What changed in this filing

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Item 1. Financial Statements

2026-05-15 compared with 2025-11-17 · 927 added, 827 removed, 263 unchanged (87% of the section changed)

4 unchanged sentences

thousands, except for share and per share amounts)

September 30, 2025 and Audited December 31, 2024)

March 31, 2026 and Audited December 31, 2025)

Current assets:

Cash and cash

Marketable securities

and cash equivalents

expenses and other current assets

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Right of use asset, net

Patent and trademark rights, net

LIABILITIES AND STOCKHOLDERS’

Patent and trademark rights,

AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

Accounts payable

Accrued expenses

Current portion of operating

lease liability

portion of operating lease liability

portion of note payable, net

1 unchanged sentence

Long-term liabilities:

Operating lease liability

Warrant liability

Commitments and contingencies (Note 10 and 11)

Stockholders’ deficit:

lease liability

and contingencies (Note 10)

Stockholders’

equity (deficit):

Series A Junior Participating

Preferred Stock, $ 0.001 par value, 4,000,000 and 250,000 shares authorized as of September 30, 2025, and December 31, 2024, respectively;

issued and outstanding – none

Series B Convertible

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

as of September 30, 2025, and December 31, 2024, respectively;

Preferred Stock, $ 0.001 par value, 4,000,000 and 250,000 shares authorized as of March 31, 2026, and December 31, 2025, respectively;

issued and outstanding – none

Preferred Stock, Value

Common Stock, $ 0.001 par value, authorized

shares - 350,000,000 ;

issued and outstanding shares 2,764,188 and 655,263 as of September 30, 2025 and December 31, 2024, respectively

Series B Convertible Preferred

Stock, stated value $ 1,000 per share, 10,000 shares authorized;

as of March 31, 2026, and December 31, 2025, respectively;

and outstanding – none

G Convertible Preferred Stock, par value $ 0.01 per share, with a stated value $ 1,000

per share, 12,000

shares authorized:

issued and outstanding as of March 31, 2026, and December 31, 2025, respectively

Common Stock, $ 0.001 par value, authorized shares -

350,000,000 ;

issued and outstanding shares 8,223,782 and 3,069,875 as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

Accumulated deficit

stockholders’ equity

liabilities and stockholders’ equity

accompanying notes to consolidated financial statements.

stockholders’ equity (deficit)

liabilities and stockholders’ equity (deficit)

accompanying notes to condensed consolidated financial statements.

IMMUNOTECH INC.

AND SUBSIDIARIES

Statements of Comprehensive Loss

Consolidated Statements of Operations

thousands, except share and per share data)

months ended September 30,

months ended March 31,

treatment programs – US

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Costs and Expenses:

Production costs

Research and development

and development

and administrative

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Operating loss

Gain (loss) on investments

Interest and other income

Interest expense and other

finance costs

Issuance Cost

(Loss) gain on investments

and other income

expense and other finance costs

on change in fair value of warrant liability

Loss on issuance of warrants

Change in fair value of warrants

Basic and diluted loss per share

Basic and diluted loss per

Weighted average shares outstanding basic and diluted

accompanying notes to consolidated financial statements.

accompanying notes to condensed consolidated financial statements.

IMMUNOTECH INC.

AND SUBSIDIARIES

Statements of Changes in Stockholders’ Equity

the Nine Months Ended September 30, 2025 and 2024

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

thousands except share data)

Preferred Shares

Comprehensive

Income (Loss)

Stockholders’

Balance December 31, 2024

$ ( 426,828 )

Common stock issuance, net of costs

Equity-based compensation

Debt repayment

Net comprehensive loss

Balance March 31, 2025

$ ( 430,533 )

Common stock issuance, net of costs

Adjustment for fractional shares

Net comprehensive loss

Balance June 30, 2025

December 31, 2025

$ ( 440,786 )

Common stock and warrant issuance, net of costs

Net comprehensive loss

Balance September 30, 2025

Stock issuance, net of costs

Rights Offering

G Preferred Stock conversion to Common Stock

of Warrants E & F

of Debt with shares

comprehensive loss

March 31, 2026

$ ( 443,809 )

Preferred Shares

Comprehensive

Income (Loss)

Stockholders’

Balance December 31, 2023

$ ( 409,508 )

Common stock issuance, net of costs

Cashless exercise of warrants

Equity-based compensation

Committed shares

Net comprehensive loss

Balance March 31, 2024

$ ( 415,325 )

Common stock issuance, net of costs

Issuance of warrants

Equity-based compensation

Series B preferred shares converted to common

Net Comprehensive loss

Balance June 30, 2024

December 31, 2024

$ ( 426,828 )

Common stock issuance, net of costs

Equity-based compensation

Net Comprehensive loss

Balance September 30, 2024

Stock issuance, net of costs

based compensation

of Debt with shares

comprehensive loss

March 31, 2025

$ ( 430,533 )

accompanying notes to consolidated financial statements.

accompanying notes to condensed consolidated financial statements.

IMMUNOTECH INC.

AND SUBSIDIARIES

Statements of Cash Flows

the Nine Months Ended September 30, 2025 and 2024

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash

used in operating activities:

Depreciation of property

and equipment

Abandonment and expiration

of patents and trademark rights

Amortization of patent,

trademark rights

Non-cash lease expense

Equity-based compensation

Gain on sale of marketable

Amortization of financial

Gain on fair value of warrants

Loss on issuance of warrants

Non-cash gain on settlement of liability

Change in assets and liabilities:

Funds receivable from New

Jersey net operating loss

Prepaid expenses and other

current assets

Lease liability

Accounts payable

Consolidated Statements of Cash Flows

the Three Months Ended March 31, 2026 and 2025

flows from operating activities:

to reconcile net loss to net cash used in operating activities:

of property and equipment

and expiration of patents and trademark rights

of patent, trademark rights

of debt discount and other expenses

lease expense

Loss (gain) on sale of marketable investments

in fair value of warrants

Loss of issuance of warrants

in assets and liabilities:

expenses and other current assets and other non-current assets

cash used in operating activities

Cash flows from investing

Proceeds from sale of marketable

Purchase of marketable

Purchase of property and

flows from investing activities:

from sale of marketable investments

of marketable investments

abandonment of patent and trademark rights

cash provided by investing activities

Cash flows from financing activities:

Proceeds from issuance

of common stock and warrants

Proceeds from sale of stock,

net of issuance costs

Proceeds from note payable,

net of issuance costs

Repayment of debt with cash

Proceeds from equity line of credit

Net cash provided

by financing activities

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents

at beginning of period

Cash and cash equivalents

at end of period

Supplemental disclosures

of non-cash investing and financing cash flow information:

lease-Right of Use Assets

gain on marketable securities

Repayment of debt obligation with shares

accompanying notes to consolidated financial statements.

Net cash (used in) provided by investing activities

flows from financing activities:

from issuance of common stock, net of issuance costs

from warrant exercise

of debt obligation

from Rights Offering

cash provided by financing activities

increase (decrease) in cash and cash equivalents

and cash equivalents at beginning of period

and cash equivalents at end of period

disclosures of non-cash investing and financing cash flow information:

gain (loss) on marketable investments

of debt obligation with shares

accompanying notes to condensed consolidated financial statements.

IMMUNOTECH INC.

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ImmunoTech Inc.

and its subsidiaries (collectively, “AIM” or the “Company” is an immuno-pharma company headquartered

in Ocala, Florida, and focused on the research and development of therapeutics to treat multiple types of cancers, viral diseases and

immune-deficiency disorders and to treat cancers for which there are currently inadequate or unmet therapies.

It 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.

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

Ampligen is a double-stranded RNA (“dsRNA”)

molecule being developed for globally important cancers, viral diseases and disorders of the immune system.

Ampligen has not been approved

by the FDA or marketed in the United States but is approved for commercial sale in the Argentine Republic for the treatment of severe

Chronic Fatigue Syndrome (“CFS”).

Company is currently proceeding primarily in five areas:

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

AIM’s products are Ampligen (rintatolimod) and Alferon N Injection (Interferon alfa).

is a double-stranded RNA (“dsRNA”) molecule being developed for the treatment of late-stage pancreatic cancer, in addition

to other 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 it is approved for commercial sale in the Argentine Republic for the treatment of severe Chronic Fatigue

Syndrome (“CFS”).

Company’s research and development of Ampligen has included a variety of diseases and health matters:

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

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as an intranasal vaccine for influenza, including avian influenza.

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

cancer, having priority over other experimentation.

The Company intends that priority clinical work be conducted in trials authorized

by the FDA or European Medicines Agency (“EMA”), which trials support a potential future New Drug Application (“NDA”).

is a wide-spectrum therapeutic that has shown positive safety and efficacy in clinical trials of many different solid tumor types.

based specifically 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 this path will potentially lead to the most lucrative outcome.

Pancreatic cancer will kill an estimated 100,000 people in the American and European Union markets — and more

than 450,000 people worldwide — in 2026 alone.

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

We believe we are well positioned to serve this market with our intellectual property program which includes 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.

is an area of biotech which includes multibillion-dollar mergers and acquisitions – large-market Phase 3 oncology clinical

trials with positive data are a focus for acquisition.

AIM strongly believes that such a Phase 3 study will be possible following

the ongoing Phase 2 clinical study evaluating Ampligen in combination with AstraZeneca’s anti-PD-L1 immune checkpoint

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

standard of care (the “DURIPANC” study).

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

single-center study expected to enroll up to 25 subjects in the Phase 2 portion, with final enrollment expected in Summer 2026.

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.

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 enrollment is ongoing.

As of March 31, 2026, 24 patients have been treated in

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.

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

is a global leader in scientific progress.

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

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and do not contain certain information which will be included in the Company’s annual consolidated financial statements and notes

consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the years

ended December 31, 2024, and 2023, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024,

filed on March 27, 2025.

consolidated financial statements contained herein should be read in conjunction with the Company’s audited consolidated financial

statements for the years ended December 31, 2025, and 2024, contained in the Company’s Annual Report on Form 10-K for the year

ended December 31, 2025, filed on March 27, 2026.

preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires

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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.

and trademark valuations, equity-based compensation calculations, fair value of warrants, and contingency accruals.

and Going Concern

accompanying unaudited condensed 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.

accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going

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

financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal

course of business.

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

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within one year after the date that the financial statements are issued.

Company’s principal source of liquidity is its cash and cash equivalents, marketable securities, and proceeds from financing activities

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

The Company incurred losses from operations and net cash

used on operating activities for the year ended December 31, 2024 and for the nine months ended September 30, 2025, and has a working

capital deficit as of December 31, 2024 and as of September 30, 2025.

Additionally, its stockholders’ equity was below the minimum

requirements for continued listing on the New York Stock Exchange American (“the Exchange”).

These factors raise substantial

doubt regarding the Company’s ability to continue as a going concern for a period of at least one year from the date of issuance

of these unaudited condensed consolidated financial statements.

Management evaluated the conditions and the significance in relation

to the Company’s ability to meet its obligations and noted that all outstanding debt is current as of September 30, 2025.

Company is unable to implement sufficient mitigation efforts, it may need to limit its business activities or be unable to continue as

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

During the third quarter of 2025,

an agreement was reached with a vendor surrounding legal fees.

The agreement provided that $ 3,041,000 of previously billed fees would

be forgiven in exchange for payments totaling $ 1,875,000 .

The reduction was included as “other income” and accounts payable

December 11, 2024, the Company received an official notice of noncompliance with the Exchange’s continued listing requirements.

This includes the need for the Company to have stockholders’ equity of $ 6,000,000

The Exchange’s review showed that the Company

was not in compliance with that requirement.

As required, the Company submitted a plan (the “Plan”) to the Exchange illustrating

how it can regain compliance by June 11, 2026.

The Exchange accepted the Plan on February 26, 2025.

If the Company is not able to regain

compliance by June 11, 2026, its common stock may be delisted from the Exchange.

As of September 30, 2025, its stockholders’ deficit

was approximately ($ 6,077,000 ).

It must increase its stockholders’ equity to be at least $ 6,000,000 to regain compliance with this rule.

If it is not able to raise

sufficient capital as set forth in the Plan or by other means, it may be unable to regain compliance with the Exchange’s listing

standards and its securities could be subject to delisting.

In addition, in the event that the price of the common stock drops to $ 0.10

per share, trading in the common stock will automatically be

suspended and the common stock would be subject to delisting.

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 for operating activities for the three months ended March 31, 2026, and has a limited current working

capital as of March 31, 2026.

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.

December 11, 2024, the Company received an official notice of noncompliance with the NYSE American’s continued listing requirements.

This includes the need for the Company to have stockholders’ equity of $ 6 million or more.

The NYSE American’s review showed that

the Company was not in compliance with that requirement.

As required, the Company submitted a plan (the “Plan”) to the NYSE American

illustrating how it can regain compliance by June 11, 2026.

The NYSE American accepted the Plan on February 26, 2025, and the Company has

submitted quarterly updates to the NYSE American since that time.

If the Company is not able to regain compliance by June 11, 2026, its common

stock may be delisted from the NYSE American.

As of March 31, 2026, its stockholders’ equity was $ 2.1 million.

It must increase its

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

If it is not able to raise sufficient capital

as set forth in the Plan or by other means, it may be unable to regain compliance with the NYSE American’s listing standards, and its

securities could be subject to delisting.

In addition, in the event that the price of the common stock drops to $ 0.10 per share, trading

in the common stock will automatically be suspended and the common stock would be subject to delisting.

The price dropped below $ 0.10

and on April 4, 2025, the Company received a delisting letter

from the Exchange and trading in its common stock on the Exchange was suspended.

On April 30, 2025, the Company

held a special meeting of stockholders and authorized the Company’s Board of Directors to effect a reverse split at its discretion

on a basis of up to one for 100 outstanding shares of Common Stock.

On May 29, 2025, the Board authorized the Reverse Split and on June

10, 2025, the Company filed an amendment to its Articles of Incorporation effecting a reverse split of its outstanding shares of Common

Stock on a one for 100 basis (the “Reverse Split”).

Stockholders were given cash in lieu of any fractional shares on a post-split

On June 11, 2025,

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

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

and on April 4, 2025, the Company received a delisting letter from the NYSE American and trading in its common stock on the NYSE American was suspended.

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

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

On May 29, 2025, the Board authorized

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

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

Stockholders were given cash in lieu

of any fractional shares on a post-split basis.

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

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

the third quarter of 2025, an agreement was reached with a vendor surrounding legal fees.

The agreement provided that $ 3 million of previously

billed fees would be forgiven in exchange for payments totaling $ 1.9 million.

The reduction was included as “other income”

and accounts payable was reduced.

E and Class F Warrant Reclassification

January 20, 2026, we distributed a stock dividend of one share of our common stock for every 1,000 shares of common stock issued and

outstanding as of January 9, 2026, as well as one share of common stock for every 1,000 outstanding options or 1,000 warrants that has

a right to receive stock dividends.

The distribution was effected on January 20, 2026.

This resulted in a reset of the terms of our Class

E and Class F Warrants.

Per the reset, the exercise price of these warrants dropped to $ 1.439 , additional warrants were issued and a

provision in these warrants that resulted in the classification of these warrants as a liability rather than equity was nullified.

resulted in a $ 8.7 million increase in stockholders’ equity.

Company’s management has disclosed its mitigating plans in its recent filing with the NYSE.

These plans primarily consist of raising

capital through issuance of securities and exercises of existing warrants.

Recent Accounting Pronouncements

The Company has implemented

all new accounting pronouncements that are in effect.

These pronouncements did not have any material impact on the financial statements

unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued

that might have a material impact on its financial position or results of operations.

Accounting pronouncements issued by the FASB since

filing the Annual Report on Form 10-K for the year ended December 31, 2024 did not or are not believed by management to have a material

impact on the Company’s present or future financial statements.

Company has implemented all new accounting pronouncements that are in effect.

These pronouncements did not have any material impact on

the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements

that have been issued that might have a material impact on its financial position or results of operations.

ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense

Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses” is applicable to AIM beginning for the

quarter ending March 31, 2027 and will require additional disclosures for certain income statement line items.

The Company is still evaluating

the impact of this update.

Accounting pronouncements

issued by the FASB since filing the Annual Report on Form 10-K for the year ended December 31, 2025 did not or are not believed by management

to have a material impact on the Company’s present or future financial statements.

Cash and Cash Equivalents

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maturity of three months or less to be cash equivalents.

At various times throughout the nine months ended September 30, 2025, some accounts

held at financial institutions were in excess of the federally insured limit of $ 250,000 .

At various times throughout the three months ended March 31, 2026, some accounts

held at financial institutions were in excess of the federally insured limit of $ 250 thousand.

The Company has not experienced any losses

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securities consist of mutual funds.

At September 30, 2025 and December 31, 2024, it was determined that none of the marketable securities

At March 31, 2026 and December 31, 2025, it was determined that none of the marketable securities

had an other-than-temporary impairment.

At September 30, 2025, and December 31, 2024, all securities were measured as Level 1 instruments

At March 31, 2026 and December 31, 2025, all securities were measured as Level 1 instruments

of the fair value measurements standard (See Note 16:

At September 30, 2025, and December 31, 2024, the Company held $ 62,000

and $ 2,276,000 respectively, in mutual funds.

Funds classified as available for sale consisted of $ 62,000

at September 30, 2025.

The net losses recognized for the three-month

period ended September 30, 2025 on equity securities was ($ 1,000 ) .

The net gains recognized for the three-month period ended September

30, 2025 on equity securities sold during the period were $ 11,000 .

The unrealized losses recognized for the three-month period ended

September 30, 2025 on equity securities still held was ($ 12,000 ) .

The net gain recognized for the nine-month period ended September 30,

2025, on equity securities was $ 17,000 .

The net losses recognized for the nine-month period ended September 30, 2025, on equity securities

sold during the period were ($ 56,000 ) .

The unrealized gains recognized for the nine-month period ended September 30, 2025, on equity

securities still held was $ 73,000 .

Funds classified as available for sale consisted of $ 2,276,000

at December 31, 2024.

The net gain recognized for the three-month

period ended September 30, 2024 on equity securities was $ 273,000 .

The net losses recognized for the three-month period ended September

30, 2024 on equity securities sold during the period were ($ 59,000 ) .

At March 31, 2026, and December 31, 2025 the Company held $ 63 thousand

and $ 62 thousand, respectively, in mutual funds.

Funds classified as available for sale consisted of $ 63 thousand at March 31, 2026.

There was no realized gain or loss recognized for

the three-month period ended March 31, 2026 on equity securities.

The unrealized loss recognized for the three-month period ended March

31, 2026 on equity securities still held was $ 1 thousand.

The net loss recognized for the three-month period ended March 31, 2026 on

equity securities was $ 1 thousand.

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

The realized loss recognized for the three-month

period ended March 31, 2025 on equity securities was ($ 69 thousand).

The unrealized gains recognized for the three-month period ended

September 30, 2024 on equity securities still held was $ 332,000 .

The net gain recognized for the nine-month period ended September 30,

2024 on equity securities was $ 95,000 .

The net losses recognized for the nine-month period ended September 30, 2024 on equity securities

sold during the period were ($ 277,000 ) .

The unrealized gains recognized for the nine-month period ended September 30, 2024 on equity

securities still held was $ 373,000 .

Fair Value Measurements

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.

fair values of cash and cash equivalents, other assets, accounts payable and accrued expenses approximate their carrying values due to

the short-term maturities of these items and are considered a Level 1 instrument of the fair value measurements standard.

also has certain warrants with a cash settlement feature in the occurrence of a Fundamental Transaction.

The fair value of the Class

A and Class B warrants (“June 2024 Warrants”) related to the Company’s June 2024 common stock and warrant issuance,

are calculated using a Black-Scholes 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 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 model.

Company also had certain redeemable warrants in the Rights Offering with a cash settlement feature in the occurrence of a Fundamental

No Fundamental Transaction occurred.

In March 2024, 2,050 of these warrants converted on a cashless basis and the remaining

58,300 expired.

Company estimated the fair value of the June 2024 Warrants, October 2024 Warrants and August 2025 Warrants using the Black-Scholes 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.

Company utilized the following assumptions to estimate the fair value of the Class A Warrants:

Schedule of Assumptions to Estimate Fair Value of Warrants

Underlying price per share

Exercise price per share

Risk-free interest rate

Expected holding period

Expected volatility

Expected dividend yield

Warrants measurement input

Company utilized the following assumptions to estimate the fair value of the Class B Warrants:

Underlying price per share

Exercise price per share

Risk-free interest rate

Expected holding period

Expected volatility

Expected dividend yield

Warrants measurement input

Company utilized the following assumptions to estimate the fair value of the Class C Warrants:

Underlying price per share

Exercise price per share

Risk-free interest rate

Expected holding period

Expected volatility

Expected dividend yield

Warrants measurement input

Company utilized the following assumptions to estimate the fair value of the Class D Warrants:

Underlying price per share

Exercise price per share

Risk-free interest rate

Expected holding period

Expected volatility

Expected dividend yield

Warrant measurement input

Company utilized the following assumptions to estimate the fair value of the Class E Warrants:

September 30,

Underlying price per share

Exercise price per share

Risk-free interest rate

Expected holding period

Expected volatility

Expected dividend yield

Warrant measurement input

Company utilized the following assumptions to estimate the fair value of the Class F Warrants:

September 30,

Underlying price per share

Exercise price per share

Risk-free interest rate

Expected holding period

Expected volatility

Expected dividend yield

Warrant measurement input

significant assumptions using the Black-Scholes model approach for valuation of the Warrants are:

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.

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.

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.

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.

Expected Probability of a Fundamental Transaction.

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:

Company only has one product that is FDA approved but is currently not available for commercial

Company will have to perform additional clinical trials for FDA approval of its flagship

and market conditions continue to include uncertainty, adding risk to any transaction.

nature of a life sciences company is heavily dependent on future funding and high fixed costs,

including Research & Development.

Company has minimal revenues streams which are insufficient to meet the funding needs for

the cost of operations or construction at their manufacturing facility;

Company’s Rights Agreement and Executive Agreements make it less attractive to a potential

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.

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.

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 – 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 – Unobservable inputs that are supported by little or no market activity and that

are significant to the fair value of the assets or liabilities.

Level 3 assets and liabilities

include financial instruments whose value is determined using pricing models, discounted

cash flow methodologies, or other valuation techniques, as well as instruments for which

the determination of fair value requires significant management judgment or estimation.

of September 30, 2024, the Company has classified the warrants with cash settlement features

Management evaluates a variety of inputs and then estimates fair value based

on those inputs.

As discussed above, the Company utilized the Black-Scholes model in valuing

the warrants.

table below presents the balances of assets and liabilities measured at fair value on a recurring basis by level within the hierarchy

as (in thousands):

Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis

As of September 30, 2025

Cash equivalents

Marketable securities

As of December 31, 2024

Cash equivalents

Marketable securities

March 31, 2025 on equity securities still held was $ 96 thousand.

The net gain recognized for the three-month period ended March 31, 2025

on equity securities was $ 27 thousand.

Property and Equipment, Net

Schedule of Property and Equipment

Furniture, fixtures, and equipment

of Property and Equipment

(in thousands)

Furniture, fixtures,

and equipment

accumulated depreciation

1 unchanged sentence

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 3 three to ten years .

Depreciation expense for the nine months ending September 30, 2025 and

September 30, 2024 was $ 28,000 and $ 28,000 , respectively.

Depreciation is computed using the straight-line method over the estimated useful lives of the

respective assets, ranging from three 3 to ten

Depreciation expense for the three

months ended March 31, 2026 and 2025 was $ 9 thousand

and $ 10 thousand,

respectively.

Patents and Trademark Rights, Net

5 unchanged sentences

Carrying Value

Net amortizable patents

and trademarks rights

and trademark rights acquisitions, abandonments and amortization:

Schedule of Changes in Patents, Trademark Rights

December 31, 2024

Abandonments and expirations

September 30, 2025

amortizable patents and trademarks rights

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

of Changes in Patents, Trademark Rights

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 6 years for trademarks, respectively.

The weighted remaining average amortization period is 12 years for patents and 3

years for trademarks, respectively.

The Company expenses annuity costs related to its trademarks and patents.

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,

of patents and trademarks for each of the next five years and thereafter is as follows:

of Amortization of Patents and Trademarks

Ending December 31,

Accrued Expenses

expenses consist of the following:

Schedule of Accrued Expenses

Professional fees

Clinical trial expenses

Other expenses

Accrued expenses

Unsecured Promissory Notes

February 16, 2024, 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 $ 2,500,000

in exchange for an unsecured promissory Note with an Original Issue Discount of $ 781,000 .

The Company will pay approximately $ 3,300,000

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.

of Accrued Expenses

trial expenses

Unsecured Promissory Note

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

or the “Lender”).

The terms of the agreements are described below:

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

or the “Lender”).

Under the terms of the agreement, Streeterville paid the Company $ 2.5 million in exchange for an unsecured

promissory Note with an Original Issue Discount of $ 781 thousand.

The Company will pay $ 3.3 million consisting of the principal amount

of the Note, together with the original issue discount and $ 20 thousand of lender transaction fees, no later than February 16, 2026.

The stated interest rate of the note is 10 %.

On May 13, 2025, the Lender and the Borrower entered into

a Forbearance Agreement pursuant to which, for a 1 % fee and expenses, the Lender released the Borrower and its affiliates from all defaults

under the Agreements through the date of the Forbearance Agreement and confirmed that, as a result, no Default Interest is due.

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.

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

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

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

the quarter ended March 31, 2026, the Company entered into an agreement with the Lender to settle a portion of its outstanding loan obligation

in the amount of $ 400 thousand through the issuance of 364,084 shares of common stock rather than cash payment.

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 thousand through the issuance of 170,353 shares of common stock, rather than cash payment.

These exchanges were completed

pursuant to the terms of the loan agreement, which allows for the settlement of debt through stock issuance under certain conditions.

amendment to the Promissory Note was executed with the lender on March 10, 2026.

Pursuant to the amendment the maturity date of the Note

was extended until June 30, 2026.

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

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 thousand in exchange for an unsecured

promissory Note with an Original Issue Discount of $ 50 thousand.

The Note required the Company to pay $ 310 thousand consisting of the

principal amount of the Note, together with the original issue discount and $ 10 thousand of lender transaction fees, no later than October

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

all related obligations were fully satisfied during the three months ended September 30, 2025.

maturities for the debt as of September 30, 2025 were as follows:

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 $ 2.5 million in exchange for an unsecured

promissory Note with an Original Issue Discount of $ 781 thousand.

The Company will pay $ 3.3 million consisting of the principal amount

of the Note, together with the original issue discount and $ 20 thousand of lender transaction fees, no later than November 18, 2027.

The stated interest rate of the note is 10 %.

agreement allows the Lender to redeem up to $250 thousand per calendar month beginning in May 2026, upon providing written notice to

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

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

and charges associated with these notes are summarized below:

schedule at March 31, 2026 (in thousands)

Schedule of Long Term Debt

Long-term debt

Unamortized Original issue discount

Unamortized Financing fees

Unamortized discount and

debt issuance costs

Less current portion of long-term debt, net

Long-term debt, net

maturities for long-term debt as of March 31, 2026, were as follows (in thousands):

Schedule of Maturities of Long-Term Debt

Fiscal years ending December 31:

Interest and other charges related

to the Streeterville notes were as follows (in thousands):

Current portion of debt discount

Current portion of origination costs

schedule at December 31, 2025 (in thousands):

Long-term debt

Unamortized Original issue discount

Unamortized Financing fees

Unamortized discount and

debt issuance costs

Less current portion of long-term debt, net

Long-term debt, net

maturities for long-term debt as of December 31, 2025 were as follows (in thousands):

Fiscal years ending December 31:

Current portion of debt discount

Current portion of origination costs

and other charges related to the Streeterville notes were as follows (in thousands):

Schedule of Interest and

Other Charges

Three months ended

September 30, 2025

Nine months ended

September 30, 2025

Interest Charges:

Interest on 2024 note

Original issue discount 2024 note

Interest on 2025 note

Interest on note

Original issue discount 2025 note

Original issue discount note

Three months ended March 31, 2026

Original issue discount amortization

Total interest charges

Other Charges

Loan fee amortization 2024 note

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

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

In the nine months ended September 30, 2025, the Company entered into agreements with the Lender to settle a portion

of its outstanding loan obligation in the amount of $ 450,000

through the issuance of 20,541

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 September 30, 2025, the Company entered into agreements with the Lender to settle a portion of its outstanding loan obligation

in the amount of $ 150,000 through the issuance of 74,626 shares of common stock, rather than cash payment.

Loan fee amortization

Three months ended March 31, 2025

Original issue discount amortization

Total interest charges

Loan fee amortization

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 2024 through 2027, and requiring monthly payments ranging from less than $ 1,000 to

from 1 to 5 years, expiring at various dates during 2026 through 2027, and requiring monthly payments ranging from less than $ 1 thousand

to $ 22 thousand.

Certain leases include additional renewal options ranging from 1 to 5 years.

AIM has classified all of its leases as operating

September 30, 2025 and December 31, 2024, the balance of the right of use assets was $ 436,000 and $ 618,000 , respectively, and the corresponding

operating lease liability balance was $ 458,000 and $ 634,000 , respectively.

Right of use assets are recorded net of accumulated amortization

of $ 567,000 and $ 428,000 as of September 30, 2025 and December 31, 2024, respectively.

AIM has classified all of its leases as

operating leases.

March 31, 2026 and December 31, 2025, the balance of the right of use assets was $ 320 thousand and $ 378 thousand, respectively, and the

corresponding operating lease liability balance was $ 360 thousand and $ 420 thousand, respectively.

Right of use assets are recorded net

of accumulated amortization of $ 618 thousand and $ 560 thousand as of March 31, 2026 and December 31, 2025, respectively.

recognized rent expense associated with these leases are follows:

Schedule of AIM Recognized Rent Expense Associated with Operating Lease

September 30, 2025

September 30, 2024

Schedule of AIM

Recognized Rent Expense Associated with Operating Lease

March 31, 2026

March 31, 2025

(in thousands)

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Operating lease costs

6 unchanged sentences

Company’s leases have remaining lease terms between 6 and 17 months.

At September 30, 2025, the weighted-average remaining term

As of March 31, 2026, the weighted-average remaining term

was 16 months.

1 unchanged sentence

The Company’s weighted average incremental

borrowing rate for its leases was 10 % at September 30, 2025 and 10% at December 31, 2024.

minimum payments as of September 30, 2025, are as follows:

borrowing rate for its leases was 10 % at March 31, 2026 and December 31, 2025.

minimum payments as of March 31, 2026, are as follows:

Schedule of Operating Lease Future Payments

9 unchanged sentences

The Company expenses these research and development costs when incurred.

Company’s research and development expenses were comprised of the following (thousands):

of Research and Development Expenses

Three months ended

September 30,

Nine months ended

September 30,

For three months ended March 31,

(in thousands)

Clinical studies

2 unchanged sentences

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 nine months ended September 30, 2025.

to research and development costs for the three months ended March 31, 2026.

Clinical Research LLC

2 unchanged sentences

LLC (“Amarex”).

During the nine months ended September 30, 2025 and 2024, the Company incurred approximately $ 207,000 and

During the three months ended March 31, 2026 and 2025, the Company incurred $ 13 thousand and $ 105 thousand,

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

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.

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

Per the work order, AIM anticipates that Amarex’s management of the study

will cost approximately $ 8.4 million.

This estimate includes pass-through costs of approximately

$ 1 million 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

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

AIM anticipates that the study will cost approximately $ 6.4 million, which includes

passthrough costs of approximately $ 125 thousand, investigator costs estimated at about $ 4.4

million 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.

work order increased to $ 6.6 million 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.

subject completed the clinical trial in 2023.

The end of study close-out tasks finished in 2025.

incurred pursuant to the Amarex agreements were as follows (thousands):

Three months ended

September 30,

Nine months ended

September 30,

For the three months ended March 31,

Pancreatic Cancer

Post Covid Conditions

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.

In December 2023, Jubilant completed manufacturing of 9,042 vials of Ampligen for

clinical use.

incurred pursuant to the Jubilant agreements were as follows (thousands):

Three months ended

September 30,

Nine months ended

September 30,

Pharma Solutions

3 unchanged sentences

incurred pursuant to the Sterling Pharma agreements were as follows (thousands):

Three months ended

September 30,

Nine months ended

September 30,

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.

incurred pursuant to the Erasmus agreements were as follows (thousands):

Three months ended

September 30,

Nine months ended

September 30,

For the three months ended March 31,

Sales International

October 2023, the Company entered into a consulting agreement with Azenova, LLC whereas Azenova will provide business development services

for AIM’s Ampligen product for solid tumors for a 12-month term that is extendable upon the agreement of the parties.

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.

In October 2023, the Company entered into a consulting agreement with Azenova,

LLC where 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 subsequently amended to payments based on hourly billing only.

The agreement will end on April 30, 2028, but may be extended

upon written agreement of the parties.

incurred pursuant to the Azenova agreements were as follows (thousands):

Three months ended

September 30,

Nine months ended

September 30,

For the three months ended March 31,

September 2023, the Company entered into an agreement with Alcami Corporation to perform an extractables study for a primary packaging

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.

The agreement called for fixed costs of $ 30 thousand 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 study is now finalized.

incurred pursuant to the Alcami agreements were as follows (thousands):

Three months ended

September 30,

Nine months ended

September 30,

For the three months ended March 31,

Research and development expenses

have a defined contribution plan, entitled the AIM ImmunoTech Employees 401(k) Plan and Trust Agreement (the “401(k) Plan”).

Our full-time employees are eligible to participate in the 401(k) Plan following 61 days of employment.

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)

Participants’ contributions to the 401(k) Plan may be matched by us at a rate determined annually by the Board of Directors.

participant immediately vests in his or her deferred salary contributions as well as our safe harbor contributions.

A 6 % safe harbor

matching contribution by us was reinstated effective January 1, 2021.

For the nine months ending September 30, 2025 we made approximately

$ 87,000 in contributions, and for the year ending December 31, 2024 approximately $ 167,000 in contributions were made.

Participants’ contributions to the 401(k)

participant immediately vests in his or her deferred salary contributions as well as the Company’s safe harbor contributions.

6 % safe harbor matching contribution by us was reinstated effective January 1, 2021.

For the three months ending March 31, 2026 we made

$ 22 thousand in contributions, and for the year ending December 31, 2025 $ 111 thousand in contributions were made.

Equity-Based Compensation

3 unchanged sentences

Stock Awards.

After taking into account the 100:1 reverse stock split which was effective in June 12, 2025, a maximum of 4,632 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”).

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 15,283 shares, respectively.

As a result of the 2018 Plan Evergreen

Provisions, a maximum of 19,915 shares of common stock is reserved for potential issuance pursuant to awards under the 2018 Equity Incentive

Plan as of September 30, 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 1,189,284 options to each employee,

the officers and directors at the exercise price of $ 9.68 expiring in 10 years ( 270 options post reverse split).

During the fiscal year

ending December 31, 2019, 1,727,756 options were issued to each of these officers with an exercise price of $ 9.68 for a period of ten

years with a vesting period of one year ( 392 options post reverse split).

During the fiscal year ending December 31, 2020, 1,025,000

options were issued to each of these officers and directors with an exercise price range of $ 2.77 to $ 3.07 for a period of ten years

with a vesting period of one year ( 10,250 options post reverse split).

During the fiscal year ending December 31, 2021, 613,512 options

were issued to officers, directors and consultants with an exercise price range of $ 1.11 to $ 1.71 for a period of ten years with a vesting

period of one year ( 6,135 options post reverse split).

During the fiscal year ending December 31, 2022, 850,000 options were issued to

officers, directors and consultants with an exercise price range of $ 0.31 to $ 0.71 for a period of ten years with a vesting period of

one year ( 8,500 options post reverse split).

During the fiscal year ending December 31, 2023, 400,000 options were issued to officers

with an exercise price of $ 0.47 for a period of ten years with a vesting period of one year ( 4,000 options post reverse split).

were no options issued during the fiscal year ending December 31, 2024 or during the nine months ended September 30, 2025.

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 202,669 shares issued related to the cash conservation program

( 2,026 shares post reverse split).

During the nine months ended September 30, 2025, there were 424,225 shares issued related to the cash

conservation program ( 4,242 shares post reverse split).

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 March

Unless sooner terminated, the 2018 Equity Incentive Plan will continue in effect for a period of 10 years from its effective

During the three months ended March 31, 2026, and 2025, there were no options granted.

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, 2024, there were 14,660 shares issued as compensation totaling $ 393.4 thousand.

For the year ended December 31, 2025, there were 4,242 shares issued as compensation totaling $ 59.9 thousand.

During the three months

ended March 31, 2026, there were no shares issued related to the cash conservation program.

This compensation is included in the overall

equity-based compensation expense.

fair value of each option and equity warrant award is estimated on the date of grant using a Black-Scholes-Merton option pricing valuation

5 unchanged sentences

data to estimate expected dividend yield, expected life and forfeiture rates.

options activity during the three months ended September 30, 2025, was as follows:

options activity during the three months ended March 31, 2026, was as follows:

option activity for employees:

Schedule of Stock Option Activity

Outstanding June 30, 2025

Outstanding September 30, 2025

Vested and expected

to vest September 30, 2025

Exercisable September 30, 2025

option activity for non-employees:

Schedule of Stock Option Activity

Outstanding June 30, 2025

Outstanding September 30, 2025

Vested and expected

to vest September 30, 2025

Exercisable September 30, 2025

compensation expense was approximately $ 0 and $ 329,000 for the three months ended September 30, 2025, and 2024, resulting in an increase

in general and administrative expenses, respectively.

stock option activity during the nine months ended September 30, 2025, was as follows:

option activity for employees:

Outstanding January 1, 2026

Outstanding September 30, 2025

Vested and expected

to vest September 30, 2025

Exercisable September 30, 2025

Outstanding March 31, 2026

Vested and expected to vest March 31, 2026

Exercisable March 31, 2026

option activity for non-employees:

Schedule of Stock Option Activity

Outstanding January 1, 2026

Outstanding September 30, 2025

Vested and expected

to vest September 30, 2025

Exercisable September 30, 2025

compensation expense was approximately $ 60,000 and $ 490,000 for the nine months ended September 30, 2025, and 2024, respectively.

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 three and nine months ended September 30, 2025, stock issued as compensation totaled $ 0 and $ 60,000 ,

respectively.

For the three and nine months ended September 30, 2024, stock issued as payroll totaled $ 329,000 and $ 490,000 , respectively.

This compensation is included in the overall equity-based compensation expense.

September 30, 2025, and 2024, respectively, there was approximately $ 0 and $ 53,400 of unrecognized equity-based compensation cost related

to options granted under the Equity Incentive Plan.

Outstanding March 31, 2026

Vested and expected to vest March 31, 2026

Exercisable March 31, 2026

was no unvested stock option activity for employees and non-employees.

compensation expense was $ 0 and $ 60 thousand for the three months ended March 31, 2026 and 2025, respectively, resulting in a decrease

in general and administrative expenses.

Stock Warrants

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.

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 September 30, 2025.

For further information, please refer to Note 5.

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.

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.

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

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

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

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

The Class E warrants

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

of the original issuance date.

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

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

on a review of the Class E and F Warrants, it was determined that the warrants met the liability criteria which resulted in Class E &

F warrants to be treated as liability under ASC 815 – Derivatives and Hedging.

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.

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”).

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”).

The issuance of the Dividend was a Share Combination Event under Section 3(g) of the Class

E & F Common Stock Purchase Warrants.

As a result, the number of outstanding warrants of Class E & F Common Stock Purchase Warrants

both have increased to 5,561,125

and the exercise price reduced to $ 1.439

per share of common stock.

Due to the Share Combination Event

trigger of the Class E & F Common Stock Purchase Warrants, reevaluation of the classification resulted in the reclassification of

the warrants from liability to equity.

The Company recognized a loss on change of warrant liabilities of $ 468

thousand in the statements of operations for the three months

ended March 31, 2026, and reclassified the Class E & F Common Stock Purchase Warrants from liability to equity in the amount of $ 8.7

million reflected in the Balance Sheet at March 31, 2026.

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

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

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

Each Unit consists of one share

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

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

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

Each G Warrant is exercisable

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

five years from the date of issuance.

The 2026 Rights Offering raised $ 1.8 million in gross proceeds.

warrants are issued as needed by the Board of Directors and have no formal plan.

fair value of each warrant award is estimated on the date of grant using a Black-Scholes-Merton pricing option valuation model.

volatility is based on the historical volatility of the price of the Company’s stock.

The risk-free interest rate is based on U.S.

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.

further information, please refer to Note 14.

Stockholders’ Equity

7 unchanged sentences

A Junior Participating Preferred Stock to 4,000,000 from 250,000 shares.

As of September 30, 2025, there were no Series A Junior Participating

At March 31, 2026, there were no Series A Junior Participating

Preferred Stock outstanding.

1 unchanged sentence

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”).

Each share of Preferred Stock has a par value of $ 0.01 per share and a stated value equal to $ 1 thousand (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.

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”).

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.

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 September 30, 2024, 689 shares of Series B Convertible

Preferred Stock had expired, and none were converted prior to expiration.

At September 30, 2025 the Company had no shares of Series B

Convertible Preferred Stock outstanding.

31, 2026, there were no Series B Convertible Preferred Stock outstanding.

G Convertible Preferred Stock

4, 2026, the Company filed a Certificate of Designation of Preference, Rights and Limitations of Series G Convertible Preferred Stock

(the “Certificate of Designation”) with the Delaware Secretary of State creating a new series of its authorized preferred

stock, par value $ 0.01 per share, designated as the “Series G Convertible Preferred Stock” (the “Series G Preferred

The number of shares initially constituting the Series G Preferred Stock was set at 12,000 shares.

share of Series G Preferred Stock will be convertible, at the option of the holder at any time, into the number of shares of the Company’s

common stock, par value $ 0.001 per share (the “Common Stock”) determined by dividing the $ 1 thousand stated value per share

of the Series G Preferred Stock by a conversion price initially equal to $ 1.00 .

In addition, the conversion price per share is subject

to adjustment for stock dividends, distributions, subdivisions, combinations or reclassifications.

Subject to limited exceptions, a holder

of the Series G Preferred Stock will not have the right to convert any portion of the Series G Preferred Stock to the extent that, after

giving effect to the conversion, the holder, together with its affiliates, would beneficially own in excess of 4.99 % of the number of

shares of Common Stock outstanding immediately after giving effect to its conversion.

A holder of the Series G Preferred Stock, upon

notice to the Company, may increase or decrease the beneficial ownership limitation provisions of such holder’s Series G Preferred

Stock, provided that in no event shall the limitation exceed 9.99 % of the number of shares of Common Stock outstanding immediately after

giving effect to its conversion.

the event the Company effects certain mergers, consolidations, sales of substantially all of its assets, tender or exchange offers, reclassifications

or share exchanges in which the Common Stock is effectively converted into or exchanged for other securities, cash or property, the Company

consummates a business combination in which another person acquires 50% of the outstanding shares of Common Stock, then, upon any subsequent

conversion of the Series G Preferred Stock, the holders of the Series G Preferred Stock will have the right to receive any shares of

the acquiring corporation or other consideration it would have been entitled to receive if it had been a holder of the number of shares

of Common Stock then issuable upon conversion in full of the Series G Preferred Stock.

of Series G Preferred Stock shall be entitled to receive dividends (on an as-if-converted-to-common stock basis) in the same form as

dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of Common Stock.

Except as otherwise

provided in the Certificate of Designation or as otherwise required by law, the Series G Preferred Stock has no voting rights.

Company’s liquidation, dissolution or winding-up, whether voluntary or involuntary, holders of Series G Preferred Stock will be

entitled to receive out of the assets, whether capital or surplus, of the Company the same amount that a holder of Common Stock would

receive if the Series G Preferred Stock were fully converted (disregarding for such purpose any conversion limitations under the Certificate

of Designation) to Common Stock, which amounts shall be paid pari passu with all holders of Common Stock.

The Company is not obligated

to redeem or repurchase any shares of Series G Preferred Stock.

Shares of Series G Preferred Stock are not otherwise entitled to any

redemption rights, or mandatory sinking fund or analogous provisions.

March 6, 2026, the Company completed its previously announced rights offering (the “Rights Offering”) pursuant to its effective

registration statement on Form S-1, as amended (Registration No.

333-292085), previously filed with and declared effective by the Securities

and Exchange Commission (the “SEC”), a prospectus and a prospectus supplement filed with the SEC.

Pursuant to the Rights

Offering, the Company sold an aggregate of 1,842 units consisting of an aggregate of 1,842 shares of Series G Preferred Stock, with each

share of Series G Preferred Stock initially convertible into shares of Common Stock at a conversion price of $ 1.00 per share, 3,684,000

Class G Warrants, with each warrant exercisable for one share of Common Stock at an exercise price of $ 1.00 per share and expiring five

years from the date of issuance, resulting in gross proceeds to the Company of $ 1.8 million.

March 31, 2026 and December 31, 2025, the Company had 678 and 0 shares of Series G Convertible Preferred Stock outstanding, respectively.

Subsequent to March 31, 2026, 100 shares of Series G Convertible Preferred Stock were converted to common shares.

Common Stock and Equity Finances

1 unchanged sentence

authorized shares.

As of September 30, 2025, and December 31, 2024, there were 2,764,188 and 655,263

shares of common stock issued and outstanding, respectively.

As of March 31, 2026, and December 31, 2025, there were 8,223,782 and 3,069,875 shares

of common stock issued and outstanding, respectively.

Stock Purchase Plan (Not equity compensation)

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,

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

thousand worth of shares at the market price (including subsequent plans, the “Employee Stock Purchase Plan”).

to NYSE American’s rules, this plan was effective for a sixty-day period commencing upon the date that the NYSE American

approved the Company’s Supplemental Listing Application (“SLAP”).

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.

the three months ended September 30, 2025, the Company did not issue any shares of its common stock as part of the employee stock purchase

the nine months ended September 30, 2025, the Company issued a total of 42,172 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.

the three months ended September 30, 2024, the Company did not issue any shares of its common stock as part of the employee stock purchase

the nine months ended September 30, 2024, the Company issued a total of 3,356 shares of its common stock at a price ranging from $ 31.00

to $ 67.00 for total proceeds of approximately $ 120,000 as part of the employee stock purchase plan.

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”).

(Rights offering)

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

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.

the nine months ended September 30, 2024, 2,050 warrants were exercised, and 58,300 warrants expired unexercised.

As of September 30,

2024, and December 31, 2024, there were no warrants outstanding related to the Rights Offering.

Now, any time an officer or employee purchases

stock from the Company under the plan, that person must file a SLAP with the NYSE American and the purchase cannot be effected until the

NYSE American accepts the SLAP.

the three months ended March 31, 2026, the Company did not issue any shares of its common stock as part of the employee stock purchase

the three months ended March 31, 2025, the Company issued a total of 833 shares of its common stock at a price of $ 12.00 for total proceeds

of $ 10 thousand as part of the employee stock purchase plan.

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, 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 thousand) 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.

The 2026 Rights

Offering raised $ 1.8 million in gross proceeds.

the three months ended March 31, 2026, 1,164 shares of the G Preferred had been converted for 1,164,000 shares of common stock, and 310,000

G Warrants had been exercised for 310,000 shares of common stock.

Subsequent to March 31, 2026, 100 shares of the G Preferred had been

converted to 100,000 shares of common stock.

At March 31, 2026, 3,374,000 Class G Warrants and 678 G Preferred were outstanding.

Distribution Agreement

April 19, 2023, the Company entered into an Equity Distribution Agreement (the “EDA”), with Maxim, pursuant to which they

may sell from time to time, shares of our 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 .

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 $ 8.5 million through Maxim, as agent.

The amount was subsequently reduced from $ 8.5 million to $ 3.1 million.

Sales under the EDA were registered under the S-3 Shelf Registration

Under the terms of the Distribution Agreement, Maxim is entitled to a transaction fee at a fixed rate of 3.0 % of the gross

sales price of shares sold under the EDA.

For the year ended December 31, 2024, 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 nine months ended September 30, 2025,

the Company has sold 11,191 shares under the EDA for total gross proceeds of approximately $ 259,800 , which includes a 3.0 % fee to Maxim

of approximately $ 7,800 .

April 1, 2025, the Company entered into a new EDA, a sales agreement, with Maxim 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 September

30, 2025, the Company has sold 24,680

shares under the new EDA for a total gross proceeds of approximately

which includes a 3.0 %

fee to Maxim of approximately $ 1,147 .

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 three months ended March 31, 2026, the Company sold 11,191 shares under

the EDA for total gross proceeds of $ 260 thousand, which includes a 3.0 % fee to Maxim of $ 8 thousand.

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 million of the Company’s common stock from time to time through Maxim acting as agent.

the terms of the Sales Agreement in no event will the Company, inter alia, issue or sell through the sales agreement such number or dollar

amount of shares of common stock that would exceed the number or dollar amount of shares of common stock permitted to be sold under Form

S-3 (including General Instruction I.B.6 thereof, if applicable).

For the year ended December 31, 2025, the Company sold 155,874 shares

under the EDA for total gross proceeds of $ 225 thousand, which includes a 3.0 % fee to Maxim of $ 7 thousand.

For the three months

ended March 31, 2026, the Company sold 2,025,292 shares under the EDA for total gross proceeds of $ 2.1 million, which includes a 3.0 %

fee to Maxim of $ 62 thousand related to this agreement.

See Note 17 - Subsequent Events for additional information on an amendment

to this agreement.

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 unchanged sentences

The Company has agreed, under certain circumstances, to reimburse a portion of Maxim’s expenses, including legal fees up

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

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

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.

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

Purchase Agreement

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

pursuant to which Atlas committed to purchase up to $ 15 million of common stock of the Company for a period of 24 months from the date

of the purchase agreement.

3 unchanged sentences

Sales under the purchase agreement are limited to a daily maximum of the lessor

$ 500,000 , the Median Daily Trading volume, and a beneficial ownership limitation of 4.99 % and a maximum of 19.99 % of the outstanding

$ 500 thousand, 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.

3 unchanged sentences

The registration statement was declared effective on May 1, 2024.

In the fiscal year ended December 31, 2024, a total of 7,596 shares have been issued pursuant to the purchase agreement for a total of

approximately $ 128,000 after clearing costs.

In the nine months ended September 30, 2025, a total of 30,829 shares have been issued pursuant

to the purchase agreement for a total of approximately $ 398,000 after clearing costs.

There were no shares issued subsequent to September

Purchase Agreements

At December 31, 2024, a total of 7,596 shares were issued pursuant to the purchase agreement for a total of $ 128 thousand after clearing

At December 31, 2025, a total of 30,829 shares were issued pursuant to the purchase agreement for a total of $ 398 thousand after

clearing costs.

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

As of February 2025, the purchase agreement is no longer

Purchase Agreement

2024 Securities Purchase Agreement

2 unchanged sentences

the Company issued to the Purchaser, (i) in a registered direct offering, 56,410 shares of the Company’s common stock (the “Shares”)

par value $ 0.001 per share (“common stock”) and (ii) in a concurrent private placement, the Company issued to the Purchaser

Class A common warrants to purchase an aggregate of up to 56,410 shares of its common stock (the “A Warrants”) at an exercise

price of $ 36.30 per share and Class B common warrants to purchase an aggregate of up to 56,410 shares of its common stock (the “B

“Warrants” and, along with the A Warrants, the “Common Warrants”) at an exercise price of $ 36.30 per share.

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.

and (ii) in a concurrent private placement, the Company issued to the Purchaser Class A common warrants to purchase an aggregate of up

to 56,410 shares of its common stock (the “A Warrants”) at an exercise price of $ 36.30 per share and Class B common warrants

to purchase an aggregate of up to 56,410 shares of its common stock (the “B Warrants” and, along with the A Warrants,

the “Common Warrants”) at an exercise price of $ 36.30 per share.

The A Warrants and B Warrants are not exercisable for six

months after the issuance date and expire, respectively, five years and six months and twenty-four months after the issuance date.

Common Warrants and the shares of common stock are issuable upon the exercise of such warrants are offered pursuant to an exemption from

the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.

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

2 unchanged sentences

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

following the issuance date, provided that the Company was able to utilize its at-the-market offering program with the Placement Agent

after 30 days.

Additionally, the Company cannot enter into a variable rate transaction (other than the ATM program with the Placement

Agent) for 120 days after the issuance date.

In addition, the Company’s executive officers and each of the Company’s directors

have entered into lock-up agreements with the Company pursuant to which each of them has agreed not to, for a period of 90 days from

the closing of the Transactions, offer, sell, transfer or otherwise dispose of the Company’s securities, subject to certain exceptions.

following the issuance date, provided that the Company was able to utilize its at-the-market offering program with Maxim Group LLC (the

“Placement Agent”) after 30 days.

Additionally, the Company cannot enter into a variable rate transaction (other than the

ATM program with the Placement Agent) for 120 days after the issuance date.

In addition, the Company’s executive officers and each

of the Company’s directors have entered into lock-up agreements with the Company pursuant to which each of them has agreed not

to, for a period of 90 days from the closing of the Transactions, offer, sell, transfer or otherwise dispose of the Company’s securities,

subject to certain exceptions.

exercise price of the Common Warrants, and the number of Common Warrant Shares, are subject to adjustment in the event of any stock dividend

15 unchanged sentences

Shares issuable upon exercise thereof.

Group LLC acted as the placement agent (the “Placement Agent”) on a “commercially reasonable best efforts” basis,

in connection with the Transactions pursuant to the Placement Agency Agreement, dated May 31, 2024 (the “Placement Agency Agreement”),

by and between the Company and the Placement Agent.

Pursuant to the Placement Agency Agreement, the Placement Agent was paid a cash fee

of 8 % of the aggregate gross proceeds paid to the Company for the securities sold in the Transactions and reimbursement of certain out-of-pocket

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 nine months ended September 30,2025, no Common Warrants were exercised, and all remain outstanding on September

Group LLC acted as the placement agent on a “commercially reasonable best efforts” basis, in connection with the Transactions

pursuant to the Placement Agency Agreement, dated May 31, 2024 (the “Placement Agency Agreement”), by and between the Company

and the Placement Agent.

Pursuant to the Placement Agency Agreement, the Placement Agent was paid a cash fee of 8 % of the aggregate gross

proceeds paid to the Company for the securities sold in the Transactions and reimbursement of certain out-of-pocket expenses.

Company evaluated the Common Warrants under the guidance of ASC 480 – Distinguishing Liabilities from Equity and determined

that 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 $ 2.5

For the three months ended March 31, 2026, no Common Warrants were exercised, and all remain outstanding on March 31, 2026,

related to this agreement.

2024 Securities Purchase Agreement

September 30, 2024, the Company entered into a Purchase Agreement with the Selling Stockholder as Purchaser, pursuant to which we issued

to the Selling Stockholder, (i) in a registered direct offering, 46,530 shares of our common stock (“Shares”) and (ii) in

the concurrent Private Placement, Class C and Class D Warrants, each to purchase an aggregate of up to 46,530 Shares (the “Common

Warrant Shares”) each with an exercise price of $ 28.00 .

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

September 30, 2024, the Company entered into a Purchase Agreement with the Purchaser in the May 2024 Securities Purchase Agreement as

Purchaser, pursuant to which the Company issued to the Purchaser, (i) in a registered direct offering, 46,530 shares of its common stock

(“Shares”) and (ii) in the concurrent Private Placement, Class C and Class D Warrants, each to purchase an aggregate of up

to 46,530 Shares (the “Common Warrant Shares”) each with an exercise price of $ 28.00 .

The Class C and Class D Warrants together,

hereinafter the “Common Warrants”.

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

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

Agent and other estimated offering expenses payable by us.

The Shares were offered by the Company pursuant to a shelf registration statement

on Form S-3 (File No.

Company received aggregate gross proceeds from the Transactions of $ 1.3 million, before deducting fees to the Placement Agent and other

estimated offering expenses payable by it.

The Shares were offered by the Company pursuant to a shelf registration statement on Form

S-3 (File No.

333-262280), which was declared effective on February 4, 2022.

The Common Warrants and the Common Warrant Shares

issued in the Private Placement were not registered under the Securities Act.

Rather the Common Warrants and the Common Warrant Shares

were issued pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated

The Class C Warrants and the Class D Warrants are not exercisable until December 3, 2024, and will expire, respectively,

twenty-four months and five years and six months after that date.

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.

Company evaluated the Common Warrants under the guidance of ASC 480 – Distinguishing Liabilities from Equity and determined that

1 unchanged sentence

and are classified as equity within the consolidated financial statements.

Proceeds allocated to such warrants totaled approximately

$ 2,500,000 .

For the nine months ended September 30,2025, no Common Warrants were exercised, and all remain outstanding on September

30, 2025, related to this agreement.

Proceeds allocated to such warrants totaled $ 2.5 million.

For the three months ended March 31,2026, no Common Warrants were exercised, and all remain outstanding on March 31, 2026, related to

this agreement.

2025 Public Offering

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

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

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

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

The Class E Warrants

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

of the original issuance date.

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

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

on a review of the Class E and F Warrants, it was determined that the warrants met the liability criteria which resulted in Class E &

F warrants to be treated as liability under ASC 815 – Derivatives and Hedging.

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.

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”).

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”).

The issuance of the Dividend was a Share Combination Event under Section 3(g) of the Class

E & F Common Stock Purchase Warrants.

As a result, the number of outstanding warrants of Class E & F Common Stock Purchase Warrants

both have increased to 5,561,125

and the exercise price reduced to $ 1.439

per share of common stock.

Due to the Share Combination Event

trigger of the Class E & F Common Stock Purchase Warrants, reevaluation of the classification resulted in the reclassification of

the warrants from liability to equity.

The Company recognized a loss on change of warrant liabilities of $ 468

thousand in the statements of operations for the three months

ended March 31, 2026, and reclassified the Class E & F Common Stock Purchase Warrants from liability to equity.

This reclassification

totaling $ 8.7 million

is reflected in the Balance Sheet at March 31, 2026.

the three months ended March 31, 2026, there were 482,500 Class E Warrants and 800,508 Class F Warrants exercised.

For the three months

ended March 31, 2026, there were 5,078,619 Class E Warrants and 4,760,610 Class F Warrants outstanding related to this agreement.

Subsequent to March 31, 2026, the Company entered into a warrant inducement

program for Warrants A, B, C, D, E & F.

For further details, see Note 17:

Subsequent Events.

Net Loss Per Share

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 stock options and warrants which amounted to 4,238,792

shares for the nine months ended September 30, 2025 and 2024,

respectively, are excluded from the calculation of diluted net loss per share since their effect is anti-dilutive.

and diluted net loss per share is computed using the weighted average number of shares of common stock outstanding during the

Equivalent common shares, consisting of 13,547,741

and 4,334,512

of stock options and warrants, are excluded from the calculation of diluted net loss per share for the periods ended March 31, 2026

and December 31, 2025, respectively, since their effect is antidilutive due to the net loss of the Company.

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.

fair values of cash and cash equivalents, other assets, accounts payable and accrued expenses approximate their carrying values due to

the short-term maturities of these items and are considered a Level 1 instrument of the fair value measurements standard.

also has certain warrants with a cash settlement feature in the occurrence of a Fundamental Transaction.

The fair value of the Class

A and Class B warrants (“June 2024 Warrants”) related to the Company’s June 2024 common stock and warrant issuance,

are calculated using a Black-Scholes 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 Model.

value of the Class E and Class F warrants (“July 2025 Warrants”) related to the Company’s July 2025 common stock and

warrant issuance, are calculated using a Black-Scholes Model.

The fair value of the Class G warrants (“March 2026 Warrants”)

related to the Company’s March 2026 common stock and warrant issuance, are calculated using a Black-Scholes Model.

Company estimated the fair value of the June 2024 Warrants, October 2024 Warrants, July 2025 Warrants and the March 2026 Warrants using

the Black-Scholes 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.

Company utilized the following assumptions to estimate the fair value of the Class A Warrants:

of Assumptions to Estimate Fair Value of Warrants

Underlying price per share

Exercise price per share

Risk-free interest rate

Expected holding period

Expected volatility

Expected dividend yield

Warrants measurement input

Company utilized the following assumptions to estimate the fair value of the Class B Warrants:

Underlying price per share

Exercise price per share

Risk-free interest rate

Expected holding period

Expected volatility

Expected dividend yield

Warrants measurement input

Company utilized the following assumptions to estimate the fair value of the Class C Warrants:

Underlying price per share

Exercise price per share

Risk-free interest rate

Expected holding period

Expected volatility

Expected dividend yield

Warrants measurement input

Company utilized the following assumptions to estimate the fair value of the Class D Warrants:

Underlying price per share

Exercise price per share

Risk-free interest rate

Expected holding period

Expected volatility

Expected dividend yield

Warrant measurement input

Company utilized the following assumptions to estimate the fair value of the Class E Warrants:

Underlying price per share

Exercise price per share

Risk-free interest rate

Expected holding period

Expected volatility

Expected dividend yield

Warrant measurement input

Company utilized the following assumptions to estimate the fair value of the Class F Warrants:

Underlying price per share

Exercise price per share

Risk-free interest rate

Expected holding period

Expected volatility

Expected dividend yield

Warrant measurement input

Company utilized the following assumptions to estimate the fair value of the Class G Warrants:

Underlying price per share

Exercise price per share

Risk-free interest rate

Expected holding period

Expected volatility

Expected dividend yield

Warrant measurement input

significant assumptions using the Black-Scholes 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.

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

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.

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:

Company only has one product that is FDA approved but is currently not available for commercial

Company will have to perform additional clinical trials for FDA approval of its flagship

and market conditions continue to include uncertainty, adding risk to any transaction.

nature of a life sciences company is heavily dependent on future funding and high fixed costs,

including Research & Development.

Company has minimal revenues streams which are insufficient to meet the funding needs for

the cost of operations or construction at their manufacturing facility;

Company’s Rights Agreement and Executive Agreements make it less attractive to a potential

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

Black-Scholes 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

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.

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 Model approach incorporates this additional

period to reflect the delay Warrant Holders would experience in receiving the proceeds of

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.

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.

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 – 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 – Unobservable inputs that are supported by little or no market activity and that

are significant to the fair value of the assets or liabilities.

Level 3 assets and liabilities

include financial instruments whose value is determined using pricing models, discounted

cash flow methodologies, or other valuation techniques, as well as instruments for which

the determination of fair value requires significant management judgment or estimation.

of December 31, 2025, the Company has classified the warrants with cash settlement features

Management evaluates a variety of inputs and then estimates fair value based

on those inputs.

As discussed above, the Company utilized the Black-Scholes Model

in valuing the warrants.

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.

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):

of Assets and Liabilities Measured at Fair Value on a Recurring Basis

As of March 31, 2026

Cash equivalents

Marketable securities

As of December 31, 2025

Cash equivalents

Marketable securities

Warrant liability

Subsequent Events

On November 5, 2025, the

Company entered into agreements with Streeterville Capital to settle a portion of its outstanding loan obligation in the amount of $ 150,000

through the issuance of 74,626 shares of common stock, rather than cash payment.

On July 3, 2025, the Company’s

shelf registration statement on Form S-3 (File No.

333-286319) was declared effective by the SEC.

Subsequent to September 30, 2025, on

October 30, 2025, the Company filed a prospectus with the SEC to enable it to sell shares under this shelf registration statement.

Stockholders’ Equity;

(2) (b) Common Stock and Equity Finances;

Equity Distribution Agreement, above.

Additionally,

subsequent to September 30, 2025, the Company has sold 24,680 shares under the new EDA for a total gross proceeds of approximately $ 38,233 ,

which includes a 3.0 % fee to Maxim of approximately $ 1,147 .

April 10, 2026, the Company entered into Amendment No.

1 (the “Amendment”) to that certain Equity Distribution Agreement

dated April 1, 2025 (the “Sales Agreement”) with Maxim Group to act as the Company’s exclusive sales agent with

respect to the issuance and sale of up to $ 3

million of the Company’s common stock, par value $ 0.001

from time to time, in an at-the-market public offering (the “Offering”).

The Amendment removes the limitation

of the number of Shares to be sold under the Sales Agreement.

As of April 10, 2026, the aggregate market value of our outstanding

common stock held by non-affiliates, or the public float, was $ 10.2

million, which was calculated based on 8,182,017

shares of the Company’s outstanding common stock held by non-affiliates at a price of $ 1.25

per share, the closing price of the Company’s common stock on February 13, 2026.

Pursuant to General Instruction I.B.6 of Form

S-3, in no event will the Company sell shares pursuant to the prospectus supplement with a value of more than one-third of the

aggregate market value of the Company’s common stock held by non-affiliates in any 12-month period, or $ 3.4

As of the date of the prospectus supplement, the Company had sold $ 2.3

million of securities pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to, and including, the

date of the prospectus supplement, and are therefore eligible to sell up to an additional $ 1.1

million of securities pursuant to General Instruction I.B.6 of Form S-3.

Pursuant to General Instruction I.B.6 of Form S-3, in no

event will the Company sell securities registered on the registration statement in a public primary offering with a value exceeding

more than one-third of the aggregate market value of voting and non-voting common equity held by non-affiliates in any 12-month

period so long as the Company’s public float remains below $ 75

shares will be sold and issued pursuant the Company’s shelf registration statement on Form S-3 (File No.

333-286319), which was

previously declared effective by the Securities and Exchange Commission, and a related prospectus, as supplemented.

The Company is simultaneously

herewith filing a supplement to the prospectus supplement with the Securities and Exchange Commission to increase the number of Shares

that may be offered and sold in the Offering.

Subsequent to March 31, 2026, the Company sold an additional 1,019,570 shares under the EDA

for total gross proceeds of $ 558 thousand, which includes a 3.0 % fee to Maxim of $ 17 thousand related to this Amendment.

Company entered into a warrant exercise inducement offer letter agreement, dated May 7, 2026 with holders of (i) Class A and Class B

warrants to purchase common stock, par value $ 0.001 per share, issued on May 31, 2024;

(ii) Class C and Class D Common Stock purchase

warrants issued on September 30, 2024;

and (iii) Class E and Class F Common Stock purchase warrants issued on July 31, 2025.

to the Inducement Letter, the Holders agreed to exercise the Existing Warrants for cash certain of their Existing Warrants to purchase

an aggregate of 7,451,920 shares of Common Stock at a reduced exercise price of $ 0.48 per share in exchange for the Company’s agreement

to issue new Class H warrants to purchase an aggregate of up to 14,903,840 shares of Common Stock at an exercise price of $ 0.60 per share,

exercisable on or after the Stockholder Approval Date (as defined in the Inducement Letter) for a period of five years.

May 8, 2026, the Company closed the Inducement Transaction and received aggregate gross proceeds of approximately $ 3.6 million and issued

the Inducement Warrants.

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

What changed 10-Q

Item 1. Financial Statements