What changed in this filing

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Item 9A. Controls and Procedures

2026-03-27 compared with 2025-03-27 · 1248 added, 1078 removed, 1671 unchanged (58% of the section changed)

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

This report does not include an attestation report of our independent registered

public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by

our independent registered public accounting firm pursuant to rules of the SEC that permits us to provide only management’s report

in this report.

received no tice from the NYSE American about our potential delisting and we have submitted a Plan that has been accepted by the NYSE

American to regain compliance and fund our continued operations.

Please see Item 7.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations;

Liquidity and Capital Resources;

Potential Delisting from the NYSE American, above.

report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to

rules of the SEC that permits us to provide only management’s report in this report.

Regarding Foreign Jurisdictions that Prevent Inspections.

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- Director Qualifications:

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

Experience – Military, Owner and former President, Managing Director of Equels Law

Firm, Court appointed receiver in numerous industries;

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

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

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

BRYAN, MBA was appointed as a director of the Company in March 2023.

Bryan is an established leader with more than 35 years of

experience in the life sciences industry.

Scientific, Legal or Regulatory Experience - Law degree with over 25 years as a practicing

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

property concepts, and established plan to finance drug development.

BRYAN, MBA was appointed as a Director in March 2023.

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

in the life sciences industry.

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

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

From May 2013 to December 2023, Ms.

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

Prior to joining

BioFlorida, Ms.

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

She then went on to serve in a number of executive leadership positions in specialty pharmaceuticals and smaller, start-up biotech companies,

including Indevus Pharmaceuticals and NPS Pharmaceuticals.

Throughout her career, Bryan helped develop, launch and commercialize many

products including blockbusters (Zantac, Levitra), major biologics (Tysabri) and orphan drugs for rare diseases (Valstar for bladder

From 2013 to 2023, Ms.

Bryan served as President

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

Prior to joining BioFlorida, Ms.

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

She then went on to

serve in a number of executive leadership positions in specialty pharmaceuticals and smaller, start-up biotech companies, including Elan

Pharmaceuticals, Indevus Pharmaceuticals and NPS Pharmaceuticals.

Throughout her career, Ms.

Bryan helped develop launch, and commercialize

many products including blockbusters (Zantac, Levitra), major biologics (Tysabri) and orphan drugs for rare diseases (Valstar for bladder

cancer, Supprelin LA for central precocious puberty), and helped establish franchises in a wide variety of therapeutic areas, including

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

She has established a successful track record introducing strategic and

tactical solutions to develop global markets as well as launch, grow and turn around established and underperforming drugs, resulting

She has established a successful track record with introducing strategic

and tactical solutions to develop global markets as well as launch, grow and turn around established and underperforming drugs, resulting

in greater revenue, market share, profitability and stockholder value.

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Experience – President and CEO of BioFlorida;

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

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

served on executive leadership teams

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

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

● Industry/Commercialization

Experience – Experience in Biopharmaceuticals in commercial positions of increasing responsibility involving primary

care, biologics and specialty markets;

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

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

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

Experience – Experience in Biopharmaceuticals in commercial positions of increasing

responsibility involving primary care, biologics and specialty markets;

throughout her career,

she has developed, launched and commercialized many products, major biologics and orphan

drugs for rare diseases and has established franchises in a wide variety of therapeutic areas

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

MITCHELL, M.D., Ph.D.

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Experience – Professor at Vanderbilt University School of Medicine.

He was an independent member of the Board of Directors for

Chronix Biomedical and was Chairman of its Medical Advisory Board.

Additionally, he has served on multiple governmental review committees

of the National Institutes of Health, Centers for Disease Control and Prevention and for the European Union, including key roles as

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

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

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

He was an independent

member of the Board of Directors for Chronix Biomedical and was Chairman of its Medical Advisory

Additionally, he has served on multiple governmental review committees of the National

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

including key roles as Chairman;

and Industry Experience – Physician scientist with extensive investigative experience

on viral and immunology, and cancer issues relevant to our scientific business along with

being a former independent Director of an entrepreneurial diagnostic company (Chronix Biomedical)

that is involved in next generation DNA sequencing for blood based cancer diagnosis (i.e.-

the liquid biopsy);

● Scientific,

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

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

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

and professor at a top ranked school of medicine,

and inventor of record on numerous U.S.

and international patents who is experienced in regulatory

affairs through filings with the FDA.

KELLNER was elected as a Director of the Company in December 2024.

Kellner is a Chartered Financial Analyst with 50 years

Kellner is a Chartered Financial Analyst with over 50 years

of investment experience and currently manages his personal and family investments after retiring in 2017 from his career as a portfolio

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Experience – Executive and founder of Fiduciary Management, Inc.

and Board of Directors Chairman and founder of Fiduciary Real

Estate Development Inc.

Extensive experience serving as an independent Board Member on three public company Boards, including participation

on Executive, Compensation, Finance, and Investment committees.

Additionally, he has served as a Board Member for several private

company and non-profit organizations;

Experience – Over 50 years of experience with financial analysis both as an executive and investor, executing strategic plans,

overseeing day-to-day financial management, and identifying investment monetization opportunities.

and Board of Directors

Chairman and founder of Fiduciary Real Estate Development Inc.

Extensive experience serving

as an independent Board Member on three public company Boards, including participation on

Executive, Compensation, Finance, and Investment committees.

Additionally, he has served

as a Board Member for several private company and non-profit organizations;

Experience – Over 50 years of experience with financial analysis both as an executive

and investor, executing strategic plans, overseeing day-to-day financial management, and

identifying investment monetization opportunities.

CHEMEROW, MBA was appointed as a Director of the Company in February 2025.

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and operational expertise across multiple companies.

Chemerow earned an AB in mathematics from Dartmouth College in 1973 and an MBA from the Amos Tuck School of Business

Administration at Dartmouth College in 1975.

Chemerow earned an AB in mathematics from Dartmouth College in 1973 and an MBA

from the Amos Tuck School of Business Administration at Dartmouth College in 1975.

CHEMEROW, MBA – Director Qualifications

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Currently serves on the Board of Directors for Dunham’s

Athleisure Corporation and on the Advisory Board of Huntington Outdoor, LLC, Also serves

on the Board of non-profit theater, The Martha’s Vineyard Playhouse, and is President

of the Board of the Pilot Hill Farm Association.

Previously served as a member of the Board

of Directors of RiceBran Technologies, Inc.

and served 15 years as a Board member of Playboy

Experience - More than 40 years of finance, accounting and operations leadership experience across multiple industries.

Served as the

Chief Financial Officer and Treasurer, and prior to that as Chief Revenue Officer, of Comscore, Inc., an American-based global media

measurement and analytics company.

Served as the Chief Operating Officer and Chief Financial Officer of Rentrak Corporation through its

merger with Comscore, Inc.

Athleisure Corporation and on the Advisory Board of Huntington Outdoor, LLC, and also serves

on the Advisory Board of non-profit theater, Theatre Lab, and is Vice President of the Board

of the Pilot Hill Farm Association.

Previously served as a member of the Board of Directors

of RiceBran Technologies, Inc.

and served 15 years as a Board member of Playboy Enterprises;

Experience - More than 40 years of finance, accounting and operations leadership experience

across multiple industries.

Served as the Chief Financial Officer and Treasurer, and prior

to that as Chief Revenue Officer, of Comscore, Inc., an American-based global media measurement

and analytics company.

Served as the Chief Operating Officer and Chief Financial Officer

of Rentrak Corporation through its merger with Comscore, Inc.

about our Executive Officers

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Dickey was a senior vice president of the Company from

Dickey has more than 25 years of experience in C-suite financial leadership for life science and medical device companies,

both private and public, ranging from preclinical development to commercial operations and across a variety of disease areas and medical

technologies.

Dickey has served as Managing Director at Foresite Advisors since March 2020 assuming responsibility for CFO advisory,

financial analysis, capital raising, and transactional support/execution for public offerings and M&A services at life science companies.

2008 until 2013.

Dickey has more than 25 years of experience in C-suite financial leadership for life science and medical device

companies, both private and public, ranging from preclinical development to commercial operations and across a variety of disease areas

and medical technologies.

Dickey has served as Managing Director at Foresite Advisors since March 2020 assuming responsibility for

CFO advisory, financial analysis, capital raising, and transactional support/execution for public offerings and M&A services at life

science companies.

Dickey serves as a member on the board of directors of AngioGenex, SFA Therapeutics and GSNO Therapeutics.

Throughout his career

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

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

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

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

Earlier in his career, Mr.

Dickey spent 18 years

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

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

and achieving an exit.

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

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

18 years in investment banking, primarily at Lehman Brothers, with a background split between mergers and acquisitions and capital markets

transactions.

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

in building businesses and achieving an exit.

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

partnering/licensing transactions, project management and Chapter 11 reorganizations, as well as interacting with boards, VC’s,

shareholders and Wall Street.

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

The Audit Committee of our Board

consists of Ms.

Audit Committee of our Board consists of Ms.

Bryan (Chair), Dr.

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Kellner and Mr.

Chemerow, all of whom have been determined by the Board to be Independent

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

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

The Board has determined

Chemerow, all of whom have been determined

by the Board to be Independent Directors as required under Section 803(2) of the NYSE:

American Company Guide and Rule 10A-3 under the

Exchange Act.

The Board has determined that Ms.

Bryan and Mr.

Chemerow each qualifies as an “audit committee financial expert” as that term is defined by Section

803B(2) of the NYSE:

Chemerow each qualifies as an “audit committee financial expert”

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

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

Kellner and Chemerow were appointed

to the Audit Committee on March 13, 2025.

and Chemerow were appointed to the Audit Committee on March 13, 2025.

believe all of the foregoing to be independent of management and free of any relationship that would interfere with their exercise of

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

Audit Committee formally met six times in 2024 with all committee members in attendance.

Our General Counsel and Chief Financial Officer

support the Audit Committee in its work.

Audit Committee formally met four times in 2025 and acted by unanimous consent on three occasions.

Our General Counsel and Chief Financial

Officer support the Audit Committee in its work.

The full text of the Audit Committee’s Charter, as approved by the Board, is available

on our website:

http://www.aimimmuno.com in the “Investor Relations” tab under “Corporate Governance”.

http://www.aimimmuno.com in the “Investors” tab under “Corporate Governance”.

Advisory Board (“SAB”)

SAB was established to leverage its member’s scientific and pharmaceutical expertise and advice to advance our drug development

SAB was established to leverage its members’ scientific and pharmaceutical expertise and advice to advance our drug development

programs by providing guidance on steering us forward and capitalizing on business opportunities as well as interactions with the FDA.

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William Mitchell, one of our Independent

Directors, Dr.

David Strayer, Medical Officer, Diane Young, our Clinical Project Manager, Jodie Pelz, our Director of Finance, and Ann

Marie Coverly, Director of HR and Administration serving as the Deputy Investor Relations Coordinator.

The full text of the DCC’s

Charter, as approved by the Board, is available on our website:

www.aimimmuno.com in the “Investor Relations” tab under “Corporate

Governance.” The DCC actively met on numerous occasions in 2024.

Directors, Diane Young, our Clinical Project Manager, Jodie Pelz, our Director of Accounting and Finance, and Ann Marie Coverly, Director

of HR and Administration serving as the Deputy Investor Relations Coordinator.

The full text of the DCC’s Charter, as approved

by the Board, is available on our website:

www.aimimmuno.com in the “Investors” tab under “Corporate Governance.”

The DCC actively met on numerous occasions in 2025.

February 2016, our Board formed the Executive Committee.

On March 28, 2023, Ms.

Bryan was appointed as an additional member of this committee

and on March 13, 2025, Mr.

Kellner was appointed as an additional member of this committee.

The Executive Committee reports to the Board,

and its purpose is to aid the Board in handling matters which, in the opinion of the Chairman of the Board, should not be postponed until

the next scheduled meeting of the Board.

Equels, our Chief Executive Officer is the chair of the Committee and is a member of the

Committee along with our two independent directors, Dr.

Equels, our Chief Executive Officer, is the chair of the Committee and is

a member of the Committee along with two of our independent directors, Dr.

Mitchell and Ms.

The full text of the Executive Committee Charter, as

approved by the Board, is available on our website:

www.aimimmuno.com in the “Investor Relations” tab under “Corporate

On March 13, 2025, Mr.

appointed as an additional member of this committee.

The Executive Committee reports to the Board, and its purpose is to aid the Board

in handling matters which, in the opinion of the Chairman of the Board, should not be postponed until the next scheduled meeting of the

The full text of the Executive Committee Charter, as approved by the Board, is available on our website:

www.aimimmuno.com in

the “Investors” tab under “Corporate Governance”.

The Committee did not meet in 2025.

Compensation Committee consists of Nancy Bryan (Chair), William Mitchell, M.D., Ph.D., Ted Kellner and David Chemerow.

Keller and Chemerow were appointed to this committee on March 13, 2025.

Each of these committee members is “independent”

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

“Outside Director” as defined under the U.S.

Treasury regulations promulgated under Section 162(m) of the Internal

Revenue Code of 1986, as amended (the “Internal Revenue Code”).

and Chemerow were appointed to this committee on March 13, 2025.

Each of these committee members is “independent” under applicable

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

as defined under the U.S.

Treasury regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended (the

“Internal Revenue Code”).

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

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

www.aimimmuno.com in the “Investor

Relations” tab under “Corporate Governance”.

Committee formally met four times in 2024 and all committee members were in attendance for the meetings.

www.aimimmuno.com in the “Investors”

tab under “Corporate Governance”.

Committee formally met one time in 2025, and all committee members were in attendance for the meetings.

Our General Counsel, Chief Financial

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Bryan, Director.

In 2024, the Corporate Governance and Nomination Committee met two times.

All committee members were in attendance for the meetings.

In 2025, the Corporate Governance and Nomination Committee met two times and acted by unanimous consent on one occasion.

All committee

members were in attendance for the meetings.

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

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similar functions.

may obtain a copy of this Code by visiting our website at www.aimimmuno.com (Investor Relations / Corporate Governance) or by

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

may obtain a copy of this Code by visiting our website at www.aimimmuno.com (Investors / Corporate Governance) or by written request

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

Trading Policy

Insider Trading Policy is contained in our Code of Ethics (see above) which, inter alia, governs the purchase, sale and other dispositions

of ours securities by directors, officers and employees and our affiliates, as well as their immediate family members and other persons

of our securities by directors, officers and employees and our affiliates, as well as their immediate family members and other persons

living in their households.

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and is therefore unenforceable.

may obtain a copy of this Code by visiting our website at www.aimimmuno.com (Investor Relations / Corporate Governance) or by

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

may obtain a copy of this Code by visiting our website at www.aimimmuno.com (Investors / Corporate Governance) or by written request

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

16(a) Beneficial Ownership Reporting Compliance

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year ended December 31, 2025.

Based solely upon information provided by officers and directors and greater than 10% owners, we are not

aware of any filings not made on a timely basis, except for a Form 4 filed on January 21, 2025, to report Thomas Equels purchase of shares.

Based solely upon information provided by officers and directors and greater than 10% owners, we are not aware of any filings not made on a timely basis.

Compensation.

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November 2020, we entered into an employment agreement with Thomas Equels.

The agreement runs for five years but automatically renews

for additional five-year periods unless terminated in writing prior to the end of the then current term.

Compensation is divided into

both short- and long-term compensation.

Short-term (cash) compensation consists of a base salary of $850,000.

Equels will be awarded

a year-end target bonus based on performance and goals established by the Compensation Committee of up to $350,000.

Long term compensation

will be provided by 100,000 non-qualified yearly stock options with one-year vesting commencing on November 30, 2021.

In March 2021,

we entered into employment agreements with Peter Rodino.

The agreement runs for three years but automatically renews for additional three-year

periods unless terminated in writing prior to the end of the then current term.

The Agreement renewed.

Compensation is divided into both

short- and long-term compensation.

Short-term (cash) compensation consists of a base salary of $425,000.

Rodino will be awarded a

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

Long term compensation will be provided

by 100,000 non-qualified yearly stock options with one-year vesting commencing on November 30, 2021.

The agreement runs for five years and is automatically renewed

for an additional five-year period unless terminated in writing prior to the end of the then-current term.

The agreement was automatically

renewed in 2025.

Compensation is divided into both short- and long-term compensation.

Short-term (cash) compensation consists of a base

salary of $850,000.

Equels will be awarded a year-end target bonus based on performance and goals established by the Compensation

Committee of up to $350,000.

Long term compensation will be provided by 100,000 non-qualified yearly stock options with one-year vesting

commencing on November 30, 2021.

In March 2021, we entered into an employment agreement with Peter Rodino.

The agreement runs for three

years and is automatically renewed for an additional three-year period unless terminated in writing prior to the end of the then current

The Agreement renewed in November 2024.

Compensation is divided into both short- and long-term compensation.

Short-term (cash)

compensation consists of a base salary of $425,000.

Rodino will be awarded a year-end target bonus based on performance and goals

established by the Compensation Committee.

Long term compensation will be provided by 100,000 non-qualified yearly stock options with

one-year vesting commencing on November 30, 2021.

In addition, Mr.

Equels and Mr.

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

Rodino will be entitled to awards (“Event Awards”)

equal to 3% for Mr.

Equels and 1% for Mr.

Rodino of the “Gross Proceeds”

from specific events such as acquisitions, licensing agreements or “therapeutic indication” (each, an “Event”).

Gross Proceeds means those cash amounts paid to us by the other parties for licensing agreements, therapeutic acquisitions or any other

one-time cash generating event.

Therapeutic indications are for example target organ specific pathologically defined cancer indications,

vaccine enhancers, broad spectrum antiviral indications, or medical entities associated with persistent severe fatigue.

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

Rodino of the “Gross Proceeds” from specific events such as acquisitions, licensing

agreements or “therapeutic indication” (each, an “Event”).

Gross Proceeds means those cash amounts paid to us

by the other parties for licensing agreements, therapeutic acquisitions or any other one-time cash generating event.

Therapeutic indications

are, for example, target organ-specific, pathologically defined cancer indications;

vaccine enhancers;

broad-spectrum antiviral indications;

or medical entities associated with persistent severe fatigue.

Equels and Mr.

Rodino also will each be entitled to an award (an “Acquisition

Award”) equal to 3% for Mr.

Equels and 1% for Mr.

of the Gross Proceeds, upon the sale of our Company or substantially all of its assets (an “Acquisition”).

An Event Award

or Acquisition Award shall be paid in cash within 90 days of our receipt of the Gross Proceeds.

On March 2022, the Company entered into

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

Rodino of the Gross Proceeds, upon the sale of our Company or substantially all

of its assets (an “Acquisition”).

An Event Award or Acquisition Award shall be paid in cash within 90 days of our receipt

of the Gross Proceeds.

On March 2022, the Company entered into a consulting agreement with Foresite Advisors, LLC, a company wholly owned

by Robert Dickey IV, for $375 an hour pursuant to which Mr.

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

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of Stockholder Advisory Vote on Executive Compensation

the December 2024 Annual Meeting of Stockholders, the Stockholders did not approve the annual, non-binding advisory vote on Executive

Compensation.

the proposal received a majority of the votes cast (excluding broker non-votes), it did not receive the affirmative vote of the holders

of a majority in voting power represented by proxy or present at the December 2025 Annual Meeting of Stockholders and entitled to vote

on the matter, therefore could not be approved.

and Philosophy of Executive Compensation

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following table provides information on the compensation during the fiscal years ended December 31, 2025 and 2024 of Thomas Equels, our

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

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

Compensation Table

Name & Principal Position

Salary / Fees $ (2)

Stock Awards $ (2)

Non-Equity Incentive Plan Compensation $

Non-qualified Deferred Compensation Earnings $

All Other Compensation $ (3)

Principal Position

Incentive Plan Compensation $

Non-qualified

Deferred Compensation Earnings $

Other Compensation $ (3)

Thomas K Equels

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& Secretary (2)5

option awards were valued using the Black-Scholes method.

The options for 2024 were deferred

to a later date and not issued as of December 31, 2024.

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

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

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

As is required by Regulation

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

Compensation Table” (above) for fiscal years of 2024 and 2023 as well as reported separately

in the “Compensation of Directors” section (see below) for calendar year 2024.

All option awards were

valued using the Black-Scholes-Merton pricing method.

The options for 2024 were deferred to a later date and not issued as of December 31, 2024.

In 2025, the options for 2024 and 2025 were waived.

For Named Executive Officers,

who are also Directors that receive compensation for their services as a Director, the Salary/Fees and Option Awards columns include

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

As is required by Regulation S-K, Item

402(c), compensation for services as a Director have been reported within the “Summary Compensation Table” (above) for

fiscal years of 2025 and 2024 as well as reported separately in the “Compensation of Directors” section (see below) for

calendar year 2025.

to his current employment agreement, Mr.

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part of our cash conservation strategy, we issued common stock as a substitute for cash salaries to certain Named Executive Officers.

For the year ended December 31, 2024, stock issued as payroll totaled $250,000, which is included in the overall equity-based

compensation expense.

For the year ended December 31, 2024, stock issued as payroll totaled $250,000, which is included in the overall equity-based compensation

There was no stock issued as payroll for the year ended December 31, 2025.

Equels’ All Other Compensations consists of:

Equels’ All Other

Compensation consists of:

Life & Disability Insurance

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401(k) Matching Funds

Dickey’s All Other Compensations consists of:

Dickey’s All Other Compensation consists of:

Life & Disability Insurance

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401(k) Matching Funds

Rodino’s All Other Compensations consists of:

Rodino’s All Other Compensation consists of:

Life & Disability Insurance

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401(k) Matching Funds

(6) All bonus compensation for 2023 was deferred to 2024 and subsequently paid in 2024.

In last year’s table, Mr.

Equels’ $350,000 bonus was not included for 2023 because it was accrued and not paid until 2024.

This was disclosed in the footnotes

to the table.

As it was earned in 2023, it is now reported in 2023.

The executive officers voluntarily waived all 2024 bonus compensation

in support of the company’s cash conservation efforts.

Outstanding Equity Awards at Fiscal Year End

Option Awards

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards:

The executive officers voluntarily waived

all 2025 and 2024 bonus compensation in support of the company’s cash conservation efforts.

Equity Awards at Fiscal Year End

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Options (#) Unexercisable

Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Options Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock that Have Not Vested (#)

Market Value of Shares or Units of Stock that Have Not Vested ($)

Equity Incentive Plan Awards:

Exercise Price ($)

Option Expiration

of Shares or Units of Stock that Have Not Vested (#)

Value of Shares or Units of Stock that Have Not Vested ($)

Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)

Equity Incentive Plan Awards:

Incentive Plan Awards:

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

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Vested (1) ($)

Continuation of

Medical Benefits

Involuntary (no cause)

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Incentive Plan.

The issuance for the 2024 options were deferred to a later date.

options have a ten-year term and an exercise price equal to the closing market price of our

common stock on the date of grant.

The value was obtained using the Black-Scholes-Merton

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

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

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

The value was obtained using

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

The issuance for the 2025 and 2024 options pursuant to employment agreements were waived.

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

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opening price of $1.19 on the NYSE American for our common stock at that date.

Aggregate Severance Pay ($)

PVSU Acceleration (2) ($)

Early Vesting of Restricted Stock (4) (5) ($)

Early Vesting of Stock Options and SARs (3) ($)

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

Welfare Benefits Continuation ($)

Outplacement Assistance ($)

Parachute Tax Gross-up Payment ($)

Award (4) ($)

$5,208,000 (1)

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Equels has a term through December

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

and until certain events occur:

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

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

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

substantially all of our assets.

31, 2025, and was automatically renewed with a term through December 31, 2028.

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

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

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

agreement) and 3% of the Gross Proceeds from any sale of our Company or substantially all

of our assets.

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

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2, 2026, of $1.19 was used with an estimated exercise price of $1.19 for Mr.

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

accordance with FASB ASC 718.

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

in accordance with FASB ASC 718.

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

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was no cost-of-living increase granted in 2025 or 2024.

Mitchell and Stewart Appelrouth each received $139,365 in director compensation, and Ms.

Bryan, who became a Director in

March 2023, received $93,750 in director compensation.

During 2024, each of the foregoing Directors received $109,375 in director

compensation.

Since November 2024, non-employee director compensation has taken the form of stock in lieu of cash.

The value of the

stock received by Mr.

2024, each of the foregoing Directors received $109,375 in director compensation.

Since November 2024, non-employee director compensation

has taken the form of stock in lieu of cash.

The value of the stock received in 2024 by Mr.

Appelrouth was $12,153 and Dr.

Mitchell and Ms.

Bryan each received stock valued at $15,625.

Since becoming a

Director on December 19, 2024, replacing Mr.

Mitchell received stock in 2025 valued at $26,050 and Ms.

Bryan received stock valued

Chemerow received stock in 2025 valued at $7,802.

Since March 31, 2025, non-employee director compensation has been accrued

to be paid at a later date.

Since becoming a Director on December 19, 2024, replacing Mr.

Appelrouth, Mr.

Kellner has declined to take any compensation.

Kellner has declined to take

any compensation.

believe such compensation and payments are necessary in order for us to attract and retain qualified outside directors.

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Compensation – 2025 & 2024

Name and Title of Director

Fees Earned or Paid in Cash $

Stock Award $

Option Award $

Non-Equity Incentive Plan Compensation $

Non-qualified Deferred Compensation Earnings $

All Other Compensation As Director $

Name and Title

Incentive Plan

Non-qualified

As Director $

Vice Chairman

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

Chairman of the Board

Versus Performance

Summary Compensation Table Total for PEO (1)

Compensation Actually Paid to PEO (1) (2) (3)

Average Summary Compensation Table Total for Non-PEO NEOs (1)

Average Compensation Actually Paid to Non-PEO NEOs (1) (2)

Value of Initial Fixed $100 Investment Based On Total Shareholder Return (4)

Net Income (Loss)(5)

Table Total for

Actually Paid to

PEO (1) (2) (3)

Actually Paid

Initial Fixed

$ (13,958,000 )

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$ (28,962,000 )

PEO and the non-PEO NEOs for each year are as follows:

Thomas Equels, PEO;

PEO and the non-PEO NEOs for 2025, 2024, and 2023 are as follows:

Robert Dickey and Peter Rodino, NEOs.

Ellen Lintal was our PFO until April 3, 2022, and her compensation for 2022 (including her consulting fees)

has been included in the “Summary Compensation Table” and “Compensation Actually Paid.” Robert Dickey became

our PFO to replace Ellen Lintal on April 4, 2022, and his compensation from that date through year-end has been included in the “Summary

Compensation Table” and “Compensation Actually Paid.” Peter Rodino served as the other NEO for the entire year.

dollar amounts reported in the “Compensation Actually Paid to PEO” column represent the amount of “compensation

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made to total compensation to determine the compensation actually paid to the PEO:

Summary Compensation Table Total for PEO

Summary Compensation Table Reported Value of Equity Awards(a)

Equity Award Adjustments(b)

Compensation Actually Paid to PEO

Table Total for

Table Reported

Value of Equity

Adjustments(b)

Actually Paid to

the aggregate grant-date fair value of equity awards as reported in the “Option Awards” columns in the “Summary

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the PEO) or each year to determine the compensation actually paid:

Average Reported Summary Compensation Table Total for Non-PEO NEOs

Summary Compensation Table Average Reported Value of Equity Awards

Average Equity Award Adjustments(x)

Average Compensation Actually Paid to Non-PEO NEOs

Average Reported

Table Total for

Table Average

Reported Value

Adjustments(x)

Actually Paid to

amounts deducted or added in calculating the total average equity award adjustments are as follows (figures in columns other than

“Total Average Equity Award Adjustments” are rounded to the nearest dollar):

Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year

over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years

Date Fair Value of Equity Awards Granted in the Covered Year that Vested in the Covered Year

in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Year (From Prior Year End to Vesting Date)

Value at the End of the Prior Year of Equity Awards that Failed to Vest in the Covered Year

Value of Dividend Equivalents Accrued or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value

Average Equity Award Adjustments

Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year

Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years

Vesting Date Fair Value of Equity Awards Granted in the Covered Year that Vested in the Covered Year

Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Year (From Prior Year End to Vesting Date)

Fair Value at the End of the Prior Year of Equity Awards that Failed to Vest in the Covered Year

Average Value of Dividend Equivalents Accrued or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value

Total Average Equity Award Adjustments

calculating the “compensation actually paid” amounts reflected in these columns, the fair value or change in fair value,

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The decrease in compensation from 2023 to 2025 is primarily

a result of the PEO and an NEO not receiving a bonus in 2024 when compared to the previous two years of 2023 and 2022.

In 2024, the PEO

and non-PEO NEOs agreed to voluntarily forego the cash bonuses for 2024 for which they are entitled to pursuant to their employment agreements

a result of the PEO and an NEO not receiving a bonus in 2024 or 2025 when compared to 2023.

In 2025 and 2024, the PEO and non-PEO NEOs

agreed to voluntarily forego the cash bonuses for 2025 and 2024 for which they are entitled to pursuant to their employment agreements

to conserve cash for the Company, which primarily resulted in a reduction in their compensation actually paid.

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the 2024-2025 period was received in common stock in 2024.

Due to this net change the compensation actually paid decrease and was aligned

with the total shareholder return decreased.

Our compensation programs are structured based on short-term and long-term compensation

for the NEOs.

As we have been primarily focused on conserving cash in the short-term, these compensation arrangements to reduce cash

compensation met our short-term needs.

Due to this net change the compensation actually paid decreased and was aligned

with the total shareholder return decrease.

Our compensation programs are structured based on short-term and long-term compensation for

As we have been primarily focused on conserving cash in the short-term, these compensation arrangements to reduce cash compensation

met our short-term needs.

Long-term compensation is provided by non-qualified yearly stock options within yearly vesting.

The ultimate value of these equity awards, and the resulting impact on compensation actually paid, aligns with our total shareholder

return performance.

value of these equity awards, and the resulting impact on compensation actually paid, aligns with our total shareholder return performance.

In 2025, the PEO and non-PEO NEOs were not awarded their yearly stock options.

While the overall total shareholder

return performance has declined, compensation actually paid decreased as a result of the structuring of the compensation arrangements.

While the overall total shareholder return performance

has declined, compensation actually paid decreased as a result of the structuring of the compensation arrangements.

Actually Paid versus Company Net Income

As outlined in the table, decreases in the compensation actually paid values for our PEO and non-PEO NEOs occurred

from 2022 to 2024, while the net loss decreased for the same period.

The decrease in compensation actually paid from 2022 to 2024 is primarily

the result of the structuring of the compensation arrangements for the PEO and non-PEO NEOs.

In 2024, the PEO and non-PEO NEOs agreed

to voluntarily forego the cash bonuses for 2024 for which they are entitled to pursuant to their employment agreements to conserve cash

for the Company.

As such, there was a reduction in their compensation actually paid, which would not align with the decrease in the net

As we have been primarily focused on the clinical and regulatory development of Ampligen and, accordingly, we have not historically

used net income (loss) as a performance measurement in our executive compensation.

As a pre-commercial stage company, our performance

is attributable to the successful execution of our regulatory, clinical, research and commercial goals.

Therefore, while the Board monitors

our net income (loss), we do not currently believe there is a meaningful relationship between our net loss and compensation actually paid

to our NEOs during the periods presented.

outlined in the table, decreases in the compensation actually paid values for our PEO and non-PEO NEOs occurred from 2023 to 2025, while

the net loss decreased for the same period.

The decrease in compensation actually paid from 2023 to 2025 is primarily the result of the

structuring of the compensation arrangements for the PEO and non-PEO NEOs.

In 2025 and 2024, the PEO and non-PEO NEOs agreed to voluntarily

forego the cash bonuses for 2025 and 2024 for which they are entitled to pursuant to their employment agreements to conserve cash for

the Company, which primarily resulted in a reduction in their compensation actually paid, which would not align with the decrease in

the net loss.

As we have been primarily focused on the clinical and regulatory development of Ampligen and, accordingly, we have not

historically used net income (loss) as a performance measurement in our executive compensation.

As a pre-commercial stage company, our

performance is attributable to the successful execution of our regulatory, clinical, research and commercial goals.

Therefore, while

the Board monitors our net income (loss), we do not currently believe there is a meaningful relationship between our net loss and compensation

actually paid to our NEOs during the periods presented.

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

following table sets forth as of March 24, 2025 , the number and percentage of outstanding

shares of Common Stock beneficially owned by:

following table sets forth as of March 25, 2026, the number and percentage of outstanding shares of Common Stock beneficially owned by:

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

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of our officers and directors as a group.

number of shares of Common Stock at March 24, 2025

was 72,290,030.

number of shares of Common Stock at March 25, 2026 was 8,147,782.

Name and Address of

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Beneficial Owner

Beneficially Owned

Equels, Executive Vice Chairman, Chief Executive Officer, President

3,412,172 (1)

Rodino III, Chief Operating Officer, General Counsel, Secretary

Mitchell, M.D., Chairman of the Board of Directors

Executive Vice Chairman, Chief Executive Officer, President

Rodino III, Chief

Operating Officer, General Counsel, Secretary

Mitchell, M.D.,

Chairman of the Board of Directors

Kellner, Director

1,583,000 (4)

Bryan, Director

David Chemerow, Director

Robert Dickey IV, Chief Financial Officer

All 5% stockholders, directors and executive officers as a group (7 persons)

Equels, shares beneficially owned include 1,554,143 shares issuable upon exercise of options and excludes no shares issuable

Robert Dickey IV, Chief Financial

All 5% stockholders, directors

and executive officers as a group (7 persons)

* Less than 1%

Equels, shares beneficially owned include 50,000 shares issuable upon exercise of warrants and 15,528 shares issuable upon exercise of options and excludes no shares issuable

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

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his spouse and 190 shares owned by family trusts.

Kellner, shares beneficially owned indirectly include 1,582,000 shares owned by

family and other trusts and annuities and a profit sharing/money purchase plan.

Kellner, shares beneficially owned indirectly by family and other trusts and annuities and a profit

sharing/money purchase plan.

Chemerow, shares beneficially owned include 50,000 shares issuable upon exercise of warrants.

Dickey IV, shares beneficially owned include 500 shares issuable upon exercise of options.

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Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)

securities to be

exercise price of

Number of securities

remaining available for

future issuance under

equity compensation

plans (excluding

securities reflected in

Equity compensation plans approved by security holders:

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Description of Fees:

Audit and Assurance Fees

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

22 unchanged sentences

the financial statements or notes thereto.

- See exhibit index below.

Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3(i).1 to the Company’s Quarterly report on Form 10-Q (No.

001-27072) for the period ended September 30, 2024).

Certificate of Designation of Preference, Rights and Limitations of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.5 to the Amendment to the Company’s Registration Statement on Form S-1/A (No.

333-229051) filed February 6, 2019).

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

001-27072) filed August 1, 2024).

Specimen certificate representing our Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly report on Form 10-Q (No.

001-27072) for the period ended September 30, 2024).

(i) Exhibits - See exhibit index below.

by Reference herein from Form or Schedule

Certificate of Incorporation as Amended and Restated through June 10, 2025

8-K (Exhibit 3.1(i))

Certificate of Designation of Series G Preferred Stock

8-K (Exhibit 3.1)

Amended and Restated By-Laws of Registrant

8-K (Exhibit 3.7(ii)

Specimen certificate representing our Common Stock

10-Q (Exhibit 4.1)

Rights Agreement, dated May 12, 2023 between AIM ImmunoTech Inc.

and American Stock Transfer & Trust Company, LLC.

8-A12B (Exhibit 4.6)

Amended and Restated Rights Agreement, dated as of November 14, 2017, between the Company and American Stock Transfer & Trust Company LLC.

The Amended and Restated Right Agreement includes the Form of Certificate of Designation, Preferences and Rights of the Series A Junior Participating Preferred Stock, the Form of Rights Certificate and the Summary of the Right to Purchase Preferred Stock (incorporated by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A12B (No.

001-27072) filed November 14, 2017).

8-A12B (Exhibit 1)

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

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

001-27072) filed November 14, 2022).

8-A12B (Exhibit 4.4)

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

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

001-27072) filed February 10, 2023)

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

333- 262280) filed January 21, 2022).

Form of Warrant issued to Purchaser of facility (incorporated by reference to Exhibit 4.8 to the Company’s Annual report on Form 10-K (No.

000-27072) for the year ended December 31, 2017).

Rights Offering Form of Non-Transferable Subscription Rights Certificate (incorporated by reference to Exhibit 4.14 to the Company’s Registration Statement on Form S-1/A (No.

333-229051) filed February 6, 2019).

Rights Offering Form of Warrant Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Current report on Form 8-K filed February 27, 2019 and is hereby incorporated by reference).

Rights Offering Form of Warrant Certificate (incorporated by reference to Exhibit 4.15 to the Company’s Registration Statement on Form S-1/A (No.

333-229051) filed February 6, 2019).

Rights Offering Warrant Agency Agreement with American Stock Transfer & Trust (incorporated by reference to Exhibit 4.1 to the Company’s Current report on Form 8-K (No.001-27072) filed March 8, 2019).

8-A12B/A (Exhibit 4.5)

Form of Indenture

S-3 (Exhibit 4.4)

Form of Warrant issued to Purchaser of facility

10-K (Exhibit 4.8)

2018 Rights Offering Form of Non-Transferrable Subscription Rights Certificate

S-1/A (Exhibit 4.14)

2018 Rights Offering Form of Warrant Agreement

8-K (Exhibit 4.1)

2018 Rights Offering Form of Warrant Certificate

S-1/A (Exhibit 4.15)

2018 Rights Offering Warrant Agency Agreement with American Stock Transfer & Trust

8-K (Exhibit 4.1)

Description of Common Stock.

Third Amended and Restated Rights Agreement, dated May 12, 2023 between AIM ImmunoTech Inc.

(formerly, Hemispherx Biopharma, Inc.) and American Stock Transfer & Trust Company, LLC.

(incorporated by reference to Exhibit 4.6 to Amendment No.

3 to the Company’s Registration Statement on Form 8-A12B (No.

001-27072) filed May 15, 2023).

Form of Warrant Agency Agreement between AIM and Equiniti Trust Company, LLC (incorporated by reference to Exhibit 4.28 to the Company’s Registration Statement on Form S-1/A, Amendment No.

333-0284443) filed February 3, 2025).

of Confidentiality, Invention and Non-Compete Agreement (incorporated by reference to Exhibits of the Company’s Registration

Statement on Form S-1 (No.

33-93314) filed November 2, 1995).

Supply Agreement with HollisterStier Laboratories LLC dated December 5, 2005 (incorporated by reference to Exhibit 10.46 to the Company’s Annual report on Form 10-K (No.

001-13441) for the year ended December 31, 2005).

Amendment to Supply Agreement with HollisterStier Laboratories LLC dated February 25, 2010 (incorporated by reference to Exhibit 10.68 to the Company’s Annual report on Form 10-K (No.

001-13441) for the year ended December 31, 2009).

Amendment to Supply Agreement with HollisterStier Laboratories LLC executed September 9, 2011 (incorporated by reference to Exhibit 10.22 to the Company’s Annual report on Form 10-K (No.

001-13441) for the year ended December 31, 2011).

Filed herewith

Form of Warrant Agency Agreement between AIM and Equiniti Trust Company, LLC

8-K (Exhibit 4.1)

2026 Warrant Agency Agreement with Equinity Trust Company, LLC

S-1/A3 (Exhibit 4.15)

Form of Series G Convertible Common Stock Purchase Warrant

S-1/A3 (Exhibit 4.14)

Form of Non-Transferrable Subscription Rights Certificate

S-1/A3 (Exhibit 4.16)

2024 Class A/B Common Stock Purchase Warrant

8-K (exhibit 4.1)

2024 Class C Common Stock Purchase Warrant with Armistice Capital Master Fund Ltd

8-K (Exhibit 4.1)

2024 Class D Common Stock Purchase Warrant with Armistice Capital Master Fund Ltd

8-K (Exhibit 4.2)

2025 Class E/F Warrants

3 (exhibit 4.26)

2025 Pre-Funded Warrant

3 (exhibit 4.27)

of Confidentiality, Invention and Non-Compete Agreement

S-1 (Exhibits)

Supply Agreement with HollisterStier Laboratories LLC dated December 5, 2005

10-K (Exhibit 10.46)

to Supply Agreement with HollisterStier Laboratories LLC dated February 25, 2010

10-K (Exhibit 10.68)

Amendment to Supply Agreement with HollisterStier Laboratories LLC executed September 9, 2011

10-K (Exhibit 10.22)

Early Access Agreement with Impatients N.V.

dated August 3, 2015.(Confidential Treatment granted with respect to portions of the Agreement) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly report on Form 10-Q (No.

001-13441) for the period ended September 30, 2015).

dated August 3, 2015+†

10-Q (Exhibit 10.1)

Addendum to Early Access Agreement with Impatients N.V.

dated October 16, 2015

(Confidential Treatment granted with respect to portions of the Agreement) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly report on Form 10-Q (No.

001-13441) for the period ended September 30, 2015).

Licensing Agreement dated April 13, 2016 with Lonza Sales AG (Confidential Treatment granted with respect to portions of the Agreement) (incorporated by reference to Exhibit 10.2 to the Company’s report Form 10-Q/A (No.

000-27072) for the period ended March 31, 2016).

10-Q (Exhibit 10.2)

Licensing Agreement dated April 13, 2016 with Lonza Sales AG

10-Q/A (Exhibit 10.2)

Amended and Restated Early Access Agreement with Impatients N.V.

dated May 20, 2016.

(Confidential Treatment granted with respect to portions of the Agreement) (incorporated by reference to Exhibit 10.1 to the Company’s report Form 8-K/A (No.

000-27072) filed May 8, 2017).

8-K/A (Exhibit 10.1)

December 13, 2016 Amendment No.

1 to Amended and Restated Early Access Agreement with Impatients N.V.

(incorporated by reference to Exhibit 10.45 to the Company’s Annual report on Form 10-K (No.

001-27072) for the year ended December 31, 2017).

10-K (Exhibit 10.45)

June 28, 2017 Amendment No.

2 to Amended and Restated Early Access Agreement with Impatients N.V.

(incorporated by reference to Exhibit 10.46 to the Company’s Annual report on Form 10-K (No.

001-27072) for the year ended December 31, 2017).

10-K (Exhibit 10.46)

February 14, 2018 Amendment No.

3 to Amended and Restated Early Access Agreement with Impatients N.V.

(incorporated by reference to Exhibit 10.47 to the Company’s Annual report on Form 10-K (No.

001-27072) for the year ended December 31, 2017).

10-K (Exhibit 10.47)

March 26, 2018 Amendment No.

4 to Amended and Restated Early Access Agreement with Impatients N.V.

(incorporated by reference to Exhibit 10.48 to the Company’s Annual report on Form 10-K (No.

001-27072) for the year ended December 31, 2017).

2018 Equity Incentive Plan (filed with the Securities and Exchange Commission as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A (No.

001-27072) filed on August 3, 2018).

October 9, 2018, Clinical Trial Agreement with Roswell Park Comprehensive Cancer Center (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly report on Form 10-Q (No.

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

March 20, 2020 Amendment to 2017 Material Transfer and Research Agreement with Roswell Park Cancer Institute (incorporated by reference to Exhibit 10.1 to the Company’s Current report on Form 8-K (No.

001-27072) filed March 26, 2020).

10-K (Exhibit 10.48)

2018 Equity Incentive Plan *

DEF-14A (Appendix A)

October 9, 2018, Clinical Trial Agreement with Roswell Park Comprehensive Cancer Center

10-Q (Exhibit 10.1)

March 20, 2020 Amendment to 2017 Material Transfer and Research Agreement with Roswell Park Cancer Institute

8-K (Exhibit 10.1)

July 1, 2020, Material Transfer and Research Agreement with the Japanese National Institute of Infectious Diseases and Shionogi & Co., Ltd.

(Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly report on Form 10-Q (No.

000-27072) for the period ended June 30, 2020).

10-Q (Exhibit 10.3)

July 6, 2020, Clinical Trial Agreement with Roswell Park Comprehensive Cancer Center.

(Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)) (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly report on Form 10-Q (No.

000-27072) for the period ended June 30, 2020).

10-Q (Exhibit 10.4)

August 6, 2020, Project Work Order with Amarex Clinical Research LLC.

(Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)) (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly report on Form 10-Q (No.

000-27072) for the period ended June 30, 2020).

10-Q (Exhibit 10.5)

November 10, 2020 employment agreement with Thomas K.

(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly report on Form 10-Q (No.

000-27072) for the period ended September 30, 2020).

10-Q (Exhibit 10.1)

December 22, 2020 Master Service Agreement with Pharmaceutics International Inc.

as a Fill & Finish provider for Ampligen (incorporated by reference to Exhibit 10.75 to the Company’s Annual report on Form 10-K (No.

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

as a Fill & Finish provider for Ampligen

10-K (Exhibit 10.75)

December 30, 2020 Amendment to Project Work Order with Amarex Clinical Research LLC.

(Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)) (incorporated by reference to Exhibit 10.78 to the Company’s Annual report on Form 10-K (No.

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

10-K (Exhibit 10.78)

December 23, 2020 Amendment to Master Service Agreement with Pharmaceutics International Inc.

as a Fill & Finish provider for Ampligen (incorporated by reference to Exhibit 10.79 to the Company’s Annual report on Form 10-K (No.

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

March 24, 2021 employment agreement with Peter Rodino (incorporated by reference to Exhibit 10.80 to the Company’s Annual report on Form 10-K (No.

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

Material Transfer and Research agreement with Roswell Park Comprehensive Cancer Center executed on April 14, 2021 (Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly report on Form 10-Q (No.

001-27072) for the period ended March 31, 2021).

as a Fill & Finish provider for Ampligen

10-K (Exhibit 10.79)

March 24, 2021 employment agreement with Peter Rodino*

10-K (Exhibit 10.80)

Material Transfer and Research agreement with Roswell Park Comprehensive Cancer Center executed on April 14, 2021

10-Q (Exhibit 10.2)

May 12, 2021 Amendment to the Renewed Sales, Marketing, Distribution and Supply Agreement with GP Pharm.

(Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)) (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly report on Form 10-Q (No.

001-27072) for the period ended March 31, 2021).

10-Q (Exhibit 10.5)

1, 2022 Consulting Agreement with Foresite Advisors, LLC pursuant to which Robert Dickey IV will serve as the Company’s Chief Financial

Officer (Portions of this agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)) (incorporated by reference

to Exhibit 10.78 to the Company’s Annual report on Form 10-K (No.

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

10-K (Exhibit 10.78)

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

as a Fill & Finish provider for Ampligen.

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

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

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

001-27072) filed April 12, 2022).

10-K (Exhibit 10.82)

April 7, 2022 Project Work Order with Amarex Clinical Research LLC.to manage Phase 2 clinical trial in advanced pancreatic cancer patients

8-K (Exhibit 10.1)

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

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

001-27072) filed June 17, 2022).

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

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

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

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

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

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

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

for a Randomized Double Blind, Placebo Controlled study to Evaluate the Efficacy and Safety of Ampligen in Patients with Post Covid Conditions

8-K (Exhibit 10.1)

June 16, 2022 Lease agreement entered into with New Jersey Economic Development Authority for 5,210 square-foot R&D facility at the New Jersey Bioscience Center

8-K (Exhibit 10.1)

October 5, 2022 Lease extension for Riverton office

10-Q (Exhibit 10.4)

October 11, 2022 Material Transfer and Research Agreement with University of Pittsburgh

10-Q (Exhibit 10.5)

October 21, 2022 Material Transfer and Research Agreement with University of Pittsburgh

10-Q (Exhibit 10.6)

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

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

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

January 13, 2023 Study Support Agreement with Erasmus University Medical Center Rotterdam (portions of this agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)) (incorporated by reference to Exhibit 10.94 to the Company’s annual report on Form 10-K (No.001-27072) for the year ended December 31, 2022).

January 13, 2023 Co-ordination Agreement with Erasmus University Medical Center Rotterdam and AstraZeneca BV (portions of this agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)) (incorporated by reference to Exhibit 10.95 to the Company’s annual report on Form 10-K (No.

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

March 1, 2023 Extension Agreement with Foresite Advisors LLC (incorporated by reference to Exhibit 10.96 to the Company’s annual report on Form 10-K (No.

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

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

001-27072) filed April 7, 2023)

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

001-27072) filed April 7, 2023)

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

001-27072) filed April 19, 2023)

Material Transfer and Research Agreement, dated as of May 22, 2023, with Japanese National Institute of Infectious Disease (portions of this agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (No.

001-27072) filed May 30, 2023).

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

001-27072) filed September 29, 2023).

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

001-27072) filed February 20, 2024).

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

001-27072) filed February 20, 2024).

Atlas Equity Purchase Agreement (incorporated by reference to Exhibit 10.104 to the Company’s annual report on Form 10-K (No.

001-27072) for the year ended December 31, 2023) filed April 1, 2024.

Atlas Registration Rights Agreement (incorporated by reference to Exhibit 10.104 to the Company’s annual report on Form 10-K (No.

001-27072) for the year ended December 31, 2023) filed April 1, 2024.

October 4, 2023 Lease extension for Riverton office (incorporated by reference to Exhibit 10.106 to the Company’s Registration Statement on Form S-1 (No.

333-278839) filed April 19, 2024).

March 15, 2024 Addendum 1 to Lease for Ocala office (incorporated by reference to Exhibit 10.107 to the Company’s Registration Statement on Form S-1 (No.

333-278839) filed April 19, 2024).

Form of Securities Purchase Agreement, dated as of May 31, 2024, by and among the Company and a Purchaser (incorporated by reference to exhibit 10.1 to the Company’s Current report on Form 8-K (No.

001-27072) filed June 3, 2024).

August 12, 2024 Amendment to Employment Agreement for Thomas K Equels (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly report on form 10-Q (No.

001-27072) for period ended June 30, 2024).

August 12, 2024 Amendment to Employment Agreement for Peter W Rodino III (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly report on form 10-Q (No.

001-27072) for period ended June 30, 2024).

September 11, 2024 Amendment to Employment Agreement for Thomas K Equels (incorporated by reference to Exhibit 10.1 to the Company’s Current report on Form 8-K (No.

001-27072) filed September 12, 2024).

10-K (Exhibit 10.93)

January 13, 2023 Study Support Agreement with Erasmus University Medical Center Rotterdam

10-K (Exhibit 10.94)

January 13, 2023 Co-ordination Agreement with Erasmus University Medical Center Rotterdam and AstraZeneca BV

10-K (Exhibit 10.95)

March 1, 2023 Extension Agreement with Foresite Advisors LLC*

10-K (Exhibit 10.96)

April 4, 2023 Unrestricted Grant Agreement with Erasmus University Medical Center

8-K (Exhibit 10.1)

April 5, 2023 Independent Contractor Service Agreement with Casper H.J van Eijck

8-K (Exhibit 10.2)

April 19, 2023 Equity Distribution Agreement with Maxim Group, LLC

8-K (Exhibit 10.1)

Material Transfer and Research Agreement, dated as of May 22, 2023, with Japanese National Institute of Infectious Disease †

8-K (Exhibit 10.1)

September 20, 2023 Amended and Restated Material Transfer and Research Agreement with Roswell Park Cancer Institute Corporation d/b/a Roswell Park Comprehensive Cancer Center

8-K (Exhibit 10.1)

February 16, 2024 Note Purchase Agreement with Streeterville Capital LLC

8-K (Exhibit 10.1)

February 16, 2024 Promissory Note with Streeterville Capital LLC

8-K (Exhibit 10.2)

Atlas Equity Purchase Agreement

10-K (Exhibit 10.104)

Atlas Registration Rights Agreement

10-K (Exhibit 10.105)

October 4, 2023 Lease extension for Riverton office

S-1 (Exhibit 10.106)

March 15, 2024 Addendum 1 to Lease for Ocala office

S-1 (Exhibit 10.107)

Form of Securities Purchase Agreement, dated as of May 31, 2024, by and among the Company and a Purchaser

8-K (Exhibit 10.1)

August 12, 2024 Amendment to Employment Agreement for Thomas K Equels*

10-Q (Exhibit 10.4)

August 12, 2024 Amendment to Employment Agreement for Peter W Rodino III*

10-Q (Exhibit 10.5)

September 11, 2024 Amendment to Employment Agreement for Thomas K Equels*

8-K (Exhibit 10.1)

September 11, 2024 Amendment to Employment Agreement for Peter W.

Rodino III (incorporated by reference to Exhibit 10.2 to the Company’s Current report on Form 8-K (No.

001-27072) filed September 12, 2024).

September 30, 2024 Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (No.

001-27072) filed October 1, 2024).

September 30, 2024 Placement Agency Agreement with Maxim Group LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K (No.

001-27072) filed October 1, 2024).

October 1, 2024 Class C Common Stock Purchase Warrant with Armistice Capital Master Fund Ltd (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (No.

001-27072) filed October 1, 2024).

October 1, 2024 Class D Common Stock Purchase Warrant with Armistice Capital Master Fund Ltd (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (No.

001-27072) filed October 1, 2024).

September 19, 2024 Lease extension for Riverton office (incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q (No.

001-27072) filed November 14, 2024).

Class A/B Common Stock Purchase Warrant with Armistice (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (No.

011-27072) filed June 3, 2024).

Class C Common Stock purchase warrant with Armistice (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (No.

001-27072) filed on October 1, 2024).

Class D Common Stock Purchase Warrant with Armistice incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (No.

001-27072) filed on October 1, 2024).

Form of Lock-up Agreement (incorporated by reference to Exhibit 10.119 to the Company’s Registration Statement on Form S-1/A, Amendment No.

333-0284443) filed February 3, 2025).

8-K (Exhibit 10.2)

September 30, 2024 Securities Purchase Agreement

8-K (Exhibit 10.1)

September 30, 2024 Placement Agency Agreement with Maxim Group LLC

8-K (Exhibit 1.1)

September 19, 2024 Lease extension for Riverton office

10-Q (Exhibit 10.15)

Class A/B Common Stock Purchase Warrant with Armistice

8-K (Exhibit 4.1)

Class C Common Stock purchase warrant with Armistice

8-K (Exhibit 4.1)

Class D Common Stock Purchase Warrant with Armistice

8-K (Exhibit 4.2)

Form of Lock-up Agreement

S-1/A (Exhibit 10.119)

Equity Distribution Agreement with Maxim dated April 1, 2025

Form S-3 (Exhibit 10.1)

Forbearance Agreement with Streeterville Capital, LLC

Form 10-Q (Exhibit 10.1)

Agreement between Company and Messrs.

Equels and Rodino dated April 1, 2025

Form 10-Q (Exhibit 10.1)

Lease extension for Riverton office

Form 10-Q (Exhibit 10.3)

Streeterville Extension Agreement

Filed herewith

Insider Trading Policy

Form 10-K (Exhibit 19.1)

List of Subsidiaries

10-K (Exhibit 21.1)

Consent of BDO USA, P.C.

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

Company Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual report on Form 10-K (No.

001-27072) for the year ended December 31, 2023).

following materials from AIM’ Annual Report on Form 10-K for the year ended December 31, 2024, formatted in eXtensible Business

Reporting Language (“XBRL”):

(i) the Consolidated Statements of Income;

(ii) the Consolidated Balance

(iii) the Consolidated Statements of Cash Flows;

and (iv) Notes to Consolidated Financial Statements.

confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because

the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

Company Clawback Policy

10-K (Exhibit 97.1)

Filing Fee Table

S-1 (Exhibit 107)

* Indicates management contract or compensatory plan

or arrangement.

+ Schedules and exhibits to this Exhibit have been

omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit

to the SEC upon request.

† A portion of this Exhibit has been omitted as it contains information that (i) is not material and (ii)

would be competitively harmful if publicly disclosed.

Financial Statement Schedules

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Executive Officer & President,

March 27, 2026

William Mitchell

Robert Dickey IV

March 27, 2026

Robert Dickey IV E

Financial Officer

March 27, 2026

David Chemerow

Nancy Bryan E

March 27, 2026

David Chemerow

March 27, 2026

IMMUNOTECH INC.

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Consolidated Statements of Operations for each of the years in the two-year period ended December 31, 2025

Statements of Changes in Stockholders’ (Deficit) Equity for each of the years in the two-year period ended December 31,

Consolidated Statements of Changes in Stockholders’ Deficit for each of the years in the two-year period ended December 31, 2025

Consolidated Statements of Cash Flows for each of the years in the two-year period ended December 31, 2025

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(the “Company”) as of December 31, 2025

and 2023, the related consolidated statements of operations, stockholders’ (deficit) equity, and cash flows for each of the two

years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company

at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December

31, 2024, in conformity with accounting principles generally accepted in the United States of America.

and 2024, the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of

the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial

statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position

of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period

ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Concern Uncertainty

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

in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency

that raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are

also described in Note 1.

The consolidated financial statements do not include any adjustments that might result from the outcome of

this uncertainty.

discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and net cash

used on operating activities and has a net capital deficiency that raise substantial doubt about its ability to continue as a going

Management’s plans in regard to these matters are also described in Note 1.

The consolidated financial statements do

not include any adjustments that might result from the outcome of this uncertainty.

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

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We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

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material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,

and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the

accounts or disclosures to which they relate.

communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as

a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters

or on the accounts or disclosures to which they relate.

and Development Costs

described in Notes 5 and 8 to the consolidated financial statements, the Company entered into research, consulting and supply agreements

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

recorded research and development costs of approximately $6.2 million for the year ended December 31, 2024, and accrued clinical trial

expenses of approximately $0.1 million at December 31, 2024.

The identification of research and development costs involves reviewing

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

performed, and corroborating the level of service performed and the associated cost incurred for the service when the Company has not

yet been invoiced or otherwise notified of actual expenses.

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

third party service providers to perform research and development activities on therapeutics, including clinical trials.

recorded research and development costs of approximately $3.9 million for the year ended December 31, 2025.

The identification of research

and development costs involves reviewing open contracts and purchase orders, communicating with applicable company and third-party personnel

to identify services that have been performed, and corroborating the level of service performed and the associated cost incurred for

the service when the Company has not yet been invoiced or otherwise notified of actual expenses.

identified the recognition of research and development costs as a critical audit matter.

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

research and development costs on a sample basis, which included tracing relevant information

to certain underlying agreements, purchase orders, and invoices received.

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

● Testing research

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

and invoices received.

● Confirming certain

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

Classification

of Class A & B Common Warrants

described in Note 7 to the financial statements, the Company entered into a securities purchase agreement to complete an offering with

a single accredited investor (the “Purchaser”), pursuant to which the Company will issue to the Purchaser, (i) in a registered

direct offering, 5,640,958 shares of the Company’s common stock, par value $0.001 per share and (ii) in a concurrent

private placement, the Company will issue to the Purchaser Class A common warrants to purchase an aggregate of up to 5,640,958 shares

of its common stock (the “A Warrants”) at an exercise price of $0.363 per share and Class B common warrants to purchase

an aggregate of up to 5,640,958 shares of its common stock (the “B “Warrants” and, along with the A Warrants,

the “Class A & B Common Warrants”) at an exercise price of $0.363 per share.

identified the evaluation of the financial statement classification for the Class A & B Common Warrants as a critical audit mater.

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

of accounting complexities related to certain provisions of the warrant agreement, including volatility.

of Class E & F Common Warrants

described in Note 7 to the consolidated financial statements, the Company closed a public offering of an aggregate of 2,000,000 shares

of its 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 will have an exercise price of $4.00 per share and were exercisable immediately

upon issuance.

The Company determined the Class E and F warrants were classified as a liability on the Company’s balance sheet.

identified the evaluation of the financial statement classification for the Class E & F Common Warrants (the “Common Warrants”)

as a critical audit mater.

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

relating to the existence of accounting complexities related to certain provisions of the warrant agreement, including the potential

for the Company to issue additional stock under certain circumstances, as defined by the warrant agreement.

Auditing these elements involved

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and (ii) assessing the appropriateness of conclusions reached by the Company.

of Common Warrants

addition to the Class A & B Common Warrants described above, and as described in Note 7 to the financial statements, Company entered

into a Purchase Agreement with the Selling Stockholder as Purchaser, pursuant to which the Company issued to the Selling Stockholder,

(i) in a registered direct offering, 4,653,036 shares of Common Stock (“Shares”) and (ii) in the concurrent Private Placement,

Class C and Class D Warrants, each to purchase an aggregate of up to 4,653,036 Shares (the “Common Warrant Shares”) each

with an exercise price of $0.28.

The Class C and Class D Warrants together, hereinafter the “Common Warrants”.

price for Shares in the registered direct offering was $0.27 per Share.

identified the valuation of the Class A & B Common Warrants, and Class C & D Common Warrants (the “Common Warrants”)

as a critical audit matter.

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

relating to the valuation of the Common Warrants involved a high degree of auditor effort to address this matter.

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

the accuracy of the source data used by management in the valuation by comparing it to the

securities purchase agreement and share price;

personnel with specialized knowledge and skills in valuation to assist in:

(i) assessing

the appropriateness of the methodology used in estimating the fair value of the common warrants;

(ii) evaluating the reasonableness of the fair value and assumptions used to calculate the

fair value of the common warrants, including the volatility;

and (iii) testing the mathematical

accuracy of the Company’s model.

BDO USA, P.C.

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Marketable securities

Funds receivable from New Jersey net operating loss

Other receivable

Prepaid expenses and other current assets

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Patent and trademark rights, net

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

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Accrued expenses

Current portion of operating lease liability

Current portion of note payable, net

Current operating lease liability

Current note payable, net

Total current liabilities

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Operating lease liability

Long-term note payable

Warrant liability

Total liabilities

Commitments and contingencies (Notes 7, 8, 10)

Stockholders’ (deficit) equity:

Stockholders’ deficit:

Series A Junior Participating Preferred Stock, $ 0.01 par value, 4,000,000 shares authorized as of December 31, 2025 and 2024;

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

no shares and 689 issued and outstanding as of December 31, 2024 and 2023, respectively

as of December 31, 2025 and 2024;

issued and outstanding - none

Preferred Stock, Value

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Accumulated deficit

Total stockholders’ (deficit) equity

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

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Interest expense

Gain on sale of fixed assets

Issuance cost

Loss on warrant issuance

(Loss) gain from sale of income tax operating losses

Change in fair value of warrants

Loss from sale of income tax operating losses

Basic and diluted loss per share

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AND SUBSIDIARIES

Statements of Changes in Stockholders’ (Deficit) Equity

Statements of Changes in Stockholders’ Deficit

thousands except share data)

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Common stock issuance, net of costs

Cashless exercise of warrants

Adjustment for fractional shares

Issuance of warrants

Issuance of pre-funded warrants

Equity-based compensation

Repayment of Debt with Shares

Series B preferred shares expired

Balance December 31, 2025

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Stockholders’

Equity (Deficit)

Balance December 31, 2023

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Common stock issuance, net of costs

Cashless exercise of warrants

Issuance of warrants

Equity-based compensation

Series B preferred shares converted to common shares

Repayment of Debt with Shares

Series B preferred shares expired

Balance December 31, 2024

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Depreciation of property and equipment

Gain on sale of fixed assets

Abandonment and expiration of patents and trademark rights

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Equity-based compensation

Non-cash gain on settlement of liability

Loss on issuance of warrants

Loss (gain) on sale of marketable securities

Loss on fair value of warrants

Change in fair value of warrants

Change in assets and liabilities:

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Accounts payable

Other receivable

Accrued expenses

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Cash flows from investing activities:

Proceeds from sale of marketable investments

Purchase of marketable investments

Proceeds from sale of marketable securities

Purchase of marketable securities

Purchase of property and equipment

Proceeds from sale of property and equipment

Purchase of patent and trademark rights

Net cash provided by (used in) by investing activities

Net cash provided by investing activities

Cash flows from financing activities:

Proceeds from sale of stock, net of issuance costs

Proceeds from issuance of liability warrants

Proceeds from issuance of common stock, net of issuance costs

Repayment of debt obligation

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Net cash provided by financing activities

Net decrease in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of year

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Operating lease liability arising from obtaining right of use asset

Cash paid for interest

accompanying notes to consolidated financial statements.

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TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Description of Business and Basis of Presentation

(1) Description

of Business and Basis of Presentation

ImmunoTech Inc.

and its subsidiaries (collectively, “AIM”, “Company”, “we” or “us”) are

an immuno-pharma company headquartered in Ocala, Florida, focused on the research and development of therapeutics to treat multiple types

of cancers, viral diseases and immune-deficiency disorders.

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.

flagship products are Ampligen (rintatolimod) and Alferon N Injection (Interferon alfa).

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”).

Company is currently proceeding primarily in four areas:

and its subsidiaries are an immuno-pharma company headquartered in Ocala, Florida, and focused

on development of Ampligen for the treatment of late-stage pancreatic cancer.

The Company has

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.

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

The Company’s research and development

of Ampligen has included a variety of diseases and health matters:

clinical trials to evaluate the efficacy and safety of Ampligen for the treatment of pancreatic

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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.

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

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

The Company intends that priority clinical work

be conducted in trials authorized by the FDA or European Medicines Agency (“EMA”), which trials support a potential future

However, AIM’s antiviral experimentation is designed to accumulate additional preliminary data supporting their hypothesis

that Ampligen is a powerful, broad-spectrum prophylaxis and early-onset therapeutic that may confer enhanced immunity and cross-protection.

Accordingly, AIM will conduct antiviral programs in those venues most readily available and able to generate valid proof-of-concept data,

including foreign venues.

have recently announced that we have engaged Amarex Clinical Research (“Amarex”), our Clinical Research Organization, with

the application and eventual management of a follow-up Investigational New Drug (“IND”) application for the study of a potential

avian influenza combination therapy of our Ampligen and AstraZeneca’s FluMist, a nasal spray vaccine that helps prevent seasonal

We are seeking collaborative grants from government and industry to defray the cost of the study.

In addition, we recently

announced that the Erasmus Medical Center Safety Committee grants approval to proceed with a Phase 2 Study of Ampligen and Imfinzi as

a potential combination therapy for late-stage pancreatic cancer.

business plan requires one or more Contract Manufacturing Organizations (“CMO”) to produce Ampligen and its Active Pharmaceutical

Ingredients (APIs).

This includes utilizing Jubilant HollisterStier and Sterling for the manufacture of Ampligen and our Poly I and Poly

C12U polynucleotides, respectively.

the opinion of management, all adjustments necessary for a fair presentation of its consolidated financial statements have been included.

Such adjustments consist of normal recurring items.

Interim results are not necessarily indicative of results for a full year.

Ampligen as a vaccine adjuvant in the combination of Ampligen and AstraZeneca’s FluMist

as an intranasal vaccine for influenza, including avian influenza.

clinical success as to safety and efficacy in our pancreatic cancer Early Access Program and an ongoing Phase 2 trial, AIM has made

the business decision to focus its efforts on the development of Ampligen for the treatment of late-stage pancreatic cancer, as we

believe that – of all the opportunities a wide-spectrum therapeutic such as Ampligen has – pancreatic is the path that

will potentially lead to the most lucrative outcome.

Even though Ampligen showed positive safety and efficacy in trials involving

other solid tumor types, we believe that pancreatic cancer presents the best business opportunity.

Pancreatic cancer killed more

than 100,000 people in the American and European Union markets and more than 450,000 people worldwide as recently as 2022.

looks at the global health problem of pancreatic cancer, we see a large market in an unmet medical need and with relatively little

clinical competition.

This large unmet market is enhanced by our intellectual property program.

Here we have a well-developed

pancreatic cancer program with broad combination therapy patents in the United States, Japan and Europe, as well as market

exclusivity provided by orphan drug designations in the United States and the European Union.

Oncology is one of the areas of biotech known for multibillion-dollar mergers and acquisitions deals – large-market

Phase 3 oncology clinical trials with positive data are always a focus for acquisition.

AIM strongly believes that such a Phase 3 study

will be possible following the ongoing Phase 2 clinical study evaluating Ampligen in combination with AstraZeneca’s anti-PD-L1 immune

checkpoint inhibitor Imfinzi (durvalumab) in the treatment of metastatic pancreatic cancer patients with stable disease post-FOLFIRINOX

standard of care (the “DURIPANC” study).

The DURIPANC study is an investigator-initiated, exploratory, open-label, single-center

study expected to enroll up to 25 subjects in the Phase 2 portion.

The primary objective of the study is the clinical benefit rate of

the combination therapy.

The secondary/exploratory objectives include assessing overall survival and progression-free survival;

immune-monitoring using available tissue biopsies and peripheral immune profiling;

and assessing quality of life.

Eighteen patients have

been enrolled in the study.

According to the Erasmus MC Cancer Institute, the promising progression-free survival and overall survival

seen in Phase 1 of the study – which we believe supported advancement to the ongoing Phase 2 portion of the study – continue

to be seen and that enrollment is ongoing.

Erasmus MC expects that detailed data will be published later this year.

According to Erasmus

MC, there has also been no significant toxicity – an encouraging safety profile for a post-chemo setting – and Ampligen subjects

are consistently reporting “high quality of life” during treatment.

2026, the Company announced an agreement with the PPD clinical research business of Thermo Fisher Scientific to design AIM’s anticipated

Phase 3 clinical trial in the use of Ampligen in the treatment of late-stage pancreatic cancer.

Thermo Fisher Scientific Inc.

leader in scientific progress.

of Preparation and Consolidation

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accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements

are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

The going concern

basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued

and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

to the requirements of the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”)

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to provide the necessary funding to meet our obligations as they become due.

The Company has suffered losses from operations and net

The Company has incurred losses from operations and net

cash used on operating activities for the year ended December 31, 2025, and has a working capital deficit as of December 31, 2025.

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the conditions, and the significance of these conditions related to the Company’s ability to meet its obligations.

If the Company is unable to implement sufficient mitigation efforts,

the Company may be forced to limit its business activities or be unable to continue as a going concern, which would have a material adverse

effect on its results of operations and financial condition.

(2) Summary of Significant Accounting Policies

If the Company

is unable to implement sufficient mitigation efforts, the Company may be forced to limit its business activities or be unable to continue

as a going concern, which would have a material adverse effect on its results of operations and financial condition.

The Company’s management

has disclosed its mitigating plans in its recent filing with the NYSE.

These plans primarily consist of raising capital through its issuance

of securities and exercises of existing warrants.

Additionally, compliance with the NYSE minimum stockholders’ equity requirement

will be partially accomplished through the reclassification of the warrant liability into stockholders’ equity during the first

quarter of 2026.

of Significant Accounting Policies

Cash and Cash Equivalents

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Marketable Securities

Company’s marketable investments consist solely of mutual funds.

We determine realized gains and losses for marketable investments

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

or comparable prices are available.

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

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

Company’s marketable securities consist solely of mutual funds.

We determine realized

gains and losses for marketable securities using the specific identification method and measure the fair value of our marketable securities

using a market approach where identical or comparable prices are available.

If quoted market prices are not available, fair values of

investments are determined using prices from a pricing service, pricing models, quoted prices of investments with similar characteristics

or discounted cash flow models.

Property and Equipment, net

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change to the Company’s tax positions as they have not paid any corporate income taxes due to operating losses.

With the exception

of net operating losses generated in New Jersey, all tax benefits will likely not be recognized due to the substantial net operating

loss carryforwards which will most likely not be realized prior to expiration.

With no tax due for the foreseeable future, the Company

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

Any tax benefits

will likely not be recognized due to the substantial net operating loss carryforwards which will most likely not be realized prior to

With no tax due for the foreseeable future, the Company has determined that a policy to determine the accounting for interest

or penalties related to the payment of tax is not necessary at this time.

Recent Accounting Standards and Pronouncements

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the fiscal year ended December 31, 2025, the Company adopted the following ASUs:

2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures, which

improves segment disclosure requirements, primarily through enhanced disclosure requirements for

significant segment expenses.

The improved disclosure requirements apply to all public entities that are required to

report segment information, including those with only one reportable segment.

The Company adopted the guidance in the

fiscal year beginning January 1, 2024 and there was no impact on the Company’s reportable segments identified.

Refer to additional

required disclosures in Note 17.

March 2024, the FASB issued ASU 2024-01, Compensation – Stock Compensation.

This update clarifies the scope of share-based

compensation guidance in ASC 718 regarding profits interest awards.

The adoption of this standard did not have a material impact on the

Company’s financial position or results of operations.

March 2024, the FASB issued ASU 2024-02, Codification Improvements-Amendments to Remove References to the Concepts Standards.

update removes outdated references to the FASB’s Conceptual Framework across multiple topics.

The adoption of this standard did

not impact the Company’s financial statements.

2025-05, Financial Instruments- Credit Losses (Topic 326):

Measurements of Credit Losses of Accounts Receivable and Contract Asset;

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements, and

2025-12, Codification Improvements .

Company adopted these standards effective January 1, 2025.

The adoption of these standards did not have a material impact on the Company’s

consolidated financial statements.

recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company’s

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

Equivalent Common shares, consisting of 20,587,988 and 3,523,949 of stock options and warrants, are excluded from the calculation of

diluted net loss per share for the years ended December 31, 2024 and 2023, respectively, since their effect is antidilutive due to the

net loss of the Company.

Equivalent Common shares, consisting of 4,305,880 and 205,880 of stock options and warrants, are excluded from the calculation of diluted

net loss per share for the years ended December 31, 2025 and 2024, respectively, since their effect is antidilutive due to the net loss

of the Company.

Long-Lived Assets

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

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

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

assets are considered a non-financial asset and are recorded at fair value only if an impairment charge is recognized.

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basis over the associated lease term.

lease term is defined as the non-cancelable period of the lease, plus any options to extend or terminate the lease when it is reasonably

certain that the Company will exercise the option.

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

of lease payments.

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

to as executory costs, are also included in lease payments if they are fixed.

The fixed portion of these payments are included in the

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

lease term is defined as the non-cancelable period of the lease, plus any options to extend or terminate the lease when it is

reasonably certain that the Company will exercise the option.

The Company has elected to include both lease and non-lease components

in the determination of lease payments.

Payments made to a lessor for items such as taxes, insurance, common area maintenance, or

other costs commonly referred to as executory costs, are also included in lease payments if they are fixed.

The fixed portion of

these payments are included in the calculation of the lease liability, while any variable portion is recognized as variable lease

expenses as incurred.

Company has elected not to recognize right of use assets and lease obligations for its short-term leases, which are defined as leases

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Segment Reporting

The Company manages the business

activities on a consolidated basis and operates in one reportable segment, which is the research and development of potential therapeutics

for cancers, viruses and autoimmune disorders.

As the Company has one reportable segment, research and development, and general and

administrative expenses are equal to consolidated results.

Financial results for the Company’s reportable segment have been

prepared using a management approach, which is consistent with the basis and manner in which financial information is evaluated by the

Company’s Chief Operating Decision Maker (“CODM”) in allocating resources and in assessing performance.

The Company’s

CODM is the Chief Executive Officer.

Actual financial results used by the CODM to assess performance and allocate resources, as well as

strategic decisions related to headcount and other expenditures, are reviewed on a consolidated basis.

(3) Marketable Securities

Company manages the business activities on a consolidated basis and operates in one reportable segment, which is the research and development

of potential therapeutics for cancers, viruses and autoimmune disorders.

As the Company has one reportable segment, research and development,

general and administrative expenses are equal to consolidated results.

Financial results for the Company’s reportable segment have

been prepared using a management approach, which is consistent with the basis and manner in which financial information is evaluated

by the Company’s Chief Operating Decision Maker (“CODM”) in allocating resources and in assessing performance.

Company’s CODM is the Chief Executive Officer.

Actual financial results used by the CODM to assess performance and allocate resources,

as well as strategic decisions related to headcount and other expenditures, are reviewed on a consolidated basis.

(n) Contingencies

Because litigation is inherently

unpredictable, assessing contingencies related to litigation is a complex process involving highly subjective judgment about potential

outcomes of future events.

When evaluating litigation contingencies, the Company may be unable to provide a meaningful estimate due to

a number of factors, including the procedural status of the matter in question, the availability of appellate remedies, insurance coverage

related to the claim or claims in question, the presence of complex or novel legal theories, and the ongoing discovery and development

of information important to the matter.

In addition, damage amounts claimed in litigation against the Company may be unsupported, exaggerated,

or unrelated to possible outcomes, and as such are not meaningful indicators of the Company’s potential liability or financial exposure.

Accordingly, the Company reviews the adequacy of accruals and disclosures each quarter in consultation with legal counsel, and it assesses

the probability and range of possible losses associated with contingencies for potential accrual in the consolidated financial

However, the ultimate resolution of litigated claims may differ from the Company current estimates.

In the normal course of business,

there are various claims in process, matters in litigation, and other contingencies, certain of which are covered by insurance policies.

When a loss is probable, we record an accrual based on the reasonably estimable loss or range of loss.

We do not record liabilities for

reasonably possible loss contingencies but do disclose a range of reasonably possible losses if they are material and we are able to estimate

such a range.

If we cannot provide a range of reasonably possible losses, we explain the factors that prevent us from determining such

Historically, adjustments to our estimates have not been material.

While it is not possible to predict the outcome of these suits,

legal proceedings, and claims with certainty, management is of the opinion that adequate provision for potential losses associated with

these matters has been made in the financial statements and that the ultimate resolution of any one of these matters will not have a material

adverse effect on the Company’s financial position and results of operations.

A significant increase in the number of these claims,

or one or more successful claims resulting in greater liabilities than the Company currently anticipates, could materially and adversely

affect the Company’s business, financial condition, results of operations, and cash flows.

(3) Marketable

securities consist of mutual funds.

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of the fair value measurements standard (See Note 15:

Fair Value ).

At December 31, 2025, and December 31, 2024, the Company held $ 62,000

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Funds classified as available for sale consisted of $ 62,000 at December 31, 2025.

The net loss recognized for the year ended December

The net gain recognized for the year ended December

31, 2025, on equity securities was $ 17,000 .

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Funds classified as available for sale consisted of $ 2,276,000 at December 31, 2024.

The net gain recognized for the year ended December

The net loss recognized for the year ended December

31, 2024, on equity securities was ($ 93,000 ) .

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held was $ 570,000 .

(4) Patents and Trademark Rights, Net

and Trademark Rights, Net

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

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Net amortizable patents and trademarks rights

and trademark rights acquisitions, abandonments and amortization:

and trademark rights acquisitions, abandonments and amortization (in thousands):

of Changes in Patents, Trademark Rights

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Year Ending December 31,

(5) Accrued Expenses

expenses at December 31, 2024 and 2023 consist of the following:

expenses consist of the following:

of Accrued Expenses

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Other expenses

(6) Unsecured Promissory Note

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

(6) Unsecured

Promissory Note

the years ended 2025 and 2024 the Company entered into three separate agreements with Streeterville Capital LLC (“Streeterville”

or the “Lender”).

The terms of the agreements are described below:

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

(“Streeterville” or the “Lender”).

Under the terms of the agreement, Streeterville paid the Company $ 2,500,000

in exchange for an unsecured promissory Note with an Original Issue Discount of $ 781,250 .

The Company will pay $ 3,301,250

consisting of the principal amount of the Note, together with the original issue discount and $ 20,000

of lender transaction fees, no later than February 16, 2026.

The stated interest rate of the note is 10 %.

Subsequent to December 31, 2025, an amendment to Promissory Note was entered into as of March 10, 2026, by and between

Streeterville, and the Company.

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.

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

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

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

the year ended December 31, 2025, the Company entered into agreements with the Lender to settle a portion of its outstanding loan

obligation in the amount of $ 700,000

through the issuance of 170,353

shares of common stock, rather than cash payment.

This exchange was completed pursuant to the terms of the loan agreement, which

allows for the settlement of debt through stock issuance under certain conditions.

Subsequent to December 31, 2025, the Company

entered into agreements with the Lender to settle a portion of its outstanding loan obligation in the amount of $ 400,000

through the issuance of 364,084

shares of common stock, rather than cash payment.

June 30, 2025, the Company (“Borrower”) entered into a Note and Note Purchase Agreement with Streeterville Capital LLC (“Streeterville”

or the “Lender”).

Under the terms of the agreements, Streeterville paid the Company $ 250,000 in exchange for an unsecured

promissory Note with an Original Issue Discount of $ 50,000 .

The Note required the Company to pay $ 310,000 consisting of the principal

amount of the Note, together with the original issue discount and $ 10,000 of lender transaction fees, no later than October 28, 2025.

On August 12, 2025, the Company repaid the note in full.

November 18, 2025, the Company (“Borrower”) entered into a Note Purchase Agreement with Streeterville Capital LLC (“Streeterville”

or the “Lender”).

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

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

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

Note, together with the original issue discount and $ 20,000 of lender transaction fees, no later than November 18, 2027.

The stated interest

rate of the note is 10 %.

There was no debt at December 31, 2023.

agreement allows the Lender to redeem up to $250,000 per calendar month beginning in May 2026, upon providing written notice to Borrower.

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

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

and charges associated with these notes is summarized below:

schedules at December 31, 2025, were as follows (in thousands)

Schedule of Long Term Debt

Debt schedule at December 31, 2024 (in thousands)

Long-term debt

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Unamortized Financing fees

Unamortized discount and

debt issuance costs

Unamortized discount and debt issuance costs

Less current portion of long-term debt, net

Long-term debt, net

Future maturities for long-term debt as of December 31, 2024 were as follows:

(in thousands)

maturities for long-term debt as of December 31, 2025, were as follows (in thousands):

Schedule of Maturities of Long-Term Debt

Fiscal years ending December 31:

expense related to long-term debt was $ 292,000 at December 31, 2024.

Amortization expenses related to long-term debt was $ 302,000 at

December 31, 2024.

This consisted of $ 293,000 in original issue discount and $ 9,000 for loan fee amortization.

Future maturities of long-term

debt at December 31, 2024 were $ 2,807,000 for fiscal years ending December 31, 2025.

portion of long-term debt of approximately $ 2,807,000 is net of the current portion of debt discount of approximately $ 489,000 and the

current portion of debt origination costs of approximately $ 11,000 as of December 31, 2024.

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

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

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

(7) Stockholders’ Equity

Current portion of debt discount

Current portion of origination costs

schedules at December 31, 2024 were as follows (in thousands):

Long-term debt

Unamortized Original issue discount

Unamortized Financing fees

Unamortized discount and debt issuance costs

Less current portion of long-term debt, net

Long-term debt, net

maturities for long-term debt as of December 31, 2024 were as follows (in thousands):

Fiscal years ending December 31:

Current portion of debt discount

Current portion of origination costs

and other charges related to the Streeterville notes were as follows (in thousands):

Schedule of Interest and

Other Charges

Year ended December 31, 2025

Original issue discount amortization

Total interest charges

Loan fee amortization

Year ended December 31, 2024

Original issue discount amortization

Total interest charges

Loan fee amortization

(7) Stockholders’

Preferred Stock

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

As of December 31, 2024, 689 shares of Series B Convertible

At December 31, 2024, 689 shares of Series B Convertible

Preferred Stock had expired, and none were converted prior to expiration.

At December 31, 2025 the Company had no shares of Series B Convertible Preferred Stock outstanding.

Common Stock and Equity Finances

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

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

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

the Company’s Supplemental Listing Application.

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

The latest plan was approved by the Board on March 6, 2025 and expires in May 2025.

Recently, the procedure for purchases under the plan changed.

Now, any time an officer or employee purchases stock from the

Company under the plan, that person must file a SLAP with the Exchange and the purchase cannot be effected until the Exchange accepts

the year ended December 31, 2025, the Company issued a total of 42,171 shares of its common stock at a price ranging from $ 2.54 to $ 12.00

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of (i) 17,405 shares of common stock;

(ii) pre-funded warrants exercisable for 7,148,310 shares of common stock (the “Pre-funded

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

In conjunction with the Offering, we issued a Representative’s

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

(ii) pre-funded warrants exercisable for 71,483 shares of common stock (the “Pre-funded Warrants”),

and (iii) warrants to purchase up to an aggregate of 88,888 shares of common stock (the “Warrants”).

In conjunction with

the Offering, we issued a Representative’s Warrant

to purchase up to an aggregate of 2,666 shares of common stock (the “Representative’s Warrant”) .

The shares of common stock and Warrants were sold at a combined Offering price of $ 0.90 , less underwriting discounts and commissions.

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$ 7,200,000 .

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

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

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

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

During the year ended December 31 , 2020, 18,700 of the Pre-funded Warrants were

exercised and 88,739 Warrants were exercised.

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

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

These warrants were exercised on March 31, 2020 and an aggregate of 2,666

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

modification.

the year ended December 31, 2024, 205,000 warrants were exercised, and 5,830,028 warrants expired unexercised.

No warrants were exercised

during the year ended December 31, 2023.

At December 31, 2024 there were no warrants outstanding and December 31, 2023 there were 15,000

warrants outstanding.

shares were issued upon exercise of this warrant for gross proceeds of approximately $ 264,000 and a $ 46,000 expense for the warrant modification.

the year December 31, 2024, 2,050 warrants were exercised, and 58,300 warrants expired unexercised.

As of December 31, 2025, and December

31, 2024, there were no warrants outstanding related to the Rights Offering.

Distribution Agreement

April 19, 2023, we entered into an Equity Distribution Agreement (the “EDA”), with Maxim, pursuant to which we may sell from

time to time, shares of our common stock having an aggregate offering price of up to $ 8.5 million through Maxim, as agent.

was subsequently reduced from $ 8.5 million to $ 3.1 million.

April 19, 2023, the Company entered into an Equity Distribution Agreement (the “EDA”), with Maxim, pursuant to which it may

sell from time to time, shares of its common stock having an aggregate offering price of up to $ 8,500,000 through Maxim, as agent.

amount was subsequently reduced from $ 8,500,000 to $ 3,100,000 .

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

Under the terms of the Distribution Agreement, Maxim is entitled to a transaction fee at a fixed rate of 3.0 % of the gross sales price

of shares sold under the EDA.

For the year ended December 31, 2024, we sold 1,395,612 shares under the EDA for total gross proceeds of

approximately $ 649,916 , which includes a 3.0 % fee to Maxim of $ 19,497 .

During the year ended December 31, 2023, we sold 598,114 shares

under the EDA for total gross proceeds of approximately $ 344,000 , which includes a 3.0 % fee to Maxim of $ 10,326 .

Subsequent to December

31, 2024, the Company has sold 1,119,106 shares under the EDA for total gross proceeds of approximately $ 259,800 , which includes a 3.0 %

fee to Maxim of approximately $ 7,800 .

Under the terms of the EDA, Maxim is entitled to a transaction fee at a fixed rate of 3.0 % of the gross sales price of shares sold under

For the year ended December 31, 2024, the Company sold 13,956 shares under the EDA for total gross proceeds of approximately

$ 649,916 , which includes a 3.0 % fee to Maxim of $ 19,497 .

For the year ended December 31, 2025, the Company sold 167,065 shares under

the EDA for total gross proceeds of approximately $ 485,202 , which includes a 3.0 % fee to Maxim of $ 14,556 .

April 1, 2025, the Company entered into a new EDA, with Maxim (the “Sales Agreement”) pursuant to which it may issue and

sell up to an aggregate of $ 3,000,000 shares of the Company’s common stock from time to time through Maxim acting as agent.

the terms of the Sales Agreement in no event will the Company, 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).

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

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

Company 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 the Company, if any, are not determinable at this

The Company has 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.

That prospectus

was filed on October 30, 2025.

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.

Purchase Agreement

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In April 2024, the Company filed a registration statement with the SEC on Form S-1 registering

a total of 9,975,000 shares for resale pursuant to the Atlas Agreements, consisting of 9,636,400 shares that can be sold by the Company

to Atlas and 338,600 shares that were issued to Atlas as Commitment Shares.

a total of 99,750 shares for resale pursuant to the Atlas Agreements, consisting of 96,364 shares that can be sold by the Company to

Atlas and 3,386 shares that were issued to Atlas as Commitment Shares.

The registration statement was declared effective on May 1, 2024.

As of December 31, 2024, a total of 759,685 shares have been issued pursuant to the purchase agreement for a total of approximately

At December 31, 2024, a total of 7,596 shares were issued pursuant to the purchase agreement for a total of approximately $ 128,000 after

clearing costs.

At December 31, 2025, a total of 30,829 shares were issued pursuant to the purchase agreement for a total of approximately

$ 398,000 after clearing costs.

Subsequent to December 31, 2024, a total of 3,082,961 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 December 31, 2025.

As of February 2025, the purchase agreement is no longer

Purchase Agreement

2024 Securities Purchase Agreement

May 31, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) to complete an offering

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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 5,640,958 shares of its common stock (the “A Warrants”) at an exercise

price of $ 0.363 per share and Class B common warrants to purchase an aggregate of up to 5,640,958 shares of its common stock (the “B

“Warrants” and, along with the A Warrants, the “Common Warrants”) at an exercise price of $ 0.363 per share.

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.

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, five years and six months and twenty-four months after the issuance date.

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 thereunder.

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”).

on February 4, 2022.

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.

following the issuance date, provided that the Company was able to utilize its at-the-market offering program with Maxim Group LLC (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.

exercise price of the Common Warrants, and the number of Common Warrant Shares, are subject to adjustment in the event of any stock dividend

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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 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

Group LLC acted as 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.

Company evaluated the Common Warrants under the guidance of ASC 480 – Distinguishing Liabilities from Equity and determined that

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Proceeds allocated to such warrants totaled approximately

$ 2.5 million.

$ 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.

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, 4,653,036 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 4,653,036

Shares (the “ Common Warrant

Shares”) each with an exercise price of $ 0.28 .

The Class C and Class D Warrants together, hereinafter the “Common Warrants”.

The purchase price for Shares in the

registered direct offering was $ 0.27 per

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

2024 Securities Purchase Agreement

September 30, 2024, the Company entered into a Purchase Agreement with the Purchaser in the May 2024 Securities Purchase Agreement as

Purchaser, pursuant to which the Company issued to the Purchaser, (i) in a registered direct offering, 46,530 shares of its 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.

Company 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 it.

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

The Class C Warrants and the Class D Warrants were not exercisable until December 3, 2024, and will expire, respectively,

twenty-four months and five years and six months after that date.

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

$ 2,500,000 .

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

related to this agreement.

Common Stock Options and Warrants

Stock Options

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

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

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

Initially, a maximum of 7,000,000 shares of common stock is reserved for

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

Unless sooner terminated, the 2018 Equity Incentive Plan

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

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

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

other key employees, non-employee Directors, consultants and advisors of the Company and its subsidiaries as the Board may select.

options awarded under the Plans may be exercisable at such times (not later than 10 years after the date of grant) and at such exercise

prices (not less than fair market value at the date of grant) as the Board may determine.

The Board may provide for options to become

immediately exercisable upon a “change in control”, which is defined in the Plans to occur upon any of the following events:

(a) the acquisition by any person or group, as beneficial owner, of 20% or more of the outstanding shares or the voting power of the

outstanding securities of the Company;

(b) either a majority of the Directors of the Company at the annual stockholders meeting has been

nominated other than by or at the direction of the incumbent Directors of the Board, or the incumbent Directors cease to constitute a

majority of the Company’s Board;

which the outstanding common stock of the Company no longer represents more than 50% of the combined entity after the transaction;

the Company’s stockholders approve a plan of complete liquidation or an agreement for the sale or disposition of all or substantially

all of the Company’s assets;

or (e) any other event or circumstance determined by the Company’s Board to affect control of

the Company and designated by resolution of the Board as a change in control.

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

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

The risk-free interest rate is based on U.S.

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

Incentive Plan”) authorizes the grant of (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock

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

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

After the 100:1 reverse

stock split which was effective on June 12, 2025, a maximum of 8,980 shares

of common stock were reserved for potential issuance pursuant to awards under the 2018 Equity Incentive Plan.

The number of shares

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

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

Company’s common stock (the “2018 Plan Evergreen Provision”).

The number of shares issuable under the 2018 Equity

Incentive Plan increased annually pursuant to the 2018 Plan Evergreen Provision.

On July 1, 2025, the number of shares of the

Company’s common stock available for grant and issuance under the 2018 Equity Incentive Plan increased by an additional 15,283 shares.

As a result of the 2018 Plan Evergreen Provisions, a maximum of 24,263 shares

of common stock is reserved for potential issuance pursuant to awards under the 2018 Equity Incentive Plan as of December 31, 2025.

Unless sooner terminated, the 2018 Equity Incentive Plan will continue in effect for a period of 10 years

from its effective date.

During the fiscal year ended December 31, 2018, the Board of Directors issued 270 options

to each employee, the officers and directors at the exercise price of $ 968 expiring

During the fiscal year ending December 31, 2019, 392 options

were issued to each of these officers with an exercise price of $ 968 for

a period of ten years with a vesting period of one

During the fiscal year ending December

31, 2020, 10,250 options

were issued to each of these officers and directors with an exercise price range of $ 185 to

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

During the fiscal year ending December

31, 2021, 6,135 options

were issued to officers, directors and consultants with an exercise price range of $ 111 to

a period of ten years with a vesting period of one

During the fiscal year ending December

31, 2022, 8,500 options

were issued to officers, directors and consultants with an exercise price range of $ 31 to

a period of ten years with a vesting period of one

During the fiscal year ending December

31, 2023, 4,000 options

were issued to officers with an exercise price of $ 46

to $ 47 for a period of ten years with a

vesting period of one

There were no options

issued during the fiscal year ending December 31, 2024, or during the year ended December 31, 2025.

As part of the Company’s

cash conservation strategy, the Company issued common stock as a substitute for cash salaries to certain executives and directors.

During the fiscal year ending December 31, 2024, there were 2,026 shares

issued related to the cash conservation program.

During the year ended December 31, 2025, there were 4,242 shares

issued related to the cash conservation program.

the year ended December 31, 2025 and 2024, we did not issue any options under the 2018 Equity Incentive Plan and all options pursuant

to employment agreements for certain executives were voluntarily waived.

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

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

The risk-free interest rate

is based on U.S.

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

The Company uses historical data to estimate

expected dividend yield, life and forfeiture rates.

The expected life of the options and equity warrants was estimated based on historical

option and equity warrant holders’ behavior and represents the period of time that options and equity warrants are expected to

be outstanding.

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

the year ended December 31, 2023, we issued a total of 400,000 options under the 2018 Equity Incentive Plan, effective September 12,

2018, which will continue in effect for a period of 10 years from its effective date.

the year ended December 31, 2024, we did not issue any options under the 2018 Equity Incentive Plan, However, pursuant to employment

agreements for certain executives, 400,000 options were deferred to assure that a sufficient number of shares are available under the

2018 Equity Incentive Plan should they be needed, in the Company opinion, to focus on the Company’s financial resources to further

its Ampligen R&D Activities, This deferral is in effect until the Company no longer needs the shares underlying the options reserved

from the shares available for issuance under the Plan, or the Company agrees otherwise.

During this deferral, the shares underlying the

options are still deemed reserved under the Plan.

Schedule of Options and Equity Estimated Based on Weighted Average Assumptions

Year Ended December 31,

Risk-free interest rate

Expected dividend yield

Expected life

Expected volatility

Weighted average grant date fair value for options issued

$0.43 per option for 400,000 options

exercise price of all stock options and equity warrants granted was equal to or greater than the fair market value of the underlying

common stock on the date of the grant.

The Company uses historical

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

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

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of Stock Option Activity

Outstanding, beginning of year

$ 13.20 - 2,127.84

Average Exercise Price

Outstanding, beginning

$ 1,320.00 - 212,784.00

Outstanding, end of year

$ 1,320.00 - 7,392.00

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$ 1,320.00 - 212,784.00

Weighted average remaining contractual life (years)

average remaining contractual life (years)

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

of Stock Option Activity

Outstanding, beginning of year

Average Exercise Price

Outstanding, beginning

$ 31.00 - 968.00

Outstanding, end of year

$ 41.00 - 968.00

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$ 31.00 - 968.00

Weighted average remaining contractual life (years)

Available for future grants

Weighted average remaining

contractual life (years)

for future grants

option activity during the years ended December 31, 2025, and 2024 is as follows:

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of Vested Stock Option Activity

Number of Options

Weighted Average Exercise Price

Weighted Average Remaining Contracted Term

Aggregate Intrinsic Value

Outstanding December 31, 2023

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weighted-average grant-date fair value of employee options vested during the year ended December 31, 2024 was approximately $ 172,000

for 366,667 options at $ 0.47 per option and during year ended December 31, 2023 was approximately $ 184,000 for 424,999 options at $ 0.43

options at $ 47.00

All options were vested at December 31, 2025.

stock option activity for employees:

of Unvested Stock Option Activity

Number of Options

Weighted Average Exercise Price

Average Remaining Contracted Term

Aggregate Intrinsic Value

Unvested December 31, 2023

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of Vested Stock Option Activity

Number of Options

Weighted Average Exercise Price

Weighted Average Remaining Contracted Term

Aggregate Intrinsic Value

Outstanding December 31, 2023

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weighted-average grant-date fair value of non-employee options vested during year 2024 was approximately $ 131,100 for 2,850 options

at $ 0.46 per option and during the year 2023 was approximately $ 90,000 for 191,666 options at $ 0.47 per option.

at $ 46.00 per option.

No options vested during the year 2025.

stock option activity for non-employees:

of Unvested Stock Option Activity

Number of Options

Weighted Average Exercise Price

Weighted Average Remaining Contracted Term

Aggregate Intrinsic Value

Unvested December 31, 2023

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Unvested December 31, 2025

compensation expense was approximately $ 686,000 and $ 243,000 for the years ended December 31, 2024 and 2023.

of December 31, 2024 all stock-based compensation cost related to options granted under the Equity Incentive Plans had been recognized.

As of December 31, 2023, there was $ 294,000 of unrecognized stock-based compensation cost related to options granted under the Equity

Incentive Plans.

Stock-based compensation related to options granted under the Equity Incentive Plans is recorded over the vesting period,

which is typically one year or upon reaching the agreed upon Company and/or individual performance milestones being met which is indefinite.

part of the Company’s cash conservation strategy, the Company issued common stock as a substitute for cash salaries to certain

executives and directors.

For the year ended December 31, 2025, stock issued as compensation totaled approximately $ 424,000 .

year ended December 31, 2024, stock issued as compensation totaled approximately $ 1,466,000 .

This compensation is included in the overall

equity-based compensation expense.

Stock Warrants

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”) 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.

On September 30, 2024, the Company

entered into a Purchase Agreement with the Purchaser in the May 2024 Securities Purchase Agreement as Purchaser, pursuant to which the

Company issued to the Purchaser, (i) in a registered direct offering, 46,530 shares of its 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

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

July 30, 2025, the Company announced closing a public offering of an aggregate of 2,000,000 shares of its 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 will have 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 as described in Accounting

Standards Codification 480.

Accordingly, as the warrants might require the Company to issue additional stock under certain circumstances,

a loss was recognized and the resulting computed value was classified as a liability on the Company’s balance sheet at December

further information, please refer to Note 15.

warrants are issued as needed by the Board of Directors and have no formal plan.

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

No warrants were granted in 2023.

regarding warrants outstanding and exercisable into shares of common stock is summarized below:

of Warrants Outstanding and Exercisable

Outstanding, beginning of year

Average Exercise Price

Outstanding, beginning

$ 28.00 - 36.30

$ 99.00 - 880.00

Outstanding, end of year

28.00 - 36.30

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( 1,001,000 )

$ 4.00 - 36.30

$ 28.00 - 36.30

$ 4.00 - 36.30

Weighted average remaining contractual life

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warrants are issued at the discretion of the Board.

During the year ended December 31, 2024, there were 20,587,988

warrants issued, 4,659

warrants were exercised and 147,501 warrants expired.

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

(8) Research, Consulting and Supply Agreements

The Company has entered into research,

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

clinical trials.

The identification of research and development costs involves reviewing open contracts and purchase orders, communicating

with applicable company and third-party personnel to identify services that have been performed, and corroborating the level of service

performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of actual

During the year ended December 31, 2025, there were 5,101,000 warrants issued and

1,001,000 were exercised.

During the year ended December 31, 2024, there were 205,880 warrants issued, 4,659 warrants were exercised

and 147,501 warrants expired.

(8) Research,

Consulting and Supply

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

activities on therapeutics, including clinical trials.

The identification of research and development costs involves reviewing open contracts

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

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

or otherwise notified of actual expenses.

The Company expenses these research and development costs when incurred.

the year ended December 31, 2024, research and development expenses were comprised of:

clinical studies ($ 2,627,000 ), manufacturing and

engineering ($ 1,116,000 ), quality control ($ 1,721,000 ) and regulatory ($ 733,000 ).

the year ended December 31, 2023, research and development expenses were comprised of:

clinical studies ($ 6,014,000 ), manufacturing and

engineering ($ 3,220,000 ), quality control ($ 1,271,000 ) and regulatory ($ 434,000 ).

of Research and Development Expenses

For year ended December 31,

(in thousands)

Clinical studies

Manufacturing & Engineering

Quality control

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

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LLC (“Amarex”).

During the years ended December 31, 2024 and 2023, the Company incurred approximately $ 1,047,800 and

$ 4,290,000 , respectively, related to these ongoing agreements:

During the year ended December 31, 2025 and 2024, the Company incurred approximately $ 365,000 and $ 1,047,800

(before applying credits), respectively, related to these ongoing agreements:

Cancer - In April 2022, AIM executed a work order with Amarex pursuant to which Amarex is

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AIM anticipates that the study will take approximately 4.6 years to

the year ended December 31, 2024, the Company incurred approximately $ 458,800 related to

this agreement.

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

this agreement.

Conditions - In September 2022, AIM executed a work order with Amarex, pursuant to which

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

pass-through costs of approximately $ 125,000 , investigator costs estimated at about $ 4,400,000

passthrough costs of approximately $ 125,000 , investigator costs estimated at about $ 4,400,000

and excludes certain other third-party costs and escalations.

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documentation (such as protocol amendments) which resulted in additional IND submissions

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

the year ended December 31, 2024, the Company incurred approximately $ 455,000 related to

this agreement.

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

this agreement.

The final subject completed the clinical trial in 2023.

The end of study close out

tasks continued into 2025.

Administrative and other

fees – The Company incurred $ 116,000 and $ 113,000 in administrative and other fees during the years ended December 31, 2025 and

2024, respectively.

incurred pursuant to the Amarex agreements were as follows (thousands):

For the year ended December 31,

Pancreatic Cancer

Post Covid Conditions

HollisterStier

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

In December 2023, Jubilant completed manufacturing of

9,042 vials of Ampligen for clinical use.

the year ended December 31, 2024, the Company incurred approximately $ 1,200 related to this

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

this agreement.

incurred pursuant to the Jubilant agreements were as follows (thousands):

For the year ended December 31,

Pharma Solutions

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

the year ended December 31, 2024, the Company incurred approximately $ 498,300 related to

this agreement.

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

this agreement.

incurred pursuant to the Sterling Pharma agreements were as follows (thousands):

For the year ended December 31,

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

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for immune monitoring in pancreatic cancer patients.

the year ended December 31, 2024, the Company incurred approximately $ 104,300 related to

this agreement.

the year ended December 31, 2023, the Company incurred approximately $ 100,000 related to

this agreement.

incurred pursuant to the Erasmus agreements were as follows (thousands):

For the year ended December 31,

Sales International

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

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

In exchange for its services, Azenova will receive a fixed monthly retainer of $ 30,000

per month in addition to 360,000

stock options that vest monthly.

In August 2024, an agreement was made to reduce the fixed monthly retainer fee to $ 10,000 .

This agreement was further adjusted to solely include specific services performed.

December 6, 2023, the Company issued to Azenova, LLC, an option to purchase up to three hundred and sixty thousand ( 360,000 ) shares of

our “Common Stock” at a price equal to $ 0.46 per share.

This Option was awarded pursuant to the Consulting Agreement dated

October 16, 2023 between the Company and Azenova, LLC.

On December 6, 2023, 180,000 options were transferred to Jeffrey Southerton and

180,000 options were transferred to Stacy J.

both transfers with an exercise price of $ 0.46 .

offers, sales and issuances of securities described above was deemed to be exempt from registration under the Securities Act in reliance

on either Section 4(a)(2) in that the issuance of securities to the accredited investors did not involve a public offering, or Rule 701

in that the transactions were under compensatory benefit plans and contracts relating to compensation as provided under Rule 701.

the year ended December 31, 2024, the Company incurred approximately $ 255,000 related to

this agreement.

the year ended December 31, 2023, the Company incurred approximately $ 75,500 related to this

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

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

for its services, Azenova received a monthly retainer of $ 30,000 in addition to 3,600 stock options that vest monthly.

The monthly retainer

was reduced to $ 10,000 in August 2024 and then changed again to payments based on hourly billing only.

incurred pursuant to the Azenova agreements were as follows (thousands):

For the year ended December 31,

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

3 unchanged sentences

in December 2023.

the year ended December 31, 2024, the Company incurred approximately $ 14,000 of lab services

the year ended December 31, 2023, the Company incurred approximately $ 64,500 of lab services

(9) 401(k) Plan

incurred pursuant to the Alcami agreements were as follows (thousands):

For the year ended December 31,

and development expenses

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

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Company’s matching contributions were approximately $ 110,700 and $ 167,000 , respectively

(10) Employment/Consulting Agreements

(10) Employment/Consulting

Company had contractual agreements with certain Named Executive Officers (“NEO”) in 2025 and 2024.

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base compensation which includes bonuses and stock issuances for these NEO under their respective contractual agreements for 2025,

(which takes into account amendments to these agreements effected in September 2024 ), and 2023 was $ 1,491,215

and 2024 (which takes into account amendments to these agreements effected in September 2024 for a one year period, voluntary deferral of some compensation, as well as voluntary waiver of bonus and option issuance in 2025 and 2024) was $ 1,216,753

and $ 1,491,215 ,

respectively.

As part of the Company’s cash conservation strategy, certain NEOs were issued common stock

in 2024 as a substitute for cash salaries.

As part of the Company’s cash conservation strategy, certain NEOs were issued common stock in 2024 as a

substitute for cash salaries.

For the year ended December 31, 2024, stock issued as payroll totaled $ 250,000 ,

which is included in the overall equity-based compensation expense.

There was no stock issued as payroll for the year ended

December 31, 2023.

There was no stock issued as payroll for the year ended December

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

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

years December 31, 2024 and 2023, there were no performance bonuses paid out.

For the year ended December 31, 2023, Officers’

bonuses were $ 450,000

and were deferred and paid in 2024.

An additional $ 50,000 was awarded retroactively in 2024 for 2023.

For the year ended December 31, 2024, Officers’ bonuses were electively waived by the

2024, the Company reserved equity compensation for later issuance to these Officers.

Company reserved 300,000 ten-year options to be issued at a later date for Thomas K.

Chief Executive Officer.

Company reserved 100,000 ten-year options to be issued at a later date for Peter Rodino,

Chief Operating Officer and General Counsel.

Company recorded stock compensation expense of approximately $ 156,600 during the year ended December 31, 2024 with regard to the 2023

issuances to Officers Equels and Rodino.

The Company did not record stock compensation expense for the 2024 reserved options.

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

Company granted 300,000 ten-year options to purchase common stock with an exercise price

of $ 0.47 per share to vest in one year to Thomas K.

Equels, Chief Executive Officer.

Company granted 100,000 ten-year options to purchase common stock with an exercise price

of $ 0.47 per share which vest in one year to Peter Rodino, Chief Operating Officer and General

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

to Officers Equels and Rodino.

years December 31, 2025, and 2024, there were no performance bonuses paid out and any performance bonuses that were earned were

voluntarily waived.

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

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Company’s leases have remaining lease terms between 9 and 20 months.

At December 31, 2024, the weighted-average remaining term

As of December 31, 2025, the weighted-average remaining term

was 20 months.

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The Company’s weighted average incremental

borrowing rate for its leases was 10.3 % at December 31, 2024 and 10 % at December 31, 2023.

borrowing rate for its leases was 10 % at December 31, 2025, and December 31, 2024.

minimum payments as of December 31, 2025, are as follows:

Schedule of Operating Lease Future Payments

Year Ending December 31, (in thousands)

Year Ending December 31,

(in thousands)

Less imputed interest

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The Company has approximately

$ 3,600,000 of Belgium net operating loss carryforwards with no expiration date to offset future taxable income In December 2023, the

Company effectively sold $ 14,156,000 of its New Jersey state net operating loss carryforward and $ 38,600 in R&D credits for the year

2022 for approximately $ 1,313,000 .

The company has fully utilized the maximum $ 20,000,000 allowance in proceeds received for the sale

of New Jersey net operating loss carryforwards and R&D credits as of December 31, 2023.

The utilization of certain state net operating

loss carryforwards may be subject to annual limitations.

With no tax due for the foreseeable future, the Company has determined that

a policy to determine the accounting for interest or penalties related to the payment of tax is not necessary at this time.

$ 3,600,000 of Belgium net operating loss carryforwards with no expiration date to offset future taxable income.

The utilization of certain

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

With no tax due for the foreseeable future, the Company

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

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

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to examination by major tax jurisdictions.

Income tax provision consists of the following:

Schedule of Income Tax Provision

Year Ended December 31, (in

Net Current Tax Provision

Deferred Tax Provision (Benefit)

Deferred Tax Provision / (Benefit)

Increase/(Decrease) in Valuation Allowance

Net Deferred Tax Provision / (Benefit)

Net Income Tax Expense / (Benefit)

tax payments during the year, net of refunds, are comprised of the following:

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

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

The Company’s 2023 net deferred tax asset estimates the projected sale of 2023 New Jersey state operating losses to be sold

in the subsequent year.

After further analysis, it was determined that the New Jersey state operating loss sales proceeds reached the

maximum $ 20 million allowed after the 2022 sale and a full valuation allowance was recorded in 2024 against all deferred tax assets.

2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.” This standard expands disclosures related

to income taxes specifically for the rate reconciliation and information on income taxes paid.

We adopted this standard

prospectively effective January 1, 2025.

The adoption of ASU 2023-09 did not result in any material changes to the consolidated

financial statements or income tax disclosures.

Reconciliation

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Pre Tax Book Loss

Income Tax Income

State Taxes net of federal tax benefit

Change in Valuation Allowances

Nontaxable or Nondeductible Items

Change in FV of Warrants

Nondeductible executive compensation under 162(m)

Meals and Entertainment

Mark to Market adjustment

Other Adjustments

Federal Provision to Return

State Rate Change

Mark to Market

R&D credit addback

Loss on Fair Value Warrants

Valuation Allowance

The Company files

tax returns in the U.S., Florida and New Jersey.

As of December 31, 2024, tax years for 2023, 2022, and 2021 are still subject

to examination by the tax authorities.

Stock Option Forfeitures

Company files tax returns in the U.S., Florida and New Jersey.

As of December 31, 2025, tax years for 2024, 2023, and 2022 are still

subject to examination by the tax authorities.

The Company is no longer subject to U.S.

federal or state examinations by tax authorities for years before

(13) Certain Relationships and Related Transactions

federal or state examinations by tax authorities

for years before 2022.

Relationships and Related Transactions

Company has an employment agreement with its NEOs and has granted its NEOs and directors options to purchase its common stock.

see details of these Employment Agreements in Note 10 Employment/Consulting Agreements.

(14) Concentrations of Risk

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

and investments.

The Company places its cash with high-quality financial institutions and, at times, such

amounts in non-interest-bearing accounts may be in excess of Federal Deposit Insurance Corporation insurance limits.

There were no

credit-based sales for 2024 and 2023.

(14) Concentrations

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

The Company places its cash with high-quality financial institutions and, at times, such amounts in non-interest-bearing

accounts may be in excess of Federal Deposit Insurance Corporation insurance limits.

There were no credit-based sales for 2025 and 2024.

are a limited number of suppliers in the United States and abroad available to provide the raw and packaging materials/reagents for use

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

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

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

The Company anticipates that additional

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

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

On December 22, 2020, it added Pharmaceutics

International Inc.

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

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

The contracts augment the Company’s

existing fill and finish capacity.

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

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

The costs and availability of products

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

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

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

(“Pii”) as a “Fill & Finish” provider to enhance the Company’s capacity to produce

the drug Ampligen.

This addition amplifies the Company’s manufacturing capability by providing redundancy and cost savings.

contracts augment the Company’s existing fill and finish capacity.

If the Company is unable to place adequate acceptable purchase

orders with Jubilant or Pii in the future at acceptable prices upon acceptable terms, it will need to find another manufacturer.

costs and availability of products and materials the Company would need for the production of Ampligen are subject to fluctuation depending

on a variety of factors beyond the Company’s control, including competitive factors, changes in technology, ownership of intellectual

property, FDA and other governmental regulations.

There can be no assurance that the Company will be able to obtain such products and

materials on terms acceptable to it or at all.

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

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

(15) Fair Value

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

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

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

the short-term maturities of these items and are considered a Level 1 instrument of the fair value measurements standard.

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

The fair value of the Class

A and Class B warrants (“June 2024 Warrants”) related to the Company’s June 2024 common stock and warrant issuance,

are calculated using a Monte Carlo Simulation.

The fair value of the Class C and Class D warrants (“October 2024 Warrants”)

related to the Company’s October 2024 common stock and warrant issuance, are calculated using a Monte Carlo Simulation.

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

to the short-term maturities of these items and are considered a Level 1 instrument of the fair value measurements standard.

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

The fair value of

the Class A and Class B warrants (“June 2024 Warrants”) related to the Company’s June 2024 common stock and

warrant issuance, are calculated using a Black-Scholes-Merton pricing model.

The fair value of the Class C and Class D warrants

(“October 2024 Warrants”) related to the Company’s October 2024 common stock and warrant issuance, are calculated

using a Black-Scholes-Merton pricing model.

The fair value of the Class E and Class F warrants (“August 2025 Warrants”)

related to the Company’s August 2025 common stock and warrant issuance, are calculated using a Black-Scholes-Merton pricing model.

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

No Fundamental Transaction occurred.

In March 2024, 205,000 of these warrants converted on a cashless basis and 5,830,028

Company estimated the fair value of the June 2024 Warrants using the Black-Scholes Model, which uses multiple inputs including the Company’s

In March 2024, 2,050 of these warrants converted on a cashless basis and the remaining 58,300

Company estimated the fair value of the June 2024 Warrants, October 2024 Warrants and August 2025 Warrants using the Black-Scholes-Merton pricing model, which uses multiple inputs including the Company’s

stock price, the exercise price of the warrant, volatility of the Company’s stock price, the risk-free interest rate and the expected

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of Assumptions to Estimate Fair Value of Warrants

June 30, 2024

Underlying price per share

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Company utilized the following assumptions to estimate the fair value of the Class B Warrants:

June 30, 2024

Underlying price per share

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Company utilized the following assumptions to estimate the fair value of the Class C Warrants:

October 1, 2025

Underlying price per share

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Company utilized the following assumptions to estimate the fair value of the Class D Warrants:

October 1, 2025

Underlying price per share

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Expected dividend yield

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

Warrant measurement input

Company utilized the following assumptions to estimate the fair value of the Class E Warrants:

July 30, 2025

December 31, 2025

Underlying price per share

Exercise price per share

Risk-free interest rate

Expected holding period

Expected volatility

Expected dividend yield

Company utilized the following assumptions to estimate the fair value of the Class F Warrants:

July 30, 2025

December 31, 2025

Underlying price per share

Exercise price per share

Risk-free interest rate

Expected holding period

Expected volatility

Expected dividend yield

Warrant measurement input

significant assumptions using the Black-Scholes-Merton pricing model approach for valuation of the Warrants are:

(i) Risk-Free

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Range of Probability

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

Black-Scholes-Merton pricing model has incorporated a 5.0 %

probability of a Fundamental Transaction to date for the life of the securities.

(vi) Expected

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is estimated to be six months.

The Monte Carlo Simulation approach incorporates this additional

The Black-Scholes-Merton pricing model approach incorporates this additional

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

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an active market.

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

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

Level 3 assets and liabilities

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

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

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

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

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

on those inputs.

As discussed above, the Company utilized the Monte Carlo Simulation Model

in valuing the warrants.

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

assets or liabilities.

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

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

requires significant management judgment or estimation.

As of December 31, 2025, the Company has classified the warrants with cash

settlement features as Level 3.

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

discussed above, the Company utilized the Black-Scholes-Merton pricing model in valuing the warrants.

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

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Marketable securities

Warrant liability

As of December 31, 2024

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Marketable securities

(16) Contingencies

litigation is inherently unpredictable, assessing contingencies related to litigation is a complex process involving highly subjective

judgment about potential outcomes of future events.

When evaluating litigation contingencies, the Company may be unable to provide a

meaningful estimate due to a number of factors, including the procedural status of the matter in question, the availability of appellate

remedies, insurance coverage related to the claim or claims in question, the presence of complex or novel legal theories, and the ongoing

discovery and development of information important to the matter.

In addition, damage amounts claimed in litigation against the Company

may be unsupported, exaggerated, or unrelated to possible outcomes, and as such are not meaningful indicators of the Company’s

potential liability or financial exposure.

Accordingly, the Company reviews the adequacy of accruals and disclosures each quarter in

consultation with legal counsel, and it assesses the probability and range of possible losses associated with contingencies for potential

accrual in the consolidated financial statements.

However, the ultimate resolution of litigated claims may differ from the

Company current estimates.

the normal course of business, there are various claims in process, matters in litigation, and other contingencies, certain of which

are covered by insurance policies.

When a loss is probable, we record an accrual based on the reasonably estimable loss or range of loss.

We do not record liabilities for reasonably possible loss contingencies but do disclose a range of reasonably possible losses if they

are material and we are able to estimate such a range.

If we cannot provide a range of reasonably possible losses, we explain the factors

that prevent us from determining such a range.

Historically, adjustments to our estimates have not been material.

While it is not possible

to predict the outcome of these suits, legal proceedings, and claims with certainty, management is of the opinion that adequate provision

for potential losses associated with these matters has been made in the financial statements and that the ultimate resolution of any

one of these matters will not have a material adverse effect on the Company’s financial position and results of operations.

A significant

increase in the number of these claims, or one or more successful claims resulting in greater liabilities than the Company currently

anticipates, could materially and adversely affect the Company’s business, financial condition, results of operations, and cash

(17) Segment and Related Information

follows ASC 280, Segment Reporting, which establishes standards for the way public enterprises report information about operating

segments in annual financial statements and requires that those enterprises report selected information about operating segments in financial

statements issued to shareholders.

The Company’s Chief Operating Decision Maker (“CODM”), its CEO, assesses performance

and allocates resources based on company-wide financial information.

The Company has determined that it operates in a single reportable

segment and the strategic purpose of all operating activities is to support that one segment.

The CODM does not generally evaluate the

Company’s performance using asset or historical cash flow information.

The measure of performance used by the CODM to evaluate the Company’s

performance is consolidated net loss.

Since the Company operates in one operating segment, which

performs research and development activities related to Ampligen and other drugs under development, all required financial segment information

and Related Information

Company follows ASC 280, Segment Reporting, which establishes standards for the way public enterprises report information about

operating segments in annual financial statements and requires that those enterprises report selected information about operating segments

in financial statements issued to shareholders.

The Company’s Chief Operating Decision Maker (“CODM”), its CEO, assesses

performance and allocates resources based on company-wide financial information.

The Company has determined that it operates in a single

reportable segment and the strategic purpose of all operating activities is to support that one segment.

The CODM does not generally

evaluate the Company’s performance using asset or historical cash flow information.

The measure of performance used by the CODM

to evaluate the Company’s performance is consolidated net loss.

Since the Company operates in one operating segment, which performs

research and development activities related to Ampligen and other drugs under development, all required financial segment information

can be found in the financial statements.

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in the United States of America.

(18) Subsequent

February 26, 2025, the NYSE American accepted the Company’s plan to regain compliance with the minimum stockholders’ equity

requirements of Sections 1003(a)(ii) and 1003(a)(iii) of the American Company Guide.

AIM has until June 11, 2026 to regain compliance

with the NYSE’s Continued Listings Standards.

The plan includes a number of ways to raise capital.

As Part of the Plan, the Company

will be holding a special meeting of stockholders solely for the purpose of authorizing a reverse split of our outstanding shares.

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

The Company believes that effecting

a reverse split will assist it with raising capital it needs to continue its business and avoiding an automatic delisting if the stock

price drops to $ 0.10 per share.

(17) Subsequent Events

December 30, 2025, we declared a stock dividend of one share of common stock for every 1,000 shares of outstanding common stock as well

as one share of common stock for every outstanding option or warrant that has a right to receive stock dividends (“Alternate Securities”) .

On January 20, 2026, the dividend was issued to stockholders and Alternate Securities holders of record at the close of business on January

Resulting fractional shares were rounded down and any resulting fractional shares remaining after the foregoing rounding down

were distributed in cash to each stockholder and Alternate Securities holder who would otherwise have been entitled to receive such fractional

shares, based on a share price of $ 1.305 .

On January 13, 2026, the Company

distributed a dividend of one share of its common stock for every 1,000 shares of common stock issued and outstanding as of January 9,

2026 as well as one share of common stock for every outstanding option or warrant that has a right to receive stock dividends (the “Dividend”).

As a result, the number of outstanding warrants of Class E Common Stock Purchase

Warrants increased to 5,561,119 and the exercise price reduced to 1.439 and class F Common Stock Purchase Warrants increased to 5,561,118 and the exercise price was reduced to $ 1.439 per

share of common stock as of January 13, 2026.

After December 31,2025, 482,500 Class E warrants and 800,508

Class F warrants were exercised.

Due to the Share Combination Event trigger of the Class E & F Common Stock Purchase Warrants, the

accounting treatment as a liability instrument associated with the warrants will be re-evaluated as to its classification, during the

first quarter of 2026.

January 20, 2026 a Notice of Change and Modifications of Class E Common Stock Purchase Warrants and a January 20, 2026 Notice of Change

and Modifications of Class F Common Stock Purchase Warrants were sent to the holders of these warrants.

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

certain of its outstanding options and warrants that had the right to participate in the 2026 Rights Offering, both as of February 10,

2026, the record date.

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

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

G Warrant is exercisable for one share of 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.

Maxim Group LLC acted as the Company’s dealer-manager.

2026 Rights Offering closed after fiscal year end December 31, 2025, it raised approximately $ 1,800,000 in gross proceeds.

As of March 25, 2026, 1,088 shares of the G Preferred have been converted

for 1,088,000 shares of common stock, and 310,000 G Warrants have been exercised for 310,000 shares of common stock.

In addition, 482,500

Class E Warrants were exercised for 482,500 shares of common stock and 800,508 Class F Warrants were exercised for 800,508 shares of common

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

What changed 10-K

Item 9A. Controls and Procedures