AIM ImmunoTech Inc. 10-Q

ITEM 1 : Financial Statements AIM IMMUNOTECH INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (in thousands, except for share and per share amounts) (Unaudited March 31, 2026 and Audited December 31, 2025) March 31, 2026 December 31, 2025 ASSETS Current assets: Cash and cash equivalents $ 5,816 $ 2,985 Marketable investments 63 62 Other receivables — 7 Prepaid expenses and other current assets 335 241 Total current assets 6,214 3,295 Property and equipment, net 62 71 Right of use asset, net 320 378 Patent and trademark rights, net 1,662 1,661 Other assets 327 377 Total assets $ 8,585 $ 5,782 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable $ 1,215 $ 1,630 Accrued expenses 671 795 Current portion of operating lease liability 255 250 Current portion of note payable, net 4,004 3,549 Total current liabilities 6,145 6,224 Long-term liabilities: Operating lease liability 105 170 Long-term note payable 210 927 Warrant liability — 8,244 Total liabilities 6,460 15,565 Commitments 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 March 31, 2026, and December 31, 2025, respectively; issued and outstanding – none — — 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; issued and outstanding – none — — Series G Convertible Preferred Stock, par value $ 0.01 per share, with a stated value $ 1,000 per share, 12,000 shares authorized: 678 and 0 issued and outstanding as of March 31, 2026, and December 31, 2025, respectively — — Preferred Stock value — — 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 8 3 Additional paid-in capital 445,926 431,000 Accumulated deficit ( 443,809 ) ( 440,786 ) Total stockholders’ equity (deficit) 2,125 ( 9,783 ) Total liabilities and stockholders’ equity (deficit) $ 8,585 $ 5,782 See accompanying notes to condensed consolidated financial statements. 2 AIM IMMUNOTECH INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (in thousands, except share and per share data) (Unaudited) 2026 2025 Three months ended March 31, 2026 2025 Revenues: Clinical treatment programs – US $ 22 $ 16 Total Revenues 22 16 Costs and Expenses: Production costs 4 10 Research and development 482 1,080 General and administrative 1,762 2,545 Total Costs and Expenses 2,248 3,635 Operating loss ( 2,226 ) ( 3,619 ) (Loss) gain on investments ( 1 ) 27 Interest and other income 8 11 Interest expense and other finance costs ( 304 ) ( 124 ) Loss on change in fair value of warrant liability ( 468 ) — Loss on issuance of warrants ( 32 ) — Net Loss $ ( 3,023 ) $ ( 3,705 ) Basic and diluted loss per share $ ( 0.69 ) $ ( 0.05 ) Weighted average shares outstanding basic and diluted 4,351,449 703,298 See accompanying notes to condensed consolidated financial statements. 3 AIM IMMUNOTECH INC. AND SUBSIDIARIES Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (in thousands except share data) Series G Preferred Shares Common Stock Shares Common Stock .001 Par Value Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Equity Balance December 31, 2025 — 3,069,875 $ 3 $ 431,000 $ ( 440,786 ) $ ( 9,783 ) Shares issued for: Common Stock issuance, net of costs — 2,032,815 2 1,999 — 2,001 Rights Offering 1,842 — — 1,662 — 1,662 Series G Preferred Stock conversion to Common Stock ( 1,164 ) 1,164,000 1 ( 1 ) — — Warrant Exercise — 1,593,008 2 2,154 — 2,156 Reclass of Warrants E & F — — — 8,712 — 8,712 Repayment of Debt with shares — 364,084 — 400 — 400 Net comprehensive loss — — — — ( 3,023 ) ( 3,023 ) Balance March 31, 2026 678 8,223,782 $ 8 $ 445,926 $ ( 443,809 ) $ 2,125 Series B Preferred Shares Common Stock Shares Common Stock .001 Par Value Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Deficit Balance December 31, 2024 — 655,263 $ 1 $ 425,505 $ ( 426,828 ) $ ( 1,322 ) Balance — 655,263 $ 1 $ 425,505 $ ( 426,828 ) $ ( 1,322 ) Shares issued for: Common Stock issuance, net of costs — 42,854 — 660 — 660 Equity based compensation — 4,242 — 60 — 60 Repayment of Debt with shares — 20,541 — 450 — 450 Net comprehensive loss — — — — ( 3,705 ) ( 3,705 ) Balance March 31, 2025 — 722,900 $ 1 $ 426,675 $ ( 430,533 ) $ ( 3,857 ) Balance — 722,900 $ 1 $ 426,675 $ ( 430,533 ) $ ( 3,857 ) See accompanying notes to condensed consolidated financial statements. 4 AIM IMMUNOTECH INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows For the Three Months Ended March 31, 2026 and 2025 (in thousands) (Unaudited) 2026 2025 Cash flows from operating activities: Net loss $ ( 3,023 ) $ ( 3,705 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation of property and equipment 9 10 Abandonment and expiration of patents and trademark rights — 335 Amortization of patent, trademark rights 34 48 Amortization of debt discount and other expenses 183 64 Non-cash lease expense 68 64 Equity-based compensation — 60 Loss (gain) on sale of marketable investments 1 ( 27 ) Change in fair value of warrants 468 — Loss of issuance of warrants 32 — Change in assets and liabilities: Other receivables 7 ( 19 ) Other assets 50 367 Prepaid expenses and other current assets and other non-current assets ( 94 ) ( 119 ) Lease liability ( 70 ) ( 62 ) Accounts payable ( 415 ) 561 Accrued expenses 31 62 Net cash used in operating activities ( 2,719 ) ( 2,361 ) Cash flows from investing activities: Proceeds from sale of marketable investments 4 1,045 Purchase of marketable investments ( 6 ) ( 91 ) (Purchase) abandonment of patent and trademark rights ( 35 ) ( 56 ) Net cash (used in) provided by investing activities ( 37 ) 898 Cash flows from financing activities: Proceeds from issuance of common stock, net of issuance costs 2,001 660 Proceeds from warrant exercise 2,156 — Repayment of debt obligation ( 200 ) — Proceeds from Rights Offering 1,630 — Net cash provided by financing activities 5,587 660 Net increase (decrease) in cash and cash equivalents 2,831 ( 803 ) Cash and cash equivalents at beginning of period 2,985 1,701 Cash and cash equivalents at end of period $ 5,816 $ 898 Supplemental disclosures of non-cash investing and financing cash flow information: Unrealized gain (loss) on marketable investments $ ( 1 ) $ 96 Repayment of debt obligation with shares $ 400 $ 421 See accompanying notes to condensed consolidated financial statements. 5 AIM IMMUNOTECH INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1: Business and Basis of Presentation AIM ImmunoTech Inc. 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). Ampligen 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”). The Company’s research and development of Ampligen has included a variety of diseases and health matters: ● Conducting clinical trials to evaluate the efficacy and safety of Ampligen for the treatment of pancreatic cancer. ● Evaluating Ampligen across multiple cancers as a potential therapy that modifies the tumor microenvironment with the goal of increasing anti-tumor responses to checkpoint inhibitors. ● Exploring Ampligen’s antiviral activities and potential use as a prophylactic or treatment for existing viruses, new viruses and mutated viruses thereof. ● Evaluating Ampligen as a treatment for myalgic encephalomyelitis/chronic fatigue syndrome (“ME/CFS”) and fatigue and/or the Post-COVID condition of fatigue. ● Evaluating Ampligen as a vaccine adjuvant in the combination of Ampligen and AstraZeneca’s FluMist as an intranasal vaccine for influenza, including avian influenza. Ampligen is a wide-spectrum therapeutic that has shown positive safety and efficacy in clinical trials of many different solid tumor types. However, 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. When AIM looks at the global health problem of pancreatic cancer, we see a large market in an unmet medical need and with relatively little clinical competition. 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. Oncology 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. The primary objective of the study is the clinical benefit rate of the combination therapy. The secondary/exploratory objectives include assessing overall survival and progression-free survival; exploring immune-monitoring using available tissue biopsies and peripheral immune profiling; and assessing quality of life. 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 the study. Erasmus MC expects that detailed data will be published later this year. According to Erasmus MC, there has also been no significant toxicity – an encouraging safety profile for a post-chemo setting – and Ampligen subjects are consistently reporting “high quality of life” during treatment. In March 2026, the Company announced an agreement with the PPD clinical research business of Thermo Fisher Scientific to design AIM’s anticipated Phase 3 clinical trial in the use of Ampligen in the treatment of late-stage pancreatic cancer. Thermo Fisher Scientific Inc. is a global leader in scientific progress. In management’s opinion, all adjustments necessary for a fair presentation of its consolidated financial statements have been included. Such adjustments consist of normal recurring items. Interim results are not necessarily indicative of results for a full year. The interim consolidated financial statements and notes thereto are presented as permitted by the Securities and Exchange Commission (“SEC”), and do not contain certain information which will be included in the Company’s annual consolidated financial statements and notes thereto. The 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. 6 Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure (“GAAP”) of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates, and those differences may be material. Accounts requiring the use of significant estimates include determination of other-than-temporary impairment on securities, valuation of deferred taxes, patent and trademark valuations, equity-based compensation calculations, fair value of warrants, and contingency accruals. Liquidity and Going Concern The 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. Pursuant to the requirements of the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt about the Company’s ability to continue as a going concern exists, management evaluates whether the mitigating effect of its plans sufficiently alleviates the substantial doubt. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company’s principal source of liquidity is its cash and cash equivalents, marketable securities, and proceeds from financing activities to provide the necessary funding to meet our obligations as they become due. The Company has incurred losses from operations and net cash used 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. On 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 NYSE American and trading in its common stock on the NYSE American was suspended. 7 On April 30, 2025, the Company held a special meeting of stockholders and authorized the Company’s Board of Directors to effect a reverse split at its discretion on a basis of up to one for 100 outstanding shares of Common Stock. On May 29, 2025, the Board authorized the Reverse Split and on June 10, 2025, the Company filed an amendment to its Articles of Incorporation effecting a reverse split of its outstanding shares of Common Stock on a one for 100 basis (the “Reverse Split”). Stockholders were given cash in lieu of any fractional shares on a post-split basis. On June 11, 2025, the Company was notified by the 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. During 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. Class E and Class F Warrant Reclassification On January 20, 2026, we distributed a stock dividend of one share of our common stock for every 1,000 shares of common stock issued and outstanding as of January 9, 2026, as well as one share of common stock for every 1,000 outstanding options or 1,000 warrants that has a right to receive stock dividends. The distribution was effected on January 20, 2026. This resulted in a reset of the terms of our Class E and Class F Warrants. Per the reset, the exercise price of these warrants dropped to $ 1.439 , additional warrants were issued and a provision in these warrants that resulted in the classification of these warrants as a liability rather than equity was nullified. This resulted in a $ 8.7 million increase in stockholders’ equity. The 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. Note 2: 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. 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. Note 3 : Cash and Cash Equivalents Cash includes bank deposits maintained at several financial institutions. The Company considers highly liquid instruments with an original maturity of three months or less to be cash equivalents. At various times throughout the 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 on these accounts and believes credit risk to be minimal. Note 4: Marketable Securities Marketable securities consist of mutual funds. At March 31, 2026 and December 31, 2025, it was determined that none of the marketable securities had an other-than-temporary impairment. 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: Fair Value). At March 31, 2026, and December 31, 2025 the Company held $ 63 thousand and $ 62 thousand, respectively, in mutual funds. Mutual 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. Mutual 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 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. 8 Note 5: Property and Equipment, Net Schedule of Property and Equipment March 31, 2026 December 31, 2025 (in thousands) March 31, 2026 December 31, 2025 Furniture, fixtures, and equipment $ 1,466 $ 1,466 Less: accumulated depreciation ( 1,404 ) ( 1,395 ) Property and equipment, net $ 62 $ 71 Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, ranging from three 3 to ten years . Depreciation expense for the three months ended March 31, 2026 and 2025 was $ 9 thousand and $ 10 thousand, respectively. Note 6: Patents and Trademark Rights, Net Patent and trademark rights consist of the following (in thousands): Schedule of Patent and Trademark Rights March 31, 2026 December 31, 2025 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Patents $ 2,185 $ ( 582 ) $ 1,603 $ 2,150 $ ( 551 ) $ 1,599 Trademarks 182 ( 123 ) 59 182 ( 120 ) 62 Net amortizable patents and trademarks rights $ 2,367 $ ( 705 ) $ 1,662 $ 2,332 $ ( 671 ) $ 1,661 Patent and trademark rights acquisitions, abandonments and amortization (in thousands): Schedule of Changes in Patents, Trademark Rights December 31, 2025 $ 1,661 Acquisitions 35 Abandonments — Amortization ( 34 ) March 31, 2026 $ 1,662 Patents and trademarks are stated at cost (primarily legal fees) and are amortized using the straight-line method over an estimated useful life of 17 years for patents and 10 years for trademarks. The weighted remaining average amortization period is 12 years for patents and 3 years for trademarks, respectively. The Company expenses annuity costs related to its trademarks and patents. Amortization of patents and trademarks for each of the next five years and thereafter is as follows: Schedule of Amortization of Patents and Trademarks Year Ending December 31, 2026 $ 115 2027 146 2028 140 2029 136 2030 127 Thereafter 998 Total $ 1,662 9 Note 7: Accrued Expenses Accrued expenses consist of the following: Schedule of Accrued Expenses March 31, 2026 December 31, 2025 (in thousands) March 31, 2026 December 31, 2025 Compensation $ 317 $ 218 Professional fees 217 303 Clinical trial expenses 30 20 Interest 34 64 Other expenses 73 190 Total $ 671 $ 795 Note 8: Unsecured Promissory Note During the years ended 2025 and 2024 the Company entered into three separate agreements with Streeterville Capital LLC (“Streeterville” or the “Lender”). The terms of the agreements are described below: Note 1 – On February 16, 2024, the Company (“Borrower”) entered into a Note Purchase Agreement with Streeterville Capital LLC (“Streeterville” or the “Lender”). Under the terms of the agreement, Streeterville paid the Company $ 2.5 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 %. The agreement allows the Lender to redeem up to $250 thousand per calendar month beginning in August 2024, upon providing written notice to Borrower. The Note further contains triggering events which can be remedied by the Lender requiring the Borrower to correct the triggering event, increasing the outstanding balance by applying the triggering effect, or making the Note immediately due and payable. During the 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. An 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. 10 Note 2 – On June 30, 2025, the Company (“Borrower”) entered into a Note and Note Purchase Agreement with Streeterville Capital LLC (“Streeterville” or the “Lender”). Under the terms of the agreements, Streeterville paid the Company $ 250 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 28, 2025. On August 12, 2025, the Company repaid the note in full. Note 3 – On November 18, 2025, the Company (“Borrower”) entered into a Note Purchase Agreement with Streeterville Capital LLC (“Streeterville” or the “Lender”). Under the terms of the agreement, Streeterville paid the Company $ 2.5 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 %. The agreement allows the Lender to redeem up to $250 thousand per calendar month beginning in May 2026, upon providing written notice to Borrower. The Note further contains triggering events which can be remedied by the Lender requiring the Borrower to correct the triggering event, increasing the outstanding balance by applying the triggering effect, or making the Note immediately due and payable. Maturities and charges associated with these notes are summarized below: Debt schedule at March 31, 2026 (in thousands) Schedule of Long Term Debt Note 1 Note 2 Note 3 Total Long-term debt $ 1,626 $ — $ 3,214 $ 4,840 Unamortized Original issue discount — — ( 610 ) ( 610 ) Unamortized Financing fees — — ( 16 ) ( 16 ) Unamortized discount and debt issuance costs 1,626 — 2,588 4,214 Less current portion of long-term debt, net ( 1,626 ) — ( 2,378 ) ( 4,004 ) Long-term debt, net $ — $ — $ 210 $ 210 Future 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: Note 1 Note 2 Note 3 Total 2026 $ 1,626 $ — $ 2,000 $ 3,626 2027 — — 588 588 Total $ 1,626 $ — $ 2,588 $ 4,214 Current portion of debt discount $ — $ — $ 362 $ 362 Current portion of origination costs $ — $ — $ 10 $ 10 Debt schedule at December 31, 2025 (in thousands): Note 1 Note 2 Note 3 Total Long-term debt $ 1,984 $ — $ 3,301 $ 5,285 Unamortized Original issue discount ( 49 ) — ( 740 ) ( 789 ) Unamortized Financing fees ( 1 ) — ( 19 ) ( 20 ) Unamortized discount and debt issuance costs 1,934 — 2,542 4,476 Less current portion of long-term debt, net $ ( 1,934 ) $ — $ ( 1,615 ) $ ( 3,549 ) Long-term debt, net $ — $ — $ 927 $ 927 11 Future maturities for long-term debt as of December 31, 2025 were as follows (in thousands): Fiscal years ending December 31: Note 1 Note 2 Note 3 Total 2025 $ 1,934 $ — $ 1,615 $ 3,549 2026 — — 927 927 Total $ 1,934 $ — $ 2,542 $ 4,476 Current portion of debt discount $ 49 $ — $ 374 $ 423 Current portion of origination costs $ 1 $ — $ 10 $ 11 Interest and other charges related to the Streeterville notes were as follows (in thousands): Schedule of Interest and Other Charges Three months ended March 31, 2026 Note 1 Note 2 Note 3 Total Interest $ 44 $ — $ 84 $ 128 Original issue discount amortization 49 — 127 176 Total interest charges $ 93 $ — $ 211 $ 304 Loan fee amortization $ 1 $ — $ 2 $ 3 Three months ended March 31, 2025 Note 1 Note 2 Note 3 Total Interest $ 56 $ — $ — $ 56 Original issue discount amortization 68 — — 68 Total interest charges $ 124 $ — $ — $ 124 Loan fee amortization $ 3 $ — $ — $ 3 Note 9: Leases The Company leases office and lab facilities and other equipment under non-cancellable operating leases with initial terms typically ranging from 1 to 5 years, expiring at various dates during 2026 through 2027, and requiring monthly payments ranging from less than $ 1 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 leases. At 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. AIM recognized rent expense associated with these leases are follows: Schedule of AIM Recognized Rent Expense Associated with Operating Lease March 31, 2026 March 31, 2025 (in thousands) March 31, 2026 March 31, 2025 Lease costs: Operating lease costs $ 68 $ 78 Short-term and variable lease costs 69 80 Total lease costs $ 137 $ 158 Classification of lease costs Research & development $ 101 $ 108 General and administrative 36 50 Total lease costs $ 137 $ 158 The Company’s leases have remaining lease terms between 6 and 17 months. As of March 31, 2026, the weighted-average remaining term was 16 months. At December 31, 2025, the weighted-average remaining term was 20 months. The Company’s weighted average incremental borrowing rate for its leases was 10 % at March 31, 2026 and December 31, 2025. Future minimum payments as of March 31, 2026, are as follows: Schedule of Operating Lease Future Payments Year Ending December 31, (in thousands) 2026 $ 204 2027 169 Less imputed interest ( 13 ) Total $ 360 12 Note 10: Research, Consulting and Supply Agreements The Company has entered into research, consulting and supply agreements with third party service providers to perform research and development activities on therapeutics, including clinical trials. The identification of research and development costs involves reviewing open contracts and purchase orders, communicating with applicable company and third-party personnel to identify services that have been performed, and corroborating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of actual expenses. The Company expenses these research and development costs when incurred. Schedule of Research and Development Expenses 2026 2025 For three months ended March 31, 2026 2025 (in thousands) Clinical studies $ 185 $ 594 Manufacturing & Engineering 70 180 Quality control 198 230 Regulatory 29 76 Totals $ 482 $ 1,080 The following summarizes the most substantial of our contracts relating to research, consulting, and supply costs for AIM as they related to research and development costs for the three months ended March 31, 2026. Amarex Clinical Research LLC Amarex is the principal administrator of several of AIM’s largest clinical studies. AIM has multiple contracts with Amarex Clinical Research LLC (“Amarex”). During the 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 $ 8.4 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 complete. ● Post-COVID Conditions - In September 2022, AIM executed a work order with Amarex, pursuant to which Amarex is managing a Phase 2 trial in patients with Post-COVID Conditions. AIM is sponsoring the study. AIM anticipates that the study will cost approximately $ 6.4 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 $ 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. The final subject completed the clinical trial in 2023. The end of study close-out tasks finished in 2025. 13 Costs incurred pursuant to the Amarex agreements were as follows (thousands): 2026 2025 For the three months ended March 31, 2026 2025 Pancreatic Cancer $ 13 $ 3 Post Covid Conditions — 102 Total $ 13 $ 105 Sterling Pharma Solutions In 2022, the Company entered into a Master Service Agreement and a Quality Agreement with Sterling Pharma Solutions (“Sterling”) for the manufacture of the Company’s Poly I and Poly C12U polynucleotides and transfer of associated test methods at Sterling’s Dudley, UK location to produce the polymer precursors to manufacture the drug Ampligen. Costs incurred pursuant to the Sterling Pharma agreements were as follows (thousands): 2026 2025 For the three months ended March 31, 2026 2025 Total $ 23 $ — Azenova Sales International 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. Costs incurred pursuant to the Azenova agreements were as follows (thousands): 2026 2025 For the three months ended March 31, 2026 2025 Total $ — $ 15 14 Alcami In September 2023, the Company entered into an agreement with Alcami Corporation to perform an extractables study for a primary packaging component. The agreement called for fixed costs of $ 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. Costs incurred pursuant to the Alcami agreements were as follows (thousands): 2026 2025 For the three months ended March 31, 2026 2025 Research and development expenses $ — $ 7 Note 11: 401(k) Plan AIM has a defined contribution plan, entitled the AIM ImmunoTech Employees 401(k) Plan and Trust Agreement (the “401(k) Plan”). AIM’s full-time employees are eligible to participate in the 401(k) Plan following 61 days of employment. Subject to certain limitations imposed by federal tax laws, participants are eligible to contribute up to 15 % of their salary (including bonuses and/or commissions) per annum. Participants’ contributions to the 401(k) Each participant immediately vests in his or her deferred salary contributions as well as the Company’s safe harbor contributions. A 6 % safe harbor matching contribution by us was reinstated effective January 1, 2021. For the 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. Note 12: Equity-Based Compensation The 2018 Equity Incentive Plan, effective September 12, 2018, as amended and restated on August 19, 2019 (the “2018 Equity Incentive Plan”) authorizes the grant of (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards. After the 100:1 reverse stock split which was effective on June 12, 2025, a maximum of 8,980 shares of common stock were reserved for potential issuance pursuant to awards under the 2018 Equity Incentive Plan. The number of shares of the Company’s common stock available for grant and issuance under the 2018 Equity Incentive Plan is subject to an annual increase on July 1 of each calendar year, by an amount equal to two percent (2%) of the then outstanding shares of the Company’s common stock (the “2018 Plan Evergreen Provision”). The number of shares issuable under the 2018 Equity Incentive Plan increased annually pursuant to the 2018 Plan Evergreen Provision. On July 1, 2025, the number of shares of the Company’s common stock available for grant and issuance under the 2018 Equity Incentive Plan increased by an additional 15,283 shares. As a result of the 2018 Plan Evergreen Provisions, a maximum of 24,263 shares of common stock is reserved for potential issuance pursuant to awards under the 2018 Equity Incentive Plan as of March 31, 2026. Unless sooner terminated, the 2018 Equity Incentive Plan will continue in effect for a period of 10 years from its effective date. During the three months ended March 31, 2026, and 2025, there were no options granted. As part of the Company’s cash conservation strategy, the Company issued common stock as a substitute for cash salaries to certain executives and directors. For the year ended December 31, 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. The fair value of each option and equity warrant award is estimated on the date of grant using a Black-Scholes-Merton option pricing valuation model. Expected volatility is based on the historical volatility of the price of the Company’s stock. The risk-free interest rate is based on U.S. Treasury issues with a term equal to the expected life of the option and equity warrant. The Company uses historical data to estimate expected dividend yield, expected life and forfeiture rates. 15 Stock options activity during the three months ended March 31, 2026, was as follows: Stock option activity for employees: Schedule of Stock Option Activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding January 1, 2026 21,911 $ 244.40 9.56 $ — Granted — — — — Forfeited — — — — Expired — — — — Outstanding March 31, 2026 21,911 $ 244.40 9.56 $ — Vested and expected to vest March 31, 2026 21,911 $ 244.40 9.56 $ — Exercisable March 31, 2026 21,911 $ 154.66 5.53 $ — Stock option activity for non-employees: Schedule of Stock Option Activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding January 1, 2026 6,721 $ 185.06 12.15 $ — Granted — — — — Forfeited — — — — Expired — — — — Outstanding March 31, 2026 6,721 $ 185.06 12.15 $ — Vested and expected to vest March 31, 2026 6,721 $ 185.06 12.15 $ — Exercisable March 31, 2026 6,721 $ 150.99 12.52 $ — There was no unvested stock option activity for employees and non-employees. Stock-based 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. Note 13: Stock Warrants On May 31, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) to complete an offering (the “Transactions”) with a single accredited investor (the “Purchaser”), pursuant to which, on June 3, 2024, the Company issued to the Purchaser, (i) in a registered direct offering, 56,410 shares of the Company’s common stock (the “Shares”) and (ii) in a concurrent private placement, the Company issued to the Purchaser Class A common warrants to purchase an aggregate of up to 56,410 shares of its common stock (the “A Warrants”) at an exercise price of $ 36.30 per share and Class B common warrants to purchase an aggregate of up to 56,410 shares of its common stock (the “B Warrants” and, along with the A Warrants, the “Common Warrants”) at an exercise price of $ 36.30 per share. On September 30, 2024, the Company entered into a Purchase Agreement with the Purchaser in the May 2024 Securities Purchase Agreement as Purchaser, pursuant to which the Company issued to the Purchaser, (i) in a registered direct offering, 46,530 shares of its common stock (“Shares”) and (ii) in the concurrent Private Placement, Class C and Class D Warrants, each to purchase an aggregate of up to 46,530 Shares (the “Common Warrant Shares”) each with an exercise price of $ 28.00 . The Class C and Class D Warrants together, hereinafter the “Common Warrants”. The purchase price for Shares in the registered direct offering was $ 28.00 per Share. 16 On July 30, 2025, the Company announced closing a public offering of an aggregate of 2,000,000 shares of its common stock (or pre-funded warrants in lieu thereof), Class E warrants to purchase up to 2,000,000 shares of common stock, and Class F warrants to purchase up to 2,000,000 shares of common stock, at a combined public offering price of $ 4.00 per share (or $ 3.999 per pre-funded warrant) and accompanying warrants. The warrants 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. Maxim Group LLC acted as sole placement agent in connection with this offering. Based on a review of the Class E and F Warrants, it was determined that the warrants met the liability criteria 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. On December 30, 2025, we declared a stock dividend of one share of common stock for every 1,000 shares of outstanding common stock as well as one share of common stock for every outstanding option or warrant that has a right to receive stock dividends (“Alternate Securities”). On January 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. On 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 date. 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. Stock warrants are issued as needed by the Board of Directors and have no formal plan. The fair value of each warrant award is estimated on the date of grant using a Black-Scholes-Merton pricing option valuation model. Expected volatility is based on the historical volatility of the price of the Company’s stock. The risk-free interest rate is based on U.S. Treasury issues with a term equal to the expected life of the warrant. The Company uses historical data to estimate expected dividend yield, life and forfeiture rates. The expected life of the warrants was estimated based on historical option holder’s behavior and represents the period of time that options are expected to be outstanding. For further information, please refer to Note 14. Note 14: Stockholders’ Equity (a) Preferred Stock The Company is authorized to issue 5,000,000 shares of $ 0.01 par value preferred stock with such designations, rights and preferences as may be determined by the Board. Of our authorized preferred stock, 4,000,000 shares have been designated as Series A Junior Participating Preferred Stock and 10,000 shares have been designated as Series B Convertible Preferred Stock. 17 Series A Junior Participating Preferred Stock On May 10, 2023, the Company filed a Certificate of Increase in Delaware, increasing the number of preferred stock designated as Series A Junior Participating Preferred Stock to 4,000,000 from 250,000 shares. At March 31, 2026, there were no Series A Junior Participating Preferred Stock outstanding. Series B Convertible Preferred Stock The Company has designated 10,000 shares of its preferred stock as Series B Convertible Preferred Stock (the “Preferred Stock”). Each share of Preferred Stock has a par value of $ 0.01 per share and a stated value equal to $ 1 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. At March 31, 2026, there were no Series B Convertible Preferred Stock outstanding. Series G Convertible Preferred Stock March 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 Stock”). The number of shares initially constituting the Series G Preferred Stock was set at 12,000 shares. Each 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. In 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. Holders 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. Upon the 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. On 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. At 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. 18 (b) Common Stock and Equity Finances The Company has authorized shares of 350,000,000 with specific limitations and restrictions on the usage of 8,000,000 of the 350,000,000 authorized shares. As of March 31, 2026, and December 31, 2025, there were 8,223,782 and 3,069,875 shares of common stock issued and outstanding, respectively. Employee Stock Purchase Plan (Not equity compensation) On July 7, 2020, the Board approved a plan pursuant to which all directors, officers, and employees could purchase from the Company up to an aggregate of $ 500 thousand worth of shares at the market price (including subsequent plans, the “Employee Stock Purchase Plan”). Pursuant 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 NYSE American and the purchase cannot be effected until the NYSE American accepts the SLAP. During 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 plan. During 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. 2026 Rights Plan On March 6, 2026, the Company completed a rights offering (the “2026 Rights Offering”) to its stockholders and to holders of certain of its outstanding options and warrants that had the right to participate in the 2026 Rights Offering, 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. For 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. Equity Distribution Agreement On April 19, 2023, the Company entered into an Equity Distribution Agreement (the “EDA”), with Maxim, pursuant to which it may sell from time to time, shares of its common stock having an aggregate offering price of up to $ 8.5 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 Statement. Under the terms of the EDA, Maxim is entitled to a transaction fee at a fixed rate of 3.0 % of the gross sales price of shares sold under the EDA. For the 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. On April 1, 2025, the Company entered into a new EDA, with Maxim (the “Sales Agreement”) pursuant to which it may issue and sell up to an aggregate of $ 3 million 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). 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. 19 The Company will pay Maxim in cash, upon each sale of the common stock pursuant to the Sales Agreement, a commission in an amount equal to 3.0 % of the aggregate gross proceeds from each sale of common stock. Because there is no minimum offering amount required as a condition to this offering, the actual total public offering amount, commissions and proceeds to the Company, if any, are not determinable at this time. The Company has agreed, under certain circumstances, to reimburse a portion of Maxim’s expenses, including legal fees up to a maximum of $ 50 thousand, and $ 5 thousand on a quarterly basis thereafter. Equity Purchase Agreement On March 28, 2024, the Company entered into a purchase agreement and a registration rights agreement with Atlas Sciences, LLC (“Atlas”), pursuant to which Atlas committed to purchase up to $ 15 million of common stock of the Company for a period of 24 months from the date of the purchase agreement. No assurance can be given as to the actual amount that will be raised pursuant to the purchase agreement. Under the terms of the purchase agreement, the Company, at its sole discretion, shall have the right to issue Put shares to the Investor at 95 % of the Market Price of the shares on the day of trade. Sales under the purchase agreement are limited to a daily maximum of the lessor of: $ 500 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. In April 2024, the Company filed a registration statement with the SEC on Form S-1 registering a total of 99,750 shares for resale pursuant to the Atlas Agreements, consisting of 96,364 shares that can be sold by the Company to Atlas and 3,386 shares that were issued to Atlas as Commitment Shares. The registration statement was declared effective on May 1, 2024. At December 31, 2024, a total of 7,596 shares were issued pursuant to the purchase agreement for a total of $ 128 thousand after clearing costs. 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 active. Securities Purchase Agreement May 2024 Securities Purchase Agreement On May 31, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) to complete an offering (the “Transactions”) with a single accredited investor (the “Purchaser”), pursuant to which, on June 3, 2024, the Company issued to the Purchaser, (i) in a registered direct offering, 56,410 shares of the Company’s common stock (the “Shares”) and (ii) in a concurrent private placement, the Company issued to the Purchaser Class A common warrants to purchase an aggregate of up to 56,410 shares of its common stock (the “A Warrants”) at an exercise price of $ 36.30 per share and Class B common warrants to purchase an aggregate of up to 56,410 shares of its common stock (the “B Warrants” and, along with the A Warrants, the “Common Warrants”) at an exercise price of $ 36.30 per share. The A Warrants and B Warrants are not exercisable for six months after the issuance date and expire, respectively, five years and six months and twenty-four months after the issuance date. The Common Warrants and the shares of common stock are issuable upon the exercise of such warrants are offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. The Shares were offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-262280), which was declared effective on February 4, 2022. Pursuant to the terms of the Purchase Agreement, subject to certain exceptions, the Company could not issue any equity securities for 60 days following the issuance date, provided that the Company was able to utilize its at-the-market offering program with Maxim Group LLC (the “Placement Agent”) after 30 days. Additionally, the Company cannot enter into a variable rate transaction (other than the ATM program with the Placement Agent) for 120 days after the issuance date. In addition, the Company’s executive officers and each of the Company’s directors have entered into lock-up agreements with the Company pursuant to which each of them has agreed not to, for a period of 90 days from the closing of the Transactions, offer, sell, transfer or otherwise dispose of the Company’s securities, subject to certain exceptions. The exercise price of the Common Warrants, and the number of Common Warrant Shares, are subject to adjustment in the event of any stock dividend or split, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Common Warrants. If a Fundamental Transaction (as defined in the Common Warrants) occurs, then the successor entity will succeed to, and be substituted for the Company, and may exercise every right and power that the Company may exercise and will assume all of its obligations under the Common Warrants with the same effect as if such successor entity had been named in the warrant itself. Common Warrant Holders will have additional rights defined in the Common Warrants. The Common Warrants are exercisable on a “cashless” basis only if there is not a current registration statement permitting public resale. In this regard, the Company filed a registration statement to register the resale of the Common Warrant Shares providing for the resale of the Shares issued and issuable upon exercise of the Common Warrants. That registration statement was declared effective by the SEC on July 11, 2024. The Company has agreed to use commercially reasonable efforts to cause such registration statement to keep such registration statement effective at all times until no Purchaser owns any Warrants or Warrant Shares issuable upon exercise thereof. 20 Maxim Group LLC acted as the placement agent on a “commercially reasonable best efforts” basis, in connection with the Transactions pursuant to the Placement Agency Agreement, dated May 31, 2024 (the “Placement Agency Agreement”), by and between the Company and the Placement Agent. Pursuant to the Placement Agency Agreement, the Placement Agent was paid a cash fee of 8 % of the aggregate gross proceeds paid to the Company for the securities sold in the Transactions and reimbursement of certain out-of-pocket expenses. The Company evaluated the Common Warrants under the guidance of ASC 480 – Distinguishing Liabilities from Equity and determined that they were in scope under the guidance as freestanding financial instruments but did not meet the criteria for liability classification and are classified as equity within the consolidated financial statements. Proceeds allocated to such warrants totaled $ 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. September 2024 Securities Purchase Agreement On September 30, 2024, the Company entered into a Purchase Agreement with the Purchaser in the May 2024 Securities Purchase Agreement as Purchaser, pursuant to which the Company issued to the Purchaser, (i) in a registered direct offering, 46,530 shares of its common stock (“Shares”) and (ii) in the concurrent Private Placement, Class C and Class D Warrants, each to purchase an aggregate of up to 46,530 Shares (the “Common Warrant Shares”) each with an exercise price of $ 28.00 . The Class C and Class D Warrants together, hereinafter the “Common Warrants”. The purchase price for Shares in the registered direct offering was $ 28.00 per Share. The Company received aggregate gross proceeds from the Transactions of $ 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 thereunder. The Class C Warrants and the Class D Warrants were not exercisable until December 3, 2024, and will expire, respectively, twenty-four months and five years and six months after that date. The Company evaluated the Common Warrants under the guidance of ASC 480 – Distinguishing Liabilities from Equity and determined that they were in scope under the guidance as freestanding financial instruments but did not meet the criteria for liability classification and are classified as equity within the consolidated financial statements. Proceeds allocated to such warrants totaled $ 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. July 2025 Public Offering On July 30, 2025, the Company announced closing a public offering of an aggregate of 2,000,000 shares of its common stock (or pre-funded warrants in lieu thereof), Class E Warrants to purchase up to 2,000,000 shares of common stock, and Class F Warrants to purchase up to 2,000,000 shares of common stock, at a combined public offering price of $ 4.00 per share (or $ 3.999 per pre-funded warrant) and accompanying warrants. The warrants 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. Maxim Group LLC acted as sole placement agent in connection with this offering. Based on a review of the Class E and F Warrants, it was determined that the warrants met the liability criteria 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. On December 30, 2025, we declared a stock dividend of one share of common stock for every 1,000 shares of outstanding common stock as well as one share of common stock for every outstanding option or warrant that has a right to receive stock dividends (“Alternate Securities”). On January 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. For 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. 21 Note 15: Net Loss Per Share Basic and diluted net loss per share is computed using the weighted average number of shares of common stock outstanding during the period. Equivalent common shares, consisting of 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. Note 16: Fair Value Fair Value The Company complies with the provisions of FASB ASC 820 “Fair Value Measurements” for its financial and non-financial assets and liabilities. ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. The fair values of cash and cash equivalents, other assets, accounts payable and accrued expenses approximate their carrying values due to the short-term maturities of these items and are considered a Level 1 instrument of the fair value measurements standard. The Company also has certain warrants with a cash settlement feature in the occurrence of a Fundamental Transaction. The fair value of the Class A and Class B warrants (“June 2024 Warrants”) related to the Company’s June 2024 common stock and warrant issuance, are calculated using a Black-Scholes 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 (“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. The 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. The Company utilized the following assumptions to estimate the fair value of the Class A Warrants: Schedule of Assumptions to Estimate Fair Value of Warrants June 30, 2024 Underlying price per share $ 35.00 Exercise price per share $ 36.30 Risk-free interest rate 4.42 % Expected holding period 5.5 years Expected volatility 110 % Expected dividend yield — Warrants measurement input — 22 The Company utilized the following assumptions to estimate the fair value of the Class B Warrants: June 30, 2024 Underlying price per share $ 35.00 Exercise price per share $ 36.30 Risk-free interest rate 4.82 % Expected holding period 2 years Expected volatility 89 % Expected dividend yield — Warrants measurement input — The Company utilized the following assumptions to estimate the fair value of the Class C Warrants: October 1, 2025 Underlying price per share $ 26.00 Exercise price per share $ 28.00 Risk-free interest rate 3.6 % Expected holding period 2 years Expected volatility 82 % Expected dividend yield — Warrants measurement input — The Company utilized the following assumptions to estimate the fair value of the Class D Warrants: October 1, 2025 Underlying price per share $ 26.00 Exercise price per share $ 28.00 Risk-free interest rate 3.5 % Expected holding period 5.5 years Expected volatility 91 % Expected dividend yield — Warrant measurement input — The Company utilized the following assumptions to estimate the fair value of the Class E Warrants: December 31, January 20, 2025 2026 Underlying price per share $ 1.13 $ 1.18 Exercise price per share $ 1.44 $ 1.439 Risk-free interest rate 3.7 % 3.8 % Expected holding period 4.58 years 4.52 years Expected volatility 106 % 107 % Expected dividend yield — — Warrant measurement input — — 23 The Company utilized the following assumptions to estimate the fair value of the Class F Warrants: December 31, January 20, 2025 2026 Underlying price per share $ 1.13 $ 1.18 Exercise price per share $ 1.44 $ 1.439 Risk-free interest rate 3.5 % 3.5 % Expected holding period 1.09 years 1.03 years Expected volatility 168 % 172 % Expected dividend yield — — Warrant measurement input — — The Company utilized the following assumptions to estimate the fair value of the Class G Warrants: March 6, 2026 Underlying price per share $ 0.694 Exercise price per share $ 1.00 Risk-free interest rate 3.5 % Expected holding period 5 years Expected volatility 104 % Expected dividend yield — Warrant measurement input — The 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. Treasury constant maturities for periods commensurate with the remaining expected holding periods of the warrants. (ii) Expected Holding Period . The expected holding period represents the period of time that the Warrants are expected to be outstanding until they are exercised. The Company utilizes the remaining contractual term of the Warrants at each valuation date as the expected holding period. (iii) Expected Volatility . Expected stock volatility is based on daily observations of the Company’s historical stock values for a period commensurate with the remaining expected holding period on the last day of the period for which the computation is made. (iv) Expected Dividend Yield . The expected dividend yield is based on the Company’s anticipated dividend payments over the remaining expected holding period. As the Company has never issued dividends, the expected dividend yield is 0 % and this assumption will be continued in future calculations unless the Company changes its dividend policy. (v) Expected Probability of a Fundamental Transaction. Put rights arise if a Fundamental Transaction 1) is an all cash transaction; (2) results in the Company going private; or (3) is a transaction involving a person or entity not traded on a national securities exchange. The Company believes such an occurrence is unlikely because: 1. The Company only has one product that is FDA approved but is currently not available for commercial sales. 2. The Company will have to perform additional clinical trials for FDA approval of its flagship product. 3. Industry and market conditions continue to include uncertainty, adding risk to any transaction. 4. The nature of a life sciences company is heavily dependent on future funding and high fixed costs, including Research & Development. 5. The Company has minimal revenues streams which are insufficient to meet the funding needs for the cost of operations or construction at their manufacturing facility; and 6. The Company’s Rights Agreement and Executive Agreements make it less attractive to a potential buyer. 24 With the above factors utilized in analysis of the likelihood of the Put’s potential Liability, the Company estimated the range of probabilities related to a Put right being triggered as: Schedule of Range of Probabilities Range of Probability Probability Low 0.5 % Medium 1.0 % High 5.0 % The Black-Scholes Model has incorporated a 5.0 % probability of a Fundamental Transaction to date for the life of the securities. (vi) Expected Timing of Announcement of a Fundamental Transaction. As the Company has no specific expectation of a Fundamental Transaction, for reasons elucidated above, the Company utilized a discrete uniform probability distribution over the Expected Holding Period to model in the potential announcement of a Fundamental Transaction occurring during the Expected Holding Period. (vii) Expected 100 Day Volatility at Announcement of a Fundamental Transaction . An estimate of future volatility is necessary as there is no mechanism for directly measuring future stock price movements. Daily observations of the Company’s historical stock values for the 100 days immediately prior to the Warrants’ grant dates, with a floor of 100%, were utilized as a proxy for future volatility estimates. (viii) Expected Risk-Free Interest Rate at Announcement of a Fundamental Transaction . The Company utilized a risk-free interest rate corresponding to the forward U.S. Treasury rate for the period equal to the time between the date forecast for the public announcement of a Fundamental Transaction and the Warrant expiration date for each simulation. (ix) Expected Time Between Announcement and Consummation of a Fundamental Transaction. The expected time between the announcement and the consummation of a Fundamental Transaction is based on the Company’s experience with the due diligence process performed by acquirers and is estimated to be six months. The Black-Scholes Model approach incorporates this additional period to reflect the delay Warrant Holders would experience in receiving the proceeds of the Put. While the assumptions remain consistent from period to period (e.g., utilizing historical stock prices), the actual historical prices input for the relevant period input change. The Company accounts for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. AIM categorizes each of its fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are: 1. Level 1 – Quoted prices are available in active markets for identical assets or liabilities at the reporting date. Generally, this includes debt and equity securities that are traded in an active market. 2. Level 2 – Observable inputs other than Level 1 prices such as quote prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Generally, this includes debt and equity securities that are not traded in an active market. 3. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. As of December 31, 2025, the Company has classified the warrants with cash settlement features as Level 3. Management evaluates a variety of inputs and then estimates fair value based on those inputs. As discussed above, the Company utilized the Black-Scholes Model in valuing the warrants. The Company’s marketable securities consist solely of mutual funds. We determine realized gains and losses for marketable securities using the specific identification method and measure the fair value of our marketable securities using a market approach where identical or comparable prices are available. If quoted market prices are not available, fair values of investments are determined using prices from a pricing service, pricing models, quoted prices of investments with similar characteristics or discounted cash flow models. 25 The table below presents the balances of assets and liabilities measured at fair value on a recurring basis by level within the hierarchy as (in thousands): Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis As of March 31, 2026 Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 1,937 $ 1,937 $ — $ — Marketable securities $ 63 $ 63 $ — $ — As of December 31, 2025 Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 931 $ 931 $ — $ — Marketable securities $ 62 $ 62 $ — $ — Liabilities: Warrant liability $ 8,244 $ — $ — $ 8,244 Note 17: Subsequent Events On 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 per share. 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 million. 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 million. The 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. The 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. Pursuant 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. On May 8, 2026, the Company closed the Inducement Transaction and received aggregate gross proceeds of approximately $ 3.6 million and issued the Inducement Warrants. 26