Item 1. Business
ITEM
1. Business
GENERAL
AIM
ImmunoTech Inc. and its subsidiaries are
an immuno-pharma company headquartered in Ocala, Florida, and focused on the research and development of therapeutics to treat multiple
types of cancers, viral diseases and immune-deficiency disorders for which there are inadequate or unmet therapies. We have established
a strong foundation of laboratory, pre-clinical and clinical data with respect to the development of nucleic acids and natural interferon
to enhance the natural antiviral defense system of the human body, and to aid the development of therapeutic products for the treatment
of certain cancers and chronic diseases.
AIM’s
products are Ampligen (rintatolimod) and Alferon N Injection (Interferon alfa). The Company’s flagship product –Ampligen
– is a double-stranded RNA (“dsRNA”) molecule being developed for globally important cancers, viral diseases and disorders
of the immune system. Ampligen has not been approved by the FDA or marketed in the United States but is approved for commercial sale
in the Argentine Republic for the treatment of severe Chronic Fatigue Syndrome (“CFS”).
The
Company’s research and development of Ampligen has included a variety of diseases and health matters:
● Conducting
clinical trials to evaluate the efficacy and safety of Ampligen for the treatment of pancreatic
cancer.
● Evaluating
Ampligen across multiple cancers as a potential therapy that modifies the tumor microenvironment
with the goal of increasing anti-tumor responses to checkpoint inhibitors.
● Exploring
Ampligen’s antiviral activities and potential use as a prophylactic or treatment for
existing viruses, new viruses and the mutated viruses thereof.
● Evaluating
Ampligen as a treatment for myalgic encephalomyelitis/chronic fatigue syndrome (“ME/CFS”)
and fatigue and/or the Post-COVID condition of fatigue.
● Evaluating
Ampligen as a vaccine adjuvant in the combination of Ampligen and AstraZeneca’s FluMist
as an intranasal vaccine for influenza, including avian influenza.
Based
on 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 cancer
treatment is the path that will potentially lead to the most lucrative outcome. While 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. When AIM 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. 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 an area of biotech which can produce multibillion-dollar mergers and acquisitions deals – large-market Phase 3 oncology
clinical trials with positive data are 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; exploring 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.
In
March 2026, we 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 is a global leader in scientific progress.
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Immuno-Oncology
We
are focused on pancreatic cancer because testing results to date — primarily conducted in the Netherlands — have been very
promising. The Netherlands study generated statistically significant data indicating that Ampligen extended survival well beyond the
Standard of Care (“SOC”), when compared to well-matched historical controls. These data support the proposition that Ampligen,
when administered to either patients with locally advanced or metastatic pancreatic cancer after systemic chemotherapy, showed a statistically
significant increase in survival rate. In October 2021, we and our Contract Research Organization, Amarex, submitted an IND application
to the FDA for a planned Phase 2 study of Ampligen as a therapy for locally advanced or metastatic late-stage pancreatic cancer.
Ampligen
appears in clinic testing to have potential for standalone efficacy in a number of other solid tumors. We have also seen success in
increasing survival rates and efficacy in the treatment of animal tumors when Ampligen is used in combination with checkpoint
blockade therapies. In November 2025, we detailed an abstract containing data from a completed Phase 2 advanced recurrent ovarian
cancer clinical study utilizing Ampligen. We believe that data from the study, which was conducted by the
University of Pittsburgh Medical Center and funded by a Merck grant, demonstrated that when combining three drugs – Ampligen
and pembrolizumab, which are both immune therapies, with cisplatin, a chemotherapy – evidence of increased biomarkers
associated with T cell chemotaxis and cytolytic function has been seen. Importantly, increases of these biomarkers in the tumor
microenvironment have been correlated with favorable tumor responses. These successes in the field of immuno-oncology have guided
our efforts toward the potential use of Ampligen as a combinational therapy for the treatment of a variety of solid tumor types. The
first of our patent applications in this space was granted by the Netherlands on March 15, 2021.
Please
see “Immuno-Oncology” below.
Ampligen
as a Potential Antiviral
We
have research and pre-clinical history that indicates the broad-spectrum antiviral capability of Ampligen in animals. We hope to demonstrate
that it has the same effect in humans. To demonstrate this requires a population infected with a virus among other factors which is why
our most recent antiviral focus has been on COVID-19 (the disease caused by SARS-CoV-2) and Long COVID. Previous animal studies yielded
positive results utilizing Ampligen to treat numerous viruses, such as Western Equine Encephalitis Virus, Ebola, Vaccinia Virus (which
is used in the manufacture of smallpox vaccine) and SARS-CoV-1. We have conducted experiments in SARS-CoV-2 showing Ampligen has a powerful
impact on viral replication. The prior studies of Ampligen in SARS-CoV-1 animal experimentation may predict similar protective effects
against SARS-CoV-2.
We
announced in February 2025 our intention to pursue a study of a potential avian influenza combination therapy of Ampligen and AstraZeneca’s
FluMist, a nasal spray vaccine that helps prevent seasonal influenza. The new proposed clinical trial would expand upon previous Company-sponsored
clinical research at the University of Alabama-Birmingham (“UAB”), which indicated that intranasal delivery of Ampligen after
the intranasal delivery of the FluMist seasonal influenza vaccine increased the immune response to seasonal variants in the vaccine by
greater than four-fold and induced cross-reactive secretory Immunoglobulin A against highly pathogenic avian influenza virus strains
H5N1, H7N9 and H7N3. We are seeking collaborative grants from government and industry to defray the cost of the study. We believe that
this pre-clinical and clinical work to date – combined with the ever-growing threat of Avian influenza – strongly supports
our decision to move forward with this second Ampligen and FluMist study in humans.
Please
see “Ampligen as a Potential Antiviral” below.
Ampligen
as a Treatment for ME/ CFS and Post-COVID Conditions
In
July 2023, we enrolled and dosed the first patient in our Phase 2 study evaluating Ampligen® as a potential therapeutic for people
with post-COVID conditions (“AMP-518”). We announced in August 2023 that the study had met the planned enrollment of 80 subjects
ages 18 to 60 years who have been randomized 1:1 to receive twice-weekly intravenous infusions of Ampligen or placebo for 12 weeks, with
a follow-up phase of two weeks. All patients have completed the study, with topline data reported in February 2024.
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In
January 2025, we announced that the final Clinical Study results from AMP-518 had been posted to ClinicalTrials.gov. The results support
our belief in Ampligen as a potential therapeutic for people with the moderate-to-severe Post-COVID condition of fatigue, and that this
would be the likely subject population for any follow-up clinical trial.
Please
see “ Ampligen as a Treatment for ME/CFS and Post-COVID Conditions” below.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure (“GAAP”)
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the
reporting period. Actual results could differ from those estimates, and those differences may be material. Accounts requiring the use
of significant estimates include determination of other-than-temporary impairment on securities, valuation of deferred taxes, patent
and trademark valuations, stock-based compensation calculations, fair value of warrants, and contingency accruals.
Liquidity
and Going Concern
The
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.
Pursuant
to the requirements of the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”)
Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether
there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue
as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration
the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company
as of the date the financial statements are issued. When substantial doubt about the Company’s ability to continue as a going concern
exists, management evaluates whether the mitigating effect of its plans sufficiently alleviates the substantial doubt. The mitigating
effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented
within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will
mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern
within one year after the date that the financial statements are issued.
The
Company’s principal source of liquidity is its cash and cash equivalents, marketable securities, and proceeds from financing activities
to provide the necessary funding to meet its obligations as they become due. The Company incurred losses from operations and net cash
used on operating activities for the years ended December 31, 2025, and 2024, and has a working capital
deficit as of December 31, 2025, and 2024. Additionally, its stockholders’ equity was below the minimum requirements
for continued listing on the New York Stock Exchange American (“the Exchange”). These factors raise substantial doubt regarding
the Company’s ability to continue as a going concern for a period of at least one year from the date of issuance of these consolidated
financial statements. Management evaluated the conditions and the significance in relation to the Company’s ability to meet its
obligations and noted that a substantial portion of its outstanding debt is current as of December 31, 2025. If the Company is unable
to implement sufficient mitigation efforts, it may need 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. However, please see “ Class
E and Class F Warrant Reclassification” below.
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On
December 11, 2024, the Company received an official notice of noncompliance with the Exchange’s continued listing requirements.
This includes the need for the Company to have stockholders’ equity of $6,000,000 or more. The Exchange’s review showed that
the Company was not in compliance with that requirement. As required, the Company submitted a plan (the “Plan”) to the Exchange
illustrating how it can regain compliance by June 11, 2026. The Exchange accepted the Plan on February 26, 2025, and the Company has
submitted quarterly updates to the Exchange since that time. If the Company is not able to regain compliance by June 11, 2026, its common
stock may be delisted from the Exchange. As of December 31, 2025, its stockholders’ deficit was approximately ($9,783,000). It
must increase its stockholders’ equity to be at least $6,000,000 to regain compliance with this rule. If it is not able to raise
sufficient capital as set forth in the Plan or by other means, it may be unable to regain compliance with the Exchange’s listing
standards, and its securities could be subject to delisting. In addition, in the event that the price of the common stock drops to $0.10
per share, trading in the common stock will automatically be suspended and the common stock would be subject to delisting. The price
dropped below $0.10 and on April 4, 2025, the Company received a delisting letter from the Exchange and trading in its common stock on
the Exchange was suspended.
On
April 30, 2025, the Company held a special meeting of stockholders and authorized the Company’s Board of Directors to effect a
reverse split at its discretion on a basis of up to one for 100 outstanding shares of Common Stock. On May 29, 2025, the Board authorized
the Reverse Split and on June 10, 2025, the Company filed an amendment to its Articles of Incorporation effecting a reverse split of
its outstanding shares of Common Stock on a one for 100 basis (the “Reverse Split”). Stockholders were given cash in lieu
of any fractional shares on a post-split basis.
On
June 11, 2025, the Company was notified by the Exchange that the Company had regained compliance with Section 1003(f)(v) of the Exchange’s
Company Guide (low selling price) and that trading in the Company’s Common Stock was reinstated on the Exchange on June 17, 2025.
During
the third quarter of 2025, an agreement was reached with a vendor surrounding legal fees. The agreement provided that $3,041,000 of previously
billed fees would be forgiven in exchange for payments totaling $1,875,000. The reduction was included as “other income”
and accounts payable was reduced.
Class
E and Class F Warrant Reclassification
On
January 20, 2026, we distributed a stock dividend of one share of our 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 1,000 outstanding options or 1,000 warrants that has
a right to receive stock dividends. The distribution was effected on January 20, 2026. This resulted in a reset of the terms of our Class
E and Class F Warrants. Per the reset, the exercise price of these warrants dropped to $1.439, additional warrants were issued and a
provision in these warrants that resulted in the classification of these warrants as a liability rather than equity was nullified. This
will result in a significant increase in our stockholders’ equity.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS AND SUMMARY RISK FACTORS
Certain
statements in this Report contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E
of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. All statements, other than statements of historical
fact, included or incorporated herein regarding our strategy, future operations, financial position, future revenues, projected costs,
plans, prospects and objectives are forward-looking statements. Words such as “expect,” “anticipate,” “intend,”
“plan,” “believe,” “seek,” “estimate,” “think,” “may,” “could,”
“will,” “would,” “should,” “continue,” “potential,” “likely,”
“projected,” “opportunity” and similar expressions or variations of such words are intended to identify forward-looking
statements but are not the exclusive means of identifying forward-looking statements and their absence does not mean that a statement
is not forward-looking. Our forward-looking statements are not guarantees of performance, and actual results could vary materially from
those contained in or expressed by such statements due to risks and uncertainties. These statements are based on our management’s
current beliefs, expectations and assumptions about future events, conditions and results and on information currently available to us.
Discussions containing these forward-looking statements may be found, among other places, in this Report in Part I, Item 1. “Business”;
Part II, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; Part II,
Item 1. “Legal Proceedings”; and Part II, Item 1A. “Risk Factors”. Among other things, for those statements,
we claim the protection of safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Any forward-looking statements set forth in this presentation speak only as of the date of this presentation. We do not undertake to
update any of these forward-looking statements to reflect events or circumstances that occur after the date hereof. We are in various
stages of determining whether Ampligen® will be effective in the treatment of multiple types of viral diseases, cancers, and immune-deficiency
disorders and the presentation sets forth our current and anticipated future activities. These activities are subject to change for a
number of reasons. Significant additional testing and trials will be required to determine whether Ampligen® will be effective in
the treatment of these conditions. Results obtained in animal models do not necessarily predict results in humans. Human clinical trials
will be necessary to prove whether or not Ampligen® will be efficacious in humans. No assurance can be given as to whether current
or planned clinical trials will be successful or yield favorable data and the trials are subject to many factors including lack of regulatory
approval(s), lack of study drug, or a change in priorities at the institutions sponsoring other trials. Even if these clinical trials
are initiated, we cannot assure that the clinical studies will be successful or yield any useful data or require additional funding.
Among the studies are clinical trials that provide only preliminary data with a small number of subjects, and no assurance can be given
that the findings in these studies will prove true or that the study or studies will yield favorable results. Some of the world’s
largest pharmaceutical companies and medical institutions are working on a treatment for COVID-19. Even if Ampligen® proves effective
in combating the virus, no assurance can be given that our actions toward proving this will be given first priority or that another treatment
that eventually proves capable will not make our efforts ultimately unproductive, as multiple vaccines, and some treatments, are now
available and major pharma companies are working to develop their own disease treatments. No assurance can be given that future studies
will not result in findings that are different from those reported in the studies referenced in this Report. Operating in foreign countries
carries with it a number of risks, including potential difficulties in enforcing intellectual property rights. In addition, many countries,
including Argentina, are still dealing with COVID-19 outbreaks and have made that their primary focus. We believe that this — along
with a massive devaluation of the Argentine peso — may be delaying our commercialization of Ampligen® in Argentina until COVID-19
is more under control. We cannot assure that our potential foreign operations will not be adversely affected by these risks.
6
Our
filings are available at www.aimimmuno.com. The information found on our website is not incorporated by reference into this Report and
is included for reference purposes only.
SUMMARY
RISK FACTORS
Risks
Related to Ownership of Our Securities
● We
have a history of losses, expect to continue to incur losses in the near term and may not
achieve or sustain profitability in the future, and as a result, there is a substantial doubt
about our ability to continue as a going concern.
● We
are currently not in compliance with the Exchange continued listing requirements. If we are
unable to regain compliance with the Exchange’s listing requirements, our securities
could be delisted, which could affect our common stock market price and liquidity and reduce
our ability to raise capital.
● If
we are not able to comply with the applicable continued listing requirements or standards
of the NYSE American, our common stock could be delisted from the Exchange.
● We
may seek to raise additional funds or develop strategic relationships by issuing securities
that would dilute your ownership. Depending on the terms available to us, if these activities
result in significant dilution, it may negatively impact the trading price of our common
stock.
● An
active, liquid and orderly trading market for our common stock may not develop, the price
of our stock may be volatile, and you could lose all or part of your investment.
● If
our shares of common stock become subject to the penny stock rules, it would become more
difficult to trade our shares.
● If
we were to dissolve, the holders of our securities may lose all or substantial amounts of
their investments.
● If securities or industry analysts do not publish or cease publishing research or reports about us, our business
or our market, or if they change their recommendations regarding our securities adversely, our stock price and trading volume could decline.
● We
are a smaller reporting company, and the reduced disclosure requirements applicable to smaller
reporting companies may make our common stock less attractive to investors.
Risk Associated with our Business
● We
will require additional financing which may not be available.
● We
may continue to incur substantial losses and our future profitability is uncertain.
● Our
drug and related technologies are investigational and subject to regulatory approval. If
we are unable to obtain regulatory approval in a timely manner, or at all, our operations
will be materially harmed and our stock adversely affected.
● We
may be subject to product liability claims from the use of Ampligen, Alferon N Injection,
or other of our products which could negatively affect our future operations. We have limited
product liability and clinical trial insurance.
● Uncertainty
of health care reimbursement for our products exists.
● There
are risks of liabilities associated with handling and disposing of hazardous materials.
● Failures
of our information technology infrastructure could have a material adverse effect on operations.
● The
loss of services of key personnel could hurt our chances for success.
● The
accounting principles generally accepted in the United States of America (“GAAP”)
requires estimates, judgements and assumptions which inherently contain uncertainties.
● We
currently, and may in the future, have assets held at financial institutions that may exceed
the insurance coverage offered by the Federal Deposit Insurance Corporation (“FDIC”), and the loss
of such assets would have a severe negative effect on our operations and liquidity.
7
Risks
Associated with Our Products
● The
development of Ampligen is subject to significant risks.
● The
development of Alferon N Injection is subject to significant risks .
● Possible
side effects from the use of Ampligen or Alferon N Injection could adversely affect potential
revenues and physician/patient acceptability of our product.
Risks
Related to our activities associated with Ampligen’s potential effectiveness as a treatment for COVID-19 or Post-Covid Conditions
● It
is not possible to predict the future of COVID-19, and related Post-COVID Conditions, as
a global public health threat or the development of related therapies. No assurance can be
given that Ampligen will aid in or be applied to the treatment of this virus.
● Operating
in foreign countries carries with it many risks.
Risks
Associated with Our Intellectual Property
● We
may not be profitable unless we can protect our patents and/or receive approval for additional
pending patents.
● The
patent position of biotechnology and pharmaceutical firms is highly uncertain and involves
complex legal and factual questions.
● There
can be no assurance that we will be able to obtain necessary licenses if we cannot enforce
patent license rights we may hold. In addition, the failure of third parties from whom we
currently license certain proprietary information or from whom we may be required to obtain
such licenses in the future, to adequately enforce their rights to such proprietary information,
could adversely affect the value of such licenses to us.
● There
is no guarantee that our trade secrets will not be disclosed or known by our competitors.
Risks
Associated with Our R&D
● We
cannot predict what additional studies and/or additional testing, or information may be required
by the FDA. Accordingly, we are unable to estimate the nature, timing, costs and necessary
efforts to complete these projects nor the anticipated completion dates. In addition, we
have no basis for estimating when material net cash inflows may commence. We have yet to
generate significant revenues from the sale of these developmental products.
Risks
Associated with Our Manufacturing
● There
are no long-term agreements with suppliers of required materials and services for Ampligen
and there are a limited number of raw material suppliers. If we are unable to obtain the
required raw materials and/or services, we may not be able to manufacture Ampligen.
● Our
Alferon N Injection Commercial Sales were halted due to lack of finished goods inventory.
If we are unable to gain the necessary FDA approvals related to Alferon N Injection, or if
we are unable to identify a CMO or CMOs that meet our requirements, then our operations would
most likely be materially and/or adversely affected.
● There
are limited number of organizations in the United States available to provide the final manufacturing
steps of formulation, fill, finish and packing sets for Ampligen and Alferon N Injection.
● There
is no assurance that, upon success, manufacture of a drug on a limited-scale basis for investigational
use would lead to a successful transition to commercial, large-scale production.
● We
have limited manufacturing experience for Ampligen and Alferon N Injection. We may not be
profitable unless we can produce Ampligen, Alferon N Injection or other products in commercial
quantities at costs acceptable to us.
8
Risks
Associated with Our Licensing/Collaborations/Joint Ventures
● If
we are unable to achieve licensing, collaboration and/or joint ventures, our marketing strategy
for Ampligen will be part of the differing health care systems around the world along with
the different marketing and distribution systems that are used to supply pharmaceutical products
to those systems.
Risks
Associated with Our Marketing and Distribution
● We
have limited marketing and sales capability. If we are unable to obtain additional distributors
and our current and future distributors do not market our products successfully, we may not
generate significant revenues or become profitable.
Risks
Associated with Our Competition
● Rapid
technological change may render our products obsolete or non-competitive.
● Our
products may be subject to substantial competition.
Risks
Associated with an Investment in Our Common Stock
● The
market price of our stock may be adversely affected by market volatility.
● Sales
of a significant number of shares of our common stock in the public markets, or the perception
that such sales could occur, could depress the market price of our common stock.
● Provisions
of our Certificate of Incorporation and Delaware law could defer a change of our Management,
which could discourage or delay offers to acquire us.
● Our
business, financial condition and operating results could be negatively affected as a result
of actions by activist investors.
AVAILABLE
INFORMATION
We
file electronically with the United States Securities and Exchange Commission, or SEC, our annual reports on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended. We make available on our website at www.aimimmuno.com free of charge, copies of these
reports as soon as reasonably practicable after filing these reports with, or furnishing them to, the SEC. We are subject to the information
and periodic reporting requirements of the Exchange Act and, in accordance therewith, we file periodic reports, proxy statements and
other information with the SEC. Such periodic reports, proxy statements and other information are available for inspection and copying
at the website of the SEC www.sec.gov . You also may obtain a free copy of our annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports on the day of filing with the SEC on our website
at http://www.aimimmuno.com under the Investor Relations tab for SEC Filings or by contacting the Investor Relations Department
by calling (833) 475-8247 or (352) 448-7797 or sending an e-mail message to AIM@jtcir.com. Our Internet website and the information contained
on that website, or accessible from our website, is not intended to be incorporated into this Annual Report on Form 10-K (this “Annual
Report”) or any other filings we make with the SEC.
OUR
PRODUCTS
Our
primary pharmaceutical product platform consists of Ampligen (rintatolimod), a first-in-class drug of large macromolecular double-stranded
(ds) RNA (ribonucleic acid) molecules. Ampligen is the only known TLR3 agonist to avoid helicase activation of NF-κB. Natural dsRNAs
and poly IC which activate NF-κB in the tumor microenvironment (TME) and have the potential to enhance cancer cell proliferation.
Alferon Injection is an FDA-approved natural alpha-interferon product.
Ampligen®
Ampligen
is approved for sale in Argentina (to 2026) for severe CFS and is an experimental drug in the United States currently being developed for the treatment of late-stage pancreatic cancer, a lethal and unmet global health problem. Over its developmental history, Ampligen has received
various designations, including Orphan Drug Product Designation (FDA and EMA), Treatment protocol (e.g., “Expanded Access”
or “Compassionate” use authorization) with Cost Recovery Authorization (FDA) and “promising” clinical outcome
recognition based on the evaluation of certain summary clinical reports (“AHRQ” or Agency for Healthcare Research and Quality).
Based on the results of published, peer-reviewed pre-clinical studies and clinical trials, we believe that Ampligen may have broad-spectrum
antiviral and anti-cancer properties.
9
We
believe that nucleic acid compounds represent a potential new class of pharmaceutical products designed to act at the molecular level
for treatment of many human diseases. Ampligen represents the first drug in the class of large (macromolecular) dsRNA molecules to apply
for NDA review. There are two forms of nucleic acids: deoxyribonucleic acid (“DNA”) and ribonucleic acid (“RNA”).
DNA is a group of naturally occurring molecules found in chromosomes, the cell’s genetic machinery. RNA is a group of naturally
occurring informational molecules which orchestrate a cell’s behavior which, in turn, regulates the action of groups of cells,
including the cells which comprise the body’s immune system. RNA directs the production of proteins and regulates certain cell
activities including the activation of an otherwise dormant cellular defense against viruses and tumors. Our drug technology utilizes
specifically configured RNA and is a selective Toll-like Receptor 3 (“TLR3”) agonist that can be administered intravenously,
intranasally and intraperitoneally. Ampligen has been assigned the generic name rintatolimod by the United States Adopted Names Council
(“USANC”) and has the chemical designation poly(I):poly(C12U).
Expanded
Access Program/Early Access Programs/clinical trials of Ampligen that have been conducted or that are ongoing include studies of the
potential treatment of patients with pancreatic cancer, renal cell carcinoma, malignant melanoma, non-small cell lung cancer, ovarian
cancer, breast cancer, colorectal cancer, prostate cancer, ME/CFS, Hepatitis B, HIV, COVID-19 and Post-COVID conditions.
We
have received approval of our NDA from ANMAT for the commercial sale of Ampligen in the Argentine Republic for the treatment of
severe CFS. The product would be marketed by GP Pharm – now Filaxis – our commercial partner in Latin America. Shipment
of the drug product to Argentina was initiated in 2018 to complete the release testing by ANMAT needed for commercial distribution.
In September 2019, we received clearance from the FDA to ship Ampligen to Argentina for the commercial launch and subsequent sales.
In June 2020, we received import clearance from ANMAT to import the first shipment of commercial grade vials of Ampligen into
Argentina. Collaboration with Filaxis continues for commercial launch of Ampligen in Argentina. To successfully bring this to
market, several key steps are necessary, including building disease awareness, providing medical education, securing appropriate
reimbursement, developing effective market strategies, and finalizing manufacturing preparations for launch.
The
economic landscape in Argentina has changed dramatically since then, with the country experiencing significant hyper-inflation. As contracts
in Argentina are U.S. dollar contracts, the parties must evaluate the impact of the devaluation on the relationship and the ability to
go forward on a U.S.-dollar basis. The combination of the cost and frequency of treatments has rendered CFS treatments in Argentina cost
prohibitive, at least for the time being. We will therefore focus our efforts with Filaxis on an approval in Argentina for pancreatic
cancer.
In
May 2016, we entered into a five-year agreement with myTomorrows, a Netherlands-based company, for the commencement and management of
an Early Access Program (“EAP”) in Europe and Turkey related to ME/CFS. Pursuant to the agreement, as amended, myTomorrows
also is managing all Early Access Programs and Special Access Programs in Europe, Canada, and Turkey to treat pancreatic cancer and ME/CFS
patients. The agreement was automatically extended for a period of 12 months on May 20, 2021; has been automatically extended for 12
months on each subsequent May 20; and will continue to be automatically extended for periods of 12 months every May 20 until terminated
or the terms of the agreement are met.
10
In
June 2018, Ampligen was cited as outperforming two other TLR3 agonists — poly IC and natural double stranded RNA — in creating
an enhanced tumor microenvironment for checkpoint blockade therapy in the journal of Cancer Research. In a head-to-head study in explant
culture models, Ampligen activated the TLR3 pathway and promoted an accumulation of killer T cells but, unlike the other two TLR3 agonists,
it did so without causing regulatory T cell (Treg) attraction. These findings were considered important because they indicate that Ampligen
selectively reprograms the tumor microenvironment by inducing the beneficial aspects of tumor inflammation (attracting killer T cells),
without amplifying immune-suppressive elements such as regulatory T cells. The study was conducted at the University of Pittsburgh and
Roswell Park as a part of the NIH-funded P01 CA132714 and Ovarian Cancer Specialized Program of Research Excellence (“SPORE”).
In
2018, we completed production of two commercial-size batches of more than 16,000 vials of Ampligen, following its “Fill & Finish”
at Jubilant HollisterStier, the Contract Manufacturing Organization. These lots passed all required testing for regulatory release for
human use and are being used for multiple programs, including the treatment of ME/CFS in the United States and the treatment of pancreatic
cancer in the Netherlands. These lots will be used for ongoing and future clinical studies in oncology. Additional lots of Ampligen were
manufactured in December 2019, January 2020 and December 2023.
As
to the production of additional Ampligen when and if needed, the validation of the polymer production process with Sterling Pharma Solutions
(“Sterling”) is ongoing. This will need to be completed before we can manufacture more polymer, and thus more Ampligen.
Alferon
N Injection®
Alferon
N Injection is the registered trademark for our injectable formulation of natural alpha interferon. Alferon N Injection is the only natural-source,
multi-species alpha interferon currently approved for sale in the United States and Argentina for the intralesional (within lesions)
treatment of refractory (resistant to other treatment) or recurring external genital warts in patients 18 years of age or older. Alferon
N Injection is also approved in Argentina for the treatment of refractory patients that failed or were intolerant to treatment with recombinant
interferons. Argentina has experienced hyper-inflation and devaluation of its currency compared to the U.S. dollar. Contracts with GP
Pharm (Filaxis) are U.S. dollar contracts and the parties must evaluate the impact of the recent devaluation on its relationship. Certain
types of human papilloma viruses (“HPV”) cause genital warts, a sexually transmitted disease (“STD”). According
to the CDC, HPV is the most common sexually transmitted infection, with approximately 79 million Americans — most in their late
teens and early 20s — infected with HPV. In fact, the CDC states that “HPV is so common that nearly all sexually active men
and women get the virus at some point in their lives.” Although they do not usually result in death, genital warts commonly recur,
causing significant morbidity and entail substantial health care costs.
Interferons
are a group of proteins produced and secreted by cells to combat diseases. Researchers have identified four major classes of human interferon:
alpha, beta, gamma and omega. Alferon N Injection contains a multi-species form of alpha interferon. The worldwide market for injectable
alpha interferon-based products has experienced rapid growth and various alpha interferon injectable products are approved for many major
medical uses worldwide. Alpha interferons are manufactured commercially in three ways: by genetic engineering, by cell culture, and from
human white blood cells. All three of these types of alpha interferon are or were approved for commercial sale in the United States.
Our natural alpha interferon is produced from human white blood cells. The potential advantages of natural alpha interferon over recombinant
(i.e., synthetic) interferon produced and marketed by other pharmaceutical firms may be based upon their respective molecular compositions.
Natural alpha interferon is composed of a family of proteins containing many molecular species of interferon. In contrast, commercial
recombinant alpha interferon products each contain only a single species. Researchers have reported that the various species of interferons
may have differing antiviral activity depending upon the type of virus. Natural alpha interferon presents a broad complement of species,
which we believe may account for its higher activity in laboratory studies. Natural alpha interferon is also glycosylated (i.e., partially
covered with sugar molecules). Such glycosylation is not present on the currently U.S.-marketed recombinant alpha interferons. We believe
that the absence of glycosylation may be in part responsible for the production of interferon-neutralizing antibodies seen in patients
treated with recombinant alpha interferon. Although cell culture-derived interferon is also composed of multiple glycosylated alpha interferon
species, the types and relative quantity of these species are different from our natural alpha interferon.
Alferon
N Injection [Interferon alfa-n3 (human leukocyte derived)] is a highly purified, natural-source, glycosylated, multi-species alpha interferon
product. There are essentially no neutralizing antibodies observed against Alferon N Injection to date and the product has a relatively
low side-effect profile. The recombinant DNA derived alpha interferon formulations have been reported to have decreased effectiveness
after one year of treatment, probably due to neutralizing antibody formation (See “Manufacturing” and “Marketing/Distribution”
sections below for more details on the manufacture and marketing/distribution of Alferon N Injection). The production of new Alferon
N Injection Active Pharmaceutical Ingredient, or API, is currently on hold. We do not know when, if ever, our products will be generally
available for commercial sale for any indication. Additionally, on May 9, 2023, we were granted a U.S. Patent for a method for preventing
or reducing antigenic drift or viral reassortment in a host animal comprising determining if a host animal has been exposed to or infected
by an avian influenza virus and administering to the exposed host animal alpha-interferon. Given our focus on developing Ampligen as
an oncology therapy and antiviral, alone and in combination with other drugs, at this time we are not focusing on developing Alferon
N Injection.
11
PATENTS
AND NON-PATENT EXCLUSIVITY RIGHTS
We
consider patent exclusivity as a crucial component of our business. As of December 31, 2025, we had 28 patents worldwide with 22 additional
pending patent applications comprising our intellectual property.
We
continually review our patents to determine if they have continuing value. Please see “Note 4: Patents, and Trademark Rights, Net”
under Notes to the Consolidated Financial Statements for more information on these patents.
There
are no current patent litigation proceedings involving us.
Orphan
drug designation
U.S.
Orphan drug designation qualifies sponsors for incentives including:
● Tax
credits for qualified clinical trials
● Exemption
from user fees
● Potential
seven years of market exclusivity after FDA approval
We
have received Orphan Drug Designation (ODD) from the FDA for Ampligen used in the treatment of Chronic Fatigue Syndrome, HIV, Metastatic
Melanoma, Renal Cell Carcinoma, Pancreatic Adenocarcinoma and Ebola Virus Disease.
In
the European Union, ODD carries ten years of market exclusivity after receiving marketing authorization. We have received ODD from the
EU for Ampligen used in the treatment of Ebola Virus Disease and Pancreatic Adenocarcinoma, and for Alferon used in the treatment of
Middle East Respiratory Syndrome.
RESEARCH
AND DEVELOPMENT (“R&D”)
Our
general focus during the past several fiscal years has been on expanding the market potential of Ampligen through investigation of efficacy
(in vitro and in vivo) in different immune-based disorders including cancer and CFS. We also have focused on research and development
of potential prophylactic and therapeutic applications for the treatment of COVID-19, including the long-term effects of COVID-19.
Immuno-Oncology
The
potential of Ampligen as an immuno-oncology therapeutic has been a major focus of AIM since our current leadership took over in
2016. We have been working with the University of Pittsburgh’s chemokine modulation research initiative, which includes the
use of Ampligen as a potential adjuvant to modify the tumor microenvironment (“TME”) with the goal of increasing
anti-tumor responses to check point inhibitors (“CPI”). As part of this collaboration, we have supplied Ampligen to the
University. The study, under the leadership of Robert P. Edwards, MD, chair of gynecologic services at Magee-Women’s Hospital
of the University of Pittsburgh School of Medicine (“UPMC”) and Professor of Surgery Pawel Kalinski, M.D., Ph.D., at
Roswell Park, Buffalo, N.Y., (who joined UPMC) involved the chemokine modulatory regimen developed by Dr. Kalinski’s
group and successfully completed the Phase 1 dose escalation in patients with resectable colorectal cancer.
Multiple
Ampligen clinical trials are underway or recently completed at major university cancer centers testing whether tumor microenvironments
can be reprogrammed to increase the effectiveness of cancer immunotherapy, including checkpoint inhibitors. The underway trials include:
Pancreatic
Cancer Trials
●
The
DURIPANC Study is a Phase 1b/2 clinical trial combining Ampligen with AstraZeneca’s anti-PD-L1 immune checkpoint inhibitor
Imfinzi® (durvalumab) for the treatment of late-stage pancreatic cancer. The primary objective of the Phase 1b portion was to
determine the safety of combination treatment. Investigators at Erasmus Medical Center (“Erasmus MC”) in the Netherlands
have completed the safety evaluation of subjects enrolled in the first dose level of the dose escalation design, finding the combination
therapy to be generally well-tolerated with no severe treatment-related adverse events or dose-limiting toxicities. In February 2025,
we announced that the Erasmus MC Safety Committee had approved the clinical trial to move forward with Phase 2. In July 2025, we
announced a positive mid-year safety and efficacy update that included treatment of 14 subjects. There has been no significant toxicity
reported. Three of the 14 subjects (~21%) have progression free survival (PFS) >6 months with an additional 3 subjects (21%) not
yet progressed. Overall survival (OS) of >6 months in majority of eligible subjects (64%). In December 2025, we reported positive year-end interim clinical progress that included treatment of 18 subjects;
promising PFS and OS continue to be seen. Up to 25 patients are expected to be
enrolled in the Phase 2 portion of DURIPANC. Enrollment and dosing are ongoing in Phase 2. In March 2026, we 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. is a global leader in scientific progress.
(https://clinicaltrials.gov/study/NCT05927142)
12
●
The
Phase 2 AMP-270 clinical trial is a randomized, open-label, controlled, parallel-arm study with the primary objective of comparing
the efficacy of Ampligen in combination with standard of care (SOC) versus SOC alone following first-line therapy, such as FOLFIRINOX
for subjects with locally advanced pancreatic adenocarcinoma. Secondary objectives include comparing safety and tolerability. AMP-270
is expected to enroll approximately 90 subjects in up to 30 centers across the U.S. and Europe. In March 2022, the FDA granted clearance
to proceed with the study. In April 2022, we executed a work order with Amarex to manage the clinical trial. In August 2022, we received
IRB approval of the trial protocol and so announced the trial’s commencement. The authorization to proceed with the Phase 2
pancreatic cancer clinical trial has been received with potential sites in the Netherlands at Erasmus MC, and also at major cancer
research centers in the United States such as The Buffett Cancer Center at the University of Nebraska Medical Center (UNMC). We sought
FDA guidance on the expansion of inclusion criteria and treatment arms, then subsequently amended the study protocol. In February
2025, we made a business decision to place screening/enrollment on hold and suspend the study. The study may be redesigned or amended,
pending additional data from the ongoing DURIPANC clinical trial. (https://clinicaltrials.gov/ct2/show/NCT05494697).
Advanced
Recurrent Ovarian Cancer
●
Results
of the Phase 1 portion of a Phase 1/2 study of intraperitoneal chemo-immunotherapy in advanced recurrent ovarian cancer were published
in the American Association for Cancer Research publication, Clinical Cancer Research (Clin Cancer Res January 19, 2022 DOI: 10.1158/1078-0432.CCR-21-3659).
The study results represent an important extension of prior studies using human tumor explants that showed Ampligen’s potentially
important role as a TLR3 agonist acting synergistically with high-dose IFNα and celecoxib to selectively enhance Teff cell-attractants
while suppressing Treg-attractants in the tumor microenvironment with a concomitant increase in the Teff/Treg ratio. The importance
of boosting the Teff/Treg ratio in the tumor microenvironment is that it is associated with the conversion of ‘cold’
tumors into ‘hot’ tumors, which have an increased sensitivity to chemo-immunotherapy and an improved chance of showing
tumor regression. The Phase 1 portion was designed to establish intraperitoneal safety. The Phase 2 portion of the study has been
terminated due to lack of funding. https://clinicaltrials.gov/ct2/show/NCT02432378
●
A
Phase 2 study of advanced recurrent ovarian cancer using cisplatin, pembrolizumab, plus Ampligen; up to 45 patients to be enrolled;
enrollment has commenced, and numerous patients have commenced treatment. In April 2024, researchers released topline data that saw
an Objective Response Rate (“ORR”) of 45% in platinum-sensitive subjects with recurrent ovarian cancer. ORR includes
complete response (“CR”) and partial response (“PR”) to treatment. There was a total Clinical Benefit Rate
(“CBR”) of 55% when including patients who experienced stable disease (“SD”). Researchers also reported a
median Progression-Free Survival (“PFS”) of 7.8 months. In July 2024, results posted online indicated 24 patients
treated in the study saw an ORR of 50% and no patients had a dose-limiting toxicity reported. Based on these results and other research
suggesting a similar effect in other solid tumor types, AIM sees an Ampligen combination therapy as having potential across multiple
types of cancers. Additional clinical studies are being planned in these tumor types to further confirm these effects.” https://clinicaltrials.gov/ct2/show/NCT03734692.
We
hold multiple patents related to the use of Ampligen as part of a combination therapy when combined with checkpoint inhibitors for the
treatment of cancer. The combination of these compounds is designed to work synergistically to enhance the effectiveness of the treatment.
AIM’s “synergistic” patents include a U.S. patent (expires August 9, 2039) for methods involving use of Ampligen as
part of a combination oncology therapy when paired with an anti-PD-L1 antibody; a patent in Japan (expires December 20, 2039) for the
use of Ampligen in combination with checkpoint inhibitors (anti-PD-1 or anti-PD-L1 antibodies) for the treatment of cancer; and a patent
in the Netherlands (expires December 19, 2039) for the use of Ampligen as a combination cancer therapy with checkpoint blockade inhibitors,
such as Keytruda (pembrolizumab), Opdivo (nivolumab) and Imfinzi (durvalumab). Additional “synergistic” patent applications
are pending and AIM will promptly announce when any such patent is issued. Additionally, in June 2025 we received a patent (expires January
25, 2041) covering methods involving the manufacture of a range of therapeutic double-stranded RNA (dsRNA) products, of which Ampligen
is included. Combined with our multiple compositions and methods patents involving Ampligen, this manufacturing patent, along with our
other issued patents, further secures our control over the synthesis and use of the first-in-class drug.
13
Stage
4 Metastatic Triple Negative Breast Cancer - Phase 1 study of metastatic triple-negative breast cancer using chemokine modulation
therapy, including Ampligen and pembrolizumab. Eight patients were enrolled and 6 patients were evaluable. https://www.clinicaltrials.gov/ct2/show/NCT03599453.
The key findings announced first in April 2022, and later published in November 2023, included:
●
The
pre-determined primary endpoint of efficacy was met (increase in CD8 in TME).
●
Uniform
increase of immune markers upon treatment was observed: CD8 mRNA (6.1-fold; p-0.034), GZMB mRNA (3.5-fold; p=0.058), ratios of CD8
/FOXP3 and GZMB/FOXP3 (5.7-fold; p=0.036, and 7.6-fold; p=0.024 respectively), thus successfully meeting the pre-determined primary
endpoint in the study (increase in CD8 in TME).
●
In
addition, an increase in CTL attractants CXCL10 (2.6-fold; p=0.104) and CCL5 (3.3-fold; p=0.019) was observed. In contrast, Treg
marker FOXP3 or Treg attractants CCL22 or CXCL12 were not enhanced.
●
Three
patients had stable disease lasting 2.4, 2.5 and 3.8 months, as of data cut off September 1, 2021.
●
An
additional patient (non-evaluable) had a partial response (breast tumor autoamputation) with massive tumor necrosis in the post-CKM
biopsy.
Stage
4 Colorectal Cancer Metastatic to the Liver - Phase 2a study of Ampligen as a component of chemokine modulatory regimen on colorectal
cancer metastatic to liver; recruitment has been completed; 19 patients were enrolled and 12 patients were evaluable for the primary
endpoint https://clinicaltrials.gov/ct2/show/NCT03403634. The key findings announced in April 2022 included:
●
The
study’s primary endpoint was met, evidenced by increased CD8a expression post-treatment (p=0.046).
●
Saw
increase in the CD8a/CD4 (p=0.03), CD8a/FOXP3 (p<0.01) and GZMB/FOXP3 (p<0.01) ratios.
●
The
expression of CTL-attracting chemokines CCL5 (p=0.08), CXCL9 (p=0.05), and CXCL10 (p=0.06) were increased, while expression of the
Treg/MDSC attractant CXCL12 (p=0.07) was decreased post-treatment.
●
Median
OS was 10.5 (90% CI 2.2-15.2) months, and the median PFS was 1.5 (90% CI 1.4, 1.8) months.
●
No
tumor responses were seen. The treatment was well tolerated. Of all enrolled patients (N=19), adverse events were noted in 74% of
patients, with the most common being fatigue (58%). Grade 3 or higher adverse events were rare (5%).
Early-Stage
Prostate Cancer - Phase 2 study investigating the effectiveness and safety of aspirin and Ampligen with or without interferon-alpha
2b (Intron A) compared to no drug treatments in a randomized three-arm study of patients with prostate cancer before undergoing radical
prostatectomy. Patient enrollment was initiated in this study designed for up to 45 patients. The study was temporarily suspended due
to the Merck discontinuation of Intron-A production. Roswell Park has had a Type-C meeting with the FDA and has performed the necessary
experiments to replace Intron-A with a generic alpha-interferon. As of August 2025, the study is no longer recruiting patients. A total
of 12 patients were enrolled. (See https://clinicaltrials.gov/ct2/show/NCT03899987).
Early-Stage
Triple Negative Breast Cancer - The objective of this Phase 1 study is to evaluate the safety and tolerability of a combination of
Ampligen, celecoxib with or without Intron A, when given along with chemotherapy in patients with early-stage triple negative breast
cancer. The now completed (as of September 2022) topline results from the study confirm the positive findings that were previously presented
at the 2022 Society for Immunotherapy of Cancer (SITC) 37th Annual Meeting in a poster presentation titled Safety and efficacy of de-escalated
neoadjuvant chemoimmunotherapy of triple negative breast cancer (TNBC) using chemokine-modulating regimen (rintatolimod, IFN-α2b,
celecoxib). The primary endpoint of the study was safety and tolerability. The results demonstrated that treatment was well-tolerated
with mostly grade 1 or 2 treatment-related adverse events (TRAEs) without dose-limiting toxicities (DLTs) or delayed or immune-related
toxicities. DLT was defined as grade 3 or higher toxicities within the first 3 weeks. Secondary endpoints included pCR rate where 5/9
(56%) of patients attained pCR and 1 more patient attained ypTmic. Tumor and blood biomarkers were also analyzed in exploratory studies.
(See https://clinicaltrials.gov/ct2/show/NCT04081389).
Refractory
Melanoma — Roswell Park Comprehensive Cancer Center (“Roswell Park”), in a clinical trial fully funded by the National
Cancer Institute (NCI), has commenced patient enrollment in its Phase 2 study in subjects with primary PD-1/PD-L1 resistant melanoma.
The Phase 2 study will evaluate type-1 polarized dendritic cell (αDC1) vaccine in combination with tumor-selective chemokine modulation
(“CKM”) comprised of Interferon alpha 2b, Ampligen (rintatolimod) and Celecoxib. Up to 24 patients are to be enrolled. The
study was temporarily suspended due to the Merck discontinuation of Intron-A production but has since resumed recruitment. In June 2025,
the study was terminated with 1 patient enrolled, funding completed. (See: https://www.clinicaltrials.gov/show/NCT04093323).
Metastatic
or Unresectable Triple Negative Breast Cancer – This phase 1/2a trial tests the safety, side effects, and best dose of chemokine
modulation therapy (CKM) (rintatolimod, celecoxib, and interferon alpha 2b) in combination with pembrolizumab for the treatment of patients
with triple negative breast cancer that has spread from where it first started (primary site) to other places in the body (metastatic)
or that cannot be removed by surgery (unresectable). In June 2025, the study was terminated with 5 patients enrolled, funding ended.
(See: https://clinicaltrials.gov/study/NCT05756166) .
14
Additional
Progress and Analysis Related to Pancreatic Cancer
In
January 2017, the EAP established under our agreement with myTomorrows to enable access of Ampligen to ME/CFS patients was extended to
pancreatic cancer patients beginning in the Netherlands. myTomorrows is our exclusive service provider in Europe and Turkey and will
manage all EAP activities relating to the pancreatic cancer extension of the program. In February 2018, the agreement with myTomorrows
was extended to cover Canada to treat pancreatic cancer patients, pending government approval. There have been no physician requests
to date that would cause the program to move forward with the approval process.
A
total of 42 pancreatic cancer patients initially received treatment with Ampligen immuno-oncology therapy under the EAP program at Erasmus
MC in the Netherlands, with more than 50 patients ultimately receiving treatment. Prof. C.H.J. van Eijck, MD, was the lead investigator.
In March 2024, the team at Erasmus MC published a thorough data analysis in an article titled “Rintatolimod in Advanced Pancreatic
Cancer enhances Anti-Tumor Immunity through Dendritic Cell-Mediated T Cell Responses” in the journal Clinical Cancer Research.
The positive clinical findings relate to changes in the tumor microenvironment after Ampligen use. We are working with our Contract Research
Organization, Amarex Clinical Research LLC, to seek FDA “fast-track.” We have applied for fast-track status; have received
denials to date; and are currently working through the FDA process to provide all the materials and information required to achieve fast-track
status.
A
manuscript titled “Rintatolimod in Advanced Pancreatic Cancer enhances Anti-Tumor Immunity through Dendritic Cell-Mediated T Cell
Responses,” was published in the print version of the journal Clinical Cancer Research in August 2024. Researchers at the Erasmus
University Medical Center (“Erasmus MC”) found that Ampligen treatment in pancreatic cancer patients enhances peripheral
immune activity at the transcriptomic and proteomic levels, particularly involving type 1 conventional dendritic cells (cDC1s) and T
cells. Post-Ampligen, the increased peripheral abundance of BTLA+XCR1+ cDC1s and CD4+SELL+ T cells correlated with improved clinical
outcomes. Patients with stable disease exhibited pronounced overexpression of genes related to DC and T cell activation. Notably, the
expression of immune checkpoints PD-L1 and PD-L2 decreased post-Ampligen across all patients.
Additionally:
●
In
December 2020, the FDA granted Ampligen Orphan Drug Designation status for the treatment of pancreatic cancer. The Orphan Drug Designation
program provides orphan status to drugs and biologics which are defined as those intended for the treatment, prevention or diagnosis
of a rare disease or condition, which is one that affects less than 200,000 persons in the United States or meets cost recovery provisions
of the act. The status helps incentivize the treatment of therapies to treat unmet medical needs by providing a company with seven
years of exclusivity rights once a drug reaches market.
●
In
February 2021, our subsidiary, NV Hemispherx Biopharma Europe (now AIM ImmunoTech Europe N.V./S.A.), received formal notification
from the European Commission (“EC”) granting Orphan Medicinal Product Designation for Ampligen as a treatment for pancreatic
cancer. Orphan products, once commercially approved in the European Union (“EU”), receive benefits including up to ten
years of protection from market competition from similar medicines with similar active component and indication for use that are
not shown to be clinically superior.
In
June 2021, Ampligen was featured in a publication containing state-of-the-art methodologies in the peer-reviewed medical journal Cancers
as a potential treatment option for cancer patients who are infected with SARS-CoV-2. The study’s authors stated that Ampligen
has the potential to reduce the severity of the deadly respiratory disease COVID-19. According to laboratory data presented in the publication,
“Rintatolimod [Ampligen] activated the innate and the adaptive immune systems by activating a cascade of actions in human pancreatic
cancer cells”, including:
●
Stimulation
of interferon regulatory factors and activation of the interferon signaling pathway,
●
Production
of immunomodulatory activity and
●
Induction
of the expression of MHC class I and II histocompatibility
The
full journal article is titled: “Rintatolimod Induces Antiviral Activities in Human Pancreatic Cancer Cells: Opening for an Anti-COVID-19
Opportunity in Cancer Patients?” Cancers is a peer-reviewed, open access journal of oncology published semimonthly online by MDPI.
The study’s authors include Prof. C.H.J. van Eijck, MD, PhD, the lead investigator at Erasmus Medical Center in the Netherlands.
In
October 2021, we and Amarex submitted an IND application with the FDA for a planned Phase 2 study of Ampligen as a therapy for locally
advanced or metastatic late-stage pancreatic cancer. In December 2021, the FDA responded with a Clinical Hold on the proposed study.
We submitted our response to the FDA in February 2022. In March 2022, we received notification from the FDA that the Clinical Hold was
released and cleared, meaning that we are now able to proceed with the study specifically to treat locally advanced pancreatic cancer
patients. In August 2022, we received IRB approval of the trial protocol and so announced the trial’s commencement.
15
A
Type D meeting package seeking the FDA guidance on expansion of inclusion criteria and treatment arms to be included was submitted to
the FDA. We subsequently amended the study protocol. In February 2025, we made a business decision to place screening/enrollment on hold
and suspend the study.
Positive
data was published in March 2022 in a manuscript titled, “Rintatolimod (Ampligen®) enhances numbers of peripheral B cells and
is associated with longer survival in patients with locally advanced and metastasized pancreatic cancer pre-treated with FOLFIRINOX:
a single-center named patient program,” in Cancers Special Issue: Combination and Innovative Therapies for Pancreatic Cancer. In
the single-center, named-patient program, patients with locally advanced pancreatic cancer (LAPC) or metastatic disease were treated
with Ampligen for 6 weeks, at 2 doses per week with 400 mg per infusion. The study found that Ampligen improved the median survival of
these patients. The study’s primary endpoints were the Systemic Immune-Inflammation Index (SIII), the Neutrophils to Lymphocyte
Ratio (NLR), and absolute counts of 18 different populations of circulating immune cells as measured by flow cytometry. Secondary endpoints
were progression-free survival (PFS) and overall survival (OS). The median overall survival in the Ampligen group was 19 months, compared
to a historical control group and subgroup (7.5 and 12.5, respectively) that did not receive Ampligen.
Also
in March 2022, we announced that study data evaluating the direct effects of Ampligen on human pancreatic ductal adenocarcinoma (PDAC)
cells was accepted for presentation at the 15th Annual International Hepato-Pancreato-Biliary Association World Congress in New York,
NY. For the study, three PDAC cell lines (CFPAC-1, MIAPaCa-2, and PANC-1) were treated with various concentrations of Ampligen and their
corresponding vehicle control. The proliferation and migration effects were examined using in-vitro assays and the molecular effect was
examined by targeted gene expression profiling. Additionally human PDAC samples were used to validate the expression of toll-like receptor
3 (TLR3) by immunohistochemistry. Results from the study demonstrated Ampligen decreased the proliferation and migration ability of CFPAC-1
cells. In addition, it decreased the proliferation of MIAPaCa-2 cells and the migration of PANC-1 cells. However, it did not have a dual
effect in MIAPaCa-2 and PANC-1 cells. Interestingly, TLR3 was highly expressed in CFPAC-1 cells, low expressed in MIAPaCa-2 and not expressed
in PANC-1. Gene expression analysis revealed the upregulation of interferon-related genes, chemokines, interleukins and cell cycle regulatory
genes. The heterogeneity of TLR3 expression was confirmed in human PDAC samples. Based on these results, treating pancreatic cancer with
Ampligen may have a direct anti-tumor effect in pancreatic cancer cells expressing TLR-3.
Ampligen
as a Potential Antiviral
Following
the SARS-CoV-1 outbreak in 2002-03, Ampligen exhibited excellent antiviral properties and protective survival effect in NIH-contracted
studies of SARS-CoV-1-infected mice, which is very similar to SARS-CoV-2, the novel virus that causes COVID-19.
●
The
Barnard 2006 study (https://journals.sagepub.com/doi/abs/10.1177/095632020601700505) found that Ampligen reduced virus lung levels
to below detectable limits.
●
The
Day 2009 study (https://www.sciencedirect.com/science/article/pii/S0042682209005832) found that, instead of 100% mortality, there
was 100% protective survival using Ampligen.
We
compared key transcription regulatory sequences of SARS-CoV-1 to SARS-CoV-2 and found significant similarities, suggesting highly probable
extension of the antiviral effects of Ampligen in the earlier NIH-contracted SARS experiments to COVID-19. The SARS-CoV-2 virus –
which causes COVID-19 – shares important genomic and pathogenic similarities with SARS-CoV-1 (hence its name). Since Ampligen has
shown antiviral activity against more distantly related coronaviruses, there was a reasonable probability that the antiviral effects
of Ampligen against SARS-CoV-1 will likely extend to SARS-CoV-2, and as discussed below, recently, Ampligen has demonstrated ex vivo
antiviral activity against SARS-CoV-2. We believe that this creates a compelling case for clinical trials to evaluate Ampligen as a potential
tool in the fight against COVID-19.
Since
the late 2019 outbreak of SARS-CoV-2, we have worked to determine whether Ampligen could be an effective treatment for this virus or
could be part of a vaccine. We believe that Ampligen has the potential to be both an early-onset treatment for and prophylaxis against
SARS-CoV-2. We believe that prior studies of Ampligen in SARS-CoV-1 animal experimentation may predict similar protective effects against
the new virus.
In
February 2020, we filed three provisional patent applications related to Ampligen in our efforts toward joining the global health community
in the fight against the deadly coronavirus (See: https://aimimmuno.com/press-release/aim-immunotech-files-provisional-patent-application-for-the-use-of-ampligenr-as-a- potential-therapy-for-covid-19-induced-chronic-fatigue/).
Our three provisional patent applications include: 1) Ampligen as a therapy for the coronavirus; 2) Ampligen as part of a proposed intranasal
universal coronavirus vaccine that combines Ampligen with inactivated coronavirus, conveying immunity and cross-protection and; 3) a
high-volume manufacturing process for Ampligen. Under the Patent Cooperation Treaty of 1970, which provides international protections
for patents, these three provisional patent applications were converted into two international patent applications based on the date
of their filings.
16
In
May 2020, the FDA authorized an IND for Roswell Park to conduct a Phase 1/2a study of a regimen of Ampligen and interferon alpha in cancer
patients with COVID-19 infections. This clinical trial, sponsored by Roswell Park in collaboration with us, will test the safety of this
combination regimen in patients with cancer and COVID-19, and the extent to which this therapy will promote clearance of the SARS-CoV-2
virus from the upper airway. Several subjects have been treated. It is planned that the phase 1/2a study will enroll up to 44 patients
in two stages. Phase 1 will see 12-24 patients receiving both Ampligen and interferon alpha-2b at escalating doses. Once that initial
phase is complete, further study participants will be randomized to two arms: one receiving the two-drug combination and a control group
who will not receive Ampligen or interferon alpha but will receive best available care. We are a financial sponsor of the study and will
provide Ampligen at no charge for this study. In November 2020, the first patient in the study had been enrolled and treated. This study
was amended to add 20 patients, with 10 randomized to receive a single dose of Ampligen and 10 patients to receive current best therapies.
(See clinicaltrials.gov/NCT04379518). Roswell reported partial results from the study.
We
also entered into a specialized services agreement with Utah State University and have supplied Ampligen to support the University’s
Institute for Viral Research in its research into SARS-CoV-2. The Utah State results show that Ampligen was able to decrease SARS-CoV-2
infectious viral yields by 90% at clinically achievable intranasal Ampligen dosage levels.
In
October 2020, we received IRB approval for the expansion of the AMP-511 Expanded Access Program clinical trial for ME/CFS to include
patients previously diagnosed with SARS-CoV-2, but who still demonstrate chronic fatigue-like symptoms. Eight Long-COVID patients have
been treated with Ampligen in AMP-511 since January 2021. One patient is still receiving treatment.
In
January 2021, we entered into a Sponsor Agreement with CHDR to manage a Phase 1 randomized, double-blind study to evaluate the safety
and activity of repeated intranasal administration of Ampligen. AIM funded and sponsored the study. This study was designed to assess
the safety, tolerability and biological activity of repeated administration of Ampligen intranasally. A total of 40 healthy subjects
received either Ampligen or a placebo in the trial, with the Ampligen given at four escalating dosages across four cohorts, to a maximum
level of 1,250 micrograms. The study was completed, and the Final Safety Report reported no Serious or Severe Adverse Events at any dosage
level. We believe that the trial is a critical step in our efforts to develop Ampligen as a potential prophylaxis or treatment for COVID-19
and other respiratory viral diseases. Amarex provided us with monitoring support during the trial.
Additionally,
we filed two COVID-19-related provisional patent applications in the third quarter of 2021. In August, we filed an application for Ampligen
as both an intranasal and an intravenous therapy for what we describe as Post-COVID conditions. The people suffering from Post-COVID
conditions, including some young adults, can be afflicted with severe difficulties in concentrating; serious memory problems; and the
inability to live an active lifestyle, to work and even to perform everyday tasks. Early data has demonstrated that patients with symptoms
of Post-COVID conditions being treated with Ampligen in the ongoing AMP-511 Expanded Access Program have reported improvements in fatigue
symptoms. Similarly, in ME/CFS, data supports the claim that Ampligen improves fatigue symptoms. Then in September 2022, we filed a patent
application for Ampligen as a potential early-onset intranasal therapy designed to enhance and expand infection-induced immunity, epitope
spreading, cross-reactivity and cross-protection in patients exposed to a wide range of RNA respiratory viruses, such as influenza, Rhinoviruses
and SARS-CoV-2.
In
addition to securing these two provisional patent applications, we also moved forward with proposed studies in these areas and with Pre-Investigational
New Drug Applications in September 2021. One pre-IND was for a Phase 2, two-arm, randomized, double-blind, placebo-controlled, multicenter
study to evaluate the efficacy and safety of Ampligen in patients experiencing Post-COVID conditions (originally referred to as Post-COVID
Cognitive Dysfunction (PCCD) and has been revised to Post-COVID conditions).
We
believe that Ampligen has the potential to be both an early-onset treatment for, and prophylaxis against, SARS-CoV-2. We believe that
prior studies of Ampligen in SARS-CoV-1 animal experimentation may predict similar protective effects against the newer virus.
Ampligen
as a Treatment for ME/CFS and Post-COVID Conditions
In
July 2023, we enrolled and dosed the first patient in our Phase 2 study evaluating Ampligen® as a potential therapeutic for people
with post-COVID conditions (“AMP-518”). We announced in August 2023 that the study had met the planned enrollment of 80 subjects
ages 18 to 60 years who have been randomized 1:1 to receive twice-weekly intravenous infusions of Ampligen or placebo for 12 weeks, with
a follow-up phase of two weeks. All patients have completed the study, and topline data was reported in February 2024.
17
In
January 2025, we announced that the final Clinical Study results from AMP-518 had been posted to ClinicalTrials.gov. The results support
our belief in Ampligen as a potential therapeutic for people with the moderate-to-severe Post-COVID condition of fatigue, and that this
would be the likely subject population for AIM’s planned follow-up clinical trial. Study subjects with Long COVID were, on average,
able to walk farther in a Six-Minute Walk Test (“6MWT”) when compared to subjects who received a placebo. The 6MWT measured
the distance a subject was able to walk in six minutes as a baseline and then again at 13 weeks. A clear signal of significant potential
(p <0.02, two-tailed T-test) was observed in Ampligen-treated subjects with a baseline 6MWT less than 205 meters, who saw a mean improvement
of 139 meters, compared to a mean improvement of 91 meters in the corresponding part of the group who received the placebo. AIM therefore
believes that any future trial design should focus on Ampligen’s therapeutic potential for subjects whose Long COVID-related fatigue
can be categorized as moderate or worse.
Myalgic
Encephalomyelitis/Chronic Fatigue Syndrome (ME/CFS), also known as Chronic Fatigue Immune Dysfunction Syndrome (“CFIDS”)
and Chronic Fatigue Syndrome (CFS), is a serious and debilitating chronic illness and a major public health problem. ME/CFS is recognized
by both the government and private sector as a significant unmet medical need, including the U.S. National Institutes of Health (“NIH”),
FDA and the CDC.
Many
severe ME/CFS patients become completely disabled or totally bedridden and are afflicted with severe pain and mental confusion even at
rest. ME/CFS is characterized by incapacitating fatigue with profound exhaustion and extremely poor stamina, sleep difficulties and problems
with concentration and short-term memory. It is also accompanied by flu-like symptoms, pain in the joints and muscles, tender lymph nodes,
sore throat and new headaches. A distinctive characteristic of the illness is a worsening of symptoms following physical or mental exertion,
which do not subside with rest.
The
high number of younger people being hospitalized for COVID-19 suggests considerable numbers of people in the prime of their lives may
have a COVID-induced ME/CFS-like illness in their future. According to a 2016 journal article, the estimated annual cost of lost productivity
related to ME/CFS was $9-37 billion in the United States, and for direct medical costs it was $9-14 billion.
In
June of 2020, we filed a provisional patent application for, among other discoveries, the use of Ampligen as a potential early-onset
therapy for the treatment of COVID-19-induced chronic fatigue.
Many
survivors of the first SARS-CoV-1 epidemic in 2003 continued to report chronic fatigue, difficulty sleeping and shortness of breath months
after recovering from the acute illness. “After one year, 17% of patients had not returned to work and 9% more had not returned
to their pre-SARS work levels,” according to Simmaron Research. Now there is increasing evidence that patients with COVID-19 can
develop a similar, ME/CFS-like illness. These patients are commonly referred to as “Long Haulers.”
The FDA has authorized the
AMP-511 Expanded Access Program (“AMP-511”), an open-label expanded access treatment protocol (AMP-511) allowing patient
access to Ampligen in a study under which severely debilitated CFS patients have the opportunity to receive Ampligen to treat this
serious and chronic condition. The AMP-511 protocol started in the 1990s and is ongoing. The data collected from the AMP-511
protocol through clinical sites provide safety information regarding the use of Ampligen in patients with CFS. We are establishing
an enlarged database of clinical safety information which we believe will provide further documentation regarding the absence of
autoimmune disease associated with Ampligen treatment. We believe that continued efforts to understand existing data, and to advance
the development of new data and information, will ultimately support our future filings for Ampligen and/or the design of future
clinical studies that the FDA requested in a CRL. The FDA approved an increased reimbursement level from $200 to $345 per 200 mg
vial of Ampligen, due to increased production costs; which was re-authorized in 2021, 2022, 2023, 2024 and 2025. At this time, we do
not plan on passing this adjustment along to the patients in this program. In October 2020, we received IRB approval for the
expansion of the AMP-511 Expanded Access Program clinical trial for ME/CFS to include patients previously diagnosed with SARS-CoV-2
following clearance of the virus, but who still demonstrate chronic fatigue-like symptoms known as Post-COVID conditions. As of
December 31, 2025, there were 4 patients enrolled in this open-label expanded access treatment protocol (including one patient with Post-COVID Conditions). In July 2022, AIM reported
positive preliminary results based on data from the first four Post-COVID Condition patients enrolled in the study. The data show
that, by week 12, compared to baseline, the investigators observed what they considered a clinically significant decrease in
fatigue-related measures. To date, there have been eight such Post-COVID patients treated in this study.
In
November 2020, we announced the publication of statistically significant data detailing how Ampligen could have a considerable positive
impact on people living with ME/CFS when administered in the early stages of the disease. The data were published in PLOS ONE, a peer-reviewed
open access scientific journal published by the Public Library of Science. AIM researchers found that the TLR3 agonist Ampligen substantially
improved physical performance in a subset of ME/CFS patients.
We are holding off on further research and development in ME/CFS/Long-COVID until the ongoing DURIPANC clinical study
in pancreatic ductal adenocarcinoma is complete.
18
Other
Diseases
In
Europe, the EMA has approved the Orphan Medicinal Products Designation for Ampligen as a potential treatment of Ebola virus disease and
for Alferon N Injection as a potential treatment of MERS.
We
concluded our series of collaborations designed to determine the potential effectiveness of Ampligen and Alferon N Injection as potential
preventive and/or therapeutic treatments for Ebola-related disorders. Although we believe that the threat of both MERS and Ebola globally
may reemerge in the future, it appears that the spread of these disorders has diminished.
In
April 2021, we entered into an MTA with the University of Cagliari Dipartimento di Scienze della Vita e dell’Ambiente (“UNICA”),
an educational institution, under the laws of Italy, located in Monserrato (Cagliari), Italy. The MTA relates to the research and development
of the effects of Ampligen and its ability to induce interferon production in several cell lines, and also on the ability of the Ebola
virus protein VP35 to bind to viral dsRNA and impede interferon’s upregulation and activity, and on Ampligen’s ability to
reverse VP35 inhibition of interferon production in biological systems. The data analysis was published in the peer-reviewed journal
Antiviral Research, in a manuscript titled “Ebola virus disease: In vivo protection provided by the PAMP restricted TLR3 agonist
rintatolimod and its mechanism of action.” We believe that the analysis supports a dual mechanism of action when Ampligen is used
as a prophylactic therapy against Ebola Virus Disease.
In
May 2021, we filed a U.S. Provisional Patent Application for Ampligen as a potential therapeutic to possibly slow, halt, or reverse the
progression of Alzheimer’s disease.
In
November 2022, we received notice that the FDA had granted Orphan Drug Designation to Ampligen for the treatment of Ebola virus disease.
In
October 2024, we were granted U.S. patent No. 12,102,649, covering both compositions and methods comprising a range of TRL3 agonist,
within the drug Ampligen, in the treatment of endometriosis, a painful chronic condition in which tissue similar to the lining of the
uterus grows outside the uterus, causing severe pelvic pain and making it difficult or impossible to become pregnant. The patented method
involves the administration of a therapeutically effective amount of a pharmaceutical composition containing our proprietary double-stranded
RNA products. The versatile administration options offer flexibility for patient-specific needs and care. The patent also covers treatments
targeting recurrent endometriosis and includes options for co-administration with interferons, including well-known types such as alpha
and beta interferons.
We
announced in February 2025 our intention to pursue a study of a potential avian influenza combination therapy of Ampligen and AstraZeneca’s
FluMist, a nasal spray vaccine that helps prevent seasonal influenza. The new proposed clinical trial would expand upon previous Company-sponsored
clinical research at the University of Alabama-Birmingham (“UAB”), which indicated that intranasal delivery of Ampligen after
the intranasal delivery of the FluMist seasonal influenza vaccine increased the immune response to seasonal variants in the vaccine by
greater than four-fold and induced cross-reactive secretory Immunoglobulin A against highly pathogenic avian influenza virus strains
H5N1, H7N9 and H7N3. We are seeking collaborative grants from government and industry to defray the cost of the study. We believe that
pre-clinical and clinical work to date – combined with the ever-growing threat of Avian influenza – strongly supports our
decision to move forward with this second Ampligen and FluMist study in humans
MANUFACTURING
ANMAT
in Argentina approved Ampligen for commercial distribution for the treatment of CFS in 2016. Shipment of the drug product to Argentina
was initiated in 2018 to complete the release testing by ANMAT needed for commercial distribution. In September 2019, we received clearance
from the FDA to ship Ampligen to Argentina for the commercial launch and subsequent sales. In June 2020, we received import clearance
from ANMAT to import the first shipment of commercial grade vials of Ampligen into Argentina. We are collaborating with GP
Pharm, now Filaxis, on the commercial launch of Ampligen in Argentina (See “Our Products; Ampligen” above).
Following
our approval in Argentina, in 2017 we engaged Jubilant HollisterStier (“Jubilant”) to be our authorized CMO for Ampligen.
Two lots of Ampligen consisting of more than 16,000 units were manufactured and released in 2018; these lots have been designated for
human use in the United States in the cost recovery CFS program and for expanded oncology clinical trials. The production of additional
polymer (Ampligen intermediates) took place in 2019 at our New Brunswick facility. Additionally, Jubilant manufactured three more lots
of Ampligen in December 2019, January 2020 and December 2023. In addition, we have supplied GP Pharm, now Filaxis, with the Ampligen
required for testing and ANMAT release under the agreement that GP Pharm, now Filaxis, would be the eventual distributor in Argentina.
19
In
June 2022 we entered into a lease agreement with the New Jersey Economic Development Authority for a 5,210 square-foot, state-of-the-art
R&D facility at the New Jersey Bioscience Center (NJBC), primarily consisting of two separate laboratory suites. The lease commenced
on July 1, 2022, and runs through August 31, 2027, but can be extended for an additional five-year period. The facility is AIM’s
operations, research and development center.
Our
business plan calls for the utilization of one or more CMOs to produce Ampligen API. While we believe we have sufficient Ampligen API
to meet our current needs, we are also continually exploring new efficiencies so as to maximize our ability to fulfill future obligations.
In this regard, on December 5, 2022, we entered into a Master Service Agreement and a Quality Agreement with Sterling Pharma Solutions
(“Sterling”) for the manufacture of our Poly I and Poly C12U polynucleotides and transfer of associated test methods at Sterling’s
Dudley, UK location to produce the polymer precursors to manufacture the drug Ampligen. We are utilizing Sterling’s expertise to
refine our approach to polymer production; the validation of the polymer production process with Sterling is ongoing.
Our
second product, Alferon N Injection, is approved by the FDA for commercial sales in the United States for the treatment of genital warts.
It is also approved by ANMAT in Argentina for commercial sales for the treatment of genital warts and in patients who are refractory
to treatment with recombinant interferons. Commercial sales of Alferon N Injection in the United States will not resume until new batches
of commercial filled and finished product are produced and released by the FDA. We will need the FDA’s approval to release commercial
product once we have identified our new manufacturing approach and submitted satisfactory stability and quality release data. Currently,
we are not manufacturing Alferon N Injection and there is no definitive timetable to resume production.
Licensing/Collaborations/Joint
Ventures
To
enable potential availability of Ampligen to patients on a worldwide basis, we have embarked on a strategy to license the product and/or
to collaborate and/or create a joint venture with companies that have the demonstrated capabilities and commitment to successfully gain
approval and commercialize Ampligen in their respective global territories of the world. Ideal partners would have the following characteristics:
well-established global and regional experience and coverage; robust commercial infrastructure; a strong track record of successful development
and registration of in-licensed products; and a therapeutic area fit (e.g., ME/CFS, immuno-oncology).
As
Filaxis has now turned its focus to oncology, we are exploring the potential for the use of Ampligen in Argentina for the treatment of
pancreatic cancer as either a monotherapy or in combination with immunotherapies.
MARKETING/DISTRIBUTION
In
May 2016, we entered into a five-year, exclusive Renewed Sales, Marketing, Distribution and Supply Agreement (the “Agreement”)
with GP Pharm, now Filaxis. Under this Agreement, GP Pharm was responsible for gaining regulatory approval in Argentina for Ampligen
to treat severe CFS in Argentina and for commercializing Ampligen for this indication in Argentina. We granted GP Pharm the right to
expand rights to sell this experimental therapeutic into other Latin America countries based upon GP Pharm achieving certain performance
milestones. We also granted GP Pharm an option to market Alferon N Injection in Argentina and other Latin America countries. They have
since decided to discontinue this effort with Alferon, but we continue to search for other partners in Argentina to continue this project.
The contract was extended in May 2021 with an end date of May 24, 2024. While we are in discussions with Filaxis to extend the agreement,
we are also open to the possibility of looking for a new partner. In August 2021, ANMAT granted a five-year extension to a previous approval
to sell and distribute Ampligen to treat severe CFS in Argentina. This extends the approval until 2026.
In
May 2016, we entered into a five-year agreement (the “Impatients Agreement”) with Impatients, N.V. (“myTomorrows”),
a Netherlands-based company, for the commencement and management of an EAP in Europe and Turkey (the “Territory”) related
to ME/CFS. Pursuant to the agreement, myTomorrows, as our exclusive service provider and distributor in the Territory, is performing
EAP activities. These activities will be directed to (a) the education of physicians and patients regarding the possibility of early
access to innovative medical treatments not yet the subject of a Marketing Authorization (regulatory approval) through named-patient
use, compassionate use, expanded access and hospital exemption, (b) patient and physician outreach related to a patient-physician platform,
(c) the securing of Early Access Approvals (exemptions and/or waivers required by regulatory authorities for medical treatments prior
to Marketing Authorization) for the use of such treatments, (d) the distribution and sale of such treatments pursuant to such Early Access
Approvals, (e) pharmacovigilance (drug safety) activities and/or (f) the collection of data such as patient-reported outcomes, doctor-reported
experiences and registry data. We are supporting these efforts and have supplied Ampligen to myTomorrows at a predetermined transfer
price. In the event that we receive Marketing Authorization in any country in the Territory, we will pay myTomorrows a royalty on products
sold. Pursuant to the Impatients Agreement, the royalty would be a percentage of Net Sales (as defined in the Impatients Agreement) of
Ampligen sold in the Territory where Marketing Authorization was obtained. The formula to determine the percentage of Net Sales will
be based on the number of patients that are entered into the EAP. We believe that disclosure of the exact maximum royalty rate and royalty
termination date could cause competitive harm. However, to assist the public in gauging these terms, the actual maximum royalty rate
is somewhere between 2% and 10% and the royalty termination date is somewhere between five and fifteen years from the First Commercial
Sale of a product within a specific country. The parties established a Joint Steering Committee comprised of representatives of both
parties to oversee the EAP. No assurance can be given that activities under the EAP will result in Marketing Authorization or the sale
of substantial amounts of Ampligen in the Territory. The agreement was automatically extended for a period of 12 months on May 20, 2021;
has been automatically extended for 12 months on each subsequent May 20; and will continue to be automatically extended for periods of
12 months every May 20 until terminated or the terms of the agreement are met.
20
In
January 2017, ANMAT granted a five-year extension to a previous approval to sell and distribute Alferon N Injection (under the brand
name “Naturaferon”) in Argentina. This extended the approval until 2022. A request to extend the approval beyond 2022 has
been filed and is still under review. In February 2013, we received ANMAT approval for the treatment of refractory patients that failed
or were intolerant to treatment with recombinant interferon. GP Pharm now renamed Filaxis has decided not to move forward with this project
and has sent us a notice of termination for this project. However, as there are numerous companies in Argentina now providing patients
treatment with recombinant interferon, we believe these companies and their patients would benefit greatly from having the opportunity
to treat those refractory patients with Naturaferon. We are continuing to seek out potential partners to move this project forward in
the near future.
In
January 2017, the EAP through our agreement with myTomorrows designed to enable access of Ampligen to ME/CFS patients was extended to
pancreatic cancer patients beginning in the Netherlands. myTomorrows is our exclusive service provider in the Territory and will manage
all EAP activities relating to the pancreatic cancer extension of the program.
In
August 2017, we extended our agreement with Asembia LLC, formerly Armada Healthcare, LLC, to undertake the marketing, education and sales
of Alferon N Injection throughout the United States. This agreement has expired. We were in discussions with Asembia about the possibility
of continuing the relationship, while also exploring the possibility of working with other similar companies. However, we still do not
foresee an immediate need for this service and continue to push this search further out in our expected timeline.
In
February 2018, we signed an amendment to the EAP with myTomorrows. This amendment extended the Territory to cover Canada to treat pancreatic
cancer patients, pending government approval. In March 2018, we signed an amendment to the EAP with myTomorrows, pursuant to which myTomorrows
will be our exclusive service provider for special access activities in Canada for the supply of Ampligen for the treatment of ME/CFS.
In
December 2020, we entered into a signed Letter of Agreement with myTomorrows for the delivery of Ampligen for the treatment of up to
16 pancreatic cancer patients. In November 2021, we entered into a signed Letter of Agreement with myTomorrows for the delivery of Ampligen
for the treatment of up to an additional 5 pancreatic cancer patients. In March 2022, we entered into a signed Letter of Agreement with
myTomorrows for the delivery of Ampligen for the treatment of up to an additional 10 pancreatic cancer patients. In November 2022, we
entered into a signed Letter of Agreement with myTomorrows for the delivery of Ampligen for the treatment of up to an additional 10 pancreatic
cancer patients.
COMPETITION
The
major pharmaceutical competitors for Ampligen include Pfizer, GlaxoSmithKline, Merck & Co., Novartis and AstraZeneca. Biotech
competitors include Revolution Medicines, Baxter International, Fletcher/CSI, AVANT Immunotherapeutics, AVI BioPharma and Genta.
These potential competitors are among the largest pharmaceutical companies in the world, are well known to the public and the
medical community, and have substantially greater financial resources, product development, and manufacturing and marketing
capabilities than we have. Although we believe our principal advantage is the unique mechanism of action of Ampligen on the immune
system, we cannot assure that we will be able to compete.
GOVERNMENT
REGULATION
Regulation
by governmental authorities in the U.S. and foreign countries is and will be a significant factor in the manufacture and marketing of
our products and our ongoing research and product development activities. Ampligen and other products developed from the ongoing research
and product development activities will require regulatory clearances prior to commercialization. In particular, new drug products for
humans are subject to rigorous pre-clinical and clinical testing as a condition for clearance by the FDA and by similar authorities in
foreign countries. The process of seeking these approvals, and the ongoing process of compliance with applicable statutes and regulations,
has and will continue to require the expenditure of substantial resources. Any failure by us or our collaborators or licensees to obtain,
or any delay in obtaining, regulatory approvals could materially adversely affect the marketing of any products developed by us and our
ability to receive product or royalty revenue. We have received Orphan Drug designation for certain therapeutic indications, which we
believe might under certain conditions help to accelerate the process of drug development and commercialization. Alferon N Injection
is only approved for use in intralesional treatment of refractory or recurring external genital warts in patients 18 years of age or
older. Use of Alferon N Injection for other applications requires regulatory approval.
21
We
are subject to various federal, state and local laws, regulations and recommendations relating to such matters as safe working conditions,
laboratory and manufacturing practices, the experimental use of animals and the use of and disposal of hazardous or potentially hazardous
substances, including infectious disease agents, used in connection with our research work.
For
more information about the current status of Alferon N Injection and Ampligen, please see “Our Products” above. See also,
“ Our drug and related technologies are investigational and subject to regulatory approval. If we are unable to obtain regulatory
approval in a timely manner, or at all, our operations will be materially harmed and our stock adversely affected ” in “Risk
Factors”.
HUMAN
CAPITAL
As
of December 31, 2025, we had personnel consisting of 19 full-time employees and two part-time employees. Five of the combined personnel
are engaged in our research, development, clinical and manufacturing efforts, with 16 performing regulatory, general administration,
data processing, including bio-statistics, financial and investor relations functions. We have no union employees.
Employee
Engagement
Our
business results depend in part on our ability to successfully manage our human capital resources, including attracting, identifying,
and retaining key talent. Factors that may affect our ability to attract and retain qualified employees include employee morale, our
reputation, competition from other employers, and availability of qualified individuals. We believe our commitment to our human capital
resources is an important component of our mission. We provide all employees with the opportunity to share their opinions in open dialogues
with our human resources department and senior management.
Compensation,
Benefits and Wellness
We
offer fair, competitive compensation and benefits that support our employees’ overall wellness. Further, the health and wellness
of our employees are critical to our success. While we have been successful in attracting skilled and experienced scientific personnel,
there can be no assurance that we will be able to attract or retain the necessary qualified employees and/or consultants in the future.