What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-07 compared with 2026-05-15 · 826 added, 496 removed, 694 unchanged (66% of the section changed)

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thousands, except for share and per share amounts)

March 31, 2026 and Audited December 31, 2025)

Current assets:

and cash equivalents

expenses and other current assets

June 30, 2026 and Audited December 31, 2025)

June 30, 2026

December 31, 2025

Current assets:

Cash and cash equivalents

Marketable investments

Other receivables

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Right of use asset, net

Patent and trademark rights,

AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

portion of operating lease liability

portion of note payable, net

Patent and trademark rights, net

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

Accounts payable

Accrued expenses

Current portion of operating lease liability

Current portion of note payable, net

Total current liabilities

Long-term liabilities:

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

Operating lease liability

Long-term note payable

Warrant liability

Total liabilities

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 June 30, 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;

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

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

as of June 30, 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:

529 and 0 issued and outstanding as of June 30, 2026, and December 31, 2025, respectively

Common Stock, $ 0.001 par value, authorized shares - 350,000,000 ;

350,000,000 ;

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

issued and outstanding shares 28,990,073 and 3,069,875 as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

Accumulated deficit

stockholders’ equity (deficit)

liabilities and stockholders’ equity (deficit)

Total stockholders’ equity (deficit)

Total liabilities and stockholders’ equity

accompanying notes to condensed consolidated financial statements.

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thousands, except share and per share data)

months ended March 31,

treatment programs – US

Three months ended June 30,

Six months ended June 30,

Clinical treatment programs - US

Total Revenues

Costs and Expenses:

and development

and administrative

Production costs

Research and development

General and administrative

Total Costs and Expenses

Operating loss

(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

Basic and diluted loss per

Gain (Loss) on investments

Interest and other income

Interest expense and other finance costs

Loss on change in fair value of warrant liability

Basic and diluted loss per share

Weighted average shares outstanding basic and diluted

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Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

thousands except share data)

Stockholders’

December 31, 2025

the Six Months Ended June 30, 2026 and 2025 (in thousands except share data) (Unaudited)

Series G Preferred Shares

Common Stock Shares

.001 Par Value

Accumulated Deficit

Stockholders’ Equity

Balance December 31, 2025

$ ( 440,786 )

Stock issuance, net of costs

Shares issued for:

Common 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

Conversion of Series G Preferred Stock to Common Stock

Warrant Exercise

Reclass of Warrants E & F

Repayment of debt with shares

Net comprehensive loss

Balance March 31, 2026

$ ( 443,809 )

Shares issued for:

Common stock issuance, net of costs

Conversion of Series G Preferred Stock to Common Stock

Warrant Exercise

Registered Direct Offering

Issuance Costs

Net comprehensive loss

Balance June 30, 2026

$ ( 447,597 )

Series G Preferred Shares

Common Stock Shares

.001 Par Value

Accumulated Deficit

Stockholders’

December 31, 2024

Balance December 31, 2024

$ ( 426,828 )

Shares issued for:

Common stock issuance, net of costs

Equity-based compensation

Repayment of Debt with Shares

Net comprehensive loss

Balance March 31, 2025

$ ( 430,533 )

Stock issuance, net of costs

based compensation

of Debt with shares

comprehensive loss

March 31, 2025

$ ( 430,533 )

Common stock issuance, net of costs

Adjustment for fractional shares

Net comprehensive loss

Balance June 30, 2025

$ ( 433,327 )

accompanying notes to condensed consolidated financial statements.

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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

flows from investing activities:

from sale of marketable investments

of marketable investments

abandonment of patent and trademark rights

the Six Months Ended June 30, 2026 and 2025

Cash flows from operating activities:

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

Depreciation and Amortization

Abandonment and expiration of patents and trademark rights

Equity-based compensation

Gain on sale of marketable investments

Change in fair value of warrants

Loss on issuance of warrants

Change in assets and liabilities:

Prepaid expenses and other assets

Lease liability

Accounts payable and Accrued Expenses

Other receivables

Net cash used in operating activities

Cash flows from investing activities:

Proceeds from sale of marketable investments

Purchase of marketable investments

Purchase of patent and trademark rights

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

Cash flows from financing activities:

Proceeds from sale of stock, net of issuance costs

Proceeds from note payable, net of issuance costs

Proceeds from warrant exercise

Repayment of debt obligation

Proceeds from Registered Direct Offerings

Proceeds from Rights Offering

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:

Unrealized gain on marketable investments

Repayment of debt obligation with shares

accompanying notes to condensed consolidated financial statements.

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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

Ampligen across multiple cancers as a potential therapy that modifies the tumor microenvironment

with the goal of increasing anti-tumor responses to checkpoint inhibitors.

Ampligen’s antiviral activities and potential use as a prophylactic or treatment for

existing viruses, new viruses and mutated viruses thereof.

Ampligen as a treatment for myalgic encephalomyelitis/chronic fatigue syndrome (“ME/CFS”)

and fatigue and/or the Post-COVID condition of fatigue.

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

as an intranasal vaccine for influenza, including avian influenza.

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.

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

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

Ampligen across multiple cancers as a potential therapy that modifies the tumor microenvironment with the goal of increasing anti-tumor

responses to checkpoint inhibitors.

Ampligen’s antiviral activities and potential use as a prophylactic or treatment for existing viruses, new viruses and mutated

viruses thereof.

Ampligen as a treatment for myalgic encephalomyelitis/chronic fatigue syndrome (“ME/CFS”) and fatigue and/or the Post-COVID

condition of fatigue.

Ampligen as a vaccine adjuvant in the combination of Ampligen and AstraZeneca’s FluMist as an intranasal vaccine for influenza,

including avian influenza.

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

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 is expected to kill an estimated

100,000 people in the American and European Union markets — and more than 450,000 people worldwide in 2026.

When AIM looks at the

global health problem of pancreatic cancer, we see a large market for 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.

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

trials with positive data are a desirable 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;

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

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

“DURIPANC” study).

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

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

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

combination therapy.

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

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

and assessing quality of life.

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.

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.

As of June 30, 2026, all subjects have

been enrolled in the study and have received the first dose of study medication.

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

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and Going Concern

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.

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.

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 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.

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 operating cash outflows exceeded cash inflows from operating activities for the six months ended June 30, 2026.

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 NYSE American and trading in its common stock on the NYSE American was suspended.

This included 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 planned to 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 was not able to raise sufficient capital as

set forth in the Plan or by other means, it may have been unable to regain compliance with the NYSE American’s listing standards,

and its securities could have been 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 would automatically be suspended and the common stock would be subject to delisting.

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.

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

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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.

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.

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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.

January 20, 2026, the Company 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.

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.

May 7, 2026, the Company entered into a warrant exercise inducement offer letter agreement with certain holders of existing warrants,

pursuant to which the holders agreed to exercise their warrants in cash at a reduced exercise price for aggregate gross proceeds of approximately

$ 3.5 million in consideration of the Company’s agreement to issue new warrants upon such exercise.

May 21, 2026, the Company issued and sold 7,519,351 shares of common stock, par value $ 0.001 per share, and, in a concurrent private

placement, Class I warrants to purchase up to 15,038,702 shares of common stock to certain investors for aggregate gross proceeds of

approximately $ 2.4 million.

June 10, 2026, the Company issued and sold 2,554,119 shares of common stock and, in a concurrent private placement, 771,503 shares of

common stock, pre-funded warrants to purchase up to 1,782,616 shares of common stock, and Class J warrants to purchase up to 10,216,476

shares of common stock to certain investors for aggregate gross proceeds of approximately $ 2.6 million.

Following the closing of these

transactions, the Company satisfied the NYSE $ 6.0 stockholders equity requirement.

NYSE American formally notified the Company on June 12, 2026, confirming that the Company had successfully addressed and resolved all

deficiencies related to Sections 1003(a)(i), (ii), and (iii) of the NYSE American Company Guide.

As a result, the “below compliance”

(“.BC”) indicator was removed from the Company’s trading symbol for its common stock, and the Company was removed from

NYSE American’s list of noncompliant issuers on its website.

The Company will remain subject to NYSE American’s continued

listing monitoring procedures and remains committed to maintaining strong financial discipline and governance going forward.

Recent Accounting Pronouncements

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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.

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 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.

As of June 30, 2026 and at other various times throughout the six months ended

June 30, 2026, some accounts held at financial institutions were in excess of the federally insured limit of $ 250 thousand.

has not experienced any losses on these accounts and believes credit risk to be minimal.

Marketable Securities

securities consist of mutual funds.

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

At June 30, 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:

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

At June 30, 2026 and December 31, 2025, all securities were measured as Level 1 instruments of

the fair value measurements standard (See Note 16:

At June 30, 2026, and December 31, 2025 the Company held $ 64 thousand

and $ 62 thousand, respectively, in mutual funds.

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

Funds classified as available for sale consisted of $ 64 thousand at June 30, 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

the six-month period ended June 30, 2026 on equity securities.

There was no unrealized loss recognized for the six-month period ended

June 30, 2026 on equity securities still held.

Funds classified as available for sale consisted of $ 359 thousand at June 30, 2025.

The net loss recognized for the six-month period

ended June 30, 2025 on equity securities was ($ 68 ) thousand.

The unrealized gains recognized for the six-month period ended June 30,

2025 on equity securities still held was $ 85 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

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.

The net gain recognized for the six-month period ended June 30, 2025 on equity

securities was $ 18 thousand.

Property and Equipment, Net

of Property and Equipment

June 30, 2026

December 31, 2025

(in thousands)

Furniture, fixtures,

and equipment

June 30, 2026

December 31, 2025

Furniture, fixtures, and equipment

accumulated depreciation

Property and equipment,

Property and equipment, net

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

Depreciation expense for the three

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

and $ 10 thousand,

respectively.

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

assets, ranging from three 3 to

Depreciation expense for the six months

ended June 30, 2026 and 2025 was $ 17 thousand and $ 19 thousand, respectively.

Patents and Trademark Rights, Net

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of Patent and Trademark Rights

Carrying Value

amortizable patents and trademarks rights

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

June 30, 2026

December 31, 2025

Gross Carrying Value

Accumulated Amortization

Net Carrying Value

Gross Carrying Value

Accumulated Amortization

Net Carrying Value

Net amortizable patents and trademarks rights

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

of Changes in Patents, Trademark Rights

December 31, 2025

June 30, 2026

and trademarks are stated at cost (primarily legal fees) and are amortized using the straight-line method over an estimated useful life

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of Amortization of Patents and Trademarks

Ending December 31,

Year Ending December 31,

Accrued Expenses

expenses consist of the following:

(in thousands)

of Accrued Expenses

trial expenses

June 30, 2026

December 31, 2025

Professional fees

Clinical trial expenses

Other expenses

Unsecured Promissory Note

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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.

Under the original terms of the agreement, the Company agreed to 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 %.

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

May 18, 2026, the Company and the Lender entered into Amendment #2, which amended the Note and further extended the maturity date of

the Note until June 30, 2027.

Pursuant to the Amendment, the Company agreed to pay the Lender an extension fee in the amount of

$ 10 thousand.

The Extension Fee was added to the outstanding balance of the Note.

The Amendment also contains customary

representations and warranties of the Company, as well as a representation and warranty of the Company that, as of the date of the

Amendment, the outstanding balance of the Note, following the application of the Extension Fee, was approximately $ 1.7 million.

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

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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 Company agreed to 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,

The stated interest rate of the note is 10 %.

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and charges associated with these notes are summarized below:

schedule at March 31, 2026 (in thousands)

schedule at June 30, 2026 (in thousands):

Schedule of Long Term Debt

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Long-term debt, net

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

maturities for long-term debt as of June 30, 2026, were as follows (in thousands):

Schedule of Maturities of Long-Term Debt

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Other Charges

Three months ended March 31, 2026

Three months ended June 30, 2026

Original issue discount amortization

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Loan fee amortization

Three months ended March 31, 2025

Six months ended June 30, 2026

Original issue discount amortization

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Loan fee amortization

Three months ended June 30, 2025

Original issue discount amortization

Total interest charges

Loan fee amortization

Six months ended June 30, 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

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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

June 30, 2026 and December 31, 2025, the balance of the right of use assets was $ 260 thousand and $ 378 thousand, respectively, and the

corresponding operating lease liability balance was $ 300 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.

of accumulated amortization of $ 678 thousand and $ 560 thousand as of June 30, 2026 and December 31, 2025, respectively.

recognized rent expense associated with these leases are follows:

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Recognized Rent Expense Associated with Operating Lease

March 31, 2026

March 31, 2025

(in thousands)

March 31, 2026

March 31, 2025

Six months ended June 30,

(in thousands)

Operating lease costs

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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.

As of June 30, 2026, the weighted-average remaining term was

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.

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

borrowing rate for its leases was 10 % at June 30, 2026 and December 31, 2025.

minimum payments as of June 30, 2026, are as follows:

Schedule of Operating Lease Future Payments

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The Company expenses these research and development costs when incurred.

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

of Research and Development Expenses

For three months ended March 31,

(in thousands)

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Three months ended

Six months ended

(in thousands)

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Clinical studies

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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.

to research and development costs for the three months and six months ended June 30, 2026.

Clinical Research LLC

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LLC (“Amarex”).

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

During the six months ended June 30, 2026 and 2025, the Company incurred $ 118 thousand and $ 200 thousand,

respectively, related to these ongoing agreements:

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 $ 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.

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.

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

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

For the three months ended March 31,

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Three months ended

Six months ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Pancreatic Cancer

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Dudley, UK location to produce the polymer precursors to manufacture the drug Ampligen.

Subsequently,

on July 31, 2026, the Company entered into a proposal (the “Sterling Proposal Agreement”) with Sterling Pharma Solutions

(“Sterling”) that is related to the Master Service Agreement and a Quality Agreement entered into between the Company and

Sterling in 2022.

Pursuant to the Sterling Proposal Agreement, Sterling agreed to manufacture further batches of the polynucleotide drug

substances PolyI and Poly C12U and transfer of associated test methods at Sterling’s Dudley, UK location to produce the polymer

precursors to manufacture the drug Ampligen.

The estimated cost to the Company under the Sterling Proposal Agreement is approximately

$ 1.5 million to be paid over a period of 12 months, as set forth in more detail in the Sterling Proposal Agreement.

The Company anticipates

using the manufactured product for ongoing and future clinical trials, including potentially a Phase 3 clinical trial for metastatic

pancreatic cancer.

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

For the three months ended March 31,

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Three months ended

Six months ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

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.

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.

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):

For the three months ended March 31,

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Three months ended

Six months ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

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

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

For the three months ended March 31,

Research and development expenses

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

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Three months ended

Six months ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

and development expenses

has a defined contribution plan-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.

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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)

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 the Company’s safe harbor contributions.

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.

For the three months ended June 30, 2026 and June

30, 2025 the Company made $ 25 thousand and $ 19 thousand in contributions, respectively.

For the six months ended June 30, 2026 and

June 30, 2025, the Company made $ 47

thousand and $ 57 thousand in contributions, respectively.

Equity-Based Compensation

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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

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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.

of 24,263 shares of common stock is reserved for potential issuance pursuant to awards under the 2018 Equity Incentive Plan as of June

Subsequently, on July 1, 2026, the number of shares of the Company’s common stock available for grant and issuance under

the 2018 Plan increased by 580,661 shares.

Unless sooner terminated, the 2018 Equity Incentive Plan will continue in effect for a period

of 10 years from its effective date.

During the six months ended June 30, 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

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For the year ended December 31, 2025, there were 4,242 shares issued as compensation totaling $ 60 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.

During the six months ended June 30, 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

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

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

options activity during the three months ended June 30, 2026, was as follows:

option activity for employees:

Schedule of Stock Option Activity

Outstanding January 1, 2026

Outstanding March 31, 2026

Vested and expected to vest March 31, 2026

Exercisable March 31, 2026

Outstanding June 30, 2026

Vested and expected to vest June 30, 2026

Exercisable June 30, 2026

option activity for non-employees:

Schedule of Stock Option Activity

Outstanding January 1, 2026

Outstanding March 31, 2026

Vested and expected to vest March 31, 2026

Exercisable March 31, 2026

Outstanding June 30, 2026

Vested and expected to vest June 30, 2026

Exercisable June 30, 2026

options activity during the six months ended June 30, 2026, was as follows:

option activity for employees:

Outstanding January 1, 2026

Outstanding June 30, 2026

Vested and expected to vest June 30, 2026

Exercisable June 30, 2026

option activity for non-employees:

Outstanding January 1, 2026

Outstanding June 30, 2026

Vested and expected to vest June 30, 2026

Exercisable June 30, 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

compensation expense was $ 0 and $ 60 thousand for the six months ended June 30, 2026 and 2025, respectively, and is recognized in a decrease

in general and administrative expenses.

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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.

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

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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.

Accordingly, 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, the Company 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 increased to 5,561,125 and the exercise price was 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, the warrants were reevaluated, resulting

in the reclassification of the warrants from liability to equity.

The Company recognized a loss on the fair market valuation of the warrants

of $ 468 thousand in the statements of operations for the six months ended June 30, 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 June 30, 2026.

March 6, 2026, the Company 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 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 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.

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

stock purchase warrants issued on May 31, 2024 (the “Existing May 2024 Warrants”), exercisable for up to an aggregate of

112,820 shares of the Company’s common stock, par value $ 0.001 per share (the “Common Stock”), (ii) Class C and Class

D Common Stock purchase warrants issued on September 30, 2024 (the “Existing September 2024 Warrants”) exercisable for up

to an aggregate of 93,060 shares of Common Stock, and (iii) Class E and Class F Common Stock purchase warrants issued on July 31, 2025

(the “Existing July 2025 Warrants” and together with the Existing May 2024 Warrants and the Existing September 2024 Warrants,

the “Existing Warrants”) exercisable for up to an aggregate of 8,514,048 shares of Common Stock.

The Existing May 2024 Warrants

had an exercise price of $ 36.30 per share, the Existing September 2024 Warrants had an exercise price of $ 28.00 , and the Existing July

2025 Warrants had an exercise price of $ 1.439 .

to the Inducement Letter, the Holders agreed to exercise the Existing Warrants for cash at a reduced exercise price of $ 0.48 per share

in consideration of the Company’s agreement to issue the Holders new warrants to purchase up to a number of shares of Common Stock

equal to 200 % of the number of shares of Common Stock issued pursuant to such Holder’s exercise of Existing Warrants, comprised

of new Class H warrants to purchase up to 17,439,856 shares of Common Stock (the “Inducement Warrants” and the shares of

Common Stock underlying the Inducement Warrants, the “Inducement Warrant Shares”) with an exercise term of 5 years from the

initial exercise date.

The initial exercise date of the Inducement Warrants is the Stockholder Approval Date, and

the exercise price thereof is $ 0.60 per share.

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

issued the Inducement Warrants.

Thalmann & Co.

acted as placement agent in connection with the Inducement Transaction and received a cash fee of

approximately $ 286

thousand, equal to 8.0 %

of the aggregate gross proceeds, $ 50

thousand for expenses incurred in connection with the offering, and approximately $ 27

thousand, representing a management fee equal to 0.75 %

of the aggregate gross proceeds.

The Company also issued to the Placement Agent warrants to purchase up to 6.0 %

of the aggregate number of shares of Common Stock issued upon exercise of the Existing Warrants pursuant to the Inducement Letter.

The Placement Agent Warrants have substantially the same terms as the Inducement Warrants, except that the Placement Agent Warrants

will be exercisable until the five-year anniversary of the date of issuance, will have an exercise price equal to 125 %

of the Reduced Exercise Price, and will include piggyback registration rights that are triggered if there is not an effective

registration statement covering all of the Placement Agent Warrant Shares while the Placement Agent Warrants are

May 21, 2026, the Company issued and sold 7,519,351 shares of common stock, par value $ 0.001 per share, and, in a concurrent private

placement, Class I warrants to purchase up to 15,038,702 shares of common stock to certain investors for aggregate gross proceeds of

approximately $ 2.4 million.

June 10, 2026, the Company issued and sold 2,554,119 shares of common stock and, in a concurrent private placement, 771,503 shares of

common stock, pre-funded warrants to purchase up to 1,782,616 shares of common stock, and Class J warrants to purchase up to 10,216,476

shares of common stock to certain investors for aggregate gross proceeds of approximately $ 2.6 million.

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

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

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

At June 30, 2026, there were no Series A Junior Participating

Preferred Stock outstanding.

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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.

June 30, 2026 and December 31, 2025, the Company had 529 and 0 shares of Series G Convertible Preferred Stock outstanding, respectively.

Subsequently, on July 1, 2026, 8 shares of the Company’s Series G Preferred stock were converted to 8,000 shares of the Company’s

common stock.

As a result of this conversion, the Company’s outstanding shares of common stock increased by 8,000 shares and 521

Series G Preferred stock remains issued and outstanding.

The conversions did not result in any cash proceeds to the Company.

Common Stock and Equity Finances

1 unchanged sentence

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.

As of June 30, 2026, and December 31, 2025, there were 28,990,073 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

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

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.

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.

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.

Under the amended rules officers and employees must file a SLAP and the NYSE American must accept the SLAP prior

to the purchase of Company stock.

Distribution Agreement

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 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.

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

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.

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

3.0 % of the aggregate gross proceeds from each sale of common stock.

Because there is no minimum offering amount required as a condition

to this offering, the actual total public offering amount, commissions and proceeds to the Company, if any, are not determinable at this

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

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

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 new EDA for total gross proceeds of $ 225

thousand, which includes a 3.0 %

fee to Maxim of $ 7

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

1 to that certain Equity Distribution Agreement dated April 1, 2025 with Maxim

Group LLC to act as the Company’s exclusive sales agent with respect to the issuance and sale of up to $ 3,000,000

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

per share, from time to time, in an at-the-market public offering.

The Amendment removes the limitation of the amount of Shares to be sold under the Sales Agreement.

For the three months ended

June 30, 2026, the Company sold 1,019,570 shares under the EDA for total gross proceeds of approximately $558 thousand, which includes

a 3.0% fee to Maxim of approximately $17 thousand related to this agreement.

For the six months ended June 30, 2026, the Company sold

3,044,862 shares under the EDA for total gross proceeds of approximately $ 2.6 million, which includes a 3.0 % fee to Maxim of approximately

$ 78 thousand related to this agreement.

Subsequently,

on July 31, 2026, the Company provided notice to the Sales Agent for the mutual termination of the Agreement, effective August 15, 2026.

The Company will not incur any termination penalties as a result of the termination of the Agreement.

such termination, the Company may not offer or sell any additional shares of its common stock under the Agreement or the related prospectus

and prospectus supplement.

From April 1, 2025 to July 31, 2026, the Company sold 3,200,736 shares of common stock for aggregate gross

proceeds of approximately $ 2.8 million pursuant to the Agreement.

The Company does not intend to issue or sell any additional shares

of common stock under the Agreement prior to its termination.

Purchase Agreement

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As of February 2026, the purchase agreement is no longer

Purchase Agreement

2024 Securities Purchase Agreement

4 unchanged sentences

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.

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.

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.

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totaled $ 2.5

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

For the three and six months ended June 30, 2026, 56,410 Class A Warrants and 56,410 Class B Warrants were exercised at

$ 0.48 per share (See May 2026 Class H Inducement Transaction).

There were no Class A or Class B Warrants outstanding at June 30,

2026, related to this agreement.

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months and five years and six months after that date.

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

they were in scope under the guidance as freestanding financial instruments but did not meet the criteria for liability classification

and are classified as equity within the consolidated financial statements.

Proceeds allocated to such warrants totaled $ 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.

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 and six months ended June 30, 2026, 46,530 Class C Warrants and 46,530 Class D Warrants were exercised at

$ 0.48 per share (See May 2026 Class H Inducement Transaction).

There were no Class C or Class D Warrants outstanding at June 30,

2026, related to this agreement.

2025 Public Offering

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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:

December 30, 2025, the Company 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

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 six months ended June 30, 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 June

For the three months ended June 30, 2026, 3,563,055

Class E Warrants and 3,682,985 Class F Warrants were exercised at $ 0.48 per share (See May 2026 Class H Inducement Transaction).

six months ended June 30, 2026, 4,045,555 Class E Warrants and 4,483,493 Class F Warrants exercised.

At June 30, 2026 there were 1,515,564

Class E Warrants and 1,077,625 Class F Warrants outstanding at an exercise price of $ 1.439 related to this agreement.

2026 Rights Offering

March 6, 2026, the Company completed a 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

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 June 30, 2026,

149 shares of the Series G Preferred had been converted for 149,000 shares of common stock and no Class G Warrants were exercised.

the six months ended June 30, 2026, 1,313

shares of the Series G Preferred had been converted for 1,313,000

shares of common stock, and 310,000

Class G Warrants had been exercised.

Subsequent to June 30,

shares of the G Preferred had been converted to 8,000

shares of common stock.

At June 30, 2026, 3,374,000

Class G Warrants and 529

Series G Preferred were outstanding.

2026 Class H Inducement Transaction

May 7-8, 2026, the Company entered into inducement letter agreements with eight existing warrant holders pursuant to which such holders

agreed to immediately exercise an aggregate of 7,451,920 previously outstanding Class A through Class F Warrants at an exercise price

of $ 0.48 per share, generating gross proceeds to the Company of approximately $ 3.6 million.

In connection with the inducement, the Company

reduced the exercise price of the outstanding Class A through Class F Warrants to $ 0.48 per share.

In consideration for the immediate

exercises, the Company issued to such holders an aggregate of 14,903,840 new Class H Common Stock Purchase Warrants with an exercise

price of $ 0.60 per share and a five-year term commencing on the Stockholder Approval Date.

In connection with the inducement

transaction, the Company also issued 447,116 Placement Agent Warrants to Ladenburg Thalmann & Co., Inc.

with an exercise price of

$ 0.60 per share and a five-year term commencing on the issue date, issued pursuant to the Investment Banking Agreement dated April 9,

The Class H Warrants and Class H Placement Agent Warrants are equity-classified.

The Class H Warrants are not exercisable

until the Company obtains stockholder approval ( See Note 17:

Subsequent Events) and include

a beneficial ownership limitation of 4.99 %, or 9.99 % upon election, customary anti-dilution adjustments, cashless exercise rights if

there is no effective registration statement or available prospectus for resale of the underlying shares, and fundamental transaction

Company evaluated the temporary reduction in the exercise price of the Class A through Class F Warrants as a modification of freestanding

equity-classified written call options.

The incremental fair value effect of the modification was approximately $ 8,235 based on a class-by-class

analysis and was attributable to the Class A and Class C Warrants.

The aggregate fair value of the new Class H Warrants issued to the

exercising holders was approximately $ 6.6 million.

Accordingly, the aggregate value transferred to the exercising warrant holders was

approximately $ 6.6 million.

Company also incurred approximately $ 561 thousand of placement-agent costs in connection with the transaction, consisting of approximately

$ 363 thousand of cash placement-agent fees and approximately $ 198 thousand representing the fair value of the Class H Placement Agent

Total holder-side consideration and placement-agent costs associated with the transaction were therefore approximately $ 7.2

transaction generated gross exercise proceeds of approximately $ 3.6 million.

The Company recognized equity issuance costs equal to the

gross proceeds of the transaction, consisting of approximately $ 561 thouand of placement-agent costs and approximately $ 3.0 million of

holder-side inducement consideration.

The remaining approximately $ 3.6 million of value transferred to the exercising warrant holders

exceeded the proceeds available to absorb the transaction costs and was recognized as a deemed dividend.

Because the Company had an accumulated

deficit, the deemed dividend was recorded as a reduction of additional paid-in capital.

deemed dividend did not affect the Company’s net loss or total stockholders’ equity but was deducted in determining net loss

available to common stockholders for purposes of calculating basic earnings per share.

The noncash entries associated with the Class

H Warrants, the Existing Warrant modification, and the Class H Placement Agent Warrants also had no net effect on total stockholders’

After payment of the cash placement-agent costs, the transaction increased total stockholders’ equity by approximately

$ 3.2 million, representing the net cash proceeds received.

June 30, 2026 447,116 Placement Agent Warrants and 14,903,840 Class H warrants were outstanding.

2026 Class I Offering

May 21, 2026, the Company closed a registered direct offering (the ‘May 2026 Class I Offering’) of

7,519,351 registered shares of common stock and Class I Common Stock Purchase Warrants to purchase up to 15,038,702 shares of common stock at an exercise price of $ 0.325 per share, exercisable for a five-year period commencing on the Stockholder Approval Date.

combined offering price was $ 0.325 per share of common stock and accompanying Class I Warrants.

Although the Class I Securities Purchase

Agreement permitted each Purchaser to elect Pre-Funded Warrants in lieu of common stock, no Purchaser elected to receive Pre-Funded Warrants

at closing, and consequently no May 2026 Pre-Funded Warrants were issued.

Gross proceeds to the Company totaled approximately $ 2.4 million.

Thalmann & Co., Inc.

acted as the placement agent for the May 2026 Class I Offering and received an 8.0 %

cash commission of approximately $ 196 thousand, a 0.75 %

management fee of approximately $ 18

thousand, reimbursement of expenses of $ 100 thousand, and 451,161

Placement Agent Warrants exercisable at approximately $ 0.41

per share ( 125 %

of the offering price) for a five-year period from the effective date of the Registration Statement.

The Class I Warrants and Class

I Placement Agent Warrants are all classified within stockholders’ equity.

The Company applied the relative fair value method

per ASC 470-20-25-2 to allocate the gross proceeds between the common stock and the Class I Warrants, resulting in allocations of

approximately $ 939

thousand to common stock and $ 1.5 million

to Class I Warrants.

The Class I Warrants will become exercisable only upon receipt of stockholder approval, which the Company is

required to seek at a stockholder meeting to be held no later than July 21, 2026.

(See Note 17:

Subsequent Events)

At June 30, 2026 there were 451,161 Placement Agent

Warrants and 15,038,702 Class I Warrants outstanding.

2026 Class J Offering

June 10, 2026, the Company closed a registered direct offering and concurrent private placement (the “June 2026 Class J Offering”)

registered shares of common stock, 771,503

unregistered shares of common stock, Pre-Funded Warrants to

purchase up to 1,782,616

shares of common stock at a nominal exercise price of $ 0.001

per share (fully pre-funded at closing), and Class J Common

Stock Purchase Warrants to purchase up to 10,216,476

shares of common stock at an exercise price of approximately

per share, exercisable for a five-year period commencing on

the Stockholder Approval Date.

combined offering price was approximately $ 0.52 per share and accompanying warrant.

Gross proceeds to the Company totaled approximately

$ 2.6 million.

Thalmann & Co., Inc.

acted as the placement agent for the June 2026 Class J Offering and received an 8.0 %

cash commission of approximately $ 212

thousand, a 0.75 %

management fee of approximately $ 20

thousand, reimbursement of expenses of $ 100

thousand, and 306,494

Placement Agent Warrants exercisable at approximately $ 0.65

per share with a five-year term.

The Class J Warrants, June 2026 Pre-Funded Warrants, and Class J Placement Agent Warrants are all

classified within stockholders’ equity.

The Company applied the relative fair value method per ASC 470-20-25-2 to allocate the

gross proceeds among the common stock, Pre-Funded Warrants, and Class J Warrants.

The Class J Warrants will become exercisable only

upon receipt of stockholder approval, which the Company is required to seek at a stockholder meeting to be held no later than July

21, 2026 (concurrent with the Class I and Class H Warrants).

(See Note 17:

Subsequent Events)

For the three months ended June 30, 2026, prefunded warrants were exercised for 1,300,828 shares of common stock.

At June 30, 2026, 481,788

Pre-Funded Warrants, 306,494 Placement Agent Warrants and 10,216,476 Class J Warrants were outstanding.

Subsequently, on August 4, 2026, a holder exercised pre-funded warrants to purchase 481,788 shares of common stock upon exercise of the

pre-funded warrants and received nominal cash proceeds from the exercise.

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

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.

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 48,470,384 and 4,334,512 of stock options and warrants, are excluded from the calculation of

diluted net loss per share for the periods ended June 30, 2026 and December 31, 2025, respectively, since their effect is antidilutive

due to the net loss of the Company.

The deemed dividend did not affect the Company’s net loss or total stockholders’ equity but was deducted in determining net

loss available to common stockholders for purposes of calculating basic earnings per share.

The noncash entries associated with the Class

H Warrants, the Existing Warrant modification, and the Class H Placement Agent Warrants also had no net effect on total stockholders’

After payment of the cash placement-agent costs, the transaction increased total stockholders’ equity by approximately $ 3.2 million,

representing the net cash proceeds received.

Company complies with the provisions of FASB ASC 820 “Fair Value Measurements” for its financial and non-financial assets

10 unchanged sentences

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.

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.

Company estimated the fair value of the Class A Warrants, Class B Warrants, Class C Warrants, Class D Warrants, Class E Warrants, Class

F Warrants, Class G Warrants, Class H Warrants, Class I Warrants, Class J 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:

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Warrant measurement input

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

Underlying price per share

Exercise price per share

Risk-free interest rate

Expected holding period

Expected volatility

Expected dividend yield

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

Underlying price per share

Exercise price per share

Risk-free interest rate

Expected holding period

Expected volatility

Expected dividend yield

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

97 unchanged sentences

on those inputs.

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

in valuing the warrants.

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.

The Company 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

1 unchanged sentence

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

As of March 31, 2026

As of June 30, 2026

Cash equivalents

5 unchanged sentences

Subsequent Events

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.

Amended and Restated 2018 Equity Incentive Plan

July 1, 2026, 8

shares of the Company’s Preferred Series G stock were

converted to 8,000

shares of the Company’s common stock.

As a result of

this conversion, the Company’s outstanding shares of common stock increased by 8,000

shares and 521

Preferred Series G remains issued and outstanding.

The conversions

did not result in any cash proceeds to the Company.

July 9, 2026, the Company filed a Registration Statement registering additional shares of common stock under the Company’s Amended

and Restated 2018 Equity Incentive Plan.

The number of shares of the Company’s common stock available for grant and issuance under

the 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.

On July 1, 2026, the number of shares of the Company’s common stock available for grant

and issuance under the 2018 Plan increased by 580,661 shares pursuant to the 2018 Plan Evergreen Provision.

Meeting of Stockholders

July 15, 2026, the Company held a Special Meeting of Stockholders.

As of the record date for the Special Meeting, there were 27,724,245

outstanding shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting.

Of the record date outstanding

shares, 10,671,690 shares, or approximately 38.5%, were represented at the Special Meeting either in person or by proxy, meaning the

requisite quorum for the meeting of 33 and 1/3% was present.

Based on the final voting results reported by the Inspector of Election, all Proposals were approved.

Distribution Agreement

July 31, 2026, the Company and Maxim mutually agreed to terminate the Equity Distribution Agreement, effective August 15, 2026.

Proposal Agreement

July 31, 2026, the Company entered into a proposal (the “Sterling Proposal Agreement”) with Sterling Pharma Solutions (“Sterling”)

that is related to the Master Service Agreement and a Quality Agreement entered into between the Company and Sterling in 2022.

to the Sterling Proposal Agreement, Sterling agreed to manufacture further batches of the polynucleotide drug substances PolyI and Poly

C12U and transfer of associated test methods at Sterling’s Dudley, UK location to produce the polymer precursors to manufacture

the drug Ampligen.

The estimated cost to the Company under the Sterling Proposal Agreement is approximately $ 1.5 million to be paid over

a period of 12 months, as set forth in more detail in the Sterling Proposal Agreement.

The Company anticipates using the manufactured

product for ongoing and future clinical trials, including potentially a Phase 3 clinical trial for metastatic pancreatic cancer.

foregoing summary of the Sterling Proposal Agreement does not purport to be complete and is qualified in its entirety by reference to

the full text of the Sterling Proposal Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed

on August 6, 2026 and incorporated herein by reference.

Promissory Note

August 6, 2026, the Company redeemed 384,911 shares of its common stock issued pursuant to the terms of the promissory note for an aggregate

redemption price of $ 100,000 and redeemed 577,367 shares of its common stock issued pursuant to the terms of the promissory note for

an aggregate redemption price of $ 150,000 .

2026 Class J Offering

August 4, 2026, a holder exercised pre-funded warrants to purchase 481,788 shares of common stock upon exercise of the pre-funded warrants

and received nominal cash proceeds from the exercise.

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