AIM ImmunoTech Inc. 10-K

ITEM 9A. Controls and Procedures. Effectiveness of Control Procedures As of December 31, 2025, the end of the period covered by this report, we carried out an evaluation under the supervision and with the participation of our Management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Our disclosure controls and procedures are intended to ensure that the information we are required to disclose in the reports that we file or submit under the Securities Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities Exchange Commission’s rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as the principal executive and financial officers, respectively, to allow final decisions regarding required disclosures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the controls and procedures were effective as of December 31, 2025, to ensure that material information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management has concluded that the financial statements included in this Form 10-K present fairly, in all material respects our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America. Changes in Internal Control over Financial Reporting We made no changes in our internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Management’s Report on Internal Control over Financial Reporting Our Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) or 15d-15(f), under the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers and affected by our Board of Directors, Management and other personnel, and to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on its financial statements. 47 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, Management used the criteria set forth in the framework in 2013 established by the Committee of Sponsoring Organizations of the Treadway Commission Internal Control—Integrated Framework, (COSO). A material weakness is a deficiency, or combination of deficiencies, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management has concluded that we did maintain effective internal control over financial reporting as of December 31, 2025, based on the criteria set forth in “Internal Control—Integrated Framework” issued by the COSO. This report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permits us to provide only management’s report in this report. ITEM 9B. Other Information. None. ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. PART III ITEM 10. Directors and Executive Officers and Corporate Governance. The following sets forth biographical information about each of our Directors and Executive Officers as of the date of this report: Name Age Position Thomas K. Equels, M.S., J.D. 73 Chief Executive Officer, President and Director Nancy Bryan, MBA 68 Director William M. Mitchell, M.D., Ph.D. 91 Chair of the Board and Director Ted D. Kellner 79 Director David Chemerow, MBA 74 Director Peter W. Rodino III, Esq. 74 Chief Operating Officer, General Counsel and Secretary Robert Dickey IV, MBA 70 Chief Financial Officer Each Director has been elected to serve until the next annual meeting of stockholders, or until their earlier resignation, removal from office, death or incapacity. Each Executive Officer serves at the discretion of the Board of Directors, subject to rights, if any, under contracts of employment. We believe our Board Members represent a desirable diversity of backgrounds, skills, education and experiences, and they all share the personal attributes of dedication to be effective directors. In recommending Board candidates, Corporate Governance and Nomination Committee considers a candidate’s: (1) general understanding of elements relevant to the success of a publicly traded company in the current business environment; (2) understanding of our business; and (3) diversity in educational and professional background. The Committee also gives consideration to a candidate’s judgment, competence, dedication and anticipated participation in Board activities along with experience, geographic location and special talents or personal attributes. The following are qualifications, experience and skills for Board members which are important to our business and its future: Leadership Experience : We seek directors who have demonstrated strong leadership qualities. Such leaders bring diverse perspectives and broad business insight to our Company. The relevant leadership experience that we seek includes a past or current leadership role in a large or entrepreneurial company, a senior faculty position at a prominent educational institution or a past elected or appointed senior government position. 48 Industry or Academic Experience : We seek directors who have relevant industry experience, both with respect to the disease areas where we are developing new therapies as well as with the economic and competitive dynamics of pharmaceutical markets, including those in which our drugs will be prescribed. Scientific, Legal or Regulatory Experience : Given the highly technical and specialized nature of biotechnology, we desire that certain of our directors have advanced degrees, as well as drug development experience. Since we are subject to substantial regulatory oversight, both here and abroad by the FDA and other agencies, we also desire directors who have legal or regulatory experience. Finance Experience : We believe that our directors should possess an understanding of finance and related reporting processes, particularly given the complex budgets and long timelines associated with drug development programs. THOMAS K. EQUELS, M.S., J.D. is our Chief Executive Officer (since 2016), President (since 2015) and Executive Vice Chair (since 2008). He has also been one of our Directors since 2008. Mr. Equels was formerly the President and Managing Director of the Equels Law Firm in Miami, Fla. For over a quarter century, he represented national governments, state governments and private companies in banking, insurance, aviation, pharmaceutical and construction matters. He also was on numerous occasions the court-appointed receiver to turn around distressed companies. Mr. Equels received his Juris Doctor degree with high honors from Florida State University. He received his Bachelor of Science, summa cum laude, from Troy University and also obtained his Master of Science Degree from Troy University. Mr. Equels began his professional career as a military pilot. He served in Vietnam and was awarded two Distinguished Flying Crosses, the Bronze Star, the Purple Heart, and fifteen Air Medals. In 2012, he was Knighted by Pope Benedict. THOMAS K. EQUELS, M.S., J.D. - Director Qualifications: ● Leadership Experience – Military, Owner and former President, Managing Director of Equels Law Firm, Court appointed receiver in numerous industries; ● Industry Experience – as legal counsel, General Counsel, CFO and CEO; and ● Biotech, Scientific, Legal or Regulatory Experience - Law degree with over 25 years as a practicing attorney specializing in litigation, development of clinical trials, creating intellectual property concepts, and established plan to finance drug development. NANCY K. BRYAN, MBA was appointed as a Director in March 2023. Ms. Bryan is an established leader with more than 35 years of experience in the life sciences industry. She has served on executive leadership teams and played key roles in biopharmaceutical companies’ successes, including marketing, sales, business development, financing, and communications. From 2013 to 2023, Ms. Bryan served as President and CEO of BioFlorida Inc., an association supporting the advancement of life sciences in Florida. Prior to joining BioFlorida, Ms. Bryan began her career with major pharmaceutical companies including Merck, GlaxoSmithKline and Bayer Pharmaceuticals. She then went on to serve in a number of executive leadership positions in specialty pharmaceuticals and smaller, start-up biotech companies, including Elan Pharmaceuticals, Indevus Pharmaceuticals and NPS Pharmaceuticals. Throughout her career, Ms. Bryan helped develop launch, and commercialize many products including blockbusters (Zantac, Levitra), major biologics (Tysabri) and orphan drugs for rare diseases (Valstar for bladder cancer, Supprelin LA for central precocious puberty), and helped establish franchises in a wide variety of therapeutic areas, including Oncology, Anti-infectives, GI, Urology and Autoimmune (MS, CD). She has established a successful track record with introducing strategic and tactical solutions to develop global markets as well as launch, grow and turn around established and underperforming drugs, resulting in greater revenue, market share, profitability and stockholder value. Ms. Bryan holds a BA in Economics from the University of Virginia and an MBA from Columbia University, and her academic honors include Phi Beta Kappa and Beta Gamma Sigma. NANCY K. BRYAN, MBA – Director Qualifications: ● Leadership Experience – President and CEO of BioFlorida; served on executive leadership teams and played a key role in biopharmaceutical companies’ successes including marketing, sales, business development, financing initiatives and investor and PR communications; and ● Industry/Commercialization Experience – Experience in Biopharmaceuticals in commercial positions of increasing responsibility involving primary care, biologics and specialty markets; throughout her career, she has developed, launched and commercialized many products, major biologics and orphan drugs for rare diseases and has established franchises in a wide variety of therapeutic areas including: Oncology, Anti-infectives, GI and Autoimmune (MS,CD). 49 WILLIAM M. MITCHELL, M.D., Ph.D. has been a director since July 1998 and Chair of the Board since February 2016. Dr. Mitchell has served as a Professor of Pathology, Microbiology & Immunology, at Vanderbilt University School of Medicine since 1966 and is a board-certified physician. Dr. Mitchell earned an M.D. from Vanderbilt and a Ph.D. from Johns Hopkins University, where he served as House Officer in Internal Medicine, followed by a Fellowship at its School of Medicine. Dr. Mitchell has published over 250 papers, reviews and abstracts that relate to viruses, anti-viral drugs, immune responses to viral infection, detection in blood of cancer DNA (i.e., the liquid biopsy), and other biomedical topics. Dr. Mitchell has worked for and with many professional societies that have included the American Society of Investigative Pathology, the International Society for Antiviral Research, the American Society of Clinical Oncology, the American Society of Biochemistry and Molecular Biology, the American Chemical Society, and the American Society of Microbiology. Dr. Mitchell is a member of the American Medical Association. He has served on numerous government review committees, among them the Centers for Disease Control and Prevention (CDC) and the National Institutes of Health, including the initial AIDS and Related Research Review Group. Dr. Mitchell previously served as one of the Company’s directors from 1987 to 1989. WILLIAM M. MITCHELL, M.D., Ph.D. - Director Qualifications: ● Leadership Experience – Professor at Vanderbilt University School of Medicine. He was an independent member of the Board of Directors for Chronix Biomedical and was Chairman of its Medical Advisory Board. Additionally, he has served on multiple governmental review committees of the National Institutes of Health, Centers for Disease Control and Prevention and for the European Union, including key roles as Chairman; ● Academic and Industry Experience – Physician scientist with extensive investigative experience on viral and immunology, and cancer issues relevant to our scientific business along with being a former independent Director of an entrepreneurial diagnostic company (Chronix Biomedical) that is involved in next generation DNA sequencing for blood based cancer diagnosis (i.e.- the liquid biopsy); and ● Scientific, Legal or Regulatory Experience - M.D., Ph.D. and professor at a top ranked school of medicine, and inventor of record on numerous U.S. and international patents who is experienced in regulatory affairs through filings with the FDA. TED D. KELLNER was elected as a Director of the Company in December 2024. Mr. Kellner is a Chartered Financial Analyst with over 50 years of investment experience and currently manages his personal and family investments after retiring in 2017 from his career as a portfolio manager at Fiduciary Management, Inc., an investment management firm that he founded in 1980. Fiduciary Management, Inc. currently manages approximately $13 billion in assets, pension and profit-sharing trusts, Taft-Hartley and public funds, endowments and personal trusts throughout the United States. He is also the Chairman of Fiduciary Real Estate Development Inc., a business founded by Mr. Kellner in 1984 that owns and manages over $2.5 billion in multi-family residential units. Mr. Kellner previously served as a director of Metavante Technologies, Inc., a then publicly-traded company that provided banking and payments technologies to financial services firms, from 2007 to 2009, and Marshall & Ilsley Corporation, a then publicly-traded bank and financial holding company, from 2000 to 2011. He also served as a director of each of the American Family Mutual Insurance Company from 2001 to 2018 and currently serves on the board of the Kelben Foundation, a family foundation focused on education and health programs. Mr. Kellner holds a BBA in Finance, Investments, and Banking from the University of Wisconsin. TED D. KELLNER - Director Qualifications: ● Leadership Experience – Executive and founder of Fiduciary Management, Inc. and Board of Directors Chairman and founder of Fiduciary Real Estate Development Inc. Extensive experience serving as an independent Board Member on three public company Boards, including participation on Executive, Compensation, Finance, and Investment committees. Additionally, he has served as a Board Member for several private company and non-profit organizations; and ● Finance Experience – Over 50 years of experience with financial analysis both as an executive and investor, executing strategic plans, overseeing day-to-day financial management, and identifying investment monetization opportunities. DAVID CHEMEROW, MBA was appointed as a Director of the Company in February 2025. Mr. Chemerow brings more than 40 years of finance, accounting and operations leadership experience across multiple industries. He previously served as the Chief Financial Officer and Treasurer, and prior to that as Chief Revenue Officer, of Comscore, Inc., an American-based global media measurement and analytics company. Prior to his tenure at Comscore, Mr. Chemerow served as the Chief Operating Officer and Chief Financial Officer of Rentrak Corporation through its merger with Comscore, Inc. in January 2016. Prior to 2009, Mr. Chemerow held senior executive roles leveraging his financial, business and operational expertise across multiple companies. Mr. Chemerow earned an AB in mathematics from Dartmouth College in 1973 and an MBA from the Amos Tuck School of Business Administration at Dartmouth College in 1975. DAVID CHEMEROW, MBA – Director Qualifications ● Leadership Experience – Held senior executive roles leveraging his financial, business and operational expertise across multiple companies. Currently serves on the Board of Directors for Dunham’s Athleisure Corporation and on the Advisory Board of Huntington Outdoor, LLC, and also serves on the Advisory Board of non-profit theater, Theatre Lab, and is Vice President of the Board of the Pilot Hill Farm Association. Previously served as a member of the Board of Directors of RiceBran Technologies, Inc. and served 15 years as a Board member of Playboy Enterprises; and ● Finance Experience - More than 40 years of finance, accounting and operations leadership experience across multiple industries. Served as the Chief Financial Officer and Treasurer, and prior to that as Chief Revenue Officer, of Comscore, Inc., an American-based global media measurement and analytics company. Served as the Chief Operating Officer and Chief Financial Officer of Rentrak Corporation through its merger with Comscore, Inc. 50 Information about our Executive Officers In addition to Mr. Equels (discussed above), the following are our Executive Officers: PETER W. RODINO, III, Esq. was a director of the Company from July 2013 until September 30, 2016, when Mr. Rodino resigned as a member of our Board to permit him to serve the Company in a new capacity. Effective October 1, 2016, we retained Mr. Rodino as our Executive Director for Governmental Relations, and as our General Counsel and, as of October 16, 2019, Mr. Rodino assumed the role of Chief Operating Officer. Mr. Rodino has been our Secretary since November 2016. Mr. Rodino has broad legal, financial, and executive experience. In addition to being President of Rodino Consulting LLC and managing partner at several law firms during his many years as a practicing attorney, he served as Chairman and CEO of Crossroads Health Plan, the first major Health Maintenance Organization in New Jersey. He also has had experience as an investment executive in the securities industry and acted as trustee in numerous Chapter 11 complex corporate reorganizations. Previously, as founder and president of Rodino Consulting, Mr. Rodino provided business and government relations consulting services to smaller companies with a focus on helping them develop business plans, implement marketing strategies and acquire investment capital. Mr. Rodino holds a B.S. in Business Administration from Georgetown University and a J.D. degree from Seton Hall University. ROBERT DICKEY IV, MBA has been our Chief Financial Officer since April 4, 2022. Mr. Dickey was a senior vice president of the Company from 2008 until 2013. Mr. Dickey has more than 25 years of experience in C-suite financial leadership for life science and medical device companies, both private and public, ranging from preclinical development to commercial operations and across a variety of disease areas and medical technologies. Mr. Dickey has served as Managing Director at Foresite Advisors since March 2020 assuming responsibility for CFO advisory, financial analysis, capital raising, and transactional support/execution for public offerings and M&A services at life science companies. Mr. Dickey serves as a member on the board of directors of AngioGenex, SFA Therapeutics and GSNO Therapeutics. Throughout his career he has demonstrated C-level (CFO, COO and CEO) and Board level experience in public, private, revenue stage and development stage life sciences and medical device companies and has played a leading role in two start-ups. Earlier in his career, Mr. Dickey spent 18 years in investment banking, primarily at Lehman Brothers, with a background split between mergers and acquisitions and capital markets transactions. Mr. Dickey is experienced in all stages of the business lifecycle, including start-up, high-growth and turnarounds, and in building businesses and achieving an exit. He also has international experience, expertise in public and private financings, M&A, partnering/licensing transactions, project management and Chapter 11 reorganizations, as well as interacting with boards, VC’s, shareholders and Wall Street. Mr. Dickey has an MBA from The Wharton School and an AB from Princeton University. Audit Committee The Audit Committee of our Board consists of Ms. Bryan (Chair), Dr. Mitchell, Mr. Kellner and Mr. Chemerow, all of whom have been determined by the Board to be Independent Directors as required under Section 803(2) of the NYSE: American Company Guide and Rule 10A-3 under the Exchange Act. The Board has determined that Ms. Bryan and Mr. Chemerow each qualifies as an “audit committee financial expert” as that term is defined by Section 803B(2) of the NYSE: American Company Guide and the rules and regulations of the SEC. Messrs. Kellner and Chemerow were appointed to the Audit Committee on March 13, 2025. We believe all of the foregoing to be independent of management and free of any relationship that would interfere with their exercise of independent judgment as members of this Committee. The principal functions of the Audit Committee are to (1) assist the Board in fulfilling its oversight responsibility relating to the annual independent audit of our consolidated financial statements and management’s assessment of internal control over financial reporting, the engagement of the independent registered public accounting firm and the evaluation of the independent registered public accounting firm’s qualifications, independence and performance; (2) select the independent registered public accounting firm, oversee the work of the independent registered public accounting firm, pre-approve all auditing services of the independent registered public accounting firm and evaluate the independent registered public accounting firm’s qualifications, independence and performance; (3) prepare the reports or statements as may be required by NYSE American or the securities laws; (4) assist the Board in fulfilling its oversight responsibility relating to the integrity of our financial statements and financial reporting process and our system of internal accounting and financial controls; (5) discuss the financial statements and reports with management and the independent registered public accounting firm, including critical accounting policies and practices, our disclosures in our Annual Report and any significant financial reporting that arose in the preparation of the audited financial statements; and (6) oversee the Disclosure Control Committee. The Audit Committee is authorized to engage independent counsel and other advisors as it deems necessary. 51 This Audit Committee formally met four times in 2025 and acted by unanimous consent on three occasions. Our General Counsel and Chief Financial Officer support the Audit Committee in its work. The full text of the Audit Committee’s Charter, as approved by the Board, is available on our website: http://www.aimimmuno.com in the “Investors” tab under “Corporate Governance”. Scientific Advisory Board (“SAB”) The SAB was established to leverage its members’ scientific and pharmaceutical expertise and advice to advance our drug development programs by providing guidance on steering us forward and capitalizing on business opportunities as well as interactions with the FDA. It is responsible for: (i) reviewing all submissions made by us to the FDA and other regulators to ensure that the submissions fully, accurately, and timely describe the status of any clinical trials, tests, or other studies or analyses of drug safety and efficacy undertaken by us, and any agreements, protocols, or guidance provided by relevant regulatory agencies; and (ii) monitoring and supervising our relationship with the FDA. The SAB shall have free and open access to our scientific and executive personnel, including the Chief Scientific Officer and the members of our Board of Directors. The SAB is comprised of William Mitchell, M.D., Chairman, and Ronald Brus, M.D., W. Neal Burnette, M.D., Christopher Nicodemus, M.D., and Philip Ransom Roane, Ph.D. all of whom are members. The SAB did not meet in 2025. Disclosure Controls Committee The Disclosure Controls Committee (“DCC”) reports to the Audit Committee and is responsible for procedures and guidelines on managing disclosure information. The purpose of the DCC is to make certain that information required to be publicly disclosed is properly accumulated, recorded, summarized and communicated to the Board and management. This process is intended to allow for timely decisions regarding communications and disclosures and to help ensure that we comply with related SEC rules and regulations. The DCC is responsible for (1) implementing, monitoring and evaluating our disclosure controls and procedures; (2) reviewing and evaluating our interactions with the FDA and other similar regulatory bodies; and (3) reviewing with the Audit Committee our earnings and other press releases and periodic reports and proxy statements that are to be filed with the SEC. Robert Dickey, our CFO, is the DCC’s Investor Relations Coordinator and Chair. The other members of the DCC are Peter Rodino, our COO and General Counsel, Dr. William Mitchell, one of our Independent Directors, Diane Young, our Clinical Project Manager, Jodie Pelz, our Director of Accounting and Finance, and Ann Marie Coverly, Director of HR and Administration serving as the Deputy Investor Relations Coordinator. The full text of the DCC’s Charter, as approved by the Board, is available on our website: www.aimimmuno.com in the “Investors” tab under “Corporate Governance.” The DCC actively met on numerous occasions in 2025. Executive Committee In February 2016, our Board formed the Executive Committee. Mr. Equels, our Chief Executive Officer, is the chair of the Committee and is a member of the Committee along with two of our independent directors, Dr. Mitchell and Ms. Bryan. On March 13, 2025, Mr. Kellner was appointed as an additional member of this committee. The Executive Committee reports to the Board, and its purpose is to aid the Board in handling matters which, in the opinion of the Chairman of the Board, should not be postponed until the next scheduled meeting of the Board. The full text of the Executive Committee Charter, as approved by the Board, is available on our website: www.aimimmuno.com in the “Investors” tab under “Corporate Governance”. The Committee did not meet in 2025. Compensation Committee The Compensation Committee consists of Nancy Bryan (Chair), William Mitchell, M.D., Ph.D., Ted Kellner and David Chemerow. Messrs. Keller and Chemerow were appointed to this committee on March 13, 2025. Each of these committee members is “independent” under applicable NYSE American rules, a “Non-Employee Director” as defined in Rule 16b-3 under the Exchange Act, and an “Outside Director” as defined under the U.S. Treasury regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The Compensation Committee oversees implementation and administration of our compensation and employee benefits programs with the goal of attracting, retaining and motivating executives and officers, as well as other employees, to improve their performance and our financial performance. In that regard, the Compensation Committee (1) reviews and approves corporate goals and objectives relevant to compensation; (2) evaluates the performance and compensation of our officers and executives and reviews the compensation of all other non-officer executives that are considered highly paid; (3) reviews and approves employment agreements, severance agreements, change of control agreements, deferred compensation agreements, perquisites and similar compensation arrangements of our executive officers; (4) makes recommendations to the Board on the compensation of non-employee members of the Board; (5) administers our incentive and equity-based compensation plans, including, approving the grant of equity awards under such plans, reviewing such plans and making recommendations to the Board regarding the adoption, amendment or termination of such plans; (6) selects and determines the fees and scope of work of its compensation consultants; and (7) reviews our compensation strategy to assure that it continues to advance our objectives and promote stockholder value. The full text of the Compensation Committee’s Charter, as approved by the Board, is available on our website: www.aimimmuno.com in the “Investors” tab under “Corporate Governance”. 52 This Committee formally met one time in 2025, and all committee members were in attendance for the meetings. Our General Counsel, Chief Financial Officer and Director of Human Resources support the Compensation Committee in its work. Corporate Governance and Nomination Committee The Corporate Governance and Nomination Committee consists of Dr. William M. Mitchell (Chair) and Director, and Nancy K. Bryan, Director. In 2025, the Corporate Governance and Nomination Committee met two times and acted by unanimous consent on one occasion. All committee members were in attendance for the meetings. All of the members of the Committee meet the independence standards contained within the NYSE American Company Guide and AIM’s Corporate Governance Guidelines. The full text of the Corporate Governance and Nomination Committee Charter as well as the Corporate Governance Guidelines, are available on our website: https://aimimmuno.com/corporate-governance/ . The Corporate Governance and Nomination Committee is responsible for (1) assisting the Board in identifying, recommending, assessing, recruiting and selecting candidates to serve as members of the Board, including in connection with filling vacancies; (2) assisting the Board in developing criteria for identifying and selecting individuals for nomination to the Board; (3) advising the Board with respect to the Board’s composition, procedures and committees; (4) reviewing, assessing and recommending appropriate Corporate Governance Guidelines; (5) reviewing the charter of each committee of the Board and recommending to the Board the number, identity and responsibilities of each committee; (6) reviewing our business practices as they relate to preserving our good reputation; (7) developing and recommending to the Board procedures for succession planning for our executives and continuity of the Board; and (8) assessing the effectiveness of the Board in meeting the long-terms interest of the stockholders. The Committee is authorized to retain search firms and other consultants to assist it in identifying candidates and fulfilling its other duties. Stockholders who wish to suggest qualified candidates should write to the Corporate Secretary, AIM ImmunoTech Inc., 2117 SW Highway 484, Ocala, Florida 34473, stating in detail the qualifications of such persons for consideration by the Committee. Director candidates should demonstrate the qualifications, experience and skills for Board members which are important to AIM’s business and its future. We aspire to the highest standards of ethical conduct; reporting results with accuracy and transparency; and maintaining full compliance with the laws, rules and regulations that govern our business. AIM’s Corporate Governance Guidelines embody many of our policies and procedures which are at the foundation of our commitment to best practices. The guidelines are reviewed annually and revised if deemed necessary, to continue to reflect best practices. Code of Ethics Our Board of Directors adopted a revision to the 2003 Code of Ethics and business conduct for officers, directors, employees, agents and consultants. The principal amendments included broadening the Code’s application to our agents and consultants, adoption of a regulatory compliance policy and adoption of a policy for protection and use of Company computer technology for business purposes only. On an annual basis, this Code is reviewed and signed by each Officer, Director, employee and strategic consultant with none of the amendments constituting a waiver of provision of the Code of Ethics on behalf of our Chief Executive Officer, Chief Financial Officer, or persons performing similar functions. You may obtain a copy of this Code by visiting our website at www.aimimmuno.com (Investors / Corporate Governance) or by written request to our office at 2117 SW Highway 484, Ocala, FL 34473. Insider Trading Policy Our Insider Trading Policy is contained in our Code of Ethics (see above) which, inter alia, governs the purchase, sale and other dispositions of our securities by directors, officers and employees and our affiliates, as well as their immediate family members and other persons living in their households. The Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and any listing standards applicable to us. The Insider Trading Policy prohibits covered persons from directly or indirectly purchasing or selling our securities while in possession of material non-public information concerning us. 53 Equity Grant Practices Although we have not adopted a formal policy pertaining to the timing of stock option grants to our named executive officers, it is our practice no t to time the grant of equity awards, including stock options, in relation to the release of material non-public information (“MNPI”). Similarly, the Company does no t time the disclosure of MNPI for the purpose of affecting the value of executive compensation. In addition, our Compensation Committee generally approves the grant of equity awards for our executive officers, including each of the named executive officers. Limitation on Liability and Indemnification of Directors and Officers Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. You may obtain a copy of this Code by visiting our website at www.aimimmuno.com (Investors / Corporate Governance) or by written request to our office at 2117 SW Highway 484, Ocala, FL 34473. Section 16(a) Beneficial Ownership Reporting Compliance Under federal securities laws, our directors and officers, and any beneficial owner of more than 10% of a class of our equity securities, are required to report their ownership of the Company’s equity securities and any changes in such ownership in a timely manner. We are required to disclose in this Report any delinquent filing of such reports and any failure to file such reports during the fiscal year ended December 31, 2025. Based solely upon information provided by officers and directors and greater than 10% owners, we are not aware of any filings not made on a timely basis. ITEM 11. Executive Compensation. COMPENSATION DISCUSSION AND ANALYSIS This discussion and analysis describes our executive compensation philosophy, process, plans and practices as they relate to our “Named Executive Officers” (“NEO”) listed below and gives the context for understanding and evaluating the more specific compensation information contained in the narratives, tables and related disclosures that follow. For the purposes of discussion and analysis, the following NEOs are included in the narratives, tables and related disclosures that follow: ● Thomas K. Equels, Chief Executive Officer (“CEO”) and President; and ● Robert Dickey IV, Chief Financial Officer (“CFO”); and ● Peter Rodino, Chief Operating Officer (“COO”), General Counsel and Company Secretary (“CS”). In November 2020, we entered into an employment agreement with Thomas Equels. The agreement runs for five years and is automatically renewed for an additional five-year period unless terminated in writing prior to the end of the then-current term. The agreement was automatically renewed in 2025. Compensation is divided into both short- and long-term compensation. Short-term (cash) compensation consists of a base salary of $850,000. Mr. Equels will be awarded a year-end target bonus based on performance and goals established by the Compensation Committee of up to $350,000. Long term compensation will be provided by 100,000 non-qualified yearly stock options with one-year vesting commencing on November 30, 2021. In March 2021, we entered into an employment agreement with Peter Rodino. The agreement runs for three years and is automatically renewed for an additional three-year period unless terminated in writing prior to the end of the then current term. The Agreement renewed in November 2024. Compensation is divided into both short- and long-term compensation. Short-term (cash) compensation consists of a base salary of $425,000. Mr. Rodino will be awarded a year-end target bonus based on performance and goals established by the Compensation Committee. Long term compensation will be provided by 100,000 non-qualified yearly stock options with one-year vesting commencing on November 30, 2021. In addition, Mr. Equels and Mr. Rodino will be entitled to awards (“Event Awards”) equal to 3% for Mr. Equels and 1% for Mr. Rodino of the “Gross Proceeds” from specific events such as acquisitions, licensing agreements or “therapeutic indication” (each, an “Event”). Gross Proceeds means those cash amounts paid to us by the other parties for licensing agreements, therapeutic acquisitions or any other one-time cash generating event. Therapeutic indications are, for example, target organ-specific, pathologically defined cancer indications; vaccine enhancers; broad-spectrum antiviral indications; or medical entities associated with persistent severe fatigue. Mr. Equels and Mr. Rodino also will each be entitled to an award (an “Acquisition Award”) equal to 3% for Mr. Equels and 1% for Mr. Rodino of the Gross Proceeds, upon the sale of our Company or substantially all of its assets (an “Acquisition”). An Event Award or Acquisition Award shall be paid in cash within 90 days of our receipt of the Gross Proceeds. On March 2022, the Company entered into a consulting agreement with Foresite Advisors, LLC, a company wholly owned by Robert Dickey IV, for $375 an hour pursuant to which Mr. Dickey serves as our Chief Financial Officer, effective April 4, 2022. 54 Mr. Equels employment agreement was amended in August 2024 and further amended in September 2024. The first amendment revised short term compensation during the one-year period ending August 12, 2025. The Employee’s Short-term compensation consists of a base salary of $750,000 and shares of the Company’s common stock, $.001 par value, valued at $100,000, such value equal to 100% of the closing price of the Company’s common stock on the NYSE American on the trading date immediately preceding August 12, 2024. The second amendment further revised short term compensation during the one year period ending September 11, 2025. The Employee’s short-term compensation consists of a base salary of $650,000 and shares of the Company’s common stock, $.001 par value, valued at $100,000, such value equal to 100% of the closing price of the Company’s common stock on the NYSE American on the trading date immediately preceding September 11, 2024. Mr. Rodino’s employment agreement was amended in August 2024 and further amended in September 2024. The first amendment revised short term compensation during the one-year period ending August 12, 2025. The Employee’s Short-term compensation consists of a base salary of $375,000 and shares of the Company’s common stock, $.001 par value, valued at $50,000, such value equal to 100% of the closing price of the Company’s common stock on the NYSE American on the trading date immediately preceding August 12, 2024. Results of Stockholder Advisory Vote on Executive Compensation While the proposal received a majority of the votes cast (excluding broker non-votes), it did not receive the affirmative vote of the holders of a majority in voting power represented by proxy or present at the December 2025 Annual Meeting of Stockholders and entitled to vote on the matter, therefore could not be approved. Objectives and Philosophy of Executive Compensation The primary objectives of the Compensation Committee of our Board of Directors with respect to Executive compensation are to attract and retain the most talented and dedicated Executives possible, to tie annual and long-term cash and stock incentives to the achievement of measurable performance objectives, and to align Executives’ incentives with stockholder value creation. To achieve these objectives, the Compensation Committee expects to implement and maintain compensation plans that tie a substantial portion of Executives’ overall compensation to key strategic financial and operational goals such as the establishment and maintenance of key strategic relationships, the development of our products, the identification and advancement of additional products and the performance of our common stock price. The Compensation Committee evaluates individual Executive performance with the goal of setting compensation at levels the Committee believes are comparable with Executives in other companies of similar size and stage of development operating in the biotechnology industry while taking into account our relative performance, our own strategic goals, governmental regulations and the results of Stockholder Advisory Votes regarding executive compensation. EXECUTIVE COMPENSATION The following table provides information on the compensation during the fiscal years ended December 31, 2025 and 2024 of Thomas Equels, our Chief Executive Officer, Peter Rodino our Chief Operating Officer, General Counsel and Secretary, and Robert Dickey IV our Chief Financial Officer. Summary Compensation Table Name & Principal Position Year Salary / Fees $ (2) Bonus $(6) Stock Awards $ (2) Option Awards $ (1) Non-Equity Incentive Plan Compensation $ Non-qualified Deferred Compensation Earnings $ All Other Compensation $ (3) Total $ Thomas K Equels 2025 575,000 — — — — 141,667 106,316 822,983 CEO & President (2)3 2024 783,333 — 200,000 — — — 106,392 1,089,725 Robert Dickey IV 2025 108,420 — — — — — — 108,420 CFO (2)4 2024 49,549 — — — — — — 49,549 Peter Rodino COO, General Counsel 2025 320,833 — — — — 70,833 65,348 457,014 & Secretary (2)5 2024 408,333 — 50,000 — — — 63,016 521,349 Notes: (1) All option awards were valued using the Black-Scholes-Merton pricing method. The options for 2024 were deferred to a later date and not issued as of December 31, 2024. In 2025, the options for 2024 and 2025 were waived. (2) For Named Executive Officers, who are also Directors that receive compensation for their services as a Director, the Salary/Fees and Option Awards columns include compensation that was received by them for their role as a member of the Board of Directors. As is required by Regulation S-K, Item 402(c), compensation for services as a Director have been reported within the “Summary Compensation Table” (above) for fiscal years of 2025 and 2024 as well as reported separately in the “Compensation of Directors” section (see below) for calendar year 2025. Pursuant to his current employment agreement, Mr. Equels is entitled to 3% of the “Gross Proceeds” (as defined in the employment agreement) for “significant events” (as described in the employment agreement) There were no payments during 2025 and 2024. Pursuant to his current employment agreement, Mr. Rodino is entitled to 1% of the “Gross Proceeds” (as defined in the employment agreement) for “significant events” (as described in the employment agreement) There were no payments during 2025 and 2024. As part of our cash conservation strategy, we issued common stock as a substitute for cash salaries to certain Named Executive Officers. For the year ended December 31, 2024, stock issued as payroll totaled $250,000, which is included in the overall equity-based compensation expense. There was no stock issued as payroll for the year ended December 31, 2025. (3) Mr. Equels’ All Other Compensation consists of: 2025 2024 Life & Disability Insurance $ 41,073 $ 41,073 Healthcare Insurance 30,998 26,619 Car Expenses/Allowance 18,000 18,000 401(k) Matching Funds 16,245 20,700 Total $ 106,316 $ 106,392 (4) Mr. Dickey’s All Other Compensation consists of: 2025 2024 Life & Disability Insurance $ — $ — Healthcare Insurance — — Car Expenses/Allowance — — 401(k) Matching Funds — — Total $ — $ — (5) Mr. Rodino’s All Other Compensation consists of: 2025 2024 Life & Disability Insurance $ 2,524 $ 2,524 Healthcare Insurance 29,674 25,392 Car Expenses/Allowance 14,400 14,400 401(k) Matching Funds 18,750 20,700 Total $ 65,348 $ 63,016 55 (6) The executive officers voluntarily waived all 2025 and 2024 bonus compensation in support of the company’s cash conservation efforts. Outstanding Equity Awards at Fiscal Year End Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Options Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock that Have Not Vested (#) Market Value of Shares or Units of Stock that Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) Thomas K Equels 5 — — 7,392 6/8/2026 — — — — President and Chief 68 — — 2,464.00 6/15/2027 — — — — Executive Officer 3 — — 2,156.00 6/15/2027 — — — — 3 — — 2,156.00 6/30/2027 — — — — 4 — — 2,112.00 7/15/2027 — — — — 4 — — 1,848.00 7/31/2027 — — — — 4 — — 1,804.00 8/15/2027 — — — — 5 — — 1,584.00 8/31/2027 — — — — 84 — — 1,628.00 2/13/2028 — — — — 28 — — 1,672.00 4/12/2028 — — — — 68 — — 1,320.00 5/16/2028 — — — — 56 — — 1,320.00 5/16/2028 — — — — 36 — — 1,364.00 7/18/2028 — — — — 64 — — 968.00 10/17/2028 — — — — 96 — — 968.00 1/28/2029 — — — — 3,000 — — 307.00 8/12/2030 — — — — 3,000 — — 196.00 11/11/2030 — — — — 3,000 — — 171.00 11/11/2031 — — — — 3,000 — — 41.00 11/30/2032 — — — — 3,000 — — 47.00 11/30/2033 — — — — Total 15,528 — — — — — — Robert Dickey IV 500 — — 70.00 03/03/2032 — — — — Chief Financial Officer Total 500 — — — — — — Peter Rodino 2 — — 6,864 6/21/2026 — — — — COO, General Counsel and Secretary 1 — — 2,156 6/15/2027 — — — — 1 — — 2,156 6/30/2027 — — — — 1 — — 2,112 7/15/2027 — — — — 2 — — 1,848 7/31/2027 — — — — 2 — — 1,804 8/15/2027 — — — — 2 — — 1,584 8/31/2027 — — — — 39 — — 1,628 2/13/2028 — — — — 22 — — 1,672 4/12/2028 — — — — 26 — — 1,320 5/16/2028 — — — — 17 — — 1,364 7/18/2028 — — — — 30 — — 968 10/17/2028 — — — — 45 — — 968 1/28/2029 — — — — 750 — — 185 12/8/2030 — — — — 1,000 — — 144 11/30/2031 — — — — 500 — — 70 3/03/2032 — — — — 1,000 — — 41 11/30/2032 — — — — 1,000 — — 47 11/30/2033 — — — — Total 4,440 — — — — — — 56 Payments on Disability As of December 31, 2020, we had an employment agreement with Mr. Equels which entitled him to his base salary, applicable benefits otherwise due and payable through the last day of the month in which disability occurs and immediate vesting of stock options. In the event of permanent disability, the Company will provide an additional two years of base salary. On March 24, 2021, we entered into employment agreements with Mr. Rodino which entitled him to his base salary, applicable benefits otherwise due and payable through the last day of the month in which disability occurs and immediate vesting of stock options. In the event of permanent disability, the Company will provide an additional two years of base salary. In addition, each NEO has the same short and long-term disability coverage which is available to all eligible employees. The coverage for short-term disability provides up to six months of full salary continuation up to 60% of weekly pay, less other income, with a $1,500 weekly maximum limit. The coverage for group long-term disability provides coverage at the exhaustion of short-term disability benefits of full salary continuation up to 60% of monthly pay, less other income, with a $10,000 monthly maximum limit. The maximum benefit period for the group long-term disability coverage is 60 months for those age 60 and younger at the time of the claim with the coverage period proportionately reduced with the advanced age of the eligible employee to a minimum coverage period of 12 months for those of 69 years old and older as of the date of the claim. For the period June 2010 through December 2025, Mr. Equels was entitled to receive total disability coverage of $400,000 pursuant to his employment agreement and payable by us. Payments on Death Pursuant to their employment agreements, the NEOS are entitled to their base salary and applicable benefits otherwise due and payable through the last day of the month in which death occurs and immediate vesting of stock options. Each NEO has coverage of group life insurance, along with accidental death and dismemberment benefits, consistent to the dollar value available to all eligible employees. The benefit is equal to two times current salary or wage with a maximum limit of $300,000, plus any supplemental life insurance elected and paid for by the NEO. For the period June 2010 and through December 2025, Mr. Equels is entitled to receive total death benefit coverage of $3,000,000 pursuant to his employment agreement and payable by us. Estimated Payments Following Severance — Named Executive Officers (NEO) Pursuant to his employment agreement, Mr. Equels is entitled to severance benefits on certain types of employment terminations not related to a change in control or termination not for cause. Mr. Rodino and Mr. Dickey are not covered by an employment severance agreement and therefore would only receive severance as determined by the Compensation Committee in its discretion. 57 The dollar amounts below assume that the termination occurred on January 2, 2026. The actual dollar amounts to be paid can only be determined at the time of the NEO’s separation from us based on their prevailing compensation and employment agreements along with any determination by the Compensation Committee in its discretion. Name Event Cash Severance ($) Value of Stock Awards That Will Become Vested (1) ($) Continuation of Medical Benefits ($) Additional Life Insurance ($) Total ($) Thomas K. Equels, Involuntary (no cause) $ 3,654,000 — — — $ 3,654,000 CEO & President Termination (for cause) — — — — — Death or disability $ 1,700,000 — — — $ 1,700,000 Termination by employee or retirement — — — — — Robert Dickey IV Involuntary (no cause) — — — — — CFO Termination (for cause) — — — — — Death or disability — — — — — Termination by employee or retirement — — — — — Peter Rodino Involuntary (no cause) $ 647,280 — — — $ 647,280 COO, General Counsel and Termination (for cause) — — — — — Secretary Death or disability $ 850,000 — — — $ 850,000 Termination by employee or retirement — — — — — Notes: (1) Consists of stock options contractually required per the employee’s respective employment agreement or arrangement to be granted during each calendar year of the term under our 2018 Equity Incentive Plan. The stock options have a ten-year term and an exercise price equal to the closing market price of our common stock on the date of grant. The value was obtained using the Black-Scholes-Merton pricing model for stock-based compensation in accordance with FASB ASC 718. The issuance for the 2025 and 2024 options pursuant to employment agreements were waived. Payments on Termination in Connection with a Change in Control of Named Executive Officers Pursuant to their employment agreements, each NEO is entitled to severance benefits on certain types of employment terminations related to a change in control. In such an event, the term of their employment agreements would automatically be extended for three additional years, except where such change in control occurs as a result of certain “significant events” (as described in his employment agreement). The dollar amounts in the chart below assume that change in control termination occurred on January 2, 2026, based on the employment agreements that existed at that time. The actual dollar amounts to be paid can only be determined at the time of the NEO’s separation from us based on their prevailing compensation and employment agreements along with any determination by the Compensation Committee in its discretion. 58 Estimated Benefits on Termination Following a Change in Control — December 31, 2025 The following table shows potential payments to the NEO if employment terminates following a change in control under contracts, agreements, plans or arrangements at December 31, 2025. The amounts assume a January 2, 2026, termination date regarding base pay and use of the opening price of $1.19 on the NYSE American for our common stock at that date. Name Aggregate Severance Pay (1)($) PVSU Acceleration (2) ($) Early Vesting of Restricted Stock (4) (5) ($) Early Vesting of Stock Options and SARs (3) ($) Acceleration and Vesting of Supplemental Award (4) ($) Welfare Benefits Continuation ($) Outplacement Assistance ($) Parachute Tax Gross-up Payment ($) Total ($) Thomas K. Equels $5,208,000 (1) — — — $2,009,312 (4) — — — $ 7,217,312 Robert Dickey IV — — — — — — — — — Peter Rodino — — — — — — — — — Notes: (1) This amount represents the Base Salary and benefits for the remaining current term of the NEO’s employment agreement plus a three-year extension in the term upon the occurrence of a termination from a change in control. The employment agreement with Mr. Equels has a term through December 31, 2025, and was automatically renewed with a term through December 31, 2028. This amount excludes the following payments as they cannot be calculated unless and until certain events occur: Mr. Equels is entitled to 3% of the “Gross Proceeds” (as defined in the employment agreement) for “significant events” (as described in his employment agreement) and 3% of the Gross Proceeds from any sale of our Company or substantially all of our assets. (2) This amount represents the payout of all outstanding performance-vesting share units (“PVSU”) awarded on a change in control at the target payout level with each award then pro-rated based on the time elapsed for the applicable three-year performance period. (3) This amount is the intrinsic value [fair market value] on January 2, 2026 ($1.19 per share) minus the weighted average per share exercise price of $1.19 of all unvested stock options for each NEO, including Stock Appreciation Rights (“SAR”). Any option with an exercise price of greater than fair market value was assumed to be cancelled for no consideration and, therefore, had no intrinsic value. (4) This amount represents the options to be issued annually for the remaining term of the NEO’s employment agreement plus a three-year extension in the occurrence of termination from a change in control. For the purpose of this schedule, a NYSE American closing price at January 2, 2026, of $1.19 was used with an estimated exercise price of $1.19 for Mr. Equels. The value was obtained using the Black-Scholes-Merton pricing model for stock-based compensation in accordance with FASB ASC 718. (5) Any purchase rights represented by the Option not then vested shall, upon a change in control, shall become vested. Post-Employment Compensation The following is a description of post-employment compensation payable to the respective NEO. If a NEO does not have a specific benefit, they will not be mentioned in the subsection. In such an event, the NEO does not have any such benefits upon termination unless otherwise required by law. Termination for Cause All of our NEOs can be terminated for cause. For each NEO “Cause” means willful engaging by any NEO in illegal conduct, gross misconduct or gross violation of our Code of Ethics and Business Conduct for Officers, which is demonstrably and materially injurious to our Company. Mr. Equels’ agreement provides that he shall not be deemed to have been terminated for Cause unless and until we initiate a process by delivery to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the directors of the Board specifying the grounds for termination. After reasonable notice to Mr. Equels and an opportunity for him to be heard, the issues shall be adjudicated by a retired Florida judge or a Florida certified mediator mutually acceptable to the Board of Directors and Mr. Equels. Termination requires a finding that Mr. Equels was guilty of intentional and material misconduct according to the standards set forth above, and specifying the particulars thereof in detail supported by legally admissible evidence and utilizing the legal standard of beyond reasonable doubt. In the event that an NEO’s employment is terminated for Cause, we shall pay such NEO, at the time of such termination, only the compensation and benefits otherwise due and payable to him through the last day of his actual employment by us. 59 Termination without Cause In the event that an NEO is terminated at any time without “Cause”, we shall pay to him, at the time of such termination, the compensation and benefits otherwise due and payable through the last day of the then current term of his Agreement. However, benefit distributions that are made due to a “separation from service” occurring while he is a Named Executive Officer shall not be made during the first six months following separation from service. Rather, any distribution which would otherwise be paid to him during such period shall be accumulated and paid to him in a lump sum on the first day of the seventh month following the “separation from service”. All subsequent distributions shall be paid in the manner specified. Death or Disability A NEO can be terminated for death or disability. “Disability” means the NEO’s inability effectively to carry out substantially all of his duties by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. In the event his employment is terminated due to his death or disability, we will pay him (or his estate as the case may be), at the time of such termination, his base salary, applicable benefits, and immediate vesting of unvested stock options. In the event of permanent disability, we will provide an additional two years of base salary. Compensation of Non-Employee Directors We reimburse non-employee Directors for travel expenses incurred in connection with attending board, committee, stockholder and special meetings along with other Company business-related expenses. We do not provide retirement benefits or other perquisites to non-employee Directors under any current program. There was no cost-of-living increase granted in 2025 or 2024. During 2024, each of the foregoing Directors received $109,375 in director compensation. Since November 2024, non-employee director compensation has taken the form of stock in lieu of cash. The value of the stock received in 2024 by Mr. Appelrouth was $12,153 and Dr. Mitchell and Ms. Bryan each received stock valued at $15,625. Dr. Mitchell received stock in 2025 valued at $26,050 and Ms. Bryan received stock valued at $26,039. Mr. Chemerow received stock in 2025 valued at $7,802. Since March 31, 2025, non-employee director compensation has been accrued to be paid at a later date. Since becoming a Director on December 19, 2024, replacing Mr. Appelrouth, Mr. Kellner has declined to take any compensation. We believe such compensation and payments are necessary in order for us to attract and retain qualified outside directors. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information From time to time, we grant equity awards, including stock options, to our employees, including our named executive officers. Also, non-employee directors periodically receive annual grants of stock option awards. None were issued in 2024. We do not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. The Compensation Committee considers whether there is any material nonpublic information (“MNPI”) about our company when determining the timing of stock option grants and does not seek to time the award of stock options in relation to our public disclosure of MNPI. We have not timed the release of MNPI for the purpose of affecting the value of executive compensation. Director Compensation – 2025 & 2024 Name and Title of Director Year Fees Earned or Paid in Cash $ Stock Award $ Option Award $ Non-Equity Incentive Plan Compensation $ Non-qualified Deferred Compensation Earnings $ All Other Compensation As Director $ Total $ T. Equels 2025 — — — — — — — Executive 2024 — — — — — — — Vice Chairman W. Mitchell 2025 25,000 26,036 — — 16,666 — 67,702 Chairman of the Board 2024 109,375 15,625 — — — — 125,000 N. Bryan 2025 22,500 26,041 — — 15,000 — 63,541 Director 2024 109,375 15,625 — — — — 125,000 T. Kellner 2025 — — — — — — — Director 2024 — — — — — — — D. Chemerow 2025 22,500 7,800 — — 15,000 — 45,300 Director 2024 — — — — — — — 60 Pay Versus Performance Year Summary Compensation Table Total for PEO (1) Compensation Actually Paid to PEO (1) (2) (3) Average Summary Compensation Table Total for Non-PEO NEOs (1) Average Compensation Actually Paid to Non-PEO NEOs (1) (2) Value of Initial Fixed $100 Investment Based On Total Shareholder Return (4) Net Income (Loss)(5) 2025 $ 640,243 $ 640,243 $ 246,039 $ 246,039 $ 3.64 $ (13,958,000 ) 2024 $ 1,089,725 $ 1,067,109 $ 285,935 $ 282,165 $ 63.87 $ (17,320,000 ) 2023 $ 1,431,301 $ 1,458,539 $ 369,860 $ 375,160 $ 141.94 $ (28,962,000 ) (1) The PEO and the non-PEO NEOs for 2025, 2024, and 2023 are as follows: Thomas Equels, PEO; Robert Dickey and Peter Rodino, NEOs. (2) The dollar amounts reported in the “Compensation Actually Paid to PEO” column represent the amount of “compensation actually paid” to the PEO, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid to the PEO: Year Summary Compensation Table Total for PEO Less: Summary Compensation Table Reported Value of Equity Awards(a) Plus: Equity Award Adjustments(b) Equals: Compensation Actually Paid to PEO 2025 $ 640,243 $ — $ — $ 640,243 2024 $ 1,089,725 $ (200,000 ) $ 177,384 $ 1,067,109 2023 $ 1,431,301 $ (128,112 ) $ 155,350 $ 1,458,539 (a) Represents the aggregate grant-date fair value of equity awards as reported in the “Option Awards” columns in the “Summary Compensation Table” for the applicable year. (b) The equity award adjustments for each applicable year were as set forth in the table below. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: Year Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years Vesting Date Fair Value of Equity Awards Granted in the Covered Year that Vested in the Covered Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Year (From Prior Year End to Vesting Date) Fair Value at the End of the Prior Year of Equity Awards that Failed to Vest in the Covered Year Value of Dividend Equivalents Accrued or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value Total Equity Award Adjustments 2025 $ — $ — $ — $ — $ — $ — $ — 2024 $ — $ — $ 200,000 $ (22,616 ) $ — $ — $ 177,384 2023 $ 108,555 $ — $ 9,869 $ 36,926 $ — $ — $ 155,350 61 The dollar amounts reported in the “Average Compensation Actually Paid to Non-PEO NEOs” column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the PEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the NEOs (excluding the PEO) during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding the PEO) or each year to determine the compensation actually paid: Year Average Reported Summary Compensation Table Total for Non-PEO NEOs Less: Summary Compensation Table Average Reported Value of Equity Awards Plus: Average Equity Award Adjustments(x) Equals: Average Compensation Actually Paid to Non-PEO NEOs 2025 $ 246,039 $ — $ — $ 246,039 2024 $ 285,935 $ (25,000 ) $ 21,231 $ 282,166 2023 $ 369,860 $ (21,352 ) $ 26,652 $ 375,160 (x) The amounts deducted or added in calculating the total average equity award adjustments are as follows (figures in columns other than “Total Average Equity Award Adjustments” are rounded to the nearest dollar): Year Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years Vesting Date Fair Value of Equity Awards Granted in the Covered Year that Vested in the Covered Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Year (From Prior Year End to Vesting Date) Fair Value at the End of the Prior Year of Equity Awards that Failed to Vest in the Covered Year Average Value of Dividend Equivalents Accrued or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value Total Average Equity Award Adjustments 2025 $ — $ — $ — $ — $ — $ — $ — 2024 $ — $ — $ 25,000 $ (3,769 ) $ — $ — $ 21,231 2023 $ 18,092 $ — $ 1,645 $ 6,915 $ — $ — $ 26,652 (3) In calculating the “compensation actually paid” amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. 62 (4) The values disclosed in this TSR column represent the re-measurement period value at December 31, 2025, 2024, and 2023 with an initial investment of $100 in the Company’s shares. (5) Represents the amount of net income (loss) reflected in the Company’s audited GAAP financial statements for each applicable fiscal year. The Company’s net comprehensive loss for the years ended December 31, 2025, 2024, and 2023, was approximately $13,958,000, $17,320,000, and $28,962,000, respectively. One objective of the “Pay Versus Performance Table” is to illustrate how performance-based features in our executive compensation program operate to index pay to performance. As further explained below, we believe that the table reflects an alignment of compensation actually paid with the decline in the Company’s performance. Compensation Actually Paid versus Company Total Shareholder Return As outlined in the table, increases in the compensation actually paid values for our PEO and non-PEO NEOs from 2023 to 2025 are directionally aligned with the changes in our total shareholder return over this same period. The decrease in compensation from 2023 to 2025 is primarily a result of the PEO and an NEO not receiving a bonus in 2024 or 2025 when compared to 2023. In 2025 and 2024, the PEO and non-PEO NEOs agreed to voluntarily forego the cash bonuses for 2025 and 2024 for which they are entitled to pursuant to their employment agreements to conserve cash for the Company, which primarily resulted in a reduction in their compensation actually paid. Additionally, the PEO and non-PEO NEO did not receive stock awards for 2025. These reductions were offset by the change in type of salary that they received. The PEO and non-PEO NEO reduced their cash compensation within their salary in 2024 for an annual period and receiving common stock the for the total amount of the reduction, which was valued equal to 100% of the closing price of our common stock on the trading date immediately preceding the date of issuance of the shares in accordance with the compensation arrangements. As a portion of their annual salary for the 2024-2025 period was received in common stock in 2024. Due to this net change the compensation actually paid decreased and was aligned with the total shareholder return decrease. Our compensation programs are structured based on short-term and long-term compensation for the NEOs. As we have been primarily focused on conserving cash in the short-term, these compensation arrangements to reduce cash compensation met our short-term needs. Long-term compensation is provided by non-qualified yearly stock options within yearly vesting. The ultimate value of these equity awards, and the resulting impact on compensation actually paid, aligns with our total shareholder return performance. In 2025, the PEO and non-PEO NEOs were not awarded their yearly stock options. While the overall total shareholder return performance has declined, compensation actually paid decreased as a result of the structuring of the compensation arrangements. Compensation Actually Paid versus Company Net Income As outlined in the table, decreases in the compensation actually paid values for our PEO and non-PEO NEOs occurred from 2023 to 2025, while the net loss decreased for the same period. The decrease in compensation actually paid from 2023 to 2025 is primarily the result of the structuring of the compensation arrangements for the PEO and non-PEO NEOs. In 2025 and 2024, the PEO and non-PEO NEOs agreed to voluntarily forego the cash bonuses for 2025 and 2024 for which they are entitled to pursuant to their employment agreements to conserve cash for the Company, which primarily resulted in a reduction in their compensation actually paid, which would not align with the decrease in the net loss. As we have been primarily focused on the clinical and regulatory development of Ampligen and, accordingly, we have not historically used net income (loss) as a performance measurement in our executive compensation. As a pre-commercial stage company, our performance is attributable to the successful execution of our regulatory, clinical, research and commercial goals. Therefore, while the Board monitors our net income (loss), we do not currently believe there is a meaningful relationship between our net loss and compensation actually paid to our NEOs during the periods presented. ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth as of March 25, 2026, the number and percentage of outstanding shares of Common Stock beneficially owned by: ● Each person, individually or as a group, known to us to be deemed the beneficial owners of five percent or more of our issued and outstanding Common Stock; ● Each of our Directors and the Named Executives Officers; and ● All of our officers and directors as a group. ● Total number of shares of Common Stock at March 25, 2026 was 8,147,782. 63 Name and Address of Shares Beneficially % Of Shares Beneficially Beneficial Owner Owned Owned Thomas K. Equels, Executive Vice Chairman, Chief Executive Officer, President 129,450 (1) 1.59 % Peter W. Rodino III, Chief Operating Officer, General Counsel, Secretary 8,458 (2) * % William M. Mitchell, M.D., Chairman of the Board of Directors 7,510 (3) * % Ted D. Kellner, Director 37,240 (4) * % Nancy K. Bryan, Director 2,920 * % David Chemerow, Director 78,441 (5) * % Robert Dickey IV, Chief Financial Officer 500 (6) * % All 5% stockholders, directors and executive officers as a group (7 persons) 264,519 3.25 % * Less than 1% (1) For Mr. Equels, shares beneficially owned include 50,000 shares issuable upon exercise of warrants and 15,528 shares issuable upon exercise of options and excludes no shares issuable upon exercise of options not vested or not exercisable within the next 60 days. (2) For Mr. Rodino, shares beneficially owned include 4,440 shares issuable upon exercise of options and excludes no shares issuable upon exercise of options not vested or not exercisable within the next 60 days. (3) For Dr. Mitchell, shares beneficially owned include 2,285 shares issuable upon exercise of options and excludes no shares issuable upon exercise of options not vested or not exercisable within the next 60 days. Also includes 190 shares of common stock owned by his spouse and 190 shares owned by family trusts. (4) For Mr. Kellner, shares beneficially owned indirectly by family and other trusts and annuities and a profit sharing/money purchase plan. (5) For Mr. Chemerow, shares beneficially owned include 50,000 shares issuable upon exercise of warrants. (6) For Mr. Dickey IV, shares beneficially owned include 500 shares issuable upon exercise of options. 64 Equity Compensation Plan Information The following table gives information about our common stock that may be issued upon the exercise of options, warrants and rights under all of our equity compensation plans as of December 31, 2025. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (a) (b) (c) Equity compensation plans approved by security holders: 28,632 $ 152.55 24,263 Equity compensation plans not approved by security holders: — — — Total 28,632 $ 152.55 24,263 ITEM 13. Certain Relationships and Related Transactions, and Director Independence. Review, Approval or Ratification of Transactions with Related Persons Our policy is to require that any transaction with a related party required to be reported under applicable SEC rules, other than compensation related matters and waivers of our code of business conduct and ethics, be reviewed and approved or ratified by a majority of independent, disinterested Directors. We have adopted procedures in which the Audit Committee shall conduct an appropriate review of all related party transactions for potential conflict of interest situations on an annual and case-by-case basis with the approval of this Committee required for all such transactions. We have employment agreements with certain of our executive officers and have granted such Officers and Directors options and warrants to purchase our Common Stock, as discussed under the headings, Item 11. “Executive Compensation”, and Item 12. “Security Ownership of Certain Beneficial Owners and Management”, as noted above. Other than compensation arrangements for our executive officers and directors which are described elsewhere in this filing, see “Executive and Director Compensation,” there were no transactions occurring since January 1, 2025, to which we were a party and in which: ● the amount involved exceeded $120,000 (or, if less, 1% of the average of our total assets at either December 31, 2025, and 2024); and ● any director, executive officer, holder of 5% or more of any class of our outstanding capital stock, or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest. ITEM 14. Principal Accountant Fees and Services. All audit and professional services are approved in advance by the Audit Committee to assure such services do not impair the auditor’s independence from us. The total fees by BDO USA, P.C. (“BDO”) for 2025 were $826,650 and total fees for 2024 were $814,790. Amount ($) 2025 2024 Description of Fees: Audit and Assurance Fees $ 774,400 $ 781,300 Tax Fees 52,250 33,490 Total $ 826,650 $ 814,790 65 Audit Fees Audit fees include the audit of our annual financial statements, and the review of our financial statements included in our quarterly reports and services in connection with statutory and regulatory filings. It also includes fees for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements. Audit-related fees include professional services related to the Company’s filing of SEC Form S-3 and S-8 (i.e., stock shelf offering procedures). Tax Fees Tax fees include fees by BDO for professional services rendered for tax return preparation, compliance, advice and planning services. The Audit Committee has determined that BDO’s rendering of these audit-related services and all other fees were compatible with maintaining auditor’s independence. The Board of Directors considered BDO to be well qualified to serve as our independent public accountants. The Committee also pre-approved the charges for services performed in 2025 and 2024. The Audit Committee pre-approves all auditing and accounting services and the terms thereof (which may include providing comfort letters in connection with securities underwriting) and non-audit services (other than non-audit services prohibited under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Public Company Accounting Oversight Board) to be provided to us by the independent auditor; provided, however, the pre-approval requirement is waived with respect to the provisions of non-audit services for us if the “de minimus” provisions of Section 10A (i)(1)(B) of the Exchange Act are satisfied. This authority to pre-approve non-audit services may be delegated to one or more members of the Audit Committee, who shall present all decisions to pre-approve an activity to the full Audit Committee at its first meeting following such a decision. 66 PART IV ITEM 15. Exhibits and Financial Statement Schedules . Financial Statements and Schedules - See index to financial statements on page F-1 of this Annual Report. All other schedules called for under regulation S-X are not submitted because they are not applicable or not required, or because the required information is included in the financial statements or notes thereto. (i) Exhibits - See exhibit index below. Exhibit No. Description Incorporated by Reference herein from Form or Schedule Filing Date SEC File/Reg. Number 3.1(i) Certificate of Incorporation as Amended and Restated through June 10, 2025 Form 8-K (Exhibit 3.1(i)) 10/29/2025 001-27072 3.1.7 Certificate of Designation of Series G Preferred Stock Form 8-K (Exhibit 3.1) 3/6/2026 001-27072 3.3 Amended and Restated By-Laws of Registrant Form 8-K (Exhibit 3.7(ii) 2/26/2025 001-27072 4.1 Specimen certificate representing our Common Stock Form 10-Q (Exhibit 4.1) 11/14/2024 001-27072 4.2 Rights Agreement, dated May 12, 2023 between AIM ImmunoTech Inc. and American Stock Transfer & Trust Company, LLC. Form 8-A12B (Exhibit 4.6) 5-15-2023 001-27072 4.3 Amended and Restated Rights Agreement, dated as of November 14, 2017, between the Company and American Stock Transfer & Trust Company LLC. The Amended and Restated Right Agreement includes the Form of Certificate of Designation, Preferences and Rights of the Series A Junior Participating Preferred Stock, the Form of Rights Certificate and the Summary of the Right to Purchase Preferred Stock Form 8-A12B (Exhibit 1) 11/14/2017 001-27072 4.4 Amended and Restated Rights Agreement, dated as of November 9, 2022, between the Company and American Stock Transfer & Trust Company LLC. Form 8-A12B (Exhibit 4.4) 11/14/2022 001-27072 4.5 Amended and Restated Rights Agreement, dated as of February 9, 2023, between the Company and American Stock Transfer & Trust Company LLC. Form 8-A12B/A (Exhibit 4.5) 2/10/2023 001-27072 4.6 Form of Indenture Form S-3 (Exhibit 4.4) 1/21/2022 333-262280 4.7 Form of Warrant issued to Purchaser of facility Form 10-K (Exhibit 4.8) 3/30/2018 001-27072 4.8 2018 Rights Offering Form of Non-Transferrable Subscription Rights Certificate Form S-1/A (Exhibit 4.14) 2/6/2019 333-229051 4.9 2018 Rights Offering Form of Warrant Agreement Form 8-K (Exhibit 4.1) 2/27/2019 001-27072 4.10 2018 Rights Offering Form of Warrant Certificate Form S-1/A (Exhibit 4.15) 2/6/2019 333-229051 4.11 2018 Rights Offering Warrant Agency Agreement with American Stock Transfer & Trust Form 8-K (Exhibit 4.1) 3/8/2019 001-27072 67 4.12 Description of Common Stock. Filed herewith 4.13 Form of Warrant Agency Agreement between AIM and Equiniti Trust Company, LLC Form 8-K (Exhibit 4.1) 3/8/2019 001-270072 4.14 2026 Warrant Agency Agreement with Equinity Trust Company, LLC Form S-1/A3 (Exhibit 4.15) 2/10/2026 333-292085 4.15 Form of Series G Convertible Common Stock Purchase Warrant Form S-1/A3 (Exhibit 4.14) 2/10/2026 333-292085 4.16 Form of Non-Transferrable Subscription Rights Certificate Form S-1/A3 (Exhibit 4.16) 2/10/2026 333-292085 4.17+ † 2024 Class A/B Common Stock Purchase Warrant Form 8-K (exhibit 4.1) 6/3/24 001-27072 4.18+ † 2024 Class C Common Stock Purchase Warrant with Armistice Capital Master Fund Ltd Form 8-K (Exhibit 4.1) 10/1/2024 001-27072 4.19+ † 2024 Class D Common Stock Purchase Warrant with Armistice Capital Master Fund Ltd Form 8-K (Exhibit 4.2) 10/1/2024 001-27072 4.20+ † 2025 Class E/F Warrants Form S-1A no. 3 (exhibit 4.26) 7/15/2025 33-3284443 4.21+ † 2025 Pre-Funded Warrant Form S-1A no. 3 (exhibit 4.27) 7/15/2025 33-3284443 10.1 Form of Confidentiality, Invention and Non-Compete Agreement Form S-1 (Exhibits) 11/2/1995 33-93314 10.2 Supply Agreement with HollisterStier Laboratories LLC dated December 5, 2005 Form 10-K (Exhibit 10.46) 4/3/2006 001-13441 10.3 Amendment to Supply Agreement with HollisterStier Laboratories LLC dated February 25, 2010 Form 10-K (Exhibit 10.68) 3/12/2010 001-13441 10.4 Amendment to Supply Agreement with HollisterStier Laboratories LLC executed September 9, 2011 Form 10-K (Exhibit 10.22) 3/14/2012 001-13441 10.5 Early Access Agreement with Impatients N.V. dated August 3, 2015+† Form 10-Q (Exhibit 10.1) 11/16/2015 000-27072 10.6+ † Addendum to Early Access Agreement with Impatients N.V. dated October 16, 2015 Form 10-Q (Exhibit 10.2) 11/16/2015 000-27072 10.7+ † Licensing Agreement dated April 13, 2016 with Lonza Sales AG Form 10-Q/A (Exhibit 10.2) 8/29/2016 000-27072 10.8+ † Amended and Restated Early Access Agreement with Impatients N.V. dated May 20, 2016. Form 8-K/A (Exhibit 10.1) 5/8/2017 000-27072 10.9 December 13, 2016 Amendment No. 1 to Amended and Restated Early Access Agreement with Impatients N.V. Form 10-K (Exhibit 10.45) 3/30/2018 001-27072 10.10 June 28, 2017 Amendment No. 2 to Amended and Restated Early Access Agreement with Impatients N.V. Form 10-K (Exhibit 10.46) 3/30/2018 001-27072 10.11 February 14, 2018 Amendment No. 3 to Amended and Restated Early Access Agreement with Impatients N.V. Form 10-K (Exhibit 10.47) 3/30/2018 001-27072 68 10.12 March 26, 2018 Amendment No. 4 to Amended and Restated Early Access Agreement with Impatients N.V. Form 10-K (Exhibit 10.48) 3/30/2018 001-27072 10.13 2018 Equity Incentive Plan * Form DEF-14A (Appendix A) 8/3/2018 001-27072 10.14 October 9, 2018, Clinical Trial Agreement with Roswell Park Comprehensive Cancer Center Form 10-Q (Exhibit 10.1) 11/14/2018 001-27072 10.15 March 20, 2020 Amendment to 2017 Material Transfer and Research Agreement with Roswell Park Cancer Institute Form 8-K (Exhibit 10.1) 3/26/2020 001-27072 10.16+ † July 1, 2020, Material Transfer and Research Agreement with the Japanese National Institute of Infectious Diseases and Shionogi & Co., Ltd. Form 10-Q (Exhibit 10.3) 8/14/2020 001-27072 10.17+ † July 6, 2020, Clinical Trial Agreement with Roswell Park Comprehensive Cancer Center. Form 10-Q (Exhibit 10.4) 8/14/2020 001-27072 10.18+ † August 6, 2020, Project Work Order with Amarex Clinical Research LLC. Form 10-Q (Exhibit 10.5) 8/14/2020 001-27072 10.19 November 10, 2020 employment agreement with Thomas K. Equels. * Form 10-Q (Exhibit 10.1) 11/12/2020 001-27072 10.20 December 22, 2020 Master Service Agreement with Pharmaceutics International Inc. as a Fill & Finish provider for Ampligen Form 10-K (Exhibit 10.75) 3/31/2021 001-27072 10.21+ † December 30, 2020 Amendment to Project Work Order with Amarex Clinical Research LLC. Form 10-K (Exhibit 10.78) 3/31/2021 001-27072 10.22 December 23, 2020 Amendment to Master Service Agreement with Pharmaceutics International Inc. as a Fill & Finish provider for Ampligen Form 10-K (Exhibit 10.79) 3/31/2021 001-27072 10.23 March 24, 2021 employment agreement with Peter Rodino* Form 10-K (Exhibit 10.80) 3/31/2021 001-27072 10.24+ † Material Transfer and Research agreement with Roswell Park Comprehensive Cancer Center executed on April 14, 2021 Form 10-Q (Exhibit 10.2) 5/17/21 001-27072 69 10.25+ † May 12, 2021 Amendment to the Renewed Sales, Marketing, Distribution and Supply Agreement with GP Pharm. Form 10-Q (Exhibit 10.5) 5/17/21 001-27072 10.26+ † March 1, 2022 Consulting Agreement with Foresite Advisors, LLC pursuant to which Robert Dickey IV will serve as the Company’s Chief Financial Officer* Form 10-K (Exhibit 10.78) 3/31/2022 001-27072 10.27 March 8, 2022 Change order to Master Service Agreement with Pharmaceutics International Inc. as a Fill & Finish provider for Ampligen. Form 10-K (Exhibit 10.82) 3/31/2022 001-27072 10.28+ † April 7, 2022 Project Work Order with Amarex Clinical Research LLC.to manage Phase 2 clinical trial in advanced pancreatic cancer patients Form 8-K (Exhibit 10.1) 4/12/2022 001-27072 10.29+ † June 13, 2022 Project Work Order with Amarex Clinical Research LLC. for a Randomized Double Blind, Placebo Controlled study to Evaluate the Efficacy and Safety of Ampligen in Patients with Post Covid Conditions Form 8-K (Exhibit 10.1) 6/17/2022 001-27072 10.30 June 16, 2022 Lease agreement entered into with New Jersey Economic Development Authority for 5,210 square-foot R&D facility at the New Jersey Bioscience Center Form 8-K (Exhibit 10.1) 6/21/2022 001-27072 10.31 October 5, 2022 Lease extension for Riverton office Form 10-Q (Exhibit 10.4) 11/14/2022 001-27072 10.32+ † October 11, 2022 Material Transfer and Research Agreement with University of Pittsburgh Form 10-Q (Exhibit 10.5) 11/14/2022 001-27072 10.33+ † October 21, 2022 Material Transfer and Research Agreement with University of Pittsburgh Form 10-Q (Exhibit 10.6) 11/14/2022 001-27072 10.34 December 5, 2022 Master Service Agreement between Sterling Pharma Solutions Limited and AIM ImmunoTech Inc. Form 10-K (Exhibit 10.93) 3/31/23 001-27072 10.35+ † January 13, 2023 Study Support Agreement with Erasmus University Medical Center Rotterdam Form 10-K (Exhibit 10.94) 3/31/2023 001-27072 70 10.36+ † January 13, 2023 Co-ordination Agreement with Erasmus University Medical Center Rotterdam and AstraZeneca BV Form 10-K (Exhibit 10.95) 3/31/2023 001-27072 10.37 March 1, 2023 Extension Agreement with Foresite Advisors LLC* Form 10-K (Exhibit 10.96) 3/31/2023 001-27072 10.38 April 4, 2023 Unrestricted Grant Agreement with Erasmus University Medical Center Form 8-K (Exhibit 10.1) 4/7/2023 001-27072 10.39 April 5, 2023 Independent Contractor Service Agreement with Casper H.J van Eijck Form 8-K (Exhibit 10.2) 4/7/2023 001-27072 10.40 April 19, 2023 Equity Distribution Agreement with Maxim Group, LLC Form 8-K (Exhibit 10.1) 4/19/2023 001-27072 10.41+ † Material Transfer and Research Agreement, dated as of May 22, 2023, with Japanese National Institute of Infectious Disease † Form 8-K (Exhibit 10.1) 5/30/2023 001-27072 10.42 September 20, 2023 Amended and Restated Material Transfer and Research Agreement with Roswell Park Cancer Institute Corporation d/b/a Roswell Park Comprehensive Cancer Center Form 8-K (Exhibit 10.1) 9/29/2023 001-27072 10.43 February 16, 2024 Note Purchase Agreement with Streeterville Capital LLC Form 8-K (Exhibit 10.1) 2/20/2024 001-27072 10.44 February 16, 2024 Promissory Note with Streeterville Capital LLC Form 8-K (Exhibit 10.2) 2/20/2024 001-27072 10.45 Atlas Equity Purchase Agreement Form 10-K (Exhibit 10.104) 4/1/2024 001-27072 10.46 Atlas Registration Rights Agreement Form 10-K (Exhibit 10.105) 4/1/2024 001-27072 10.47 October 4, 2023 Lease extension for Riverton office Form S-1 (Exhibit 10.106) 4/19/2024 001-27072 10.48 March 15, 2024 Addendum 1 to Lease for Ocala office Form S-1 (Exhibit 10.107) 4/16/2024 001-27072 10.49 Form of Securities Purchase Agreement, dated as of May 31, 2024, by and among the Company and a Purchaser Form 8-K (Exhibit 10.1) 6/3/2024 001-27072 71 10.50 August 12, 2024 Amendment to Employment Agreement for Thomas K Equels* Form 10-Q (Exhibit 10.4) 8/14/2024 001-27072 10.51 August 12, 2024 Amendment to Employment Agreement for Peter W Rodino III* Form 10-Q (Exhibit 10.5) 8/14/2024 001-27072 10.52 September 11, 2024 Amendment to Employment Agreement for Thomas K Equels* Form 8-K (Exhibit 10.1) 9/12/2024 001-27072 10.53 September 11, 2024 Amendment to Employment Agreement for Peter W. Rodino III* Form 8-K (Exhibit 10.2) 9/12/2024 001-27072 10.54 September 30, 2024 Securities Purchase Agreement Form 8-K (Exhibit 10.1) 10/1/2024 001-27072 10.55 September 30, 2024 Placement Agency Agreement with Maxim Group LLC Form 8-K (Exhibit 1.1) 10/1/2024 001-27072 10.56 September 19, 2024 Lease extension for Riverton office Form 10-Q (Exhibit 10.15) 11/14/2024 001-27072 10.57 Class A/B Common Stock Purchase Warrant with Armistice Form 8-K (Exhibit 4.1) 6/3/2024 001-27072 10.58 Class C Common Stock purchase warrant with Armistice Form 8-K (Exhibit 4.1) 10/1/2024 001-27072 10.59 Class D Common Stock Purchase Warrant with Armistice Form 8-K (Exhibit 4.2) 10/1/2024 001-27072 10.60 Form of Lock-up Agreement Form S-1/A (Exhibit 10.119) 2/3/2025 333-284443 10.61 Equity Distribution Agreement with Maxim dated April 1, 2025 Form S-3 (Exhibit 10.1) 4/1/2025 333-286319 10.62 Forbearance Agreement with Streeterville Capital, LLC Form 10-Q (Exhibit 10.1) 5/15/2025 001-27072 10.63 Agreement between Company and Messrs. Equels and Rodino dated April 1, 2025 Form 10-Q (Exhibit 10.1) 8/14/2025 001-27072 10.64 Lease extension for Riverton office Form 10-Q (Exhibit 10.3) 11/17/2025 001-27072 10.65 Streeterville Extension Agreement Filed herewith 10.67 DPO Addendum Filed herewith 19.1 Insider Trading Policy Form 10-K (Exhibit 19.1) 3/27/2025 001-27072 21.1 List of Subsidiaries Form 10-K (Exhibit 21.1) 3/27/2025 001-27072 23.1 Consent of BDO USA, P.C. Filed herewith 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Executive Officer. Filed herewith 31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Financial Officer. Filed herewith 32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Executive Officer. Filed herewith 32.2 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Financial Officer. Filed herewith 97.1 Company Clawback Policy Form 10-K (Exhibit 97.1) 4/1/2024 001-27072 107 Filing Fee Table Form S-1 (Exhibit 107) December 12, 2025 333-292085 * Indicates management contract or compensatory plan or arrangement. + Schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. † A portion of this Exhibit has been omitted as it contains information that (i) is not material and (ii) would be competitively harmful if publicly disclosed. (b) Financial Statement Schedules All schedules have been omitted because either they are not required, are not applicable or the information is otherwise set forth in the financial statements and related notes thereto. Item 16. Form 10-K Summary None. 72 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AIM IMMUNOTECH INC. By: /s/ Thomas K. Equels Thomas K. Equels Chief Executive Officer March 27, 2026 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange of 1934, as amended, this report has been signed below by the following persons on behalf of this Registrant and in the capacities and on the dates indicated. /s/ Thomas K Equels Chief Executive Officer & President, March 27, 2026 Thomas K. Equels Director of the Board /s/ William Mitchell Chairman of the Board March 27, 2026 William Mitchell and Director /s/ Robert Dickey IV E Chief Financial Officer March 27, 2026 Robert Dickey IV /s/ Nancy Bryan E Director March 27, 2026 Nancy Bryan /s/ Ted D. Kellner E Director March 27, 2026 Ted D. Kellner /s/ David Chemerow Director March 27, 2026 David Chemerow 73 AIM IMMUNOTECH INC. AND SUBSIDIARIES Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (BDO USA, P.C.; Miami, Florida; PCAOB ID # 243 ) F-2 Consolidated Balance Sheets at December 31, 2025, and 2024 F-4 Consolidated Statements of Operations for each of the years in the two-year period ended December 31, 2025 F-5 Consolidated Statements of Changes in Stockholders’ Deficit for each of the years in the two-year period ended December 31, 2025 F-6 Consolidated Statements of Cash Flows for each of the years in the two-year period ended December 31, 2025 F-7 Notes to Consolidated Financial Statements F-8 F- 1 Report of Independent Registered Public Accounting Firm Stockholders and Board of Directors AIM ImmunoTech Inc. Ocala, Florida Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of AIM ImmunoTech, Inc. (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Going Concern Uncertainty The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and net cash used on operating activities and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. F- 2 Research and Development Costs As described in Note 8 to the consolidated financial statements, the Company entered into research, consulting and supply agreements with third party service providers to perform research and development activities on therapeutics, including clinical trials. The Company recorded research and development costs of approximately $3.9 million for the year ended December 31, 2025. The identification of research and development costs involves reviewing open contracts and purchase orders, communicating with applicable company and third-party personnel to identify services that have been performed, and corroborating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of actual expenses. We identified the recognition of research and development costs as a critical audit matter. The principal consideration for our determination was that performing procedures and evaluating audit evidence relating to research and development costs involved a high degree of auditor effort required to address this matter. The primary procedures we performed to address this critical audit matter included: ● Testing research and development costs on a sample basis, which included tracing relevant information to certain underlying agreements, purchase orders, and invoices received. ● Confirming certain research and development costs incurred for the fiscal year with third party service providers. Classification of Class E & F Common Warrants As described in Note 7 to the consolidated financial statements, the Company closed a public offering of an aggregate of 2,000,000 shares of its common stock (or pre-funded warrants in lieu thereof), Class E warrants to purchase up to 2,000,000 shares of common stock, and Class F warrants to purchase up to 2,000,000 shares of common stock, at a combined public offering price of $4.00 per share (or $3.999 per pre-funded warrant) and accompanying warrants. The warrants will have an exercise price of $4.00 per share and were exercisable immediately upon issuance. The Company determined the Class E and F warrants were classified as a liability on the Company’s balance sheet. We identified the evaluation of the financial statement classification for the Class E & F Common Warrants (the “Common Warrants”) as a critical audit mater. The principal consideration for our determination was that performing procedures and evaluating audit evidence relating to the existence of accounting complexities related to certain provisions of the warrant agreement, including the potential for the Company to issue additional stock under certain circumstances, as defined by the warrant agreement. Auditing these elements involved especially complex auditor judgment due to the terms of the applicable agreement, including the extent of expertise needed. The primary procedures we performed to address this critical audit matter included: ● Evaluating the appropriateness of management’s conclusions through the review of: (i) the relevant terms of the warrant agreement, (ii) the completeness and accuracy of the Company’s technical accounting analysis, and (iii) the appropriateness of application of the relevant accounting literature. ● Utilizing firm personnel with expertise in the relevant technical accounting to assist in: (i) evaluating relevant terms of the warrant agreement in relation to the appropriate accounting literature, and (ii) assessing the appropriateness of conclusions reached by the Company. /s/ BDO USA, P.C. We have served as the Company’s auditor since 2021. Miami, Florida March 27, 2026 F- 3 AIM IMMUNOTECH INC. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2025 and 2024 (in thousands, except for share and per share amounts) 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 2,985 $ 1,701 Marketable securities 62 2,276 Other receivable 7 — Prepaid expenses and other current assets 241 199 Total current assets 3,295 4,176 Property and equipment, net 71 108 Right of use asset, net 378 618 Patent and trademark rights, net 1,661 2,594 Other assets 377 1,112 Total assets $ 5,782 $ 8,608 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable $ 1,630 $ 6,383 Accrued expenses 795 606 Current operating lease liability 250 239 Current note payable, net 3,549 2,307 Total current liabilities 6,224 9,535 Long-term liability: Operating lease liability 170 395 Long-term note payable 927 — Warrant liability 8,244 — Total liabilities 15,565 9,930 Commitments and contingencies (Notes 7, 8, 10) - - Stockholders’ deficit: Series A Junior Participating Preferred Stock, $ 0.01 par value, 4,000,000 shares authorized as of December 31, 2025 and 2024; issued and outstanding – none — — Series B Convertible Preferred Stock, stated value $ 1,000 per share, 10,000 shares authorized; as of December 31, 2025 and 2024; issued and outstanding - none — — Preferred Stock, Value — — Common Stock, $ 0.001 par value, authorized shares - 350,000,000 ; issued and outstanding shares 3,069,875 and 655,262 as of December 31, 2025 and 2024, respectively 3 1 Additional paid-in capital 431,000 425,505 Accumulated deficit ( 440,786 ) ( 426,828 ) Total stockholders’ deficit ( 9,783 ) ( 1,322 ) Total liabilities and stockholders’ deficit $ 5,782 $ 8,608 See accompanying notes to consolidated financial statements. F- 4 AIM IMMUNOTECH INC. AND SUBSIDIARIES Consolidated Statements of Operations (in thousands, except share and per share data) 2025 2024 Years ended December 31, 2025 2024 Revenues: Clinical treatment programs – US $ 88 $ 170 Total Revenues 88 170 Costs and Expenses: Production costs 128 31 Research and development 3,924 6,197 General and administrative 7,700 13,714 Total Costs and Expenses 11,752 19,942 Operating loss ( 11,664 ) ( 19,772 ) (Loss) gain on investments 17 ( 93 ) Interest and other income 3,183 5,192 Interest expense ( 812 ) ( 585 ) Issuance cost ( 433 ) — Loss on warrant issuance ( 3,977 ) — Change in fair value of warrants ( 272 ) ( 458 ) Loss from sale of income tax operating losses — ( 1,604 ) Net Loss $ ( 13,958 ) $ ( 17,320 ) Basic and diluted loss per share $ ( 8.62 ) $ ( 30.92 ) Weighted average shares outstanding basic and diluted 1,618,617 560,169 See accompanying notes to consolidated financial statements. F- 5 AIM IMMUNOTECH INC. AND SUBSIDIARIES Consolidated Statements of Changes in Stockholders’ Deficit (in thousands except share data) For the Year Ended December 31, 2025 Series B Preferred Common Stock Shares Common Stock .001 Par Value Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Deficit Balance December 31, 2024 $ — 655,262 $ 1 $ 425,505 $ ( 426,828 ) $ ( 1,322 ) Common stock issuance, net of costs — 240,068 — 984 — 984 Adjustment for fractional shares — ( 51 ) — — — — Issuance of warrants — 999,000 1 3,750 — 3,751 Issuance of pre-funded warrants — 1,001,000 1 1 — 2 Equity-based compensation — 4,242 — 60 — 60 Repayment of Debt with Shares — 170,354 — 700 — 700 Net loss — — — — ( 13,958 ) ( 13,958 ) Balance December 31, 2025 $ — 3,069,875 $ 3 $ 431,000 $ ( 440,786 ) $ ( 9,783 ) For the Year Ended December 31, 2024 Series B Preferred Common Stock Shares Common Stock .001 Par Value Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Equity (Deficit) Balance December 31, 2023 $ 689 491,025 $ 1 $ 419,052 $ ( 409,508 ) $ 10,234 Balance $ 689 491,025 $ 1 $ 419,052 $ ( 409,508 ) $ 10,234 Common stock issuance, net of costs — 25,510 — 892 — 892 Cashless exercise of warrants — 32 — — — — Issuance of warrants — 102,940 — 3,761 — 3,761 Equity-based compensation — 14,659 — 686 — 686 Repayment of Debt with Shares — 21,096 — 425 — 425 Series B preferred shares expired ( 689 ) — — 689 — — Net loss — — — — ( 17,320 ) ( 17,320 ) Balance December 31, 2024 $ — 655,262 $ 1 $ 425,505 $ ( 426,828 ) $ ( 1,322 ) Balance $ — 655,262 $ 1 $ 425,505 $ ( 426,828 ) $ ( 1,322 ) See accompanying notes to consolidated financial statements. F- 6 AIM IMMUNOTECH INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (in thousands) Years ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 13,958 ) $ ( 17,320 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation of property and equipment 37 37 Abandonment and expiration of patents and trademark rights 1,138 48 Amortization of patent and trademark rights 173 209 Non-cash lease expense 294 304 Amortization of financial obligation 552 301 Equity-based compensation 60 686 Non-cash gain on settlement of liability ( 3,041 ) — Loss on issuance of warrants 4,411 — Loss (gain) on sale of marketable securities ( 17 ) 93 Change in fair value of warrants 272 458 Change in assets and liabilities: Funds receivable from New Jersey operating loss sales — 1,184 Prepaid expenses and other current assets ( 42 ) 103 Lease liability ( 268 ) ( 309 ) Other assets 735 576 Accounts payable ( 1,712 ) ( 60 ) Other receivable ( 7 ) — Accrued expenses 416 ( 1,198 ) Net cash used in operating activities ( 10,957 ) ( 14,888 ) Cash flows from investing activities: Proceeds from sale of marketable securities 2,322 5,623 Purchase of marketable securities ( 91 ) ( 361 ) Purchase of property and equipment — ( 18 ) Purchase of patent and trademark rights ( 378 ) ( 538 ) Net cash provided by investing activities 1,853 4,706 Cash flows from financing activities: Proceeds from issuance of liability warrants 7,314 — Proceeds from issuance of common stock, net of issuance costs 984 892 Repayment of debt obligation ( 660 ) ( 251 ) Proceeds from note payable, net of issuance costs 2,750 2,500 Proceeds from issuance of equity warrants — 3,303 Net cash provided by financing activities 10,388 6,444 Net increase (decrease) in cash and cash equivalents 1,284 ( 3,738 ) Cash and cash equivalents at beginning of year 1,701 5,439 Cash and cash equivalents at end of year $ 2,985 $ 1,701 Supplemental disclosures of non-cash investing and financing cash flow information: Unrealized gain on marketable investments $ 73 $ 570 Conversion of Series B preferred $ — $ 689 Repayment of debt obligation with shares $ 700 $ 243 Operating lease liability arising from obtaining right of use asset $ — $ 31 Cash paid for interest $ 247 $ — See accompanying notes to consolidated financial statements. F- 7 AIM IMMUNOTECH INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) Description of Business and Basis of Presentation Business AIM ImmunoTech Inc. and its subsidiaries are an immuno-pharma company headquartered in Ocala, Florida, and focused on development of Ampligen for the treatment of late-stage pancreatic cancer. The Company has established a strong foundation of laboratory, pre-clinical and clinical data with respect to the development of nucleic acids and natural interferon to enhance the natural antiviral defense system of the human body, and to aid the development of therapeutic products for the treatment of certain cancers and chronic diseases. 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 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 is the path that will potentially lead to the most lucrative outcome. Even though Ampligen showed positive safety and efficacy in trials involving other solid tumor types, we believe that pancreatic cancer presents the best business opportunity. Pancreatic cancer killed more than 100,000 people in the American and European Union markets and more than 450,000 people worldwide as recently as 2022. 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. Here we have a well-developed pancreatic cancer program with broad combination therapy patents in the United States, Japan and Europe, as well as market exclusivity provided by orphan drug designations in the United States and the European Union. Oncology is one of the areas of biotech known for multibillion-dollar mergers and acquisitions deals – large-market Phase 3 oncology clinical trials with positive data are always a focus for acquisition. AIM strongly believes that such a Phase 3 study will be possible following the ongoing Phase 2 clinical study evaluating Ampligen in combination with AstraZeneca’s anti-PD-L1 immune checkpoint inhibitor Imfinzi (durvalumab) in the treatment of metastatic pancreatic cancer patients with stable disease post-FOLFIRINOX standard of care (the “DURIPANC” study). The DURIPANC study is an investigator-initiated, exploratory, open-label, single-center study expected to enroll up to 25 subjects in the Phase 2 portion. The primary objective of the study is the clinical benefit rate of the combination therapy. The secondary/exploratory objectives include assessing overall survival and progression-free survival; 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. F- 8 In March 2026, the Company announced an agreement with the PPD clinical research business of Thermo Fisher Scientific to design AIM’s anticipated Phase 3 clinical trial in the use of Ampligen in the treatment of late-stage pancreatic cancer. Thermo Fisher Scientific Inc. is a global leader in scientific progress. Basis of Preparation and Consolidation The accompanying consolidated financial statements include the accounts of AIM ImmunoTech and all entities in which a controlling interest is held by the Company. All significant intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). 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 our obligations as they become due. The Company has incurred losses from operations and net cash used on operating activities for the year ended December 31, 2025, and has a working capital deficit as of December 31, 2025. Additionally, the Company’s stockholders’ equity was below the minimum requirements for continued listing on the New York Stock Exchange American (“NYSE American”). These conditions raise substantial doubt regarding 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 of these conditions related to the Company’s ability to meet its obligations. If the Company is unable to implement sufficient mitigation efforts, the Company may be forced to limit its business activities or be unable to continue as a going concern, which would have a material adverse effect on its results of operations and financial condition. The Company’s management has disclosed its mitigating plans in its recent filing with the NYSE. These plans primarily consist of raising capital through its issuance of securities and exercises of existing warrants. Additionally, compliance with the NYSE minimum stockholders’ equity requirement will be partially accomplished through the reclassification of the warrant liability into stockholders’ equity during the first quarter of 2026. (2) Summary of Significant Accounting Policies (a) Cash and Cash Equivalents Cash includes bank deposits maintained at several financial institutions. The Company considers highly liquid instruments with an original maturity of three months or less to be cash equivalents. At various times throughout the year ended December 31, 2025, some accounts held at financial institutions were in excess of the federally insured limit of $ 250,000 . The Company has not experienced any losses on these accounts and believes credit risk to be minimal. (b) Marketable Securities The Company’s marketable securities consist solely of mutual funds. We determine realized gains and losses for marketable securities using the specific identification method and measure the fair value of our marketable securities using a market approach where identical or comparable prices are available. If quoted market prices are not available, fair values of investments are determined using prices from a pricing service, pricing models, quoted prices of investments with similar characteristics or discounted cash flow models. F- 9 (c) Property and Equipment, net Schedule of Property and Equipment 2025 2024 (in thousands) December 31, 2025 2024 Furniture, fixture and equipment $ 1,466 $ 1,466 Less: accumulated depreciation ( 1,395 ) ( 1,358 ) Property and equipment, net $ 71 $ 108 Property and equipment are recorded at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets, ranging from three 3 to ten years . Depreciation expense for the year ended December 31, 2025, and December 31, 2024, was $ 37,000 and $ 37,000 , respectively. (d) Patent and Trademark Rights, net Patents and trademarks are stated at cost (primarily legal fees) and are amortized using the straight-line method over the established useful life of 17 years. The Company reviews its patents and trademark rights periodically to determine whether they have continuing value, or their value has become impaired. Such review includes an analysis of the patent and trademark’s ultimate revenue and profitability potential. Management’s review addresses whether each patent continues to fit into the Company’s strategic business plans. (e) 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. (f) Revenue The Company accounts for revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (“Topic 606”). Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Revenue from the sale of Ampligen under cost recovery clinical treatment protocols approved by the FDA is recognized when the product is shipped. The Company has no other obligation associated with its products once shipment has been accepted by the customer. Revenue from the sale Ampligen under the EAP is recognized as the product is distributed and administered to patients involved in the cost recovery program. (g) Accounting for Income Taxes Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws in effect when the differences are expected to reverse. The measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits which are not expected to be realized. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. F- 10 The Company applies the provisions of FASB ASC 740-10 Uncertainty in Income Taxes. As a result of the implementation, there has been no material change to the Company’s tax positions as they have not paid any corporate income taxes due to operating losses. Any tax benefits will likely not be recognized due to the substantial net operating loss carryforwards which will most likely not be realized prior to expiration. With no tax due for the foreseeable future, the Company has determined that a policy to determine the accounting for interest or penalties related to the payment of tax is not necessary at this time. (h) Recent Accounting Standards and Pronouncements The Financial Accounting Standards Board (“FASB”) issues Accounting Standards Updates (“ASUs”) to improve U.S. General Accounting Principles (“U.S. GAAP”). The Company has reviewed the recently issued ASUs and their applicability to its operations. During the fiscal year ended December 31, 2025, the Company adopted the following ASUs: ASU 2025-05, Financial Instruments- Credit Losses (Topic 326): Measurements of Credit Losses of Accounts Receivable and Contract Asset; ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, and ASU 2025-12, Codification Improvements . The Company adopted these standards effective January 1, 2025. The adoption of these standards did not have a material impact on the Company’s consolidated financial statements. Other recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company’s present or future financial statements. (i) Stock-Based Compensation The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires recognition of compensation expense related to stock-based compensation awards over the period during which an employee is required to provide service for the award. Compensation expense is equal to the fair value of the award at the date of grant, net of estimated forfeitures. (j) Common Stock Per Share Calculation Basic and diluted net loss per share is computed using the weighted average number of shares of Common Stock outstanding during the period. Equivalent Common shares, consisting of 4,305,880 and 205,880 of stock options and warrants, are excluded from the calculation of diluted net loss per share for the years ended December 31, 2025 and 2024, respectively, since their effect is antidilutive due to the net loss of the Company. (k) Long-Lived Assets The Company assesses long-lived assets for impairment when events or changes in circumstances indicate that the carrying value of the assets or the asset grouping may not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant decreases in the market price of a long-lived asset or group, a significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or its physical condition, a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group), a current period operating or cash flow loss combined with a history of operating or cash flow losses or projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group) or a current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. F- 11 When assessing for impairment, the Company measures the recoverability of assets that it will continue to use in its operations by comparing the carrying value of the asset grouping to our estimate of the related total future undiscounted net cash flows. If an asset grouping’s carrying value is not recoverable through the related undiscounted cash flows, the asset grouping is considered to be impaired. The Company measures impairment by comparing the difference between the asset grouping’s carrying value and its fair value. Long-lived assets are considered a non-financial asset and are recorded at fair value only if an impairment charge is recognized. Impairments are determined for groups of assets related to the lowest level of identifiable independent cash flows. The Company makes subjective judgments in determining the independent cash flows that can be related to specific asset groupings. In addition, as the Company reviews its manufacturing process and other manufacturing planning decisions, if the useful lives of assets are shorter than the Company had originally estimated, it accelerates the rate of depreciation over the assets’ new, shorter useful lives. (l) Lease accounting The Company is a party to leases for office space, lab facilities and other equipment. The Company determines if a contract contains a lease arrangement at the inception of the contract. For leases in which the Company is the lessee, leases are classified as either finance or operating, with classification affecting the pattern of expense recognition. The Company records right of use assets and operating lease liabilities for its operating leases, which are initially recognized at the present value of future lease payments over the lease term. For leases that do not provide an implicit rate, the Company utilizes an estimated incremental borrowing rate based on market observations existing at lease inception to calculate the present value of future payments. The Company amortizes its right of use assets on a straight-line basis over the associated lease term. The lease term is defined as the non-cancelable period of the lease, plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company has elected to include both lease and non-lease components in the determination of lease payments. Payments made to a lessor for items such as taxes, insurance, common area maintenance, or other costs commonly referred to as executory costs, are also included in lease payments if they are fixed. The fixed portion of these payments are included in the calculation of the lease liability, while any variable portion is recognized as variable lease expenses as incurred. The Company has elected not to recognize right of use assets and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less. Lease payments for short term leases are recognized on a straight-line basis over the lease term. (m) Segment Reporting The Company manages the business activities on a consolidated basis and operates in one reportable segment, which is the research and development of potential therapeutics for cancers, viruses and autoimmune disorders. As the Company has one reportable segment, research and development, general and administrative expenses are equal to consolidated results. Financial results for the Company’s reportable segment have been prepared using a management approach, which is consistent with the basis and manner in which financial information is evaluated by the Company’s Chief Operating Decision Maker (“CODM”) in allocating resources and in assessing performance. The Company’s CODM is the Chief Executive Officer. Actual financial results used by the CODM to assess performance and allocate resources, as well as strategic decisions related to headcount and other expenditures, are reviewed on a consolidated basis. (n) Contingencies Because litigation is inherently unpredictable, assessing contingencies related to litigation is a complex process involving highly subjective judgment about potential outcomes of future events. When evaluating litigation contingencies, the Company may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the availability of appellate remedies, insurance coverage related to the claim or claims in question, the presence of complex or novel legal theories, and the ongoing discovery and development of information important to the matter. In addition, damage amounts claimed in litigation against the Company may be unsupported, exaggerated, or unrelated to possible outcomes, and as such are not meaningful indicators of the Company’s potential liability or financial exposure. Accordingly, the Company reviews the adequacy of accruals and disclosures each quarter in consultation with legal counsel, and it assesses the probability and range of possible losses associated with contingencies for potential accrual in the consolidated financial statements. However, the ultimate resolution of litigated claims may differ from the Company current estimates. In the normal course of business, there are various claims in process, matters in litigation, and other contingencies, certain of which are covered by insurance policies. When a loss is probable, we record an accrual based on the reasonably estimable loss or range of loss. We do not record liabilities for reasonably possible loss contingencies but do disclose a range of reasonably possible losses if they are material and we are able to estimate such a range. If we cannot provide a range of reasonably possible losses, we explain the factors that prevent us from determining such a range. Historically, adjustments to our estimates have not been material. While it is not possible to predict the outcome of these suits, legal proceedings, and claims with certainty, management is of the opinion that adequate provision for potential losses associated with these matters has been made in the financial statements and that the ultimate resolution of any one of these matters will not have a material adverse effect on the Company’s financial position and results of operations. A significant increase in the number of these claims, or one or more successful claims resulting in greater liabilities than the Company currently anticipates, could materially and adversely affect the Company’s business, financial condition, results of operations, and cash flows. (3) Marketable Securities Marketable securities consist of mutual funds. At December 31, 2025, and December 31, 2024, it was determined that none of the marketable securities had an other-than-temporary impairment. At December 31, 2025, and December 31, 2024, all securities were measured as Level 1 instruments of the fair value measurements standard (See Note 15: Fair Value). At December 31, 2025, and December 31, 2024, the Company held $ 62,000 and $ 2,276,000 respectively, in mutual funds. Mutual Funds classified as available for sale consisted of $ 62,000 at December 31, 2025. The net gain recognized for the year ended December 31, 2025, on equity securities was $ 17,000 . The net losses recognized for the year ended December 31, 2025, on equity securities sold during the period were ($ 56,000 ) . The unrealized gains recognized for the year ended December 31, 2025, on equity securities still held was $ 73,000 . Mutual Funds classified as available for sale consisted of $ 2,276,000 at December 31, 2024. The net loss recognized for the year ended December 31, 2024, on equity securities was ($ 93,000 ) . The net losses recognized for the year ended December 31, 2024, on equity securities sold during the period were ($ 663,000 ) . The unrealized gain recognized during the year ended December 31, 2024, on equity securities still held was $ 570,000 . F- 12 (4) Patents and Trademark Rights, Net Patent and trademark rights consist of the following (in thousands): Schedule of Patent and Trademark Rights December 31, 2025 December 31, 2024 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Patents $ 2,150 $ ( 551 ) $ 1,599 $ 3,434 $ ( 939 ) $ 2,495 Trademarks 182 ( 120 ) 62 232 ( 133 ) 99 Net amortizable patents and trademarks rights $ 2,332 $ ( 671 ) $ 1,661 $ 3,666 $ ( 1,072 ) $ 2,594 Patent and trademark rights acquisitions, abandonments and amortization (in thousands): Schedule of Changes in Patents, Trademark Rights December 31, 2024 $ 2,594 Acquisitions 378 Abandonments and expirations ( 1,138 ) Amortization ( 173 ) December 31, 2025 $ 1,661 Patents and trademarks are stated at cost (primarily legal fees) and are amortized using the straight-line method over an estimated useful life of 17 years for patents and 10 years for trademarks. The weighted remaining average amortization period is approximately 12 years for patents and 7 years for trademarks, respectively. The company expenses annuity costs related to its trademarks and patents. Amortization of patents and trademarks for each of the next five years and thereafter is as follows (in thousands): Schedule of Amortization of Patents and Trademarks Year Ending December 31, 2026 $ 164 2027 154 2028 147 2029 142 2030 132 Thereafter 922 Total $ 1,661 F- 13 (5) Accrued Expenses Accrued expenses consist of the following: Schedule of Accrued Expenses 2025 2024 (in thousands) December 31, 2025 2024 Compensation $ 218 $ 1 Professional fees 303 416 Clinical trial expenses 20 145 Interest 64 11 Other expenses 190 33 Total $ 795 $ 606 (6) Unsecured Promissory Note During the years ended 2025 and 2024 the Company entered into three separate agreements with Streeterville Capital LLC (“Streeterville” or the “Lender”). The terms of the agreements are described below: Note 1 – On February 16, 2024, the Company (“Borrower”) entered into a Note Purchase Agreement with Streeterville Capital LLC (“Streeterville” or the “Lender”). Under the terms of the agreement, Streeterville paid the Company $ 2,500,000 in exchange for an unsecured promissory Note with an Original Issue Discount of $ 781,250 . The Company will pay $ 3,301,250 consisting of the principal amount of the Note, together with the original issue discount and $ 20,000 of lender transaction fees, no later than February 16, 2026. The stated interest rate of the note is 10 %. Subsequent to December 31, 2025, an amendment to Promissory Note was entered into as of March 10, 2026, by and between Streeterville, and the Company. The maturity date for the Note was extended until June 30, 2026. Other than the maturity date extension, there were no other changes to the agreement. The agreement allows the Lender to redeem up to $250,000 per calendar month beginning in August 2024, upon providing written notice to Borrower. The Note further contains triggering events which can be remedied by the Lender requiring the Borrower to correct the triggering event, increasing the outstanding balance by applying the triggering effect, or making the Note immediately due and payable. During the year ended December 31, 2025, the Company entered into agreements with the Lender to settle a portion of its outstanding loan obligation in the amount of $ 700,000 through the issuance of 170,353 shares of common stock, rather than cash payment. This exchange was completed pursuant to the terms of the loan agreement, which allows for the settlement of debt through stock issuance under certain conditions. Subsequent to December 31, 2025, the Company entered into agreements with the Lender to settle a portion of its outstanding loan obligation in the amount of $ 400,000 through the issuance of 364,084 shares of common stock, rather than cash payment. Note 2 – On June 30, 2025, the Company (“Borrower”) entered into a Note and Note Purchase Agreement with Streeterville Capital LLC (“Streeterville” or the “Lender”). Under the terms of the agreements, Streeterville paid the Company $ 250,000 in exchange for an unsecured promissory Note with an Original Issue Discount of $ 50,000 . The Note required the Company to pay $ 310,000 consisting of the principal amount of the Note, together with the original issue discount and $ 10,000 of lender transaction fees, no later than October 28, 2025. On August 12, 2025, the Company repaid the note in full. Note 3 – On November 18, 2025, the Company (“Borrower”) entered into a Note Purchase Agreement with Streeterville Capital LLC (“Streeterville” or the “Lender”). Under the terms of the agreement, Streeterville paid the Company $ 2,500,000 in exchange for an unsecured promissory Note with an Original Issue Discount of $ 781,250 . The Company will pay $ 3,301,250 consisting of the principal amount of the Note, together with the original issue discount and $ 20,000 of lender transaction fees, no later than November 18, 2027. The stated interest rate of the note is 10 %. The agreement allows the Lender to redeem up to $250,000 per calendar month beginning in May 2026, upon providing written notice to Borrower. The Note further contains triggering events which can be remedied by the Lender requiring the Borrower to correct the triggering event, increasing the outstanding balance by applying the triggering effect, or making the Note immediately due and payable. F- 14 Maturities and charges associated with these notes is summarized below: Debt schedules at December 31, 2025, were as follows (in thousands) Schedule of Long Term Debt Note 1 Note 2 Note 3 Total Long-term debt $ 1,984 $ — $ 3,301 $ 5,285 Unamortized Original issue discount ( 49 ) — ( 740 ) ( 789 ) Unamortized Financing fees ( 1 ) — ( 19 ) ( 20 ) Unamortized discount and debt issuance costs 1,934 — 2,542 4,476 Less current portion of long-term debt, net ( 1,934 ) — ( 1,615 ) ( 3,549 ) Long-term debt, net $ — $ — $ 927 $ 927 Future maturities for long-term debt as of December 31, 2025, were as follows (in thousands): Schedule of Maturities of Long-Term Debt Fiscal years ending December 31: Note 1 Note 2 Note 3 Total 2026 $ 1,934 $ — $ 1,615 $ 3,549 2027 — — 927 927 Total $ 1,934 $ — $ 2,542 $ 4,476 Current portion of debt discount $ 49 $ — $ 374 $ 423 Current portion of origination costs $ 1 $ — $ 10 $ 11 Debt schedules at December 31, 2024 were as follows (in thousands): Note 1 Note 2 Note 3 Total Long-term debt $ 2,807 $ — $ — $ 2,807 Unamortized Original issue discount ( 489 ) — — ( 489 ) Unamortized Financing fees ( 11 ) — — ( 11 ) Unamortized discount and debt issuance costs 2,307 — — 2,307 Less current portion of long-term debt, net $ ( 2,307 ) $ — $ — $ ( 2,307 ) Long-term debt, net $ — $ — $ — $ — Future maturities for long-term debt as of December 31, 2024 were as follows (in thousands): Fiscal years ending December 31: Note 1 Note 2 Note 3 Total 2025 $ 2,807 $ — $ — $ 2,807 2026 — — — — Total $ 2,807 $ — $ — $ 2,807 Current portion of debt discount $ 489 $ — $ — $ 489 Current portion of origination costs $ 11 $ — $ — $ 11 Interest and other charges related to the Streeterville notes were as follows (in thousands): Schedule of Interest and Other Charges Year ended December 31, 2025 Note 1 Note 2 Note 3 Total Interest $ 239 $ 26 $ 42 $ 307 Original issue discount amortization 440 — 42 482 Total interest charges $ 679 $ 26 $ 84 $ 789 Loan fee amortization $ 10 $ — $ 1 $ 11 Year ended December 31, 2024 Note 1 Note 2 Note 3 Total Interest $ 292 $ — $ — $ 292 Original issue discount amortization 293 — — 293 Total interest charges $ 585 $ — $ — $ 585 Loan fee amortization $ 9 $ — $ — $ 9 (7) Stockholders’ Equity (a) Preferred Stock The Company is authorized to issue 5,000,000 shares of $ 0.01 par value preferred stock with such designations, rights and preferences as may be determined by the Board. Of our authorized preferred stock, 4,000,000 shares have been designated as Series A Junior Participating Preferred Stock and 10,000 shares have been designated as Series B Convertible Preferred Stock. F- 15 Series A Junior Participating Preferred Stock On May 10, 2023, the Company filed a Certificate of Increase in Delaware, increasing the number of preferred stock designated as Series A Junior Participating Preferred Stock to 4,000,000 from 250,000 shares. As of December 31, 2025, there were no Series A Junior Participating Preferred Stock outstanding. Series B Convertible Preferred Stock The Company has designated 10,000 shares of its preferred stock as Series B Convertible Preferred Stock (the “Preferred Stock”). Each share of Preferred Stock has a par value of $ 0.01 per share and a stated value equal to $ 1,000 (the “Stated Value”). The shares of Preferred Stock shall initially be issued and maintained in the form of securities held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of the shares of Preferred Stock. Each share of Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the Holder thereof or at any time and from time to time on or after the second anniversary of the Original Issue Date at the option of the Corporation, into that number of shares of common stock (subject in each case to the limitations determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price). The conversion price for the Preferred Stock shall be equal to $ 0.20 , subject to adjustment herein (the “Conversion Price”). Pursuant to a registration statement relating to a rights offering (the “Rights Offering”) declared effective by the SEC on February 14, 2019, AIM distributed to its holders of common stock and to holders of certain options and redeemable warrants as of February 14, 2019, at no charge, one non-transferable subscription right for each share of common stock held or deemed held on the record date. Each right entitled the holder to purchase one unit, at a subscription price of $ 1,000 per unit, consisting of one share of Series B Convertible Preferred Stock with a face value of $ 1,000 (and immediately convertible into common stock at an assumed conversion price of $ 8.80 ) and 114 warrants with an assumed exercise price of $ 8.80 . The redeemable warrants are exercisable for five years after the date of issuance. The net proceeds realized from the rights offering were approximately $ 4,700,000 . At December 31, 2024, 689 shares of Series B Convertible Preferred Stock had expired, and none were converted prior to expiration. At December 31, 2025 the Company had no shares of Series B Convertible Preferred Stock outstanding. (b) Common Stock and Equity Finances The Company has authorized shares of 350,000,000 with specific limitations and restrictions on the usage of 8,000,000 of the 350,000,000 authorized shares. As of December 31, 2025, and December 31, 2024, there were 3,069,875 and 655,262 shares of common stock issued and outstanding, respectively. Employee Stock Purchase Plan (Not equity compensation) On July 7, 2020, the Board approved a plan pursuant to which all directors, officers, and employees could purchase from the Company up to an aggregate of $ 500,000 worth of shares at the market price (including subsequent plans, the “Employee Stock Purchase Plan”). Pursuant to Exchange’s rules, this plan was effective for a sixty-day period commencing upon the date that the Exchange approved the Company’s Supplemental Listing Application. The Company created successive new plans following the expiration of the July 7, 2020 plan. Recently, the procedure for purchases under the plan changed. Now, any time an officer or employee purchases stock from the Company under the plan, that person must file a SLAP with the Exchange and the purchase cannot be effected until the Exchange accepts the SLAP. During the year ended December 31, 2025, the Company issued a total of 42,171 shares of its common stock at a price ranging from $ 2.54 to $ 12.00 for total proceeds of approximately $ 115,000 as part of the employee stock purchase plan. During the year ended December 31, 2024, the Company issued a total of 3,957 shares of its common stock at a price ranging from $ 18.30 to $ 40.50 for total proceeds of approximately $131,000 as part of the employee stock purchase plan. Rights Plan On May 12, 2023, the Company amended and restated its November 14, 2017 Rights Plan with American Stock Transfer & Trust Company as Rights Agent (the “Rights Plan”). F- 16 Warrants (Rights offering) On September 27, 2019, the Company closed a public offering underwritten by A.G.P./Alliance Global Partners, LLC (the “Offering”) of (i) 17,405 shares of common stock; (ii) pre-funded warrants exercisable for 71,483 shares of common stock (the “Pre-funded Warrants”), and (iii) warrants to purchase up to an aggregate of 88,888 shares of common stock (the “Warrants”). In conjunction with the Offering, we issued a Representative’s Warrant to purchase up to an aggregate of 2,666 shares of common stock (the “Representative’s Warrant”) . The shares of common stock and Warrants were sold at a combined Offering price of $ 0.90 , less underwriting discounts and commissions. Each Warrant sold with the shares of common stock represents the right to purchase one share of common stock at an exercise price of $ 0.99 per share. The Pre-Funded Warrants and Warrants were sold at a combined Offering price of $ 0.899 , less underwriting discounts and commissions. The Pre-Funded Warrants were sold to purchasers whose purchase of shares of common stock in the Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99 % of the Company’s outstanding common stock immediately following the consummation of the Offering, in lieu of shares of common stock. Each Pre-Funded Warrant represents the right to purchase one share of common stock at an exercise price of $ 0.001 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are exercised in full. A registration statement on Form S-1, relating to the Offering was filed with the SEC and was declared effective on September 25, 2019, the net proceeds were approximately $ 7,200,000 . During the year ended December 31 , 2020, 18,700 of the Pre-funded Warrants were exercised and 88,739 Warrants were exercised. In addition, on March 25, 2020, the Representative’s Warrant was amended to permit exercise of such warrant to commence on March 30, 2020. These warrants were exercised on March 31, 2020 and an aggregate of 2,666 shares were issued upon exercise of this warrant for gross proceeds of approximately $ 264,000 and a $ 46,000 expense for the warrant modification. During the year December 31, 2024, 2,050 warrants were exercised, and 58,300 warrants expired unexercised. As of December 31, 2025, and December 31, 2024, there were no warrants outstanding related to the Rights Offering. Equity Distribution Agreement On April 19, 2023, the Company entered into an Equity Distribution Agreement (the “EDA”), with Maxim, pursuant to which it may sell from time to time, shares of its common stock having an aggregate offering price of up to $ 8,500,000 through Maxim, as agent. The amount was subsequently reduced from $ 8,500,000 to $ 3,100,000 . Sales under the EDA were registered under the S-3 Shelf Registration Statement. Under the terms of the EDA, Maxim is entitled to a transaction fee at a fixed rate of 3.0 % of the gross sales price of shares sold under the EDA. For the year ended December 31, 2024, the Company sold 13,956 shares under the EDA for total gross proceeds of approximately $ 649,916 , which includes a 3.0 % fee to Maxim of $ 19,497 . For the year ended December 31, 2025, the Company sold 167,065 shares under the EDA for total gross proceeds of approximately $ 485,202 , which includes a 3.0 % fee to Maxim of $ 14,556 . On April 1, 2025, the Company entered into a new EDA, with Maxim (the “Sales Agreement”) pursuant to which it may issue and sell up to an aggregate of $ 3,000,000 shares of the Company’s common stock from time to time through Maxim acting as agent. Under the terms of the Sales Agreement in no event will the Company, inter alia, issue or sell through the sales agreement such number or dollar amount of shares of common stock that would exceed the number or dollar amount of shares of common stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable). Subsequent to December 31, 2025, the Company has sold 2,025,292 shares under the Sales Agreement for total gross proceeds of approximately $ 2,063,396 , which includes a 3.0 % fee to Maxim of approximately $ 61,901 . The Company will pay Maxim in cash, upon each sale of the common stock pursuant to the Sales Agreement, a commission in an amount equal to 3.0 % of the aggregate gross proceeds from each sale of common stock. Because there is no minimum offering amount required as a condition to this offering, the actual total public offering amount, commissions and proceeds to the Company, if any, are not determinable at this time. The Company has agreed, under certain circumstances, to reimburse a portion of Maxim’s expenses, including legal fees up to a maximum of $ 50,000 , and $ 5,000 on a quarterly basis thereafter. The shares under the Sales Agreement will only be offered after a prospectus related to such offering is filed with the SEC. That prospectus was filed on October 30, 2025. If and when the shares are offered, they will be offered pursuant to a shelf registration statement on Form S-3 (File No. 333-286319), which was declared effective on July 3, 2025. F- 17 Equity Purchase Agreement On March 28, 2024, the Company entered into a purchase agreement and a registration rights agreement with Atlas Sciences, LLC (“Atlas”), pursuant to which Atlas committed to purchase up to $ 15,000,000 of common stock of the Company for a period of 24 months from the date of the purchase agreement. No assurance can be given as to the actual amount that will be raised pursuant to the purchase agreement. Under the terms of the purchase agreement, the Company, at its sole discretion, shall have the right to issue Put shares to the Investor at 95 % of the Market Price of the shares on the day of trade. Sales under the purchase agreement are limited to a daily maximum of the lessor of: $ 500,000 , the Median Daily Trading volume, and a beneficial ownership limitation of 4.99 % and a maximum of 19.99 % of the outstanding shares at the time of the purchase agreement. In April 2024, the Company filed a registration statement with the SEC on Form S-1 registering a total of 99,750 shares for resale pursuant to the Atlas Agreements, consisting of 96,364 shares that can be sold by the Company to Atlas and 3,386 shares that were issued to Atlas as Commitment Shares. The registration statement was declared effective on May 1, 2024. At December 31, 2024, a total of 7,596 shares were issued pursuant to the purchase agreement for a total of approximately $ 128,000 after clearing costs. At December 31, 2025, a total of 30,829 shares were issued pursuant to the purchase agreement for a total of approximately $ 398,000 after clearing costs. There were no shares issued subsequent to December 31, 2025. As of February 2025, the purchase agreement is no longer active. Securities Purchase Agreement May 2024 Securities Purchase Agreement On May 31, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) to complete an offering (the “Transactions”) with a single accredited investor (the “Purchaser”), pursuant to which, on June 3, 2024, the Company issued to the Purchaser, (i) in a registered direct offering, 56,410 shares of the Company’s common stock (the “Shares”) and (ii) in a concurrent private placement, the Company issued to the Purchaser Class A common warrants to purchase an aggregate of up to 56,410 shares of its common stock (the “A Warrants”) at an exercise price of $ 36.30 per share and Class B common warrants to purchase an aggregate of up to 56,410 shares of its common stock (the “B “Warrants” and, along with the A Warrants, the “Common Warrants”) at an exercise price of $ 36.30 per share. The A Warrants and B Warrants are not exercisable for six months after the issuance date and expire, respectively, five years and six months and twenty-four months after the issuance date. The Common Warrants and the shares of common stock are issuable upon the exercise of such warrants are offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. The Shares were offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-262280), which was declared effective on February 4, 2022. Pursuant to the terms of the Purchase Agreement, subject to certain exceptions, the Company could not issue any equity securities for 60 days following the issuance date, provided that the Company was able to utilize its at-the-market offering program with Maxim Group LLC (the “Placement Agent”) after 30 days. Additionally, the Company cannot enter into a variable rate transaction (other than the ATM program with the Placement Agent) for 120 days after the issuance date. In addition, the Company’s executive officers and each of the Company’s directors have entered into lock-up agreements with the Company pursuant to which each of them has agreed not to, for a period of 90 days from the closing of the Transactions, offer, sell, transfer or otherwise dispose of the Company’s securities, subject to certain exceptions. The exercise price of the Common Warrants, and the number of Common Warrant Shares, are subject to adjustment in the event of any stock dividend or split, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Common Warrants. If a Fundamental Transaction (as defined in the Common Warrants) occurs, then the successor entity will succeed to, and be substituted for the Company, and may exercise every right and power that the Company may exercise and will assume all of its obligations under the Common Warrants with the same effect as if such successor entity had been named in the warrant itself. Common Warrant Holders will have additional rights defined in the Common Warrants. The Common Warrants are exercisable on a “cashless” basis only if there is not a current registration statement permitting public resale. In this regard, the Company filed a registration statement to register the resale of the Common Warrant Shares providing for the resale of the Shares issued and issuable upon exercise of the Common Warrants. That registration statement was declared effective by the SEC on July 11, 2024. The Company has agreed to use commercially reasonable efforts to cause such registration statement to keep such registration statement effective at all times until no Purchaser owns any Warrants or Warrant Shares issuable upon exercise thereof. Maxim Group LLC acted as the placement agent on a “commercially reasonable best efforts” basis, in connection with the Transactions pursuant to the Placement Agency Agreement, dated May 31, 2024 (the “Placement Agency Agreement”), by and between the Company and the Placement Agent. Pursuant to the Placement Agency Agreement, the Placement Agent was paid a cash fee of 8 % of the aggregate gross proceeds paid to the Company for the securities sold in the Transactions and reimbursement of certain out-of-pocket expenses. F- 18 The Company evaluated the Common Warrants under the guidance of ASC 480 – Distinguishing Liabilities from Equity and determined that they were in scope under the guidance as freestanding financial instruments but did not meet the criteria for liability classification and are classified as equity within the consolidated financial statements. Proceeds allocated to such warrants totaled approximately $ 2,500,000 . For the year ended December 31,2025, no Common Warrants were exercised, and all remain outstanding on December 31, 2025, related to this agreement. September 2024 Securities Purchase Agreement On September 30, 2024, the Company entered into a Purchase Agreement with the Purchaser in the May 2024 Securities Purchase Agreement as Purchaser, pursuant to which the Company issued to the Purchaser, (i) in a registered direct offering, 46,530 shares of its common stock (“Shares”) and (ii) in the concurrent Private Placement, Class C and Class D Warrants, each to purchase an aggregate of up to 46,530 Shares (the “Common Warrant Shares”) each with an exercise price of $ 28.00 . The Class C and Class D Warrants together, hereinafter the “Common Warrants”. The purchase price for Shares in the registered direct offering was $ 28.00 per Share. The Company received aggregate gross proceeds from the Transactions of approximately $ 1,260,000 , before deducting fees to the Placement Agent and other estimated offering expenses payable by it. The Shares were offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-262280), which was declared effective on February 4, 2022. The Common Warrants and the Common Warrant Shares issued in the Private Placement were not registered under the Securities Act. Rather the Common Warrants and the Common Warrant Shares were issued pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder. The Class C Warrants and the Class D Warrants were not exercisable until December 3, 2024, and will expire, respectively, twenty-four months and five years and six months after that date. The Company evaluated the Common Warrants under the guidance of ASC 480 – Distinguishing Liabilities from Equity and determined that they were in scope under the guidance as freestanding financial instruments but did not meet the criteria for liability classification and are classified as equity within the consolidated financial statements. Proceeds allocated to such warrants totaled approximately $ 2,500,000 . For the year ended December 31,2025, no Common Warrants were exercised, and all remain outstanding on December 31, 2025, related to this agreement. (c) Common Stock Options and Warrants (i) Stock Options The 2018 Equity Incentive Plan, effective September 12, 2018, as amended and restated on August 19, 2019 (the “2018 Equity Incentive Plan”) authorizes the grant of (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards. After the 100:1 reverse stock split which was effective on June 12, 2025, a maximum of 8,980 shares of common stock were reserved for potential issuance pursuant to awards under the 2018 Equity Incentive Plan. The number of shares of the Company’s common stock available for grant and issuance under the 2018 Equity Incentive Plan is subject to an annual increase on July 1 of each calendar year, by an amount equal to two percent (2%) of the then outstanding shares of the Company’s common stock (the “2018 Plan Evergreen Provision”). The number of shares issuable under the 2018 Equity Incentive Plan increased annually pursuant to the 2018 Plan Evergreen Provision. On July 1, 2025, the number of shares of the Company’s common stock available for grant and issuance under the 2018 Equity Incentive Plan increased by an additional 15,283 shares. As a result of the 2018 Plan Evergreen Provisions, a maximum of 24,263 shares of common stock is reserved for potential issuance pursuant to awards under the 2018 Equity Incentive Plan as of December 31, 2025. Unless sooner terminated, the 2018 Equity Incentive Plan will continue in effect for a period of 10 years from its effective date. During the fiscal year ended December 31, 2018, the Board of Directors issued 270 options to each employee, the officers and directors at the exercise price of $ 968 expiring in 10 years. During the fiscal year ending December 31, 2019, 392 options were issued to each of these officers with an exercise price of $ 968 for a period of ten years with a vesting period of one year . During the fiscal year ending December 31, 2020, 10,250 options were issued to each of these officers and directors with an exercise price range of $ 185 to $ 307 for a period of ten years with a vesting period of one year . During the fiscal year ending December 31, 2021, 6,135 options were issued to officers, directors and consultants with an exercise price range of $ 111 to $ 171 for a period of ten years with a vesting period of one year . During the fiscal year ending December 31, 2022, 8,500 options were issued to officers, directors and consultants with an exercise price range of $ 31 to $ 70 for a period of ten years with a vesting period of one year . During the fiscal year ending December 31, 2023, 4,000 options were issued to officers with an exercise price of $ 46 to $ 47 for a period of ten years with a vesting period of one year . There were no options issued during the fiscal year ending December 31, 2024, or during the year ended December 31, 2025. As part of the Company’s cash conservation strategy, the Company issued common stock as a substitute for cash salaries to certain executives and directors. During the fiscal year ending December 31, 2024, there were 2,026 shares issued related to the cash conservation program. During the year ended December 31, 2025, there were 4,242 shares issued related to the cash conservation program. F- 19 During the year ended December 31, 2025 and 2024, we did not issue any options under the 2018 Equity Incentive Plan and all options pursuant to employment agreements for certain executives were voluntarily waived. The fair value of each option and equity warrant award is estimated on the date of grant using a Black-Scholes-Merton option pricing valuation model. Expected volatility is based on the historical volatility of the price of the Company’s stock. The risk-free interest rate is based on U.S. Treasury issues with a term equal to the expected life of the option and equity warrant. The Company uses historical data to estimate expected dividend yield, expected life and forfeiture rates. Information regarding the options approved by the Board of Directors under the Equity Plan of 2009 is summarized below. The plan expired on June 24, 2019: Schedule of Stock Option Activity 2025 2024 Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Outstanding, beginning of year 1,185 $ 1,320.00 - 212,784.00 $ 1,817.00 1,194 $ 1,320.00 - 212,784.00 $ 207.00 Granted — — — — — — Forfeited ( 6 ) — 5,277.00 — — — Expired ( 6 ) — $ 13,200.00 ( 9 ) 19,000.00 35,636.00 Outstanding, end of year 1,173 $ 1,320.00 - 7,392.00 $ 1,670.00 1,185 $ 1,320.00 - 212,784.00 $ 1,817.00 Exercisable, end of year 1,173 $ 1,320.00 - 7,392.00 $ 1,670.00 1,185 $ 1,320.00 - 212,784.00 $ 1,817.00 Weighted average remaining contractual life (years) 2.15 years 3.08 years Information regarding the options approved by the Board of Directors under the Equity Plan of 2018 is summarized below: Schedule of Stock Option Activity 2025 2024 Shares Option Price Weighted Average Exercise Price Shares Option Price Weighted Average Exercise Price Outstanding, beginning of year 28,141 $ 31.00 - 968.00 $ 154.00 28,141 $ 31.00 - 968.00 $ 154.00 Granted — — — — — — Forfeited ( 4,281 ) — 183.27 — — — Outstanding, end of year 23,860 $ 41.00 - 968.00 $ 152.55 28,141 $ 31.00 - 968.00 $ 154.00 Exercisable, end of year 23,860 $ 41.00 - 968.00 $ 152.55 28,141 $ 31.00 - 968.00 $ 154.00 Weighted average remaining contractual life (years) 6.01 years 6.96 years Available for future grants 24,263 1,526 F- 20 Stock option activity during the years ended December 31, 2025, and 2024 is as follows: Vested stock option activity for employees: Schedule of Vested Stock Option Activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Outstanding December 31, 2023 24,084 $ 250.00 8.70 — Granted — — — — Forfeited — — — — Expired ( 8 ) — — — Outstanding December 31, 2024 24,076 $ 242.17 8.70 — Granted — — — — Forfeited ( 2,159 ) 185.50 — Expired ( 6 ) 13,200.00 — — Outstanding December 31, 2025 21,911 $ 244.40 9.56 — Vested and expected to vest at December 31, 2025 21,911 $ 244.40 9.56 — Exercisable at December 31, 2025 21,911 $ 154.66 5.53 — The weighted-average grant-date fair value of employee options vested during the year ended December 31, 2024 was approximately $ 172,000 for 3,666 options at $ 47.00 per option. All options were vested at December 31, 2025. Unvested stock option activity for employees: Schedule of Unvested Stock Option Activity Number of Options Weighted Average Exercise Price Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Unvested December 31, 2023 3,667 $ 213.00 12.44 — Granted — — — — Vested ( 3,659 ) 47.00 7.26 — Forfeited — — — — Expired ( 8 ) — — — Unvested December 31, 2024 — $ — — — Granted — — — — Vested — — — — Forfeited — — — — Expired — — — — Unvested December 31, 2025 — $ — — — F- 21 Vested stock option activity for non-employees: Schedule of Vested Stock Option Activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Outstanding December 31, 2023 8,851 $ 202.00 9.23 — Granted — — — — Expired ( 1 ) — — — Forfeited — — — — Outstanding December 31, 2024 8,850 $ 187.63 9.23 — Granted — — — — Exercised — — — — Expired — — — — Forfeited ( 2,129 ) — — — Outstanding December 31, 2025 6,721 $ 185.05 12.15 — Vested and expected to vest at December 31, 2025 6,721 $ 185.05 12.15 — Exercisable at December 31, 2025 6,721 $ 150.97 12.52 — The weighted-average grant-date fair value of non-employee options vested during year 2024 was approximately $ 131,100 for 2,850 options at $ 46.00 per option. No options vested during the year 2025. Unvested stock option activity for non-employees: Schedule of Unvested Stock Option Activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contracted Term (Years) Aggregate Intrinsic Value Unvested December 31, 2023 3,350 $ 183.00 10.70 — Granted — — — — Vested ( 3,349 ) 46.00 10.18 — Expired ( 1 ) — — — Forfeited — — — — Unvested December 31, 2024 — $ — — — Granted — — — — Vested — — — — Expired — — — — Forfeited — — — — Unvested December 31, 2025 — $ — — — As part of the Company’s cash conservation strategy, the Company issued common stock as a substitute for cash salaries to certain executives and directors. For the year ended December 31, 2025, stock issued as compensation totaled approximately $ 424,000 . For the year ended December 31, 2024, stock issued as compensation totaled approximately $ 1,466,000 . This compensation is included in the overall equity-based compensation expense. F- 22 (ii) Stock Warrants On May 31, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) to complete an offering (the “Transactions”) with a single accredited investor (the “Purchaser”), pursuant to which, on June 3, 2024, the Company issued to the Purchaser, (i) in a registered direct offering, 56,410 shares of the Company’s common stock (the “Shares”) and (ii) in a concurrent private placement, the Company issued to the Purchaser Class A common warrants to purchase an aggregate of up to 56,410 shares of its common stock (the “A Warrants”) at an exercise price of $ 36.30 per share and Class B common warrants to purchase an aggregate of up to 56,410 shares of its common stock (the “B “Warrants” and, along with the A Warrants, the “Common Warrants”) at an exercise price of $ 36.30 per share. On September 30, 2024, the Company entered into a Purchase Agreement with the Purchaser in the May 2024 Securities Purchase Agreement as Purchaser, pursuant to which the Company issued to the Purchaser, (i) in a registered direct offering, 46,530 shares of its common stock (“Shares”) and (ii) in the concurrent Private Placement, Class C and Class D Warrants, each to purchase an aggregate of up to 46,530 Shares (the “Common Warrant Shares”) each with an exercise price of $ 28.00 . The Class C and Class D Warrants together, hereinafter the “Common Warrants”. The purchase price for Shares in the registered direct offering was $ 28.00 per Share. On July 30, 2025, the Company announced closing a public offering of an aggregate of 2,000,000 shares of its common stock (or pre-funded warrants in lieu thereof), Class E warrants to purchase up to 2,000,000 shares of common stock, and Class F warrants to purchase up to 2,000,000 shares of common stock, at a combined public offering price of $ 4.00 per share (or $ 3.999 per pre-funded warrant) and accompanying warrants. The warrants will have an exercise price of $ 4.00 per share and were exercisable immediately upon issuance. The Class E warrants will expire on the fifth anniversary of the original issuance date, and the Class F warrants will expire on the eighteen-month anniversary of the original issuance date. Gross proceeds, before deducting placement agent fees and offering expenses, were approximately $ 8,000,000 . Maxim Group LLC acted as sole placement agent in connection with this offering. Based on a review of the Class E and F warrants, it was determined that the warrants met the liability criteria as described in Accounting Standards Codification 480. Accordingly, as the warrants might require the Company to issue additional stock under certain circumstances, a loss was recognized and the resulting computed value was classified as a liability on the Company’s balance sheet at December 31, 2025. For further information, please refer to Note 15. Stock warrants are issued as needed by the Board of Directors and have no formal plan. The fair value of each warrant award is estimated on the date of grant using a Black-Scholes-Merton pricing option valuation model. Expected volatility is based on the historical volatility of the price of the Company’s stock. The risk-free interest rate is based on U.S. Treasury issues with a term equal to the expected life of the warrant. The Company uses historical data to estimate expected dividend yield, life and forfeiture rates. The expected life of the warrants was estimated based on historical option holder’s behavior and represents the period of time that options are expected to be outstanding. Information regarding warrants outstanding and exercisable into shares of common stock is summarized below: Schedule of Warrants Outstanding and Exercisable 2025 2024 Shares Warrant Price Weighted Average Exercise Price Shares Warrant Price Weighted Average Exercise Price Outstanding, beginning of year 205,880 $ 28.00 - 36.30 $ 33.00 1,521 $ 99.00 - 880.00 $ 803.00 Granted 5,101,000 4.00 4.00 205,880 28.00 - 36.30 33.00 Expired — — — ( 1,475 ) 99.00 - 880.00 803.00 Exercised ( 1,001,000 ) 4.00 4.00 ( 46 ) 880.00 880.00 Outstanding, end of year 4,305,880 $ 4.00 - 36.30 $ 6.30 205,880 $ 28.00 - 36.30 $ 33.00 Exercisable 4,305,880 $ 4.00 - 36.30 $ 6.30 112,819 $ 36.30 $ 36.30 Weighted average remaining contractual life 2.74 years 3.75 years Years exercisable 2025 2024 Stock warrants are issued at the discretion of the Board. During the year ended December 31, 2025, there were 5,101,000 warrants issued and 1,001,000 were exercised. During the year ended December 31, 2024, there were 205,880 warrants issued, 4,659 warrants were exercised and 147,501 warrants expired. F- 23 (8) Research, Consulting and Supply The Company has entered into research, consulting and supply agreements with third party service providers to perform research and development activities on therapeutics, including clinical trials. The identification of research and development costs involves reviewing open contracts and purchase orders, communicating with applicable company and third-party personnel to identify services that have been performed, and corroborating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of actual expenses. The Company expenses these research and development costs when incurred. Schedule of Research and Development Expenses 2025 2024 For year ended December 31, 2025 2024 (in thousands) Clinical studies $ 2,379 $ 2,627 Manufacturing & Engineering 432 1,116 Quality control 897 1,721 Regulatory 216 733 Totals $ 3,924 $ 6,197 The following summarizes the most substantial of our contracts relating to research, consulting, and supply costs for AIM as they related to research and development costs for the year ended December 31, 2025. Amarex Clinical Research LLC Amarex is the principal administrator of several of AIM’s largest clinical studies. AIM has multiple contracts with Amarex Clinical Research LLC (“Amarex”). During the year ended December 31, 2025 and 2024, the Company incurred approximately $ 365,000 and $ 1,047,800 (before applying credits), respectively, related to these ongoing agreements: ● Pancreatic Cancer - In April 2022, AIM executed a work order with Amarex pursuant to which Amarex is managing a Phase 2 clinical trial in locally advanced pancreatic cancer patients designated AMP-270. Per the work order, AIM anticipates that Amarex’s management of the study will cost approximately $ 8,400,000 . This estimate includes pass-through costs of approximately $ 1,000,000 and excludes certain third-party and investigator costs and escalations necessary for study completion. AIM anticipates that the study will take approximately 4.6 years to complete. ● Post-COVID Conditions - In September 2022, AIM executed a work order with Amarex, pursuant to which Amarex is managing a Phase 2 trial in patients with Post-COVID Conditions. AIM is sponsoring the study. AIM anticipates that the study will cost approximately $ 6,400,000 , which includes passthrough costs of approximately $ 125,000 , investigator costs estimated at about $ 4,400,000 and excludes certain other third-party costs and escalations. During 2023, the original work order increased to approximately $ 6,600,000 for the addition of patient reported outcome (PRO) electronic questionnaires (devices/tablets for patients to complete); services associated with the ePRO system and additional safety monitoring services as well as changes to study documentation (such as protocol amendments) which resulted in additional IND submissions to FDA. The final subject completed the clinical trial in 2023. The end of study close out tasks continued into 2025. Administrative and other fees – The Company incurred $ 116,000 and $ 113,000 in administrative and other fees during the years ended December 31, 2025 and 2024, respectively. Costs incurred pursuant to the Amarex agreements were as follows (thousands): 2025 2024 For the year ended December 31, 2025 2024 Pancreatic Cancer $ 237 $ 459 Post Covid Conditions 11 455 Total $ 248 $ 914 F- 24 Jubilant HollisterStier Jubilant HollisterStier (“Jubilant”) is AIM’s authorized CMO for Ampligen for the approval in Argentina. In 2017, the Company entered into an agreement with Jubilant pursuant to which Jubilant will manufacture batches of Ampligen® for the Company. Since the 2017 engagement of Jubilant, two lots of Ampligen consisting of more than 16,000 units were manufactured and released in the year 2018. The first lot was designated for human use in the United States in the cost recovery CFS program and for expanded oncology clinical trials. The second lot has been designated for these programs in addition to commercial distribution in Argentina for the treatment of CFS. Jubilant manufactured additional two lots of Ampligen in December 2019 and January 2020. Costs incurred pursuant to the Jubilant agreements were as follows (thousands): 2025 2024 For the year ended December 31, 2025 2024 Total $ — $ 1 Sterling Pharma Solutions In 2022, the Company entered into a Master Service Agreement and a Quality Agreement with Sterling Pharma Solutions (“Sterling”) for the manufacture of the Company’s Poly I and Poly C12U polynucleotides and transfer of associated test methods at Sterling’s Dudley, UK location to produce the polymer precursors to manufacture the drug Ampligen. Costs incurred pursuant to the Sterling Pharma agreements were as follows (thousands): 2025 2024 For the year ended December 31, 2025 2024 Total $ — $ 498 Erasmus In December 2022, the Company entered into a joint clinical study agreement with Erasmus University Medical Center Rotterdam to conduct a Phase II study: Combining anti-PD-L1 immune checkpoint inhibitor durvalumab with TLR-3 agonist rintatolimod in patients with metastatic pancreatic ductal adenocarcinoma for therapy efficacy. This is a study in collaboration with AstraZeneca. AIM’s limited responsibilities are limited to providing Ampligen. Additionally, in April 2023 AIM agreed to provide to Erasmus MC an unrestricted grant of $ 200,000 for immune monitoring in pancreatic cancer patients. Costs incurred pursuant to the Erasmus agreements were as follows (thousands): 2025 2024 For the year ended December 31, 2025 2024 Total $ — $ 104 Azenova Sales International In October 2023, the Company entered into a consulting agreement with Azenova, LLC whereas Azenova will provide business development services for AIM’s Ampligen product for solid tumors for a 12-month term that is extendable upon the agreement of the parties. In exchange for its services, Azenova received a monthly retainer of $ 30,000 in addition to 3,600 stock options that vest monthly. The monthly retainer was reduced to $ 10,000 in August 2024 and then changed again to payments based on hourly billing only. Costs incurred pursuant to the Azenova agreements were as follows (thousands): 2025 2024 For the year ended December 31, 2025 2024 Total $ — $ 255 F- 25 Alcami In September 2023, the Company entered into an agreement with Alcami Corporation to perform an extractables study for a primary packaging component. The agreement called for fixed costs of approximately $ 30,000 upon completion of the study and issue of the final report, along with solvent costs, and pass through items to be billed on a per activity basis. The final bill for the initial study was received in December 2023. Costs incurred pursuant to the Alcami agreements were as follows (thousands): 2025 2024 For the year ended December 31, 2025 2024 Research and development expenses $ — $ 14 (9) 401(k) Plan AIM has a defined contribution plan, entitled the AIM ImmunoTech Employees 401(k) Plan and Trust Agreement (the “401(k) Plan”). AIM’s full-time employees are eligible to participate in the 401(k) Plan following 61 days of employment. Subject to certain limitations imposed by federal tax laws, participants are eligible to contribute up to 15 % of their salary (including bonuses and/or commissions) per annum. Participants’ contributions to the 401(k) Plan may be matched by us at a rate determined annually by the Board. Each participant immediately vests in his or her deferred salary contributions as well as the Company’s safe harbor contributions. A 6 % safe harbor matching contribution by us was reinstated effective January 1, 2021. For the year ended December 31, 2025 and 2024, the Company’s matching contributions were approximately $ 110,700 and $ 167,000 , respectively (10) Employment/Consulting Agreements The Company had contractual agreements with certain Named Executive Officers (“NEO”) in 2025 and 2024. The aggregate annual base compensation which includes bonuses and stock issuances for these NEO under their respective contractual agreements for 2025, and 2024 (which takes into account amendments to these agreements effected in September 2024 for a one year period, voluntary deferral of some compensation, as well as voluntary waiver of bonus and option issuance in 2025 and 2024) was $ 1,216,753 and $ 1,491,215 , respectively. As part of the Company’s cash conservation strategy, certain NEOs were issued common stock in 2024 as a substitute for cash salaries. For the year ended December 31, 2024, stock issued as payroll totaled $ 250,000 , which is included in the overall equity-based compensation expense. There was no stock issued as payroll for the year ended December 31, 2025. In addition, certain Officers were entitled to receive performance bonuses of up to 25 % or 20 % of their respective annual base salary, at the sole discretion of the Compensation Committee of the Board of Directors. For the years December 31, 2025, and 2024, there were no performance bonuses paid out and any performance bonuses that were earned were voluntarily waived. (11) Leases The Company leases office and lab facilities and other equipment under non-cancellable operating leases with initial terms typically ranging from 1 to 5 years, expiring at various dates during 2026 through 2027, and requiring monthly payments ranging from less than $ 1,000 to $ 22,000 . Certain leases include additional renewal options ranging from 1 to 5 years. AIM has classified all of its leases as operating leases. At December 31, 2025 and December 31, 2024, the balance of the right of use assets was $ 378,000 and $ 618,000 , respectively, and the corresponding operating lease liability balance was $ 420,000 and $ 634,000 , respectively. Right of use assets are recorded net of accumulated amortization of $ 560,000 and $ 428,000 as of December 31, 2025 and December 31, 2024, respectively. F- 26 AIM recognized rent expense associated with these leases are follows: Schedule of AIM Recognized Rent Expense Associated with Operating Lease 2025 2024 Year ended December 31, (in thousands) 2025 2024 Lease costs: Operating lease costs $ 294 $ 304 Short-term and variable lease costs 250 283 Total lease costs $ 544 $ 587 Classification of lease costs: Research & development $ 374 $ 446 General and administrative 170 141 Lease cost 170 141 Total lease costs $ 544 $ 587 The Company’s leases have remaining lease terms between 9 and 20 months. As of December 31, 2025, the weighted-average remaining term was 20 months. At December 31, 2024, the weighted-average remaining term was 29 months. The Company’s weighted average incremental borrowing rate for its leases was 10 % at December 31, 2025, and December 31, 2024. Future minimum payments as of December 31, 2025, are as follows: Schedule of Operating Lease Future Payments Year Ending December 31, (in thousands) 2026 $ 273 2027 169 Less imputed interest ( 22 ) Total $ 420 (12) Income Taxes The Company applies the provisions of FASB ASC 740-10 Uncertainty in Income Taxes. As a result of the implementation, there has been no material change to the Company’s tax positions as they have not paid any corporate income taxes due to operating losses. With the exception of net operating losses and research and development credits generated in New Jersey, all tax benefits will likely not be recognized due to the substantial net operating loss carryforwards which will most likely not be realized prior to expiration. As of December 31, 2025, and December 31, 2024, respectively, the Company has approximately $ 149,645,900 of Federal net operating loss carryforwards (expiring in the years 2025 through 2038), and $ 135,324,600 of Federal net operating loss carryforwards with no expiration date, both of which have been limited by Internal Revenue Code Section 382, available to offset future federal taxable income. The Company has approximately $ 60,135,200 of New Jersey state net operating loss carryforwards (expiring in 2045). The Company has approximately $ 114,500,700 of Florida state net operating loss carryforwards with no expiration date to offset future Florida taxable income. The Company has approximately $ 3,600,000 of Belgium net operating loss carryforwards with no expiration date to offset future taxable income. The utilization of certain state net operating loss carryforwards may be subject to annual limitations. With no tax due for the foreseeable future, the Company has determined that a policy to determine the accounting for interest or penalties related to the payment of tax is not necessary at this time. Under the Tax Reform Act of 1986, the utilization of a corporation’s net operating loss carryforward is limited following a greater than 50% change in ownership. As noted above, due to the Company’s prior and current equity transactions, some of the Company’s net operating loss carryforwards are subject to an annual limitation generally determined by multiplying the value of the Company on the date of the ownership change by the federal long-term tax-exempt rate. Any unused annual limitation may be carried forward to future years for the balance of the net operating loss carryforward period. As of December 31, 2025, the tax years after 2021 remain subject to examination by major tax jurisdictions. F- 27 The Income tax provision consists of the following: Schedule of Income Tax Provision 2025 2024 Year Ended December 31, (in thousands) 2025 2024 Federal — — State — — Foreign — — Net Current Tax Provision — — Deferred Tax Provision (Benefit) Federal ( 2,870 ) ( 3,658 ) State ( 1,103 ) ( 801 ) Deferred Tax Provision / (Benefit) ( 3,973 ) ( 4,459 ) Increase/(Decrease) in Valuation Allowance 3,973 4,459 Net Deferred Tax Provision / (Benefit) — — Net Income Tax Expense / (Benefit) — — Increase tax payments during the year, net of refunds, are comprised of the following: Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts used for income tax purposes. In assessing the realizability of deferred tax assets, Management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. With the exception of net operating losses generated in New Jersey which can be surrendered for 80% of their value, due to the uncertainty of the Company’s ability to realize the benefit of the deferred tax asset, the remainder of our deferred tax assets are fully offset by a valuation allowance at December 31, 2025, and 2024. F- 28 The components of the net deferred tax assets and liabilities as of December 31, 2025, and 2024, consist of the following: Schedule of Components of Net Deferred Tax Assets and Liabilities 2025 2024 (in thousands) Deferred tax assets: December 31, 2025 2024 Net operating losses $ 34,197 $ 29,001 Research and Development costs 3,463 3,914 Stock Compensation 1,359 1,515 R&D credits 2,763 2,829 Other 70 41 Amortization & Depreciation 4,988 5,575 Right of use asset 12 4 Total deferred tax assets 46,852 42,879 Less: Valuation allowance ( 46,852 ) ( 42,879 ) Deferred tax assets, net $ — $ — Deferred tax assets are included within other assets in the accompanying Consolidated Balance Sheets. The benefits of deferred tax assets are included within the gain from sale of income tax operating losses in the accompanying Consolidated Statements of Operations and Comprehensive Loss. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This standard expands disclosures related to income taxes specifically for the rate reconciliation and information on income taxes paid. We adopted this standard prospectively effective January 1, 2025. The adoption of ASU 2023-09 did not result in any material changes to the consolidated financial statements or income tax disclosures. Reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate is as follows (in thousands): Schedule of Effective Tax Rate and Statutory Tax Rate Pre Tax Book Loss $ ( 13,958 ) Federal Rate ( 2,931 ) 21.0 % State Taxes net of federal tax benefit ( 1,065 ) 7.63 % Tax Credits ( 481 ) 3.45 % Change in Valuation Allowances 3,973 - 28.46 % Nontaxable or Nondeductible Items Change in FV of Warrants 77 - 0.55 % Nondeductible executive compensation under 162(m) 126 - 0.90 % Meals and Entertainment 1 - 0.01 % Mark to Market adjustment ( 21 ) 0.15 % Other Adjustments Federal Provision to Return 187 - 1.34 % State Rate Change ( 5 ) 0.04 % Stock Option Forfeitures 156 - 1.12 % Other ( 17 ) 0.12 % Total $ — - 0.00 % F- 29 The Company files tax returns in the U.S., Florida and New Jersey. As of December 31, 2025, tax years for 2024, 2023, and 2022 are still subject to examination by the tax authorities. The Company is no longer subject to U.S. federal or state examinations by tax authorities for years before 2022. (13) Certain Relationships and Related Transactions The Company has an employment agreement with its NEOs and has granted its NEOs and directors options to purchase its common stock. Please see details of these Employment Agreements in Note 10 Employment/Consulting Agreements. (14) Concentrations of Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash, cash equivalents and investments. The Company places its cash with high-quality financial institutions and, at times, such amounts in non-interest-bearing accounts may be in excess of Federal Deposit Insurance Corporation insurance limits. There were no credit-based sales for 2025 and 2024. There are a limited number of suppliers in the United States and abroad available to provide the raw and packaging materials/reagents for use in manufacturing Ampligen and Alferon N Injection. At present, the Company does not have any agreements with third parties for the supply of any of these materials or it is relying on a limited source of reagent suppliers necessary for the manufacture of Alferon N Injection. Jubilant HollisterStier LLC has manufactured batches of Ampligen for AIM pursuant to purchase orders. The Company anticipates that additional orders will be placed upon approved quotes and purchase orders provided by AIM to Jubilant. On December 22, 2020, it added Pharmaceutics International Inc. (“Pii”) as a “Fill & Finish” provider to enhance the Company’s capacity to produce the drug Ampligen. This addition amplifies the Company’s manufacturing capability by providing redundancy and cost savings. The contracts augment the Company’s existing fill and finish capacity. If the Company is unable to place adequate acceptable purchase orders with Jubilant or Pii in the future at acceptable prices upon acceptable terms, it will need to find another manufacturer. The costs and availability of products and materials the Company would need for the production of Ampligen are subject to fluctuation depending on a variety of factors beyond the Company’s control, including competitive factors, changes in technology, ownership of intellectual property, FDA and other governmental regulations. There can be no assurance that the Company will be able to obtain such products and materials on terms acceptable to it or at all. Currently, the Alferon N Injection manufacturing process is on hold and there is no definitive timetable to restart production. If the Company is unable to acquire FDA approvals related to the manufacturing process and/or final product of new Alferon N Injection inventory or contract with a CMO, its operations most likely will be materially and/or adversely affected. In light of these contingencies, there can be no assurances that the approved Alferon N Injection product will be returned to production on a timely basis, if at all, or that if and when it is again made commercially available, it will return to prior sales levels. (15) Fair Value The Company complies with the provisions of FASB ASC 820 “Fair Value Measurements” for its financial and non-financial assets and liabilities. ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. The fair values of cash and cash equivalents, other assets, accounts payable and accrued expenses approximate their carrying values due to the short-term maturities of these items and are considered a Level 1 instrument of the fair value measurements standard. The Company also has certain warrants with a cash settlement feature in the occurrence of a Fundamental Transaction. The fair value of the Class A and Class B warrants (“June 2024 Warrants”) related to the Company’s June 2024 common stock and warrant issuance, are calculated using a Black-Scholes-Merton pricing model. The fair value of the Class C and Class D warrants (“October 2024 Warrants”) related to the Company’s October 2024 common stock and warrant issuance, are calculated using a Black-Scholes-Merton pricing model. The fair value of the Class E and Class F warrants (“August 2025 Warrants”) related to the Company’s August 2025 common stock and warrant issuance, are calculated using a Black-Scholes-Merton pricing model. The Company also had certain redeemable warrants in the Rights Offering with a cash settlement feature in the occurrence of a Fundamental Transaction. No Fundamental Transaction occurred. In March 2024, 2,050 of these warrants converted on a cashless basis and the remaining 58,300 expired. The Company estimated the fair value of the June 2024 Warrants, October 2024 Warrants and August 2025 Warrants using the Black-Scholes-Merton pricing model, which uses multiple inputs including the Company’s stock price, the exercise price of the warrant, volatility of the Company’s stock price, the risk-free interest rate and the expected term of the warrants. F- 30 The Company utilized the following assumptions to estimate the fair value of the Class A Warrants: Schedule of Assumptions to Estimate Fair Value of Warrants June 30, 2024 Underlying price per share $ 35.00 Exercise price per share $ 36.30 Risk-free interest rate 4.42 % Expected holding period 5.5 years Expected volatility 110 % Expected dividend yield — Warrants measurement input — The Company utilized the following assumptions to estimate the fair value of the Class B Warrants: June 30, 2024 Underlying price per share $ 35.00 Exercise price per share $ 36.30 Risk-free interest rate 4.82 % Expected holding period 2 years Expected volatility 89 % Expected dividend yield — Warrants measurement input — The Company utilized the following assumptions to estimate the fair value of the Class C Warrants: October 1, 2025 Underlying price per share $ 26.00 Exercise price per share $ 28.00 Risk-free interest rate 3.6 % Expected holding period 2 years Expected volatility 82 % Expected dividend yield — Warrants measurement input — The Company utilized the following assumptions to estimate the fair value of the Class D Warrants: October 1, 2025 Underlying price per share $ 26.00 Exercise price per share $ 28.00 Risk-free interest rate 3.5 % Expected holding period 5.5 years Expected volatility 91 % Expected dividend yield — Warrant measurement input — F- 31 The Company utilized the following assumptions to estimate the fair value of the Class E Warrants: July 30, 2025 December 31, 2025 Underlying price per share $ 3.05 $ 1.13 Exercise price per share $ 4.00 $ 1.44 Risk-free interest rate 4.0 % 3.7 % Expected holding period 5 years 4.58 years Expected volatility 101 % 106 % Expected dividend yield — — The Company utilized the following assumptions to estimate the fair value of the Class F Warrants: July 30, 2025 December 31, 2025 Underlying price per share $ 3.05 $ 1.13 Exercise price per share $ 4.00 $ 1.44 Risk-free interest rate 4.0 % 3.5 % Expected holding period 1.51 years 1.09 years Expected volatility 142 % 168 % Expected dividend yield — — Warrant measurement input — — The significant assumptions using the Black-Scholes-Merton pricing model approach for valuation of the Warrants are: (i) Risk-Free Interest Rate . The risk-free interest rates for the Warrants are based on U.S. Treasury constant maturities for periods commensurate with the remaining expected holding periods of the warrants. (ii) Expected Holding Period . The expected holding period represents the period of time that the Warrants are expected to be outstanding until they are exercised. The Company utilizes the remaining contractual term of the Warrants at each valuation date as the expected holding period. (iii) Expected Volatility . Expected stock volatility is based on daily observations of the Company’s historical stock values for a period commensurate with the remaining expected holding period on the last day of the period for which the computation is made. (iv) Expected Dividend Yield . The expected dividend yield is based on the Company’s anticipated dividend payments over the remaining expected holding period. As the Company has never issued dividends, the expected dividend yield is 0 % and this assumption will be continued in future calculations unless the Company changes its dividend policy. (v) Expected Probability of a Fundamental Transaction. Put rights arise if a Fundamental Transaction 1) is an all cash transaction; (2) results in the Company going private; or (3) is a transaction involving a person or entity not traded on a national securities exchange. The Company believes such an occurrence is unlikely because: 1. The Company only has one product that is FDA approved but is currently not available for commercial sales. 2. The Company will have to perform additional clinical trials for FDA approval of its flagship product. 3. Industry and market conditions continue to include uncertainty, adding risk to any transaction. 4. The nature of a life sciences company is heavily dependent on future funding and high fixed costs, including Research & Development. 5. The Company has minimal revenues streams which are insufficient to meet the funding needs for the cost of operations or construction at their manufacturing facility; and 6. The Company’s Rights Agreement and Executive Agreements make it less attractive to a potential buyer. F- 32 With the above factors utilized in analysis of the likelihood of the Put’s potential Liability, the Company estimated the range of probabilities related to a Put right being triggered as: Schedule of Range of Probabilities Range of Probability Probability Low 0.5 % Medium 1.0 % High 5.0 % The Black-Scholes-Merton pricing model has incorporated a 5.0 % probability of a Fundamental Transaction to date for the life of the securities. (vi) Expected Timing of Announcement of a Fundamental Transaction. As the Company has no specific expectation of a Fundamental Transaction, for reasons elucidated above, the Company utilized a discrete uniform probability distribution over the Expected Holding Period to model in the potential announcement of a Fundamental Transaction occurring during the Expected Holding Period. (vii) Expected 100 Day Volatility at Announcement of a Fundamental Transaction . An estimate of future volatility is necessary as there is no mechanism for directly measuring future stock price movements. Daily observations of the Company’s historical stock values for the 100 days immediately prior to the Warrants’ grant dates, with a floor of 100 %, were utilized as a proxy for future volatility estimates. (viii) Expected Risk-Free Interest Rate at Announcement of a Fundamental Transaction . The Company utilized a risk-free interest rate corresponding to the forward U.S. Treasury rate for the period equal to the time between the date forecast for the public announcement of a Fundamental Transaction and the Warrant expiration date for each simulation. (ix) Expected Time Between Announcement and Consummation of a Fundamental Transaction. The expected time between the announcement and the consummation of a Fundamental Transaction is based on the Company’s experience with the due diligence process performed by acquirers and is estimated to be six months. The Black-Scholes-Merton pricing model approach incorporates this additional period to reflect the delay Warrant Holders would experience in receiving the proceeds of the Put. While the assumptions remain consistent from period to period (e.g., utilizing historical stock prices), the actual historical prices input for the relevant period input change. The Company accounts for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. AIM categorizes each of its fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are: 1. Level 1 – Quoted prices are available in active markets for identical assets or liabilities at the reporting date. Generally, this includes debt and equity securities that are traded in an active market. 2. Level 2 – Observable inputs other than Level 1 prices such as quote prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Generally, this includes debt and equity securities that are not traded in an active market. 3. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. As of December 31, 2025, the Company has classified the warrants with cash settlement features as Level 3. Management evaluates a variety of inputs and then estimates fair value based on those inputs. As discussed above, the Company utilized the Black-Scholes-Merton pricing model in valuing the warrants. F- 33 The table below presents the balances of assets and liabilities measured at fair value on a recurring basis by level within the hierarchy as (in thousands): Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis As of December 31, 2025 Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 931 $ 931 $ — $ — Marketable securities $ 62 $ 62 $ — $ — Liabilities: Warrant liability $ 8,244 $ — $ — $ 8,244 As of December 31, 2024 Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 51 $ 51 $ — $ — Marketable securities $ 2,276 $ 2,276 $ — $ — (16) Segment and Related Information The Company follows ASC 280, Segment Reporting, which establishes standards for the way public enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in financial statements issued to shareholders. The Company’s Chief Operating Decision Maker (“CODM”), its CEO, assesses performance and allocates resources based on company-wide financial information. The Company has determined that it operates in a single reportable segment and the strategic purpose of all operating activities is to support that one segment. The CODM does not generally evaluate the Company’s performance using asset or historical cash flow information. The measure of performance used by the CODM to evaluate the Company’s performance is consolidated net loss. Since the Company operates in one operating segment, which performs research and development activities related to Ampligen and other drugs under development, all required financial segment information can be found in the financial statements. Significant expenses that are used to evaluate performance are each separately presented in the statements of income. The Company does not distinguish between markets or segments for the purpose of internal reporting. F- 34 The Company’s revenues for the two-year period ended December 31, 2025, were earned in the United States. All assets are maintained in the United States of America. (17) Subsequent Events On December 30, 2025, we declared a stock dividend of one share of common stock for every 1,000 shares of outstanding common stock as well as one share of common stock for every outstanding option or warrant that has a right to receive stock dividends (“Alternate Securities”) . On January 20, 2026, the dividend was issued to stockholders and Alternate Securities holders of record at the close of business on January 9, 2026. Resulting fractional shares were rounded down and any resulting fractional shares remaining after the foregoing rounding down were distributed in cash to each stockholder and Alternate Securities holder who would otherwise have been entitled to receive such fractional shares, based on a share price of $ 1.305 . On January 13, 2026, the Company distributed a dividend of one share of its common stock for every 1,000 shares of common stock issued and outstanding as of January 9, 2026 as well as one share of common stock for every outstanding option or warrant that has a right to receive stock dividends (the “Dividend”). As a result, the number of outstanding warrants of Class E Common Stock Purchase Warrants increased to 5,561,119 and the exercise price reduced to 1.439 and class F Common Stock Purchase Warrants increased to 5,561,118 and the exercise price was reduced to $ 1.439 per share of common stock as of January 13, 2026. After December 31,2025, 482,500 Class E warrants and 800,508 Class F warrants were exercised. Due to the Share Combination Event trigger of the Class E & F Common Stock Purchase Warrants, the accounting treatment as a liability instrument associated with the warrants will be re-evaluated as to its classification, during the first quarter of 2026. On January 20, 2026 a Notice of Change and Modifications of Class E Common Stock Purchase Warrants and a January 20, 2026 Notice of Change and Modifications of Class F Common Stock Purchase Warrants were sent to the holders of these warrants. On March 6, 2026, the Company completed a rights offering (the “2026 Rights Offering”) to its stockholders and to holders of certain of its outstanding options and warrants that had the right to participate in the 2026 Rights Offering, both as of February 10, 2026, the record date. In the Rights Offering the Company issued non-transferable subscription rights to purchase 1,842 Units. Each Unit consists of one share of Series G Convertible Preferred Stock (the “G Preferred”) and 2,000 warrants to purchase common stock (the “G Warrants”). Each share of G Preferred is convertible, at the option of the holder at any time, into a number of shares of common stock equal to the quotient of the stated value of the Preferred Stock ($ 1,000 ) divided by $ 1.00 , the conversion price. Each G Warrant is exercisable for one share of common stock at an exercise price of $ 1.00 per share from March 6, 2026, the date of issuance, through its expiration five years from the date of issuance. Maxim Group LLC acted as the Company’s dealer-manager. Although the 2026 Rights Offering closed after fiscal year end December 31, 2025, it raised approximately $ 1,800,000 in gross proceeds. As of March 25, 2026, 1,088 shares of the G Preferred have been converted for 1,088,000 shares of common stock, and 310,000 G Warrants have been exercised for 310,000 shares of common stock. In addition, 482,500 Class E Warrants were exercised for 482,500 shares of common stock and 800,508 Class F Warrants were exercised for 800,508 shares of common stock. 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