What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-27 compared with 2024-04-01 · 1543 added, 1108 removed, 1206 unchanged (69% of the section changed)

Controls and Procedures.

and Procedures.

Effectiveness

38 unchanged sentences

has assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.

In making this assessment,

Management used the criteria set forth in the framework in 2013 established by the Committee of Sponsoring Organizations of the

Treadway Commission Internal Control—Integrated Framework, (COSO).

A material weakness is a deficiency, or combination of

deficiencies, such that there is a reasonable possibility that a material misstatement of

our annual or interim financial statements will not be prevented or detected on a timely basis.

In making this assessment, Management

used the criteria set forth in the framework in 2013 established by the Committee of Sponsoring Organizations of the Treadway Commission

Internal Control—Integrated Framework, (COSO).

A material weakness is a deficiency, or combination of deficiencies, such that there

is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected

on a timely basis.

has concluded that we did maintain effective internal control over financial reporting as of December 31, 2024, based on the criteria

set forth in “Internal Control—Integrated Framework” issued by the COSO.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent

Directors and Executive Officers and Corporate Governance.

This report does not include an attestation report of our independent registered

public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by

our independent registered public accounting firm pursuant to rules of the SEC that permits us to provide only management’s report

in this report.

received no tice from the NYSE American about our potential delisting and we have submitted a Plan that has been accepted by the NYSE

American to regain compliance and fund our continued operations.

Please see Item 7.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations;

Liquidity and Capital Resources;

Potential Delisting from the NYSE American, above.

Regarding Foreign Jurisdictions that Prevent Inspections.

and Executive Officers and Corporate Governance.

following sets forth biographical information about each of our Directors and Executive Officers as of the date of this report:

Equels, M.S., J.D.

Executive Officer, President and Director

Operating Officer, General Counsel & Secretary

Mitchell, M.D., Ph.D.

of the Board and Director

Chemerow, MBA

Rodino III, Esq.

Operating Officer, General Counsel and Secretary

Dickey IV, MBA

Financial Officer

31 unchanged sentences

given the complex budgets and long timelines associated with drug development programs.

EQUELS, is our Chief Executive Officer (since 2016), President (since 2015) and Executive

Vice Chairman (since 2008).

EQUELS, M.S., J.D.

is our Chief Executive Officer (since 2016), President (since 2015) and Executive Vice Chair (since 2008).

He has also been one of our Directors since 2008.

Equels was formerly the President and Managing Director

of the Equels Law Firm in Miami, Fla.

For over a quarter century, he represented national governments, state governments and private companies

in banking, insurance, aviation, pharmaceutical and construction matters.

He also was on numerous occasions the court-appointed receiver

to turn around distressed companies.

Equels was formerly the President and Managing Director of the Equels Law Firm

in Miami, Fla.

For over a quarter century, he represented national governments, state governments and private companies in banking, insurance,

aviation, pharmaceutical and construction matters.

He also was on numerous occasions the court-appointed receiver to turn around distressed

Equels received his Juris Doctor degree with high honors from Florida State University.

his Bachelor of Science, summa cum laude, from Troy University and also obtained his Master of Science Degree from Troy University.

Equels began his professional career as a military pilot.

He served in Vietnam and was awarded two Distinguished Flying Crosses, the Bronze

Star, the Purple Heart, and fifteen Air Medals.

He received his Bachelor of Science,

summa cum laude, from Troy University and also obtained his Master of Science Degree from Troy University.

Equels began his professional

career as a military pilot.

He served in Vietnam and was awarded two Distinguished Flying Crosses, the Bronze Star, the Purple Heart,

and fifteen Air Medals.

In 2012, he was Knighted by Pope Benedict.

EQUELS, M.S., J.D.

- Director Qualifications:

3 unchanged sentences

of clinical trials, creating intellectual property concepts, and established plan to finance drug development.

MITCHELL, M.D., Ph.D., has been a Director since July 1998 and Chairman of the Board since February 2016.

Mitchell is a Professor

of Pathology, Microbiology & Immunology at Vanderbilt University School of Medicine and is a board certified physician.

earned an M.D.

from Vanderbilt University and a Ph.D.

from Johns Hopkins University, where he served as a House Officer in Internal Medicine,

followed by a Fellowship at its School of Medicine.

Mitchell has published over 200 papers, reviews and abstracts that relate to

viral pathogenesis, anti-viral drugs, immune responses to infection, cancer diagnostics, as well as other biomedical topics.

has been active in many professional societies that have included the American Society of Investigative Pathology, the International

Society for Antiviral Research, the American Society of Clinical Oncology, the American Society of Biochemistry and Molecular Biology,

the American Chemical Society, the International Academy of Pathology, the United States and Canadian Academy of Pathology, and the American

Society of Microbiology.

Mitchell is a member of the American Medical Association.

He has served on numerous government review committees,

among them the Centers for Disease Control and Prevention (CDC) and the National Institutes of Health, including the initial AIDS and

Related Research Review Group.

Mitchell previously served as one of our Directors from 1987 to 1989.

MITCHELL, M.D., Ph.D.

- Director Qualifications:

Experience – Professor at Vanderbilt University School of Medicine.

He was an independent member of the Board of Directors

for Chronix Biomedical and was Chairman of its Medical Advisory Board.

Additionally, he has served on multiple governmental review

committees of the National Institutes of Health, Centers for Disease Control and Prevention and for the European Union, including

key roles as Chairman;

and Industry Experience – Physician scientist with extensive investigative experience on viral and immunology, and cancer issues

relevant to our scientific business along with being a former independent Director of an entrepreneurial diagnostic company (Chronix

Biomedical) that is involved in next generation DNA sequencing for blood based cancer diagnosis (i.e.- the liquid biopsy).;

Legal or Regulatory Experience - M.D., Ph.D.

and professor at a top ranked school of medicine, and inventor of record on numerous

and international patents who is experienced in regulatory affairs through filings with the FDA.

APPELROUTH, CPA was appointed as a director and head of the Audit Committee in August 2016 and is a certified public accountant

and partner at Appelrouth Farah & Co., P.A.

and, since March 2022, a partner at Citrin Cooperman Advisors, LLP, both Certified Public

Appelrouth is also a certified forensic accountant and possesses 40 years of experience in Accounting and Consulting.

He is a member of or has affiliations with the AICPA, American College of Forensic Examiners, Association of Certified Fraud Examiners,

past member of the Florida Bar Grievance Committee, Florida Institute of Certified Public Accountants and InfraGard Member, a national

information sharing program between the Federal Bureau of Investigation and the private sector.

Appelrouth graduated from Florida State University in 1975 and received his Master’s Degree in Finance from Florida International

University in 1980.

The Board has determined Mr.

Appelrouth to be an Independent Director as required under Section 803(2) of the NYSE:

American Company Guide and Rule 10A-3 under the Exchange Act.

APPELROUTH - Director Qualifications:

Experience –has served in leadership positions on numerous Boards and other organizations;

Experience – Partner at certified public accounting and advisory firm;

Certified Public Accountant and Certified Fraud Examiner;

Experience – FINRA Arbitrator.

Expert – over 40 years of accounting and audit experience.

BRYAN - was appointed as a director in March 2023.

Bryan is an established leader with more than 35 years of experience

in the life sciences industry.

She has served on executive leadership teams and played key roles in biopharmaceutical

companies’ successes, including marketing, sales, business development, financing, and communications.

From 2013 to 2023, Ms.

Bryan served as President and CEO of BioFlorida Inc., an association supporting the advancement of life sciences in Florida.

to joining BioFlorida, Ms.

Bryan began her career with major pharmaceutical companies including Merck, GlaxoSmithKline and Bayer

Pharmaceuticals.

She then went on to serve in a number of executive leadership positions in specialty pharmaceuticals and smaller,

start-up biotech companies, including Indevus Pharmaceuticals and NPS Pharmaceuticals.

Throughout her career, Ms.

develop, launch, and commercialize many products including blockbusters (Zantac, Levitra), major biologics (Tysabri) and orphan

drugs for rare diseases (Valstar for bladder cancer, Supprelin LA for central precocious puberty), and helped establish franchises

in a wide variety of therapeutic areas, including Oncology, Anti-infectives, GI and Autoimmune (MS, CD).

She has established a

successful track record with introducing strategic and tactical solutions to develop global markets as well as launch, grow and turn

around established and underperforming drugs, resulting in greater revenue, market share, profitability, and stockholder

BRYAN, MBA was appointed as a director of the Company in March 2023.

Bryan is an established leader with more than 35 years of

experience in the life sciences industry.

She has served on executive leadership teams and played key roles in biopharmaceutical companies’

successes, including marketing, sales, business development, financing and communications.

From May 2013 to December 2023, Ms.

served as the President and CEO of BioFlorida Inc., an association supporting the advancement of life sciences in Florida.

Prior to joining

BioFlorida, Ms.

Bryan began her career with major pharmaceutical companies including Merck, GlaxoSmithKline and Bayer Pharmaceuticals.

She then went on to serve in a number of executive leadership positions in specialty pharmaceuticals and smaller, start-up biotech companies,

including Indevus Pharmaceuticals and NPS Pharmaceuticals.

Throughout her career, Bryan helped develop, launch and commercialize many

products including blockbusters (Zantac, Levitra), major biologics (Tysabri) and orphan drugs for rare diseases (Valstar for bladder

cancer, Supprelin LA for central precocious puberty), and helped establish franchises in a wide variety of therapeutic areas, including

Oncology, Anti-infectives, GI, Urology and Autoimmune (MS, CD).

She has established a successful track record introducing strategic and

tactical solutions to develop global markets as well as launch, grow and turn around established and underperforming drugs, resulting

in greater revenue, market share, profitability and stockholder value.

Bryan holds a BA in Economics from the University of Virginia and an MBA from Columbia University, and her academic honors include Phi

Beta Kappa and Beta Gamma Sigma.

BRYAN – Director Qualifications:

BRYAN, MBA – Director Qualifications:

Experience – President and CEO of BioFlorida;

1 unchanged sentence

companies’ successes including marketing, sales, business development, financing initiatives and investor and PR communications;

Commercialization

Experience – 25 years of experience in Biopharmaceuticals in commercial positions of increasing responsibility involving primary

Industry/Commercialization

Experience – Experience in Biopharmaceuticals in commercial positions of increasing responsibility involving primary

care, biologics and specialty markets;

2 unchanged sentences

Anti-infectives, GI and Autoimmune (MS,CD).

MITCHELL, M.D., Ph.D.

has been a director since July 1998 and Chair of the Board since February 2016.

Mitchell has served

as a Professor of Pathology, Microbiology & Immunology, at Vanderbilt University School of Medicine since 1966 and is a board-certified

Mitchell earned an M.D.

from Vanderbilt and a Ph.D.

from Johns Hopkins University, where he served as House Officer in

Internal Medicine, followed by a Fellowship at its School of Medicine.

Mitchell has published over 250 papers, reviews and abstracts

that relate to viruses, anti-viral drugs, immune responses to viral infection, detection in blood of cancer DNA (i.e., the liquid biopsy),

and other biomedical topics.

Mitchell has worked for and with many professional societies that have included the American Society

of Investigative Pathology, the International Society for Antiviral Research, the American Society of Clinical Oncology, the American

Society of Biochemistry and Molecular Biology, the American Chemical Society, and the American Society of Microbiology.

is a member of the American Medical Association.

He has served on numerous government review committees, among them the Centers for Disease

Control and Prevention (CDC) and the National Institutes of Health, including the initial AIDS and Related Research Review Group.

Mitchell previously served as one of the Company’s directors from 1987 to 1989.

MITCHELL, M.D., Ph.D.

- Director Qualifications:

Experience – Professor at Vanderbilt University School of Medicine.

He was an independent member of the Board of Directors for

Chronix Biomedical and was Chairman of its Medical Advisory Board.

Additionally, he has served on multiple governmental review committees

of the National Institutes of Health, Centers for Disease Control and Prevention and for the European Union, including key roles as

and Industry Experience – Physician scientist with extensive investigative experience on viral and immunology, and cancer issues

relevant to our scientific business along with being a former independent Director of an entrepreneurial diagnostic company (Chronix

Biomedical) that is involved in next generation DNA sequencing for blood based cancer diagnosis (i.e.- the liquid biopsy).;

Legal or Regulatory Experience - M.D., Ph.D.

and professor at a top ranked school of medicine, and inventor of record on numerous U.S.

and international patents who is experienced in regulatory affairs through filings with the FDA.

KELLNER was elected as a Director of the Company in December 2024.

Kellner is a Chartered Financial Analyst with 50 years

of investment experience and currently manages his personal and family investments after retiring in 2017 from his career as a portfolio

manager at Fiduciary Management, Inc., an investment management firm that he founded in 1980.

Fiduciary Management, Inc.

currently manages

approximately $15 billion in assets, pension and profit-sharing trusts, Taft-Hartley and public funds, endowments and personal trusts

throughout the United States.

He is also the Chairman of Fiduciary Real Estate Development Inc., a business founded by Mr.

1984 that owns and manages over $2.3 billion in multi-family residential units.

Kellner previously served as a director of Metavante

Technologies, Inc., a then publicly-traded company that provided banking and payments technologies to financial services firms, from

2007 to 2009, and Marshall & Ilsley Corporation, a then publicly-traded bank and financial holding company, from 2000 to 2011.

also served as a director of each of the American Family Mutual Insurance Company from 2001 to 2018, and currently serves on the board

of the Kelben Foundation, a family foundation focused on education and health programs.

Kellner holds a BBA in Finance, Investments,

and Banking from the University of Wisconsin.

KELLNER - Director Qualifications:

Experience – Executive and founder of Fiduciary Management, Inc.

and Board of Directors Chairman and founder of Fiduciary Real

Estate Development Inc.

Extensive experience serving as an independent Board Member on three public company Boards, including participation

on Executive, Compensation, Finance, and Investment committees.

Additionally, he has served as a Board Member for several private

company and non-profit organizations;

Experience – Over 50 years of experience with financial analysis both as an executive and investor, executing strategic plans,

overseeing day-to-day financial management, and identifying investment monetization opportunities.

CHEMEROW, MBA was appointed as a Director of the Company in February 2025.

Chemerow brings more than 40 years of finance, accounting

and operations leadership experience across multiple industries.

He previously served as the Chief Financial Officer and Treasurer, and

prior to that as Chief Revenue Officer, of Comscore, Inc., an American-based global media measurement and analytics company.

his tenure at Comscore, Mr.

Chemerow served as the Chief Operating Officer and Chief Financial Officer of Rentrak Corporation through

its merger with Comscore, Inc.

in January 2016.

Prior to 2009, Mr.

Chemerow held senior executive roles leveraging his financial, business

and operational expertise across multiple companies.

Chemerow earned an AB in mathematics from Dartmouth College in 1973 and an MBA from the Amos Tuck School of Business

Administration at Dartmouth College in 1975.

CHEMEROW, MBA – Director Qualifications

Experience – Held senior executive roles leveraging his financial, business and operational

expertise across multiple companies.

Currently serves on the Board of Directors for Dunham’s

Athleisure Corporation and on the Advisory Board of Huntington Outdoor, LLC, Also serves

on the Board of non-profit theater, The Martha’s Vineyard Playhouse, and is President

of the Board of the Pilot Hill Farm Association.

Previously served as a member of the Board

of Directors of RiceBran Technologies, Inc.

and served 15 years as a Board member of Playboy

Experience - More than 40 years of finance, accounting and operations leadership experience across multiple industries.

Served as the

Chief Financial Officer and Treasurer, and prior to that as Chief Revenue Officer, of Comscore, Inc., an American-based global media

measurement and analytics company.

Served as the Chief Operating Officer and Chief Financial Officer of Rentrak Corporation through its

merger with Comscore, Inc.

about our Executive Officers

addition to Mr.

Equels (discussed above), the following are our Executive Officers during fiscal 2023:

RODINO III has been a Director since July 2013.

On September 30, 2016, Mr.

Rodino resigned as a member of our Board to permit

him to serve us in a new capacity.

Equels (discussed above), the following are our Executive Officers:

RODINO, III, Esq.

was a director of the Company from July 2013 until September 30, 2016, when Mr.

Rodino resigned as a member

of our Board to permit him to serve the Company in a new capacity.

Effective October 1, 2016, we retained Mr.

Rodino as our Executive Director for Governmental Relations,

and as our General Counsel and, as of October 16, 2019, Mr.

Rodino assumed the role of Chief Operating Officer.

Rodino has been our

Secretary since November 2016.

Rodino as our Executive

Director for Governmental Relations, and as our General Counsel and, as of October 16, 2019, Mr.

Rodino assumed the role of Chief Operating

Rodino has been our Secretary since November 2016.

Rodino has broad legal, financial, and executive experience.

In addition to being President of Rodino

Consulting LLC and managing partner at several law firms during his many years as a practicing attorney, he served as Chairman and CEO

of Crossroads Health Plan, the first major Health Maintenance Organization in New Jersey.

He also has had experience as an investment

executive in the securities industry and acted as trustee in numerous Chapter 11 complex corporate reorganizations.

Previously, as founder

and president of Rodino Consulting, Mr.

Rodino provided business and government relations consulting services to smaller companies with

a focus on helping them develop business plans, implement marketing strategies and acquire investment capital.

to being President of Rodino Consulting LLC and managing partner at several law firms during his many years as a practicing attorney,

he served as Chairman and CEO of Crossroads Health Plan, the first major Health Maintenance Organization in New Jersey.

He also has had

experience as an investment executive in the securities industry and acted as trustee in numerous Chapter 11 complex corporate reorganizations.

Previously, as founder and president of Rodino Consulting, Mr.

Rodino provided business and government relations consulting services

to smaller companies with a focus on helping them develop business plans, implement marketing strategies and acquire investment capital.

Rodino holds a B.S.

1 unchanged sentence

degree from Seton Hall University.

DICKEY, IV has been our Chief Financial Officer since April 4, 2022.

Dickey has more than 25 years of experience in C-suite financial

leadership for life science and medical device companies, both private and public, ranging from preclinical development to commercial

operations and across a variety of disease areas and medical technologies.

Dickey has served as Managing Director at Foresite Advisors

since March 2020 assuming responsibility for CFO advisory, financial analysis, capital raising, and transactional support/execution for

public offerings and M&A services at life science companies and was previously a Managing Director at Danforth Advisors from August

2018 to March 2020.

Both Foresite Advisors and Danforth Advisors provide financial support and investment advisory services.

served as a member on the board of directors at Emmaus Life Sciences, a biopharmaceutical company, from July 2019 to August 2022;

as a member on the board of directors at Sanuthera, Inc., a privately held medical device company, from 2013 to 2017, and was employed

as Chief Financial Officer of Motif Bio Plc., a NASDAQ and London AIM exchange-listed antibiotics company, from January 2017 to February

DICKEY IV, MBA has been our Chief Financial Officer since April 4, 2022.

Dickey was a senior vice president of the Company from 2008

Dickey has more than 25 years of experience in C-suite financial leadership for life science and medical device companies,

both private and public, ranging from preclinical development to commercial operations and across a variety of disease areas and medical

technologies.

Dickey has served as Managing Director at Foresite Advisors since March 2020 assuming responsibility for CFO advisory,

financial analysis, capital raising, and transactional support/execution for public offerings and M&A services at life science companies.

Dickey serves as a member on the board of directors of AngioGenex, SFA Therapeutics and GSNO Therapeutics.

Throughout his career

he has demonstrated C-level (CFO, COO and CEO) and Board level experience in public, private, revenue stage and development stage life

sciences and medical device companies and has played a leading role in two start-ups.

Earlier in his career, Mr.

Dickey spent 18 years in investment banking, primarily at Lehman Brothers, with a background split between

mergers and acquisitions and capital markets transactions.

Dickey was a senior vice president of the Company from 2008 until 2013.

Throughout his career he has demonstrated C-level (CFO, COO and CEO) and Board level experience in public, private, revenue stage and

development stage life sciences and medical device companies and has played a leading role in two start-ups.

His prior career as an investment

banker included 14 years at Lehman Brothers.

Dickey is experienced in all stages of the business lifecycle, including start-up, high-growth

and turnarounds, and in building businesses and achieving an exit.

He also has international experience, expertise in public and private

financings, M&A, partnering/licensing transactions, project management and Chapter 11 reorganizations, as well as interacting with

boards, VC’s, shareholders and Wall Street.

Dickey spent 18 years

in investment banking, primarily at Lehman Brothers, with a background split between mergers and acquisitions and capital markets transactions.

Dickey is experienced in all stages of the business lifecycle, including start-up, high-growth and turnarounds, and in building businesses

and achieving an exit.

He also has international experience, expertise in public and private financings, M&A, partnering/licensing

transactions, project management and Chapter 11 reorganizations, as well as interacting with boards, VC’s, shareholders and Wall

Dickey has an MBA from The Wharton School and an AB from Princeton University.

Committee and Audit Committee Expert

Audit Committee of our Board consists of Stewart L.

Appelrouth (Chair) and Dr.

Mitchell, both determined by the Board to be Independent

The Audit Committee of our Board

consists of Ms.

Bryan (Chair), Dr.

Mitchell, Mr.

Kellner and Mr.

Chemerow, all of whom have been determined by the Board to be Independent

Directors as required under Section 803(2) of the NYSE:

1 unchanged sentence

The Board has determined

Appelrouth qualifies as an “audit committee financial expert” as that term is defined by Section 803B(2) of the

American Company Guide and the rules and regulations of the SEC.

On March 28, 2023, Ms.

Bryan was appointed as an additional member

of the Audit Committee.

Mitchell, Ms.

Bryan and Mr.

Appelrouth to be independent of management and free of any relationship that would interfere

with their exercise of independent judgment as members of this Committee.

The principal functions of the Audit Committee are to (1) assist

the Board in fulfilling its oversight responsibility relating to the annual independent audit of our consolidated financial statements

and management’s assessment of internal control over financial reporting, the engagement of the independent registered public accounting

firm and the evaluation of the independent registered public accounting firm’s qualifications, independence and performance;

select the independent registered public accounting firm, oversee the work of the independent registered public accounting firm, pre-approve

all auditing services of the independent registered public accounting firm and evaluate the independent registered public accounting

firm’s qualifications, independence and performance;

(3) prepare the reports or statements as may be required by NYSE American

or the securities laws;

(4) assist the Board in fulfilling its oversight responsibility relating to the integrity of our financial statements

and financial reporting process and our system of internal accounting and financial controls;

(5) discuss the financial statements and

reports with management and the independent registered public accounting firm, including critical accounting policies and practices,

our disclosures in our Annual Report and any significant financial reporting that arose in the preparation of the audited financial statements;

and (6) oversee the Disclosure Control Committee.

The Audit Committee is authorized to engage independent counsel and other advisors

as it deems necessary.

Audit Committee formally met twelve times in 2023 with all committee members in attendance.

Chemerow each qualifies as an “audit committee financial expert” as that term is defined by Section

803B(2) of the NYSE:

American Company Guide and the rules and regulations of the SEC.

Kellner and Chemerow were appointed

to the Audit Committee on March 13, 2025.

believe all of the foregoing to be independent of management and free of any relationship that would interfere with their exercise of

independent judgment as members of this Committee.

The principal functions of the Audit Committee are to (1) assist the Board in fulfilling

its oversight responsibility relating to the annual independent audit of our consolidated financial statements and management’s

assessment of internal control over financial reporting, the engagement of the independent registered public accounting firm and the

evaluation of the independent registered public accounting firm’s qualifications, independence and performance;

(2) select the

independent registered public accounting firm, oversee the work of the independent registered public accounting firm, pre-approve all

auditing services of the independent registered public accounting firm and evaluate the independent registered public accounting firm’s

qualifications, independence and performance;

(3) prepare the reports or statements as may be required by NYSE American or the securities

(4) assist the Board in fulfilling its oversight responsibility relating to the integrity of our financial statements and financial

reporting process and our system of internal accounting and financial controls;

(5) discuss the financial statements and reports with

management and the independent registered public accounting firm, including critical accounting policies and practices, our disclosures

in our Annual Report and any significant financial reporting that arose in the preparation of the audited financial statements;

oversee the Disclosure Control Committee.

The Audit Committee is authorized to engage independent counsel and other advisors as it deems

Audit Committee formally met six times in 2024 with all committee members in attendance.

Our General Counsel and Chief Financial Officer

18 unchanged sentences

all of whom are members.

The SAB met one time in 2023.

The SAB did not meet in 2024.

Controls Committee

16 unchanged sentences

Directors, Dr.

David Strayer, Chief Scientific Officer, Diane Young, our Clinical Project Manager, Jodie Pelz, our Director of Finance,

and Ann Marie Coverly, Director of HR and Administration serving as the Deputy Investor Relations Coordinator.

David Strayer, Medical Officer, Diane Young, our Clinical Project Manager, Jodie Pelz, our Director of Finance, and Ann

Marie Coverly, Director of HR and Administration serving as the Deputy Investor Relations Coordinator.

The full text of the DCC’s

5 unchanged sentences

Bryan was appointed as an additional member of this committee

The Executive Committee reports to the Board, and its purpose is to aid the Board in handling matters which, in the opinion of the Chairman

of the Board, should not be postponed until the next scheduled meeting of the Board.

Equels, our Chief Executive Officer is the chair

of the Committee and is a member of the Committee along with three of our independent directors, Mr.

Appelrouth, Dr.

and on March 13, 2025, Mr.

Kellner was appointed as an additional member of this committee.

The Executive Committee reports to the Board,

and its purpose is to aid the Board in handling matters which, in the opinion of the Chairman of the Board, should not be postponed until

the next scheduled meeting of the Board.

Equels, our Chief Executive Officer is the chair of the Committee and is a member of the

Committee along with our two independent directors, Dr.

Mitchell and Ms.

The full text of the Executive Committee Charter, as approved by the Board, is available on our website:

www.aimimmuno.com in

the “Investor Relations” tab under “Corporate Governance”.

The full text of the Executive Committee Charter, as

approved by the Board, is available on our website:

www.aimimmuno.com in the “Investor Relations” tab under “Corporate

The Committee did not meet in 2024.

Compensation Committee consists of Nancy Bryan (Chair), William Mitchell, M.D., Ph.D., Ted Kellner and David Chemerow.

Keller and Chemerow were appointed to this committee on March 13, 2025.

Each of these committee members is “independent”

under applicable NYSE American rules, a “Non-Employee Director” as defined in Rule 16b-3 under the Exchange Act, and an

“Outside Director” as defined under the U.S.

Treasury regulations promulgated under Section 162(m) of the Internal

Revenue Code of 1986, as amended (the “Internal Revenue Code”).

Compensation Committee oversees implementation and administration of our compensation and employee benefits programs with the goal of

attracting, retaining and motivating executives and officers, as well as other employees, to improve their performance and our financial

In that regard, the Compensation Committee (1) reviews and approves corporate goals and objectives relevant to compensation;

(2) evaluates the performance and compensation of our officers and executives and reviews the compensation of all other non-officer executives

that are considered highly paid;

(3) reviews and approves employment agreements, severance agreements, change of control agreements,

deferred compensation agreements, perquisites and similar compensation arrangements of our executive officers;

(4) makes recommendations

to the Board on the compensation of non-employee members of the Board;

(5) administers our incentive and equity-based compensation plans,

including, approving the grant of equity awards under such plans, reviewing such plans and making recommendations to the Board regarding

the adoption, amendment or termination of such plans;

(6) selects and determines the fees and scope of work of its compensation consultants;

and (7) reviews our compensation strategy to assure that it continues to advance our objectives and promote stockholder value.

text of the Compensation Committee’s Charter, as approved by the Board, is available on our website:

www.aimimmuno.com in the “Investor

Relations” tab under “Corporate Governance”.

Committee formally met four times in 2024 and all committee members were in attendance for the meetings.

Our General Counsel, Chief Financial

Officer and Director of Human Resources support the Compensation Committee in its work.

Governance and Nomination Committee

Corporate Governance and Nomination Committee consists of Dr.

Mitchell (Chair) and Director, and Mr.

On March 28, 2023, Ms.

Nancy Bryan was appointed as an additional member of this committee.

In 2023, the Corporate Governance

and Nomination Committee met two times.

Mitchell (Chair) and Director, and Nancy K.

Bryan, Director.

In 2024, the Corporate Governance and Nomination Committee met two times.

All committee members were in attendance for the meetings.

22 unchanged sentences

Director candidates should demonstrate

the qualifications, experience and skills for Board members which are important to AIM’s business and its future, as outlined in

Proposal 1 below.

the qualifications, experience and skills for Board members which are important to AIM’s business and its future.

aspire to the highest standards of ethical conduct;

14 unchanged sentences

written request to our office at 2117 SW Highway 484, Ocala, FL 34473.

Trading Policy

Insider Trading Policy is contained in our Code of Ethics (see above) which, inter alia, governs the purchase, sale and other dispositions

of ours securities by directors, officers and employees and our affiliates, as well as their immediate family members and other persons

living in their households.

The Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules

and regulations and any listing standards applicable to us.

The Insider Trading Policy prohibits covered persons from directly or indirectly

purchasing or selling our securities while in possession of material non-public information concerning us.

Grant Practices

we have not adopted a formal policy pertaining to the timing of stock option grants to our named executive officers, it is our practice

no t to time the grant of equity awards, including stock options, in relation to the release of material non-public information (“MNPI”).

Similarly, the Company does no t time the disclosure of MNPI for the purpose of affecting the value of executive compensation.

our Compensation Committee generally approves the grant of equity awards for our executive officers, including each of the named executive

on Liability and Indemnification of Directors and Officers

as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us,

we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act

and is therefore unenforceable.

may obtain a copy of this Code by visiting our website at www.aimimmuno.com (Investor Relations / Corporate Governance) or by

written request to our office at 2117 SW Highway 484, Ocala, FL 34473.

16(a) Beneficial Ownership Reporting Compliance

federal securities laws, our directors and officers, and any beneficial owner of more than 10% of a class of our equity securities,

are required to report their ownership of the Company’s equity securities and any changes in such ownership in a timely

We are required to disclose in this Report any delinquent filing of such reports and any failure to file such reports during

the fiscal year ended December 31, 2023.

Based solely upon information provided by officers and directors and greater than 10%

owners, we are not aware of any filings not made on a timely basis, except for two Forms 4 filed on March 27, 2024, to report awards

of options to Thomas Equels and Peter Rodino on November 30, 2023.

Executive Compensation.

federal securities laws, our directors and officers, and any beneficial owner of more than 10% of a class of our equity securities, are

required to report their ownership of the Company’s equity securities and any changes in such ownership in a timely manner.

are required to disclose in this Report any delinquent filing of such reports and any failure to file such reports during the fiscal

year ended December 31, 2024.

Based solely upon information provided by officers and directors and greater than 10% owners, we are not

aware of any filings not made on a timely basis, except for a Form 4 filed on January 21, 2025, to report Thomas Equels purchase of shares.

Compensation.

DISCUSSION AND ANALYSIS

6 unchanged sentences

Dickey IV, Chief Financial Officer (“CFO”);

Rodino, Chief Operating Officer (“COO”), General Counsel and Company Secretary (“CS”).

November 2020, we entered into an employment agreement with Thomas Equels, the agreement runs for five years with a base salary of $850,000.

Equels will be awarded a year-end target bonus of $350,000.

In March 2021, subsequent to the fiscal year ended December 31, 2020,

we entered into employment agreements with Peter Rodino.

The agreement runs for three years, respectively.

Rodino, Chief Operating Officer (“COO”), General Counsel and Company Secretary

November 2020, we entered into an employment agreement with Thomas Equels.

The agreement runs for five years but automatically renews

for additional five-year periods unless terminated in writing prior to the end of the then current term.

Compensation is divided into

both short- and long-term compensation.

Short-term (cash) compensation will consist of a base salary of $425,000.

Rodino will be

awarded a year-end target bonus based on performance and goals established by the Compensation Committee.

Long term compensation will

be provided by 100,000 non-qualified yearly stock options with one-year vesting commencing on November 30, 2021.

Short-term (cash) compensation consists of a base salary of $850,000.

Equels will be awarded

a year-end target bonus based on performance and goals established by the Compensation Committee of up to $350,000.

Long term compensation

will be provided by 100,000 non-qualified yearly stock options with one-year vesting commencing on November 30, 2021.

In March 2021,

we entered into employment agreements with Peter Rodino.

The agreement runs for three years but automatically renews for additional three-year

periods unless terminated in writing prior to the end of the then current term.

The Agreement renewed.

Compensation is divided into both

short- and long-term compensation.

Short-term (cash) compensation consists of a base salary of $425,000.

Rodino will be awarded a

year-end target bonus based on performance and goals established by the Compensation Committee.

Long term compensation will be provided

by 100,000 non-qualified yearly stock options with one-year vesting commencing on November 30, 2021.

In addition, Mr.

Equels and Mr.

Rodino will be entitled to awards (“Event Awards”) equal to 3% for Mr.

Equels and 1% for Mr.

Rodino of the “Gross

Proceeds” from specific events such as acquisitions, licensing agreements or “therapeutic indication” (each, an “Event”).

Rodino of the “Gross Proceeds”

from specific events such as acquisitions, licensing agreements or “therapeutic indication” (each, an “Event”).

Gross Proceeds means those cash amounts paid to us by the other parties for licensing agreements, therapeutic acquisitions or any other

10 unchanged sentences

Dickey serves as our Chief Financial Officer, effective April 4, 2022.

of Compensation Committee

Compensation Committee consists of the following three directors, each of whom is “independent” under applicable NYSE American

rules, a “Non-Employee Director” as defined in Rule 16b-3 under the Exchange Act, and an “Outside Director” as

defined under the U.S.

Treasury regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal

Revenue Code”):

William Mitchell, M.D., Ph.D.

(Chair) and Stewart L.

On March 28, 2023, Ms.

Bryan was appointed as

an additional member of this committee.

Compensation Committee oversees implementation and administration of our compensation and employee benefits programs with the goal of

attracting, retaining and motivating executives and officers, as well as other employees, to improve their performance and our financial

In that regard, the Compensation Committee (1) reviews and approves corporate goals and objectives relevant to compensation;

(2) evaluates the performance and compensation of our officers and executives and reviews the compensation of all other non-officer executives

that are considered highly paid;

(3) reviews and approves employment agreements, severance agreements, change of control agreements,

deferred compensation agreements, perquisites and similar compensation arrangements of our executive officers;

(4) makes recommendations

to the Board on the compensation of non-employee members of the Board;

(5) administers our incentive and equity-based compensation plans,

including, approving the grant of equity awards under such plans, reviewing such plans and making recommendations to the Board regarding

the adoption, amendment or termination of such plans;

(6) selects and determines the fees and scope of work of its compensation consultants;

and (7) reviews our compensation strategy to assure that it continues to advance our objectives and promote stockholder value.

text of the Compensation Committee’s Charter, as approved by the Board, is available on our website:

www.aimimmuno.com in the “Investor

Relations” tab under “Corporate Governance”.

Committee formally met four times in 2023 and all committee members were in attendance for the meetings.

Our General Counsel, Chief Financial

Officer and Director of Human Resources support the Compensation Committee in its work.

Equels employment agreement was amended in August 2024 and further amended in September 2024.

The first amendment revised short term

compensation during the one-year period ending August 12, 2025.

The Employee’s Short-term compensation consists of a base salary

of $750,000 and shares of the Company’s common stock, $.001 par value, valued at $100,000, such value equal to 100% of the closing

price of the Company’s common stock on the NYSE American on the trading date immediately preceding August 12, 2024.

amendment further revised short term compensation during the one year period ending September 11, 2025.

The Employee’s short-term

compensation consists of a base salary of $650,000 and shares of the Company’s common stock, $.001 par value, valued at $100,000,

such value equal to 100% of the closing price of the Company’s common stock on the NYSE American on the trading date immediately

preceding September 11, 2024.

Rodino’s employment agreement was amended in August 2024 and further amended in September 2024.

The first amendment revised short

term compensation during the one-year period ending August 12, 2025.

The Employee’s Short-term compensation consists of a base

salary of $375,000 and shares of the Company’s common stock, $.001 par value, valued at $50,000, such value equal to 100% of the

closing price of the Company’s common stock on the NYSE American on the trading date immediately preceding August 12, 2024.

of Stockholder Advisory Vote on Executive Compensation

the November 2022 Annual Meeting of Stockholders, the Stockholders did not approve the annual, non-binding advisory vote on Executive

the December 2024 Annual Meeting of Stockholders, the Stockholders did not approve the annual, non-binding advisory vote on Executive

Compensation.

1 unchanged sentence

primary objectives of the Compensation Committee of our Board of Directors with respect to Executive compensation are to attract and

retain the most talented and dedicated Executives possible, to tie annual and long-term cash and stock incentives to achievement of measurable

performance objectives, and to align Executives’ incentives with stockholder value creation.

To achieve these objectives, the Compensation

Committee expects to implement and maintain compensation plans that tie a substantial portion of Executives’ overall compensation

to key strategic financial and operational goals such as the establishment and maintenance of key strategic relationships, the development

of our products, the identification and advancement of additional products and the performance of our common stock price.

The Compensation

Committee evaluates individual Executive performance with the goal of setting compensation at levels the Committee believes are comparable

with Executives in other companies of similar size and stage of development operating in the biotechnology industry while taking into

account our relative performance, our own strategic goals, governmental regulations and the results of Stockholder Advisory Votes regarding

executive compensation.

retain the most talented and dedicated Executives possible, to tie annual and long-term cash and stock incentives to the achievement

of measurable performance objectives, and to align Executives’ incentives with stockholder value creation.

To achieve these objectives,

the Compensation Committee expects to implement and maintain compensation plans that tie a substantial portion of Executives’ overall

compensation to key strategic financial and operational goals such as the establishment and maintenance of key strategic relationships,

the development of our products, the identification and advancement of additional products and the performance of our common stock price.

The Compensation Committee evaluates individual Executive performance with the goal of setting compensation at levels the Committee believes

are comparable with Executives in other companies of similar size and stage of development operating in the biotechnology industry while

taking into account our relative performance, our own strategic goals, governmental regulations and the results of Stockholder Advisory

Votes regarding executive compensation.

following table provides information on the compensation during the fiscal years ended December 31, 2024 and 2023 of Thomas Equels, our

3 unchanged sentences

Salary / Fees $ (2)

Stock Awards $ (2)

Non-Equity Incentive Plan Compensation $

Change in Pension Valued and NQDC Earnings

Non-qualified Deferred Compensation Earnings $

All Other Compensation $ (3)

5 unchanged sentences

option awards were valued using the Black-Scholes method.

Named Executive Officers, who are also Directors that receive compensation for their services as a Director, the Salary/Fees and

Option Awards columns include compensation that was received by them for their role as a member of the Board of Directors.

required by Regulation S-K, Item 402(c), compensation for services as a Director have been reported within the “Summary Compensation

Table” (above) for fiscal years of 2023 and 2022 as well as reported separately in the “Compensation of Directors”

section (see below) for calendar year 2023.

The options for 2024 were deferred

to a later date and not issued as of December 31, 2024.

Named Executive Officers, who are also Directors that receive compensation for their services

as a Director, the Salary/Fees and Option Awards columns include compensation that was received

by them for their role as a member of the Board of Directors.

As is required by Regulation

S-K, Item 402(c), compensation for services as a Director have been reported within the “Summary

Compensation Table” (above) for fiscal years of 2024 and 2023 as well as reported separately

in the “Compensation of Directors” section (see below) for calendar year 2024.

to his current employment agreement, Mr.

Equels is entitled to 3% of the “Gross Proceeds” (as defined in the employment

agreement) for “significant events” (as described in the employment agreement) There were no payments during 2023 and

Equels is entitled to 3% of the “Gross Proceeds” (as defined in the employment agreement)

for “significant events” (as described in the employment agreement) There were no payments during 2024 and 2023.

to his current employment agreement, Mr.

Rodino is entitled to 1% of the “Gross Proceeds” (as defined in the employment agreement)

for “significant events” (as described in the employment agreement) There were no payments during 2024 and 2023.

part of our cash conservation strategy, we issued common stock as a substitute for cash salaries to certain Named Executive Officers.

For the year ended December 31, 2024, stock issued as payroll totaled $250,000, which is included in the overall equity-based

compensation expense.

There was no stock issued as payroll for the year ended December 31, 2023.

Equels’ All Other Compensations consists of:

13 unchanged sentences

401(k) Matching Funds

(6) All bonus compensation for 2023 was deferred to 2024.

(6) All bonus compensation for 2023 was deferred to 2024 and subsequently paid in 2024.

In last year’s table, Mr.

Equels’ $350,000 bonus was not included for 2023 because it was accrued and not paid until 2024.

This was disclosed in the footnotes

to the table.

As it was earned in 2023, it is now reported in 2023.

The executive officers voluntarily waived all 2024 bonus compensation

in support of the company’s cash conservation efforts.

Outstanding Equity Awards at Fiscal Year End

Option Awards

Number of Securities Underlying Unexercised Options (#)

Unexercisable

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards:

1 unchanged sentence

Options Exercise Price ($)

Option Expiration

Option Expiration Date

Number of Shares or Units of Stock that Have Not Vested (#)

7 unchanged sentences

Executive Officer

Robert Dickey IV Chief financial Officer

Robert Dickey IV

Chief Financial Officer

COO, General Counsel and Secretary

43 unchanged sentences

by the Compensation Committee in its discretion.

Severance ($)

Value of Stock Awards That Will Become

Value of Stock

Vested (1) ($)

Continuation of

Insurance ($)

Medical Benefits

Involuntary (no cause)

13 unchanged sentences

Termination by employee or retirement

of stock options contractually required per the employee’s respective employment agreement or arrangement to be granted during

each calendar year of the term under our 2018 Equity Incentive Plan.

The stock options have a ten-year term and an exercise price

equal to the closing market price of our common stock on the date of grant.

of stock options contractually required per the employee’s respective employment agreement

or arrangement to be granted during each calendar year of the term under our 2018 Equity

Incentive Plan.

The issuance for the 2024 options were deferred to a later date.

options have a ten-year term and an exercise price equal to the closing market price of our

common stock on the date of grant.

The value was obtained using the Black-Scholes-Merton

13 unchanged sentences

opening price of $0.22 on the NYSE American for our common stock at that date.

Aggregate Severance Pay ($)

PVSU Acceleration (2) ($)

8 unchanged sentences

Robert Dickey IV

amount represents the Base Salary and benefits for the remaining current term of the NEO’s employment agreement plus a three-year

extension in the term upon the occurrence of a termination from a change in control.

amount represents the Base Salary and benefits for the remaining current term of the NEO’s

employment agreement plus a three-year extension in the term upon the occurrence of a termination

from a change in control.

The employment agreement with Mr.

a term through December 31, 2025.

This amount excludes the following payments as they cannot be calculated unless and until certain

events occur:

Equels is entitled to 3% of the “Gross Proceeds” (as defined in the employment agreement) for “significant

events” (as described in his employment agreement) and 3% of the Gross Proceeds from any sale of our Company or substantially

all of our assets.

amount represents the payout of all outstanding performance-vesting share units (“PVSU”) awarded on a change in control

at the target payout level with each award then pro-rated based on the time elapsed for the applicable three-year performance period.

amount is the intrinsic value [fair market value] on January 2, 2024 ($0.48 per share) minus the weighted average per share exercise

price of $0.43 of all unvested stock options for each NEO, including Stock Appreciation Rights (“SAR”).

Any option with

an exercise price of greater than fair market value was assumed to be cancelled for no consideration and, therefore, had no intrinsic

amount represents the options to be issued annually for the remaining term of the NEO’s employment agreement plus a three-year

extension in the occurrence of termination from a change in control.

For the purpose of this schedule, a NYSE American closing price

at January 2, 2024 of $0.48 was used with an estimated exercise price of $0.48 for Mr.

The value was obtained using the Black-Scholes-Merton

pricing model for stock-based compensation in accordance with FASB ASC 718.

purchase rights represented by the Option not then vested shall, upon a change in control, shall become vested.

Equels has a term through December

This amount excludes the following payments as they cannot be calculated unless

and until certain events occur:

Equels is entitled to 3% of the “Gross Proceeds”

(as defined in the employment agreement) for “significant events” (as described

in his employment agreement) and 3% of the Gross Proceeds from any sale of our Company or

substantially all of our assets.

amount represents the payout of all outstanding performance-vesting share units (“PVSU”)

awarded on a change in control at the target payout level with each award then pro-rated

based on the time elapsed for the applicable three-year performance period.

amount is the intrinsic value [fair market value] on January 2, 2025 ($0.22 per share) minus

the weighted average per share exercise price of $0.20 of all unvested stock options for

each NEO, including Stock Appreciation Rights (“SAR”).

Any option with an exercise

price of greater than fair market value was assumed to be cancelled for no consideration

and, therefore, had no intrinsic value.

amount represents the options to be issued annually for the remaining term of the NEO’s

employment agreement plus a three-year extension in the occurrence of termination from a

change in control.

For the purpose of this schedule, a NYSE American closing price at January

2, 2024 of $0.22 was used with an estimated exercise price of $0.22 for Mr.

was obtained using the Black-Scholes-Merton pricing model for stock-based compensation in

accordance with FASB ASC 718.

purchase rights represented by the Option not then vested shall, upon a change in control,

shall become vested.

Post-Employment

42 unchanged sentences

of base salary.

Compensation, Audit and Corporate Governance and Nomination Committees, consist of Dr.

Mitchell, Compensation and Corporate

Governance and Nomination Committee Chair, Stewart L.

Appelrouth, Audit Committee Chair, and Nancy K.

Byrn all of whom are independent

Board of Director members.

reimburse Directors for travel expenses incurred in connection with attending board, committee, stockholder and special meetings along

with other Company business-related expenses.

We do not provide retirement benefits or other perquisites to non-employee Directors under

any current program.

of Non-Employee Directors

reimburse non-employee Directors for travel expenses incurred in connection with attending board, committee, stockholder and special

meetings along with other Company business-related expenses.

We do not provide retirement benefits or other perquisites to non-employee

Directors under any current program.

was no cost-of-living increase granted in 2024 or 2023.

Directors have been granted options to purchase common stock under our Stock Option Plans and/or Warrants to purchase common stock.

Mitchell and Stewart Appelrouth each received $139,365 in director compensation, and Ms.

Bryan, who became a Director in

March 2023, received $93,750 in director compensation.

During 2024, each of the foregoing Directors received $109,375 in director

compensation.

Since November 2024, non-employee director compensation has taken the form of stock in lieu of cash.

The value of the

stock received by Mr.

Appelrouth was $12,153 and Dr.

Mitchell and Ms.

Bryan each received stock valued at $15,625.

Since becoming a

Director on December 19, 2024, replacing Mr.

Appelrouth, Mr.

Kellner has declined to take any compensation.

believe such compensation and payments are necessary in order for us to attract and retain qualified outside directors.

Options shares

for stock compensation were issued under the 2018 Equity Incentive Plans.

and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

time to time, we grant equity awards, including stock options, to our employees, including our named executive officers.

Also, non-employee

directors periodically receive annual grants of stock option awards.

None were issued in 2024.

We do not otherwise maintain any written

policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features.

The Compensation

Committee considers whether there is any material nonpublic information (“MNPI”) about our company when determining the timing

of stock option grants and does not seek to time the award of stock options in relation to our public disclosure of MNPI.

timed the release of MNPI for the purpose of affecting the value of executive compensation.

Compensation – 2024 & 2023

and Title of Director

Incentive Plan Compensation $

in Pension Value & Nonqualified Deferred Compensation Earnings $

Other Compensation As Director $

Name and Title of Director

Fees Earned or Paid in Cash $

Stock Award $

Option Award $

Non-Equity Incentive Plan Compensation $

Non-qualified Deferred Compensation Earnings $

All Other Compensation As Director $

Vice Chairman

March 2023, the Board reduced annual cash compensation from $182,462 to $125,000 to allow for additional Board members.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

following table sets forth as of March 24, 2024, the number and percentage of outstanding shares of Common Stock beneficially owned

person, individually or as a group, known to us to be deemed the beneficial owners of five percent or more of our issued and outstanding

Common Stock;

Versus Performance

Summary Compensation Table Total for PEO (1)

Compensation Actually Paid to PEO (1) (2) (3)

Average Summary Compensation Table Total for Non-PEO NEOs (1)

Average Compensation Actually Paid to Non-PEO NEOs (1) (2)

Value of Initial Fixed $100 Investment Based On Total Shareholder Return (4)

Net Income (Loss)(5)

$ (17,320,000 )

$ (28,962,000 )

$ (19,445,000

PEO and the non-PEO NEOs for each year are as follows:

Thomas Equels, PEO;

Robert Dickey and Peter Rodino, NEOs.

Ellen Lintal was our PFO until April 3, 2022, and her compensation for 2022 (including her consulting fees)

has been included in the “Summary Compensation Table” and “Compensation Actually Paid.” Robert Dickey became

our PFO to replace Ellen Lintal on April 4, 2022, and his compensation from that date through year-end has been included in the “Summary

Compensation Table” and “Compensation Actually Paid.” Peter Rodino served as the other NEO for the entire year.

dollar amounts reported in the “Compensation Actually Paid to PEO” column represent the amount of “compensation

actually paid” to the PEO, as computed in accordance with SEC rules.

The dollar amounts do not reflect the actual amount of

compensation earned by or paid to the PEO during the applicable year.

In accordance with SEC rules, the following adjustments were

made to total compensation to determine the compensation actually paid to the PEO:

Summary Compensation Table Total for PEO

Summary Compensation Table Reported Value of Equity Awards(a)

Equity Award Adjustments(b)

Compensation Actually Paid to PEO

the aggregate grant-date fair value of equity awards as reported in the “Option Awards” columns in the “Summary

Compensation Table” for the applicable year.

equity award adjustments for each applicable year were as set forth in the table below.

The valuation assumptions used to calculate

fair values did not materially differ from those disclosed at the time of grant.

The amounts deducted or added in calculating the

equity award adjustments are as follows:

Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year

Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years

Vesting Date Fair Value of Equity Awards Granted in the Covered Year that Vested in the Covered Year

Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Year (From Prior Year End to Vesting Date)

Fair Value at the End of the Prior Year of Equity Awards that Failed to Vest in the Covered Year

Value of Dividend Equivalents Accrued or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value

Total Equity Award Adjustments

dollar amounts reported in the “Average Compensation Actually Paid to Non-PEO NEOs” column represent the average amount of

“compensation actually paid” to the NEOs as a group (excluding the PEO), as computed in accordance with SEC rules.

amounts do not reflect the actual amount of compensation earned by or paid to the NEOs (excluding the PEO) during the applicable year.

In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding

the PEO) or each year to determine the compensation actually paid:

Average Reported Summary Compensation Table Total for Non-PEO NEOs

Summary Compensation Table Average Reported Value of Equity Awards

Average Equity Award Adjustments(x)

Average Compensation Actually Paid to Non-PEO NEOs

amounts deducted or added in calculating the total average equity award adjustments are as follows (figures in columns other than

“Total Average Equity Award Adjustments” are rounded to the nearest dollar):

Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year

over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years

Date Fair Value of Equity Awards Granted in the Covered Year that Vested in the Covered Year

in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Year (From Prior Year End to Vesting Date)

Value at the End of the Prior Year of Equity Awards that Failed to Vest in the Covered Year

Value of Dividend Equivalents Accrued or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value

Average Equity Award Adjustments

calculating the “compensation actually paid” amounts reflected in these columns, the fair value or change in fair value,

as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718.

The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant.

values disclosed in this TSR column represent the re-measurement period value at December 31, 2024, 2023, and 2022 with an initial

investment of $100 in the Company’s shares.

the amount of net income (loss) reflected in the Company’s audited GAAP financial statements for each applicable fiscal year.

The Company’s net comprehensive loss for the years ended December 31, 2024, 2023, and 2022 was approximately $17,320,000, $28,962,000,

and $19,445,000 respectively.

objective of the “Pay Versus Performance Table” is to illustrate how performance-based features in our executive compensation

program operate to index pay to performance.

As further explained below, we believe that the table reflects an alignment of compensation

actually paid with the decline in the Company’s performance.

Actually Paid versus Company Total Shareholder Return

outlined in the table, increases in the compensation actually paid values for our PEO and non-PEO NEOs from 2022 to 2024 are directionally

aligned with the changes in our total shareholder return over this same period.

The decrease in compensation from 2022 to 2024 is primarily

a result of the PEO and an NEO not receiving a bonus in 2024 when compared to the previous two years of 2023 and 2022.

In 2024, the PEO

and non-PEO NEOs agreed to voluntarily forego the cash bonuses for 2024 for which they are entitled to pursuant to their employment agreements

to conserve cash for the Company, which primarily resulted in a reduction in their compensation actually paid.

Additionally, the PEO

and non-PEO NEO did not receive stock awards for 2024.

These reductions were offset by the change in type of salary that they received.

The PEO and non-PEO NEO reduced their cash compensation within their salary in 2024 for an annual period and receiving common stock the

for the total amount of the reduction, which was valued equal to 100% of the closing price of our common stock on the trading date immediately

preceding the date of issuance of the shares in accordance with the compensation arrangements.

As a portion of their annual salary for

the 2024-2025 period was received in common stock in 2024.

Due to this net change the compensation actually paid decrease and was aligned

with the total shareholder return decreased.

Our compensation programs are structured based on short-term and long-term compensation

for the NEOs.

As we have been primarily focused on conserving cash in the short-term, these compensation arrangements to reduce cash

compensation met our short-term needs.

Long-term compensation is provided by non-qualified yearly stock options within yearly vesting.

The ultimate value of these equity awards, and the resulting impact on compensation actually paid, aligns with our total shareholder

return performance.

In 2024, the PEO and non-PEO NEOs were not awarded their yearly stock options.

While the overall total shareholder

return performance has declined, compensation actually paid decreased as a result of the structuring of the compensation arrangements.

Actually Paid versus Company Net Income

As outlined in the table, decreases in the compensation actually paid values for our PEO and non-PEO NEOs occurred

from 2022 to 2024, while the net loss decreased for the same period.

The decrease in compensation actually paid from 2022 to 2024 is primarily

the result of the structuring of the compensation arrangements for the PEO and non-PEO NEOs.

In 2024, the PEO and non-PEO NEOs agreed

to voluntarily forego the cash bonuses for 2024 for which they are entitled to pursuant to their employment agreements to conserve cash

for the Company.

As such, there was a reduction in their compensation actually paid, which would not align with the decrease in the net

As we have been primarily focused on the clinical and regulatory development of Ampligen and, accordingly, we have not historically

used net income (loss) as a performance measurement in our executive compensation.

As a pre-commercial stage company, our performance

is attributable to the successful execution of our regulatory, clinical, research and commercial goals.

Therefore, while the Board monitors

our net income (loss), we do not currently believe there is a meaningful relationship between our net loss and compensation actually paid

to our NEOs during the periods presented.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table sets forth as of March 24, 2025 , the number and percentage of outstanding

shares of Common Stock beneficially owned by:

person, individually or as a group, known to us to be deemed the beneficial owners of five

percent or more of our issued and outstanding Common Stock;

of our Directors and the Named Executives Officers;

of our officers and directors as a group.

number of shares of Common Stock at March 27, 2024 was 49,901,177.

number of shares of Common Stock at March 24, 2025

was 72,290,030.

Name and Address of

Shares Beneficially

Beneficial Owner

Beneficially Owned

Equels, Executive Vice Chairman, Chief Executive Officer, President

2 unchanged sentences

Mitchell, M.D., Chairman of the Board of Directors

Appelrouth, Director

Robert Dickey IV, Chief Financial Officer

Kellner, Director

1,583,000 (4)

Bryan, Director

All directors and executive officers as a group (6 persons)

Equels, shares beneficially owned include 1,254,711 shares issuable upon exercise of options and excludes 300,000 shares issuable

David Chemerow, Director

Robert Dickey IV, Chief Financial Officer

All 5% stockholders, directors and executive officers as a group (7 persons)

Equels, shares beneficially owned include 1,554,143 shares issuable upon exercise of options and excludes no shares issuable

upon exercise of options not vested or not exercisable within the next 60 days.

Rodino, shares beneficially owned include 344,617 shares issuable upon exercise of options and excludes 100,000 shares issuable upon

exercise of options not vested or not exercisable within the next 60 days.

Mitchell, shares beneficially owned include 229,589 shares issuable upon exercise of options and excludes no shares issuable upon

exercise of options not vested or not exercisable within the next 60 days.

Also includes 190 shares of common stock owned by his spouse

and 190 shares owned by family trusts.

Appelrouth, shares beneficially owned include 139,599 shares issuable upon exercise of options and excludes no shares issuable upon

Rodino, shares beneficially owned include 444,617 shares issuable upon exercise of options and excludes no shares issuable upon

exercise of options not vested or not exercisable within the next 60 days.

Mitchell, shares beneficially owned include 229,494 shares issuable upon exercise of options and excludes no shares issuable

upon exercise of options not vested or not exercisable within the next 60 days.

Also includes 190 shares of common stock owned by

his spouse and 190 shares owned by family trusts.

Kellner, shares beneficially owned indirectly include 1,582,000 shares owned by

family and other trusts and annuities and a profit sharing/money purchase plan.

Dickey IV, shares beneficially owned include 50,000 shares issuable upon exercise of options.

Compensation Plan Information

following table gives information about our common stock that may be issued upon the exercise of options, warrants and rights under all

1 unchanged sentence

Plan Category

Number of Securities to be

exercise of outstanding

options, warrants and

Number of securities

Remaining available for

future issuance under equity

compensation plans

(excluding securities

reflected in column) (a)

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)

Equity compensation plans approved by security holders:

Equity compensation plans not approved by security holders:

Certain Relationships and Related Transactions, and Director

Independence.

Certain Relationships and Related Transactions, and Director Independence.

Approval or Ratification of Transactions with Related Persons

9 unchanged sentences

Ownership of Certain Beneficial Owners and Management”, as noted above.

than compensation arrangements for our executive officers and directors which are described elsewhere in this filing, see “Executive

and Director Compensation,” there were no transactions occurring since January 1, 2022 to which we were a party and in which:

the amount involved exceeded $120,000 (or, if less, 1% of the average of our total assets at either December 31, 2023, and 2022);

any director, executive officer, holder of 5% or more of any class of our outstanding capital stock, or any member of the immediate family

of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.

Principal Accountant Fees and Services.

3 unchanged sentences

(“BDO”) for 2024 were $ 799,600 and total fees for 2023 were $697,474.

Description of Fees:

fees include the audit of our annual financial statements, and the review of our financial statements included in our quarterly reports

and services in connection with statutory and regulatory filings.

also includes fees for assurance and related services that were reasonably related to the performance of the audit or review of our financial

Audit-related fees include professional services related to the Company’s filing of SEC Form S-3 and S-8 (i.e., stock

shelf offering procedures).

fees include fees billed by BDO for professional services rendered for tax return preparation, compliance, advice and planning services.

It also includes fees for assurance and related services that were

reasonably related to the performance of the audit or review of our financial statements.

Audit-related fees include professional services

related to the Company’s filing of SEC Form S-3 and S-8 (i.e., stock shelf offering procedures).

fees include fees by BDO for professional services rendered for tax return preparation, compliance, advice and planning services.

Audit Committee has determined that BDO’s rendering of these audit-related services and all other fees were compatible with maintaining

9 unchanged sentences

services may be delegated to one or more members of the Audit Committee, who shall present all decisions to pre-approve an activity to

the full Audit Committee at its first meeting following such decision.

the full Audit Committee at its first meeting following such a decision.

Exhibits and Financial Statement Schedules.

3 unchanged sentences

the financial statements or notes thereto.

Exhibits - See exhibit index below.

and Restated Certificate of Incorporation, as amended, along with Certificates of Designations (incorporated by reference

to exhibits of the Company’s Registration Statement on Form S-1 (No.

33-93314) filed November 2, 1995).

Amendment to Certificate of Incorporation (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A (No.

001-13441) filed September 16, 2011).

Amendment to Certificate of Incorporation(incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A (No.

000-27072) filed June 27, 2016).

Amendment to Certificate of Incorporation(incorporated by reference to exhibit 3.11 to the Company’s Current report on Form 8-K (No.

001-27072) filed June 5, 2019).

Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.11 to the Company’s Current report on Form 8-K (No.

001-27072) filed August 23, 2019).

- See exhibit index below.

Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3(i).1 to the Company’s Quarterly report on Form 10-Q (No.

001-27072) for the period ended September 30, 2024).

Certificate of Designation of Preference, Rights and Limitations of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.5 to the Amendment to the Company’s Registration Statement on Form S-1/A (No.

333-229051) filed February 6, 2019).

Amended and Restated By-Laws.

(incorporated by reference to Exhibit 3.7 to the Company’s annual report on Form 10-K (No.

001-27072) for the year ended December 31, 2022).

certificate representing our Common Stock (incorporated by reference to Exhibits of the Company’s Registration Statement on

Form S-1 (No.

33-93314) filed November 2, 1995).

Amended and Restated By-Laws of Registrant (incorporated by reference to Exhibit 3.1(ii) to the Company’s Current Report on Form 8-K (No.

001-27072) filed August 1, 2024).

Specimen certificate representing our Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly report on Form 10-Q (No.

001-27072) for the period ended September 30, 2024).

Amended and Restated Rights Agreement, dated as of November 14, 2017, between the Company and American Stock Transfer & Trust Company LLC.

9 unchanged sentences

333- 262280) filed January 21, 2022).

Form of Warrant pursuant to August 30, 2016 Securities Purchase Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Current report on Form 8-K (No.

000-270720 filed September 1, 2016).

Form of Warrant pursuant to February 1, 2017 Securities Purchase Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Current report on Form 8-K (No.

000-27072) filed February 3, 2017).

Form of Series A Warrant-June 2017 (incorporated by reference to Exhibit 4.1 to the Company’s Current report on Form 8-K (No.

000-27072) filed June 1, 2017).

Form of Series B Warrant-June 2017(incorporated by reference to Exhibit 4.2 to the Company’s Current report on Form 8-K (No.

000-27072) filed June 1, 2017).

Form of New Series A Warrant-August 2017 (incorporated by reference to Exhibit 4.1 the Company’s Current report on Form 8-K (No.

000-27072) filed August 23, 2017).

Form of New Series B Warrant-August 2017 (incorporated by reference to Exhibit 4.2 the Company’s Current report on Form 8-K (No.

000-27072) filed August 23, 2017).

Form of Warrant issued to Purchaser of facility (incorporated by reference to Exhibit 4.8 to the Company’s Annual report on Form 10-K (No.

000-27072) for the year ended December 31, 2017).

Form of Class A Warrant- April 2018 (incorporated by reference to Exhibit 4.1 to the Company’s Current report on Form 8-K (No.

001-27072) filed April 20, 2018).

Form of Class B Warrant- April 2018 (incorporated by reference to Exhibit 4.2 to the Company’s Current report on Form 8-K (No.

001-27072) filed April 20, 2018).

September 28, 2018 Secured Convertible Promissory Note from the Company to Iliad Research and Trading, L.P.

(incorporated by reference to Exhibit 10.2 to the Company’s Current report on Form 8-K (No.

001-27072) filed October 4, 2018).

Rights Offering Form of Non-Transferable Subscription Rights Certificate (incorporated by reference to Exhibit 4.14 to the Company’s Registration Statement on Form S-1/A (No.

4 unchanged sentences

Rights Offering Warrant Agency Agreement with American Stock Transfer & Trust (incorporated by reference to Exhibit 4.1 to the Company’s Current report on Form 8-K (No.001-27072) filed March 8, 2019).

AGP Offering-Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current report on Form 8-K (No.

001-27072) filed September 27, 2019).

AGP Offering-Form of Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current report on Form 8-K (No.

001-27072) filed September 27, 2019).

AGP Offering-Form of Representative’s Warrant (incorporated by reference to Exhibit 4.20 to the Company’s Registration Statement on Form S-1/A (No.

333-233657) filed September 24, 2019).

March 2019 Amendment to September 28, 2018 Secured Convertible Promissory Note from the Company to Iliad Research and Trading, L.P.

(incorporated by reference to Exhibit 10.1 to the Company’s Current report on Form 8-K (No.

001-27072) filed March 15, 2019).

December 5, 2019 Secured Promissory Note with Atlas Sciences, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current report on Form 8-K (No.001-27072) filed December 11, 2019).

Description of Common Stock.*

Third Amended and Restated Rights Agreement, dated May 12, 2023 between AIM ImmunoTech Inc.

(formerly, Hemispherx Biopharma, Inc.) and American Stock Transfer & Trust Company, LLC.

(incorporated by reference to Exhibit 4.6 to Amendment No.

3 to the Company’s Registration Statement on Form 8-A12B (No.

001-27072) filed May 15, 2023).

Form of Warrant Agency Agreement between AIM and Equiniti Trust Company, LLC (incorporated by reference to Exhibit 4.28 to the Company’s Registration Statement on Form S-1/A, Amendment No.

333-0284443) filed February 3, 2025).

of Confidentiality, Invention and Non-Compete Agreement (incorporated by reference to Exhibits of the Company’s Registration

1 unchanged sentence

33-93314) filed November 2, 1995).

of Clinical Research Agreement (incorporated by reference to Exhibits of the Company’s Registration Statement on Form S-1 (No.

33-93314) filed November 2, 1995.

Supply Agreement with HollisterStier Laboratories LLC dated December 5, 2005 (incorporated by reference to Exhibit 10.46 to the Company’s Annual report on Form 10-K (No.

2 unchanged sentences

001-13441) for the year ended December 31, 2009).

Vendor Agreement with Armada Healthcare, LLC dated August 15, 2011 (incorporated by reference Exhibit 10.2 to the Company’s Quarterly report on Form 10-Q (No.

001-131) for the period ended September 30, 2011).

Amendment to Supply Agreement with HollisterStier Laboratories LLC executed September 9, 2011 (incorporated by reference to Exhibit 10.22 to the Company’s Annual report on Form 10-K (No.

001-13441) for the year ended December 31, 2011).

Vendor Agreement extension with Armada Healthcare, LLC dated August 14, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Current report on Form 8-K (No.

000-27072) filed August 15, 2012).

Vendor Agreement extension with Armada Healthcare, LLC dated July 19, 2013 (incorporated by reference to Exhibit 10.22 to the Company’s Annual report on Form 10-K (No.

000-27072) for the year ended December 31, 2013).

Vendor Agreement extension with Bio Ridge Pharma, LLC and Armada Healthcare, LLC dated August 8, 2014.

(incorporated by reference to Exhibit 10.24 to the Company’s Annual report on Form 10-K (No.

000-27072) for the year ended December 31, 2014).

Sales, Marketing, Distribution, and Supply Agreement with Emerge Health Pty Ltd.

dated March 9, 2015.

(Confidential Treatment granted with respect to portions of the Agreement) (incorporated by reference to Exhibit 10.25 to the Company’s Annual report on Form 10-K (No.

000-27072) for the year ended December 31, 2014).

Vendor Agreement extension with Armada Healthcare, LLC dated July 29, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly report on Form 10-Q (No.

000-27072) for the period ended June 30, 2015).

Early Access Agreement with Impatients N.V.

1 unchanged sentence

001-13441) for the period ended September 30, 2015).

Sales, Marketing, Distribution, and Supply Agreement with Emerge Health Pty Ltd.

dated August 6, 2015.

(Confidential Treatment granted with respect to portions of the Agreement) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly report on Form 10-Q (No.

000-27072) for the period ended June 30, 2015).

Addendum to Early Access Agreement with Impatients N.V.

2 unchanged sentences

001-13441) for the period ended September 30, 2015).

2016 Senior Executive Deferred Cash Performance Award Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current report on Form 8-K (No.

000-27072) filed February 4, 2016).

2016 Voluntary Incentive Stock Award Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current report on Form 8-K (No.

000-27072) filed February 4, 2016).

Amended and Restated 2016 Senior Executive Deferred Cash Performance Award Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current report on Form 8-K (No.

000-27072) filed March 1, 2016).

Sales, Marketing, Distribution and Supply Agreement (the “Agreement”) with Scientific Products Pharmaceutical Co.

LTD dated March 3, 2016 (Confidential Treatment granted with respect to portions of the Agreement) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly report on Form 10-Q (No.

000-27072) for the period ended March 31, 2016).

Agreement between Avrio Biopharmaceuticals (“Avrio”) and the Company dated July 20, 2016 (Confidential Treatment granted with respect to portions of the Agreement) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly report on Form 10-Q (No.000-27072) for the period ended June 30, 2016).

Licensing Agreement dated April 13, 2016 with Lonza Sales AG (Confidential Treatment granted with respect to portions of the Agreement) (incorporated by reference to Exhibit 10.2 to the Company’s report Form 10-Q/A (No.

000-27072) for the period ended March 31, 2016).

Form of Securities Purchase Agreement entered into on August 30, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current report Form 8-K (No.

000-27072) filed September 1, 2016).

Amended and Restated Early Access Agreement with Impatients N.V.

18 unchanged sentences

001-27072) for the year ended December 31, 2017).

Form of Securities Purchase Agreement entered into on February 1, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current report on Form 8-K (No.

000-27072) filed February 3, 2017).

August 2017 Form of Employee Pay Reduction Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current report on Form 8-K (No.

000-27072) filed August 29, 2017).

August 2017 Form of Executive Compensation Deferral Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current report on Form 8-K (No.

000-27072) filed August 29, 2017).

August 2017 Form of Directors’ Compensation Deferral Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current report on Form 8-K (No.

000-27072) filed August 29, 2017).

Form of August 2017 Agreement between the Company and the Warrant holders.

(incorporated by reference to Exhibit 10.1 the Company’s Current report on Form 8-K (No.

000-27072) filed August 23, 2017).

Form of June 2017 Agreement between the Company and the Warrant holders (incorporated by reference to Exhibit 10.1 to the Company’s Current report on Form 8-K (No.

000-27072) filed June 1, 2017).

Mortgage and Security Agreement with SW Partners LLC dated May 12, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly report on Form 10-Q (No.

000-27072) for the period ended March 31, 2017).

Promissory Note with SW Partners LLC dated May 12, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly report on Form 10-Q (No.

000-27072) for the period ended March 31, 2017).

September 11, 2017 Purchase and Sale Agreement- 5 Jules Lane (incorporated by reference to Exhibit 10.57 to the Company’s Annual report on Form 10-K (No.

001-27072) for the year ended December 31, 2017).

January 8, 2018 Purchase and Sale Agreement- 783 Jersey Lane (incorporated by reference to Exhibit 10.58 to the Company’s Annual report on Form 10-K (No.

001-27072) for the year ended December 31, 2017).

Lease Agreement for 783 Jersey Lane (incorporated by reference to Exhibit 10.59 to the Company’s Annual report on Form 10-K (No.

001-27072) for the year ended December 31, 2017).

Form of Stock Purchase Agreement entered into on March 21, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current report on Form 8-K (No.

001-27072) filed March 22, 2018).

Form of Securities Purchase Agreement entered into on May 24, 2018 (incorporated by reference to Exhibit 10.55 to the Company’s Registration Statement on Form S-1 (No.

333-226057) filed July 2, 2018).

2018 Equity Incentive Plan (filed with the Securities and Exchange Commission as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A (No.

001-27072) filed on August 3, 2018).

September 28, 2018 Securities Purchase Agreement with Iliad Research and Trading, L.P.

(incorporated by reference to Exhibit 10.1 to the Company’s Current report on Form 8-K (No.

001-27072) filed October 4, 2018).

September 28, 2018 Security Agreement with Iliad Research and Trading, L.P.

(incorporated by reference to Exhibit 10.3 to the Company’s Current report on Form 8-K (No.

001-27072) filed October 4, 2018).

October 9, 2018, Clinical Trial Agreement with Roswell Park Comprehensive Cancer Center (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly report on Form 10-Q (No.

000-27072) for the period ended September 30, 2018).

October 8, 2018, Restated First Amendment to Purchase and Sale Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly report on Form 10-Q (No.

000-27072) for the period ended September 30, 2018).

October 9, 2018, Restated Bill of Sale for the Restated First Amendment and Sale Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly report on Form 10-Q (No.

000-27072) for the period ended September 30, 2018).

of Agreement between the Company and the Warrant holders.- May 2, 2019 (incorporated by reference to Exhibit 10.1 to the

Company’s Current report on Form 8-K (No.

001-27072) filed May 2, 2019).

Note Purchase Agreement dated August 5, 2019 with Chicago Venture Partners, L.P.

(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly report on Form 10-Q (No.

001-27072) for the period ended June 30, 2019).

Secured Promissory Note dated August 5, 2019 issued to Chicago Venture Partners, L.P.

(incorporated by reference to Exhibit 10.2 to the Company’s Quarterly report on Form 10-Q (No.

001-27072) for the period ended June 30, 2019).

Security Agreement dated August 5, 2019 with Chicago Venture Partners, L.P.

(incorporated by reference to Exhibit 10.3 to the Company’s Quarterly report on Form 10-Q (No.

001-27072) for the period ended June 30, 2019).

Salary Reduction and Restricted Stock Award Memo (August 2019) (incorporated by reference to Exhibit 10.1 to the Company’s Current report on Form 8-K (No.

001-27072) filed August 26, 2019).

Form of Restricted Stock Award (incorporated by reference to Exhibit 10.2 to the Company’s Current report on Form 8-K (No.

001-27072) filed August 26, 2019).

December 5, 2019 Note Purchase Agreement with Atlas Sciences, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current report on Form 8-K (No.001-27072) filed December 11, 2019).

December 5, 2019 Security Agreement with Atlas Sciences, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current report on Form 8-K (No.001-27072) filed December 11, 2019).

March 20, 2020 Amendment to 2017 Material Transfer and Research Agreement with Roswell Park Cancer Institute (incorporated by reference to Exhibit 10.1 to the Company’s Current report on Form 8-K (No.

001-27072) filed March 26, 2020).

April 1, 2020 Material Transfer and Research Agreement with Shenzhen Smoore Technology Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current report on Form 8-K (No.

)001-27072) filed April 6, 2020).

April 21, 2020 Mutual Confidentiality Agreement with UMN Pharma Inc., National Institute of Infectious Diseases, and Shionogi & Co., Ltd (incorporated by reference to Exhibit 10.1 to the Company’s Current report on Form 8-K (No.

001-27072) filed April 27, 2020).

June 1, 2020, Material Transfer and Research Agreement with the University of Rochester.

(Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly report on Form 10-Q (No.

000-27072) for the period ended June 30, 2020).

June 23, 2020, Specialized Services Agreement with Utah State University.

(Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly report on Form 10-Q (No.

000-27072) for the period ended June 30, 2020).

July 1, 2020, Material Transfer and Research Agreement with the Japanese National Institute of Infectious Diseases and Shionogi & Co., Ltd.

13 unchanged sentences