2023.

In 2024, we repaid $251,000 in debt, whereas no debt repayments were made in 2023.

These financing

activities strengthened the company’s liquidity position and provided additional capital to support ongoing operations and

strategic initiatives.

impacted by a net loss of approximately $13,958,000, an improvement from a net loss of approximately $17,320,000 in 2024.

This reduction

was largely driven by a $4,385,000 decrease in legal, financial and consulting fees, which were higher in the prior year due to expenses

incurred in response to stockholder nomination litigation issues.

Non- cash operating activity adjustments were $3,879,000 for the year

ended December 31, 2025, compared with $2,136,000 for the year ended December 31, 2024.

In 2025, $1,138,000 of patents and trademarks

expired or were abandoned compared with $48,000 in the prior year.

Additionally, during the year ended December 31, 2025, the Company

recognized a gain of $3,041,000 from the settlement of disputed legal fees and a loss of $4,411,000 from the issuance of class E

and F warrants.

During the year ended December 31, 2024, significant non-cash operating activity adjustments included $686,000 of equity

based compensation, compared with $60,000 during the year ended December 31, 2025.

in cash flows from operating activities related to changes in assets and liabilities were ($878,000) and $296,000 for the years ended

December 31, 2025, and 2024, respectively.

During the year ended December 31, 2024, the Company received $1,184,000 from the sale of

New Jersey operating losses.

In the prior year, we recognized proceeds from the sale of our net operating losses (NOLs) under the New

Jersey Technology Business Tax Certificate Transfer Program.

In 2024 the Company reached the program’s lifetime cap of $20,000,000

in cumulative NOL sales.

Accordingly, as of December 31, 2025, we had no remaining net operating loss carryforwards available for future

provided by investing activities was $1,853,000 in 2025 and $4,706,000 in 2024, reflecting a $2,853,000 year-over-year decrease.

primary driver of this decrease was $2,322,000 in proceeds from the sale of marketable securities in 2025, compared with $5,623,000 in

provided by financing activities totaled $10,388,000 in 2025, compared with $6,444,000 in 2024, reflecting a $3,944,000 year-over-year

This increase was primarily driven by the proceeds of $7,314,000 from the issuance of warrants compared with $3,303,000 from warrant

transactions during the year ended December 31, 2024.

principal source of liquidity is our cash and cash equivalents, marketable securities, and proceeds from financing activities to provide

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of approximately $930,000 from December 31, 2024.

addition, we have suffered losses from operations as of December 31, 2024, 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.

continued to report losses from operations as of December 31, 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 audited Consolidated Financial Statements.

see “Risk Factors - We have a history of losses, expect to continue to incur losses in the near term and may not achieve or sustain

profitability in the future, and as a result, there is a substantial doubt about our ability to continue as a going concern.”

Please see “Risk Factors - We have a history

of losses, expect to continue to incur losses in the near term and may not achieve or sustain profitability in the future, and as a result,

there is a substantial doubt about our ability to continue as a going concern.”

accompanying audited consolidated financial statements have been prepared assuming that we will continue as a going concern.

December 31, 2024, our current liabilities exceeded our current assets by $5,359,000 which raised doubt about our ability to

continue as a going concern.

Additionally, at December 31, 2024, our stockholders’ equity was below the minimum requirements

for continued listing on the NYSE American.

evaluated the conditions, and their significance of those conditions related to our ability to meet our obligations and determined that

the primary cause of the working capital deficit was related to an accounts payable balance of approximately $6,400,000.

includes approximately $4,900,000 of legal fees related to litigation.

We are currently negotiating with the law firm to reduce prior

These negotiations are ongoing and could, if resolved favorably to us, partially alleviate the working capital deficit.

31, 2025, our current liabilities exceeded our current assets by $2,929,000 which further raises doubt about our ability to continue

as a going concern.

Additionally, at December 31, 2025, our stockholders’ equity was below the minimum requirements for continued

listing on the NYSE American.

However, please see “ Class E and Class F Warrant Reclassification” in Item 1.

Business above.

December 31, 2024, Management evaluated the conditions, and the significance of those conditions related to our ability to meet our obligations

and noted a working capital deficit of $5,359,000.

It was determined that the primary cause of the working capital deficit was related

to an accounts payable balance of approximately $6,400,000.

This balance included approximately $4,900,000 of legal fees related to litigation.

During 2025 we successfully negotiated with the law firm to reduce prior billings.

These negotiations resulted in a favorable outcome

which partially mitigated the working capital deficit in 2025.

March 6, 2026, we completed a rights offering (the “2026 Rights Offering”) to our stockholders and to holders of certain

of our outstanding options and warrants that had the right to participate in the 2026 Rights Offering as of February 10, 2026, the record

In the Rights Offering we issued non-transferable subscription rights to purchase 1,842 Units.

Each Unit consists of one share of Series

G Convertible Preferred Stock (the “G Preferred”) and 2,000 warrants to purchase common stock (the “G Warrants”).

Each share of G Preferred is convertible, at the option of the holder at any time, into a number of shares of our common stock equal

to the quotient of the stated value of the Preferred Stock ($1,000) divided by $1.00, the conversion price.

Each G Warrant is exercisable

for one share of our common stock at an exercise price of $1.00 per share from March 6, 2026, the date of issuance, through its expiration

five years from the date of issuance.

Although the 2026 Rights Offering closed after Fiscal year end December 31, 2025, it raised approximately

$1,800,000 in gross proceeds.

September 6, 2024, an amendment to an agreement dated April 7, 2022, was executed by us and Amarex clarifying and changing the nature

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payment changed to deposit status.

At December 31, 2024, we had an outstanding deposit of $653,000 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.

At December 31, 2025, we had an outstanding deposit of approximately $205,000, 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.

We entered into an amendment to a Promissory Note with our lender on March 10, 2026.

The maturity date for the Note

was extended until June 30, 2026.

Other than the maturity date extension, there were no other changes to the agreement.

a research and development company, we are conducting research necessary to bring our product, Ampligen, to market.

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Delisting from the NYSE American .

closing price of our common stock on the NYSE American on March 24, 2025 was $0.14 per share.

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.

The NYSE American’s review showed that we were not in

compliance with that requirement.

As required, we submitted a plan (the “Plan”) to the NYSE American illustrating how we

can regain compliance by June 11, 2026.

The Plan includes a number of ways to raise capital.

The NYSE American accepted our Plan on

February 26, 2025.

If we are not able to regain compliance by June 11, 2026, our common stock may be delisted from the NYSE

As of December 31, 2024, our stockholders’ deficit was ($1.3) million.

We must increase our

stockholders’ equity to be at least $6 million to regain compliance with this rule.

If we are not able 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 delisted from the NYSE American.

part of the Plan, we will be holding a special meeting of stockholders solely for the purpose of authorizing a reverse split of our outstanding

The proxy statement for that meeting has been filed with the SEC and is available on the SEC’s website.

We believe that

effecting a reverse split will assist us with raising capital we need to continue our business and avoiding an automatic delisting if

the stock price drops to $0.10 per share.

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 $6,000,000 or more.

The NYSE American’s review showed that we were not in compliance with that requirement.

we submitted a plan (the “Plan”) to the NYSE American illustrating how we can regain compliance by June 11, 2026.

includes a number of ways to raise capital.

The NYSE American accepted our Plan on February 26, 2025.

If we are not able to regain compliance

by June 11, 2026, our common stock may be delisted from the NYSE American.

As of December 31, 2025, our stockholders’ deficit was

approximately ($9,783,000).

We must increase our stockholders’ equity to be at least $6,000,000 to regain compliance with this

If we are not able 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 delisted from the NYSE American.

However, please see “ Class

E and Class F Warrant Reclassification” in Item 1.

Business above.

April 30, 2025, the Company held a special meeting of stockholders and authorized the Company’s Board of Directors to effect a

reverse split at its discretion on a basis of up to one for 100 outstanding shares of Common Stock.

On May 29, 2025, the Board authorized

the Reverse Split and on June 10, 2025, the Company filed an amendment to its Articles of Incorporation effecting a reverse split of

its outstanding shares of Common Stock on a one for 100 basis (the “Reverse Split”).

Stockholders were given cash in lieu

of any fractional shares on a post-split basis.

June 11, 2025, the Company was notified by the Exchange that the Company had regained compliance with Section 1003(f)(v) of the Exchange’s

Company Guide (low selling price) and that trading in the Company’s Common Stock was reinstated on the Exchange on June 17, 2025.

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.

development of our products requires the commitment of substantial resources to conduct the time-consuming research, preclinical development,

development of our products requires the commitment of substantial resources to conduct time-consuming research, preclinical development,

and clinical trials that are necessary to bring pharmaceutical products to market.

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changes and/or additional studies.

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

Our quest to prove

the antiviral activities of Ampligen continues.

If Ampligen has the broad-spectrum antiviral properties that we believe that it has,

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

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.

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

Our quest to prove the antiviral

activities of Ampligen continues.

If Ampligen has the broad-spectrum antiviral properties that we believe that it has, it could be a

very valuable tool in treating variants of existing viral diseases, including COVID-19, or novel ones that arise in the future.

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.

present we do not generate any material revenues from operations, and we do not anticipate doing so in the near future.

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We will require additional financing which may not be available ”.

Equity Line of Credit (Equity Purchase Agreement)

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 committed to purchase up to $15,000,000 of our common stock.

As of February 2025, the Purchase Agreement was no longer in effect.

of December 31, 2025, a total of 30,829 shares had been issued pursuant to the purchase agreement for a total of approximately $398,000

after clearing costs.

There were no shares issued subsequent to December 31, 2025.

Purchase Agreement

2024 Securities Purchase Agreement

May 31, 2024, we 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, we issued to the Purchaser, (i)

in a registered direct offering, 56,410 shares of our common stock (the “Shares”), par value $0.001 per share (“common

stock”) and (ii) in a concurrent private placement, we issued to the Purchaser Class A common warrants to purchase an aggregate

of up to 56,410 shares of our 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 our 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, five years and six months and twenty-four months after the issuance

The Common Warrants and the shares of common stock are 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

Shares were offered by us pursuant to a shelf registration statement on Form S-3 (File No.

333-262280), which was declared effective

on February 4, 2022.

to the terms of the Purchase Agreement, subject to certain exceptions, we could not issue any equity securities for 60 days following

the issuance date, provided that we were able to utilize our at-the-market offering program with the Placement Agent after 30 days.

Additionally,

we cannot enter into a variable rate transaction (other than the ATM program with the Placement Agent) for 120 days after the issuance

In addition, our executive officers and each of our directors have entered into lock-up agreements with us 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

our securities, subject to certain exceptions.

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 us, and may

exercise every right and power that we may exercise and will assume all of our 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

The Common Warrants are exercisable on a “cashless” basis only if there is not a current registration statement

permitting public resale.

In this regard, we 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.

We have 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.

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 us 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 us for the securities sold in the Transactions and reimbursement of certain out-of-pocket expenses.

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 $2,500,000.

For the year ended December 31, 2025, no Common Warrants were exercised, and all remain outstanding on December 31, 2025, related to

this agreement.

2024 Securities Purchase Agreement

September 30, 2024, we 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”.

purchase price for Shares in the registered direct offering was $28.00 per Share.

received aggregate gross proceeds from the Transactions of approximately $1,260,000, before deducting fees to the Placement Agent and

other estimated offering expenses payable by us.

The Shares were offered by us pursuant to a shelf registration statement on Form S-3

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, twenty-four

months and five years and six months after that date.

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 $2,500,000.

For the year ended December 31, 2025, no Common Warrants were exercised, and all remain outstanding on December 31, 2025, related to

this agreement.

Offering on a Registration Statement on Form S-1

July 31, 2025, we announced the closing of our public offering of an aggregate of 2,000,000 shares of our common stock (or pre-funded

warrants in lieu thereof), Class E warrants to purchase up to 2,000,000 shares of common stock, and Class F warrants to purchase up to

2,000,000 shares of common stock, at a combined public offering price of $4.00 per share (or $3.999 per pre-funded warrant) and accompanying

The warrants had an exercise price of $4.00 per share and were exercisable immediately upon issuance.

The Class E warrants

will expire on the fifth anniversary of the original issuance date, and the Class F warrants will expire on the eighteen-month anniversary

of the original issuance date.

Gross proceeds, before deducting placement agent fees and offering expenses, were approximately $8,000,000.

Maxim Group LLC acted as sole placement agent in connection with this offering.

of March 25, 2026, the adjusted exercise price of the Class E and Class F warrants

was $1.439 per share, and the adjusted number of outstanding and unexercised Class E and Class F warrants was to purchase 5,078,619 and

4,760,610 shares of common stock, respectively.

on review of the Class E and F Warrants, it was determined that the warrants met the liability criteria as described in Accounting Standards

Codification 480.

As such, a loss was recognized and the resulting computed value was classified as a liability on the Company’s

balance sheet at December 31, 2025 as the warrants might require the Company to issue additional stock under certain circumstances.

the warrants met the technical requirements of the accounting standard, the ultimate redemption of the warrants will not require any

cash expenditure or transfer of assets by the Company.

Any warrant exercises would result in additional cash and equity to the Company

because the Company has a sufficient number of authorized and unissued shares available to satisfy the warrant exercises in shares.

to the year ended December 31, 2025, these warrants will be re-evaluated to determine if they should be reclassified to equity from liability.

Please see “Class E and Class F

Warrant Reclassification in Item 1.

Business above.

As discussed above, on March 6,

2026, we completed a rights offering to our stockholders and to holders of certain of our outstanding options and warrants that had the

right to participate in the rights offering as of February 10, 2026, the record date.

It raised approximately $1,800,000 in gross proceeds.

American Continued Listing Requirements

maintain our listing on the NYSE American (the “Exchange”), among other things, we are required to maintain Stockholders

Equity of $6,000,000 or we may receive a warning or a delisting notice.

the common stock ultimately were to be delisted for any reason, it could negatively impact us by (i) reducing the liquidity and market

price of our common stock;

(ii) reducing the number of investors willing to hold or acquire the common stock, which could negatively

impact our ability to raise equity financing;

(iii) limiting our ability to use a registration statement to offer and sell freely tradable

securities, thereby preventing us from accessing the public capital markets;

and (iv) impairing our ability to provide equity incentives

to our employees.

Sources of Funding

Shelf Registration Statement and At-The-Market Offering with Maxim

April 1, 2025, we entered into a new sales agreement (the “Sales Agreement”) with Maxim Group LLC (“Maxim”) pursuant

to which we may issue and sell up to an aggregate of $3,000,000 shares of our common stock from time to time through Maxim acting as

Under the terms of the Sales Agreement, in no event will we, inter alia, issue or sell through the Sales Agreement such number

or dollar amount of shares of common stock that would 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).

to the Sales Agreement, we will pay Maxim in cash, upon each sale of the 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 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 up

to a maximum of $50,000, and $5,000 on a quarterly basis thereafter.

shares under the sales agreement will only be offered after a prospectus related to such offering is filed with the SEC.

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.

the year ended December 31, 2025, we sold 155,874 shares under the ATM Sales Agreement for total gross proceeds of approximately $225,362,

which includes a 3.0% fee to Maxim of $6,761.

Subsequent to December 31, 2025, the Company has sold 2,025,292 shares under the ATM Sales

Agreement for total gross proceeds of approximately $2,063,396, which includes a 3.0% fee to Maxim of approximately $61,901.

Relationships and Related Transactions

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grant stock options, the valuation of which requires significant judgement.

To estimate their fair value, we use the Black-Scholes model,

To estimate their fair value, we use the Black-Scholes-Merton pricing model,

which involves assumptions about stock volatility, expected option life, and risk-free interest rates.

Changes in estimated volatility

or expected option life could have a material impact stock-based compensation expenses.

or expected option life could have a material impact on stock-based compensation expenses.

and Qualitative Disclosures About Market Risk.

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information specified

under this item.

Statements and Supplementary Data.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis