Item 2. Management’s Discussion and Analysis
ITEM
2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
Special
Note Regarding Forward-Looking Statements
Certain
statements in this Report contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E
of the Exchange Act. All statements, other than statements of historical fact, included or incorporated herein regarding our strategy,
future operations, financial position, future revenues, projected costs, plans, prospects and objectives are forward-looking statements.
Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,”
“estimate,” “think,” “may,” “could,” “will,” “would,” “should,”
“continue,” “potential,” “likely,” “opportunity” and similar expressions or variations
of such words are intended to identify forward-looking statements but are not the exclusive means of identifying forward-looking statements
and their absence does not mean that a statement is not forward-looking. Our forward-looking statements are not guarantees of performance,
and actual results could vary materially from those contained in or expressed by such statements due to risks and uncertainties. These
statements are based on our management’s current beliefs, expectations and assumptions about future events, conditions and results
and on information currently available to us. Discussions containing these forward-looking statements may be found, among other places,
below in this Item 2: “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in
Part II: Other Information; Item 1A: “Risk Factors” of this report, and in the following sections of our Annual Report on
Form 10-K for the year ended December 31, 2025: Part I; Item 1. “Business”, Part I; Item 1A. “Risk Factors”,
Part I; Item 3. “Legal Proceedings”, and Part II; Item 7. “Management’s Discussion and Analysis of Financial
Condition and Results of Operations”. Among other things, for those statements, we claim the protection of safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements set forth in this Report
speak only as of the date hereof. We do not undertake to update any of these forward-looking statements to reflect events or circumstances
that occur after the date hereof. We are in various stages of seeking to determine whether Ampligen® will be effective in the treatment
of multiple types of viral diseases, cancers, and immune-deficiency disorders and the Report sets forth our current and anticipated future
activities. These activities are subject to change for a number of reasons. Significant additional testing and trials will be required
to determine whether Ampligen® will be effective in the treatment of these conditions. Results obtained in animal models do not necessarily
predict results in humans. Human clinical trials will be necessary to prove whether or not Ampligen® will be efficacious in humans.
No assurance can be given as to whether current or planned clinical trials will be successful or yield favorable data and the trials
are subject to many factors including lack of regulatory approval(s), lack of study drug, or a change in priorities at the institutions
sponsoring other trials. Even if these clinical trials are initiated, we cannot assure that the clinical studies will be successful or
yield any useful data or require additional funding. Among the studies are clinical trials that provide only preliminary data with a
small number of subjects, and no assurance can be given that the findings in these studies will prove true or that the study or studies
will yield favorable results. Some of the world’s largest pharmaceutical companies are also working on treatments and cures for
different types of cancers. No assurance can be given that the use of Ampligen with these proposed treatments and cures will prove effective.
No assurance can be given that future studies will not result in findings that are different from those reported in the studies referenced
or incorporated by reference herein. Operating in foreign countries carries with it a number of risks, including potential difficulties
in enforcing intellectual property rights. We cannot assure that our potential foreign operations will not be adversely affected by these
risks.
Our
filings are available at www.aimimmuno.com. The information found on our website is not incorporated by reference into this Report and
is included for reference purposes only.
We
operate in an evolving environment. New risk factors and uncertainties emerge from time to time, and it is not possible for our management
to predict all risk factors and uncertainties, nor are we able to assess the impact of all of these risk factors on our business or the
extent to which any risk factor, or combination of risk factors, may cause actual results to differ materially from those contained in
any forward-looking statements.
Given
these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to
update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein
to reflect future events or developments.
30
Overview
General
AIM
ImmunoTech Inc. and its subsidiaries are an immuno-pharma company headquartered in Ocala, Florida, with a strong foundation of laboratory,
pre-clinical and clinical data with respect to the development of nucleic acids and natural interferon to enhance the natural antiviral
defense system of the human body. AIM’s products are Ampligen (rintatolimod) and Alferon N Injection (Interferon alfa). Ampligen
is a double-stranded RNA (“dsRNA”) molecule being developed for the treatment of late-stage pancreatic cancer, in addition
to other globally important cancers, viral diseases and disorders of the immune system. Ampligen has not been approved by the FDA or
marketed in the United States, but it is approved for commercial sale in the Argentine Republic for the treatment of severe Chronic Fatigue
Syndrome (“CFS”).
The
Company’s research and development of Ampligen has included a variety of diseases and health matters:
● Conducting
clinical trials to evaluate the efficacy and safety of Ampligen for the treatment of pancreatic
cancer.
● Evaluating
Ampligen across multiple cancers as a potential therapy that modifies the tumor microenvironment
with the goal of increasing anti-tumor responses to checkpoint inhibitors.
● Exploring
Ampligen’s antiviral activities and potential use as a prophylactic or treatment for
existing viruses, new viruses and mutated viruses thereof.
● Evaluating
Ampligen as a treatment for myalgic encephalomyelitis/chronic fatigue syndrome (“ME/CFS”)
and fatigue and/or the Post-COVID condition of fatigue.
● Evaluating
Ampligen as a vaccine adjuvant in the combination of Ampligen and AstraZeneca’s FluMist
as an intranasal vaccine for influenza, including avian influenza.
Immuno-Oncology
Ampligen
is a wide-spectrum therapeutic that has shown positive safety and efficacy in clinical trials of many different solid tumor types. However,
based specifically on clinical success as to safety and efficacy in our pancreatic cancer Early Access Program and an ongoing Phase 2
trial, AIM has made the business decision to focus its efforts on the development of Ampligen for the treatment of late-stage pancreatic
cancer, as we believe that this path will potentially lead to the most lucrative outcome. Each year pancreatic cancer kills more than
100,000 people in the American and European Union markets and more than 450,000 people worldwide. When AIM looks at the global health
problem of pancreatic cancer, we see a large market in an unmet medical need and with relatively little clinical competition. This large
unmet market is enhanced by an intellectual property program with broad-combination therapy patents in the United States, Japan and Europe,
as well as market exclusivity provided by orphan drug designations in the United States and the European Union.
Oncology
is one of the areas of biotech known for multibillion-dollar mergers and acquisitions deals – large-market Phase 3 oncology clinical
trials with positive data are 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. The primary objective of the study is the clinical benefit rate of the combination
therapy. The secondary/exploratory objectives include assessing overall survival and progression-free survival; exploring immune-monitoring
using available tissue biopsies and peripheral immune profiling; and assessing quality of life. According to the Erasmus MC Cancer Institute,
the promising progression-free survival and overall survival seen in Phase 1 of the study – which we believe supported advancement
to the ongoing Phase 2 portion of the study – continue to be seen. 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.
In
March 2026, the Company announced an agreement with the PPD clinical research business of Thermo Fisher Scientific to design AIM’s
anticipated Phase 3 clinical trial in the use of Ampligen in the treatment of late-stage pancreatic cancer. Thermo Fisher Scientific
Inc. is a global leader in scientific progress.
Please
see “Immuno-Oncology” below.
31
Ampligen
as a Potential Antiviral
We
have research and pre-clinical history that indicates the broad-spectrum antiviral capability of Ampligen in animals. We hope to demonstrate
that it has the same effect in humans. To demonstrate this requires a population infected with a virus – among other factors –
which is why our most recent antiviral focus has been on COVID-19 (the disease caused by SARS-CoV-2) and Long COVID. We have conducted
experiments in SARS-CoV-2 showing Ampligen has a powerful impact on viral replication. Previous animal studies yielded positive results
utilizing Ampligen to treat viruses such as Western Equine Encephalitis Virus, Ebola, Vaccinia Virus (which is used in the manufacture
of smallpox vaccine) and SARS-CoV-1. The prior studies of Ampligen in SARS-CoV-1 animal experimentation may predict similar protective
effects against SARS-CoV-2.
Please
see “Ampligen as a Potential Antiviral” below.
Ampligen
as a Treatment for ME/ CFS and Post-COVID Conditions
The
AMP-511 Expanded Access Program (“AMP-511”) is an ongoing open-label treatment protocol allowing patient access to Ampligen
in a study under which severely debilitated CFS patients have the opportunity to receive Ampligen to treat this serious and chronic condition.
In
July 2023, we enrolled and dosed the first patient in our Phase 2 study evaluating Ampligen® as a potential therapeutic for people
with post-COVID conditions (“AMP-518”). We announced in August 2023 that the study had met the planned enrollment of 80 subjects
ages 18 to 60 years who have been randomized 1:1 to receive twice-weekly intravenous infusions of Ampligen or placebo for 12 weeks, with
a follow-up phase of two weeks. In January 2025, we announced that the final Clinical Study results from AMP-518 had been posted to ClinicalTrials.gov.
The results support our belief in Ampligen as a potential therapeutic for people with the moderate-to-severe Post-COVID condition of
fatigue, and that this would be the likely subject population for any follow-up clinical trial.
Please
see “Ampligen as a Treatment for ME/CFS and Post-COVID Conditions” below.
OUR
PRODUCTS
Our
primary pharmaceutical product platform consists of Ampligen (rintatolimod), a first-in-class drug of large macromolecular double-stranded
(ds) RNA (ribonucleic acid) molecules. Ampligen is the only known TLR3 agonist to avoid helicase activation of NF-κB. Natural dsRNAs
and poly IC which activate NF-κB in the tumor microenvironment (TME) and have the potential to enhance cancer cell proliferation.
Alferon Injection is an FDA-approved natural alpha-interferon product.
Ampligen®
Ampligen
is approved for sale in Argentina (to 2026) for severe CFS and is an experimental drug in the United States currently being developed
for the treatment of late-stage pancreatic cancer, a lethal and unmet global health problem. Over its developmental history, Ampligen
has received various designations, including Orphan Drug Product Designation (FDA and EMA), Treatment protocol (e.g., “Expanded
Access” or “Compassionate” use authorization) with Cost Recovery Authorization (FDA); and “promising” clinical
outcome recognition based on the evaluation of certain summary clinical reports (“AHRQ” or Agency for Healthcare Research
and Quality). Based on the results of published, peer-reviewed pre-clinical studies and clinical trials, we believe that Ampligen may
have broad-spectrum antiviral and anti-cancer properties.
We
believe that nucleic acid compounds represent a potential new class of pharmaceutical products designed to act at the molecular level
for treatment of many human diseases. Ampligen represents the first drug in the class of large (macromolecular) dsRNA molecules to apply
for NDA review. There are two forms of nucleic acids: deoxyribonucleic acid (“DNA”) and ribonucleic acid (“RNA”).
DNA is a group of naturally occurring molecules found in chromosomes, the cell’s genetic machinery. RNA is a group of naturally
occurring informational molecules which orchestrate a cell’s behavior which, in turn, regulates the action of groups of cells,
including the cells which comprise the body’s immune system. RNA directs the production of proteins and regulates certain cell
activities, including the activation of an otherwise dormant cellular defense against viruses and tumors. Our drug technology utilizes
specifically configured RNA and is a selective Toll-like Receptor 3 (“TLR3”) agonist that can be administered intravenously,
intranasally and intraperitoneally. Ampligen has been assigned the generic name rintatolimod by the United States Adopted Names Council
(“USANC”) and has the chemical designation poly(I):poly(C12U).
Expanded
Access Program/Early Access Programs/clinical trials of Ampligen that have been conducted or that are ongoing include studies of the
potential treatment of patients with pancreatic cancer, renal cell carcinoma, malignant melanoma, non-small cell lung cancer, ovarian
cancer, breast cancer, colorectal cancer, prostate cancer, ME/CFS, Hepatitis B, HIV, COVID-19 and Post-COVID conditions.
32
We
have received approval of our NDA from ANMAT for the commercial sale of Ampligen in the Argentine Republic for the treatment of severe
CFS. The product would be marketed by GP Pharm – now Filaxis – our commercial partner in Latin America. Shipment of the drug
product to Argentina was initiated in 2018 to complete the release testing by ANMAT needed for commercial distribution. In September
2019, we received clearance from the FDA to ship Ampligen to Argentina for the commercial launch and subsequent sales. In June 2020,
we received import clearance from ANMAT to import the first shipment of commercial grade vials of Ampligen into Argentina. Collaboration
with Filaxis continues for commercial launch of Ampligen in Argentina and they are currently in the process of renewing the existing
license. To successfully bring this to market, several key steps are necessary, including building disease awareness, providing medical
education, securing appropriate reimbursement, developing effective market strategies, and finalizing manufacturing preparations for
launch.
The
economic landscape in Argentina has changed dramatically since then with the country experiencing significant hyper-inflation.
As contracts in Argentina are U.S. dollar contracts, the parties must evaluate the impact of the devaluation on the relationship and
the ability to go forward on a U.S.-dollar basis. The combination of the cost and frequency of treatments has rendered CFS treatments
in Argentina cost prohibitive, at least for the time being. We will therefore focus our efforts with Filaxis on an approval in Argentina
for pancreatic cancer.
In
May 2016, we entered into a five-year agreement with myTomorrows, a Netherlands-based company, for the commencement and management of
an Early Access Program (“EAP”) in Europe and Turkey related to ME/CFS. Pursuant to the agreement, as amended, myTomorrows
also is managing all Early Access Programs and Special Access Programs in Europe, Canada, and Turkey to treat pancreatic cancer and ME/CFS
patients. The agreement was automatically extended for a period of 12 months on May 20, 2021 and will continue to be automatically extended
for periods of 12 months every May 20 until terminated or the terms of the agreement are met.
In
June 2018, Ampligen was cited as outperforming two other TLR3 agonists — poly IC and natural double stranded RNA — in creating
an enhanced tumor microenvironment for checkpoint blockade therapy in the journal of Cancer Research. In a head-to-head study in explant
culture models, Ampligen activated the TLR3 pathway and promoted an accumulation of killer T cells but, unlike the other two TLR3 agonists,
it did so without causing regulatory T cell (Treg) attraction. These findings were considered important because they indicate that Ampligen
selectively reprograms the tumor microenvironment by inducing the beneficial aspects of tumor inflammation (attracting killer T cells),
without amplifying immune-suppressive elements such as regulatory T cells. The study was conducted at the University of Pittsburgh and
Roswell Park as a part of the NIH-funded P01 CA132714 and Ovarian Cancer Specialized Program of Research Excellence (“SPORE”).
AIM
currently has adequate stock of Ampligen for ongoing clinical purposes. As to the production of additional Ampligen when and if needed,
the validation of the polymer production process with Sterling Pharma Solutions (“Sterling”) is ongoing. This will need to
be completed before we can manufacture more polymer, and thus more Ampligen.
Alferon
N Injection®
Alferon
N Injection is the registered trademark for our injectable formulation of natural alpha interferon. Alferon N Injection is the only natural-source,
multi-species alpha interferon currently approved for sale in the United States and Argentina for the intralesional (within lesions)
treatment of refractory (resistant to other treatment) or recurring external genital warts in patients 18 years of age or older. Alferon
N Injection is also approved in Argentina for the treatment of refractory patients that failed or were intolerant to treatment with recombinant
interferons. Certain types of human papilloma viruses (“HPV”) cause genital warts, a sexually transmitted disease (“STD”).
According to the CDC, HPV is the most common sexually transmitted infection, with approximately 79 million Americans — most in
their late teens and early 20s — infected with HPV. Although they do not usually result in death, genital warts commonly recur,
causing significant morbidity and entail substantial health care costs.
Interferons
are a group of proteins produced and secreted by cells to combat diseases. Researchers have identified four major classes of human interferon:
alpha, beta, gamma and omega. Alferon N Injection contains a multi-species form of alpha interferon. The worldwide market for injectable
alpha interferon-based products has experienced rapid growth and various alpha interferon injectable products are approved for many major
medical uses worldwide. Alpha interferons are manufactured commercially in three ways: by genetic engineering, by cell culture, and from
human white blood cells. All three of these types of alpha interferon are or were approved for commercial sale in the United States.
Our natural alpha interferon is produced from human white blood cells. The potential advantages of natural alpha interferon over recombinant
(i.e., synthetic) interferon produced and marketed by other pharmaceutical firms may be based upon their respective molecular compositions.
Natural alpha interferon is composed of a family of proteins containing many molecular species of interferon. In contrast, commercial
recombinant alpha interferon products each contain only a single species. Researchers have reported that the various species of interferons
may have differing antiviral activity depending upon the type of virus. Natural alpha interferon presents a broad complement of species,
which we believe may account for its higher activity in laboratory studies. Natural alpha interferon is also glycosylated (i.e., partially
covered with sugar molecules). We believe that the absence of glycosylation may be in part responsible for the production of interferon-neutralizing
antibodies seen in patients treated with recombinant alpha interferon. Although cell culture-derived interferon is also composed of multiple
glycosylated alpha interferon species, the types and relative quantity of these species are different from our natural alpha interferon.
The
production of new Alferon N Injection Active Pharmaceutical Ingredient, or API, is currently on hold. We do not know when – or
if ever – our products will be generally available for commercial sale for any indication. Given our focus on developing Ampligen
as an oncology therapy and antiviral, at this time we are not focusing on developing Alferon N Injection.
33
PATENTS
AND NON-PATENT EXCLUSIVITY RIGHTS
We
consider patent exclusivity as a crucial component of our business. As of June 30, 2026, we had 31 patents worldwide with 21 additional
pending patent applications comprising our intellectual property.
We
continually review our patents to assess their value. Please see “Note 6: Patents, and Trademark Rights, Net” under Notes
to the Consolidated Financial Statements for more information on these patents.
There
are no current patent litigation proceedings involving AIM.
Orphan
Drug Designation
We
have received Orphan Drug Designation (ODD) from the FDA for Ampligen used in the treatment of Chronic Fatigue Syndrome, HIV, Metastatic
Melanoma, Renal Cell Carcinoma, Pancreatic Adenocarcinoma and Ebola Virus Disease. U.S. ODD qualifies sponsors for incentives including
tax credits for qualified clinical trials, exemption from user fees and a potential seven years of market exclusivity after FDA approval.
In
the European Union, ODD carries ten years of market exclusivity after receiving marketing authorization. We have received ODD from the
EU for Ampligen used in the treatment of Ebola Virus Disease and Pancreatic Adenocarcinoma, and for Alferon used in the treatment of
Middle East Respiratory Syndrome.
RESEARCH
AND DEVELOPMENT (“R&D”)
Our
general focus during the past several fiscal years has been on expanding the market potential of Ampligen through investigation of efficacy
(in vitro and in vivo) in different immune-based disorders including cancer and CFS. We also have focused on research and development
of potential prophylactic and therapeutic applications for the treatment of COVID-19, including the long-term effects of COVID-19.
Immuno-Oncology
We
hold multiple patents related to the use of Ampligen as part of a combination therapy when combined with checkpoint inhibitors for the
treatment of cancer. The combination of these compounds is designed to work synergistically to enhance the effectiveness of the treatment.
AIM’s “synergistic” patents include a U.S. patent (expires August 9, 2039) for methods involving use of Ampligen as
part of a combination oncology therapy when paired with an anti-PD-L1 antibody; a patent in Japan (expires December 20, 2039) for the
use of Ampligen in combination with checkpoint inhibitors (anti-PD-1 or anti-PD-L1 antibodies) for the treatment of cancer; and a patent
in the Netherlands (expires December 19, 2039) for the use of Ampligen as a combination cancer therapy with checkpoint blockade inhibitors,
such as Keytruda (pembrolizumab), Opdivo (nivolumab) and Imfinzi (durvalumab). Additional “synergistic” patent applications
are pending, and AIM will promptly announce when any such patent is issued. Additionally, in June 2025 we received a patent (expires January
25, 2041) covering methods involving the manufacture of a range of therapeutic double-stranded RNA (dsRNA) products, of which Ampligen
is included. Combined with our multiple compositions and methods patents involving Ampligen, this manufacturing patent, along with our
other issued patents, further secures our control over the synthesis and use of the first-in-class drug.
Multiple
Ampligen clinical trials are underway or recently completed at major university cancer centers testing whether tumor microenvironments
can be reprogrammed to increase the effectiveness of cancer immunotherapy, including checkpoint inhibitors.
Pancreatic
Cancer
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. Each year, pancreatic cancer kills more than 100,000
people in the American and European Union markets and more than 450,000 people worldwide. AIM’s intellectual property portfolio
includes orphan drug designations for pancreatic cancer in both the United States and Europe. The company announced in March 2026 that
it would seek similar status in Japan.
34
There
are currently two approved clinical studies utilizing Ampligen in the treatment of pancreatic cancer:
● NCT05927142
- The DURIPANC Study is a Phase 1b/2 clinical trial combining Ampligen with AstraZeneca’s
anti-PD-L1 immune checkpoint inhibitor Imfinzi® (durvalumab) for the treatment of late-stage
pancreatic cancer. The primary objective of the Phase 1b portion was to determine the safety
of combination treatment. Investigators at Erasmus Medical Center (“Erasmus MC”)
in the Netherlands have completed the safety evaluation of subjects enrolled in the first
dose level of the dose escalation design, finding the combination therapy to be generally
well-tolerated with no severe treatment-related adverse events or dose-limiting toxicities.
In February 2025, we announced that the Erasmus MC Safety Committee had approved the clinical
trial to move forward with Phase 2. As of June 18, 2026, the final study subject had received
their first dose. With this final subject, Primary Endpoint analysis is anticipated to begin
in December 2026 and topline results are anticipated in Q1 2027. DURIPANC’s primary
endpoint is Clinical Benefit Rate (“CBR”), defined as the proportion of patients
achieving stable disease, partial response or complete response at 24 weeks following initiation
of combination therapy. Additionally, in March 2026, the Company announced an agreement with
the PPD clinical research business of Thermo Fisher Scientific to design AIM’s anticipated
Phase 3 clinical trial in the use of Ampligen in the treatment of late-stage pancreatic cancer.
● NCT05494697
- The Phase 2 AMP-270 clinical trial is a randomized, open-label, controlled, parallel-arm
study with the primary objective of comparing the efficacy of Ampligen in combination with
standard of care (SOC) versus SOC alone following first-line therapy, such as FOLFIRINOX
for subjects with locally advanced pancreatic adenocarcinoma. Secondary objectives include
comparing safety and tolerability. AMP-270 is designed to enroll approximately 90 subjects
in up to 30 centers across the U.S. and Europe. In August 2022, we received IRB approval
of the trial protocol and so announced the trial’s commencement. In February 2025,
we made a business decision to place screening/enrollment on hold and suspend the study.
The study may be redesigned or amended, pending additional data from the ongoing DURIPANC
clinical trial.
The
active clinical efforts involving Ampligen are built on a strong foundation of both pre-clinical and clinical work. Chief among them
was an early access program (“EAP”) at Erasmus Medical Center in the Netherlands, with Prof. C.H.J. van Eijck, MD, as lead
investigator. The EAP was for Ampligen as a monotherapy in late-stage pancreatic cancer. A total of 42 pancreatic cancer patients initially
received treatment with Ampligen immuno-oncology therapy under the EAP, with more than 80 patients ultimately receiving treatment. Ampligen
was associated with median survival of 19.7 months, which is an extension of median overall survival of 8.6 months when compared to the
standard of care. The EAP subjects also reported improved quality of life. We are in the process of seeking FDA “fast-track”
status.
Additional
scientific manuscripts supporting AIM’s efforts to develop Ampligen in the treatment of pancreatic cancer include:
● “ Rintatolimod
in Advanced Pancreatic Cancer enhances Anti-Tumor Immunity through Dendritic Cell-Mediated
T Cell Responses “ in the journal Clinical Cancer Research .
● “ Rintatolimod
(Ampligen) Enhances Numbers of Peripheral B Cells and Is Associated with Longer Survival
in Patients with Locally Advanced and Metastasized Pancreatic Cancer Pre-Treated with FOLFIRINOX:
A Single-Center Named Patient Program, ” Cancers
● “ Treating
Pancreatic Ductal Adenocarcinoma Patients with Rintatolimod: Hitting Two Targets with One
Arrow? “ International Hepato-Pancreato Biliary Association
● “ Rintatolimod
Induces Antiviral Activities in Human Pancreatic Cancer Cells: Opening for an Anti-COVID-19
Opportunity in Cancer Patients? “ Cancers
Ampligen
Efforts in Other Cancers of Interest
AIM
believes that Ampligen has potential as both a monotherapy and as part of a combination therapy in the treatment of many solid tumor
types. Our clinical work in this area includes:
● Advanced
Recurrent Ovarian Cancer ( NCT02432378 ) - Results of the Phase 1 portion of a Phase
1/2 study of intraperitoneal chemo-immunotherapy in advanced recurrent ovarian cancer were
published in the American Association for Cancer Research publication, Clinical Cancer Research
(Clin Cancer Res January 19, 2022 DOI: 10.1158/1078-0432.CCR-21-3659). The study results
represent an important extension of prior studies using human tumor explants that showed
Ampligen’s potential role as a TLR3 agonist acting synergistically with high-dose IFNα
and celecoxib to selectively enhance Teff cell-attractants while suppressing Treg-attractants
in the tumor microenvironment with a concomitant increase in the Teff/Treg ratio. The importance
of boosting the Teff/Treg ratio in the tumor microenvironment is that it is associated with
the conversion of ‘cold’ tumors into ‘hot’ tumors, which have an
increased sensitivity to chemo-immunotherapy and an improved chance of showing tumor regression.
The Phase 1 portion was designed to establish intraperitoneal safety. The Phase 2 portion
of the study has been terminated due to lack of funding.
35
● Advanced
Recurrent Ovarian Cancer ( NCT03734692 ) - A Phase 2 study of advanced recurrent ovarian
cancer using cisplatin, pembrolizumab, plus Ampligen; 27 patients enrolled, with 24 evaluable
for response. In May 2026, we announced results from the UPMC Primary Endpoint Report .
The topline results included: 50% Objective Response Rate (ORR), including 21% complete responses;
79% Clinical Benefit Rate; Median Overall Survival of 32.5 months; durable responses exceeding
70+ months in select patients; and no Grade 4 or 5 toxicities observed. Collection of additional
secondary endpoint data including progression-free survival, time to disease progression
and overall survival is expected to be completed in January 2027. Based on these results
and other research suggesting a similar effect in other solid tumor types, AIM sees an Ampligen
combination therapy as having potential across multiple types of cancers. Additional clinical
studies are being planned in these tumor types to further confirm these effects.
● Stage
4 Metastatic Triple Negative Breast Cancer ( NCT03599453 ) - Phase 1 study of metastatic
triple-negative breast cancer using chemokine modulation therapy, including Ampligen and
pembrolizumab. Eight patients were enrolled and 6 patients were evaluable. The key findings
announced in April 2022 and published in November 2023, included:. The pre-determined primary
endpoint of efficacy was met (increase in CD8 in TME). Uniform increase of immune markers
upon treatment was observed: CD8 mRNA (6.1-fold; p-0.034), GZMB mRNA (3.5-fold; p=0.058),
ratios of CD8 /FOXP3 and GZMB/FOXP3 (5.7-fold; p=0.036, and 7.6-fold; p=0.024 respectively),
thus successfully meeting the pre-determined primary endpoint in the study (increase in CD8
in TME). In addition, an increase in CTL attractants CXCL10 (2.6-fold; p=0.104) and CCL5
(3.3-fold; p=0.019) was observed. In contrast, Treg marker FOXP3 or Treg attractants CCL22
or CXCL12 were not enhanced. Three patients had stable disease lasting 2.4, 2.5 and 3.8 months,
as of data cut off September 1, 2021. An additional patient (non-evaluable) had a partial
response (breast tumor autoamputation) with massive tumor necrosis in the post-CKM biopsy.
● Stage
4 Colorectal Cancer Metastatic to the Liver ( NCT03403634 ) - Phase 2a study of Ampligen
as a component of chemokine modulatory regimen on colorectal cancer metastatic to liver;
recruitment has been completed; 19 patients were enrolled and 12 patients were evaluable
for the primary endpoint. The key findings announced in April 2022 included. The study’s
primary endpoint was met, evidenced by increased CD8a expression post-treatment (p=0.046).
Increase in the CD8a/CD4 (p=0.03), CD8a/FOXP3 (p<0.01) and GZMB/FOXP3 (p<0.01) ratios.
The expression of CTL-attracting chemokines CCL5 (p=0.08), CXCL9 (p=0.05), and CXCL10 (p=0.06)
were increased, while expression of the Treg/MDSC attractant CXCL12 (p=0.07) was decreased
post-treatment. OS was 10.5 (90% CI 2.2-15.2) months, and the median PFS was 1.5 (90% CI
1.4, 1.8) months. No tumor responses were seen. The treatment was well tolerated. Of all
enrolled patients (N=19), adverse events were noted in 74% of patients, with the most common
being fatigue (58%). Grade 3 or higher adverse events were rare (5%).
● Early-Stage
Prostate Cancer ( NCT03899987 ) - Phase 2 study investigating the effectiveness and
safety of aspirin and Ampligen with or without interferon-alpha 2b (Intron A) compared to
no drug treatments in a randomized three-arm study of patients with prostate cancer before
undergoing radical prostatectomy. Patient enrollment was initiated in this study designed
for up to 45 patients. The study was temporarily suspended due to the Merck discontinuation
of Intron-A production. Roswell Park has had a Type-C meeting with the FDA and has performed
the necessary experiments to replace Intron-A with a generic alpha-interferon. As of August
2025, the study is no longer recruiting patients. A total of 12 patients were enrolled.
● Early-Stage
Triple Negative Breast Cancer ( NCT04081389 ) - The objective of this Phase 1 study
is to evaluate the safety and tolerability of a combination of Ampligen, celecoxib with or
without Intron A, when given along with chemotherapy in patients with early-stage triple
negative breast cancer. The now completed (as of September 2022) topline results from the
study confirm the positive findings that were previously presented at the 2022 Society for
Immunotherapy of Cancer (SITC) 37th Annual Meeting in a poster presentation titled Safety
and efficacy of de-escalated neoadjuvant chemoimmunotherapy of triple negative breast cancer
(TNBC) using chemokine-modulating regimen (rintatolimod, IFN-α2b, celecoxib). The primary
endpoint of the study was safety and tolerability. The results demonstrated that treatment
was well-tolerated with mostly grade 1 or 2 treatment-related adverse events (TRAEs) without
dose-limiting toxicities (DLTs) or delayed or immune-related toxicities. DLT was defined
as grade 3 or higher toxicities within the first 3 weeks. Secondary endpoints included pCR
rate where 5/9 (56%) of patients attained pCR and 1 more patient attained ypTmic. Tumor and
blood biomarkers were also analyzed in exploratory studies.
● Refractory
Melanoma ( NCT04093323 ) - Roswell Park Comprehensive Cancer Center (“Roswell
Park”), in a clinical trial fully funded by the National Cancer Institute (NCI), has
commenced patient enrollment in its Phase 2 study in subjects with primary PD-1/PD-L1 resistant
melanoma. The Phase 2 study will evaluate type-1 polarized dendritic cell (αDC1) vaccine
in combination with tumor-selective chemokine modulation (“CKM”) comprised of
Interferon alpha 2b, Ampligen (rintatolimod) and Celecoxib. Up to 24 patients are to be enrolled.
The study was temporarily suspended due to the Merck discontinuation of Intron-A production
but has since resumed recruitment. In June 2025, the study was terminated with 1 patient
enrolled, funding completed.
● Metastatic
or Unresectable Triple Negative Breast Cancer ( NCT05756166 ) - This phase 1/2a trial
tests the safety, side effects, and best dose of chemokine modulation therapy (rintatolimod,
celecoxib, and interferon alpha 2b) in combination with pembrolizumab for the treatment of
patients with triple negative breast cancer that has spread from where it first started (primary
site) to other places in the body (metastatic) or that cannot be removed by surgery (unresectable).
In June 2025, the study was terminated with 5 patients enrolled, funding ended.
36
Ampligen
as a Potential Antiviral
We
have research and pre-clinical history that indicates the broad-spectrum antiviral capability of Ampligen in animals. We hope to demonstrate
that it has the same effect in humans. To demonstrate this requires a population infected with a virus – among other factors –
which is why our most recent antiviral focus has been on COVID-19 (the disease caused by SARS-CoV-2). We have conducted experiments in
SARS-CoV-2 showing Ampligen has a powerful impact on viral replication. Previous animal studies yielded positive results utilizing Ampligen
to treat viruses such as Western Equine Encephalitis Virus, Ebola, Vaccinia Virus (which is used in the manufacture of smallpox vaccine)
and SARS-CoV-1. The prior studies of Ampligen in SARS-CoV-1 animal experimentation may predict similar protective effects against SARS-CoV-2.
● The
Barnard 2006 study found that Ampligen reduced virus lung levels to below detectable
limits.
● The
Day 2009 study found that, instead of 100% mortality, there was 100% protective survival
using Ampligen.
SARS-CoV-2
shares important genomic and pathogenic similarities with SARS-CoV-1. Since Ampligen has shown antiviral activity against more distantly
related coronaviruses, there is a reasonable probability that the antiviral effects of Ampligen against SARS-CoV-1 will extend to SARS-CoV-2,
and in fact Ampligen has demonstrated ex vivo antiviral activity against SARS-CoV-2. Additionally, research at Utah State University’s
Institute for Viral Research showed that Ampligen was able to decrease SARS-CoV-2 infectious viral yields by 90% at clinically achievable
intranasal Ampligen dosage levels.
Our
intellectual property portfolio includes a Japanese patent for the treatment of severe acute viral infections, including influenza and
SARS.
In
May 2020, the FDA authorized an IND for Roswell Park to conduct a Phase 1/2a study of a regimen of Ampligen and interferon alpha in cancer
patients with COVID-19 infections. This clinical trial ( NCT04379518 ), sponsored in collaboration with Roswell Park, was designed
to test the safety of the combination regimen in patients with cancer and COVID-19, and the extent to which this therapy might promote
clearance of the SARS-CoV-2 virus from the upper airway. The first patient enrolled and treated in November 2020. This study was amended
to add 20 patients but ultimately terminated in January 2026 due to low accrual. Roswell Park reported partial results from the study,
4 patients were enrolled.
In
January 2021, we entered into a Sponsor Agreement with the Center for Human Drug Research (“CHDR”) to manage a Phase 1 randomized,
double-blind study to evaluate the safety and activity of repeated intranasal administration of Ampligen. AIM funded and sponsored the
study. This study was designed to assess the safety, tolerability and biological activity of repeated administration of Ampligen intranasally.
A total of 40 healthy subjects received either Ampligen or a placebo in the trial, with the Ampligen given at four escalating dosages
across four cohorts, to a maximum level of 1,250 micrograms. The study was completed, and the Final Safety Report reported no Serious
or Severe Adverse Events at any dosage level. We believe that the trial is a critical step in our efforts to develop Ampligen as a potential
prophylaxis or treatment for COVID-19 and other respiratory viral diseases.
We
believe that these results create a compelling case for further clinical trials to evaluate Ampligen as a potential tool in the fight
against COVID-19.
Ampligen
as a Treatment for ME/CFS and Post-COVID Conditions
Myalgic
Encephalomyelitis/Chronic Fatigue Syndrome (ME/CFS), also known as Chronic Fatigue Immune Dysfunction Syndrome (“CFIDS”)
and Chronic Fatigue Syndrome (CFS), is a serious and debilitating chronic illness and a major public health problem. ME/CFS is recognized
by both the government and private sector as a significant unmet medical need, including the U.S. National Institutes of Health (“NIH”),
FDA and the CDC.
Many
severe ME/CFS patients become completely disabled or totally bedridden and are afflicted with severe pain and mental confusion even at
rest. ME/CFS is characterized by incapacitating fatigue with profound exhaustion and extremely poor stamina, sleep difficulties and problems
with concentration and short-term memory. It is also accompanied by flu-like symptoms, pain in the joints and muscles, tender lymph nodes,
sore throat and new headaches. A distinctive characteristic of the illness is a worsening of symptoms following physical or mental exertion,
which do not subside with rest.
The
AMP-511 Expanded Access Program (“AMP-511”) is an open-label treatment protocol allowing Ampligen access to severely debilitated
CFS patients. The AMP-511 protocol started in the 1990s and is ongoing. The data collected from the AMP-511 protocol through clinical
sites provide safety information regarding the use of Ampligen in patients with CFS. We are establishing an enlarged database of clinical
safety information which we believe will provide further documentation regarding the absence of autoimmune disease associated with Ampligen
treatment. We believe that continued efforts to understand existing data, and to advance the development of new data and information,
will ultimately support our future filings for Ampligen and/or the design of future clinical studies that the FDA requested in a CRL.
The FDA approved an increased reimbursement level from $200 to $345 per 200 mg vial of Ampligen, due to increased production costs; which
was re-authorized in 2021, 2022, 2023, 2024, 2025 and 2026. At this time, we do not plan on passing this adjustment along to the patients
in this program.
37
In
October 2020, we received IRB approval for the expansion of the AMP-511 Expanded Access Program clinical trial for ME/CFS to include
patients previously diagnosed with SARS-CoV-2 following clearance of the virus, but who still demonstrate chronic fatigue-like symptoms
known as Post-COVID conditions. As of June 30, 2026, there were 4 patients enrolled in this open-label expanded access treatment protocol
(including one patient with Post-COVID Conditions). In July 2022, AIM reported positive preliminary results based on data from the first
four Post-COVID Condition patients enrolled in the study. The data show that, by week 12, compared to baseline, the investigators observed
what they considered a clinically significant decrease in fatigue-related measures. To date, there have been eight such Post-COVID patients
treated in this study.
In
November 2020, we announced the publication of statistically significant data detailing how Ampligen could have a considerable positive
impact on people living with ME/CFS when administered in the early stages of the disease. The data were published in PLOS ONE, a peer-reviewed
open access scientific journal published by the Public Library of Science. AIM researchers found that the TLR3 agonist Ampligen substantially
improved physical performance in a subset of ME/CFS patients.
In
July 2023, we enrolled and dosed the first patient in our Phase 2 study evaluating Ampligen as a potential therapeutic for people with
post-COVID conditions (“AMP-518”). We announced in August 2023 that the study had met the planned enrollment of 80 subjects
ages 18 to 60 years who had been randomized 1:1 to receive twice-weekly intravenous infusions of Ampligen or placebo for 12 weeks, with
a follow-up phase of two weeks. All patients completed the study, and topline data was reported in February 2024.
In
January 2025, we announced that the final Clinical Study results from AMP-518 had been posted to ClinicalTrials.gov. Study subjects with
Long COVID were, on average, able to walk farther in a Six-Minute Walk Test (“6MWT”) when compared to subjects who received
a placebo. The 6MWT measured the distance a subject was able to walk in six minutes as a baseline and then again at 13 weeks. A clear
signal of significant potential (p <0.02, two-tailed T-test) was observed in Ampligen-treated subjects with a baseline 6MWT less than
205 meters, who saw a mean improvement of 139 meters, compared to a mean improvement of 91 meters in the corresponding part of the group
who received the placebo. These results support our belief in Ampligen as a potential therapeutic for people with the moderate-to-severe
Post-COVID condition of fatigue, and that this would be the likely subject population for AIM’s planned follow-up clinical trial.
We
are holding off on further research and development in ME/CFS/Long-COVID until the ongoing DURIPANC clinical study in pancreatic ductal
adenocarcinoma is complete.
Ampligen
and Other Diseases
Endometriosis
● In
October 2024, we were granted U.S. patent No. 12,102,649, covering both compositions and
methods comprising a range of TRL3 agonist, within the drug Ampligen, in the treatment of
endometriosis, a painful chronic condition in which tissue similar to the lining of the uterus
grows outside the uterus, causing severe pelvic pain and making it difficult or impossible
to become pregnant. The patented method involves the administration of a therapeutically
effective amount of pharmaceutical composition containing our proprietary double-stranded
RNA products. The versatile administration options offer flexibility for patient-specific
needs and care. The patent also covers treatments targeting recurrent endometriosis and includes
options for co-administration with interferons, including well-known types such as alpha
and beta interferons.
Ebola-related
Disorders - We concluded our series of collaborations designed to determine the potential effectiveness of Ampligen and Alferon N
Injection as potential preventive and/or therapeutic treatments for Ebola-related disorders. Although we believe that the threat of both
MERS and Ebola globally may reemerge in the future, it appears that the spread of these disorders has diminished.
● In
April 2021, we entered into an MTA with the University of Cagliari Dipartimento di Scienze
della Vita e dell’Ambiente (“UNICA”), an educational institution, under
the laws of Italy, located in Monserrato (Cagliari), Italy. The MTA relates to the research
and development of the effects of Ampligen and its ability to induce interferon production
in several cell lines, and also on the ability of the Ebola virus protein VP35 to bind to
viral dsRNA and impede interferon’s upregulation and activity, and on Ampligen’s
ability to reverse VP35 inhibition of interferon production in biological systems. The data
analysis was published in the peer-reviewed journal Antiviral Research, in a manuscript titled
“Ebola virus disease: In vivo protection provided by the PAMP restricted TLR3 agonist
rintatolimod and its mechanism of action.” We believe that the analysis supports a
dual mechanism of action when Ampligen is used as a prophylactic therapy against Ebola Virus
Disease.
● In
November 2022, we received notice that the FDA had granted Orphan Drug Designation to Ampligen
for the treatment of Ebola virus disease.
38
Alzheimer’s
Disease
● In
May 2021, we filed a U.S. Provisional Patent Application for Ampligen as a potential therapeutic
to possibly slow, halt, or reverse the progression of Alzheimer’s disease. A similar
patent application was filed in Europe in 2022.
Avian
Influenza
● We
announced in February 2025 our intention to pursue a study of a potential avian influenza
combination therapy of Ampligen and AstraZeneca’s FluMist, a nasal spray vaccine that
helps prevent seasonal influenza. The new proposed clinical trial would expand upon previous
Company-sponsored clinical research at the University of Alabama-Birmingham (“UAB”),
which indicated that intranasal delivery of Ampligen after the intranasal delivery of the
FluMist seasonal influenza vaccine increased the immune response to seasonal variants in
the vaccine by greater than four-fold and induced cross-reactive secretory Immunoglobulin
A against highly pathogenic avian influenza virus strains H5N1, H7N9 and H7N3. We are seeking
collaborative grants from government and industry to defray the cost of the study. We believe
that pre-clinical and clinical work to date – combined with the ever-growing threat
of Avian influenza – strongly supports our decision to move forward with this second
Ampligen and FluMist study in humans.
MANUFACTURING
AIM’s
operations, research and development facility is housed in the New Jersey Bioscience Center and leased with the New Jersey Economic Development
Authority.
Jubilant
HollisterStier (“Jubilant”) has been our authorized CMO for Ampligen since 2017. Multiple lots of Ampligen were produced
from 2018 to 2023. AIM currently has adequate stock of Ampligen for ongoing clinical purposes. In addition, we have supplied GP Pharm,
now Filaxis, with the Ampligen required for testing and ANMAT release under the agreement that GP Pharm, now Filaxis, would be the eventual
distributor in Argentina.
Our
business plan calls for the potential utilization of one or more CMOs. While we believe we have sufficient Ampligen API to meet our current
needs, we are also continually exploring new efficiencies so as to maximize our ability to fulfill future obligations. In December 2022,
we entered into a Master Service Agreement and a Quality Agreement with Sterling Pharma Solutions (“Sterling”) for the manufacture
of our Poly I and Poly C12U polynucleotides and transfer of associated test methods at Sterling’s Dudley, UK, location to produce
the polymer precursors to manufacture the drug Ampligen. We are utilizing Sterling’s expertise to refine our approach to polymer
production; the validation of the polymer production process with Sterling is ongoing.
Licensing/Collaborations/Joint
Ventures
We
have embarked on a strategy to license the product and/or to collaborate and/or create a joint venture with companies that have demonstrated
capabilities and commitment to successfully gain approval and commercialize Ampligen in their respective global territories of the world.
Ideal partners would have well-established global and regional experience and coverage; robust commercial infrastructure; a strong track
record of successful development and registration of in-licensed products; and a therapeutic area fit (e.g., ME/CFS, immuno-oncology).
As
Filaxis has now turned its focus to oncology, we are exploring the potential for the use of Ampligen in Argentina for the treatment of
pancreatic cancer as either a monotherapy or in combination with immunotherapies.
MARKETING/DISTRIBUTION
Beginning
in May 2016, we have had an exclusive Renewed Sales, Marketing, Distribution and Supply Agreement (the “Agreement”) with
GP Pharm, now Filaxis. Under this Agreement, GP Pharm is responsible for gaining regulatory approval in Argentina for Ampligen to treat
severe CFS in Argentina and for commercializing Ampligen for this indication in Argentina. We granted GP Pharm the right to expand rights
to sell this experimental therapeutic into other Latin America countries based upon GP Pharm achieving certain performance milestones.
The contract ended date May 24, 2024. While we are in discussions with Filaxis to extend the agreement, we are also open to the possibility
of looking for a new partner. In August 2021, ANMAT granted a five-year extension to a previous approval to sell and distribute Ampligen
to treat severe CFS in Argentina. This extends the approval until 2026.
39
In
May 2016, we entered into a five-year agreement (the “Impatients Agreement”) with Impatients, N.V. (“myTomorrows”),
a Netherlands-based company, for the commencement and management of an EAP in Europe and Turkey (the “Territory”) related
to ME/CFS. We supplied Ampligen to myTomorrows at a predetermined transfer price. In the event that we receive Marketing Authorization
in any country in the Territory, we will pay myTomorrows a royalty on products sold. Pursuant to the Impatients Agreement, the royalty
would be a percentage of Net Sales of Ampligen sold in the Territory where Marketing Authorization was obtained. The formula to determine
the percentage of Net Sales will be based on the number of patients that are entered into the EAP. We believe that disclosure of the
exact maximum royalty rate and royalty termination date could cause competitive harm. However, to assist the public in gauging these
terms, the actual maximum royalty rate is somewhere between 2% and 10% and the royalty termination date is somewhere between five and
fifteen years from the First Commercial Sale of a product within a specific country. The parties established a Joint Steering Committee
comprised of representatives of both parties to oversee the EAP. No assurance can be given that activities under the EAP will result
in Marketing Authorization or the sale of substantial amounts of Ampligen in the Territory. The agreement was automatically extended
for a period of 12 months on May 20, 2021; has been automatically extended for 12 months on each subsequent May 20; and will continue
to be automatically extended for periods of 12 months every May 20 until terminated or the terms of the agreement are met.
Alferon
N Injection is approved by the FDA for commercial sales in the United States for the treatment of genital warts. Commercial sales of
Alferon N Injection in the United States will not resume until new batches of commercial filled and finished product are produced and
released by the FDA. We will need the FDA’s approval to release commercial product once we have identified our new manufacturing
approach and submitted satisfactory stability and quality release data. We are not currently manufacturing Alferon N Injection and have
no definitive timetable to resume production.
In
February 2013, we received approval from Argentina’s ANMAT for Alferon N Injection (under the brand name “Naturaferon”)
for the treatment of refractory patients that failed or were intolerant to treatment with recombinant interferon. In JANMAT granted a
five-year extension in 2017; a request to extend the approval beyond 2022 has been filed and is still under review. GP Pharm, now renamed
Filaxis, has decided not to move forward with this project and has sent us a notice of termination for this project. However, as there
are numerous companies in Argentina now providing patients treatment with recombinant interferon, we believe these companies and their
patients would benefit greatly from having the opportunity to treat those refractory patients with Naturaferon. We are continuing to
seek out potential partners.
In
January 2017, the myTomorrows EAP designed to enable access of Ampligen to ME/CFS patients was extended to pancreatic cancer patients
beginning in the Netherlands. In February 2018, we signed an amendment to the EAP with myTomorrows to extend the Territory to cover Canada
to treat pancreatic cancer patients, pending government approval. In March 2018, we signed an amendment to make myTomorrows our exclusive
service provider for special access activities in Canada for the supply of Ampligen for the treatment of ME/CFS.
New
Accounting Pronouncements
See
“ Note 2: Recent Accounting Pronouncements”.
Critical
Accounting Policies and Estimates
There
have been no material changes in our critical accounting policies and estimates from those disclosed in Part II; Item 7: “Management’s
Discussion and Analysis of Financial Condition and Results of Operations; Critical Accounting Policies” contained in our Annual
Report on Form 10-K for the year ended December 31, 2025.
40
RESULTS
OF OPERATIONS
The
Company’s operating results may fluctuate significantly depending on the pace of patient enrollment in our clinical trials, particularly
the ongoing DURIPANC study for pancreatic cancer. Patient enrollment has varied, which directly impacts the timing and amount of clinical
trial expenditures. Additionally, our ability to maintain compliance with NYSE American listing requirements and the trading status of
our common stock may affect our ability to raise capital and, consequently, our ability to fund ongoing operations and clinical development
activities. We cannot predict with certainty the timing of regulatory decisions or clinical trial outcomes, which represent material
uncertainties that could significantly impact our future results of operations.
The
following table sets forth, for the periods indicated, certain items in our Condensed Consolidated Statements of Income ($ in thousands):
Three months ended June 30,
Change
2026
2025
$
%
Revenues:
Clinical treatment programs – US
$ 26
$ 25
$ 1
4.0 %
Total Revenues
$ 26
$ 25
$ 1
4.0 %
Costs and Expenses:
Production costs
5
10
(5 )
-50.0 %
Research and development
589
1,174
(585 )
-49.8 %
General and administrative
2,945
1,487
1,458
98.0 %
Total Costs and Expenses
$ 3,539
$ 2,671
$ 868
32.5 %
Operating loss
$ (3,513 )
$ (2,646 )
$ (867 )
32.8 %
Gain (Loss) on investments
(1 )
(9 )
8
-88.9 %
Interest and other income
21
10
11
110.0 %
Interest Expense and Other Finance Costs
(295 )
(149 )
(146 )
98.0 %
Net Loss
$ (3,788 )
$ (2,794 )
$ (994 )
35.6 %
The Company’s net loss for the quarter
ended June 30, 2026 was $3.8 million compared with a net loss of $2.8 million for the quarter ended June 30, 2025, an increase of $1.0
million. The increase in net loss was primarily attributable to offering related costs incurred in connection with multiple equity transactions
completed during the quarter, including placement agent fees, legal fees, accounting fees, and other direct transaction costs, as discussed
below.
Total costs and expenses increased to $3.5 million
for the quarter ended June 30, 2026, compared with $2.7 million for the quarter ended June 30, 2025, an increase of approximately 32.5%.
Equity
transactions
May
2026 Class H Inducement Transaction
On
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,
2026. 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
provisions.
The
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.
The
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
Warrants. Total holder-side consideration and placement-agent costs associated with the transaction were therefore approximately $7.2
million.
The
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.
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’
equity. 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.
41
At
June 30, 2026 447,116 Placement Agent Warrants and 14,903,840 Class H Warrants were outstanding.
May
2026 Class I Offering
On
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.
The
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.
Ladenburg
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.
June
2026 Class J Offering
On
June 10, 2026, the Company closed a registered direct offering and concurrent private placement (the “June 2026 Class J Offering”)
of 2,554,119 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 $0.52 per share, exercisable for a
five-year period commencing on the Stockholder Approval Date.
The
combined offering price was approximately $0.52 per share and accompanying warrant. Gross proceeds to the Company totaled approximately
$2.6 million.
Ladenburg
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.
42
Research
and development
Research
and development costs declined to $589 thousand during the quarter ended June 30, 2026 compared with $1.2 million during the quarter
ended June 30, 2025. Research costs declined as the Company completed a Phase II study in 2026 and shifted its focus toward a European
Pancreatic Cancer study which is funded by a grant and in collaboration with a major pharmaceutical interest. The Company expects to
begin new studies shortly and the timing and amount of clinical expenditures is dependent on recruiting patients and therefore can be
difficult to project and lead to significant expense variations between periods.
General
and administrative
General
and administrative costs for the quarter ended June 30, 2026 were $1.5 million above those during the three months ended June 30, 2025
due to increases in issuance costs together with legal and accounting fees associated with the equity transactions
Interest
expense was $295 thousand and $149 thousand for the three months ended June 30, 2026 and 2025, respectively. The increase in interest
expense is due to additional debt. On November 18, 2025, the Company (“Borrower”) entered into a Note Purchase Agreement
with Streeterville Capital LLC (“Streeterville” or the “Lender”). Under the terms of the agreement, Streeterville
paid the Company $2.5 million in exchange for an unsecured promissory Note with an Original Issue Discount of $781 thousand. The Company
will pay $3.3 million consisting of the principal amount of the Note, together with the original issue discount and $20 thousand of lender
transaction fees, no later than November 18, 2027. The stated interest rate of the note is 10%.
Six months ended June 30,
Change
2026
2025
$
%
Revenues:
Clinical treatment programs – US
$ 48
$ 41
$ 7
17.1 %
Total Revenues
$ 48
$ 41
$ 7
17.1 %
Costs and Expenses:
Production costs
9
20
(11 )
-55.0 %
Research and development
1,071
2,254
(1,183 )
-52.5 %
General and administrative
4,707
4,032
675
16.7 %
Total Costs and Expenses
$ 5,787
$ 6,306
$ (519 )
-8.2 %
Operating loss
$ (5,739 )
$ (6,265 )
$ 526
-8.4 %
Gain (Loss) on investments
(2 )
18
(20 )
-111.1 %
Interest and other income
29
21
8
38.1 %
Interest Expense and Other Finance Costs
(631 )
(273 )
(368 )
131.1 %
Loss on change in fair value of warrant liability
(468 )
-
(468 )
-
Net Loss
$ (6,811 )
$ (6,499 )
$ (312 )
4.8 %
The
Company’s net loss for the six months ended June 30, 2026 was $6.8 million compared with a net loss of $6.5 million for the six
months ended June 30, 2025, an increase of $300 thousand. The increase in net loss was primarily attributed to offering related costs
incurred in connection with multiple equity transactions completed during the period, including placement agent fees, legal fees, accounting
fees, and other direct costs, as discussed below. These increased costs were partially offset by lower research and development expenses.
Total
costs and expenses decreased to $5.8 million for the six months ended June 30, 2026, compared with $6.3 million for the six months ended
June 30, 2025, representing a decrease of approximately 8.2%.
43
Equity
transactions
March
2026 Rights Offering
On
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
of issuance. Maxim Group LLC acted as the Company’s dealer-manager. The 2026 Rights Offering raised $1.8 million in gross proceeds.
For
the three months ended 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. For 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, 2026, 8 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.
May
2026 Class H Inducement Transaction
On
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,
2026. 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
provisions.
The
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.
The
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
Warrants. Total holder-side consideration and placement-agent costs associated with the transaction were therefore approximately $7.2
million.
The
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.
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’
equity. 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
At
June 30, 2026 447,116 Placement Agent Warrants and 14,903,840 Class H Warrants were outstanding.
May
2026 Class I Offering
On
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.
The
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.
44
Ladenburg
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.
June
2026 Class J Offering
On
June 10, 2026, the Company closed a registered direct offering and concurrent private placement (the “June 2026 Class J Offering”)
of 2,554,119 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 $0.52 per share, exercisable for a
five-year period commencing on the Stockholder Approval Date.
The
combined offering price was approximately $0.52 per share and accompanying warrant. Gross proceeds to the Company totaled approximately
$2.6 million.
Ladenburg
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.
45
Research
and development
Research
and development costs declined to $1.1 million during the six months ended June 30, 2026 compared with $2.3 million during the six months
ended June 30, 2025. During the first quarter of 2025, the Company decided to direct its focus and efforts on the development of Ampligen
for the treatment of late-stage pancreatic cancer, with the belief that this path will potentially lead to the most lucrative outcome.
As a result, the Company evaluated its patent portfolio and made a decision to reduce its annual maintenance fees and development of
patents not meeting its current core objective. As a result, $335 thousand was charged to clinical expenses during the first quarter
of 2025 related to prior costs of developing and maintaining patents not specific to the primary focus and was a significant factor in
the variance between the quarters.
Additionally,
the Company’s Phase 2 study for pancreatic cancer was put on hold in 2025, which resulted in reduced clinical costs during the first six months of 2026 than during the same time period in 2025. The Company has shifted its focus toward a European Pancreatic Cancer study which is funded by a grant and in
collaboration with a major pharmaceutical interest. The Company expects to begin a pivotal phase 3 clinical trial after the final DURIPANC study results
become available and a study protocol has been finalized and the timing and amount of
clinical expenditures is dependent on recruiting patients and therefore can be difficult to project and lead to significant expense
variations between periods.
General
and administrative
General
and administrative costs for the six months ended June 30, 2026 were $675 thousand above the six months ended June 30, 2025 as a result
of increases in issuance costs together with legal and accounting fees associated with the equity transactions. During the six months
ended June 30, 2025, the Company was receiving final billings related to a shareholder dispute which was settled during the fourth quarter
of 2024 which reduced the impact of the additional fees incurred during the current year.
Interest
expense was $599 thousand and $273 thousand for the six months ended June 30, 2026 and 2025, respectively. The increase in interest expense
is due to additional debt. On November 18, 2025, the Company (“Borrower”) entered into a Note Purchase Agreement with Streeterville
Capital LLC (“Streeterville” or the “Lender”). Under the terms of the agreement, Streeterville paid the Company
$2.5 million in exchange for an unsecured promissory Note with an Original Issue Discount of $781 thousand. The Company will pay $3.3
million consisting of the principal amount of the Note, together with the original issue discount and $20 thousand of lender transaction
fees, no later than November 18, 2027. The stated interest rate of the note is 10%.
Liquidity
and Capital Resources
Change
6/30/2026
12/31/2025
$
%
Cash and cash equivalents
$ 9,900
$ 2,985
$ 6,915
231.7 %
Marketable securities
64
62
2
3.2 %
Highly liquid assets
$ 9,964
$ 3,047
$ 6,917
227.0 %
Six months ended June 30,
Change
2026
2025
$
%
Cash used in operating activities
$ (7,309 )
$ (3,892 )
$ (3,417 )
87.8 %
Cash (used in) provided by investing activities
(149 )
1,652
(1,801 )
-109.0 %
Cash provided by financing activities
14,373
1,015
13,358
1316.1 %
Net change in cash
$ 6,915
$ (1,225 )
$ 8,140
664.5 %
46
Cash
balances increased by $6.9 million or 231.7% during the six months ended June 30, 2026, primarily the result of ongoing financing
initiatives. The Company raised $1.8 million from a grant of rights offering, $2.5 million from its ATM offering, and $5.7 million
from warrant exercises, $1.6 million from the rights offering and $5.3 million from registered directs net of issuance costs during
the quarter ended June 30, 2026.
Cash
used by operating activities increased during the six months ended June 30, 2026 when compared to the six months ended June 30, 2025
primarily due to the utilization of cash for accounts payable and accrued expenses as well as administrative costs associated with equity
transactions.
During
the six months ended June 30, 2025, the Company utilized a portion of its investments to provide cash for operations. During the six
months ended June 30, 2026, the Company utilized financing activities to provide the necessary operating funds which caused a $1.8 million
difference in cash from investing activities when comparing the periods.
Our
principal source of liquidity is our cash and cash equivalents, marketable securities, and proceeds from financing activities to
provide the necessary funding to meet our obligations as they become due. As of June 30, 2026, we had $10.0 million in cash, cash
equivalents and marketable investments, inclusive of $64 thousand in marketable securities, compared with $3.0 million as of December
31, 2025.
On
September 6, 2024, an amendment to an agreement dated April 7, 2022, was executed by us and Amarex clarifying and changing the nature
of the remaining execution fee of $725 thousand. The amendment allowed that the remainder would not be exclusive to the agreement dated
on April 7, 2022, that the nature of the payment changed from an execution fee to a fully refundable deposit, and that it could be applied
to any invoice upon mutual agreement of the parties, removed the threshold contingencies, and if such invoices were not sufficient to
exhaust the balance, that the refund would be refunded in cash. Due to the changes brought about by the amendment, the nature of the
payment changed to deposit status. At June 30, 2026, we had a remaining deposit of $128 thousand which may be used to offset future clinical
research expenditures. This deposit is listed as a non-current asset on the balance sheet but could provide working capital if the timing
of expenditures are realized within the next 12 months.
On
April 4, 2025, trading of the Company’s common stock had been suspended by NYSE American. Leading up to this event, the Company
and Streeterville (the “Lender”) were in regular communication, regarding the potential impact on the loan agreements. On
May 13, 2025, we entered into a Forbearance Agreement with the Lender pursuant to which, for a 1% fee and expenses, the Lender released
the Company and its affiliates from all defaults under the Agreements through the date of the Forbearance Agreement and confirmed that,
as a result, no Default Interest was due, with no adverse effect on liquidity.
On
March 6, 2026, we completed a rights offering (the “2026 Rights Offering”) to our stockholders and to holders of certain
of our outstanding options and warrants that had the right to participate in the 2026 Rights Offering as of February 10, 2026, the record
date. In the Rights Offering we issued non-transferable subscription rights to purchase 1,842 Units. Each Unit consists of one share
of Series G Convertible Preferred Stock (the “G Preferred”) and 2,000 warrants to purchase common stock (the “G Warrants”).
Each share of G Preferred is convertible, at the option of the holder at any time, into a number of shares of our common stock equal
to the quotient of the stated value of the Preferred Stock ($1 thousand) divided by $1.00, the conversion price. Each G Warrant is exercisable
for one share of our common stock at an exercise price of $1.00 per share from March 6, 2026, the date of issuance, through its expiration
five years from the date of issuance. The 2026 Rights Offering raised $1.8 million in gross proceeds.
We
entered into an amendment to a Promissory Note with our Lender on March 10, 2026. The maturity date for the Note was extended until June
30, 2026, and then further extended to June 30, 2027. Other than the maturity date extension, there were no other changes to the agreement.
On 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.
47
Pursuant 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.
On May 8, 2026, the Company completed the Inducement
Transaction and received aggregate gross proceeds of approximately $3.6 million and issued the Inducement Warrants.
Ladenburg Thalmann & Co. Inc. 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 outstanding.
On 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.
On 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
As
a research and development company, we are conducting research necessary to bring our product, Ampligen, to market. As such, we primarily
rely on financing activities to provide the necessary funding to meet our obligations as they become due. AIM has a long and demonstrated
history of success in these efforts, however, there is no assurance that we will be successful in attaining the necessary funding in
the future.
Compliance
with NYSE American
On
December 11, 2024, we received an official notice of noncompliance with the NYSE American’s continued listing requirements
specifically relating to a required stockholders’ equity of $6 million or more. The NYSE American’s review showed that
we were not in compliance with that requirement. We submitted a plan (the “Plan”) to the NYSE American detailing actions
we would take to regain compliance by June 11, 2026. The NYSE American accepted our Plan on February 26, 2025. If we had been unable to regain compliance by June 11, 2026, our common stock was subject to delisting from the NYSE American. As of June 30, 2026, our
stockholders’ equity was $7.7 million.
On
April 30, 2025, the Company held a special meeting of stockholders and authorized the Company’s Board of Directors to effect a
reverse split at its discretion on a basis of up to one for 100 outstanding shares of Common Stock. On May 29, 2025, the Board authorized
the Reverse Split and on June 10, 2025, the Company filed an amendment to its Articles of Incorporation effecting a reverse split of
its outstanding shares of Common Stock on a one for 100 basis (the “Reverse Split”). Stockholders were given cash in lieu
of any fractional shares on a post-split basis.
On
June 11, 2025, the Company was notified by the NYSE American that the Company had regained compliance with Section 1003(f)(v) of the
NYSE American’s Company Guide (low selling price) and that trading in the Company’s Common Stock was reinstated on the NYSE
American on June 17, 2025.
During
the third quarter of 2025, an agreement was reached with a vendor surrounding legal fees. The agreement provided that $3 million of previously
billed fees would be forgiven in exchange for payments totaling $1.9 million. The reduction was included as “other income”
and accounts payable was reduced.
48
On
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.
This resulted in a $8.7 million increase in stockholders’ equity.
On 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 $3.6 million in consideration of the
Company’s agreement to issue new warrants upon such exercise.
On 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.
On
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 believed it currently had stockholders’ equity in excess of the $6.0 million minimum requirement.
The
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.
We
are committed to a focused business plan oriented toward finding senior co-development partners with the capital and expertise needed
to commercialize the many potential therapeutic aspects of our experimental drugs and our FDA approved drug Alferon N Injection.
The
development of our products requires the commitment of substantial resources to conduct time-consuming research, preclinical development,
and clinical trials that are necessary to bring pharmaceutical products to market. We believe, based on our current financial condition,
that we do not have adequate funds to meet our anticipated operational cash needs and fund current clinical trials. At present we do
not generate any material revenues from operations, and we do not anticipate doing so in the near future. We will need to obtain additional
funding in the future to continue operations and for new studies and/or if current studies do not yield positive results, require unanticipated
changes and/or additional studies.
AIM is actively working to explore the potential of Ampligen as an antiviral. We believe that Ampligen’s ability to activate antiviral
immune system pathways could make the drug an effective broad-spectrum therapeutic tool against current viruses - such as SARS-CoV-2 -
and future viruses that may emerge either as variants, or as entirely new challenges.
At
present we do not generate any material revenues from operations, and we do not anticipate doing so in the near future. We will need
to obtain additional funding in the future for new studies and/or if current studies do not yield positive results, require unanticipated
changes and/or additional studies. If we are unable to commercialize and sell Ampligen and/or recommence material sales of Alferon N
Injection, our operations, financial position and liquidity may be adversely impacted, and additional financing may be required. There
can be no assurances that, if needed, we will be able to raise adequate funds or enter into licensing, partnering or other arrangements
to advance our business goals. We may seek to access the public equity market whenever conditions are favorable, even if we do not have
an immediate need for additional capital at that time. We are unable to estimate the amount, timing or nature of future sales of outstanding
common stock or instruments convertible into or exercisable for our common stock. Any additional funding may result in significant dilution
and could involve the issuance of securities with rights, which are senior to those of existing stockholders. See Part I, Item 1A - “Risk
Factors; We will require additional financing which may not be available”.
49
Material
Cash Requirements
Over
the next 12 months, we anticipate that our primary cash requirements will include funding ongoing clinical trials for pancreatic cancer,
general and administrative expenses, and debt service obligations. As of June 30, 2026, we had approximately $10.0 million in cash, cash
equivalents, and marketable securities. We estimate that our short-term (annual) working capital requirements currently range between
$7.2 million and $10.8 million depending on the progress of clinical trials and financing sources.
Our
long-term capital needs will depend significantly on the outcome of our ongoing clinical trials, regulatory decisions, and our ability
to secure strategic partnerships or licensing arrangements. If Ampligen receives regulatory approval for any indication, we would require
substantial additional capital to support commercialization activities. We may seek to raise additional capital through public or private
equity offerings, debt financing, or collaborative arrangements with strategic partners.
As of June 30, 2026,
we did not have any off-balance sheet arrangements, as defined in Item 303(b) of Regulation S-K, that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to investors.
Possible
Sources of Funding
Equity Distribution
Agreement
The
Company plans to enter into a new Equity Distribution Agreement in August 2026.
ITEM
3: Quantitative and Qualitative Disclosures About Market Risk
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required
under this item.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.