What changed in this filing

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Item 1. Financial Statements

2025-05-15 compared with 2024-11-14 · 458 added, 573 removed, 483 unchanged (68% of the section changed)

4 unchanged sentences

thousands, except for share and per share amounts)

September 30, 2024 and Audited December 31, 2023)

September 30, 2024

December 31, 2023

March 31, 2025 and Audited December 31, 2024)

Current assets:

Cash and cash equivalents

Marketable securities

Funds receivable from New Jersey net operating loss

Prepaid expenses and other current assets

Total current assets

Cash and cash

Marketable investments

Other Receivables

expenses and other current assets

current assets

Property and equipment, net

1 unchanged sentence

Patent and trademark rights, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’

Current liabilities:

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Accrued expenses

Current portion of operating lease liability

Current portion of note payable, net

Total current liabilities

Current portion of operating

lease liability

portion of note payable, net

current liabilities

Long-term liabilities:

Operating lease liability

Note payable, net

Total liabilities

lease liability

Commitments and contingencies (Notes 13 and

Stockholders’ equity:

Series A Junior Participating Preferred Stock, $ 0.001 par value, 4,000,000 and 250,000 shares authorized as of September 30, 2024, and December 31, 2023, respectively:

issued and outstanding – none

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

no issued and outstanding as of September 30, 2024 and 689 issued and outstanding as December 31, 2023

Convertible preferred stock, value

Stockholders’ deficit:

Series A Junior Participating Preferred Stock,

$ 0.001 par value, 4,000,000 and 250,000 shares authorized as of March 31, 2025, and December 31, 2024, respectively;

issued and outstanding

Series B Convertible Preferred Stock, stated

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

as of March 31, 2025, and December 31, 2024, respectively;

issued and outstanding

Preferred Stock, value

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

issued and outstanding shares 58,668,647 and 49,102,484 as of September 30, 2024 and December 31, 2023, respectively

and outstanding shares 72,290,030 and 65,526,320 as of March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

stockholders’ deficit

liabilities and stockholders’ deficit

accompanying notes to consolidated financial statements.

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thousands, except share and per share data)

Three months ended September 30,

Nine months ended September 30,

Clinical treatment programs - US

months ended March 31,

treatment programs – US

Total Revenues

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Research and development

General and administrative

and administrative

Total Costs and Expenses

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Interest and other income

Interest expense and other finance costs

Gain on sale of fixed assets

(Loss) on warrant issuance

Gain from sale of income tax operating losses

Basic and diluted loss per share

Weighted average shares outstanding basic and diluted

Interest Expense and Other

Finance Costs

Basic and diluted loss

Weighted average shares outstanding basic

accompanying notes to consolidated financial statements.

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AND SUBSIDIARIES

Statements of Changes in Stockholders’ Equity

the Nine Months Ended September 30, 2024 and 2023

Statements of Changes in Stockholders’ Equity (Deficit)

thousands except share data)

Accumulated other

Comprehensive

Income (Loss)

Stockholders’

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$ ( 426,828 )

Shares issued for:

Common Stock issuance, net of costs

Cashless exercise of warrants

Equity based compensation

Committed shares

Repayment of Debt with shares

Net comprehensive loss

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$ ( 430,533 )

Common stock issuance, net of costs

Issuance of warrants

Equity-based compensation

Series B preferred shares expired

Net comprehensive loss

Balance June 30, 2024

$ ( 417,161 )

Common stock issuance, net of costs

Issuance of warrants

Equity-based compensation

Series B preferred shares expired

Net comprehensive loss

Balance September 30, 2024

$ ( 420,861 )

Accumulated other

Comprehensive

Income (Loss)

Stockholders’

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$ ( 409,508 )

Common stock issuance, net of costs

Equity-based compensation

Series B preferred shares converted to common shares

Net comprehensive loss

Balance March 31, 2023

$ ( 409,508 )

Common stock issuance, net of costs

Equity-based compensation

Series B preferred shares converted to common shares

Net Comprehensive loss

Balance June 30, 2023

$ ( 389,116 )

Shares issued for:

Common Stock issuance, net of costs

Cashless Exercise of Warrants

Equity based compensation

Series B preferred shares converted to common shares

Committed Shares

Net comprehensive loss

Balance September 30, 2023

Balance March 31, 2024

$ ( 415,325 )

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Statements of Cash Flows

the Nine Months Ended September 30, 2024 and 2023

the Three Months Ended March 31, 2025 and 2024

Cash flows from operating activities:

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

Depreciation of property and equipment

Abandonment of patent and trademark rights

Amortization of patent, trademark rights

Changes in right of use assets

Gain from sale of income tax operating losses

Adjustments to reconcile net loss to net cash

used in operating activities:

Depreciation of property

and equipment

Abandonment and expiration

of patents and trademark rights

Amortization of patent,

trademark rights

Amortization of Debt Discount

and Other Expenses

Non-cash lease expense

Equity-based compensation

(Gain) loss on sale of marketable securities

Loss on issuance of warrants

Amortization of financial obligation

Loss (gain) on sale of

marketable investments

Change in assets and liabilities:

Funds receivable from New

Jersey net operating loss

Other receivables

Funds receivable from New Jersey net operating loss

Prepaid expenses and other current assets and other non-current assets

Prepaid expenses and other

current assets and other non-current assets

Lease liability

Accounts payable

Accrued expenses

Net cash used in operating activities

Net cash used in operating

Cash flows from investing activities:

Proceeds from sale of marketable securities

Purchase of marketable securities

(Purchase of) property and equipment

Purchase of patent and trademark rights

Net cash provided by (used in) investing activities

Proceeds from sale of marketable

Purchase of marketable

abandonment of patent and trademark rights

Net cash provided by (used

in) investing activities

Cash flows from financing activities:

Proceeds from sale of stock, net of issuance costs

Proceeds from note payable, net of issuance costs

Proceeds from issuance of equity warrants

Net cash provided by financing activities

Proceeds from sale of stock,

net of issuance costs

from note payable, net of issuance costs

Net cash provided by financing

Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Cash and cash equivalents

at beginning of period

Cash and cash equivalents

at end of period

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

Operating lease-Right of Use Assets

Unrealized gain (loss) on marketable securities

Conversion of Series B preferred

Conversion of note payable interest into shares

Unrealized gain (loss) on marketable investments

Repayment of debt obligation with shares

accompanying notes to consolidated financial statements.

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ImmunoTech Inc.

and its subsidiaries (collectively, “AIM”, “Company”, “we” or “us”) are

an immuno-pharma company headquartered in Ocala, Florida, focused on the research and development of therapeutics to treat multiple

types of cancers, viral diseases and immune-deficiency disorders.

We have established a strong foundation of laboratory, pre-clinical

and clinical data with respect to the development of nucleic acids and natural interferon to enhance the natural antiviral defense system

of the human body, and to aid the development of therapeutic products for the treatment of certain cancers and chronic diseases.

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

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

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

It has established a strong

foundation of laboratory, pre-clinical and clinical data with respect to the development of nucleic acids and natural interferon to enhance

the natural antiviral defense system of the human body, and to aid the development of therapeutic products for the treatment of certain

cancers and chronic diseases.

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

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Chronic Fatigue Syndrome (“CFS”).

Company is currently proceeding primarily in four areas:

Company is currently proceeding primarily in five areas:

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

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

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

as an intranasal vaccine for influenza, including avian influenza.

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

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be conducted in trials authorized by the FDA or European Medicines Agency (“EMA”), which trials support a potential future

However, AIM’s antiviral experimentation is designed to accumulate additional preliminary data supporting their hypothesis

that Ampligen is a powerful, broad-spectrum prophylaxis and early-onset therapeutic that may confer enhanced immunity and cross-protection.

Accordingly, AIM will conduct antiviral programs in those venues most readily available and able to generate valid proof-of-concept data,

including foreign venues.

business plan requires one or more Contract Manufacturing Organizations (“CMO”) to produce Ampligen and its Active Pharmaceutical

Ingredients (APIs).

This includes utilizing Jubilant HollisterStier and Sterling for the manufacture of Ampligen and our Poly I and Poly

C12U polynucleotides, respectively.

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

New Drug Application (“NDA”).

However, AIM’s antiviral experimentation is designed to accumulate additional preliminary

data supporting our hypothesis that Ampligen is a powerful, broad-spectrum prophylaxis and early-onset therapeutic that may confer enhanced

immunity and cross-protection.

Accordingly, AIM will conduct antiviral programs in those venues most readily available and able to generate

valid proof-of-concept data, including foreign venues.

has engaged Amarex Clinical Research (“Amarex”), its Clinical Research Organization, with the application and eventual management

of a follow-up Investigational New Drug (“IND”) application for the study of a potential avian influenza combination therapy

of Ampligen and AstraZeneca’s FluMist, a nasal spray vaccine that helps prevent seasonal influenza.

It is seeking collaborative

grants from government and industry to defray the cost of the study.

In addition, AIM recently announced that the Erasmus Medical Center

Safety Committee granted approval to proceed with a Phase 2 Study of Ampligen and Imfinzi as a potential combination therapy for late-stage

pancreatic cancer.

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

Such adjustments consist of normal recurring items.

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

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

ended December 31, 2023, and 2022, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023,

filed on April 1, 2024.

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

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

ended December 31, 2024, filed on March 27, 2025.

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

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of significant estimates include determination of other-than-temporary impairment on securities, valuation of deferred taxes, patent

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

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

and Going Concern

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

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

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

The Company has suffered losses from

operations and net cash used on operating activities for the nine-month period ended September 30, 2024, and has a working capital

deficit as of September 30, 2024.

Additionally, the Company’s stockholders’ equity was below the minimum requirements

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

These conditions raise substantial

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

issuance of these unaudited condensed consolidated financial statements.

Management evaluated the conditions, and the significance

of these conditions related to the Company’s ability to meet its obligations and determined that the primary cause of the

deficit was related to certain accounts payable which the Company is currently in negotiations with the vendor.

These negotiations

are ongoing and could result in significant amounts which could partially alleviate the negative working capital.

There is no assurance as to the timing or outcome of these efforts.

If the Company is unable to implement

sufficient mitigation efforts, the Company may be forced to limit its business activities or be unable to continue as a going

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

The Company’s principal source of

liquidity is its cash and cash equivalents, marketable securities, and proceeds from financing activities to provide the necessary

funding to meet its obligations as they become due.

The Company has suffered losses from operations and net cash used on operating

activities for the year ended December 31, 2024 and for the period ended March 31, 2025, and has a working capital deficit as of

December 31, 2024 and as of March 31, 2025.

Additionally, its stockholders’ equity was below the minimum requirements for

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

These conditions raise substantial doubt

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

condensed consolidated financial statements.

Management evaluated the conditions, and the significance of these conditions related

to the Company’s ability to meet its obligations.

If the Company is unable to implement sufficient mitigation efforts, it may need to limit its

business activities or be unable to continue as a going concern, which would have a material adverse effect on its results of

operations and financial condition.

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

This includes the need for the Company to have stockholders’ equity of $ 6.0 million or more.

The NYSE American’s review showed

that the Company was not in compliance with that requirement.

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

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

The NYSE American accepted the Plan on February 26, 2025.

the Company is not able to regain compliance by June 11, 2026, its common stock may be delisted from the NYSE American.

As of March 31,

2025, its stockholders’ deficit was ($ 3.9 ) million.

It must increase its stockholders’ equity to be at least $ 6 million to

regain compliance with this rule.

If it is not able to raise sufficient capital as set forth in the Plan or by other means, it may be

unable to regain compliance with the NYSE American’s listing standards and its securities could be subject to delisting.

in the event that the price of the common stock drops to $ 0.10 per share, trading in the common stock will automatically be suspended and the common

stock would be subject to delisting.

price dropped below $ 0.10 and on April 4, 2025, the Company received a delisting letter from the NYSE American and trading in its common

stock on the NYSE American was suspended.

AIM sought a review of the delisting and were granted a hearing to be held on June 5, 2025.

Since the suspension of its common stock, AIM trades on the Pink Open Market under the symbol “AIMI”.

April 30, 2025, the Company held a special meeting of stockholders to approve a series of alternate amendments to its Certificate of

Incorporation to effect, at the option of its Board of Directors, a reverse stock split of its outstanding common stock at a ratio in

the range of up to 1-for-100 , with such ratio to be determined by the Board of Directors in its sole discretion.

At that meeting, stockholders

approved the measure.

Before the reverse split can be effected it must be authorized by the Financial Industry Regulatory Authority.

That process currently is underway.

Cash and Cash Equivalents

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maturity of three months or less to be cash equivalents.

At various times throughout the nine months ended September 30, 2024, some accounts

At various times throughout the three months ended March 31, 2025, some accounts

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

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securities consist of mutual funds.

At September 30, 2024 and December

31, 2023, it was determined that none of the marketable securities had an other-than-temporary impairment.

At September 30, 2024 and December

31, 2023, all securities were measured as Level 1 instruments of the fair value measurements standard (See Note 12:

30, 2024, and December 31, 2023 the Company held $ 6,287,000

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

had an other-than-temporary impairment.

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

of the fair value measurements standard (See Note 12:

At March 31, 2025, and December 31, 2024 the Company held $ 1,349,000

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

Mutual Funds classified as available for sale consisted of $ 6,287,000 at September 30, 2024.

The net gain recognized for the three-month

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

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

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

The unrealized gains recognized for the three-month period

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

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

30, 2024 on equity securities was $96,000.

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

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

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

Funds classified as available for sale consisted of $ 1,349,000

at March 31, 2025.

net loss recognized for the three-month period ended March 31, 2025 on equity securities was ($ 69,000 ).

The unrealized gains recognized for the three-month period ended March 31, 2025 on equity securities still held was $ 96,000 .

The net gain recognized for the three-month period ended March 31, 2025 on equity securities was $ 27,000 .

Funds classified as available for sale consisted of $ 2,276,000 at December 31, 2024.

The net loss recognized for the three-month period

ended March 31, 2024 on equity securities was ($ 20,000 ).

The unrealized losses recognized during the three-month period ended March 31,

2024 on equity securities still held was ($ 73,000 ).

Mutual Funds classified as available for sale consisted of $ 7,631,000 at December 31, 2023.

The net loss recognized for the three-month

period ended September 30, 2023 on equity securities was ($309,000).

The net losses recognized for the three-month period ended

September 30, 2023 on equity securities sold during the period were ($42,000).

The unrealized losses recognized during the three-month

period ended September 30, 2023 on equity securities still held was ($267,000).

The net losses recognized for the nine-month

period ended September 30, 2023 on equity securities was ($201,000).

The net losses recognized for the nine-month period ended

September 30, 2023 on equity securities sold during the period were ($130,000).

The unrealized losses recognized during the nine-month

period ended September 30, 2023 on equity securities still held was ($71,000).

The net loss recognized for the three-month period ended March 31, 2024 on equity

securities was ($ 93,000 ).

Property and Equipment, net

of Property and Equipment

(in thousands)

September 30, 2024

December 31, 2023

Schedule of Property and Equipment

Furniture, fixtures, and equipment

accumulated depreciation

Property and equipment, net

Property and equipment,

and equipment are recorded at cost.

Depreciation and amortization are computed using the straight-line method over the estimated useful

lives of the respective assets, ranging from three to ten years .

Depreciation expense for the nine months ending September 30, 2024 and

September 30, 2023 was $ 28,000 and $ 30,000 , respectively.

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

assets, ranging from 3 three to ten years .

Depreciation expense for the three months ending March 31, 2025 and March 31, 2024 was $ 10,000

and $ 9,000 , respectively.

Patents and Trademark Rights, Net

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of Patent and Trademark Rights

September 30, 2024

December 31, 2023

Gross Carrying Value

Accumulated Amortization

Net Carrying Value

Gross Carrying Value

Accumulated Amortization

Net Carrying Value

Net amortizable patents and trademarks rights

and trademark rights acquisitions, abandonments and amortization:

Schedule of Changes in

Patents, Trademark Rights

Carrying Value

Net amortizable patents

and trademarks rights

Schedule of Changes in Patents, Trademark Rights

December 31, 2024

Abandonments and expirations

September 30, 2024

March 31, 2025

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

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

of patents and trademarks for each of the next five years and thereafter is as follows (in thousands):

of Amortization of Patents and Trademarks

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

Schedule of Amortization of Patents and Trademarks

Year Ending December 31,

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expenses consist of the following:

of Accrued Expenses

Schedule of Accrued Expenses

(in thousands)

September 30, 2024

December 31, 2023

Professional fees

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Unsecured Promissory Note

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

(“Streeterville” or the “Lender”).

Under the terms of the agreement, Streeterville paid the Company $ 2,500,000

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

LLC (“Streeterville” or the “Lender”).

Under the terms of the agreements, Streeterville paid the Company

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

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The stated interest rate of the note is 10 %.

There was no debt at December 31, 2023.

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

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

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

The outstanding

balance of the Note, following the application for the Forbearance Fee, is $ 2,484,000 .

Schedule of Long Term Debt

Debt schedule at September 30, 2024 (in thousands)

Debt schedule at March 31, 2025 (in thousands)

Long-term debt

Unamortized Original issue discount

Unamortized Financing fees

Unamortized discount and debt issuance costs

Less current portion of long-term debt, net

Unamortized Financing

Unamortized discount and

debt issuance costs

Less current portion

of long-term debt, net

Long-term debt, net

Interest expense related to long-term debt was $ 226,000 at

September 30, 2024.

Amortization expenses related to long-term debt was $ 232,000 at September 30, 2024.

This consisted of $ 226,000 in

original issue discount and $ 6,000 for loan fee amortization.

Future maturities of long-term debt at September 30, 2024 were $ 750,000

for fiscal years ending December 31, 2024 and $ 2,551,000 for fiscal years ending December 31, 2025.

portion of long-term debt of approximately $3,000,000 is net of the current portion of debt

discount of approximately $397,000 and the current portion of debt origination costs of approximately

$10,000 as of September 30, 2024.

(2) Long-term

portion of debt of approximately $301,000 is net of the long-term portion of debt discount

of approximately $159,000 and the unamortized debt origination costs of approximately $3,000

as of September 30, 2024.

Current portion of long-term debt of approximately $ 3,000,000 is net of the current portion of debt discount of approximately $ 397,000 and the current portion of debt origination costs of approximately $ 10,000 as of September 30, 2024.

Long-term portion of debt of approximately $ 301,000 is net of the long-term portion of debt discount of approximately $ 159,000 and the unamortized debt origination costs of approximately $ 3,000 as of September 30, 2024.

maturities for long-term debt as of March 31, 2025 were as follows:

Schedule of Maturities of Long-Term Debt

Fiscal years ending December 31:

expense related to long-term debt was $ 124,000 at March 31, 2025.

This included $ 68,000 in original issue discount and $ 3,000 for loan

fee amortization.

Future maturities of long-term debt at March 31, 2025 were $ 2,386,000 for fiscal years ending December 31, 2025.

portion of long-term debt of approximately $ 2,386,000 is net of the current portion of debt discount of approximately $ 427,000 and the

current portion of debt origination costs of approximately $ 9,000 as of March 31, 2025.

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

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

In the three months

ended March 31, 2025, the Company entered into agreements with the Lender to settle a portion of its outstanding loan obligation in the

amount of $ 450,000 through the issuance of 2,054,084 shares of common stock, rather than cash payment.

This exchange was completed pursuant

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

Equity-Based Compensation

2018 Equity Incentive Plan, effective September 12, 2018, as amended and restated on August 19, 2019 (the “2018 Equity

Incentive Plan”) authorizes the grant of (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock

Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards, (vii)

Performance Cash Awards, and (viii) Other Stock Awards.

After taking into account the 44:1 reverse stock split which was effected in

June 2019, initially, a maximum of 230,390

shares of common stock were reserved for potential issuance pursuant to awards under the 2018 Equity Incentive Plan.

When the plan

was amended and restated, an additional 250,000

shares were reserved for potential issuance pursuant to awards under the 2018 Equity Incentive Plan.

The number of shares of the

Company’s common stock available for grant and issuance under the 2018 Equity Incentive Plan is subject to an annual increase

on July 1 of each calendar year, by an amount equal to two percent (2%) of the then outstanding shares of the Company’s common

stock (the “2018 Plan Evergreen Provision”).

On August 3, 2020, and July 1, 2021, 2022, 2023 and 2024, the number of

shares of the Company’s common stock available for grant and issuance under the 2018 Equity Incentive Plan increased by 685,012

shares, 956,660

shares, 960,976

shares, 968,389

and 1,142,733

shares, respectively.

As a result of the 2018 Plan Evergreen Provisions, a maximum of 5,167,160

shares of common stock is reserved for potential issuance pursuant to awards under the 2018 Equity Incentive Plan as of September

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

2018 Equity Incentive Plan, effective September 12, 2018, as amended and restated on August 19, 2019 (the “2018 Equity Incentive

Plan”) authorizes the grant of (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv)

Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards, (vii) Performance Cash Awards, and (viii) Other

Stock Awards.

Initially, a maximum of 7,000,000

shares of common stock were reserved for potential issuance

pursuant to awards under the 2018 Equity Incentive Plan.

When the plan was amended and restated, an additional 250,000

shares were reserved for potential issuance pursuant to awards

under the 2018 Equity Incentive Plan.

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

the 2018 Equity Incentive Plan is subject to an annual increase on July 1 of each calendar year, by an amount equal to two percent (2%)

of the then outstanding shares of the Company’s common stock (the “2018 Plan Evergreen Provision”).

As a result of

the 2018 Plan Evergreen Provisions, a maximum of 12,008,069

shares of common stock is reserved for potential issuance pursuant

to awards under the 2018 Equity Incentive Plan as of January 1, 2025.

Unless sooner terminated, the 2018 Equity Incentive Plan will continue

in effect for a period of 10

years from its effective date.

During the fiscal year ended December 31, 2018, the Board of Directors issued 1,189,284

options to each employee, the officers and directors at the exercise price of $ 9.68

expiring in 10

years (27,028 options post reverse split) .

During the fiscal year ending December 31, 2019, 1,727,756

options were issued to each of these officers with an exercise price of $ 9.68

for a period of ten

years with a vesting period of one year (39,266 options post reverse split).

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

options were issued to each of these officers and directors with an exercise price range of $ 2.77

for a period of ten

years with a vesting period of one year.

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

options were issued to officers, directors and consultants with an exercise price range of $ 1.11

for a period of ten

years with a vesting period of one year.

During the fiscal year ending December 31, 2022, 850,000

options were issued to officers, directors and consultants with an exercise price range of $ 0.31

for a period of ten

years with a vesting period of one year.

During the fiscal year ending December 31, 2023, 400,000

options were issued to officers with an exercise price of $ 0.47

for a period of ten

years with a vesting period of one year.

During the nine months ended September 30, 2024 there were no

options issued.

There were no

options issues to officers during the three months ended March

31, 2025 and the fiscal year ending December 31, 2024.

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

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

During the nine months ended September 30, 2024, and 2023,

During the three months ended March 31, 2025 and 2024,

there were no options granted.

options activity during the three months ended September 30, 2024, was as follows:

option activity for employees:

of Stock Option Activity

Outstanding June 30, 2024

Outstanding September 30, 2024

Vested and expected to vest September 30, 2024

Exercisable September 30, 2024

stock option activity for employees:

of Unvested Stock Option Activity

Unvested June 30, 2024

Unvested September 30, 2024

option activity for non-employees:

of Stock Option Activity

Outstanding June 30, 2024

Outstanding September 30, 2024

Vested and expected to vest September 30, 2024

Exercisable September 30, 2024

stock option activity for non-employees:

of Unvested Stock Option Activity

Unvested June 30, 2024

Unvested September 30, 2024

compensation expense was approximately $ 80,000 and $ 50,000 for the three months ended September 30, 2024, and 2023, resulting in an increase

in general and administrative expenses, respectively.

stock option activity during the nine months ended September 30, 2024, was as follows:

options activity during the three months ended March 31, 2025, was as follows:

option activity for employees:

Schedule of Stock Option Activity

Outstanding January 1, 2025

Outstanding September 30, 2024

Vested and expected to vest September 30, 2024

Exercisable September 30, 2024

stock option activity for employees:

Unvested January 1, 2024

Unvested September 30, 2024

Outstanding March 31, 2025

Vested and expected

to vest March 31, 2025

Exercisable March 31, 2025

option activity for non-employees:

Schedule of Stock Option Activity

Outstanding January 1, 2025

Outstanding September 30, 2024

Vested and expected to vest September 30, 2024

Exercisable September 30, 2024

stock option activity for non-employees:

Unvested January 1, 2024

Unvested September 30, 2024

compensation expense was approximately $ 490,000 and $ 182,000 for the nine months ended September 30, 2024, and 2023, respectively.

part of the Company’s cash conservation strategy, the Company issued common stock as a substitute for cash salaries to certain

For the three and nine months ended September 30, 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 three and nine months ended September 30, 2023.

September 30, 2024, and 2023, respectively, there was approximately $ 53,400

of unrecognized equity-based compensation cost

related to options granted under the Equity Incentive Plan.

Stockholders’ Equity

Outstanding March 31, 2025

Vested and expected

to vest March 31, 2025

Exercisable March 31, 2025

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

compensation expense was approximately $ 60,000 and $ 80,000 for the three months ended March 31, 2025 and 2024, resulting in a decrease

in general and administrative expenses, respectively.

March 31, 2025, there was no unrecognized equity-based compensation cost related to options granted under the Equity Incentive Plan.

At March 31, 2024, there was approximately $ 214,000 of unrecognized equity-based compensation cost related to options granted under the

Equity Incentive Plan.

Stockholders’ Equity (Deficit)

Preferred Stock

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

As of September 30, 2024, there were no Series A Junior Participating

As of March 31, 2025, there were no Series A Junior Participating

Preferred Stock outstanding.

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The net proceeds realized from the rights offering were approximately $ 4,700,000 .

As of September 30, 2024, 689 shares of Series B Convertible

At December 31, 2024, 689 shares of Series B Convertible

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

At March 31, 2025 the Company had no shares of Series B Convertible

Preferred Stock outstanding.

Common Stock and Equity Finances

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authorized shares.

As of September 30, 2024, and December 31, 2023, there were 58,668,647 and 49,102,484

As of March 31, 2025 and December 31, 2024, there were 72,290,030 and 65,526,320

shares of common stock issued and outstanding, respectively.

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

the Company’s Supplemental Listing Application.

The Company created successive new plans following the expiration of the July 7,

The latest plan was approved by the Board on October 21, 2024 and expires in December 2024.

the three months ended September 30, 2024, the Company did no t issue any shares of its common stock as part of the employee stock purchase

the nine months ended September 30, 2024, the Company issued a total of 335,603 shares of its common stock at a price ranging from $ 0.33

to $ 0.41 for total proceeds of approximately $ 120,000 as part of the employee stock purchase plan.

the three months ended September 30, 2023, the Company issued a total of 62,841 shares of its common stock at a price ranging from $ 0.44

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

The Company created successive new plans following the expiration

of the July 7, 2020 plan.

Recently, the procedure for purchases under the plan changed.

Now, any time an officer or employee purchases

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

the NYSE American accepts the SLAP.

Subsequent to the quarter ended March 31, 2025, an additional 4,133,859

shares were issued under the Employee Stock Purchase Plan to certain officers and directors.

the three months ended March 31, 2025, the Company issued a total of 83,334 shares of its common stock at a price of $ 0.12 for total

proceeds of approximately $ 10,000 as part of the employee stock purchase plan.

the three months ended March 31, 2024, the Company issued a total of 243,009 shares of its common stock at a price ranging from $ 0.33

to $ 0.39 for total proceeds of approximately $ 82,000 as part of the employee stock purchase plan.

During the nine months ended September

30, 2023, the Company issued a total of 385,424 shares of its common stock at a price ranging from $ 0.31 to $ 0.67 for total proceeds of

approximately $ 135,000 as part of the employee stock purchase plan.

May 12, 2023, the Company amended and restated its November 14, 2017 Rights Plan with American Stock Transfer & Trust Company as

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modification.

the three months ended September 30, 2024, there were no warrants exercised and 15,000 warrants expired unexercised.

During the nine

months ended September 30, 2024, 205,000

warrants were exercised, and 5,830,028

warrants expired unexercised.

As of September

30, 2024 there were no warrants outstanding and December 31, 2023 there were 152,160

warrants outstanding, respectively.

the three months ended March 31, 2025, there were no warrants exercised.

During the three months ended March 31, 2024, 205,000 warrants

were exercised, and 5,830,028 warrants expired unexercised.

As of March 31, 2025 and December 31, 2024, there were no warrants outstanding.

Distribution Agreement

April 19, 2023, the Company entered into an Equity Distribution Agreement (the “EDA”) with Maxim Group LLC (“Maxim”),

pursuant to which the Company may sell, from time to time, shares of its common stock having an aggregate offering price of up to $ 8,500,000 through Maxim, as agent (the “Offering”).

On April 19, 2023,

we entered into an Equity Distribution Agreement (the “EDA”), with Maxim, pursuant to which we may sell from time to time,

shares of our common stock having an aggregate offering price of up to $ 8.5 million through Maxim, as agent.

The amount was subsequently

reduced from $ 8.5 million to $ 3.1 million.

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

Under the terms of the EDA, Maxim will be entitled to a transaction fee at a fixed rate of 3.0 % of the gross sales price of shares sold

Under the terms

of the Distribution Agreement, Maxim is entitled to a transaction fee at a fixed rate of 3.0 % of the gross sales price of shares sold

under the EDA.

During the year ended December 31, 2023, the Company sold 598,114 shares under the EDA for total gross proceeds of approximately

For the year ended December 31, 2024, we sold 1,395,612 shares under the EDA for total gross proceeds of approximately

$ 649,916 , which includes a 3.0 % fee to Maxim of $ 19,497 .

For the three months ended September 30, 2024, the Company sold 10,975 shares

under the EDA for total gross proceeds of approximately $ 4,110 , which includes a 3.0 % fee to Maxim of $ 123 .

For the nine months ended

September 30, 2024, the Company sold 1,305,653 shares under the EDA for total gross proceeds of approximately $ 630,204 which includes

a 3.0 % fee to Maxim of $ 18,906 .

Purchase Agreement

March 28, 2024, the Company entered into a purchase agreement and a registration rights agreement with Atlas Sciences, LLC (“Atlas”),

pursuant to which Atlas committed to purchase up to $ 15,000,000 of common stock of the Company for a period of 24 months from the date

of the purchase agreement.

Subsequent to December 31, 2024, the Company has sold 1,119,106 shares under

the EDA for total gross proceeds of approximately $ 259,800 , which includes a 3.0 % fee to Maxim of approximately $ 7,800 .

April 1, 2025, the Company entered into a new EDA with Maxim pursuant to which it may issue and sell up to an aggregate of $ 3,000,000

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

Under the terms of the EDA, in no event will

the Company, inter alia, issue or sell through the EDA such number or dollar amount of shares of common stock that would exceed the number

or dollar amount of shares of common stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable).

Company will pay Maxim in cash, upon each sale of the common stock pursuant to the EDA, a commission in an amount equal to 3.0 % of the

aggregate gross proceeds from each sale of common stock.

Because there is no minimum offering amount required as a condition to this

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

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

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

the Universal Shelf Registration Statement nor the At-The Market Offering with Maxim may occur unless and until certain other events

first occur, including but not limited to, the Registration Statement being declared effective by the SEC and AIM’s common stock

recommences trading on the NYSE American.

Equity Purchase Agreement

On March 28, 2024, the Company

entered into a purchase agreement and a registration rights agreement with Atlas Sciences, LLC (“Atlas”), pursuant to which

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

No assurance can be given as to the actual amount that will be raised pursuant to the purchase agreement.

the terms of the purchase agreement, the Company, at its sole discretion, shall have the right to issue Put shares to the Investor

of the Market Price of the shares on the day of trade.

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

the Median Daily Trading volume, and a beneficial ownership limitation of 4.99 %

and a maximum of 19.99 %

of the outstanding shares at the time of the purchase agreement.

In April 2024, the Company filed a registration statement with the

SEC on Form S-1 registering a total of 9,975,000

shares for resale pursuant to the Atlas Agreements, consisting of 9,636,400

shares that can be sold by the Company to Atlas and 338,600

Under the terms of the purchase

agreement, the Company, at its sole discretion, shall have the right to issue Put shares to the Investor at 95 % of the Market Price of

the shares on the day of trade.

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

$ 500,000 , the Median

Daily Trading volume, and a beneficial ownership limitation of 4.99 % and a maximum of 19.99 % of the outstanding shares at the time of

the purchase agreement.

In April 2024, the Company filed a registration statement with the SEC on Form S-1 registering a total of 9,975,000

shares for resale pursuant to the Atlas Agreements, consisting of 9,636,400 shares that can be sold by the Company to Atlas and 338,600

shares that were issued to Atlas as Commitment Shares.

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

no shares issued for the three months ended September 30, 2024.

As of September 30, 2024, a total of 759,685

shares have been issued pursuant to the purchase agreement for a total of approximately $ 128,000 .

Purchase Agreement

In the fiscal year ended December

31, 2024, a total of 759,685 shares have been issued pursuant to the purchase agreement for a total of approximately $ 128,000 after clearing

In the three months ended March 31, 2025, a total of 3,082,961 shares have been issued pursuant to the purchase agreement for a total of approximately

$ 398,000 after clearing costs.

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

Purchase Agreements

May 31, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) to complete an offering

(the “Transactions”) with a single accredited investor (the “Purchaser”), pursuant to which, on June 3, 2024, the Company

issued to the Purchaser, (i) in a registered direct offering, 5,640,958 shares of the Company’s common stock (the “Shares”),

(the “Transactions”) with a single accredited investor (the “Purchaser”), pursuant to which, on June 3, 2024,

the Company issued to the Purchaser, (i) in a registered direct offering, 5,640,958 shares of the Company’s common stock (the “Shares”),

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

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“Warrants” and, along with the A Warrants, the “Common Warrants”) at an exercise price of $ 0.363 per share.

A Warrants and B Warrants are not exercisable for six months after the issuance date and expire, respectively, 24 months and

five years and six months after the issuance date.

The Common Warrants and the shares of common stock issuable upon the exercise of such

warrants are offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of

the Securities Act and Rule 506(b) promulgated thereunder.

A Warrants and B Warrants are not exercisable for six months after the issuance date and expire, respectively, 24 months and five years

and six months after the issuance date.

The Common Warrants and the shares of common stock issuable upon the exercise of such warrants

are offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities

Act and Rule 506(b) promulgated thereunder.

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

333-262280), which was declared

effective on February 4, 2022 (as amended from time to time, the “Registration Statement”).

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

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

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

for 120 days after the issuance date.

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

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

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

The exercise price of the Common Warrants, and the number of Common Warrant

Shares, are subject to adjustment in the event of any stock dividend or split, reverse stock split, recapitalization, reorganization or

similar transaction, as described in the Common Warrants.

If a Fundamental Transaction (as defined in the Common Warrants) occurs, then

the successor entity will succeed to, and be substituted for the Company, and may exercise every right and power that the Company may

exercise and will assume all of its obligations under the Common Warrants with the same effect as if such successor entity had been named

in the warrant itself.

Common Warrant Holders will have additional rights defined in the Common Warrants.

The Common Warrants are exercisable

on a “cashless” basis only if there is not a current registration statement permitting public resale.

In this regard, the Company

filed a registration statement to register the resale of the Common Warrant Shares providing for the resale of the Shares issued and issuable

upon exercise of the Common Warrants.

That registration statement was declared effective by the SEC on July 11, 2024.

The Company has

agreed to use commercially reasonable efforts to cause such registration statement to keep such registration statement effective at all

times until no Purchaser owns any Warrants or Warrant Shares issuable upon exercise thereof.

333-262280), which was declared effective

on February 4, 2022 (as amended from time to time, the “Registration Statement”).

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

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

after 30 days.

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

Agent) for 120 days after the issuance date.

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

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

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

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

or split, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Common Warrants.

If a Fundamental

Transaction (as defined in the Common Warrants) occurs, then the successor entity will succeed to, and be substituted for the Company,

and may exercise every right and power that the Company may exercise and will assume all of its obligations under the Common Warrants

with the same effect as if such successor entity had been named in the warrant itself.

Common Warrant Holders will have additional rights

defined in the Common Warrants.

The Common Warrants are exercisable on a “cashless” basis only if there is not a current

registration statement permitting public resale.

In this regard, the Company filed a registration statement to register the resale of

the Common Warrant Shares providing for the resale of the Shares issued and issuable upon exercise of the Common Warrants.

That registration

statement was declared effective by the SEC on July 11, 2024.

The Company has agreed to use commercially reasonable efforts to cause

such registration statement to keep such registration statement effective at all times until no Purchaser owns any Warrants or Warrant

Shares issuable upon exercise thereof.

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

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by and between the Company and the Placement Agent.

Pursuant to the Placement Agency Agreement, the Placement Agent was paid a cash fee of 8 % of the aggregate gross proceeds paid to the Company for the securities sold in the Transactions and reimbursement

of certain out-of-pocket expenses.

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

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

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

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

and are classified as equity within the condensed consolidated financial statements.

and are classified as equity within the consolidated financial statements.

Proceeds allocated to such warrants totaled approximately

$ 2.5 million.

For the nine months ended September 30,2024, no Common Warrants were exercised, and all remain outstanding on September

For the three months ended March 31,2025, no Common Warrants were exercised, and all remain outstanding on March 31, 2025

related to this agreement.

September 30, 2024, the Company entered into a Securities Purchase Agreement to complete an offering with a single accredited investor.

For more information see Note 15:

Subsequent Events.

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

to the Selling Stockholder, (i) in a registered direct offering, 4,653,036 shares of our common stock (“Shares”) and (ii)

in the concurrent Private Placement, Class C and Class D Warrants, each to purchase an aggregate of up to 4,653,036 Shares (the “Common

Warrant Shares”) each with an exercise price of $ 0.28 .

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

The purchase price for Shares in the registered direct offering was $ 0.27 per Share.

Company received aggregate gross proceeds from the Transactions of approximately $ 1.26 million, before deducting fees to the Placement

Agent and other estimated offering expenses payable by us.

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

on Form S-3 (File No.

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

The Common Warrants and the Common Warrant Shares

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

Rather the Common Warrants and the Common Warrant Shares

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

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

24 months and five years and six months after that date.

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

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

and are classified as equity within the consolidated financial statements.

Proceeds allocated to such warrants totaled approximately

$ 2.5 million.

For the three months ended March 31,2025, no Common Warrants were exercised, and all remain outstanding on March 31, 2025

related to this agreement.

Net Loss Per Share

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

Equivalent common shares, consisting of stock options and warrants which amounted to 14,574,557 and 2,763,020 shares for the nine months

ended September 30, 2024 and 2023, respectively, are excluded from the calculation of diluted net loss per share since their effect is

anti-dilutive.

Equivalent common shares, consisting of 23,880,581 and 20,587,988 of stock options and warrants, are excluded from the calculation of

diluted net loss per share for the periods ended March 31, 2025 and December 31, 2024, respectively, since their effect is antidilutive

due to the net loss of the Company.

Recent Accounting Pronouncements

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Accounting pronouncements

issued by the FASB since filing the Annual Report on Form 10-K for the year ended December 31, 2023 did not or are not believed

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

issued by the FASB since filing the Annual Report on Form 10-K for the year ended December 31, 2024 did not or are not believed by management

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

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

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

The fair value of the warrants

(“June 2024 Warrants”) related to the Company’s June 2024 common stock and warrant issuance, are calculated using a

Monte Carlo Simulation.

The fair value of the Class

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

are calculated using a Monte Carlo Simulation.

The fair value of the Class C and Class D warrants (“October 2024 Warrants”)

related to the Company’s October 2024 common stock and warrant issuance, are calculated using a Monte Carlo Simulation.

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

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In March 2024, 205,000 of these warrants converted on a cashless basis and 5,830,028

Company estimated the fair value of the June 2024 Warrants using the Black-Scholes Model, which uses multiple inputs including the Company’s

stock price, the exercise price of the warrant, volatility of the Company’s stock price, the risk-free interest rate and the expected

term of the warrants.

Company estimated the fair value of the June 2024 Warrants and October 2024 Warrants using the Black-Scholes Model, which uses multiple

inputs including the Company’s stock price, the exercise price of the warrant, volatility of the Company’s stock price, the

risk-free interest rate and the expected term of the warrants.

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

Schedule of Assumptions to

Estimate the Fair Value

September 30,

Schedule of Assumptions to Estimate Fair Value of Warrants

Underlying price per share

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Expected dividend yield

Warrants measurement input

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

September 30,

Underlying price per share

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Expected dividend yield

Warrants measurement input

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

Underlying price per share

Exercise price per share

Risk-free interest rate

Expected holding period

Expected volatility

Expected dividend yield

Warrants measurement input

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

Underlying price per share

Exercise price per share

Risk-free interest rate

Expected holding period

Expected volatility

Expected dividend yield

significant assumptions using the Monte Carlo Simulation approach for valuation of the Warrants are:

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related to a Put right being triggered as:

Schedule of Potential

Range of Probability

Schedule of Range of Probabilities

Monte Carlo Simulation has incorporated a 5.0 % probability of a Fundamental Transaction to date for the life of the securities.

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

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

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

those inputs.

As discussed above, the Company utilized the Monte Carlo Simulation Model in

valuing the warrants.

of December 31, 2024, the Company has classified the warrants with cash settlement features

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

on those inputs.

As discussed above, the Company utilized the Monte Carlo Simulation Model

in valuing the warrants.

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

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

As of September 30, 2024

Cash equivalents

Marketable securities

As of December 31, 2023

Cash equivalents

Marketable securities

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AIM has classified all of its leases as operating

September 30, 2024 and December 31, 2023, the balance of the right of use assets was $ 653,000 and $ 697,000 , respectively, and the corresponding

March 31, 2025 and December 31, 2024, the balance of the right of use assets was $ 554,000 and $ 618,000 , respectively, and the corresponding

operating lease liability balance was $ 572,000 and $ 634,000 , respectively.

Right of use assets are recorded net of accumulated amortization

of $ 404,000 and $ 363,000 as of September 30, 2024 and December 31, 2023, respectively.

of $ 490,000 and $ 428,000 as of March 31, 2025 and December 31, 2024, respectively.

recognized rent expense associated with these leases are follows:

Schedule of AIM Recognized Rent Expense Associated with Operating Lease

September 30, 2024

September 30, 2023

(in thousands)

September 30, 2024

September 30, 2023

Operating lease costs

Short-term and variable lease costs

Operating lease

and variable lease costs

Total lease costs

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Company’s leases have remaining lease terms between 6 and 29 months.

At September 30, 2024, the weighted-average remaining term

As of March 31, 2025, the weighted-average remaining term

was 28 months.

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The Company’s weighted average incremental

borrowing rate for its leases was 10.2 % at September 30, 2024 and 10 % at December 31, 2023.

minimum payments as of September 30, 2024, are as follows:

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

minimum payments as of March 31, 2025, are as follows:

Schedule of Operating Lease Future Payments

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The Company expenses these research and development costs when incurred.

the three months ended September 30, 2024, research and development expenses were comprised of:

clinical studies ($ 582,000 ), manufacturing

and engineering ($ 306,000 ), quality control ($ 398,000 ) and regulatory ($ 151,000 ).

the three months ended September 30, 2023, research and development expenses were comprised of:

clinical studies ($ 1,916,000 ), manufacturing

and engineering ($ 396,000 ), quality control ($ 251,000 ) and regulatory ($ 170,000 ).

the nine months ended September 30, 2024, research and development expenses were comprised of:

clinical studies ($ 1,880,000 ), manufacturing

and engineering ($ 882,000 ), quality control ($ 1,232,000 ) and regulatory ($ 540,000 ).

the nine months ended September 30, 2023, research and development expenses were comprised of:

the three months ended March 31, 2025, research and development expenses were comprised of:

clinical studies ($ 594,000 ), manufacturing

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following summarizes the most substantial of our contracts relating to research, consulting, and supply costs for AIM as they related

to research and development costs for the nine months ended September 30, 2024.

to research and development costs for the three months ended March 31, 2025.

Clinical Research LLC

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LLC (“Amarex”).

During the three months ended September 30, 2024 and 2023, the Company incurred approximately $ 275,400 and

During the three months ended March 31, 2025 and 2024, the Company incurred approximately $ 105,000 and $ 521,000 ,

respectively, related to these ongoing agreements:

During the nine months ended September 30, 2024 and 2023, the Company

incurred approximately $ 881,987 and $ 1,294,265 , respectively, related to these ongoing agreements:

Cancer - In April 2022, AIM executed a work order with Amarex pursuant to which Amarex is

6 unchanged sentences

AIM anticipates that the study will take approximately 4.6 years to

the three months ended September 30, 2024, the Company incurred approximately $ 129,000 related

to this agreement.

the three months ended September 30, 2023, the Company incurred approximately $ 82,600 related

to this agreement.

the nine months ended September 30, 2024, the Company incurred approximately $ 141,100 related

the three months ended March 31, 2025, the Company incurred approximately $ 3,000 related

to this agreement.

the nine months ended September 30, 2023, the Company incurred approximately $ 350,600 related

the three months ended March 31, 2024, the Company incurred approximately $ 86,000 related

to this agreement.

12 unchanged sentences

This study was completed in 2023, although certain activities are still ongoing.

the three months ended September 30, 2024, the Company incurred approximately $ 27,500 related

to this agreement.

the three months ended September 30, 2023, the Company incurred approximately $ 447,600 related

to this agreement.

the nine months ended September 30, 2024, the Company incurred approximately $ 195,800 related

to this agreement.

the nine months ended September 30, 2023, the Company incurred approximately $ 783,400 related

to this agreement.

Jubilant HollisterStier

Jubilant HollisterStier (“Jubilant”)

is AIM’s authorized CMO for Ampligen for the approval in Argentina.

In 2017, the Company entered into an agreement with Jubilant

pursuant to which Jubilant will manufacture batches of Ampligen® for the Company.

Since the 2017 engagement of Jubilant, two lots

of Ampligen consisting of more than 16,000 units were manufactured and released in the year 2018.

The first lot was designated for human

use in the United States in the cost recovery CFS program and for expanded oncology clinical trials.

The second lot has been designated

for these programs in addition to commercial distribution in Argentina for the treatment of CFS.

Jubilant manufactured additional two

lots of Ampligen in December 2019 and January 2020.

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

clinical use.

the three months ended September 30, 2024, the Company did no t incur any expense related

to this agreement.

the three months ended September 30, 2023, the Company did no t incur any expense related

the three months ended March 31, 2025, the Company incurred approximately $ 102,000 related

to this agreement.

the nine months ended September 30, 2024, the Company incurred approximately $ 1,200 related

the three months ended March 31, 2024, the Company incurred approximately $ 435,000 related

to this agreement.

the nine months ended September 30, 2023, the Company incurred approximately $ 1,432,000 related

HollisterStier

HollisterStier (“Jubilant”) is AIM’s authorized CMO for Ampligen for the approval in Argentina.

In 2017, the Company

entered into an agreement with Jubilant pursuant to which Jubilant will manufacture batches of Ampligen® for the Company.

2017 engagement of Jubilant, two lots of Ampligen consisting of more than 16,000 units were manufactured and released in the year 2018.

The first lot was designated for human use in the United States in the cost recovery CFS program and for expanded oncology clinical trials.

The second lot has been designated for these programs in addition to commercial distribution in Argentina for the treatment of CFS.

manufactured additional two lots of Ampligen in December 2019 and January 2020.

In March 2023, the Company ordered an additional 27,900

vials from Jubilant at a cost of approximately $ 1,432,000 .

the three months ended March 31, 2025, the Company did no t incur any expense related to this

the three months ended March 31, 2024, the Company incurred approximately $ 1,000 related

to this agreement.

3 unchanged sentences

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

the three months ended September 30, 2024, the Company incurred approximately $ 133,000 related

to this agreement.

the three months ended September 30, 2023, the Company did no t incur any expense related

to this agreement.

the nine months ended September 30, 2024, the Company incurred approximately $ 261,600 related

to this agreement.

the nine months ended September 30, 2023, the Company incurred approximately $ 357,000 related

the three months ended March 31, 2025, the Company did no t incur any expense related to this

the three months ended March 31, 2024, the Company incurred approximately $ 129,000 related

to this agreement.

8 unchanged sentences

for immune monitoring in pancreatic cancer patients.

the three months ended September 30, 2024, the Company did no t incur any expense related

to this agreement.

the three months ended September 30, 2023, the Company did no t incur any expense related

to this agreement.

the nine months ended September 30, 2024, the Company incurred approximately $ 79,000 related

to this agreement.

the nine months ended September 30, 2023, the Company incurred approximately $ 100,000 related

the three months ended March 31, 2024, the Company incurred approximately $ 4,000 related to this agreement.

the three months ended March 31, 2025, the Company did no t incur any expense related to this

the three months ended March 31, 2024, the Company incurred approximately $ 4,000 related

to this agreement.

Sales International

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

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

In exchange for its services, Azenova will receive a fixed monthly retainer of $ 30,000

per month in addition to 360,000

stock options that vest monthly.

In August 2024, an agreement was made to reduce the fixed monthly retainer fee to $ 10,000 .

the three months ended September 30, 2024, the Company incurred approximately $ 50,000 related

to this agreement.

the three months ended September 30, 2023, the Company did no t incur any expense related

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

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

for its services, Azenova will receive a fixed monthly retainer of $ 30,000 per month in addition to 360,000 stock options that vest monthly.

the three months ended March 31, 2025, the Company incurred approximately $ 15,000 related

to this agreement.

the nine months ended September 30, 2024, the Company incurred approximately $ 230,000 related

the three months ended March 31, 2024, the Company incurred approximately $ 90,000 related

to this agreement.

the nine months ended September 30, 2023, the Company did no t incur any expense related to

this agreement.

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

3 unchanged sentences

in December 2023.

the three months ended September 30, 2024, the Company did no t

incur any expense for lab services from Alcami.

the three months ended September 30, 2023, the Company incurred approximately $ 8,800 of lab

services from Alcami.

the nine months ended September 30, 2024, the Company incurred approximately $ 14,000 of lab

services from Alcami.

the nine months ended September 30, 2023, the Company incurred approximately $ 25,000 of lab

the three months ended March 31, 2025, the Company incurred approximately $ 7,000 of lab services

the three months ended March 31, 2024, the Company incurred approximately $ 10,000 of lab

services from Alcami.

Subsequent Events

September 30, 2024, the Company entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) to complete

an offering (the “ Transactions ”) with a single accredited investor (the “ Purchaser ”).

The Transactions

closed on October 1, 2024.

Pursuant to the Purchase Agreement, at closing, the Company issued to the Purchaser, (i) in a registered

direct offering, 4,653,036 shares of the Company’s common stock (the “ Shares ”), par value $ 0.001 per share (“ Common

and (ii) in a concurrent private placement, the Company issued to the Purchaser Class C common warrants to purchase

an aggregate of up to 4,653,036 shares of its Common Stock (the “ C Warrants ”) at an exercise price of $ 0.28 per share

and Class D common warrants to purchase an aggregate of up to 4,653,036 shares of its Common Stock (the “ D Warrants ”

and, along with the C Warrants, the “ Common Warrants ”) at an exercise price of $ 0.28 per share.

The C Warrants and

D Warrants will not be exercisable for six months after the issuance date and will expire, respectively, 24 months and five years and

six months after the issuance date.

The Common Warrants and the shares of Common Stock issuable upon the exercise of such warrants were

offered pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “ Securities

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

Company received aggregate gross proceeds from the Transactions of approximately $ 1.26 million, before deducting fees to the Placement

Agent and other estimated offering expenses payable by the Company.

The shares underlying the Common Warrants are being offered by the

Company pursuant to a shelf registration statement on Form S-3 (File No.

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

(as amended from time to time, the “ Registration Statement ”).

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

the closing of the Transactions (the “ Closing Date ”), provided that the Company will be able to utilize it’s

at-the-market offering (the “ ATM ”) program with the Placement Agent after 30 days.

Additionally, the Company cannot

enter into a variable rate transaction (other than the ATM program with the Placement Agent) for 120 days after the Closing Date.

addition, the Company’s executive officers and each of the Company’s directors have entered into lock-up agreements with

the Company pursuant to which each of them has agreed not to, for a period of 90 days from the Closing Date, offer, sell, transfer or

otherwise dispose of the Company’s securities, subject to certain exceptions.

exercise price of the Common Warrants, and the number of shares of Common Stock underling the Common Warrant (the “ Common Warrant

Shares ”) will be subject to adjustment in the event of any stock dividend or split, reverse stock split, recapitalization,

reorganization or similar transaction, as described in the Common Warrants.

If a Fundamental Transaction (as defined in the Common Warrants)

occurs, then the successor entity will succeed to, and be substituted for the Company, and may exercise every right and power that the

Company may exercise and will assume all of its obligations under the Common Warrants with the same effect as if such successor entity

had been named in the warrant itself.

Common Warrant Holders will have additional rights defined in the Common Warrants.

The Common Warrants

will be exercisable on a “cashless” basis only if there is not a current registration statement permitting public resale.

In this regard, the Company has agreed to file a registration statement to register the resale of the Common Warrant Shares as soon as

practicable (and in any event within 45 calendar days of the date of the Purchase Agreement) providing for the resale of the Shares issued

and issuable upon exercise of the Common Warrants.

The Company has agreed to use commercially reasonable efforts to cause such registration statement to become effective within 181 days

following the Closing Date and to keep such registration statement effective at all times

until no Purchaser owns any Common Warrants or Common Warrant Shares issuable upon exercise thereof.

Company is currently evaluating the Common Warrants under the guidance of ASC 480 – Distinguishing Liabilities from Equity

Special Meeting of Stockholders was held on April 30, 2025.

At the meeting, there were 72,290,030 outstanding shares of the Company’s

common stock entitled to vote, and the requisite quorum for the meeting of 33 1/3% was present.

The vote found in favor of a proposal

to approve a series of alternate amendments to the Company’s Certificate of Incorporation to effect, at the option of the Company’s

Board of Directors, a reverse stock split of the Company’s outstanding common stock at a ratio in the range of up to 1-for-100 ,

with such ratio to be determined by the Board of Directors in its sole discretion.

Before the reverse split can be effected it must be

authorized by FINRA.

That process currently is underway.

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

What changed 10-Q

Item 1. Financial Statements