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As filed with the Securities and Exchange Commission on December 11, 2025

AsRegistration ~~filed~~No. ~~with the Securities and Exchange Commission on January 23, 2025~~333-____________

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER

UNDER

THE SECURITIES ACT OF 1933

AIM ImmunoTech Inc.

(Exact name of registrant as specified in its charter)

Delaware

2836

52-0845822

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

2117 SW Highway 484

Ocala FL 34473

(352) 448-7797

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Thomas K. Equels ~~Chief Executive Officer AIM ImmunoTech Inc. 2117 SW Highway 484 Ocala FL 34473 (352) 448-7797~~

Chief Executive Officer

AIM ImmunoTech Inc.

2117 SW Highway 484

Ocala FL 34473

(352) 448-7797

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Richard Feiner, Esq. Silverman, Shin & Schneider PLLC 88 Pine Street, 22nd Floor New York, NY 10005 (646) 822-1170 Rfeiner@Silverfirm.com Barry I. Grossman, Esq. Matthew Bernstein, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, NY 10105 (212) 370-~~7889~~1300

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, ~~please~~ check the ~~following~~ following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this ~~Registration~~registration ~~Statement~~statement on such date or dates as may be necessary to delay its effective date until the ~~Registrant~~registrant shall file a further amendment which specifically states that this ~~Registration~~registration ~~Statement~~statement shall thereafter become effective in accordance with Section 8(a) of the ~~Securities~~ Act ~~of 1933~~ or until the ~~Registration~~registration ~~Statement~~statement shall become effective on such date as the ~~Securities and Exchange~~ Commission, acting pursuant to said Section 8(a), may determine.

The information ~~contained~~ in this ~~preliminary~~ prospectus is not complete and may be changed. ~~These~~We ~~securities~~ may not besell ~~sold~~these securities until the registration ~~statement~~ statement filed with the Securities and Exchange Commission is effective. This ~~preliminary~~ prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED ~~JANUARY~~DECEMBER 2311, 2025

AIM ~~ImmunoTech~~IMMUNOTECH ~~Inc~~INC.

UpSubscription Rights to ~Purchase ~~Units,~~Up ~~each~~to ~~consisting~~12,000 ofUnits

~~One~~Consisting ~~Share~~ of ~~Common~~an ~~Stock~~Aggregate ~~or One Pre-Funded Warrant to purchase One Share~~ of ~~Common~~Up ~~Stock, One Class A Warrant~~ to ~~purchase~~Shares ~~up to One Share~~ of ~~Common~~Series ~~Stock~~G ~~and~~Convertible ~~One~~Preferred ~~Class B Warrant to purchase up to One Share of Common~~ Stock

Upand Warrants to ~Purchase Up to Shares of Common Stock ~~Underlying the Pre-Funded Warrants~~

Upat toa ~Subscription ~~Shares~~Price of ~~Common~~$1,000 ~~Stock~~Per ~~Underlying~~Unit ~~the Class A Warrants~~and

Up to ~ Shares of Common Stock ~~Underlying~~Issuable upon the ~~Class~~ BConversion ~~Warrants~~of

UpSeries toG ~Convertible ~~Placement~~Preferred ~~Agent~~Stock ~~Warrants~~Included toin ~~purchase up~~the toUnits ~~~ Shares of Common Stock~~and

Up to ~ Shares of Common Stock ~~Underlying~~Issuable upon the ~~Placement~~ ~~Agent~~Exercise ~~Warrants~~of

We are offering on a reasonable best efforts basis up to ~ units (“Units”), each consisting of one share of common stock, par value $0.001 per share, one Class A warrant (“Class A warrant”) to purchase one share of common stock and one Class B warrant (“Class B warrant,” together with the Class A warrants, the “warrants”) to purchase one share of common stock at an assume public offering price of $0.~ per Unit for gross proceeds of approximately $~ million. The public offering price per Unit will be determined between us and the placement agent based on market conditions at the time of pricing, and may be at a discount to the then current market price of our common stock. Therefore, the recent market price of our common stock referenced throughout this preliminary prospectus may not be indicative of the final offering price per Unit. The Units have no stand-alone rights and will not be certified or issued as stand-alone securities. The common stock or Pre-Funded Warrants ~~(as defined below) and~~ ~~warrants~~Included ~~are immediately separable and will be issued separately~~ in ~~this offering. Each warrant will be immediately exercisable for one share of common stock at an exercise price equal to 100% of~~ the public offering price per Unit and, in the case of Class A warrants, will expire on the fifth anniversary of the original issuance date, and in the case of Class B warrants, will expire on the 18-month anniversary of the original issuance date.Units

~~Our~~This ~~common~~prospectus ~~stock~~relates isto ~~listed~~our ondistribution ~~the~~to ~~NYSE~~holders ~~American~~of ~~(the~~our ~~“Exchange”)~~common ~~under~~stock ~~the~~and ~~symbol~~certain ~~“AIM.”~~outstanding ~~The~~options ~~closing~~and ~~price~~warrants, ofwhich ~~our~~options ~~common~~and ~~stock~~warrants onwe refer to, collectively, as the ~~American~~Participating onSecurities, ~~January~~at ~no charge, ~~2025~~non-transferable ~~was~~subscription $0rights to purchase units.~ ~~per~~Each unit, which we refer to as a Unit, consists of one share. Weof ~~are~~Series ~~not~~G ~~currently~~Convertible inPreferred ~~compliance~~Stock, ~~with~~which we refer to as the ~~Exchange’s~~Preferred ~~stockholders’~~Stock, and warrants ~~equity~~to ~~rule~~purchase ~~because~~common ~~our~~stock, ~~stockholders’~~which ~~equity~~we isrefer ~~less~~to ~~than~~as the ~~required~~Warrants. ~~minimum~~Each share of ~~$6,000,000.~~Preferred ~~Pursuant~~Stock tois convertible, at the ~~letter~~option ~~from~~of the ~~Exchange~~holder ~~informing~~at usany time, into a number of ~~this~~shares ~~non-compliance,~~of weour ~~submitted~~common astock ~~plan~~equal (to the ~~“Plan”)~~quotient toof the ~~Exchange~~stated ~~illustrating~~value ~~how~~of wethe ~~can~~Preferred ~~regain compliance~~Stock ($1,000) divided by ~~June~~the 11Conversion Price (initially, ~~2026~~$ per share). IfEach ~~the~~Warrant ~~Exchange~~will ~~does~~be ~~not~~exercisable ~~accept~~for one share of our ~~Plan~~common orstock weat ~~are~~an ~~not~~exercise ~~able~~price toof ~~regain~~$ per ~~compliance~~share byfrom ~~June~~the ~~11,~~date ~~2026,~~of ~~our~~issuance ~~common~~through ~~stock~~its ~~may~~expiration befive ~~delisted~~years from the ~~Exchange~~date of issuance. AsWe refer to the offering that is the subject of ~~September~~this 30prospectus as the Rights Offering. In the Rights Offering, ~~2024~~you will receive one subscription right, ~~our~~which ~~stockholders’~~we ~~equity~~refer ~~was~~to ~~$2.9~~as ~~million.~~the WeSubscription ~~must~~Right, ~~increase~~for every share ~~our~~of ~~stockholders’~~common ~~equity~~stock to(including beeach atshare ~~least~~of $6common ~~million~~stock toissuable ~~regain~~upon ~~compliance~~conversion ~~with~~of ~~this~~Participating ~~rule~~Securities) owned at 5:00 p.m., IfEastern Time, weon , ~~are~~2025, ~~not~~the ~~able~~record todate ~~raise~~of ~~sufficient~~the Rights Offering, ~~capital~~or inthe ~~this~~Record ~~offering~~Date. The Preferred Stock and bythe ~~other~~Warrants ~~means,~~comprising wethe Units will separate upon the expiration of the Rights Offering and will be issued separately but may only be ~~unable~~purchased toas ~~regain~~a ~~compliance~~Unit, ~~with~~and the ~~Exchange’s~~Units ~~listing~~will ~~standards~~not ~~and~~trade ~~our securities~~as ~~could~~a beseparate ~~subject~~security. toThe ~~delisting~~Subscription Rights will not be tradable.

WeEach ~~are~~Subscription ~~also~~Right ~~offering~~will entitle you to ~~investors~~purchase inone ~~Units~~Unit, ~~that~~which ~~would~~we ~~otherwise~~refer ~~result~~to inas the ~~investor’s~~Basic ~~beneficial~~Subscription ~~ownership~~Right, ~~exceeding~~at ~~4.99%~~a ofsubscription ~~our~~price ~~outstanding~~per ~~common~~Unit ~~stock immediately following the consummation~~ of ~~this~~$1,000, ~~offering~~which ~~the~~we ~~opportunity~~refer to ~~invest~~as inthe ~~Units~~Subscription ~~consisting~~Price. ofIf ~~one pre-funded~~you ~~warrant~~exercise toyour ~~purchase~~Basic ~~one~~Subscription ~~share~~Rights ~~of common stock (“Pre-Funded Warrant”) (~~in ~~lieu of one share of common stock)~~full, ~~one Class A warrant~~ and ~~one Class B warrant. Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise~~ any portion of ~~its Pre-Funded Warrants if~~ the ~~holder,~~Units ~~together~~remain ~~with~~available ~~its~~under ~~affiliates, would beneficially own in excess of 4.99% (or, at~~ the ~~election~~Rights ~~of the holder~~Offering, ~~such~~you ~~limit~~will ~~may~~ be ~~increased~~entitled to upan toover-subscription ~~9.99%)~~privilege ~~of the common stock outstanding immediately after giving effect~~ to ~~such exercise. Each Pre-Funded Warrant will be exercisable for one share of common stock. The~~ purchase ~~price~~a portion of ~~each~~the ~~Unit~~unsubscribed ~~including a~~Units ~~Pre-Funded~~at ~~Warrant will be equal to~~ the ~~price~~Subscription ~~per Unit including one share of common stock~~Price, ~~minus $0.001, and the exercise price of each Pre-Funded Warrant will equal $0.001 per share. The Pre-Funded Warrants will be immediately exercisable (~~subject to ~~the beneficial~~proration ~~ownership cap)~~ and ~~may~~ownership belimitations, ~~exercised~~which atwe ~~any~~refer ~~time~~to ~~until~~as ~~all of~~ the ~~Pre~~Over-~~Funded~~Subscription Privilege. ~~Warrants~~Each ~~are~~Subscription ~~exercised~~Right inconsists ~~full.~~of ~~For each Unit including~~ a ~~Pre-Funded~~Basic ~~Warrant~~Subscription ~~purchased~~Right ~~(without~~and ~~regard~~an toOver-Subscription ~~any~~Privilege, ~~limitation~~which onwe ~~exercise~~refer ~~set~~to ~~forth~~as ~~therein),~~ the ~~number of Units including~~ aSubscription ~~share of common stock we are offering will be decreased on a one-for-one basis~~Right.

The ~~securities~~Subscription Rights will beexpire ~~offered~~if atthey ~~a fixed price and~~ are ~~expected~~not toexercised beby ~~issued~~5:00 inp.m., aEastern ~~single~~Time, ~~closing.~~on , We2026, ~~expect~~unless ~~this~~the ~~offering~~Rights toOffering beis ~~completed~~extended ~~not~~or ~~later~~earlier ~~than~~terminated ~~one~~by ~~business~~us. ~~day~~If ~~following~~we ~~the~~elect ~~commencement~~to ofextend ~~sales in this offering (after~~ the ~~effective~~Rights ~~date~~Offering, ~~of the registration statement of which this prospectus forms a part) and~~ we will ~~deliver~~issue ~~all~~a ~~securities~~press torelease beannouncing ~~issued~~the inextension ~~connection~~no ~~with this offering delivery versus~~later ~~payment~~than or9:00 ~~receipt~~a.m., ~~versus~~Eastern ~~payment~~Time, ason the ~~case~~next ~~may~~business ~~be,~~day ~~upon~~after ~~receipt~~the ofmost ~~investor~~recently ~~funds~~announced ~~received~~expiration bydate ~~us.~~of ~~Accordingly,~~the ~~neither~~Rights weOffering. ~~nor~~We ~~the~~may ~~placement~~extend ~~agent~~the ~~have~~Rights ~~made~~Offering ~~any~~for ~~arrangements~~additional toperiods ~~place investor funds~~ in anour ~~escrow~~sole ~~account~~discretion orfor ~~trust~~any ~~account~~reason ~~since~~up ~~the~~to ~~placement~~an ~~agent~~additional ~~will not~~45 ~~receive~~days. ~~investor~~Once ~~funds~~made, inall ~~connection with the sale~~ exercises of ~~the~~Subscription ~~securities~~Rights ~~offered~~are ~~hereunder~~irrevocable.

We have ~~engaged~~not ~~Maxim~~entered ~~Group~~into ~~LLC~~any ~~(the~~standby ~~“placement~~purchase ~~agent”~~agreement or ~~“Maxim”)~~other tosimilar ~~act~~arrangement ~~as our exclusive placement agent~~ in connection with ~~this offering. The placement agent has agreed to use its reasonable best efforts to arrange for~~ the ~~sale~~Rights ~~of the securities offered by this prospectus~~Offering. The ~~placement agent is not purchasing or selling any of the securities we are offering and the placement agent is~~Rights ~~not~~Offering required to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to pay to the placement agent the placement agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. There is nobeing ~~arrangement~~conducted ~~for~~on ~~funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement as~~ a ~~condition~~best-efforts ofbasis ~~closing~~and ~~of this offering. We may sell fewer than all of the Units offered hereby, which may significantly reduce the amount of proceeds received by us. Because~~ there is no ~~escrow account and no~~ minimum ~~number of securities or~~ amount of proceeds, ~~investors~~necessary ~~could be in a position where they have invested in us, but we have not raised sufficient proceeds in this offering~~ to ~~adequately~~be ~~fund~~received ~~the intended uses of the proceeds as described~~ in ~~this~~order ~~prospectus. See “Risk Factors”~~ for us ~~more information regarding risks related~~ to ~~this~~ ~~offering.~~close ~~We will bear all costs associated with~~ the ~~offering.~~Rights ~~See “Plan of Distribution” for more information regarding these arrangements~~Offering.

~~There~~We ishave noengaged ~~established~~Maxim ~~trading~~Group ~~market~~LLC ~~for the Pre-Funded Warrants or the warrants and we do not expect an active trading market~~ to ~~develop. We~~act doas ~~not intend to list the Pre~~dealer-~~Funded~~manager ~~Warrants~~in or the ~~warrants~~Rights ~~on any securities exchange or other trading market~~Offering. ~~Without an active trading market, the liquidity of these securities will be limited.~~

WeInvesting ~~are~~in aour ~~“smaller~~securities ~~reporting~~involves ~~company,”~~a ashigh ~~defined~~degree ~~under~~of ~~the~~risk. ~~federal~~See ~~securities~~“Risk ~~laws~~Factors” ~~and,~~beginning ason ~~such,~~page we15 ~~have~~of ~~elected~~this toprospectus. ~~comply with~~You ~~certain~~should ~~reduced~~carefully consider ~~public~~these ~~company~~risk ~~reporting~~factors, ~~requirements~~as ~~for~~well ~~this~~as ~~prospectus~~the ~~and~~information ~~future~~contained ~~filings.~~in ~~See~~this ~~“Prospectus~~prospectus, ~~Summary~~before -you ~~Implications of Being a Smaller Reporting Company~~invest.”

~~Investing~~Broadridge inCorporate ~~our~~Issuer ~~securities~~Solutions, isLLC, ~~speculative~~who ~~and~~we ~~involves~~refer ato ~~high~~as ~~degree~~Broadridge, ofwill ~~risk~~serve as the subscription agent and information agent for the Rights Offering. ~~You~~The ~~should~~subscription ~~carefully~~agent ~~consider~~will hold the ~~risk~~funds ~~factors~~we ~~beginning~~receive onfrom subscribers until we complete, abandon or terminate the ~~page~~Rights 7Offering. ofIf you want to participate in this ~~prospectus~~Rights Offering and you are the record holder of your shares, we recommend that you submit your subscription documents to the subscription agent well before ~~purchasing~~the deadline. If you want to participate in this Rights Offering and you hold shares of our ~~securities~~common stock or Participating Securities through your broker, dealer, bank or other nominee, you should promptly contact your broker, dealer, bank or other nominee and submit your subscription documents in accordance with the instructions and within the time period provided by your broker, dealer, bank or other nominee. For a detailed discussion, see “The Rights Offering - The Subscription Rights.”

~~Neither~~Our board of directors reserves the ~~Securities~~right ~~and~~to ~~Exchange~~terminate ~~Commission~~the ~~nor~~Rights ~~any~~Offering ~~state~~for ~~securities~~any ~~commission~~reason ~~has~~any ~~approved~~time orbefore ~~disapproved~~the expiration of ~~these~~the ~~securities~~Rights orOffering. If ~~determined~~we terminate the Rights Offering, all subscription payments received will be returned within 10 business days, without interest or ifdeduction. ~~this~~We ~~prospectus~~expect isthe ~~truthful~~Rights Offering to expire on or ~~complete.~~about , ~~Any~~2026, ~~representation~~subject to our right to extend the ~~contrary~~Rights isOffering aas ~~criminal~~described ~~offense~~above, and that we would close on subscriptions as soon as practicable after such date.

		Per Unit(1)		Total
Public offering price	$	0.~	$	~
Placement agent fees(2)		0.~		~
Proceeds to us, before expenses	$	0.~	$	~

Our common stock is listed on the NYSE American under the symbol “AIM.” On December 1, 2025, the last reported sale price of our common stock was $1.55 per share. There is no public trading market for the Preferred Stock and we do not expect a market to develop. In addition, we do not intend to apply for listing of the Series G Preferred Stock on any securities exchange or recognized trading system. There is also no public trading market for the Warrants. We expect to list the Warrants for trading on the NYSE American, but there is no assurance that the Warrants will be listed. We will proceed with the Rights Offering whether or not the Warrants are listed for trading on the NYSE American. The Subscription Rights are non-transferrable and will not be listed for trading on the NYSE American or any other securities exchange or market. You are urged to obtain a current price quote for our common stock before exercising your Subscription Rights.

(1)	Assumes all Units consist of one share of common stock, one Class A warrant and one Class B warrant.
		Per Unit	Total(2)
(2)	We have agreed to pay the placement agent a cash fee equal to 7.0% of the aggregate gross proceeds raised in this offering, and to reimburse the placement agent for certain of its offering-related expenses. See “Plan of Distribution” for a description of the compensation to be received by the placement agent.
Subscription Price		$	$
Dealer-Manager fees and expenses (1)		$	$
Proceeds to us, before expenses		$	$

Delivery of the securities hereby is expected to be made on or about January ~, 2025, subject to the satisfaction of customary closing conditions.

	(1)	In connection with this Rights Offering, we have agreed to pay to Maxim Group LLC as the dealer-manager an aggregate cash fee equal to 8.0% of the gross proceeds received by us directly from exercises of the Subscription Rights. We agreed to reimburse expenses of Maxim Group LLC in the Rights Offering, up to $125,000. See “Plan of Distribution.”

	(2)	Assumes the Rights Offering is fully subscribed but excludes proceeds from the exercise of Warrants included within the Units.

~~Sole~~Our ~~Placement~~board ~~Agent~~of directors is making no recommendation regarding your exercise of the Subscription Rights. You should carefully consider whether to exercise your Subscription Rights before the expiration date. You may not revoke or revise any exercises of Subscription Rights once made.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Dealer-Manager

Maxim Group LLC

The date of this ~~prospectus~~Prospectus is ~~January ~~~ , 2025.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	1
About This Prospectus	1
PROSPECTUS SUMMARY	2
Prospectus Summary	2
THE OFFERING	4
Incorporation of Certain Information by Reference	6
RISK FACTORS	7
Where You Can Find More Information	6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND SUMMARY RISK FACTORS	20
Questions and Answers Relating to the Rights Offering	7
USE OF PROCEEDS	22
Risk Factors	15
CAPITALIZATION	23
Forward-Looking Statements	20
DILUTION	24
Use of Proceeds	21
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	25
Dilution	22
BUSINESS	34
Market Price of our Common Stock and Related Stockholder Matters	23
MANAGEMENT	53
The Rights Offering	24
EXECUTIVE AND DIRECTOR COMPENSATION	56
Material U.S. Federal Income Tax Consequences	32
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	63
Description of Securities	42
PRINCIPAL STOCKHOLDERS	63
Plan of Distribution	51
DESCRIPTION OF SECURITIES	64
Experts	52
PLAN OF DISTRIBUTION	68
Legal Matters	52
LEGAL MATTERS	74
EXPERTS	74
WHERE YOU CAN FIND MORE INFORMATION	74

ABOUT THIS PROSPECTUS

~~You~~The ~~should~~registration ~~rely~~statement ~~only~~of onwhich ~~the information contained in~~ this prospectus ~~and~~forms ina ~~any~~part ~~free~~that ~~writing~~we ~~prospectus.~~have Wefiled ~~have~~with ~~not~~the Securities and ~~the~~Exchange ~~placement~~Commission, ~~agent~~or the ~~has~~SEC, ~~not~~includes ~~authorized~~exhibits ~~anyone~~that to provide ~~you~~more ~~with~~detail ~~information~~of ~~different~~the ~~from~~matters ~~that~~discussed ~~contained~~ in this prospectus. WeYou ~~are~~should ~~offering~~read tothis ~~sell,~~ prospectus and ~~seeking~~the related ~~offers~~exhibits tofiled ~~buy,~~with ~~our~~the ~~securities~~SEC, ~~only~~together inwith ~~jurisdictions~~the ~~where~~additional ~~offers and sales are permitted. The~~ information indescribed ~~this~~under ~~prospectus is accurate only as of~~ the ~~date~~headings of“Where ~~this~~You ~~prospectus,~~Can ~~regardless~~Find More ofInformation” ~~the~~and ~~time~~“Incorporation ofby ~~delivery~~Reference” ofbefore ~~this~~making ~~prospectus~~your orinvestment ~~any sale of our securities~~decision.

~~Neither~~You weshould ~~nor~~rely ~~the~~only ~~placement~~on ~~agent~~the ~~have~~information ~~done~~provided ~~anything~~in ~~that~~this ~~would~~prospectus ~~permit~~or ~~this~~in ~~offering~~a orprospectus ~~possession~~supplement or ~~distribution~~any offree ~~this~~writing ~~prospectus~~prospectuses inor ~~any~~amendments ~~jurisdiction~~thereto. ~~where~~Neither ~~action~~we ~~for~~nor ~~that~~the ~~purpose~~deal-manager ishave ~~required,~~authorized ~~other~~anyone ~~than~~else into ~~the~~provide ~~United~~you ~~States.~~with ~~Persons~~different ~~outside~~information. ~~the~~We ~~United~~do ~~States~~not, ~~who~~and ~~come~~the ~~into~~dealer-manager ~~possession~~and ofits ~~this~~affiliates ~~prospectus~~do ~~must~~not, ~~inform~~take ~~themselves~~any ~~about~~responsibility for, and ~~observe~~can provide no assurance as to the reliability of, any ~~restrictions~~information ~~relating~~that others may provide to you. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the ~~offering~~information in this prospectus is accurate only as of ~~our~~the ~~securities and~~date hereof, regardless of the ~~distribution~~time of delivery of this prospectus ~~outside~~or any sale of ~~the~~securities. ~~United~~Our ~~States~~business, financial condition, results of operations and prospects may have changed since that date.

We are not, and the dealer-manager is not, offering to sell or seeking offers to purchase these securities in any jurisdiction where the offer or sale is not permitted. We and the dealer-manager have not done anything that would permit this Rights Offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities as to distribution of the prospectus outside of the United States.

Unless the context otherwise requires, references in this prospectus to “AIM,” the “Company,” “we,” “us” and “our” refer to AIM ImmunoTech Inc. and our subsidiaries. Solely for convenience, trademarks and tradenames referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights, or that the applicable owner will not assert its rights, to these trademarks and tradenames.

PROSPECTUS SUMMARY

This summary contains basic information about us and this ~~offering~~Rights Offering. Because it is a summary, it does not contain all of the information that you should consider before investing. Before you decide to invest in our ~~securities~~Units, you should read this entire prospectus carefully, including the section entitled “Risk Factors.” ~~Unless the context otherwise requires, references in this prospectus to “AIM,” “the Company,” “we,” “us”~~ and ~~“our”~~any ~~refer~~information toincorporated ~~AIM~~by ~~ImmunoTech~~reference ~~Inc~~herein. ~~and our subsidiaries.~~

~~Our~~Company ~~Business~~Overview

AIM ImmunoTech Inc. and its subsidiaries are 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. 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.

~~Our~~AIM’s ~~flagship~~ products are Ampligen (rintatolimod) and Alferon N Injection (Interferon alfa). The Company’s flagship product –Ampligen – is a double-stranded RNA (“dsRNA”) molecule being developed for globally important cancers, viral diseases and disorders of the immune system. Ampligen has not been approved by the ~~Food and Drug Administration (the “~~FDA”) or marketed in the United States, but is approved for commercial sale in in the Argentine Republic for the treatment of severe Chronic Fatigue Syndrome (“CFS”).

WeThe ~~are~~Company is currently proceeding primarily in ~~four~~five areas:

● Conducting clinical trials to evaluate the efficacy and safety of Ampligen for the treatment of pancreatic cancer. ● Evaluating Ampligen across multiple cancers as a potential therapy that modifies the tumor microenvironment with the goal of increasing anti-tumor responses to checkpoint inhibitors. ● Exploring Ampligen’s antiviral activities and potential use as a prophylactic or treatment for existing viruses, new viruses and mutated viruses thereof. ● Evaluating Ampligen as a treatment for myalgic encephalomyelitis/chronic fatigue syndrome (“ME/CFS”) and fatigue and/or the Post-COVID condition of fatigue. ● Evaluating Ampligen as a vaccine adjuvant in the combination of Ampligen and AstraZeneca’s FluMist as an intranasal vaccine for influenza, including avian influenza.

●We are ~~Evaluating~~prioritizing ~~Ampligen~~activities ~~across~~in ~~multiple~~an ~~cancers~~order related to the stage of development, with those clinical activities such as apancreatic ~~potential~~cancer having ~~therapy~~priority over other experimentation. We intend that ~~modifies~~priority ~~the~~clinical ~~tumor~~work ~~microenvironment~~be ~~with~~conducted in trials authorized by the ~~goal~~FDA ofor ~~increasing~~European Medicines ~~anti-tumor~~Agency ~~responses~~(“EMA”), towhich ~~checkpoint~~trials ~~inhibitors~~support a potential future NDA.

~~● Exploring Ampligen’s antiviral activities and potential use as a prophylactic or treatment for existing viruses, new viruses and mutated viruses thereof~~Immuno-Oncology.

●We are ~~Evaluating~~focused ~~Ampligen~~on aspancreatic acancer ~~treatment~~because ~~for~~testing ~~myalgic~~results ~~encephalomyelitis/chronic~~to ~~fatigue~~date ~~syndrome~~— primarily conducted in the Netherlands — have been very promising. The Netherlands study generated statistically significant data indicating that Ampligen extended survival well beyond the Standard of Care (“~~ME/CFS~~SOC”), when compared to well-matched historical controls. These data support the proposition that Ampligen, when administered to either patients with locally advanced or metastatic pancreatic cancer after systemic chemotherapy, showed a statistically significant increase in survival rate. In October 2021, we and ~~fatigue~~our Contract Research Organization, Amarex, submitted an IND application to the FDA for a planned Phase 2 study of Ampligen as a therapy for locally advanced or metastatic late-stage pancreatic cancer. In December 2021, the FDA responded with a Clinical Hold on the proposed study. We submitted our response to the FDA in February 2022. In March 2022, we received notification from the FDA that the Clinical Hold was released and cleared, meaning that we are now able to proceed with the study specifically to treat locally advanced pancreatic cancer patients. In August 2022, we received IRB approval of the trial protocol and so announced the trial’s commencement. In February 2025, we made a business decision to place screening/enrollment on hold and suspend the study. The study may be redesigned or amended, pending additional data from the ~~Post-COVID~~ongoing ~~condition~~DURIPANC ofclinical ~~fatigue~~trial. (https://clinicaltrials.gov/ct2/show/NCT05494697).

We The ~~are~~DURIPANC ~~prioritizing~~Study ~~activities~~is ina anPhase ~~order~~1b/2 ~~related~~investigator-sponsored toclinical ~~the~~trial ~~stage~~combining ofAmpligen ~~development,~~ with ~~those~~AstraZeneca’s ~~clinical~~anti-PD-L1 ~~activities~~immune ~~such~~checkpoint inhibitor asImfinzi® ~~pancreatic~~(durvalumab) ~~cancer, ME/CFS~~for ~~and~~the ~~Post-COVID~~treatment ~~conditions~~of ~~having~~late-stage ~~priority~~pancreatic ~~over~~cancer. ~~antiviral~~In ~~experimentation.~~July We2025, ~~intend~~we ~~that~~announced ~~priority~~a ~~clinical~~positive ~~work~~mid-year safety beand ~~conducted~~efficacy ~~in trials~~update ~~authorized~~that byincluded ~~the~~treatment ~~FDA~~of or14 ~~European~~subjects. ~~Medicines~~There ~~Agency~~has ~~(“EMA”),~~been ~~which~~no ~~trials~~significant ~~support~~toxicity areported. ~~potential~~Three ~~future~~of ~~new~~the ~~drug~~14 ~~application~~subjects (~~“NDA”~~~21%). ~~However,~~had ~~our~~progression ~~antiviral~~free ~~experimentation~~survival is(PFS) ~~designed~~>6 tomonths ~~accumulate~~with an additional ~~preliminary~~3 ~~data~~subjects ~~supporting~~(21%) ~~their~~not ~~hypothesis that~~yet ~~Ampligen~~progressed. isOverall asurvival ~~powerful,~~(OS) of ~~broad-spectrum~~>6 ~~prophylaxis~~months ~~and~~in ~~early-onset~~majority ~~therapeutic~~of ~~that~~eligible ~~may~~subjects ~~confer~~(64%). ~~enhanced~~Up ~~immunity~~to ~~and~~25 ~~cross-protection. Accordingly,~~patients weare ~~will~~expected ~~conduct~~to ~~antiviral~~be ~~programs~~enrolled in ~~those~~the ~~venues~~Phase ~~most~~2 ~~readily~~portion ~~available~~of DURIPANC. Enrollment and ~~able~~dosing tois ~~generate~~ongoing ~~valid~~in ~~proof-of-concept~~Phase ~~data, including~~2. ~~foreign venues~~(https://clinicaltrials.gov/ct2/show/NCT05927142).

~~Corporate~~Ampligen ~~Information~~appears in clinic testing to have potential for standalone efficacy in a number of other solid tumors. We have also seen success in increasing survival rates and efficacy in the treatment of animal tumors when Ampligen is used in combination with checkpoint blockade therapies. In fact, in March 2022 we announced interim data from an investigator-initiated, Phase 2, single-arm, efficacy/safety trial to evaluate the effectiveness of combining intensive locoregional intraperitoneal (IP) chemoimmunotherapy of cisplatin with IP Ampligen (TLR-3 agonist) and IV infusion of the checkpoint inhibitor pembrolizumab for patients with recurrent platinum-sensitive ovarian cancer. We believe that data from the study, which was conducted by the University of Pittsburgh Medical Center and funded by a Merck grant, demonstrated that when combining three drugs – Ampligen and pembrolizumab, which are both immune therapies, with cisplatin, a chemotherapy – evidence of increased biomarkers associated with T cell chemotaxis and cytolytic function has been seen. Importantly, increases of these biomarkers in the tumor microenvironment have been correlated with favorable tumor responses. In November 2025, we announced publication of an abstract presented at SITC on the completed trial. Of the 27 patients included in the trial, 24 were evaluable for response and of those 24 there were 5 patients with complete response and 7 patients with partial response for an Objective Response Rate (ORR) of 50%. These successes in the field of immuno-oncology have guided our efforts toward the potential use of Ampligen as a combinational therapy for the treatment of a variety of solid tumor types. The first of our patent applications in this space was granted by the Netherlands on March 15, 2021.

Our primary executive offices are located at 2117 SW Highway 484, Ocala FL 34473 and our telephone number is (352) 448-7797. Additional information can be found on our website, https://aimimmuno.com and in our periodic and current reports filed with the Securities and Exchange Commission (the “SEC”). Copies of our current and periodic reports filed with the SEC are available to the public on a website maintained by the SEC at www.sec.gov and on our website. The information contained on, or that can be accessed through, our website is not part of this prospectus and should not be considered as part of this prospectus or in deciding whether to purchase our securities. No portion of our website is incorporated by reference into this prospectus.

WeAmpligen ~~own~~as or have rights to trademarks or trade names that we use in connection with the operation of our business, including our corporate names, logos and website names. In addition, we own or have the rights to copyrights, trade secrets and other proprietary rights that protect the content of our products. This prospectus may also contain trademarks, service marks and trade names of other companies, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and should not be read to, imply a ~~relationship~~Potential with or endorsement or sponsorship of us. Solely for convenience, some of the copyrights, trade names and trademarks referred to in this prospectus are listed without their ©, ® and TM symbols, but we will assert, to the fullest extent under applicable law, our rights to our copyrights, trade names and trademarks. All other trademarks are the property of their respective owners.Antiviral

~~Exchange~~We have ~~Compliance~~a research and pre-clinical history that indicates broad-spectrum antiviral capability of Ampligen in animals. We hope to demonstrate that it has the same effect in humans. To do this, among other things, we need a population infected with a virus. That is why our most recent antiviral focus has been on COVID-19 (the disease caused by SARS-CoV-2) and Long COVID. Previous animal studies yielded positive results utilizing Ampligen to treat numerous viruses, such as Western Equine Encephalitis Virus, Ebola, Vaccinia Virus (which is used in the manufacture of smallpox vaccine) and SARS-CoV-1. We have conducted experiments in SARS-CoV-2 showing Ampligen has a powerful impact on viral replication. The prior studies of Ampligen in SARS-CoV-1 animal experimentation may predict similar protective effects against SARS-CoV-2.

We ~~are~~announced ~~not currently~~ in ~~compliance~~February ~~with~~2025 ~~the Exchange’s stockholders’ equity rule because~~ our ~~stockholders’~~intention ~~equity~~to ispursue ~~less than~~a ~~the~~study ~~required minimum~~ of ~~$6,000,000.~~a ~~Pursuant~~potential toavian ~~the~~influenza ~~letter~~combination ~~from~~therapy ~~the Exchange informing us~~ of ~~this~~Ampligen ~~non-compliance~~and AstraZeneca’s FluMist, ~~we submitted~~ a ~~Plan~~ tonasal ~~the~~spray ~~Exchange~~vaccine ~~illustrating~~that ~~how~~helps weprevent ~~can~~seasonal ~~regain compliance by June 11, 2026~~influenza. IfThe ~~the~~new ~~Exchange~~proposed ~~does~~clinical ~~not~~trial ~~accept~~would ~~our~~expand ~~Plan~~upon orprevious ~~we are not~~Company-sponsored ~~able~~clinical toresearch ~~regain~~at ~~compliance~~the byUniversity ~~June~~of ~~11,~~Alabama-Birmingham ~~2026~~(“UAB”), ~~our~~which ~~common~~indicated ~~stock~~that ~~may~~intranasal bedelivery ~~delisted~~of ~~from~~Ampligen after the ~~Exchange.~~intranasal Asdelivery of ~~September~~the ~~30,~~FluMist ~~2024,~~seasonal ~~our~~influenza ~~stockholders’ equity~~vaccine ~~was~~increased ~~$2.9~~the ~~million.~~immune Weresponse ~~must increase our stockholders’ equity~~ to beseasonal atvariants ~~least~~in $6the ~~million~~vaccine ~~to regain compliance with this~~by ~~rule.~~greater Ifthan wefour-fold ~~are~~and ~~not~~induced ~~able~~cross-reactive tosecretory ~~raise~~Immunoglobulin ~~sufficient~~A ~~capital~~against inhighly ~~this~~pathogenic ~~offering~~avian ~~and~~influenza byvirus ~~other means~~strains H5N1, weH7N9 ~~may~~and ~~be unable to regain compliance with the Exchange’s listing standards~~H7N3. We ~~intend~~are toseeking ~~take~~collaborative ~~all~~grants ~~reasonable~~from ~~measures~~government ~~available~~and industry to ~~regain~~defray ~~compliance under~~ the ~~Exchange’s listing~~cost ~~rules~~of ~~and remain listed on~~ the ~~Exchange~~study. ~~There~~We ~~can~~believe bethat this nopre-clinical ~~assurance~~and ~~that~~clinical wework ~~will~~to ~~ultimately~~date ~~regain~~– ~~compliance~~combined with ~~all~~the ~~applicable requirements~~ever-growing ~~for~~threat ~~continued~~of ~~listing.~~Avian Ifinfluenza we– dostrongly ~~not~~supports our ~~regain~~decision ~~compliance~~to ~~with~~move ~~the~~forward ~~Exchange’s~~with ~~listing~~this ~~rules,~~second ~~then~~Ampligen ~~our~~and ~~securities~~FluMist ~~will be~~study ~~delisted~~in ~~from the Exchange~~humans.

~~Going~~Ampligen as ~~Concern~~a Treatment for Post-COVID Conditions

WeIn ~~have~~July a2023, ~~history~~we ofenrolled ~~operating losses since inception~~ and ~~expect~~dosed tothe ~~incur~~first ~~additional~~patient ~~near-term~~in ~~losses.~~our AsPhase ~~discussed~~2 ~~further~~study inevaluating ~~“Management’s Discussion~~Ampligen® ~~and~~as ~~Analysis~~a ofpotential ~~Financial~~therapeutic ~~Condition~~for ~~and~~people with ~~Results of Operations~~ post-COVID ~~Liquidity~~conditions ~~and Capital Resources~~(“AMP-518”). ~~and~~We ~~the notes~~announced toin ~~our~~August ~~unaudited~~2023 ~~financial~~that ~~statements~~the asstudy ofhad ~~and~~met ~~for~~ the ~~nine~~planned ~~months~~enrollment ~~ended~~of ~~September~~80 ~~30, 2024, these unaudited financial statements~~subjects ~~were~~ages ~~prepared~~18 ~~assuming~~to ~~the~~60 ~~Company~~years ~~will~~who ~~continue~~have asbeen arandomized ~~going~~1:1 ~~concern.~~to ~~The~~receive ~~going~~twice-weekly ~~concern~~intravenous ~~basis~~infusions of ~~presentation~~Ampligen ~~assumes~~or ~~that~~placebo ~~the~~for ~~Company will~~12 ~~continue~~weeks, inwith a ~~operation~~follow-up ~~one~~phase ~~year~~of ~~after~~two ~~the~~weeks. ~~date~~All ~~these~~patients ~~financial~~have ~~statements~~completed ~~are~~the ~~issued~~study, ~~and~~with ~~will~~topline bedata ~~able~~reported ~~to realize its assets and discharge its liabilities and commitments~~ in ~~the~~February ~~normal course of business~~2024.

~~While~~In ~~management~~January ~~has developed a plan~~2025, ~~given~~we ~~continued~~announced ~~losses,~~that itthe isfinal ~~likely~~Clinical ~~that~~Study ~~there~~results isfrom ~~substantial~~AMP-518 ~~doubt~~had ~~about~~been ~~the~~posted ~~Company’s ability~~ to ~~continue as a going concern~~ClinicalTrials.gov. ~~Our~~The ~~consolidated~~results ~~financial statements do not include any adjustments that may result from the outcome~~support ofour ~~this~~belief ~~uncertainty.~~in IfAmpligen ~~we cannot secure the financing needed to continue~~ as a ~~viable~~potential ~~business,~~therapeutic ~~our~~for ~~shareholders~~people ~~may~~with ~~lose~~the ~~some~~moderate-to-severe ~~or all of their investment in us. See also “Risk Factors~~ Post-COVID Wecondition ~~have a history~~ of ~~losses~~fatigue, ~~expect~~and tothat ~~continue to incur losses in the near~~this ~~term~~would ~~and~~be ~~may not achieve or sustain profitability in~~ the ~~future,~~likely ~~and~~subject aspopulation afor ~~result,~~any ~~there~~follow-up isclinical ~~a substantial doubt about our ability to continue as a going concern~~trial.”

Ampligen as ~~Implications~~a oftreatment ~~Being~~for aME/CFS ~~Smaller~~and ~~Reporting~~Post-COVID ~~Company~~ Conditions

As of WeSeptember ~~are~~30, a2025, ~~“smaller~~there ~~reporting~~were ~~company”~~4 ~~and~~patients ~~accordingly~~enrolled ~~may~~in ~~provide~~this ~~less~~open-label ~~public~~expanded ~~disclosure~~access ~~than~~treatment ~~larger~~protocol ~~public~~(including ~~companies,~~one ~~including~~patient ~~the~~with Post-COVID ~~inclusion~~Conditions). ofAIM ~~only~~previously ~~two~~reported ~~years~~positive ofpreliminary ~~audited~~results ~~financial~~based ~~statements~~on ~~and~~data ~~only~~from ~~two~~the ~~years~~first offour ~~management’s~~Post-COVID ~~discussion~~Condition ~~and~~patients enrolled ~~analysis~~in ofthe ~~financial~~study. ~~condition~~The ~~and~~data ~~results~~show ofthat, ~~operations~~by ~~disclosure.~~week As12, acompared ~~result~~to baseline, ~~the~~there ~~information~~was ~~that~~what wethe ~~provide~~investigators toconsidered ~~our~~a ~~stockholders~~clinically significant ~~may~~decrease bein ~~different~~fatigue-related ~~than~~measures ~~you~~and ~~might~~improvement ~~receive~~in ~~from~~cognition. ~~other~~Eight ~~public~~such ~~reporting~~patients ~~companies~~have inbeen ~~which~~treated ~~you~~in ~~hold~~the ~~equity~~study ~~interests~~to date.

Intellectual Property

We rely on a combination of patents, trademarks, trade secrets, nondisclosure agreements, proprietary information ownership agreements and other intellectual property measures to protect our intellectual property rights. We believe that to have a competitive advantage, we must continue to develop and maintain the proprietary aspects of our technologies.

Corporate Information

Our principal executive office is located at 2117 SW Highway 484, Ocala, FL 34473. Our telephone number is (352) 448-7797. Our corporate website address is www.aimimmunno.com. The information contained on or accessible through our website is not a part of, and is not incorporated by reference into, this prospectus.

THE OFFERING
Issuer:		AIM ImmunoTech Inc.
Securities offered by us:		Up to ~ Units, each Unit consisting of one share of our common stock, one Class A warrant to purchase one share of our common stock and one Class B warrant to purchase one share of our common stock. Each warrant will be immediately exercisable for one share of common stock at an exercise price equal to 100% of the public offering price per Unit, is exercisable immediately and, in the case of Class A warrants, will expire on the fifth anniversary of the original issuance date, and in the case of Class B warrants, will expire on the 18-month anniversary of the original issuance date. We are also offering to investors in Units that would otherwise result in the investor’s beneficial ownership exceeding 4.99% of our outstanding common stock immediately following the consummation of this offering the opportunity to invest in Units consisting of one Pre-Funded Warrant to purchase one share of common stock in lieu of one share of common stock, one Class A warrant and one Class B warrant. For each Unit including a Pre-Funded Warrant purchased (without regard to any limitation on exercise set forth therein), the number of Units including a share of common stock we are offering will be decreased on a one-for-one basis. Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the common stock outstanding immediately after giving effect to such exercise. Each Pre-Funded Warrant will be exercisable for one share of common stock. The purchase price of each Unit including a Pre-Funded Warrant will be equal to the price per Unit including one share of common stock, minus $0.001, and the exercise price of each Pre-Funded Warrant will equal $0.001 per share. The Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised at any time in perpetuity until all of the Pre-Funded Warrants are exercised in full. This offering also relates to the shares of common stock issuable upon the exercise of the Pre-Funded Warrants. The Units will not be certificated or issued in stand-alone form. The shares of our common stock (or Pre-Funded Warrants) and the warrants comprising the Units are immediately separable upon issuance and will be issued separately in this offering.
Number of shares of common stock being offered by us:		Up to ~ shares of common stock (assuming no issuance of Pre-Funded Warrants and no exercise of the warrants issued in this offering).
Number of warrants being offered by us:		Up to ~ warrants (comprised of ~ Class A warrants and ~ Class B warrants) to purchase ~ shares of common stock.
Assumed public offering price:		$0.~ per Unit, which is the assumed public offering price.
Common stock outstanding immediately prior to this offering:		67,668,263 shares.
Common stock to be outstanding immediately after this offering(1):		~ shares (assuming no issuance of Pre-Funded Warrants and no exercise of the warrants issued in this offering).

Summary of the Rights Offering

Securities to be Offered		We are distributing to you, at no charge, one non-transferable Subscription Right to purchase one Unit for every share of our common stock (or share of common stock issuable upon exercise of the Participating Securities) that you owned on the Record Date. Each Unit consists of one share of our Preferred Stock and Warrants. The Units will separate upon the closing of the Rights Offering and the Preferred Stock and Warrants will be issued separately, however, they may only be purchased as a Unit, and the Unit will not trade as a separate security.

Size of Offering		12,000 Units.

Subscription Price		$1,000 per Unit.

Series G Convertible Preferred Stock		Each share of Preferred Stock will be convertible, at the option of the holder at any time, into the number of shares of our common stock determined by dividing the $1,000 stated value per share of the Preferred Stock by a conversion price of $ per share.

Warrants		Each Warrant entitles the holder to purchase one share of our common stock at an exercise price of $ per share. The Warrants will be exercisable for cash, or, solely during any period when a registration statement for the exercise of the Warrants is not in effect, on a cashless basis, at any time and from time to time after the date of issuance.

Record Date		5:00 p.m., Eastern Time, , 2025.

Basic Subscription Rights		Your Basic Subscription Right will entitle you to purchase one Unit at the Subscription Price. You may exercise your Basic Subscription Right for some or all of your Subscription Rights, or you may choose not to exercise your Subscription Rights. If you choose to exercise your Subscription Rights, there is no minimum number of Units you must purchase. We are distributing Basic Subscription Rights to purchase an aggregate of 3,974,415 Units, but are only selling 12,000 Units in the Rights Offering. In the event that the Rights Offering is over-subscribed, rights holders will be entitled to their pro rata portion of the Units.

Over-Subscription Privilege		If you exercise your Basic Subscription Rights in full, you may also choose to exercise an over-subscription privilege to purchase a portion of any Units that are not purchased by our other common stockholder or Participating Securities holders through the exercise of their Basic Subscription Rights, subject to proration and stock ownership limitations described elsewhere in this prospectus. The subscription agent will return any excess payments by mail without interest or deduction promptly after expiration of the subscription period.

Expiration Date		The Subscription Rights will expire at 5:00 p.m., Eastern Time, on , 2026.

Procedure for Exercising Subscription Rights		To exercise your Subscription Rights, you must take the following steps: If you are a record holder, as of the Record Date, of our common stock or Participating Securities, you must deliver payment and a properly completed Rights Certificate to the subscription agent to be received before 5:00 p.m., Eastern Time, on , 2026. You may deliver the documents and payments by first class mail or courier service. If you use first class mail for this purpose, we recommend using registered mail, properly insured, with return receipt requested. If as of the Record Date you are a beneficial owner of shares of common stock or Participating Securities that are registered in the name of a broker, dealer, bank or other nominee, you should instruct your broker, dealer, bank or other nominee to exercise your Subscription Rights on your behalf. Please follow the instructions of your nominee, who may require that you meet a deadline earlier than 5:00 p.m., Eastern Time, on , 2026.

Use of proceeds:		Assuming the maximum number of Units are sold in this offering at an assumed public offering price of $~ per Unit and no issuance of Pre-Funded Warrants in connection with this offering, we estimate that the net proceeds from our sale of Units in this offering will be approximately $~ million, after deducting the placement agent fees and estimated offering expenses payable by us. However, because this is a reasonable best efforts offering with no minimum number of securities or amount of proceeds as a condition to closing, we may not sell all or any of these securities offered pursuant to this prospectus and we may receive significantly less in net proceeds. We currently intend to use the net proceeds from this offering for working capital, to bolster our clinical programs, for manufacturing costs and, possibly settling certain legal expenses. See “Use of Proceeds.”
Payment Adjustments		If you send a payment that is insufficient to purchase the number of Units requested, or if the number of Units requested is not specified in the Rights Certificate, the payment received will be applied to exercise Subscription Rights to the extent of the payment. If the payment exceeds the amount necessary for the full exercise of your Subscription Rights, including any over-subscription privilege exercised and permitted, the excess will be returned to you promptly in cash. You will not receive interest or a deduction on any payments refunded to you under the Rights Offering.
Description of warrants:		Each warrant will be immediately exercisable for one share of common stock at an exercise price equal to 100% of the public offering price per Unit and will be exercisable immediately and, in the case of Class A warrants, will expire on the fifth anniversary of the original issuance date, and in the case of Class B warrants, will expire on the 18-month anniversary of the original issuance date. Each warrant is exercisable for one share of common stock, subject to adjustment in the event of stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our common stock as described herein. Each holder of warrants will be prohibited from exercising its warrant for shares of our common stock if, as a result of such exercise, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of our common stock then issued and outstanding. However, any holder may increase such percentage to any other percentage not in excess of 9.99%. The terms of the warrants will be governed by a Warrant Agency Agreement, dated as of the closing date of this offering, between us and Equiniti Trust Company, LLC, as the warrant agent (the “Warrant Agent”). This offering also relates to the offering of the shares of common stock issuable upon the exercise of the warrants. For more information regarding the warrants, you should carefully read the section titled “Description of Securities — Warrants” in this prospectus.
Delivery of Shares and Warrants		As soon as practicable after the expiration of the Rights Offering, we expect to close on subscriptions and for the subscription agent to arrange for the issuance of the shares of Preferred Stock and Warrants purchased pursuant to the Rights Offering. All shares and Warrants that are purchased in the Rights Offering will be issued in book-entry, or uncertificated, form meaning that you will receive a direct registration, or DRS, account statement from our transfer agent as it relates to the Preferred Stock and the Warrants reflecting ownership of these securities if you are a holder of record. If you hold your shares or Participating Securities in the name of a bank, broker, dealer, or other nominee, DTC will credit your account with your nominee with the securities you purchased in the Rights Offering.
Placement agent warrants:		Upon the closing of this offering, we will issue to Maxim or its designee, as the placement agent in this offering, warrants entitling it to purchase a number of shares of common stock equal to 5.0% of the Units sold in this offering at an exercise price equal to 110% of the public offering price in connection with the offering (the “placement agent warrants”). The placement agent warrants will be non-exercisable for six months after the effective date of the registration statement of which this prospectus forms a part, and will expire five years after such date. This offering also relates to the offering of the shares of common stock issuable upon the exercise of the placement agent warrants.
Non-transferability of Subscription Rights		The Subscription Rights may not be sold, transferred, assigned or given away to anyone. The Subscription Rights will not be listed for trading on any stock exchange or market.
Placement agent compensation:		Upon the closing of this offering, we will pay Maxim a cash transaction fee equal to 7.0% of the aggregate gross cash proceeds to us from the sale of the securities in the offering. In addition, we will reimburse Maxim for certain out-of-pocket expenses related to the offering. See “Plan of Distribution.”
Transferability of Warrants		The Warrants will be separately transferable following their issuance and through their expiration five years from the date of issuance.
No Board Recommendation		Our board of directors is not making a recommendation regarding your exercise of the Subscription Rights. You are urged to make your decision to invest based on your own assessment of our business and financial condition, our prospects for the future, the terms of the Rights Offering, the information in this prospectus and other information relevant to your circumstances. Please see “Risk Factors” for a discussion of some of the risks involved in investing in our securities.
No Revocation		Except as described below, all exercises of Subscription Rights are irrevocable, even if you later learn of information that you consider to be unfavorable to the exercise of your Subscription Rights.
Use of Proceeds		Assuming the exercise of Subscription Rights to purchase all Units of the Rights Offering, after deducting fees and expenses and excluding any proceeds received upon exercise of any Warrants, we estimate the net proceeds of the Rights Offering will be approximately $10.9 million. We intend to use the net proceeds from the exercise of Subscription Rights for general corporate purposes and allocate a portion of the net proceeds to repay, according to their terms, certain existing debt obligations. All repayments will be made in compliance with the terms of the financing agreements. See “Use of Proceeds.”
Material U.S. Federal Income Tax Consequences		For U.S. federal income tax purposes, we do not believe you should recognize income or loss upon receipt or exercise of a Subscription Right, but the receipt and exercise of the Subscription Rights is unclear in certain respects. You should consult your own tax advisor as to the tax consequences of the Rights Offering in light of your particular circumstances. See “Material U.S. Federal Income Tax Consequences.”
Extension, Amendment and Termination		Although we do not presently intend to do so, we may extend the Rights Offering for additional time in our sole discretion for any reason for up to an additional 45 days. For example, we may decide that changes in the market price of our common stock warrant an extension, or we may decide that the degree of stockholder participation in the Rights Offering is less than the level we desire. In the event that we decide to extend the Rights Offering and you have already exercised your Subscription Rights, your subscription payment will remain with the subscription agent until such time as the Rights Offering closes or is terminated. We also reserve the right to amend or modify the terms of the Rights Offering, as appropriate. Our board of directors may for any reason terminate the Rights Offering at any time before the expiration of the Rights Offering. In the event that the Rights Offering is cancelled, all subscription payments received by the subscription agent will be returned, without interest or deduction, as soon as practicable. If we should make any fundamental changes to the terms set forth in this prospectus, we will (i) file a post-effective amendment to the registration statement of which this prospectus forms a part, (ii) offer potential purchasers who have subscribed for rights the opportunity to cancel such subscriptions and issue a refund of any money advanced by such stockholder or eligible warrant holder, and (iii) recirculate an updated prospectus after the post-effective amendment is declared effective with the SEC.
Subscription Agent		Broadridge Corporate Issuer Solutions, LLC
Information Agent		Broadridge Corporate Issuer Solutions, LLC
Warrant Agent		Broadridge Corporate Issuer Solutions, LLC
Questions		If you have any questions about the Rights Offering, please contact the information agent, Broadridge, toll free at (855) 793-5068, by mail at Broadridge Corporate Issuer Solutions LLC. If using UPS, FedEx or Courier Broadridge, Inc. Attn: BCIS IWS 51 Mercedes Way Edgewood, NY 11717 If using a USPS Service: Broadridge, Inc. Attn: BCIS Re-Organization Department P.O. Box 1342 Brentwood, NY 11717-0718 or by email at Shareholder@Broadridge.com
Market for Common Stock		Our common stock is listed on the NYSE American under the symbol “AIM.”
Market for Series G Preferred Stock		There is no established public trading market for the Series G Preferred Stock, and we do not expect that a market will develop. In addition, we do not intend to apply for listing of the Series G Preferred Stock on any securities exchange or recognized trading system.
Market for Warrants		There is no established public trading market for the Warrants. We expect to list the Warrants for trading on the NYSE American, but there is no assurance that the Warrants will be listed. We will proceed with the Rights Offering whether or not the Warrants are listed for trading on the NYSE American.
Dealer-manager		Maxim Group LLC will act as dealer-manager for the Rights Offering.
Participating Securities		The Participating Securities consist of Class A, Class B, Class C, Class D, Class E, Class F and prefunded warrants as well as certain additional options consisting of options issued to officers, directors, employees and consultants.

Reasonable best efforts offering:		We have agreed to offer and sell the securities offered hereby directly to the purchasers. We have retained Maxim to act as our exclusive placement agent to use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus. The placement agent is not required to buy or sell any specific number or dollar amount of the securities offered hereby. See “Plan of Distribution.”
Lock-up:		We have agreed to use our best efforts to cause our officers, directors and holders of 5% of more of our common stock not to sell, offer, agree to sell, contract to sell, hypothecate, pledge, grant any option to purchase, make any short sale of, or otherwise dispose of or hedge, directly or indirectly, any shares of our capital stock or any securities convertible into or exercisable or exchangeable for a period of up to ninety (90) days from the close of this offering, without the prior written consent of the placement agent. See the section of this prospectus entitled “Plan of Distribution” for additional information.
Exchange trading symbol:		Our common stock currently trades on the Exchange under the symbol “AIM.” We do not intend to list the Pre-Funded Warrants or warrants offered hereunder on any stock exchange.
Transfer agent, warrant agent and registrar:		The transfer agent and registrar for our common stock and the warrant agent for the warrants is Equiniti Trust Company, LLC.
Risk factors:		The securities offered by this prospectus are speculative and involve a high degree of risk. Investors purchasing securities should not purchase the securities unless they can afford the loss of their entire investment. See “Risk Factors” beginning on page 7.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

~~(1)~~ The SEC ~~number~~allows ofus ~~shares~~to of“incorporate ~~our~~by ~~common~~reference” ~~stock~~into this prospectus the information in other documents that we file with it. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be ~~outstanding~~a ~~following~~part of this ~~offering~~prospectus, isand ~~based~~information onin 67documents that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus. We incorporate by reference in this prospectus the documents listed below and any future filings that we may make with the SEC under Sections 13(a),~~668~~ 13(c),~~263~~ ~~outstanding~~14, ~~shares~~or 15(d) of ~~common~~the ~~stock~~Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the termination of the ~~January~~offering 22under this prospectus; provided, ~~2025~~however, ~~and~~that ~~excludes~~we ~~(vested~~are not incorporating, in each case, any documents or information deemed to have been furnished and ~~unvested)~~not filed in accordance with SEC rules:

	●	118,451 shares of our common stock issuable upon exercise of outstanding options granted under our 2009 equity incentive plan at a weighted average exercise price of $18.17 per share; and 2,814,142 shares of our common stock issuable upon exercise of outstanding options granted under our 2018 equity incentive plan at a weighted average exercise price of $1.54 per share;
	●	487,050 shares of our common stock available for issuance or future grant pursuant to our 2018 equity incentive plan and 400,000 options were deferred for 2024 issuance and reserved in accordance to employment contracts;
	●	360,000 shares of our common stock issuable upon exercise of outstanding options granted to our consultant, Azenova, LLC (“Azenova”) at a weighted average exercise price of $0.46 per share.
	●	11,281,916 shares of our common stock issuable upon exercise of outstanding warrants issued to the selling stockholder in an offering at a weighted average exercise price of $0.363 per share; and
	●	9,306,072 shares of our common stock issuable upon exercise of outstanding warrants issued to a selling stockholder in an offering at a weighted average exercise price of $0.28 per share.
Unless otherwise indicated, this prospectus also assumes that no Pre-Funded Warrants are issued.

	●	our Annual Report on Form 10-K for the year ended December 31, 2024;

	●	our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025, June 30, 2025 and September 30, 2025;

	●	Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 29, 2025;

	●	our Current Reports on Form 8-K filed with the SEC on February 5, 2025, February 7, 2025, February 11, 2025, February 26, 2025, February 28, 2025, April 4, 2025, April 7, 2025, May 1, 2025, June 12, 2025, June 20, 2025, July 28, 2025, July 31, 2025, October 20, 2025, October 29, 2025 and November 19, 2025;

	●	the description of our common stock which is contained in Exhibit 4.11 to our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 27, 2025.

Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) prior to effectiveness of this registration statement, and (ii) after the effective date of this registration statement and before the termination or completion of any offering hereunder, shall be deemed to be incorporated by reference into this prospectus from the respective dates of filing of such documents, except that we do not incorporate any document or portion of a document that is “furnished” to the SEC, but not deemed “filed.”

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We will furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference in this prospectus, including exhibits to these documents. You should direct any requests for documents to AIM ImmunoTech Inc., Attention: Investor Relations, 2117 SW Highway 484, Ocala FL 34473 or by calling (352) 448-7797.

You also may access these filings on our website at www.aimimmuno.com. We do not incorporate the information on our website into this prospectus and you should not consider any information on, or that can be accessed through, our website as part of this prospectus (other than those filings with the SEC that we specifically incorporate by reference into this prospectus).

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 with the SEC under the Securities Act of 1933, as amended (the “Securities Act”). This prospectus is part of the registration statement, but the registration statement includes additional information and exhibits. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a web site that contains reports, proxy and information statements and other information regarding companies, such as ours, that file documents electronically with the SEC. The website address is www.sec.gov. The information on the SEC’s website is not part of this prospectus, and any references to this website or any other website are inactive textual references only.

~~RISK~~QUESTIONS ~~FACTORS~~AND ANSWERS RELATING TO THE RIGHTS OFFERING

~~Investing~~The infollowing ~~our~~are ~~common~~examples ~~stock~~of ~~and~~what ~~warrants~~we isanticipate ~~highly~~will ~~speculative~~be ~~and~~common ~~involves~~questions aabout ~~significant~~this ~~degree~~Rights ~~of risk~~Offering. ~~You~~The ~~should~~answers ~~carefully~~are ~~consider~~based ~~the~~on ~~following~~selected information ~~risks~~included ~~and~~elsewhere ~~uncertainties.~~in ~~These~~this ~~risk~~prospectus. ~~factors~~The ~~could~~following ~~materially~~questions and ~~adversely~~answers ~~affect~~do ~~our~~not ~~business,~~contain ~~results~~all of ~~operations~~the orinformation ~~financial~~that ~~condition.~~may be important ~~Our~~to ~~business~~you ~~faces~~and ~~significant~~may ~~risks~~not ~~and~~address all of the ~~risks~~questions ~~described~~that ~~below~~you may ~~not~~have beabout the ~~only~~Rights ~~risks~~Offering. weThis ~~face.~~prospectus ~~Additional~~and ~~risks~~the ~~not~~documents ~~presently~~incorporated ~~known~~by toreference usinto orthis ~~that~~prospectus wecontain ~~currently~~more ~~believe~~detailed ~~are~~descriptions ~~immaterial~~of ~~may~~the ~~materially~~terms ~~affect~~and ~~our~~conditions ~~business, results~~ of ~~operations,~~the orRights ~~financial~~Offering ~~condition.~~and provides Ifadditional ~~any~~information ofabout ~~these~~us and our business, including potential risks ~~occur~~related to the Rights Offering, the ~~trading~~Units ~~price~~offered ofhereby, and our ~~common~~business. ~~stock~~We ~~could~~urge ~~decline~~you ~~and~~to ~~you~~read ~~may~~this ~~lose~~entire ~~all~~prospectus orand ~~part~~the ofdocuments ~~your~~incorporated ~~investment~~by reference into this prospectus.

~~Risks~~Why ~~Related~~are towe ~~This~~conducting ~~Offering~~the ~~and~~Rights ~~Ownership of Our Securities~~Offering?

~~This~~We are isconducting athe ~~reasonable~~Rights ~~best~~Offering ~~efforts~~to ~~offering, with~~raise noadditional ~~minimum~~capital ~~amount~~for ofgeneral ~~securities~~corporate ~~required~~purposes ~~to be sold,~~ and weto ~~may~~fund ~~sell~~ongoing ~~fewer~~operations ~~than~~and ~~all~~ expansion of ~~the~~our ~~securities offered hereby~~business.

~~The placement agent has agreed~~What to use its reasonable best efforts to solicit offers to purchase the Units in this offering. The placement agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. There is ~~no required minimum number of securities that must be sold as~~ a condition to complete this offering. As there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, placement agent fees and proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth in this prospectus. We may sell fewer than all of the securities offered hereby, which would significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell all of the Units offered in this offering. The success of this offering will impact our ability to use the proceeds to execute our business plans. We may have insufficient capital to implement our business plans, potentially resulting in greater operating losses or dilution unless we are able to raise capital from alternative sources.Unit?

~~Investors~~Each inUnit ~~this~~consists ~~offering~~of ~~will~~one ~~experience~~share ~~immediate~~of Series G Convertible Preferred Stock and Warrants ~~substantial~~to ~~dilution~~purchase incommon stock, at a Subscription Price of $1,000 per Unit. No fractional Units will be issued. Each Warrant entitles you to purchase one share of common stock at an exercise price of $ per share, from the ~~book~~date of issuance through its expiration five years after the date of issuance. Each share of Preferred Stock will have a stated value of ~~their~~$1,000 ~~investment~~and will be convertible into shares of our common stock at the conversion price $ . The Preferred Stock do not generally have any voting rights and will not be certificated. The shares of Preferred Stock and Warrants that comprise each Unit are immediately separable and will be issued separately in this Rights Offering; however, they may only be purchased as a Unit, and the Units will not trade as a separate security.

~~The~~What ~~public~~is ~~offering price will be substantially higher than~~ the ~~net~~Rights tangible book value per share of our outstanding shares of common stock. As a result, investors in this offering will incur immediate dilution of $0.~ per share based on the assumed public offering price of $0.~ per Unit. Investors in this offering will pay a price per Unit that substantially exceeds the book value of our assets after subtracting our liabilities. See “Dilution” for a more complete description of how the value of your investment will be diluted upon the completion of this offering.Offering?

~~Our~~We ~~management~~are ~~will~~distributing, ~~have~~at ~~broad~~no ~~discretion~~charge, ~~over~~to holders of our common stock and holders of the ~~use~~Participating Securities, as of the ~~proceeds~~Record weDate, ~~receive~~non-transferable Subscription Rights to purchase Units at a price of $1,000 per Unit. The Subscription Rights will not be tradable. Each Unit consists of one share of our Preferred Stock and Warrants. See “Are there risks in ~~this~~exercising ~~offering~~my Subscription Rights?” below. Each Warrant will be exercisable for one share of our common stock. Upon expiration of the Rights Offering, the Preferred Stock and ~~might~~Warrants comprising the Units will immediately separate and will be issued separately but may only be purchased as a Unit, and the Units will not trade as a separate security. There is no public trading market for the Preferred Stock or the Warrants. We do not intend to apply for listing of the ~~proceeds~~Series inG ~~ways~~Preferred Stock on any securities exchange or recognized trading system. We expect to list the Warrants for trading on the NYSE American, but there is no assurance that ~~increase~~the Warrants will be listed. The common stock to be issued upon conversion of the ~~value~~Preferred Stock or exercise of ~~your~~the ~~investment~~Warrants, like our existing shares of common stock, will be traded on the NYSE American under the symbol “AIM.” You will receive one Subscription Right for every share of common stock (including each share of common stock issuable upon conversion of Participating Securities) that you owned as of 5:00 p.m., Eastern Time, on the Record Date. Each Subscription Right entitles the record holder to a Basic Subscription Right and an Over-Subscription Privilege. The Subscription Rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on , 2026, unless we extend or earlier terminate the Rights Offering.

~~Our~~What ~~management~~are ~~will have broad discretion over~~ the ~~use~~Basic ofSubscription our net proceeds from this offering, and you will be relying on the judgment of our management regarding the application of these proceeds. Our management might not apply our net proceeds in ways that ultimately increase the value of your investment. We currently intend to use the net proceeds from this offering for working capital, to bolster our clinical programs, for manufacturing costs and, possibly settling certain legal expenses. Our management might not be able to yield a significant return, if any, on any investment of these net proceeds. You will not have the opportunity to influence our decisions on how to use our net proceeds from this offering.Rights?

WeFor ~~have~~every ashare ~~history~~you owned (including each share of ~~losses~~common stock issuable upon conversion of Participating Securities) as of the Record Date, ~~expect~~you towill ~~continue~~receive toone ~~incur~~Basic ~~losses~~Subscription inRight, which gives you the ~~near~~opportunity ~~term~~to purchase one Unit, consisting of one share of our Preferred Stock and Warrants, ~~may~~for ~~not~~a ~~achieve~~price orof ~~sustain~~$1,000 ~~profitability~~per inUnit. For example, if you owned 100 shares of common stock as of the ~~future~~Record Date, you will receive 100 Subscription Rights and aswill have the right to purchase 100 shares of our Preferred Stock and Warrants to purchase shares of our common stock for $1,000 per Unit (or a ~~result~~total payment of $100,000). ~~there~~You ismay exercise all or a ~~substantial~~portion ~~doubt~~of ~~about~~your ~~our~~Basic ~~ability~~Subscription Rights or you may choose not to ~~continue~~exercise asany aBasic ~~going~~Subscription ~~concern~~Rights at all.

The attached financial statements have been prepared assuming we will continue as a going concern. Our management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within our control as of the date the financial statements are issued. When substantial doubt about our ability to continue as a going concern exists, management evaluates whether the mitigating effect of its plans sufficiently alleviates the substantial doubt. If we are unable to implement sufficient mitigation efforts, we may be forced to limit our business activities or be unable to continue as a going concern, which would have a material adverse effect on our results of operations and financial condition.

We are currently not in compliance with the Exchange continued listing requirements. If we are unable to regain compliance with the Exchange’s listing requirements, our securities could be delisted, which could affect our common stock market price and liquidity and reduce our ability to raise capital.

We are not currently in compliance with the Exchange’s stockholders’ equity rule because our stockholders’ equity is less than the required minimum of $6,000,000. Pursuant to the letter from the Exchange informing us of this non-compliance, we submitted a Plan to the Exchange illustrating how we can regain compliance by June 11, 2026. If the Exchange does not accept our Plan or we are not able to regain compliance by June 11, 2026, our common stock may be delisted from the Exchange. As of September 30, 2024, our stockholders’ equity was $2.9 million. We must increase our stockholders’ equity to be at least $6 million to regain compliance with this rule. If we are not able to raise sufficient capital in this offering and by other means, we may be unable to regain compliance with the Exchange’s listing standards. We intend to take all reasonable measures available to regain compliance under the Exchange’s listing rules and remain listed on the Exchange.

We cannot assure you that we will be able to regain compliance with the Exchange listing standards. Our failure to continue to meet these requirements would result in our common stock being delisted from the Exchange. We and holders of our securities could be materially adversely impacted if our securities are delisted from the Exchange. In particular:

● we may be unable to raise equity capital on acceptable terms or at all; ● the price of our common stock will likely decrease as a result of the loss of market efficiencies associated with the Exchange and the loss of federal preemption of state securities laws; ● holders may be unable to sell or purchase our securities when they wish to do so; ● we may become subject to stockholder litigation; ● we may lose the interest of institutional investors in our common stock; ● we may lose media and analyst coverage; ● our common stock could be considered a “penny stock,” which would likely limit the level of trading activity in the secondary market for our common stock; and ● we would likely lose any active trading market for our common stock, as it may only be traded on one of the over-the-counter markets, if at all.

WeIf ~~may~~you ~~seek~~are toa ~~raise~~record ~~additional~~holder ~~funds~~of our common stock or ~~develop~~Participating ~~strategic~~Securities, ~~relationships~~the bynumber ~~issuing~~of ~~securities~~shares ~~that~~you ~~would~~may ~~dilute~~purchase ~~your~~pursuant ~~ownership.~~to ~~Depending~~your Basic Subscription Rights is indicated on the ~~terms~~enclosed ~~available~~Rights toCertificate. ~~us,~~If ifyou ~~these~~hold ~~activities~~your ~~result~~shares of common stock or Participating Securities in ~~significant~~the ~~dilution~~name of a broker, itdealer, ~~may~~bank ~~negatively~~or ~~impact~~other ~~the~~nominee ~~trading~~who ~~price~~uses the services of the Depository Trust Company, or DTC, you will not receive a Rights Certificate. Instead, DTC will issue one Subscription Right to your nominee record holder for each share of our common stock (including each share of common stock issuable upon conversion of exercise of Participating Securities) that you beneficially own as of the Record Date. If you are not contacted by your nominee, you should contact your nominee as soon as possible.

~~Any~~What ~~additional~~is ~~financing that we secure may require~~ the ~~granting~~Over-Subscription of rights, preferences or privileges senior to, or pari passu with, those of our common stock. Any issuances by us of equity securities may be at or below the prevailing market price of our common stock and in any event may have a dilutive impact on your ownership interest, which could cause the market price of our common stock to decline. We may also raise additional funds through the incurrence of debt or the issuance or sale of other securities or instruments senior to our shares of common stock, which may be highly dilutive. The holders of any securities or instruments we may issue may have rights superior to the rights of our common stock. If we experience dilution from the issuance of additional securities and we grant superior rights to new securities over holders of our common stock, it may negatively impact the trading price of our common stock and you may lose all or part of your investment.Privilege?

~~The~~If ~~warrants~~you exercise your Basic Subscription Rights in full, you may also choose to exercise your Over-Subscription Privilege to purchase a portion of any Units that are not purchased by other holders of common stock or Participating Securities and remain available under the Rights ~~Pre-Funded~~Offering. ~~Warrants~~You should indicate on your Rights Certificate, or the form provided by your nominee if your shares are ~~speculative~~held in ~~nature~~the name ~~and~~of ~~there~~a isnominee, ~~not~~how ~~expected~~many additional Units you would like to bepurchase anpursuant ~~active~~to ~~trading~~your ~~market~~Over-Subscription ~~for~~Privilege, ~~the~~which ~~warrants~~we refer to as your Over-Subscription Request.

~~The~~Subject ~~warrants~~to ~~and~~stock ~~the~~ownership ~~Pre-Funded~~limitations, ~~Warrants~~if ~~offered~~enough inUnits ~~this~~are ~~offering~~available, dowe ~~not~~will ~~confer~~seek ~~any~~to ~~rights~~honor ofyour ~~common~~Over-Subscription ~~stock~~Request ~~ownership~~in onfull. ~~their~~If ~~holders~~Over-Subscription Requests exceed the number of Units available, ~~such as~~however, ~~voting~~we ~~rights~~will orallocate the ~~right~~available toUnits ~~receive~~pro-rata ~~dividends,~~among ~~but~~the ~~rather~~stockholders ~~merely~~and ~~represent~~securities holders exercising the ~~right~~Over-Subscription Privilege in proportion to ~~acquire~~the number of shares of our common stock at(including aeach share of ~~fixed~~common ~~price~~stock ~~for~~issuable aupon ~~limited~~exercise ~~period~~of Participating Securities) each of ~~time.~~those ~~Specifically,~~stockholders ~~commencing~~and onsecurities ~~the~~holders ~~date~~owned ofon ~~issuance~~the Record Date, ~~holders~~relative ofto the ~~warrants~~number ~~may~~of ~~exercise~~shares ~~their right~~(including toeach ~~acquire~~share ~~the~~of common stock ~~and~~issuable ~~pay~~upon an exercise ~~price~~ of ~~$0.~~~Participating ~~per~~Securities) owned ~~share,~~on ~~prior~~the ~~to,~~Record inDate ~~the~~by ~~case~~all ofrecord ~~Class~~holders Aexercising ~~warrants~~the ~~and~~Over-Subscription ~~Class~~Privilege. ~~B warrants,~~If ~~five~~this ~~years~~pro-rata orallocation 18results ~~months,~~in ~~respectively,~~any stockholders ~~from~~or ~~the~~securities ~~date~~holders ofreceiving ~~issuance,~~a ~~after~~greater ~~which~~number ~~date~~of ~~any~~Units ~~unexercised~~than ~~warrants~~the ~~will~~stockholder ~~expire~~or ~~and have~~securities noholders ~~further~~subscribed for ~~value.~~pursuant Into the ~~case~~exercise of ~~Pre~~the Over-~~Funded~~Subscription ~~Warrants~~Privilege, ~~holders~~then ~~may~~such ~~exercise~~stockholder ~~their~~or ~~right~~securities toholder ~~acquire~~will ~~the~~be ~~common~~allocated only ~~stock~~that ~~and~~number ~~pay~~of anUnits ~~exercise price~~for ofwhich ~~$0.001~~the ~~per~~stockholder ~~share.~~or ~~The~~securities ~~Pre-Funded~~holder ~~Warrants~~oversubscribed, doand ~~not~~the ~~expire.~~remaining InUnits ~~addition,~~will ~~there~~be isallocated among noall ~~established~~other ~~trading~~stockholders ~~market~~and ~~for~~securities ~~the warrants~~holders orexercising ~~Pre~~the Over-~~Funded~~Subscription ~~Warrants~~Privilege ~~and~~on wethe dosame ~~not~~pro ~~expect~~rata anbasis ~~active~~described above. ~~trading~~The ~~market~~proration toprocess ~~develop~~will be repeated until all Units have been allocated. ~~Without~~See an“The ~~active~~Rights ~~trading~~Offering- ~~market,~~Limitation ~~the~~on ~~liquidity~~the Purchase of ~~the~~Units” ~~warrants~~for ~~and~~a ~~Pre-Funded~~description ~~Warrants~~of ~~will~~certain bestock ~~limited~~ownership limitations.

~~Holders~~To properly exercise your Over-Subscription Privilege, you must deliver to the subscription agent the subscription payment related to your Over-Subscription Privilege before the Rights Offering expires. Because we will not know the total number of unsubscribed Units before the ~~warrants~~expiration orof ~~Pre~~the Rights Offering, if you wish to maximize the number of Units you purchase pursuant to your Over-~~Funded~~Subscription Privilege, ~~Warrants~~you will ~~have~~need noto ~~rights~~deliver aspayment ain an amount equal to the aggregate Subscription Price for the maximum number of Units available, assuming that no common or securities holders other than you has purchased any Units pursuant to such stockholder’s or ~~until~~securities ~~they~~holder’s ~~acquire~~Basic ~~our~~Subscription ~~common~~Right ~~stock~~and Over-Subscription Privilege. See “The Rights Offering- The Subscription Rights-Over-Subscription Privilege.” To the extent you properly exercise your Over-Subscription Privilege for a number of Units that exceeds the number of unsubscribed Units available to you, any excess subscription payments will be returned to you within 10 business days after the expiration of the Rights Offering, without interest or deduction.

~~Until~~Broadridge, ~~holders of the warrants or Pre-Funded Warrants acquire shares of~~ our ~~common~~subscription ~~stock~~agent ~~upon~~for ~~exercise of~~ the ~~warrants~~Rights ~~or Pre-Funded Warrants~~Offering, ~~the~~ ~~holders~~ will ~~have~~determine ~~no rights with respect to shares of our common stock issuable upon exercise of~~ the ~~warrants~~allocation ~~or Pre-Funded Warrants. Upon exercise~~ of ~~the warrants or Pre~~Over-~~Funded~~Subscription ~~Warrants,~~Requests ~~the~~based ~~holder~~on ~~will be entitled to exercise~~ the ~~rights~~formula ~~of a common stockholder~~described ~~as to the security exercised only as to matters for which the record date occurs after the exercise~~above.

Provisions of the warrants could discourage an acquisition of us by a third party.

Certain provisions of the warrants could make it more difficult or expensive for a third party to acquire us. The warrants prohibit us from engaging in certain transactions constituting “fundamental transactions” unless, among other things, the surviving entity assumes our obligations under the warrants. These and other provisions of the warrants offered by this prospectus could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to you.

A possible “short squeeze” due to a sudden increase in demand of our shares of common stock that largely exceeds supply may lead to price volatility in our shares of common stock.

Following this offering, investors may purchase our shares of common stock to hedge existing exposure in our shares of common stock or to speculate on the price of our shares of common stock. Speculation on the price of our shares of common stock may involve long and short exposures. To the extent aggregate short exposure exceeds the number of shares of our common stock available for purchase in the open market, investors with short exposure may have to pay a premium to repurchase our shares of common stock for delivery to lenders of our shares of common stock. Those repurchases may in turn, dramatically increase the price of our shares of common stock until investors with short exposure are able to purchase additional common shares to cover their short position. This is often referred to as a “short squeeze.” A short squeeze could lead to volatile price movements in our shares of common stock that are not directly correlated to the performance or prospects of our company and once investors purchase the shares of common stock necessary to cover their short position the price of our common stock may decline.

AnMay ~~active, liquid and orderly trading market for our common stock may not develop,~~ the ~~price~~Subscription ofRights ~~our~~that ~~stock~~I ~~may~~exercise be ~~volatile,~~reduced ~~and~~for ~~you~~any ~~could lose all or part of your investment.~~reason?

~~Even~~Yes. ~~though~~While we are distributing to holders of our common stock isand ~~currently~~holders ~~listed~~of on the ~~Exchange~~Participating Securities, weone ~~cannot~~Subscription ~~predict~~Right for every share of common stock (including each share of common stock issuable upon exercise of Participating Securities) owned on the ~~extent~~Record Date, we are only seeking to ~~which~~raise ~~investor~~$12 ~~interest~~million dollars in ~~our~~gross ~~company~~proceeds ~~will~~in this Rights Offering. As a result, based on 2,938,681 shares ~~lead~~of tocommon stock outstanding as of December 1, 2025, and the ~~development~~1,035,735 shares issuable upon exercise of anthe ~~active~~Participating Securities, ~~trading~~we ~~market~~would ingrant ~~our~~Subscription ~~securities~~Rights orto ~~how~~acquire ~~liquid~~3,974,415 ~~that~~Units ~~market~~but ~~might~~will ~~become~~only accept subscriptions for 12,000 Units. Accordingly, enough Units may not be available to honor your subscription in full. If ~~such~~exercises aof ~~market~~Basic ~~does~~Subscription ~~not~~Rights exceed the ~~develop~~number orof isUnits ~~not~~available ~~sustained~~in the Rights Offering, itwe ~~may~~will beallocate ~~difficult~~the ~~for~~available ~~you~~Units pro-rata among the record holders exercising the Basic Subscription Rights in proportion to ~~sell~~the ~~your~~number of shares of our common stock at(including each share of common stock issuable upon exercise of Participating Securities) each of those record holders owned on the ~~time~~Record ~~you~~Date, ~~wish~~relative to ~~sell~~the ~~them,~~number atof shares owned on the Record Date by all record holders exercising the Basic Subscription Right. If this pro-rata allocation results in any record holders receiving a greater number of Units than the record holder subscribed for pursuant to the exercise of the Basic Subscription Rights, ~~price~~then such record holder will be allocated only that isnumber ~~attractive~~of toUnits ~~you~~for which the record holder subscribed, orand atthe remaining Units will be allocated among all other record holders exercising their Basic Subscription Rights on the same pro rata basis described above. ~~There~~The proration ~~could~~process will be ~~extreme~~repeated ~~fluctuations~~until inall ~~the~~Units ~~price~~have ofbeen ~~our~~allocated. ~~common~~Please ~~stock~~also ifsee ~~there~~the ~~are~~discussion aunder ~~limited~~“The Rights Offering-The ~~number~~Subscription Rights-Over-Subscription Privilege” and “The Rights Offering-Limitation on the Purchase of ~~shares~~Units” infor a ~~our~~description ~~public~~potential ~~float~~proration as to the Over-Subscription Privilege and certain stock ownership limitations.

~~The~~If ~~trading~~for ~~price~~any reason the number of ~~our~~Units ~~common~~allocated ~~stock~~to ~~may~~you beis ~~highly~~less ~~volatile~~than ~~and~~you ~~could~~have besubscribed ~~subject~~for, tothen ~~wide~~the ~~fluctuations~~excess infunds ~~response~~held toby ~~various~~the ~~factors~~subscription agent on your behalf will be returned to you, ~~some of~~without ~~which~~interest, ~~are~~as ~~beyond~~soon ~~our~~as ~~control.~~practicable ~~Our~~after ~~stock~~the ~~price~~Rights ~~could~~Offering behas ~~subject~~expired toand ~~wide~~all prorating ~~fluctuations~~calculations inand ~~response~~reductions tocontemplated aby ~~variety~~the terms of ~~factors~~the Rights Offering have been effected, ~~which~~and ~~include:~~we will have no further obligations to you.

●What are ~~announcements of~~ the ~~results~~terms of clinical trials by us or our competitors; ● announcements of legal actions against us and/or settlements or verdicts adverse to us; ● adverse reactions to products; ● governmental approvals, delays in expected governmental approvals or withdrawals of any prior governmental approvals or public or regulatory agency comments regarding the ~~safety~~Series orG ~~effectiveness~~Convertible ofPreferred our products, or the adequacy of the procedures, facilities or controls employed in the manufacture of our products; ● changes in U.S. or foreign regulatory policy during the period of product development; ● developments in patent or other proprietary rights, including any third-party challenges of our intellectual property rights; ● announcements of technological innovations by us or our competitors; ● announcements of new products or new contracts by us or our competitors; ● actual or anticipated variations in our operating results due to the level of development expenses and other factors; ● changes in financial estimates by securities analysts and whether our earnings meet or exceed the estimates; ● conditions and trends in the pharmaceutical and other industries; ● new accounting standards; ● overall investment market fluctuation; ● restatement of prior financial results; ● Further notice of American non-compliance, the Exchange’s rejection of our plan to regain compliance or our inability to effect efforts pursuant to the Plan to regain compliance, if accepted; and ● occurrence of any of the risks described in these risk factors and the risk factors incorporated by reference herein.Stock?

InEach ~~addition,~~share ~~broad~~of ~~market~~Preferred ~~and~~Stock ~~industry~~will ~~factors~~be ~~may~~convertible ~~seriously~~at ~~affect~~ the ~~market~~option ~~price~~ of ~~companies’~~the ~~stock,~~holder ~~including~~at ~~ours~~any time, ~~regardless of~~into ~~actual operating performance. These fluctuations may be even more pronounced in~~ the ~~trading~~number ~~market~~of ~~for~~shares of our common stock ~~shortly following~~determined ~~this~~by ~~offering.~~dividing Inthe ~~addition~~$1,000 instated ~~the~~value ~~past,~~per ~~following~~share ~~periods~~ of ~~volatility in~~ the ~~overall~~Preferred ~~market~~Stock ~~and~~by ~~the~~a ~~market~~conversion price of ~~a particular company’s~~$ per ~~securities, securities class action litigation has often been instituted against these companies~~share. ~~This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.~~

~~This~~What ~~offering~~are ~~may cause~~ the ~~trading~~terms ~~price~~ of ~~our~~the ~~common stock to decrease.~~Warrants?

~~The~~Each ~~number~~Warrant ofentitles ~~shares~~the ofholder ~~common~~to ~~stock~~purchase ~~underlying~~one ~~the~~share ~~securities~~of weour ~~propose~~common tostock ~~issue~~at ~~and~~an ~~ultimately~~exercise ~~will~~price ~~issue~~of if$ per ~~this~~share ~~offering~~from isthe ~~completed~~date ~~may~~of ~~result~~issuance inthrough its anexpiration ~~immediate~~five ~~decrease~~years infrom the ~~trading~~date ~~price~~ of ~~our~~issuance. ~~common~~The ~~stock.~~Warrants Wewill ~~cannot~~be ~~predict~~exercisable ~~the~~for ~~effect~~cash, ifor, solely during any, ~~that~~period ~~the~~when ~~availability~~a registration ofstatement ~~shares~~ for ~~future~~the ~~sale~~exercise ~~represented~~of by the ~~Pre-Funded~~ Warrants oris ~~warrants~~not ~~issued~~ in ~~connection~~effect, ~~with the offering will have~~ on ~~the trading~~a ~~price~~cashless ~~of our common stock from time to time~~basis.

IfAre ~~our shares of common stock become subject to~~ the ~~penny~~Preferred ~~stock~~Stock ~~rules,~~or itWarrants ~~would become more difficult to trade our shares.~~listed?

~~The~~There ~~SEC~~is ~~has~~no ~~adopted~~public ~~rules~~trading ~~that~~market ~~regulate~~for ~~broker-dealer~~the ~~practices~~Preferred inStock ~~connection~~or ~~with transactions in penny stocks~~Warrants. ~~Penny~~We ~~stocks~~do ~~are~~not ~~generally equity~~intend ~~securities~~to ~~with~~apply afor ~~price~~listing of ~~less~~the ~~than~~Series ~~$5.00,~~G ~~other~~Preferred ~~than securities registered~~ Stock on ~~certain~~any ~~national~~ securities ~~exchanges~~exchange or ~~authorized for~~recognized ~~quotation~~trading onsystem. ~~certain~~We ~~automated~~expect ~~quotation systems, provided that current price and volume information with respect~~ to ~~transactions in~~list ~~such securities is provided by~~ the ~~exchange~~Warrants orfor ~~system.~~trading ~~If we do not retain a listing~~ on the ~~Exchange~~NYSE ~~and~~American, ifbut ~~the~~there ~~price of our common~~is ~~stock~~no isassurance ~~less~~that ~~than~~the ~~$5.00,~~Warrants ~~our common stock~~ will be ~~deemed a penny stock~~listed. The ~~penny~~Preferred ~~stock~~Stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and ~~receive (i)~~Warrants ~~the~~will ~~purchaser’s~~be ~~written~~issued acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in ~~the~~electronic ~~secondary market for our common stock, and therefore stockholders may have difficulty selling their shares~~form.

Will fractional shares be issued upon exercise of Subscription Rights, the conversion of Preferred Stock, or the exercise of Warrants?

No. We will not issue fractional shares of common stock in the Rights Offering. We will only distribute Subscription Rights to acquire whole Units, rounded down to the nearest whole number of underlying shares of common stock giving rise to such Subscription Rights. Any excess subscription payments received by the subscription agent will be returned within 10 business days after expiration of the Rights Offering, without interest or deduction.

Additionally, no fractional shares of common stock will be issued as a result of the conversion of shares of Preferred Stock or the exercise of Warrants. Instead, for any such fractional share that would otherwise have been issuable upon conversion of shares of Preferred Stock, we may, at our election, pay a cash payment equal to such fraction multiplied by the conversion price or round up to the next whole share, and for any such fractional share that would have otherwise been issued upon exercise of Warrants, we will round up such fraction to the next whole share.

What effect will the Rights Offering have on our outstanding common stock?

Assuming no other transactions by us involving our capital stock prior to the expiration of the Rights Offering, and if the Rights Offering is fully subscribed, upon consummation of the Rights Offering we will have shares of common stock issued and outstanding, and ______ shares of Preferred Stock issued and outstanding convertible into an aggregate of shares of our common stock, and Warrants to purchase an additional shares of our common stock issued and outstanding. The exact number of shares of Preferred Stock and Warrants that we will issue in this Rights Offering will depend on the number of Units that are subscribed for in the Rights Offering.

IfHow wewas ~~were to dissolve,~~ the ~~holders~~Subscription ofPrice ~~our securities may lose all or substantial amounts of their investments.~~determined?

IfIn wedetermining ~~were~~the toSubscription ~~dissolve as a corporation~~Price, ~~as part of ceasing to do business or otherwise, we will be required to pay all amounts owed to any creditors before distributing any assets to holders of our capital stock. There is a risk that in~~ the ~~event~~directors ~~of such a dissolution~~considered, ~~there~~ ~~will~~among beother ~~insufficient funds to repay amounts owed to holders of any of our indebtedness and insufficient assets to distribute to our capital stockholders~~things, inthe ~~which~~following ~~case investors could lose their entire investment.~~factors:

~~If securities~~● orthe ~~industry~~current ~~analysts~~and dohistorical ~~not~~trading ~~publish~~prices orof ~~cease~~our ~~publishing~~common ~~research~~stock; or● ~~reports~~the ~~about~~price ~~us,~~at ~~our~~which ~~business~~stockholders ormight be willing to participate in the Rights Offering; ● the value of the common stock issuable upon conversion of the Preferred Stock being issued as a component of the Unit; ● the value of the Warrant being issued as a component of the Unit; ● our ~~market~~need for additional capital and liquidity; ● the cost of capital from other sources; and ● comparable precedent transactions, orincluding ifthe ~~they change~~percentage ~~their~~of ~~recommendations~~shares ~~regarding~~offered, ~~our~~the ~~securities~~terms ~~adversely~~of the Subscription Rights being offered, ~~our~~the ~~stock~~Subscription ~~price~~Price and ~~trading~~the ~~volume~~discount ~~could~~that ~~decline~~the Subscription Price represented to the immediately prevailing closing prices for those offerings.

~~The~~In ~~trading~~conjunction ~~market~~with ~~for~~the ~~our~~review ~~common~~of ~~stock~~these isfactors, ~~influenced~~the byboard ~~the~~of ~~research~~directors ~~and~~also ~~reports~~reviewed ~~that~~our ~~industry~~history orand ~~securities~~prospects, ~~analysts~~including ~~may~~our ~~publish~~past ~~about~~and ~~us,~~present ~~our~~earnings ~~business,~~and ~~our~~cash ~~market~~requirements, or our ~~competitors.~~prospects Iffor ~~any~~the offuture, the ~~analysts~~outlook ~~who~~for ~~may cover us change their recommendation regarding~~ our ~~common stock~~industry ~~adversely,~~and ~~or provide more favorable relative recommendations about~~ our ~~competitors,~~current ~~our~~financial ~~stock price would likely decline~~condition. ~~If any~~ ~~analyst~~The ~~who~~board ~~may~~of ~~cover~~directors usalso ~~were~~believed tothat ~~cease~~the ~~coverage~~Subscription ofPrice ~~our~~should ~~company~~be ordesigned ~~fail~~ to ~~regularly~~provide ~~publish~~an ~~reports~~incentive onto ~~us,~~our wecurrent ~~could~~stockholders to ~~lose~~participate ~~visibility~~ in the ~~financial~~Rights ~~markets,~~Offering ~~which~~and inexercise ~~turn~~their ~~could~~Basic ~~cause~~Subscription ~~our~~Right ~~stock~~and ~~price~~their orOver-Subscription ~~trading volume to decline~~Privilege.

InThe ~~making~~Subscription ~~your~~Price ~~investment~~does ~~decision,~~not ~~you~~necessarily bear any relationship to any established criteria for value. You should ~~understand~~not ~~that~~consider wethe Subscription Price as an indication of actual value of our company or our common stock. The market price of our common stock may decline during or after the Rights Offering. You should obtain a current price quote for our common stock and perform an independent assessment of our Preferred Stock and Warrants before exercising your Subscription Rights and make your own assessment of our business and financial condition, our prospects for the ~~placement~~future, ~~agent~~the ~~have~~terms ~~not~~of ~~authorized~~the ~~any~~Rights Offering, the information in this prospectus and the other ~~party~~considerations relevant to ~~provide~~your circumstances. Once made, all exercises of Subscription Rights are irrevocable. In addition, there is no established trading ~~you~~market ~~with~~for ~~information~~the ~~concerning~~Preferred usStock or the Warrants to be issued pursuant to this ~~offering~~Rights Offering, and the Preferred Stock and the Warrants may not be widely distributed.

You should carefully evaluate all of the information in this prospectus before investing in our company. We may receive media coverage regarding our company, including coverage that is not directly attributable to statements made by our officers, that incorrectly reports on statements made by our officers or employees, or that is misleading as a result of omitting information provided by us, our officers or employees. We and the placement agent have not authorized any other party to provide you with information concerning us or this offering, and you should not rely on unauthorized information in making an investment decision.

Purchasers who purchase our securities in this offering pursuant to a securities purchase agreement may have rights not available to purchasers that purchase without the benefit of a securities purchase agreement.

In addition to rights and remedies available to all purchasers in this offering under federal securities and state law, the purchasers that enter into a securities purchase agreement will also be able to bring claims for breach of contract against us. The ability to pursue a claim for breach of contract provides those investors with the means to enforce the covenants uniquely available to them under the securities purchase agreement including timely delivery of shares and indemnification for breach of contract.

Our business, financial condition and operating results could be negatively affected as a result of actions by activist investors.

Activist groups have attempted to gain control of our Board over the past few years at our annual stockholder meetings.

A proxy contest and related litigation could have a material adverse effect on us for the following reasons:

● Activist investors may attempt to effect changes in our governance and strategic direction or to acquire control over the Board or AIM. In particular, if the Activist is successful in its litigation and subsequent proxy contest, it may gain control of the Board.

● While we welcome the opinions of all stockholders, responding to proxy contests and related litigation by activist investors is likely to be costly and time-consuming, disrupt our operations, and potentially divert the attention of our Board, management team and other employees away from their regular duties and the pursuit of business opportunities to enhance stockholder value.

● Perceived uncertainties as to our future direction as a result of potential changes to the composition of the Board may lead to the perception of a change in the strategic direction of the business, instability or lack of continuity, which may cause concern to our existing or potential strategic partners, customers, employees and stockholders; may be exploited by our competitors; may result in the loss of potential business opportunities or limit our ability to timely initiate or advance clinical trials; and may make it more difficult to attract and retain qualified personnel and business partners.

● Proxy contests and related litigation by activist investors could cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.

~~Risks~~Am ~~Associated~~I ~~with~~required ~~Our~~to ~~Business~~exercise all the Basic Subscription Rights I receive in the Rights Offering?

WeNo. You may ~~require~~exercise ~~additional~~any ~~financing~~number ~~which~~of your Basic Subscription Rights, or you may choose not to exercise any Basic Subscription Rights. If you do not exercise any Basic Subscription Rights, the number of shares of our common stock you own (including each share of common stock issuable upon exercise of Participating Securities) will not change. However, if you choose to not exercise your Basic Subscription Rights in full and other holders of Subscription Rights do exercise, your proportionate ownership interest in our company will decrease. If you do not exercise your Basic Subscription Rights in full, you will not be ~~available~~entitled to exercise your Over-Subscription Privilege.

~~The~~How ~~development~~soon ofmust ~~our~~I ~~products~~act ~~requires the commitment of substantial resources~~ to ~~conduct~~exercise ~~the~~my ~~time-consuming~~Subscription research, preclinical development, and clinical trials that are necessary to bring pharmaceutical products to market. As of September 30, 2024, we had approximately $7.2 million in cash, cash equivalents and marketable securities. At present we do not generate any material revenue from our operations, and we do not anticipate doing so in the near future. We may need to obtain additional funding in the future for new studies and/or if current studies do not yield positive results, require unanticipated changes and/or additional studies. To raise additional funds, we have a few options at our disposal in addition to up to [$~] that could be raised in this offering. We have an effective universal shelf registration statement pursuant to which we can raise funds. We have an At-the-market offering pursuant to which we currently can raise up to approximately $1,882,514. We have outstanding warrants that could raise funds if exercised, but these warrants need to be restructured. No assurance can be given as to the amount of funds that could be raised pursuant to this registration statement or the potential dilution to current stockholders.Rights?

WeIf ~~believe,~~you ~~based~~received ona ~~our~~Rights ~~current~~Certificate ~~financial~~and ~~condition,~~elect ~~that~~to weexercise doany ~~not~~or ~~have~~all ~~adequate~~of ~~funds~~your toSubscription ~~meet~~Rights, ~~our~~the ~~anticipated~~subscription ~~operational~~agent ~~cash~~must receive ~~needs~~your completed and ~~fund~~signed ~~current~~Rights ~~clinical~~Certificate ~~trials~~and ~~over~~payment ~~approximately~~for both your Basic Subscription Rights and any Over-Subscription Privilege you elect to exercise before the ~~next~~Rights ~~fifteen~~Offering ~~months.~~expires Ifon , ~~our~~2026, ~~funds~~at 5:00 ~~are~~p.m., ~~not~~Eastern ~~adequate~~Time, ~~and~~unless we ~~are~~extend ~~subsequently unable~~or toearlier ~~obtain~~terminate ~~additional~~the ~~funding,~~Rights ~~through~~Offering. ~~joint~~If ~~venturing,~~you ~~sales~~hold shares of ~~securities~~common ~~and/~~stock or Participating ~~otherwise,~~Securities ~~our~~in ~~ability~~the toname ~~develop~~of ~~our~~a ~~products~~broker, ~~commercially~~ ~~produce~~dealer, ~~inventory~~bank or ~~continue~~other ~~our~~nominee, ~~operations~~your nominee may beestablish ~~materially~~a ~~adversely~~deadline ~~affected~~before the expiration of the Rights Offering by which you must provide it with your instructions to exercise your Subscription Rights, along with the required subscription payment.

WeMay ~~may~~I ~~continue~~transfer tomy ~~incur~~Subscription ~~substantial losses and our future profitability is uncertain.~~Rights?

AsNo. ofThe ~~September~~Subscription ~~30,~~Rights ~~2024,~~may ~~our~~be ~~accumulated~~exercised ~~deficit~~only ~~was~~by ~~approximately~~the ~~$420.8~~common ~~million.~~stock Asand ~~with~~Participating ~~many~~Securities ~~biotechnology~~holders ~~companies,~~to wewhom ~~have~~they ~~not yet~~are ~~generated~~distributed, ~~significant revenues from our products~~ and they may ~~incur~~not ~~substantial~~be ~~and~~sold, ~~increased~~transferred, ~~losses~~assigned inor ~~the~~given ~~future.~~away Weto ~~cannot~~anyone ~~assure~~else, ~~that we~~other ~~will~~than ~~ever~~by ~~achieve~~operation ~~significant~~of ~~revenues from product sales or become profitable~~law. WeAs ~~require,~~a ~~and will continue to require~~result, ~~the commitment~~ ofRights ~~substantial~~Certificates ~~resources~~may tobe ~~develop~~completed ~~our~~only ~~products.~~by Wethe ~~cannot~~stockholder ~~assure~~or ~~that~~securities ~~our~~holder ~~product~~who ~~development~~receives ~~efforts~~the ~~will~~certificate. beWe ~~successfully~~do ~~completed~~not intend orto ~~that~~apply ~~required~~for ~~regulatory~~the ~~approvals~~listing ~~will~~of bethe ~~obtained~~Subscription orRights ~~that~~on any ~~products~~securities ~~will~~exchange ~~be manufactured and marketed successfully~~ or berecognized ~~profitable~~trading market.

~~Our~~Will ~~drug~~our ~~and~~directors ~~related technologies are investigational~~ and ~~subject~~executive toofficers ~~regulatory~~participate ~~approval. If we are unable to obtain regulatory approval~~ in athe ~~timely~~Rights ~~manner, or at all, our operations will be materially harmed and our stock adversely affected.~~Offering?

~~While we~~ ~~have received regulatory approval for the commercialization of Ampligen in Argentina (pending additional release testing and subsequent steps)~~Yes, ~~all~~members of our ~~drugs~~board ~~and~~of ~~associated technologies, other than Alferon N Injection, are investigational in the U.S. and must receive~~directors ~~prior regulatory approval by appropriate regulatory authorities for commercial distribution~~ and ~~sale~~executive ~~and~~team ~~are~~have ~~currently~~indicated ~~legally~~their ~~available only~~intent ~~through~~to ~~clinical~~participate ~~trials~~ in the ~~U.S.~~Rights ~~with specified disorders~~Offering. At present, Alferon N Injection is approved for the intralesional treatment of refractory or recurring external genital warts in patients 18 years of age or older. However, it is not at present available for purchase on the market. Use of Alferon N Injection for other indications will require regulatory approval in the United States and abroad.

~~Our~~Are ~~products,~~we ~~including~~requiring Ampligen, are subject to extensive regulation by numerous governmental authorities in the U.S. and other countries, including, but not limited to, the U.S. FDA, the Health Protection Branch (“HPB”) of Canada, the Agency for the EMA in Europe; and the Administracion Nacional de Medicamentos, Alimentos y Tecnologia Medica (“ANMAT”) in Argentina. Obtaining regulatory approvals is a ~~rigorous~~minimum ~~and~~subscription ~~lengthy process and requires the expenditure of substantial resources. In order~~ to obtain final regulatory approval of a new drug, we must demonstrate to the satisfaction of the regulatory agency that the product is safe and effective for its intended uses and that we are capable of manufacturing the product to the applicable regulatory standards. We require regulatory approval in order to market Ampligen or any other proposed product and receive product revenues or royalties. We cannot assure you that Ampligen will ultimately be demonstrated to be safe and efficacious. While Ampligen is authorized for use in clinical trials in the U.S., we cannot assure you that additional clinical trial approvals will be authorized in the United States or in other countries, in a timely fashion or at all, or that we will complete ~~these clinical trials. In addition, although Ampligen has been authorized by~~ the ~~FDA~~Rights ~~for treatment use under certain conditions, including provision for cost recovery, there can be no assurance that such authorization will continue in effect.~~Offering?

~~While~~There ~~we received approval of our Argentinian NDA from ANMAT for commercial sale of rintatolimod (U.S. tradename: Ampligen) in the Argentine Republic for the treatment of severe ME/CFS, ANMAT approval~~ is ~~only~~no anaggregate ~~initial,~~minimum ~~but important, step in the overall successful commercialization of our product. In September 2019,~~ we ~~received clearance from the FDA to ship Ampligen to Argentina for the commercial launch and subsequent sales. However, there are a number of additional actions that~~ must ~~occur~~receive ~~before we would be able~~ to ~~commence~~complete ~~commercial sales in Argentina. For example, Ampligen is still in~~ the ~~process~~Rights ~~of release testing the product that has already been sent~~Offering.

Has the board of directors made a recommendation to stockholders regarding the Rights Offering?

No. Our board of directors is making no recommendation regarding your exercise of the Subscription Rights. Rights holders who exercise Subscription Rights will incur investment risk on new money invested. We cannot predict the price at which our shares of common stock will trade after the Rights Offering. There is no public trading market for the Preferred Stock or the Warrants. We do not intend to apply for listing of the Series G Preferred Stock on any securities exchange or recognized trading system. We expect to list the Warrants for trading on the NYSE American, but there is no assurance that the Warrants will be listed. On December 1, 2025, the last reported sale price of our common stock on the NYSE American was $1.55 per share. You should make your decision based on your assessment of our business and financial condition, our prospects for the future, the terms of the Rights Offering, the information contained in this prospectus and other considerations relevant to your circumstances. See “Risk Factors” for discussion of some of the risks involved in investing in our securities.

How do I exercise my Subscription Rights?

If you are a common stock or Participating Securities holder of record (meaning you hold your shares of our common stock or Participating Securities in your name and not through a broker, dealer, bank or other nominee) and you wish to participate in the Rights Offering, you must deliver a properly completed and signed Rights Certificate, together with payment of the Subscription Price for both your Basic Subscription Rights and any Over-Subscription Privilege you elect to exercise, to the subscription agent before 5:00 p.m., Eastern Time, on , 2026. If you are exercising your Subscription Rights through your broker, dealer, bank or other nominee, you should promptly contact your broker, dealer, bank or other nominee and submit your subscription documents and payment for the Units subscribed for in accordance with the instructions and within the time period provided by your broker, dealer, bank or other nominee.

~~The~~What ~~FDA’s~~if ~~regulatory~~my ~~review~~shares ~~and~~are ~~approval~~held process is extensive, lengthy, expensive and inherently uncertain. To receive approval for a product candidate, we must, among other things, demonstrate to the FDA’s satisfaction with substantial evidence from well-controlled pre-clinical and clinical trials that the product candidate is both safe and effective for each indication for which approval is sought. Before we can sell Ampligen for any use or promote Alferon N Injection for any use other than as Alferon N Injection for treatment of refractory or recurring genital warts, we will need to file the appropriate NDA with the FDA in the U.S. and the appropriate regulatory agency outside of the U.S. where we intend to market and sell such products. At present the only NDA we have filed with the FDA is the NDA for the use of Ampligen to treat CFS. The FDA issued a Complete Response Letter (“~~CRL”)~~street in February 2013 for this NDA and provided recommendations to address certain outstanding issues before they could approve Ampligen for Commercial Sales. The Agency stated that the submitted data do not provide substantial evidence of efficacy of Ampligen for the treatment of CFS and that the data do not provide sufficient information to determine whether the product is safe for use in CFS due to the limited size of the safety database and multiple discrepancies within the submitted data. The FDA indicated that we needed to conduct additional work. Therefore, ultimate FDA approval, if any, may be delayed indefinitely and may require us to expend more resources than we have available. It is also possible that additional studies, if performed and completed, may not be successful or considered sufficient by the FDA for approval or even to make our applications approvable. If any of these outcomes occur, we may be forced to abandon one or more of our future applications for approval, which might significantly harm our business and prospects. As a result, we cannot predict if or when we might receive regulatory approval for the use of Ampligen to treat CFS or for the use of any other products. Even if regulatory approval from the FDA is received for the use of Ampligen to treat CFS or eventually, for the use of any other product, any approvals that we obtain could contain significant limitations in the form of narrow indications, patient populations, warnings, precautions or contra-indications or other conditions of use, or the requirement that we implement a risk evaluation and mitigation strategy. In such an event, our ability to generate revenues from such products could be greatly reduced and our business could be harmed.name”?

If weyou ~~are~~hold ~~unable~~your toshares ~~gain~~of ~~necessary~~our ~~FDA~~common ~~approvals~~stock ~~related~~or toParticipating ~~Ampligen~~Securities ~~and~~in ~~Alferon~~the Nname ~~Injection~~of on a ~~timely basis~~broker, ~~or we are unable to generate the additional data~~dealer, ~~successfully~~bank ~~complete inspections~~ or ~~obtain~~other ~~approvals as required by the FDA on a timely manner~~nominee, orthen ~~at all~~your broker, ~~or determine that any of our clinical studies are not cost/justified to undertake or if~~dealer, ~~for~~bank ~~that~~ or ~~any~~ other ~~reason,~~nominee ~~Ampligen,~~is ~~Alferon~~the Nrecord ~~Injection or~~holder ~~one~~ of ~~our~~the ~~other~~shares ~~products~~you orbeneficially ~~production~~own. ~~processes~~The dorecord ~~not~~holder ~~receive~~must ~~necessary~~exercise ~~regulatory~~the ~~approval~~Subscription Rights inon ~~the~~your Ubehalf.S. ~~or elsewhere~~Therefore, ~~our~~you ~~operations most~~will ~~likely~~need ~~will~~to behave ~~materially~~your ~~and/or~~record ~~adversely~~holder ~~affected~~act for you.

~~Generally,~~If ~~obtaining~~you ~~approval~~wish ofto anparticipate ~~NDA~~in bythis ~~the~~Rights ~~FDA~~Offering and purchase Units, orplease apromptly ~~comparable~~contact ~~foreign~~the ~~regulatory~~record ~~authority,~~holder isof ~~inherently~~your ~~uncertain~~shares or Participating Securities. ~~Even~~We ~~after~~will ~~completing clinical~~ask ~~trials~~the ~~and~~record ~~other~~holder ~~studies,~~of ayour ~~product~~shares ~~candidate~~or ~~could~~Participating ~~fail~~Securities, towho ~~receive~~may ~~regulatory~~be ~~approval~~your ~~for~~broker, ~~many~~dealer, ~~reasons~~bank or other nominee, to ~~including~~notify ~~the~~you ~~following:~~of this Rights Offering.

●What form ~~not be able to demonstrate to the satisfaction~~ of ~~the~~payment ~~FDA that our product candidate~~ is safe and effective for any indication; ● the FDA may disagree with the design or implementation of our clinical trials or other studies; ● the results of the clinical trials or other studies may not demonstrate that a product candidate’s clinical and other benefits outweigh its safety risks; ● the FDA may disagree with our interpretation of data from clinical trials or other studies; ● the data collected from clinical trials and other studies of a product candidate may not be sufficient to support the submission of an NDA; ● the approval policies or regulations of the FDA may significantly change in a manner rendering our clinical and other study data insufficient for approval; and ● the FDA may not approve the proposed manufacturing processes and facilities for a product candidate.required?

WeYou ~~may~~must betimely ~~subject~~pay tothe ~~product~~full ~~liability~~Subscription ~~claims~~Price ~~from~~for the ~~use~~full number of ~~Ampligen,~~Units ~~Alferon~~you Nwish ~~Injection,~~to oracquire ~~other~~pursuant ofto ~~our~~the ~~products~~exercise ~~which~~of ~~could negatively~~Subscription ~~affect~~Rights ~~our~~by ~~future~~delivering ~~operations.~~to Wethe ~~have~~subscription ~~limited~~agent ~~product liability and clinical trial insurance.~~a:

~~We maintain~~● apersonal ~~limited~~check ~~amount~~drawn ofon ~~Products~~a ~~Liability and Clinical Trial insurance coverage worldwide for Ampligen and Alferon N Injection due to the minimal amount of historical loss claims regarding these products in the marketplace~~U.S. ~~Any~~bank; ~~claims~~● ~~against~~bank ~~our~~draft ~~products,~~drawn ~~Ampligen and~~on ~~Alferon N Injection, could have~~ a ~~materially~~U.S. ~~adverse~~bank; ~~effect~~or on● ~~our~~wire ~~business and financial condition~~transfer.

WeIf ~~face~~you ansend ~~inherent~~payment ~~business~~by ~~risk~~check, ofpayment ~~exposure~~will tonot ~~product~~be ~~liability~~deemed ~~claims~~to inhave ~~the~~been ~~event~~delivered ~~that~~to the ~~use~~subscription ofagent ~~Ampligen,~~until ~~Alferon~~the Ncheck ~~Injection~~has ~~or other of our products results in adverse effects~~cleared. ~~This~~As such, ~~liability~~any ~~might~~payments ~~result from claims~~ made ~~directly~~ by ~~patients,~~personal ~~hospitals,~~check ~~clinics or~~should ~~other consumers, or by pharmaceutical companies or others manufacturing these products on our behalf. Our future operations may~~ be ~~negatively~~ ~~affected~~delivered ~~from~~to the ~~litigation~~subscription ~~costs,~~agent ~~settlement~~no ~~expenses~~fewer ~~and~~than ~~lost~~three ~~product~~business ~~sales~~days ~~inherent to these claims. While we will continue~~prior to ~~attempt~~the toexpiration ~~take appropriate precautions, we cannot assure that we will avoid significant product liability exposure~~date.

If you send a payment that is insufficient to purchase the number of Units you requested, or if the number of Units you requested is not specified in the forms, the payment received will be applied to exercise your Subscription Rights to the fullest extent possible based on the amount of the payment received.

Will I receive interest on any funds I deposit with the subscription agent?

No. You will not be entitled to any interest on any funds that are deposited with the subscription agent pending completion or cancellation of the Rights Offering. If the Rights Offering is cancelled for any reason, the subscription agent will return this money to subscribers, without interest or penalty, as soon as practicable.

When will I receive my new shares of Preferred Stock and Warrants?

As soon as practicable after the expiration of the Rights Offering, we expect to close on subscriptions and for the subscription agent to arrange for the issuance of the shares of Preferred Stock and Warrants purchased in the Rights Offering. At closing, all prorating calculations and reductions contemplated by the terms of the Rights Offering will have been effected and payment to us for the subscribed-for Units will have cleared. All shares of Preferred Stock and Warrants that you purchase in the Rights Offering will be issued in book-entry, or uncertificated, form meaning that you will receive a direct registration, or DRS, account statement from our transfer agent as it relates to the Preferred Stock and warrant agent as it relates to the Warrants reflecting ownership of these securities if you are a holder of record. If you hold your common stock or Participating Securities in the name of a broker, dealer, bank or other nominee, DTC will credit your account with your nominee with the securities you purchase in the Rights Offering. Broadridge is acting as the warrant agent in this Rights Offering.

~~Uncertainty~~After ofI ~~health~~send ~~care~~in ~~reimbursement~~my ~~for~~payment ~~our~~and ~~products~~Rights ~~exists.~~Certificate to the Subscription Agent, may I cancel my exercise of Subscription Rights?

~~Our~~No. ~~ability~~Exercises ~~to successfully commercialize our products will depend, in part, on the extent to which reimbursement for the cost~~ of ~~such~~Subscription ~~products and~~Rights ~~related~~are ~~treatment will be available from government health administration authorities~~irrevocable, ~~private~~even ~~health~~if ~~coverage~~you ~~insurers~~later ~~and~~learn ~~other organizations.~~information ~~Significant~~that ~~uncertainty~~you ~~exists~~consider as to ~~the~~be ~~reimbursement~~unfavorable ~~status of newly approved health care products, and from time~~ to ~~time~~ ~~legislation is proposed, which, if adopted, could further restrict~~ the ~~prices charged by and/or amounts reimbursable to manufacturers~~exercise of ~~pharmaceutical~~your ~~products~~Subscription Rights. WeYou ~~cannot~~should ~~predict~~not ~~what,~~exercise ifyour ~~any,~~Subscription ~~legislation~~Rights ~~will~~unless ~~ultimately~~you beare ~~adopted~~certain ~~or the impact of such legislation on us. There can be no assurance~~ that ~~third~~you ~~party~~wish ~~insurance companies will allow us~~ to ~~charge~~purchase ~~and receive payments for products sufficient~~Units toat ~~realize~~the anSubscription ~~appropriate return on our investment in product development~~Price.

~~There~~How ~~are~~much ~~risks~~will ofour ~~liabilities~~company ~~associated~~receive ~~with~~from ~~handling~~the ~~and~~Rights ~~disposing of hazardous materials.~~Offering?

~~Our~~Assuming ~~business~~that ~~involves~~all ~~the~~Units ~~controlled~~are ~~use~~sold ofin ~~hazardous~~the ~~materials~~Rights Offering, ~~carcinogenic~~we ~~chemicals,~~estimate ~~and~~that ~~flammable~~the ~~solvents.~~net ~~Although~~proceeds wefrom ~~believe~~the ~~that our~~Rights ~~safety~~Offering ~~procedures~~will ~~for~~be ~~handling~~approximately ~~and~~$10.9 million, ~~disposing~~based on the Subscription Price of ~~such~~$1,000 ~~materials~~per ~~comply~~Unit, inafter ~~all~~deducting ~~material~~fees ~~respects~~and ~~with~~expenses payable to the ~~standards~~dealer-manager, ~~prescribed~~before deducting other estimated expenses payable by ~~applicable regulations,~~us ~~the~~and ~~risk~~excluding any proceeds received upon exercise of ~~accidental~~any ~~contamination~~Warrants. orIf ~~injury~~all ~~from~~Warrants ~~these~~included in ~~materials~~the ~~cannot~~Units beare ~~completely~~exercised ~~eliminated.~~for Incash at the ~~event~~exercise price of ~~such~~$ per share, we will receive an ~~accident~~additional or$ million. We intend to use the ~~failure~~net toproceeds ~~comply~~for ~~with~~general ~~applicable~~corporate ~~regulations,~~purposes weand ~~could~~to beallocate ~~held~~a ~~liable~~portion ~~for~~of ~~any~~the ~~damages~~net ~~that~~proceeds ~~result.~~to ~~However~~repay, ~~we have~~according ~~obtained~~to ~~insurance~~their ~~coverage~~terms, tocertain ~~mitigate~~existing ~~any~~debt ~~potential~~obligations. ~~significant~~All ~~loss~~repayments will be made in ~~this~~compliance ~~area~~with the terms of the financing agreements. See “Use of Proceeds.”

~~Failures~~Are ofthere ~~our~~risks ~~information~~in ~~technology~~exercising ~~infrastructure~~my ~~could~~Subscription ~~have a material adverse effect on operations.~~Rights?

WeYes. ~~utilize~~The ~~various~~exercise ~~software~~of ~~applications~~your ~~and~~Subscription ~~other~~Rights ~~information~~involves ~~technology that are critically important to our business operations~~risks. WeExercising ~~rely on~~your ~~information~~Subscription ~~technology~~Rights ~~networks~~involves ~~and systems, including~~ the ~~Internet,~~purchase toof ~~process,~~shares ~~transmit,~~of ~~and~~our ~~store~~Preferred Stock ~~electronic~~ and ~~financial~~Warrants ~~information,~~ to ~~manage~~purchase acommon ~~variety~~stock ofand ~~business~~you ~~processes~~should ~~and~~consider ~~activities.~~this Weinvestment ~~depend~~as oncarefully ~~our~~as ~~information~~you ~~technology~~would ~~infrastructure~~consider toany ~~communicate~~other ~~internally~~investment. ~~and~~In ~~externally with employees~~addition, ~~consultants~~a ~~and~~market ~~others.~~for Wethe ~~also~~Preferred ~~use~~Stock ~~information technology networks~~ and ~~systems~~Warrants todoes ~~comply~~not ~~with~~exist ~~regulatory, legal,~~ and ~~tax~~no ~~requirements.~~assurance ~~These~~can ~~information~~be ~~technology~~given ~~systems,~~that ~~some~~one ofwill ~~which are managed by third parties, may be susceptible to~~develop. ~~damage,~~We ~~disruptions,~~do ornot ~~shutdowns~~intend ~~due~~ to ~~failures~~apply ~~during~~for ~~the~~listing ~~process~~ of ~~upgrading~~the orSeries ~~replacing~~G ~~software,~~Preferred ~~databases~~Stock oron ~~components~~any ~~thereof, power~~securities ~~outages,~~exchange ~~hardware failures, computer viruses, attacks by computer hackers~~ or ~~other~~recognized ~~cybersecurity~~trading ~~risks,~~system. ~~telecommunication failures,~~We ~~user~~expect ~~errors,~~to ~~natural~~list ~~disasters,~~the ~~terrorist~~Warrants ~~attacks,~~for ortrading ~~other~~on ~~catastrophic~~the ~~events.~~NYSE ~~If any of our significant information technology systems suffer severe damage~~American, ~~disruption~~but orthere ~~shutdown,~~is ~~and~~no ~~our~~assurance ~~disaster~~that ~~recovery~~the ~~and~~Warrants ~~business~~will ~~continuity~~be ~~plans~~listed. doSee ~~not effectively resolve the~~“Risk ~~issues~~Factors” infor adiscussion ~~timely manner, our financial condition and results~~ of ~~operations~~additional ~~may~~risks beinvolved ~~materially~~in ~~and~~investing ~~adversely~~in ~~affected~~our securities.

~~The~~Can ~~loss~~the ofboard ~~services~~ of ~~key~~directors ~~personnel~~terminate, ~~could~~extend ~~hurt~~or ~~our~~amend ~~chances~~the ~~for~~Rights ~~success.~~Offering?

~~Our~~Yes. ~~success~~Our isboard ~~dependent~~of ondirectors ~~the~~may ~~continued~~decide ~~efforts~~to ofterminate ~~our~~the ~~staff,~~Rights ~~especially~~Offering ~~certain~~at ~~doctors~~any time and ~~researchers.~~for ~~The~~any ~~loss~~reason ofbefore the ~~services~~expiration of ~~personnel~~the Rights ~~key~~Offering. We also have the right to extend the Rights Offering for additional periods in our ~~operations~~sole ~~could~~discretion ~~have~~for aup ~~material~~to ~~adverse~~an ~~effect~~additional 45 ondays. ~~our~~We ~~operations~~do ~~and~~not ~~chances~~presently ~~for~~intend ~~success~~to extend the Rights Offering. ~~The~~We ~~loss~~will ofnotify ~~key~~stockholders ~~personnel~~and orthe public if the Rights Offering ~~failure~~is toterminated ~~recruit~~or ~~additional~~extended ~~personnel~~by asissuing ~~needed~~a ~~could~~press ~~have~~release aannouncing ~~materially~~the ~~adverse~~extension ~~effect~~no later than 9:00 a.m., Eastern Time, on ~~our~~the ~~ability~~next business day after the most recently announced expiration date of the Rights Offering. In the event that we decide to ~~achieve~~extend ~~our~~the ~~objectives~~Rights Offering and you have already exercised your Subscription Rights, your subscription payment will remain with the subscription agent until such time as the Rights Offering closes or is terminated.

Our board of directors also reserves the right to amend or modify the terms of the Rights Offering in its sole discretion. If we should make any fundamental changes to the terms of the Rights Offering set forth in this prospectus, we will file a post-effective amendment to the registration statement in which this prospectus is included, offer potential purchasers who have subscribed for Rights the opportunity to cancel such subscriptions and issue a refund of any money advanced by such stockholder and recirculate an updated prospectus after the post-effective amendment is declared effective by the SEC. In addition, upon such event, we may extend the expiration date of the Rights Offering to allow holders of rights ample time to make new investment decisions and for us to recirculate updated documentation. Promptly following any such occurrence, we will issue a press release announcing any changes with respect to the Rights Offering and the new expiration date. The terms of the Rights Offering cannot be modified or amended after the expiration date of the Rights ~~accounting~~Offering. ~~principles~~Although ~~generally~~we ~~accepted~~do not presently intend to do so, we may choose to amend or modify the terms of the Rights Offering for any reason, including, without limitation, in order to increase participation in the ~~United~~Rights ~~States~~Offering. Such amendments or modifications may include a change in the Subscription Price, although no such change is presently contemplated. If we should make any fundamental changes to the terms set forth in this prospectus, we will (i) file a post-effective amendment to the registration statement of ~~America~~which this prospectus forms a part, (~~“GAAP”~~ii) ~~requires~~offer ~~estimates~~potential purchasers who have subscribed for rights the opportunity to cancel such subscriptions, ~~judgements~~and (iii) issue a refund of any money advanced by such stockholder or eligible warrant holder and ~~assumptions~~recirculate ~~which~~an ~~inherently~~updated ~~contain~~prospectus ~~uncertainties~~after the post-effective amendment is declared effective with the SEC.

There are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of financial statements in accordance with GAAP. Any future changes in estimates, judgments and assumptions used or necessary revisions to prior estimates, judgments or assumptions could lead to a restatement of our results.

The financial statements included in this registration statement of which this prospectus forms a part are prepared in accordance with GAAP. This involves making estimates, judgments and assumptions that affect reported amounts of assets (including intangible assets), liabilities, mezzanine equity, stockholders’ equity, operating revenues, costs of sales, operating expenses, other income, and other expenses. Estimates, judgments, and assumptions are inherently subject to change in the future and any necessary revisions to prior estimates, judgments or assumptions could lead to a restatement. Any such changes could result in corresponding changes to the amounts of assets (including goodwill and other intangible assets), liabilities, mezzanine equity, stockholders’ equity, operating revenues, costs of sales, operating expenses, other income and other expenses.

We currently, and may in the future, have assets held at financial institutions that may exceed the insurance coverage offered by the Federal Deposit Insurance Corporation (“FDIC”), and the loss of such assets would have a severe negative affect on our operations and liquidity.

On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp. were each swept into receivership. A statement by the Department of the Treasury, the Federal Reserve and the FDIC stated that all depositors of SVB would have access to all of their money after only one business day of closure, including funds held in uninsured deposit accounts. Although we do not have any funds deposited with SVB and Signature Bank, we currently have deposits with Bank of America and Truist Bank, each exceeding $250,000. In the future, we may maintain our cash assets at these and other financial institutions in the United States in amounts that may be in excess of the FDIC insurance limit of $250,000. In the event of a failure of any of these financial institutions where we maintain our deposits or other assets, we may incur a loss to the extent such loss exceeds the FDIC insurance limitation, which could have a material adverse effect upon our liquidity, financial condition and our results of operations.

~~Risks~~If ~~Associated~~the ~~with~~Rights ~~Our~~Offering ~~Products~~is not completed or is terminated, will my subscription payment be refunded to me?

Yes. The subscription agent will hold all funds it receives in a segregated bank account until completion of the Rights Offering. If we do ~~development~~not complete the Rights Offering, all subscription payments received by the subscription agent will be returned within 10 business days after the termination or expiration of ~~Ampligen~~the isRights ~~subject~~Offering, without interest or deduction. If you own shares in “street name,” it may take longer for you to ~~significant~~receive ~~risks~~your subscription payment because the subscription agent will return payments through the record holder of your shares. In addition, if we should make any fundamental changes to the terms set forth in this prospectus, we will (i) file a post-effective amendment to the registration statement of which this prospectus forms a part, (ii) offer potential purchasers who have subscribed for rights the opportunity to cancel such subscriptions, and (iii) issue a refund of any money advanced by such stockholder or eligible securities holder and recirculate an updated prospectus after the post-effective amendment is declared effective with the SEC.

~~Ampligen~~How may be found to be ineffective or to have adverse side effects, fail to receive necessary regulatory clearances, be difficult to manufacture on a commercial scale, be uneconomical to market or be precluded from commercialization by proprietary right of third parties. Our investigational products are in various stages of clinical and pre-clinical development and require further clinical studies and appropriate regulatory approval processes before any such products can be marketed. We do ~~not~~I ~~know~~exercise ~~when,~~my Rights if ~~ever,~~I ~~Ampligen~~live oroutside ~~our other products will be generally available for commercial sale for any indication. Generally, only a small percentage of potential therapeutic products are eventually approved by~~ the ~~FDA~~United ~~for commercial sale.~~States?

ToThe ~~the~~subscription ~~extent~~agent ~~that~~will wehold ~~are~~Rights ~~required~~Certificates byfor ~~the~~stockholders ~~FDA,~~having ~~pursuant~~addresses tooutside the ~~Ampligen~~United NDA, to conduct additional studies and take additional actions, approval of any applications that we submit may be delayed by several years or may require us to expend more resources than we have availableStates. It isTo ~~also~~exercise ~~possible that additional studies~~Subscription Rights, ifforeign ~~performed~~stockholders ~~and~~must ~~completed,~~notify ~~may not be successful or considered sufficient by~~ the ~~FDA~~subscription ~~for approval~~agent or even to make our applications approvable. If any of these outcomes occur, we may be forced to abandon one or more of our future applications for approval, which might significantly harm our business and ~~prospects.~~timely Asfollow aother ~~result,~~procedures wedescribed ~~cannot~~in ~~predict~~the ~~when~~section ~~or whether~~entitled ~~regulatory~~“The ~~approval~~Rights ~~will~~Offering be- ~~obtained~~Foreign ~~for any product candidate we develop~~Stockholders.”

IfWhat ~~approved,~~fees ~~one~~ or ~~more~~charges ofapply ~~the~~if ~~potential~~I ~~side~~purchase ~~effects~~shares ofin the ~~drug~~Rights ~~might deter usage of Ampligen in certain clinical situations and, therefore, could adversely affect potential revenues and physician/patient acceptability of our product.~~Offering?

~~The~~We ~~development~~are ofnot ~~Alferon~~charging Nany ~~Injection~~fee isor ~~subject~~sales commission to ~~significant~~issue ~~risks~~Subscription Rights to you or to issue shares of Preferred Stock or Warrants to you if you exercise your Subscription Rights. If you exercise your Subscription Rights through a broker, dealer, bank or other nominee, you are responsible for paying any fees your broker, dealer, bank or other nominee may charge you.

~~Although~~What ~~Alferon~~are ~~N Injection is approved for marketing in~~ the ~~United~~U.S. ~~States~~federal ~~for~~income ~~intralesional~~tax ~~treatment~~consequences of ~~refractory~~receiving and/or ~~recurring~~exercising ~~external~~my ~~genital warts~~Subscription in patients 18 years of age or older, to date it has not been approved for other indications. Given our focus on developing Ampligen as an oncology therapy and antiviral, alone and in combination with other drugs, at this time we are not focusing on developing Alferon N Injection.Rights?

~~Possible~~For ~~side~~U.S. ~~effects~~federal ~~from~~income tax purposes, we do not believe you should recognize income or loss in connection with the ~~use~~receipt or exercise of Subscription ~~Ampligen~~Rights orin ~~Alferon~~the NRights ~~Injection~~Offering, ~~could~~but ~~adversely~~the ~~affect~~receipt ~~potential~~and ~~revenues~~exercise of the Subscription Rights is unclear in certain respects. You should consult your own tax advisor as to your tax consequences resulting from the receipt and ~~physician/patient~~exercise ~~acceptability~~of Subscription Rights, including the receipt, ownership and disposition of our ~~product~~Preferred Stock, Warrants, and common stock received upon the conversion of Preferred Stock or the exercise of Warrants. For further information, see “Material U.S. Federal Income Tax Consequences.”

WeTo ~~believe~~whom ~~that~~should ~~Ampligen~~I ~~has~~send ~~been~~my ~~generally~~forms well tolerated with a low incidence of clinical toxicity, particularly given the severely debilitating or life-threatening diseases that have been treated. A mild flushing reaction has been observed in approximately 15-20% of patients treated in our various studies. This reaction is occasionally accompanied by a rapid heartbeat, a tightness of the chest, urticaria (swelling of the skin), anxiety, shortness of breath, subjective reports of “feeling hot”, sweating and nausea. The reaction is usually infusion-rate related and can generally be controlled by reducing the rate of infusion. Other adverse side effects include liver enzyme level elevations, diarrhea, itching, asthma, low blood pressure, photophobia, rash, visual disturbances, slow or irregular heart rate, decreases in platelets and white blood cell counts, anemia, dizziness, confusion, elevation of kidney function tests, occasional temporary hair loss and various flu-like symptoms, including fever, chills, fatigue, muscular aches, joint pains, headaches, nausea and vomiting. These flu-like side effects typically subside within several months.payment?

~~The~~If ~~FDA~~your inshares ~~its~~of ~~February~~common 1,stock ~~2013~~or ~~CRL~~Participating ~~provided~~Securities ~~recommendations~~are toheld ~~address~~in ~~certain~~the ~~outstanding~~name ~~issues~~of ~~before~~a ~~they~~broker, ~~could~~dealer, ~~approve~~bank ~~Ampligen~~or ~~for~~other nominee, then you should ~~Commercial~~send ~~Sales.~~your ~~The~~subscription ~~Agency~~documents ~~stated~~and ~~that~~subscription ~~the~~payment ~~submitted~~to ~~data~~that dobroker, ~~not~~dealer, ~~provide~~bank ~~sufficient~~or ~~information~~other tonominee. ~~determine~~If ~~whether~~you are the ~~product~~record isholder, ~~safe~~then ~~for~~you ~~use~~should insend ~~CFS~~your ~~due~~subscription todocuments, ~~the~~Rights ~~limited~~Certificate, ~~size~~and ofsubscription payment to the ~~safety~~subscription ~~database~~agent ~~and~~by ~~multiple~~hand ~~discrepancies~~delivery, first ~~within~~class ~~the~~mail ~~submitted~~or ~~data.~~courier service to:

If approved, one or more of the potential side effects of the drug might deter usage of Ampligen in certain clinical situations and therefore, could adversely affect potential revenues and physician/patient acceptability of our product.

By USPS mail:

By UPS, FedEx, or Courier:

Broadridge, Inc.

Attn: BCIS Re-Organization Department

P.O. Box 1342

Brentwood, NY 11717-0718

Broadridge, Inc.

Attn: BCIS IWS

51 Mercedes Way

Edgewood, NY 11717

AtYou ~~present~~or, ~~Alferon~~if Napplicable, ~~Injection~~your isnominee ~~approved~~are solely responsible for ~~the~~completing ~~intralesional~~delivery ~~(within~~to the ~~lesion)~~subscription ~~treatment~~agent of ~~refractory~~your orsubscription ~~recurring external genital~~documents, ~~warts~~Rights inCertificate ~~adults~~and payment. InYou ~~clinical~~should ~~trials~~allow ~~conducted~~sufficient time for ~~the~~delivery ~~treatment~~ of ~~genital~~your ~~warts~~subscription ~~with~~materials ~~Alferon~~to Nthe ~~Injection,~~subscription ~~patients did not experience~~agent ~~serious~~and ~~side~~clearance ~~effects;~~of ~~however,~~payment ~~there~~before ~~can be no assurance that unexpected or unacceptable side effects will not be found in~~ the ~~future for~~expiration ~~this use or other potential uses~~ of ~~Alferon~~the NRights ~~Injection~~Offering ~~which~~at ~~could~~5:00 ~~threaten~~p.m. orEastern ~~limit~~Time ~~such~~on , ~~product’s usefulness~~2026.

Whom should I contact if I have other questions?

If you have other questions or need assistance, please contact the information agent: Broadridge Corporate Issuer Solutions, LLC, toll free at (855) 793-5068 by email at Shareholder@Broadridge.com.

Who is the dealer-manager?

Maxim Group LLC is acting as the sole dealer-manager for the Rights Offering. Under the terms and subject to the conditions contained in the dealer-manager agreement, the dealer-manager will use its best efforts to solicit the exercise of Subscription Rights. We have agreed to pay the dealer-manager certain fees for acting as dealer-manager and to reimburse the dealer-manager for certain out-of-pocket expenses incurred in connection with this Rights Offering. The dealer-manager is not underwriting or placing any of the Subscription Rights or the shares of our Preferred Stock or Warrants being issued in the Rights Offering and is not making any recommendation with respect to such Subscription Rights (including with respect to the exercise or expiration of such Subscription Rights), shares of Preferred Stock or Warrants.

~~Risks~~RISK ~~Related to Our Activities Associated with Ampligen’s Potential Effectiveness as a Treatment for COVID-19 or Post-COVID Conditions~~FACTORS

ItInvesting isin ~~not~~our ~~possible~~securities involves a high degree of risk. Before making an investment decision with respect to ~~predict~~our securities, we urge you to carefully consider the ~~future~~risks described in the “Risk Factors” section of ~~COVID~~our Annual Report on Form 10-19K for the year ended December 31, 2024 and ~~related~~our ~~Post~~subsequent Quarterly Reports on Form 10-~~COVID~~Q, ~~Conditions~~which are incorporated by reference into this prospectus. These risk factors relate to our business, asintellectual aproperty, ~~global~~regulatory ~~public~~matters, ~~health~~and ~~threat~~ownership of our common stock. In addition, the following risk factors present material risks and uncertainties associated with the Rights Offering. The risks and uncertainties incorporated by reference into this prospectus or described below are not the ~~development~~only ones we face. Additional risks and uncertainties not presently known or which we consider immaterial as of ~~related~~the ~~therapies.~~date Nohereof ~~assurance~~may ~~can~~also behave ~~given~~an ~~that~~adverse ~~Ampligen~~effect ~~will~~on ~~aid~~our business. If any of the matters discussed in the following risk factors were to occur, our business, financial condition, results of operations, cash flows or prospects could be ~~applied~~materially toadversely affected, the ~~treatment~~market price of ~~this~~our ~~virus~~common stock could decline and you could lose all or part of your investment in our securities.

~~Significant~~Risks ~~additional~~Related ~~testing and trials will be required~~ to ~~determine whether Ampligen will be effective in~~ the ~~treatment~~Rights of COVID-19 or Post-COVID conditions, and no assurance can be given that it will be the case. We base our belief that Ampligen may be effective in the treatment of COVID-19 or Post-COVID conditions on the result of studies that we reviewed and referenced. No assurance can be given that future studies will not result in findings that are different from those in the studies that we have relied upon. We are one of many companies working to develop a treatment for this virus, most of whom have far greater resources than us. This includes research into a range of COVID-19-related circumstances, from prophylactic and early-onset treatments to therapies for Post-COVID conditions. If one of these companies develops an effective treatment along the same lines as a therapy being developed by AIM, the development of Ampligen for this virus most likely will be adversely affected. Moreover, there already are available treatments.Offering

~~Operating~~Our inmanagement ~~foreign~~will ~~countries~~have ~~carries~~broad discretion over the use of the net proceeds from this Right Offering, you may not agree with ithow ~~many~~we use ~~risks~~the proceeds and the proceeds may not be invested successfully.

~~Some~~Our ofmanagement ~~our~~will ~~studies~~have ~~are~~broad ~~being~~discretion ~~conducted~~as into the ~~Netherlands~~use of the net proceeds from this Rights Offering and wecould ~~may~~use ~~conduct~~them for purposes other ~~studies~~than ~~and~~those orcontemplated weat ~~may~~the ~~enter~~time ~~into~~of ~~agreements~~commencement ~~such~~of asthis ~~supply agreements~~Rights Offering. ~~Operating~~Accordingly, inyou ~~foreign~~will ~~countries~~be ~~carries~~relying ~~with~~on itthe ajudgment of ~~number~~our management regarding the use of ~~risks~~these net proceeds, ~~including~~and ~~potential~~you ~~difficulties~~will innot ~~enforcing~~have ~~intellectual~~the opportunity, as part of your investment decision, ~~property~~to ~~rights~~assess whether the proceeds are being used appropriately. WeIt ~~cannot~~is ~~assure~~possible that, ~~our~~pending ~~potential~~their ~~foreign~~use, ~~operations~~we ~~will~~may invest the net proceeds in a way that does not beyield ~~adversely~~a ~~affected~~favorable, byor ~~these~~any, ~~risks~~return for us. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flows.

~~Risks~~Your ~~Associated~~interest ~~with~~in ~~Our~~our ~~Intellectual~~company ~~Property~~may be diluted as a result of this Rights Offering.

WeStockholders ~~may~~and securities holders who do not befully ~~profitable~~exercise ~~unless~~their weSubscription ~~can~~Rights ~~protect~~should expect that they will, at the completion of this Rights Offering, own a smaller proportional interest in our ~~patents~~company on a fully-diluted basis than would otherwise be the case had they fully exercised their Subscription Rights. Further, the shares issuable upon the conversion of the Preferred Stock and/ the exercise of and Warrants to be issued pursuant to the Rights Offering will dilute the ownership interest of stockholders not participating in this Rights Offering or ~~receive~~holders ~~approval~~of ~~for~~Warrants ~~additional~~who ~~pending~~have ~~patents~~not exercised them.

WeFurther, ~~need~~if toyou ~~preserve~~purchase ~~and~~Units ~~acquire enforceable patents covering the use of Ampligen for a particular disease~~ in ~~order~~this toRights ~~obtain~~Offering ~~exclusive~~at ~~rights for~~ the ~~commercial~~Subscription ~~sale~~Price, ofyou ~~Ampligen~~may ~~for~~suffer ~~such~~immediate ~~disease. We obtained all rights to Alferon N Injection,~~ and wesubstantial ~~plan~~dilution ~~to preserve and acquire~~in ~~enforceable~~the ~~patents~~net ~~covering~~tangible ~~its~~book ~~use~~value ~~for~~of ~~existing~~our ~~and~~common ~~potentially new diseases once we have had a successful FDA Pre Approval Inspection~~stock. ~~Our~~ ~~success~~See ~~depends,~~“Dilution” in ~~large~~this ~~part,~~prospectus ~~on our ability to preserve and obtain patent protection~~ for ~~our~~a ~~products~~more ~~and~~detailed todiscussion ~~obtain and preserve our trade secrets and expertise. Certain~~ of ~~our know-how and technology is not patentable, particularly~~ the ~~procedures for the manufacture~~ ofdilution ~~our experimental drug, Ampligen. We also have been issued a patent~~ which ~~affords~~may ~~protection~~incur ~~on the use of Ampligen~~ in ~~patients~~connection with ~~Chronic~~ ~~Fatigue~~this ~~Syndrome.~~Rights ~~We have not yet been issued any patents in the United States for the use of Ampligen as a sole treatment for any of the cancers which we have sought to target~~Offering.

WeCompletion ~~cannot~~of ~~assure~~the ~~that~~Rights ~~our~~Offering ~~competitors~~is ~~will~~ not ~~seek~~subject ~~and obtain patents regarding the use of similar products in combination with various other agents, for a particular target indication prior~~ to ~~our~~us ~~doing~~raising ~~so. If we cannot protect our patents covering the use of our products for~~ a ~~particular~~minimum ~~disease,~~offering ~~or obtain additional patents, we may not be able to successfully market our products~~amount.

~~The~~Completion ~~patent~~of ~~position~~the ofRights ~~biotechnology~~Offering ~~and~~is ~~pharmaceutical~~not ~~firms~~subject isto ~~highly~~us ~~uncertain~~raising ~~and~~a ~~involves~~minimum ~~complex~~offering ~~legal~~amount and, ~~factual~~therefore, ~~questions~~proceeds may be insufficient to meet our objectives, thereby increasing the risk to investors in this Rights Offering, including investing in a company that continues to require capital. See “Use of Proceeds.”

ToThis ~~date,~~Rights noOffering consistent policy has emerged regarding the breadth of protection afforded by pharmaceutical and biotechnology patents. There can be no assurance that new patent applications relating to our products, process or technology will result in patents being issued or that, if issued, such patents will afford meaningful protection against competitors with similar technology. It is generally anticipated that there may because ~~significant litigation in~~ the ~~industry~~trading ~~regarding~~price ~~patent~~of and intellectual property rights. Such litigation could require substantial resources from us, and we may not have the financial resources necessary to enforce the patent rights that we hold. No assurance can be made that our ~~patents~~common ~~will~~stock provide competitive advantages for our products, process and technology or will not be successfully challenged by competitors. No assurance can be given that patents do not exist or could not be filed which would have a materially adverse effect on our ability to ~~develop or market our products or to obtain or maintain any competitive position that we may achieve with respect to our products~~decrease. ~~Our patents also may not prevent others from developing competitive products or processes using related technology.~~

~~There~~The ~~can~~Subscription bePrice, notogether ~~assurance~~with ~~that~~the wenumber ~~will~~of beshares ~~able~~of common stock issuable upon conversion of the Preferred Stock and exercise of the Warrants, respectively, we propose to ~~obtain~~issue ~~necessary~~and ~~licenses~~ultimately will issue if wethis ~~cannot~~Rights ~~enforce~~Offering ~~patent~~is ~~rights~~completed, wemay result in an immediate decrease in the market price of our common stock. This decrease may ~~hold~~continue after the completion of this Rights Offering. InIf ~~addition~~that occurs, you may have committed to buying shares of our common stock at a price greater than the prevailing market price. We cannot predict ~~failure~~the effect, if any, that the availability of ~~third~~shares ~~parties~~for ~~from~~future ~~whom~~sale werepresented ~~currently~~by ~~license~~the ~~certain~~Warrants ~~proprietary~~issued ~~information~~in orconnection ~~from~~with ~~whom~~the weRights Offering ~~may~~will behave ~~required~~on the market price of our common stock from time to ~~obtain~~time. ~~such~~Further, if a substantial number of Subscription Rights ~~licenses~~are inexercised and the ~~future,~~holders toof ~~adequately~~the ~~enforce~~shares ~~their~~received ~~rights~~upon exercise of those Subscription Rights or the related Warrants choose to ~~such~~sell some ~~proprietary~~or ~~information~~all of the shares underlying the Subscription Rights or the related Warrants, ~~could~~the ~~adversely~~resulting ~~affect~~sales could depress the ~~value~~market price of ~~such licenses~~our tocommon usstock.

If we cannot enforce the patent rights, we currently hold we may be required to obtain licenses from others to develop, manufacture or market our products. There can be no assurance that we would be able to obtain any such licenses on commercially reasonable terms, if at all. We currently license certain proprietary information from third parties, some of which may have been developed with government grants under circumstances where the government maintained certain rights with respect to the proprietary information developed. No assurances can be given that such third parties will adequately enforce any rights they may have or that the rights, if any, retained by the government will not adversely affect the value of our license.

~~There~~Holders isof our Preferred Stock and Warrants will have no ~~guarantee~~rights ~~that~~as ~~our~~a ~~trade~~common ~~secrets~~stockholder ~~will~~until ~~not~~such beholders ~~disclosed~~convert or ~~known~~exercise bytheir Preferred Stock or Warrants, respectively, and acquire our ~~competitors~~common stock.

ToUntil ~~protect~~holders of Preferred Stock or Warrants acquire shares of our ~~rights~~common stock upon conversion or exercise of the Preferred Stock or Warrants, respectively, weholders ~~require~~of ~~all~~such ~~employees~~securities ~~and~~will ~~certain~~have ~~consultants~~no rights with respect to ~~enter~~the ~~into~~shares ~~confidentiality~~of ~~agreements~~our ~~with~~common usstock underlying such Preferred Stock or Warrants. ~~There~~Upon ~~can~~conversion beor ~~no assurance~~exercise ~~that~~of ~~these~~the ~~agreements~~Preferred ~~will~~Stock ~~not~~or beWarrants, ~~breached~~respectively, ~~that~~the weholders ~~would~~thereof ~~have~~will ~~adequate~~be ~~and~~entitled to ~~enforceable~~exercise ~~remedies~~the rights of a common stockholder only as to matters for ~~any~~which ~~breach,~~the orrecord ~~that~~date ~~any trade~~occurs ~~secrets~~after ofthe ~~ours~~exercise ~~will~~date. ~~not~~Prior ~~otherwise~~to conversion, ~~become~~holders ~~known~~of orPreferred beStock ~~independently~~will ~~developed~~have bylimited ~~competitors~~voting rights.

~~Risks~~If ~~Associated~~we ~~with~~terminate ~~Our~~this ~~R&D~~Rights Offering for any reason, we will have no obligation other than to return subscription monies within 10 business days.

We ~~cannot~~may ~~predict~~decide, ~~what~~in ~~additional~~our ~~studies~~sole discretion and~~/or~~ ~~additional~~for ~~testing~~any reason, to cancel or ~~information~~terminate ~~may~~the beRights ~~required~~Offering byat any time prior to the ~~FDA~~expiration date. ~~Accordingly,~~If wethis ~~are~~Rights ~~unable to~~Offering ~~estimate~~is ~~the~~cancelled ~~nature,~~or ~~timing~~terminated, ~~costs~~we ~~and~~will ~~necessary~~have ~~efforts~~no obligation with respect to ~~complete~~Subscription ~~these~~Rights ~~projects~~that have ~~nor~~been ~~the~~exercised ~~anticipated~~except ~~completion~~to ~~dates.~~return Inwithin ~~addition, we~~10 ~~have~~business nodays, ~~basis~~without ~~for~~interest ~~estimating~~or ~~when~~deduction, ~~material~~all ~~net~~subscription ~~cash~~payments ~~inflows~~deposited ~~may~~with the ~~commence~~subscription agent. WeIf ~~have~~we ~~yet~~terminate tothis ~~generate~~Rights ~~significant~~Offering ~~revenues~~and ~~from~~you ~~the~~have ~~sale~~not exercised any Subscription Rights, such Subscription ofRights ~~these~~will ~~developmental~~expire ~~products~~and be worthless.

~~Due~~The toSubscription ~~the~~Price ~~inherent~~determined ~~uncertainty~~for ~~involved~~this inRights ~~the~~Offering ~~design~~is and conduct of clinical trials and the applicable regulatory requirements, including the factors discussed below in “Business” we cannot predict what additional studies and/or additional testing or information may be required by the FDA. In addition, most of our studies to date have involved only a small group of participants and positive results in such a small group does not ~~mean~~an ~~that~~indication ~~such results will prove true in studies with a much larger group~~ of ~~participants. Accordingly, we are unable to estimate~~ the ~~nature,~~fair ~~timing,~~value costs and necessary efforts to complete these projects nor the anticipated completion dates. In addition, we have no basis for estimating when material net cash inflows may commence. We have yet to generate significant revenues from the sale of ~~these~~our ~~developmental~~common ~~products~~stock. ~~As of December 31, 2024, we had approximately $3,977,000 in cash, cash equivalents and marketable securities. Please see “We may require additional financing which may not be available” above.~~

~~Risks~~In ~~Associated~~determining ~~with~~the ~~Our~~Subscription ~~Manufacturing~~Price, our board of directors considered a number of factors, including, but not limited to, our need to raise capital in the near term to continue our operations, the current and historical trading prices of our common stock, a price that would increase the likelihood of participation in the Rights Offering, the cost of capital from other sources, the value of the Preferred Stock and Warrants being issued as components of the Unit, and comparable precedent transactions. The Subscription Price does not necessarily bear any relationship to any established criteria for value. No valuation consultant or investment banker has opined upon the fairness or adequacy of the Subscription Price. You should not consider the Subscription Price as an indication of the value of our company or our common stock.

~~Our Alferon N Injection Commercial Sales were halted due to lack of finished goods inventory.~~ If ~~we are unable to gain the necessary FDA~~ ~~approvals~~you ~~related~~do tonot ~~Alferon~~act Non ~~Injection, or if we are unable to identify~~ a ~~CMO~~timely orbasis ~~CMOs~~and ~~that~~follow ~~meet~~subscription ~~our requirements~~instructions, ~~then~~your ~~our~~exercise ~~operations would~~of ~~most~~Subscription ~~likely~~Rights may be ~~materially and/or adversely affected~~rejected.

WeHolders ~~are~~of ~~exploring~~Subscription ~~engaging~~Rights awho ~~Contract~~desire ~~Manufacturing~~to ~~Organization~~purchase ~~(“CMO”)~~shares toof ~~produce~~our ~~Alferon~~Preferred ~~active~~Stock ~~pharmaceutical~~and ~~ingredients~~Warrants in this Rights Offering must act on a ~~(“API”)~~timely basis to ensure that all required forms and payments are actually received by the subscription agent prior to 5:00 p.m., AtEastern Time, ~~present~~on the expiration date, weunless doextended. ~~not~~If ~~have~~you are a ~~supply~~beneficial owner of ~~Alferon~~shares Nof ~~Injection~~common stock or ~~the~~Participating ~~requisite~~Securities and ~~API.~~you ~~Additionally~~wish to exercise your Subscription Rights, ~~although~~you ~~our old~~must ~~New~~act ~~Brunswick~~promptly ~~facility~~to ~~was~~ensure ~~FDA~~that ~~approved~~your ~~under~~broker, ~~the~~dealer, ~~BLA~~bank, trustee or other nominee acts for ~~Alferon~~you Nand ~~Injection~~that all required forms and payments are actually received by your broker, ~~this~~dealer, ~~status~~bank, ~~will~~trustee ~~need~~or other nominee in sufficient time to bedeliver ~~reapproved~~such ~~when~~forms aand ~~CMO or~~payments ato ~~new~~the ~~facility~~subscription isagent ~~identified~~to ~~for~~exercise the ~~production~~Subscription ofRights granted in this Rights Offering that you beneficially own prior to 5:00 p.m., Eastern Time, on the ~~drug~~expiration date, as may be extended. We ~~cannot~~will ~~provide~~not be ~~any~~responsible ~~guarantee~~if ~~that~~your abroker, ~~CMO~~dealer, bank, trustee or other ~~future~~nominee ~~facility~~fails ~~will~~to ensure that all required forms and payments are received ~~pass~~by anthe ~~FDA~~subscription ~~pre-approval~~agent ~~inspection~~prior ~~for~~to ~~Ampligen~~5:00 orp.m., ~~Alferon~~Eastern NTime, ~~Injection~~on ~~manufacture~~the expiration date.

If weyou ~~are~~fail ~~unable~~ to ~~gain~~complete and sign the ~~necessary~~required ~~FDA~~subscription ~~approvals~~forms, ~~related~~send an incorrect payment amount, or otherwise fail to follow the ~~manufacturing~~subscription procedures ~~process~~that ~~and/~~apply to your exercise in this Rights Offering, the subscription agent may, depending on the circumstances, reject your subscription or ~~final~~accept ~~product~~it only to the extent of ~~new~~the ~~Alferon~~payment Nreceived. ~~Injection~~Neither we nor the subscription agent undertakes to contact you ~~inventory~~concerning an incomplete or ~~contract~~incorrect ~~with~~subscription aform ~~CMO~~or payment, ~~our~~nor ~~operations~~are ~~most~~we ~~likely~~under ~~will~~any beobligation ~~materially~~to ~~adversely~~correct ~~affected~~such forms or payment. We have the sole discretion to determine whether a subscription exercise properly follows the subscription procedures.

There are no long-term agreements with suppliers of required materials and services for Ampligen and there are a limited number of raw material suppliers. If we are unable to obtain the required raw materials and/or services, we may not be able to manufacture Ampligen.

A number of essential raw materials are used in the production of Ampligen as well as packaging materials utilized in the fill and finish process. We do not have, but continue to work toward having, long-term agreements for the supply of such materials, when possible. There can be no assurance we can enter into long-term supply agreements covering essential materials on commercially reasonable terms, if at all.

There are a limited number of suppliers in the United States and abroad available to provide the raw and packaging materials/reagents for use in manufacturing Ampligen and Alferon N Injection. At present, we do not have any agreements with third parties for the supply of any of these materials or we are relying on a limited source of reagent suppliers necessary for the manufacture of Alferon N Injection. Jubilant HollisterStier LLC has manufactured batches of Ampligen for us pursuant to purchase orders. We anticipate, but cannot assure, that additional orders will be placed upon approved quotes and purchase orders provided by us to Jubilant. On December 22, 2020, we added Pharmaceutics International Inc. (“Pii”) as a “Fill & Finish” provider to enhance our capacity to produce the drug Ampligen. This addition amplifies our manufacturing capability by providing redundancy and cost savings. The contracts augment our existing fill and finish capacity. If we are unable to place adequate acceptable purchase orders with Jubilant or Pii in the future at acceptable prices upon acceptable terms, we will need to find another manufacturer. If we need to find another contract manufacturer to produce Ampligen, it would create a significant delay and expense to get the manufacturer up and running. The costs and availability of products and materials we would need for the production of Ampligen are subject to fluctuation depending on a variety of factors beyond our control, including competitive factors, changes in technology, ownership of intellectual property, FDA and other governmental regulations. There can be no assurance that we will be able to obtain such products and materials on terms acceptable to us or at all.

~~While~~You we produced limited quantities of API for our products in our old New Brunswick, NJ facility, the sale of this facility necessitated our exploring the engagement of a CMO to produce API for both Ampligen and Alferon. At the present, we may not ~~have~~receive ~~sufficient~~all ~~API to make an additional batch~~ of Ampligen utilizing our current GMP manufacturing process. We are continually exploring new efficiencies to maximize our ability to fulfill future obligations. We currently have in stock sufficient supplies to meet our current projected clinical needs. If these needs should increase drastically beyond current expectations or should current stocks unexpectedly expire before expectations and we are unable to successfully manufacture additional API, this would adversely affect our ability to continue clinical development. Currently, the ~~Alferon~~Units ~~N Injection manufacturing process is on hold and there is no definitive timetable~~ for ~~its~~which ~~restart.~~you ~~Please see “Our Alferon N~~subscribe. Injection commercial sales were halted due to lack of finished goods inventory. If we are unable to gain the necessary FDA approvals related to Alferon N Injection, our operations most likely will be materially and/or adversely affected” above.

IfWhile we are ~~unable~~distributing to ~~obtain~~holders orof ~~manufacture~~our common stock and Participating Securities, one Subscription Right for every share of common stock (including each share of common stock issuable upon exercise of Participating Securities) owned on the ~~required~~Record ~~materials/reagents~~Date, ~~and/or~~we ~~procure~~are ~~services~~only ~~needed~~seeking to raise $12 million dollars in gross proceeds in this Rights Offering. As a result, based on 2,938,681 shares of common stock outstanding as of December 1, 2025, and the ~~final~~1,035,735 ~~steps~~shares inissuable upon exercise of the ~~manufacturing process~~Participating Securities, we would grant Subscription Rights to acquire 3,974,415 Units but will only accept subscriptions for 12,000 Units. Accordingly, enough Units may not be ~~unable~~available to ~~manufacture~~honor ~~Ampligen~~your subscription in full. ~~The~~If ~~costs~~excess ~~and~~Units ~~availability~~are available after the exercise of ~~products~~Basic ~~and~~Subscription Rights, ~~materials~~holders wewho ~~need~~fully exercise their Basic Subscription Rights will be entitled to subscribe for ~~the~~an ~~production~~additional number of Units. Over-Subscription ~~Ampligen~~Privileges ~~are~~will ~~subject~~be toallocated ~~fluctuation~~pro ~~depending~~rata among Rights holders who over-subscribed, based on athe ~~variety~~number of ~~factors~~over-subscription ~~beyond~~Units ~~our~~to ~~control,~~which they ~~including~~have ~~competitive~~subscribed. ~~factors,~~We ~~changes~~cannot inguarantee ~~technology,~~that you will receive any or the entire number of Units for which you subscribed. If for any ~~ownership~~reason the number of ~~intellectual~~Units ~~property,~~allocated ~~FDA~~to ~~and~~you ~~other~~is ~~governmental~~less ~~regulations.~~than ~~There~~you ~~can~~have besubscribed nofor, ~~assurance~~then ~~that~~the weexcess funds held by the subscription agent on your behalf will be ~~able~~returned to ~~obtain such~~you, ~~products~~without interest, as soon as practicable after the Rights Offering has expired and ~~materials~~all onprorating calculations and reductions contemplated by the terms ~~acceptable~~of tothe usRights orOffering athave ~~all~~been effected, and we will have no further obligations to you.

~~There~~Unless ~~are~~we ~~limited~~otherwise ~~number~~agree ofin ~~organizations~~writing, a person or entity, together with related persons or entities, may not exercise Subscription Rights (including Over-Subscription Privileges) to purchase Units that, when aggregated with their existing ownership, would result in such person or entity, together with any related persons or entities, owning in excess of 19.99% of our issued and outstanding shares of common stock following the ~~United~~closing ~~States~~of ~~available~~the transactions contemplated by this Rights Offering. If the number of shares allocated to ~~provide~~you is less than your subscription request, then the ~~final~~excess ~~manufacturing~~funds ~~steps~~held ofby ~~formulation~~the subscription agent on your behalf will be returned to you, ~~fill~~without interest, ~~finish~~as soon as practicable after the Rights Offering has expired and ~~packing~~all ~~sets~~prorating ~~for~~calculations ~~Alferon~~and Nreductions ~~Injection~~contemplated by the terms of the Rights Offering have been effected, and ~~Ampligen~~we will have no further obligations to you.

~~There~~If ~~are~~you amake ~~limited~~payment ~~number~~ of ~~organizations in~~ the ~~United~~Subscription ~~States~~Price ~~available~~by topersonal ~~provide the final steps in the manufacturing for Alferon N Injection and Ampligen. To formulate~~check, ~~fill,~~your ~~finish~~check ~~and~~may ~~package~~not ~~our~~clear ~~products~~in ~~(“fill~~sufficient ~~and~~time ~~finish”),~~to weenable ~~require~~you anto ~~FDA~~purchase ~~approved~~shares in ~~third~~this ~~party CMO~~Rights Offering.

InAny ~~January~~personal ~~2017,~~check weused ~~approved~~to apay ~~quote~~for ~~and~~shares ~~provided~~of aPreferred ~~purchase~~Stock ~~order~~and ~~with~~Warrants ~~Jubilant~~to ~~HollisterStier~~be ~~LLC~~issued ~~pursuant~~in tothis ~~which~~Rights ~~Jubilant~~Offering ~~manufactured~~must clear prior to ~~batches~~the expiration date of ~~Ampligen~~this ~~for~~Rights usOffering, and the clearing process may require five or more business days. WeIf ~~anticipate,~~you ~~but~~choose ~~cannot~~to ~~assure~~exercise your Subscription Rights, ~~that~~in ~~additional~~whole ~~orders~~or ~~will~~in bepart, ~~placed~~and ~~upon~~to ~~approved~~pay ~~quotes~~for ~~and~~shares ~~purchase orders~~of ~~provided~~Preferred Stock and Warrants by uspersonal tocheck ~~Jubilant.~~and Ifyour check wehas ~~are~~not ~~unable~~cleared prior to ~~place~~the ~~adequate~~expiration ~~acceptable~~date ~~purchase~~of ~~orders~~this ~~with~~Rights ~~Jubilant~~Offering, inyou will not have satisfied the ~~future~~conditions atto ~~acceptable~~exercise your ~~prices~~Subscription ~~upon~~Rights ~~acceptable~~and ~~terms~~will ~~our~~not ~~business~~receive ~~would~~the beshares ~~materially~~of ~~and~~Preferred ~~adversely~~Stock ~~affected.~~and ~~Please~~Warrants ~~see~~you ~~the~~wish ~~prior~~to ~~risk factor~~purchase.

InThe ~~December~~receipt ~~2020,~~of weSubscription ~~added~~Rights ~~Pii~~may be treated as a ~~“Fill~~taxable &distribution ~~Finish” provider~~ to ~~enhance our capacity to produce the drug Ampligen~~you. ~~This addition amplifies our manufacturing capability by providing redundancy and cost savings. The contracts augment our existing fill and finish capacity.~~

~~Should~~We ~~there~~believe bethe andistribution ~~unanticipated~~of ~~delay~~the inSubscription ~~receiving~~Rights ~~new~~in ~~product~~this orRights Offering should webe ~~experience~~a annon-taxable ~~unexpected~~distribution ~~demand~~to ~~for~~holders ~~Ampligen~~of shares of common stock and holders of Participating Securities, ~~our~~under ~~ability~~Section to305(a) ~~supply~~of the Internal Revenue Code of 1986, as amended, or the ~~Ampligen~~Code. ~~most~~Please ~~likely~~see ~~will~~the bediscussion ~~adversely~~under ~~affected~~the heading “Material U.S. IfFederal weIncome ~~are~~Tax ~~unable~~Consequences” tobelow. ~~procure~~This ~~services~~position ~~needed~~is not inbinding ~~the~~on ~~final~~U.S. ~~steps~~Internal inRevenue Service (the ~~manufacturing process~~“IRS”) or the courts, wehowever. ~~may~~If bethis ~~unable~~Rights Offering is deemed to ~~manufacture~~be ~~Alferon~~part Nof ~~Injection~~a ~~and/or~~“disproportionate ~~Ampligen.~~distribution” ~~The~~under ~~costs~~Section ~~and~~305 ~~availability~~of the Code, your receipt of ~~products~~Subscription ~~and~~Rights ~~materials~~in wethis ~~need~~Rights ~~for~~Offering may be treated as the ~~production~~receipt of ~~Ampligen~~a ~~and~~taxable distribution to you equal to the ~~commercial~~fair ~~production~~market value of ~~Alferon~~the NSubscription Rights. ~~Injection~~Any ~~and~~such ~~other~~distribution ~~products~~would ~~which~~be wetreated ~~may~~as ~~commercially~~dividend income to the extent of our current and accumulated earnings and profits, ~~produce~~if ~~are~~any, ~~subject~~with toany ~~fluctuation~~excess ~~depending~~being ontreated as a ~~variety~~return of ~~factors~~capital ~~beyond~~to ~~our~~the ~~control,~~extent ~~including~~thereof ~~competitive~~and ~~factors,~~then ~~changes~~as incapital ~~technology, and~~gain. ~~FDA~~Each ~~and~~holder ~~other~~of ~~governmental~~shares ~~regulations~~of common stock and ~~there~~each ~~can~~holder beof noParticipating ~~assurance~~Securities ~~that~~is weurged ~~will~~to beconsult ~~able~~his, toher ~~obtain~~or ~~such~~its ~~products~~own ~~and~~tax ~~materials~~advisor ~~on terms~~with ~~acceptable~~respect to usthe orparticular tax atconsequences ~~all~~of this Rights Offering.

There is no assurance that, upon success, manufacture of a drug on a limited-scale basis for investigational use would lead to a successful transition to commercial, large-scale production.

Changes in methods of manufacturing, including commercial scale-up, may affect the chemical structure of Ampligen and other RNA drugs, as well as their safety and efficacy. The transition from limited production of pre-clinical and clinical research quantities to production of commercial quantities of our products will involve distinct management and technical challenges, and may require additional management, technical personnel and capital. While we intend to identify a CMO (or CMOs) with a state-of-the-art facility capable of meeting potential increased demand for Ampligen, there can be no assurance that our manufacturing will be successful or that any given product will be determined to be safe and effective, or capable of being manufactured under applicable quality standards, economically, and in commercial quantities, or successfully marketed.

We have limited manufacturing experience for Ampligen and Alferon N Injection. We may not be profitable unless we can produce Ampligen, Alferon N Injection or other products in commercial quantities at costs acceptable to us.

Ampligen has been produced to date in limited quantities for use in our clinical trials, Early Access Program and Expanded Access Program. In addition, in Argentina, Ampligen is still in the process of release testing the product that has already been sent. To be successful, our products must be manufactured in commercial quantities in compliance with regulatory requirements and at acceptable costs. We believe, but cannot assure, that it will not be necessary to increase our current product plans to meet our production obligations. We intend to utilize third-party facilities if and when the need arises. We will need to comply with regulatory requirements for such facilities, including those of the FDA pertaining to cGMP requirements or maintaining our BLA status. There can be no assurance that such facilities can be used, built, or acquired on commercially acceptable terms, or that such facilities, if used, built, or acquired, will be adequate for the production of our proposed products for large-scale commercialization or our long-term needs.

WeProposed ~~have~~legislation ~~never produced Ampligen, Alferon N Injection or any other products~~ in ~~large~~the ~~commercial quantities~~U. ~~We must manufacture our products in compliance with regulatory requirements in large commercial quantities and at acceptable costs in order for us to be profitable~~S. ~~We intend to utilize third-party manufacturers and/or facilities if and when the need arises or~~Congress, ifincluding wechanges ~~are~~in ~~unable to do so, to build or acquire commercial-scale manufacturing facilities~~U. If we cannot manufacture commercial quantities of Ampligen and/or Alferon N Injection or continue to maintain third party agreements for its manufacture at costs acceptable to us, our operations will be significantly affectedS. If ~~and~~tax ~~when the Ampligen NDA is approved~~law, we may ~~need~~adversely toimpact ~~find an additional vendor to manufacture~~ the ~~product~~Company ~~for commercial sales. Also, each production lot of Alferon N Injection is subject to FDA review~~ and ~~approval prior to releasing~~ the ~~lots~~value toof beour ~~sold. This review~~Subscription ~~and approval process could take considerable time~~Rights, ~~which~~shares ~~would~~of ~~delay~~ our ~~having~~common ~~product~~stock inand ~~inventory~~Preferred ~~to sell~~Stock, ~~nor can we provide any assurance as to the receipt of FDA approval of our finished inventory product. There can be no assurances that the Ampligen~~ and~~/or~~ ~~Alferon N Injection can be commercially produced at costs acceptable to us~~Warrants.

~~Risks~~Changes ~~Associated~~to ~~with~~U.S. ~~Our~~tax ~~Licensing/Collaborations/Joint~~laws ~~Ventures~~(which changes may have retroactive application) could adversely affect the Company or holders of our Subscription Rights, shares of our common stock and Preferred Stock, and Warrants. In recent years, many changes to U.S. federal income tax laws have been proposed and made, and additional changes to U.S. federal income tax laws are likely to continue to occur in the future.

IfThe weU.S. ~~are~~Congress ~~unable~~is tocurrently ~~achieve~~considering ~~licensing,~~numerous ~~collaboration~~items ~~and/or~~of ~~joint~~legislation ~~ventures,~~which ~~our~~may ~~marketing~~be ~~strategy~~enacted ~~for~~prospectively ~~Ampligen~~or ~~will~~with beretroactive ~~part~~effect, ~~of the differing~~which ~~health~~legislation ~~care~~could ~~systems~~adversely ~~around~~impact the ~~world~~Company’s ~~along~~financial ~~with~~performance and the ~~different~~value ~~marketing~~of ~~and~~our ~~distribution~~Subscription ~~systems~~Rights, ~~that~~shares ~~are~~of ~~used~~our common tostock ~~supply~~and ~~pharmaceutical products~~Preferred toStock ~~those~~and ~~systems~~Warrants.

WeExercising ~~have received approval of our NDA from ANMAT for commercial sale of rintatolimod (U.S. tradename: Ampligen) in~~ the ~~Argentine~~Subscription ~~Republic for~~Rights ~~the~~limits ~~treatment~~your ofability ~~severe~~to ~~CFS.~~engage ~~The product will be marketed by GP Pharm, our commercial partner~~ in ~~Latin~~certain ~~America.~~hedging Intransactions ~~September~~that ~~2019, we~~could ~~received~~provide ~~clearance~~you ~~from the FDA to ship Ampligen to Argentina for the commercial launch and subsequent sales. We are currently working~~ with GPfinancial ~~Pharma on the commercial launch of Ampligen in Argentina~~benefits. Commercialization in Argentina will require, among other things, GP Pharm to establish disease awareness, medical education, creation of an appropriate reimbursement level, design of marketing strategies and completion of manufacturing preparations for launch.

~~The~~By ~~next~~exercising ~~steps~~the inSubscription ~~the~~Rights, ~~commercial~~you ~~launch~~are ofrepresenting ~~Ampligen~~to ~~include~~us ~~ANMAT~~that ~~conducting~~you ahave ~~final~~not ~~inspection~~entered ofinto ~~the~~any ~~product~~short ~~and~~sale ~~release~~or ~~tests~~similar ~~before~~transaction ~~granting~~with ~~final~~respect ~~approval~~ to ~~begin~~our ~~commercial~~common ~~sales.~~stock ~~This~~since ~~testing~~the ~~and~~Record ~~approval~~Date ~~process~~for isthe ~~currently~~Rights ~~delayed due ANMAT’s internal processes~~Offering. ~~Once~~ ~~final~~This ~~approval~~requirement byprevents ~~ANMAT~~you isfrom ~~obtained,~~pursuing certain GPinvestment ~~Pharm~~strategies ~~will~~that ~~begin~~could ~~distributing~~provide ~~Ampligen~~you ingreater ~~Argentina.~~financial Webenefits ~~continue~~than toyou ~~pursue~~might ~~our~~have ~~Ampligen NDA,~~realized ~~for~~if the ~~treatment~~Subscription ofRights did ~~CFS~~not ~~with~~contain ~~the~~this ~~FDA~~requirement.

~~Risks~~The ~~Associated~~Subscription ~~with~~Rights ~~Our~~are ~~Marketing~~not transferable, and ~~Distribution~~there is no market for the Subscription Rights.

WeYou ~~have~~may ~~limited~~not ~~marketing~~sell, ~~and~~transfer, ~~sales~~assign ~~capability~~or give away your Subscription Rights. IfBecause wethe Subscription Rights are ~~unable~~non-transferable, there is no market or other means for you to ~~obtain~~directly ~~additional~~realize ~~distributors~~any ~~and~~value ~~our~~associated ~~current~~with ~~and~~the ~~future~~Subscription ~~distributors do~~Rights. ~~not~~You ~~market~~must ~~our~~exercise ~~products~~the ~~successfully,~~Subscription Rights weto ~~may~~realize ~~not~~any ~~generate~~potential ~~significant~~value ~~revenues~~from oryour ~~become~~Subscription ~~profitable~~Rights.

WeThere ~~have~~is ~~limited~~no ~~marketing~~public ~~and~~market ~~sales capability. We are dependent upon existing, and possibly future, marketing agreements and third-party distribution agreements~~ for ~~our~~the ~~products~~Preferred inStock ~~order to generate significant revenues and become profitable. As a result, any revenues received by us will be dependent~~ in ~~large~~this ~~part~~Rights ~~on the efforts of third parties, and there is no assurance that these efforts will be successful~~Offering.

~~Our~~There ~~commercialization~~is ~~strategy~~no ~~for~~established ~~Ampligen,~~public iftrading ~~and~~market ~~when~~for itthe isPreferred ~~approved~~Stock, ~~for~~and ~~marketing~~we ~~and~~do ~~sale~~not byexpect ~~the~~one ~~FDA~~to develop. In addition, ~~may~~we ~~include~~do ~~licensing/co-marketing~~not ~~agreements~~intend ~~utilizing~~to ~~the~~apply ~~resources~~for ~~and~~listing ~~capacities~~ of athe ~~strategic~~Preferred ~~partner(s).~~Stock Weon ~~continue~~any tosecurities ~~seek~~exchange aor ~~world-wide~~recognized ~~marketing~~trading ~~partner~~system. ~~with the~~Purchasers ~~goal~~ of ~~having~~the Preferred aStock ~~relationship~~may inbe ~~place~~unable ~~before~~to ~~approval~~resell istheir ~~obtained.~~shares Inof ~~parallel~~Preferred toStock ~~partnering~~or ~~discussions,~~sell ~~appropriate~~them ~~pre-marketing activities~~only ~~will~~at bean ~~undertaken.~~unfavorable Itprice isfor ~~our~~an ~~current~~extended period ~~intention to control manufacturing~~ of ~~Ampligen~~time, onif aat ~~world-wide basis~~all.

~~Our~~Absence ~~commercialization~~of ~~strategy~~a ~~for~~public ~~Alferon~~trading Nmarket ~~Injection~~for ~~may include~~ the ~~utilization~~Warrants ofmay ~~internal~~limit ~~functions~~your ~~and/or~~ability ~~licensing/co-marketing~~to ~~agreements that~~resell ~~would utilize~~ the ~~resources and capacities of one or more strategic partners~~Warrants.

WeThere ~~cannot~~is ~~assure~~no ~~that~~established ~~our~~trading ~~U.S.~~market orfor ~~foreign~~the ~~marketing~~Warrants ~~strategy~~to ~~will~~ be ~~successful~~issued orpursuant ~~that~~to wethis ~~will~~Rights beOffering. ~~able~~While towe ~~establish~~expect ~~future~~to ~~marketing or~~list ~~third-party~~the ~~distribution~~Warrants ~~agreements~~for trading on ~~terms~~the ~~acceptable~~NYSE ~~to us~~American, orthere ~~that~~is ~~the~~no ~~cost~~assurance ofthat ~~establishing~~the ~~these~~Warrants ~~arrangements~~ will ~~not~~be ~~exceed~~listed. ~~any product~~Further, ~~revenues.~~even ~~Our~~if ~~inability~~we toare successful ~~establish~~in ~~viable~~listing ~~marketing~~the ~~and~~Warrants, ~~sales~~there ~~capabilities~~can ~~would~~be ~~most~~no ~~likely~~assurance ~~have~~that a ~~materially~~market ~~adverse~~will ~~effect on us~~develop. ~~There~~Purchasers ~~can~~of the Warrants may be nounable ~~assurances~~to ~~that~~resell the ~~approved~~Warrants ~~Alferon~~or Nsell ~~Injection~~them ~~product~~only ~~will~~at bean ~~returned~~unfavorable toprice ~~prior~~for ~~sales~~an ~~levels~~extended period of time, if at all.

The market price of our common stock may never exceed the exercise price of the Warrants issued in connection with this Rights Offering.

The Warrants being issued in connection with this Rights Offering become exercisable upon issuance and will expire five years from the date of issuance. The market price of our common stock may never exceed the exercise price of the Warrants prior to their date of expiration. Any Warrants not exercised by their date of expiration will expire worthless and we will be under no further obligation to the Warrant holder.

~~Risks~~The ~~Associated~~dealer-manager ~~with~~is ~~Our~~not ~~Competition~~underwriting, nor acting as placement agent of, the Subscription Rights or the securities underlying the Subscription Rights.

~~Rapid~~Maxim ~~technological~~Group ~~change~~LLC ~~may~~is ~~render~~acting as sole dealer-manager for the Rights Offering. As provided in the dealer-manager agreement, the dealer-manager will provide marketing assistance in connection with this Rights Offering. The dealer-manager is not underwriting or placing any of the Subscription Rights or the shares of our ~~products~~Preferred ~~obsolete~~Stock or ~~non~~Warrants being issued in this Rights Offering and is not making any recommendation with respect to such Subscription Rights (including with respect to the exercise or expiration of such Subscription Rights), shares of Preferred Stock or Warrants. The dealer-~~competitive~~manager will not be subject to any liability to us in rendering the services contemplated by the dealer-manager agreement except for any act of bad faith, gross negligence or willful misconduct by the dealer-manager. The Rights Offering may not be successful despite the services of the dealer-manager to us in this Rights Offering.

~~The~~Since ~~pharmaceutical~~the ~~and~~Warrants ~~biotechnology industries~~ are ~~subject~~executory ~~to rapid and substantial technological change. Technological competition from pharmaceutical and biotechnology companies~~contracts, ~~universities,~~they ~~governmental~~may ~~entities and others diversifying into the field is intense and is expected to increase. Most of these entities~~ have ~~significantly greater research and development capabilities than us, as well as substantial marketing, financial and managerial resources, and represent significant competition for us. There can be~~ no ~~assurance~~value ~~that developments~~in bya ~~others~~bankruptcy ~~will not render our products~~ or ~~technologies~~reorganization ~~obsolete or noncompetitive, or that we will be able to keep pace with technological developments~~proceeding.

~~Our~~In ~~products~~the event a bankruptcy or reorganization proceeding is commenced by or against us, a bankruptcy court may behold that any unexercised Warrants are executory contracts that are subject to ~~substantial~~rejection ~~competition~~by us with the approval of the bankruptcy court. As a result, holders of the Warrants may, even if we have sufficient funds, not be entitled to receive any consideration for their Warrants or may receive an amount less than they would be entitled to if they had exercised their Warrants prior to the commencement of any such bankruptcy or reorganization proceeding.

~~Ampligen.~~We Our flagship product, Ampligen, is being evaluated as a potential treatment for COVID-19, myalgic encephalomyelitis/chronic fatigue syndrome (ME/CFS) and COVID-induced CFS symptoms (“Long Haulers”), as well as multiple types of cancers. With regard to COVID-19, multiple global companies are actively working to develop therapies for COVID-19, including several companies which have successfully developed vaccines and treatments. It is possible that these or other companies may beamend ~~developing therapies that are similar to that which we are attempting to develop, and could therefore develop them first. Some of these potential products may have an entirely different approach~~ or ~~means~~modify ofthe ~~accomplishing~~terms similar therapeutic effects to products being developed by us. These competing products may be more effective and less costly than our products. In addition, conventional drug therapy, surgery and other more familiar treatments may offer competition to our products. Furthermore, many of ~~our competitors have significantly greater experience than we do in preclinical testing and human clinical trials of pharmaceutical products and in obtaining FDA, The Health Protection Branch of~~ the ~~Canada~~Rights ~~Department~~Offering ofat ~~National~~any ~~Health~~time ~~and~~prior ~~Welfare~~to (“HPB”) and other regulatory approvals of products. Accordingly, our competitors may succeed in obtaining FDA, HPB or other regulatory product approvals more rapidly than us. There are no drugs approved for U.S. commercial sale for the ~~treatment~~expiration of CFS; standard of care is to focus on symptom relief, such as addressing pain or depression. The dominant competitors with drugs to treat disease indications which we plan to address include Pfizer, GlaxoSmithKline, Merck & Co., Novartis and AstraZeneca. Biotech competitors include Baxter International, Fletcher/CSI, AVANT Immunotherapeutics, AVI BioPharma and Genta. These potential competitors are among the ~~largest~~Rights ~~pharmaceutical~~Offering ~~companies~~ in the world, are well known to the public and the medical community, and have substantially greater financial resources, product development, and manufacturing and marketing capabilities than we have. Although we believe our ~~principal~~sole ~~advantage is the unique mechanism of action of Ampligen on the immune system, we cannot assure that we will be able to compete~~discretion.

~~Alferon~~Our Nboard ~~Injection.~~of ~~Our~~directors ~~competitors~~reserves ~~are among~~ the ~~largest~~right ~~pharmaceutical~~to ~~companies~~amend inor ~~the~~modify ~~world, are well known to~~ the ~~public~~terms ~~and~~of the ~~medical community,~~Rights ~~and~~Offering ~~have~~in ~~substantially~~its ~~greater~~sole ~~financial~~discretion. ~~resources,~~If ~~product~~we ~~development,~~should ~~and~~make ~~manufacturing and marketing capabilities than~~any wefundamental ~~have.~~changes ~~Other~~to ~~pharmaceutical firms offer self-administered topical cream, for~~ the ~~treatment~~terms of ~~external~~the ~~genital~~Rights ~~and~~Offering ~~perianal~~set ~~warts~~forth ~~such as~~in ~~Graceway~~this ~~Pharmaceuticals (Aldara®)~~prospectus, ~~Perrigo~~we ~~Company~~will ~~(Imiquimod~~file ~~Cream~~a post-effective ~~Generic~~amendment ~~Equivalent~~ to ~~Aldara®), Watson Pharma (Condylox®)~~the ~~and~~registration ~~MediGene~~statement ~~(Veregen®).~~in ~~Alferon~~which Nthis ~~Injection~~prospectus ~~also~~is ~~competes~~included, ~~with~~offer ~~surgical,~~potential ~~chemical,~~purchasers ~~and~~who ~~other~~have ~~methods~~subscribed offor ~~treating~~rights ~~genital~~the ~~warts.~~opportunity Weto ~~cannot~~cancel ~~assess~~such ~~the~~subscriptions ~~impact~~and ~~products~~issue ~~developed~~a byrefund ~~our~~of ~~competitors,~~any ormoney ~~advances~~advanced inby ~~other~~such ~~methods~~stockholder ofand ~~the~~recirculate ~~treatment~~an ofupdated ~~genital~~prospectus ~~warts, will~~after ~~have~~the onpost-effective ~~the~~amendment ~~commercial~~is ~~viability~~declared ofeffective ~~Alferon~~by Nthe ~~Injection~~SEC. IfIn ~~and~~addition, ~~when~~upon wesuch ~~obtain~~event, ~~additional~~we ~~approvals~~may ofextend ~~uses~~the expiration date of ~~this~~the ~~product,~~Rights weOffering ~~expect~~ to ~~compete~~allow ~~primarily~~holders onof ~~the~~rights ~~basis~~ample oftime ~~product~~to ~~performance.~~make ~~Our~~new ~~competitors~~investment ~~have~~decisions ~~developed~~and orfor ~~may~~us ~~develop~~to ~~products~~recirculate ~~(containing~~updated ~~either alpha~~documentation. orPromptly ~~beta~~following ~~interferon~~any orsuch ~~other~~occurrence, ~~therapeutic~~we ~~compounds)~~will orissue ~~other~~a ~~treatment~~press ~~modalities~~release ~~for~~announcing ~~those~~any ~~uses.~~changes ~~There~~with ~~can~~respect beto nothe ~~assurance~~Rights ~~that,~~Offering ~~if we~~and ~~are~~the ~~able~~new toexpiration ~~obtain~~date. ~~regulatory~~The ~~approval~~terms of ~~Alferon N Injection for~~ the ~~treatment~~Rights ofOffering ~~new~~cannot ~~indications,~~be wemodified ~~will~~or beamended ~~able~~after tothe ~~achieve~~expiration ~~any~~date ~~significant penetration~~of ~~into~~the ~~those markets~~Rights Offering. InAlthough ~~addition,~~we ~~because~~do ~~certain competitive products are~~ not ~~dependent~~presently onintend ato ~~source~~do ~~of human blood cells~~so, ~~such~~ ~~products~~we may bechoose ~~able~~ to beamend ~~produced~~or inmodify ~~greater~~the ~~volume~~terms ~~and~~of atthe aRights ~~lower~~Offering ~~cost~~for ~~than~~any ~~Alferon N Injection. Currently~~reason, ~~our wholesale price~~ onincluding, awithout ~~per~~limitation, ~~unit~~in ~~basis~~order ofto ~~Alferon~~increase Nparticipation ~~Injection~~in ~~is higher than that of~~ the ~~competitive~~Rights ~~recombinant alpha and beta interferon products~~Offering. ~~Please see~~Such ~~risk~~amendments ~~factor~~or ~~“We~~modifications may ~~not~~include a bechange ~~profitable~~in ~~unless~~the weSubscription ~~can~~Price, ~~protect~~although ~~our~~no ~~patents~~such ~~and/or~~change ~~receive~~is ~~approval~~presently ~~for additional pending patents” above for additional information~~contemplated.

~~Other~~ We ~~companies~~are ~~may~~currently ~~succeed~~not in ~~developing~~compliance ~~products~~with ~~earlier than we do, obtaining approvals for such products from~~ the ~~FDA~~NYSE ~~more~~American ~~rapidly~~continued ~~than we~~listing ~~do, or developing products that are more effective than those we may develop~~requirements. ~~While~~If we ~~will~~are ~~attempt~~unable to ~~expand~~regain ~~our~~compliance ~~technological~~with ~~capabilities~~the inNYSE ~~order~~American’s tolisting ~~remain competitive~~requirements, ~~there~~our ~~can~~securities could be nodelisted, ~~assurance~~which ~~that~~could ~~research~~affect ~~and~~our ~~development~~common bystock ~~others~~market orprice ~~other~~and ~~medical advances will not~~liquidity ~~render~~and reduce our ~~technology~~ability ~~or products obsolete or non-competitive or result in treatments or cures superior~~ to ~~any~~raise ~~therapy we develop~~capital.

We are not currently in compliance with the NYSE American’s stockholders’ equity rule because our stockholders’ equity is less than the required minimum of $6,000,000. Pursuant to the letter from the NYSE American informing us of this non-compliance, we submitted a Plan to the NYSE American illustrating how we can regain compliance by June 11, 2026. On February 26, 2025, the NYSE American accepted our Plan to regain compliance by June 11, 2026. As of September 30, 2025, our stockholders’ deficit was approximately negative $6.1 million. We must increase our stockholders’ equity to be at least $6 million to regain compliance with this rule. If we are not able to raise sufficient capital in this offering and by other means, we may be unable to regain compliance with the NYSE American’s listing standards and our securities could be subject to delisting. We intend to take all reasonable measures available to regain compliance under the NYSE American’s listing rules and remain listed on the NYSE American. We and holders of our securities could be materially adversely impacted if our securities are delisted from the NYSE American. In particular:

	●	we may be unable to raise equity capital on acceptable terms or at all;
	●	the price of our common stock will likely decrease as a result of the loss of market efficiencies associated with the NYSE American and the loss of federal preemption of state securities laws;
	●	holders may be unable to sell or purchase our securities when they wish to do so;
	●	we may become subject to stockholder litigation;
	●	we may lose the interest of institutional investors in our common stock;
	●	we may lose media and analyst coverage;
	●	our common stock could be considered a “penny stock,” which would likely limit the level of trading activity in the secondary market for our common stock; and
	●	we would likely lose any active trading market for our common stock, as it may only be traded on one of the over-the-counter markets, if at all.

If we are not able to comply with the applicable continued listing requirements or standards of the NYSE American, our common stock could be delisted from the NYSE American.

Our common stock is listed on the NYSE American. In order to maintain this listing, we must maintain a certain share price, financial and share distribution targets, including maintaining a minimum amount of stockholders’ equity and a minimum number of public stockholders. In addition to these objective standards, the NYSE American may delist the securities of any issuer (i) if, in its opinion, the issuer’s financial condition and/or operating results appear unsatisfactory; (ii) if it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to make continued listing on the NYSE American inadvisable; (iii) if the issuer sells or disposes of principal operating assets or ceases to be an operating company; (iv) if an issuer fails to comply with the NYSE American’s listing requirements; (v) if an issuer’s securities sell at what the NYSE American considers a “low selling price” which the NYSE American generally considers $0.10 per share, the NYSE American may suspend trading of the common stock, or (vi) if any other event occurs or any condition exists which makes continued listing on the NYSE American, in its opinion, inadvisable. There are no assurances how the market price of the common stock will be impacted in future periods as a result of the general uncertainties in the capital markets and of any specific impact on our company as a result of the recent volatility in the capital markets.

In the event that our common stock is delisted from the NYSE American and is not eligible for quotation on another market or NYSE American, trading of our common stock could be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities, such as the Pink Sheets or the OTC Markets. In such event, investors may face material adverse consequences, including, but not limited to, a lack of trading market for the common stock, reduced liquidity and market price of the common stock, decreased analyst coverage of the common stock, and an inability for us to obtain any additional financing to fund our operations that we may need.

If the common stock is delisted, the common stock may be subject to the so-called “penny stock” rules. The SEC has adopted regulations that define a penny stock to be any equity security that has a market price per share of less than $5.00, subject to certain exceptions, such as any securities listed on a national securities NYSE American. For any transaction involving a penny stock, unless exempt, the rules impose additional sales practice requirements and burdens on broker-dealers (subject to certain exceptions) and could discourage broker-dealers from effecting transactions in our stock, further limiting the liquidity of our shares, and an investor may find it more difficult to acquire or dispose of the common stock on the secondary market.

Risks Related to Our Business

Investors should carefully consider the risks and uncertainties and all other information contained or incorporated by reference in this prospectus, including the risks and uncertainties discussed under “Risk Factors” in our most recent Annual Report on Form 10-K, as may be amended from time to time, and in subsequent filings that are incorporated herein by reference. All these risk factors are incorporated by reference herein in their entirety. These risks and uncertainties are not the only ones facing us. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. This prospectus and the incorporated documents also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned in this prospectus.

~~CAUTIONARY NOTE REGARDING~~ FORWARD-LOOKING STATEMENTS

~~STATEMENTS~~This ~~AND~~prospectus ~~SUMMARY~~including ~~RISK~~reports ~~FACTORS~~and other documents incorporated by reference include “forward-looking statements,” as such term is used within the meaning of the Private Securities Litigation Reform Act of 1995. These “forward-looking statements” are not based on historical fact and involve assessments of certain risks, developments, and uncertainties in our business looking to the future. Such forward-looking statements can be identified by the use of terminology such as “may”, “will”, “should”, “expect”, “anticipate”, “estimate”, “intend”, “continue”, or “believe”, or the negatives or other variations of these terms or comparable terminology. Forward-looking statements may include projections, forecasts, or estimates of future performance and developments. Forward-looking statements contained in this prospectus are based upon assumptions and assessments that we believe to be reasonable as of the date of this prospectus. Whether those assumptions and assessments will be realized will be determined by future factors, developments, and events, which are difficult to predict and may be beyond our control. Actual results, factors, developments, and events may differ materially from those we assumed and assessed. Risks, uncertainties, contingencies and developments, including those identified in the “Risk Factors” section of this prospectus, in our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other filings we make with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, could cause our future operating results to differ materially from those set forth in any forward-looking statement. There can be no assurance that any such forward-looking statement, projection, forecast or estimate contained can be realized or that actual returns, results, or business prospects will not differ materially from those set forth in any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments.

This ~~registration statement and the~~ prospectus include “forward-looking statements,” as such term is used within the meaning of the Private Securities Litigation Reform Act of 1995. These “forward-looking statements” are not based on historical fact and ~~involve assessments of certain risks, developments, and uncertainties in our business looking to~~ the ~~future.~~documents ~~Such forward-looking~~incorporated ~~statements~~herein ~~can be identified~~ by ~~the~~reference ~~use~~also ofrefer ~~terminology~~to ~~such~~estimates asand ~~“may”, “will”, “should”, “expect”, “anticipate”, “estimate”, “intend”, “continue”, or “believe”, or the negatives or~~ other ~~variations~~statistical ofdata ~~these~~made ~~terms~~by ~~or comparable terminology. Forward-looking statements may include projections, forecasts,~~independent orparties ~~estimates of future performance~~ and ~~developments.~~by ~~Forward-looking~~us ~~statements~~relating ~~contained~~to inmarket ~~this~~size ~~registration statement~~ and ~~the prospectus~~growth ~~are based upon assumptions~~ and ~~assessments~~other ~~that~~data weabout ~~believe~~our toindustry. beThis ~~reasonable~~data asinvolves ofa ~~the~~number ~~date~~ of ~~this registration statement and the prospectus. Whether those~~ assumptions and ~~assessments will be realized will be determined by future factors,~~ ~~developments~~limitations, and ~~events,~~you ~~which~~ are ~~difficult~~cautioned not to ~~predict~~give ~~and~~undue ~~may~~weight beto ~~beyond~~such ~~our control~~estimates. ~~Actual~~In ~~results~~addition, ~~factors~~projections, ~~developments,~~assumptions and ~~events may~~estimates ~~differ materially from those we assumed and assessed. Risks, uncertainties, contingencies and developments, including those identified in the “Risk Factors” section~~ of ~~this registration statement and prospectus and in~~ our ~~most~~future ~~recent~~performance ~~Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q~~ and ~~other filings we make with~~ the ~~SEC~~future ~~pursuant~~performance ~~to Section 13(a), 13(c), 14 or 15(d)~~ of the ~~Securities~~markets ~~Exchange Act of 1934, as amended (the “Exchange Act”), could cause our future operating results to differ materially from those set forth~~ in ~~any~~which ~~forward-looking~~we ~~statement.~~operate There can be no assurance that any such forward-looking statement, projection, forecast or estimate contained can be realized or that actual returns, results, or business prospects will not differ materially from those set forth in any forward-looking statement. Given these uncertainties, readers are ~~cautioned~~necessarily ~~not~~subject to ~~place~~a ~~undue~~high ~~reliance~~degree ~~on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the results~~ of ~~any revisions~~uncertainty toand ~~any of the forward-looking statements contained herein to reflect future results, events or developments~~risk.

SUMMARY RISK FACTORS

Risks Related to This Offering and Ownership of Our Securities

● This is a reasonable best efforts offering, with no minimum amount of securities required to be sold, and we may sell fewer than all of the securities offered hereby. ● Investors in this offering will experience immediate and substantial dilution in the book value of their investment. ● Our management will have broad discretion over the use of the proceeds we receive in this offering and might not apply the proceeds in ways that increase the value of your investment. ● We have a history of losses, expect to continue to incur losses in the near term and may not achieve or sustain profitability in the future, and as a result, there is a substantial doubt about our ability to continue as a going concern. ● We are currently not in compliance with the Exchange continued listing requirements. If we are unable to regain compliance with the Exchange’s listing requirements, our securities could be delisted, which could affect our common stock market price and liquidity and reduce our ability to raise capital. ● We may seek to raise additional funds or develop strategic relationships by issuing securities that would dilute your ownership. Depending on the terms available to us, if these activities result in significant dilution, it may negatively impact the trading price of our common stock. ● The warrants and the Pre-Funded Warrants are speculative in nature and there is not expected to be an active trading market for the warrants. ● Holders of the warrants or Pre-Funded Warrants will have no rights as a common stockholder until they acquire our common stock. ● Provisions of the warrants could discourage an acquisition of us by a third party. ● A possible “short squeeze” due to a sudden increase in demand of our shares of common stock that largely exceeds supply may lead to price volatility in our shares of common stock. ● An active, liquid and orderly trading market for our common stock may not develop, the price of our stock may be volatile, and you could lose all or part of your investment. ● This offering may cause the trading price of our common stock to decrease. ● If our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares. ● If we were to dissolve, the holders of our securities may lose all or substantial amounts of their investments. ● If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our securities adversely, our stock price and trading volume could decline. ● In making your investment decision, you should understand that we and the placement agent have not authorized any other party to provide you with information concerning us or this offering. ● Purchasers who purchase our securities in this offering pursuant to a securities purchase agreement may have rights not available to purchasers that purchase without the benefit of a securities purchase agreement. ● Our business, financial condition and operating results could be negatively affected as a result of actions by activist investors.

General Risk Related to Our Business

● We may require additional financing which may not be available. ● We may continue to incur substantial losses and our future profitability is uncertain. ● Our drug and related technologies are investigational and subject to regulatory approval. If we are unable to obtain regulatory approval in a timely manner, or at all, our operations will be materially harmed and our stock adversely affected. ● We may be subject to product liability claims from the use of Ampligen, Alferon N Injection, or other of our products which could negatively affect our future operations. We have limited product liability and clinical trial insurance. ● Uncertainty of health care reimbursement for our products. ● There are risks of liabilities associated with handling and disposing of hazardous materials. ● We rely upon information technology and any failure, inadequacy, interruption, or security lapse of that technology, including any cybersecurity incidents, could harm our ability to operate our business effectively. ● The loss of services of key personnel could hurt our chances for success. ● GAAP requires estimates, judgements and assumptions which inherently contain uncertainties. ● We currently, and may in the future, have assets held at financial institutions that may exceed the insurance coverage offered by the Federal Deposit Insurance Corporation, and the loss of such assets would have a severe negative affect on our operations and liquidity.

Risks Associated with Our Products

● The development of Ampligen is subject to significant risks. ● The development of Alferon N Injection is subject to significant risks. ● Possible side effects from the use of Ampligen or Alferon N Injection could adversely affect potential revenues and physician/patient acceptability of our product.

Risks Related to Our Activities Associated with Ampligen’s Potential Effectiveness as a Treatment for COVID-19 or Post-Covid Conditions

	●	It is not possible to predict the future of COVID-19, and related Post-COVID Conditions, as a global public health threat or the development of related therapies. No assurance can be given that Ampligen will aid in or be applied to the treatment of this virus.
	●	Operating in foreign countries carries with it many risks.

Risks Associated with Our Intellectual Property

● We may not be profitable unless we can protect our patents and/or receive approval for additional pending patents. ● The patent position of biotechnology and pharmaceutical firms is highly uncertain and involves complex legal and factual questions. ● There can be no assurance that we will be able to obtain necessary licenses if we cannot enforce patent rights we may hold. In addition, the failure of third parties from whom we currently license certain proprietary information or from whom we may be required to obtain such licenses in the future, to adequately enforce their rights to such proprietary information, could adversely affect the value of such licenses to us. ● There is no guarantee that our trade secrets will not be disclosed or known by our competitors.

Risks Associated with Our R&D

● We cannot predict what additional studies and/or additional testing or information may be required by the FDA. Accordingly, we are unable to estimate the nature, timing, costs and necessary efforts to complete these projects nor the anticipated completion dates. In addition, we have no basis for estimating when material net cash inflows may commence. We have yet to generate significant revenues from the sale of these developmental products.

Risks Associated with Our Manufacturing

● Our Alferon N Injection Commercial Sales were halted due to lack of finished goods inventory. If we are unable to gain the necessary FDA approvals related to Alferon N Injection, or if we are unable to identify a CMO or CMOs that meet our requirements, then our operations would most likely be materially and/or adversely affected. ● There are no long-term agreements with suppliers of required materials and services for Ampligen and there are a limited number of raw material suppliers. If we are unable to obtain the required raw materials and/or services, we may not be able to manufacture Ampligen. ● There are limited number of organizations in the United States available to provide the final manufacturing steps of formulation, fill, finish and packing sets for Alferon N Injection and Ampligen. ● There is no assurance that, upon success, manufacture of a drug on a limited-scale basis for investigational use would lead to a successful transition to commercial, large-scale production. ● We have limited manufacturing experience for Ampligen and Alferon N Injection. We may not be profitable unless we can produce Ampligen, Alferon N Injection or other products in commercial quantities at costs acceptable to us.

Risks Associated with Our Licensing/Collaborations/Joint Ventures

● If we are unable to achieve licensing, collaboration and/or joint ventures, our marketing strategy for Ampligen will be part of the differing health care systems around the world along with the different marketing and distribution systems that are used to supply pharmaceutical products to those systems.

Risks Associated with Our Marketing and Distribution

● We have limited marketing and sales capability. If we are unable to obtain additional distributors and our current and future distributors do not market our products successfully, we may not generate significant revenues or become profitable.

Risks Associated with Our Competition

● Rapid technological change may render our products obsolete or non-competitive. ● Our products may be subject to substantial competition.

Risks Associated with an Investment in Our Common Stock

● The market price of our stock may be adversely affected by market volatility. ● Sales of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress the market price of our common stock. ● Provisions of our Certificate of Incorporation and Delaware law could defer a change of our Management, which could discourage or delay offers to acquire us. ● Our business, financial condition and operating results could be negatively affected as a result of actions by activist investors.

USE OF PROCEEDS

WeAssuming ~~estimate~~ that the net proceeds from this offering will be approximately $~ million (assuming no issuance of Pre-Funded Warrants), after deducting placement agent fees and estimated offering expenses payable by us. However, because this is a reasonable best efforts offering with no minimum number of securities or amount of proceeds as a condition to closing, the actual offering amount, placement agent fees and net proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus, and we may not sell all orUnits ~~any of the securities we~~ are ~~offering.~~subscribed Asfor ~~a result, we may receive significantly less~~ in ~~net proceeds. Based on~~ the ~~assumed~~Rights ~~offering price set forth above~~Offering, we estimate that ~~our~~the net proceeds from the ~~sale~~Rights ofOffering ~~75%,~~will ~~50%~~be orapproximately ~~25%~~$10.9 ofmillion, ~~the~~after ~~Units~~deducting ~~offered~~expenses inrelating to this Rights offering ~~would~~payable beby ~~approximately~~us $~estimated ~~million,~~at $~approximately ~~million and~~ $~ million, ~~respectively,~~including ~~after~~dealer-manager ~~deducting placement~~fees ~~agent~~and ~~fees~~expenses and ~~estimated~~excluding ~~offering~~any ~~expenses~~proceeds ~~payable~~received byupon usexercise of any Warrants.

AWe intend ~~$0.5~~to ~~increase~~use ~~(decrease) in~~the net proceeds from the ~~assumed~~exercise ~~public~~of ~~offering~~Subscription ~~price~~Rights for general corporate purposes, which may include research and development expenses, capital expenditures, working capital and general and administrative expenses, general accounts payable and potential acquisitions of $~or ~~per~~investments ~~Unit~~in businesses, ~~would~~products ~~increase~~and ~~(decrease)~~technologies that complement our business, although we have no present commitments or agreements to make any such acquisitions or investments as of the date of this prospectus. We intend to allocate a portion of the net proceeds to usrepay, ~~from~~according ~~this~~to ~~offering~~their byterms, ~~approximately~~certain existing debt obligations. All repayments will be made in compliance with the terms of the financing agreements. There are two financing agreements. Both are unsecured notes originally in the amount of approximately $~3.3 million each (inclusive of OID and investor legal fees of approximately $801 thousand). We are required to make monthly payments of up to $250 thousand for each. In addition, ~~assuming~~one requires us to repay from the ~~number~~proceeds of ~~Units~~any ~~offered~~future byfinancings ~~us,~~the aslesser ~~set~~of ~~forth~~12.5% onof the ~~cover~~amount ~~page~~raised in such transaction or the balance of ~~this~~the ~~prospectus,~~amount ~~remains~~due under the ~~same~~financing ~~and~~agreement. ~~after~~Approximately $2 million may be used to manufacture additional Ampligen to create drug reserve to support a Phase ~~deducting~~3 ~~placement~~trial ~~agent~~in ~~fees~~advanced pancreatic cancer.

We ~~currently~~expect to use any proceeds we receive from the exercise of Warrants for substantially the same purposes and in substantially the same manner. Pending these uses, we intend to invest the funds in short-term, investment-grade, interest-bearing securities. It is possible that, pending their use, we may invest the net proceeds ofin ~~this~~a ~~offering~~way asthat ~~follows:~~does not yield a favorable, or any, return for us.

●Our management ~~bolster~~will ~~our~~have ~~clinical~~broad ~~programs;~~discretion ●as ~~for~~to ~~manufacturing~~the ~~costs;~~allocation ●of ~~possibly~~the ~~settling~~net ~~certain~~proceeds ~~legal~~from ~~expenses~~this upRights toOffering ~~about~~and ~~$~;~~could ~~and~~use ●them ~~the~~for purposes ~~remainder~~other asthan ~~working~~those ~~capital~~contemplated ~~and~~at ~~for~~the ~~general~~time ~~corporate~~of ~~purposes~~commencement of this Rights Offering.

The actual allocation of proceeds realized from this offering will depend upon our operating revenue, cash position, our working capital requirements. We cannot currently allocate specific percentages of the net proceeds to us from this offering that we may use for these purposes. Therefore, as of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering. Accordingly, we will have discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the proceeds of this offering. Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities.21

DILUTION

Purchasers of Units in the Rights Offering will experience an immediate dilution of the net tangible book value per share of our common stock. Our net tangible book value as of September 30, 2025 was approximately negative $8,117,686, or negative $2.94 per share of our common stock (based upon 2,764,188 shares of our common stock outstanding on September 30, 2025). Net tangible book value per share is equal to our total tangible assets less our total liabilities, divided by the number of shares of our outstanding common stock.

Dilution per share of common stock equals the difference between the amount paid by purchasers of Units in the Rights Offering (ascribing no value to the Warrants contained in the Units) and the net tangible book value per share of our common stock immediately after the Rights Offering.

Based on the sale by us in this Rights Offering of a maximum of Units at the Subscription Price of $1,000 per Unit (assuming no conversion of the Preferred Stock and no exercise of the Warrants), and after deducting estimated offering expenses and dealer-manager fees and expenses payable by us, our pro forma net tangible book value as of September 30, 2025 would have been approximately $ million, or $ per share. This represents an immediate increase in pro forma net tangible book value to existing stockholders of $ per share and an immediate dilution to purchasers in the Rights Offering of $ per share. The following table illustrates this per-share dilution:

Subscription Price	$	1,000.00
Net tangible book value per share as of September 30, 2025	$	2.94
Increase in net tangible book value per share attributable to Rights Offering	$
Pro forma net tangible book value per share as of September 30, 2025, after giving effect to Rights Offering	$
Dilution in net tangible book value per share to purchasers in the Rights Offering	$

The information above is as of September 30, 2025 and excludes:

	●	1,175 shares of our common stock issuable upon exercise of outstanding options granted under our 2009 equity incentive plan at a weighted average exercise price of $1,753.51 per share; and 28,138 shares of our common stock issuable upon exercise of outstanding options granted under our 2018 equity incentive plan at a weighted average exercise price of $153.70 per share;

	●	19,915 shares of our common stock available for issuance or future grant pursuant to our 2018 equity incentive plan;

	●	3,600 shares of our common stock issuable upon exercise of outstanding options granted to our consultant, Azenova, LLC at a weighted average exercise price of $46.00 per share;

	●	112,819 shares of our common stock issuable upon exercise of outstanding A and B warrants issued to an accredited investor at a weighted average exercise price of $36.30 per share;

	●	93,061 shares of our common stock issuable upon exercise of outstanding C and D warrants issued to the accredited investor in an offering at a weighted average exercise price of $28.00 per share;

~~CAPITALIZATION~~MARKET PRICE AND DIVIDEND POLICY

~~The~~Our ~~following~~shares ~~table~~of ~~sets~~common ~~forth~~stock ~~our~~are ~~capitalization~~currently asquoted ofon ~~September~~the 30NYSE American under the symbol “AIM”. On December 1, ~~2024~~2025, the aslast ~~follows:~~reported sales price of our common stock on the NYSE American was $1.55.

	●	on an actual basis; and
	●	on an as adjusted basis to reflect the issuance and sale by us of ~ Units in this offering at the assumed public offering price of $0.~ per Unit (assuming no issuance of Pre-Funded Warrants), after deducting placement agent fees and estimated offering expenses payable by us and the receipt by us of the proceeds of such sale and assuming no exercise of any outstanding warrants to purchase shares of common stock.

Holders of Record

~~The~~As ~~information~~of ~~below~~December is1, ~~illustrative~~2025, ~~only.~~we ~~Our~~had ~~capitalization~~approximately ~~following~~23 ~~the~~holders ~~closing~~ of ~~this~~record ~~offering~~of ~~will~~our ~~change~~common ~~based~~stock. onBecause ~~the~~many ~~actual~~of ~~public offering~~our ~~price~~shares ~~and other terms~~ of ~~this~~common stock ~~offering~~are ~~determined~~held atby ~~pricing.~~brokers ~~You~~and ~~should~~other ~~read~~institutions ~~this~~on ~~table~~behalf inof ~~conjunction~~stockholders, ~~with~~this ~~“Management’s Discussion~~number ~~and~~is ~~Analysis~~not indicative of ~~Financial~~the ~~Condition~~total ~~and~~number ~~Results~~ of ~~Operations”~~stockholders represented ~~and~~by ~~the~~these ~~financial~~stockholders ~~statements~~of ~~and related notes included herein~~record.

	As of September 30, 2024
	Unaudited,			Unaudited, As
(In thousands)	Actual			Adjusted
Cash, Cash Equivalents and Marketable securities	$	7,202
Short-term debt, net of discounts		2,593			2,593
Long-term debt, net of discounts		139			139
Stockholders’ Equity
Common stock ($0.001 par value, 350,000,000 shares authorized, 58,668,647 shares outstanding as of September 30, 2024; ~ shares outstanding on an as adjusted basis)		59			59
Additional paid in capital		423,714
Accumulated Deficit		(420,861	)
Total stockholders’ (deficit) equity		2,912
Total capitalization	$	5,644

Dividends

~~The~~We ~~number~~have ofnot ~~shares~~declared ofor ~~our~~paid ~~common~~dividends ~~stock~~to ~~outstanding~~stockholders ~~set~~since ~~forth~~inception and do not plan to pay cash dividends in the ~~table~~foreseeable ~~above~~future. We ~~excludes~~currently ~~(vested~~intend ~~and~~to ~~unvested)~~retain earnings, asif ofany, ~~September~~to ~~30,~~finance ~~2024:~~ our growth.

●Issuer Purchases ~~118,500 shares~~ of ~~our~~Equity common stock issuable upon exercise of outstanding options granted under our 2009 equity incentive plan at a weighted average exercise price of $18.57 per share; and 2,747,474 shares of our common stock issuable upon exercise of outstanding options granted under our 2018 equity incentive plan at a weighted average exercise price of $1.54 per share; ● 1,474,482 shares of our common stock available for issuance or future grant pursuant to our 2018 equity incentive plan; ● 360,000 shares of our common stock issuable upon exercise of outstanding options granted to our consultant, Azenova, at a weighted average exercise price of $0.46 per share; and ● 11,281,916 shares of our common stock issuable upon exercise of outstanding warrants issued to a selling stockholder in a prior offering at a weighted average exercise price of $0.363 per share.Securities

None.

~~DILUTION~~THE RIGHTS OFFERING

IfThe ~~you~~Subscription invest in our Units in this offering, your investment will be immediately and substantially diluted to the extent of the difference between the public offering price per share of our common stock that is part of the Unit and the as adjusted net tangible book value per share of our common stock after giving effect to the offering.Rights

~~Our~~We ~~net~~are ~~tangible~~distributing ~~book~~to ~~value~~the ~~(deficit)~~record asholders of ~~September~~our 30common stock and Participating Securities, ~~2024~~at ~~was~~no $~charge, ornon-transferable ~~approximately~~Subscription Rights to purchase one Unit at a Subscription Price of $~~0.~~~1,000 per ~~share~~Unit. ~~Net~~Each ~~tangible~~Basic ~~book~~Subscription ~~value~~Right ~~per~~will entitle you to purchase one share of our Preferred Stock and Warrants. ~~represents~~Each Warrant will be exercisable for one share of our ~~total~~common ~~tangible~~stock ~~assets~~at ~~less~~an ~~total~~exercise ~~liabilities,~~price ~~divided~~of by$ per share from the ~~number~~date of ~~shares~~issuance through the expiration five years from the date of issuance. Each record holder of our common stock ~~outstanding~~and Participating Securities will receive one Subscription Right for every share of our common stock (including each share of common stock issuable upon exercise of Participating Securities) owned by such record holder as of the Record Date. Each Subscription Right entitles the record holder to a Basic Subscription Right and an Over-Subscription Privilege.

AsBasic ~~adjusted~~Subscription net tangible book value dilution per share of common stock to new investors represents the difference between the amount per share of common stock that is part of the Unit paid by investors in the offering and the net tangible book value per share of common stock immediately after completion of the offering. After giving effect to the offering and our sale of the Units in the offering at an assumed public offering price of $0.~ per Unit, and after deduction of placement agent fees from gross proceeds raised in the offering and estimated offering expenses payable by us and assuming repayment in full of the Sament note, our as adjusted net tangible book value as of September 30, 2024 would have been $~ million, or $0.~ per share of common stock. This represents an immediate increase in net tangible book value of $0.~ per share of common stock to existing stockholders and an immediate dilution in net tangible book value of $0.~ per share of common stock to investors of the offering, as illustrated in the following table, based on shares outstanding as of September 30, 2024.Rights

~~The~~Your ~~information~~Basic ~~below~~Subscription isRights ~~illustrative~~will ~~only.~~entitle ~~The~~you ~~dilution~~to ~~caused~~purchase byUnits, ~~this~~each ~~offering~~comprised ~~will~~of ~~change~~one ~~based~~share onof ~~the~~our ~~actual~~Preferred ~~public~~Stock ~~offering~~and Warrants. ~~price~~For example, ~~and~~if ~~other~~you ~~terms~~owned 100 shares of ~~this~~common ~~offering~~stock ~~determined~~as atof ~~pricing.~~the ~~You~~Record ~~should~~Date, ~~read~~you ~~this~~will ~~table~~receive in100 ~~conjunction~~Subscription ~~with~~Rights ~~“Management’s~~and will have the right to purchase ~~Discussion~~100 shares of our Preferred Stock and ~~Analysis~~Warrants to purchase shares of ~~Financial~~our ~~Condition~~common ~~and~~stock ~~Results~~for $1,000 per Unit, or a total payment of ~~Operations”~~$100,000. You ~~and~~may ~~the~~exercise ~~financial~~all ~~statements~~or ~~and~~a ~~related~~portion ~~notes~~of ~~included~~your Basic Subscription Rights, or you may choose not to exercise any of your Basic Subscription ~~herein~~Rights. If you do not exercise your Basic Subscription Rights in full, you will not be entitled to exercise your Over-Subscription Privilege.

Assumed offering price per share of common stock (attributing no value to warrants)			$	0.~
Actual net tangible book value per share of common stock before this offering(1)	$	0.~
Increase (decrease) in net tangible book value per share attributable to new investors(2)	$	0.~
Net tangible book value per share after this offering(3)			$	0.~
Immediate dilution in net tangible book value per share to new investors			$	0.~

Additionally, sufficient Units may not be available to honor your Basic Subscription Right in full. While we are distributing one Subscription Right for every share of common stock owned or deemed owned on the Record Date, we are only seeking to raise $12 million dollars in gross proceeds in this Rights Offering. As a result, based on (1) 2,938,681 shares of common stock outstanding and (2) 1,035,735 shares issuable upon exercise of Participating Securities, we would grant Subscription Rights to acquire Units but will only accept subscriptions for 12,000 Units.

(1)	Determined by dividing (i) net tangible book value (total assets less intangible assets) less total liabilities by (ii) the total number of shares of common stock issued and outstanding prior to the offering.
(2)	Represents the difference between (i) as adjusted net tangible book value per share after this offering and (ii) net tangible book value per share as of September 30, 2024.
(3)	Determined by dividing (i) as adjusted net tangible book value, which is our net tangible book value plus the cash proceeds of this offering, after deducting the estimated offering expenses payable by us, by (ii) the total number of shares of common stock to be outstanding following this offering.

If exercises of Basic Subscription Rights exceed the number of Units available in the Rights Offering, we will allocate the available Units pro-rata among the record holders exercising the Basic Subscription Rights in proportion to the number of shares of our common stock each of those record holders owned or were deemed to own on the record date, relative to the number of shares owned or deemed owned on the record date by all record holders exercising the Basic Subscription Right. If this pro-rata allocation results in any record holders receiving a greater number of Units than the record holder subscribed for pursuant to the exercise of the Basic Subscription Rights, then such record holder will be allocated only that number of Units for which the record holder subscribed, and the remaining Units will be allocated among all other record holders exercising their Basic Subscription Rights on the same pro rata basis described above. The proration process will be repeated until all shares have been allocated.

~~Each~~If for ~~$0.5~~any ~~increase~~reason ~~(decrease) in~~ the ~~assumed~~number ~~public~~of ~~offering~~Units ~~price~~allocated ofto $~you ~~per~~is ~~Unit~~less ~~would~~than ~~increase~~you ~~(decrease)~~have ~~the~~subscribed ~~net~~for, ~~tangible~~then ~~book~~the ~~value~~excess ~~per~~funds ~~share~~held ~~after~~by ~~this~~the ~~offering~~subscription byagent $~on ~~per~~your ~~share~~behalf ~~and~~will ~~the~~be ~~dilution~~returned to ~~new~~you, ~~investors~~without ~~purchasing~~interest, ~~Units~~as insoon ~~this~~as ~~offering~~practicable byafter $~the ~~per~~Rights ~~share,~~Offering ~~assuming~~has ~~the~~expired ~~number~~and ~~of Units offered~~all byprorating ~~us,~~calculations asand ~~set~~reductions ~~forth~~contemplated onby the ~~cover~~terms ~~page~~ of ~~this~~the ~~prospectus,~~Rights ~~remains~~Offering ~~the~~have ~~same~~been effected, and ~~after~~we ~~deducting~~will ~~placement~~have ~~agent~~no ~~fees and estimated offering~~further ~~expenses~~obligations ~~payable~~to ~~by us~~you.

If we only sell 75%, 50% or 25% of the maximum offering amount, our net tangible book value per share after this offering would be $~, $~ or $~, respectively, and the immediate dilution in net tangible book value per share to new investors purchasing Units in this offering would be $~, $~ or $~, respectively, assuming no Pre-Funded Warrants are issued and no warrants are exercised, and after deducting placement agent fees and estimated offering expenses payable by us.

The information discussed above is illustrative only and will adjust based on the actual public offering price, the actual number of Units that we offer in this offering, and other terms of this offering determined at the time of pricing. The foregoing discussion and table assume no issuance of Pre-Funded Warrants, which if sold, would reduce the number of Units that we are offering on a one-for-one basis. In addition, we may choose to raise additional capital due to market conditions or strategic considerations. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

The number of shares of our common stock outstanding set forth in the table above excludes (vested and unvested), as of September 30, 2024:

● 118,500 shares of our Common Stock issuable upon exercise of outstanding options granted under our 2009 equity incentive plan at a weighted average exercise price of $18.57 per share; and 2,747,474 shares of our Common Stock issuable upon exercise of outstanding options granted under our 2018 equity incentive plan at a weighted average exercise price of $1.54 per share; ● 1,474,482 shares of our Common Stock available for issuance or future grant pursuant to our equity incentive plan; ● 360,000 shares of our Common Stock issuable upon exercise of outstanding options granted to our consultant, Azenova, at a weighted average exercise price of $0.46 per share; and ● 11,281,916 shares of our Common Stock issuable upon exercise of outstanding warrants issued to the Selling Stockholder in a prior offering at a weighted average exercise price of $0.363 per share.

~~MANAGEMENT’S~~Over-Subscription ~~DISCUSSION AND ANALYSIS OF FINANCIAL~~Privilege

~~CONDITION~~If ~~AND~~you ~~RESULTS~~exercise OFyour ~~OPERATIONS~~Basic Subscription Rights in full, you may also choose to exercise your Over-Subscription Privilege. Subject to proration and the limitations described in this prospectus, we will seek to honor the Over-Subscription Requests in full. If Over-Subscription Requests exceed the number of Units available, however, we will allocate the available Units pro rata among the common stock and eligible Participating Securities holders as of the Record Date exercising the Over-Subscription Privilege in proportion to the number of shares of our common stock (including each share of common stock issuable upon exercise of Participating Securities) each of those stockholders and/or securities holders owned on the Record Date, relative to the number of shares owned on the Record Date by all stockholders and securities holders as of the Record Date exercising the Over-Subscription Privilege. If this pro rata allocation results in any stockholder or securities holder receiving a greater number of Units than the record holder subscribed for pursuant to the exercise of the Over-Subscription Privilege, then such record holder will be allocated only that number of Units for which the record holder oversubscribed, and the remaining Units will be allocated among all other stockholders or securities holders exercising the Over-Subscription Privilege on the same pro rata basis described above. The proration process will be repeated until all Units have been allocated. Broadridge, the subscription agent for the Rights Offering, will determine the over-subscription allocation based on the formula described above.

~~Fair~~To ~~Value~~the extent the aggregate subscription payment of the actual number of unsubscribed Units available to you pursuant to the Over-Subscription Privilege is less than the amount you actually paid in connection with the exercise of the Over-Subscription Privilege, you will be allocated only the number of unsubscribed Units available to you, and any excess subscription payments will be returned to you, without interest or deduction, with 10 business days after expiration of the Rights Offering.

~~The~~We ~~Company~~can ~~complies~~provide ~~with~~no assurances that you will be entitled to purchase the ~~provisions~~number of ~~FASB~~Units ~~ASC~~issuable ~~820~~upon ~~“Fair~~the ~~Value~~exercise ~~Measurements”~~of ~~for~~your ~~its~~Over-Subscription Privilege ~~financial~~in ~~and~~full ~~non-financial~~at ~~assets and~~the ~~liabilities~~expiration of the Rights Offering. ~~ASC~~We ~~820~~will ~~defines~~not ~~fair~~be ~~value,~~able ~~establishes~~to asatisfy ~~framework~~any requests for ~~measuring~~Units ~~fair~~pursuant ~~value~~to the Over-Subscription Privilege if all of our stockholders exercise their Basic Subscription Rights in full, and ~~expands~~we ~~disclosure~~will ~~for~~only ~~each~~honor ~~major~~an ~~asset~~Over-Subscription Privilege ~~and~~to ~~liability~~the ~~category~~extent ~~measured~~sufficient atUnits ~~fair~~are ~~value~~available onfollowing ~~either~~the aexercise ~~recurring~~of orBasic ~~nonrecurring~~Subscription ~~basis~~Rights.

~~The~~Limitation ~~fair~~on ~~values of cash and cash equivalents, other assets, accounts payable and accrued expenses approximate their carrying values due to~~ the ~~short-term~~Purchase ~~maturities~~ of these items and are considered a Level 1 instrument of the fair value measurements standard. The Company also has certain warrants with a cash settlement feature in the occurrence of a Fundamental Transaction (as defined in these warrants). 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.Units

~~The~~You ~~Company~~may ~~also~~only ~~had~~purchase ~~certain~~the ~~redeemable~~number ~~warrants~~of inUnits purchasable upon exercise of the number of Basic Subscription Rights distributed to you in the Rights Offering, ~~with~~plus athe ~~cash~~Over-Subscription ~~settlement~~Privilege, ~~feature~~if any. Accordingly, the number of Units that you may purchase in the ~~occurrence~~Rights Offering is limited by the number of ashares ~~Fundamental~~of our common stock (including each share of common stock issuable upon exercise of Participating ~~Transaction.~~Securities) Noyou ~~Fundamental~~held ~~Transaction~~on ~~occurred.~~the InRecord ~~March~~Date ~~2024,~~and ~~205~~by the extent to which other stockholders or securities holders exercise their Basic Subscription Rights and Over-Subscription Privileges,~~000~~ all of ~~these~~which ~~warrants~~we ~~converted~~cannot ondetermine prior to completion of the Rights Offering. However, due to stock exchange restrictions, we will not issue Units in the Rights Offering to the extent that a ~~cashless~~holder ~~basis~~would ~~and~~beneficially 5own,~~830~~ together with any other person with whom such holder’s securities may be aggregated under applicable law,~~028~~ more than 19.99% of our ~~expired~~outstanding shares of common stock.

~~The~~Subscription 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.Price

The ~~Company~~Subscription ~~utilized~~Price ~~the~~is ~~following~~$1,000 ~~assumptions~~per Unit. The Subscription Price does not necessarily bear any relationship to ~~estimate~~our ~~the~~past ~~fair~~or expected future results of operations, cash flows, current financial condition, or any other established criteria for value. No change will be made to the Subscription Price by reason of changes in the ~~Class~~trading Aprice ~~Warrants:~~of our common stock or other factor prior to the expiration of this Rights Offering.

	September 30,			December 31,
	2024			2023
Underlying price per share	$	0.350			—
Exercise price per share	$	0.363			—
Risk-free interest rate		4.42	%		—
Expected holding period		5.5 years			—
Expected volatility		110	%		—
Expected dividend yield		—			—

Determination of Subscription Price

In the determining the Subscription Price, the board of directors considered a variety of factors including those listed below:

	●	our need to raise capital in the near term to continue our operations;

	●	the current and historical trading prices of our common stock;

	●	a price that would increase the likelihood of participation in the Rights Offering;

	●	the cost of capital from other sources;

	●	the value of the common stock being issued as a component of the Unit;

	●	the value of the Warrant being issued as a component of the Unit; and

	●	comparable precedent transactions, including the percentage of shares offered, the terms of the Subscription Rights being offered, the Subscription Price and the discount that the Subscription Price represents to the immediately prevailing closing prices for these offerings.

The ~~Company~~Subscription ~~utilized~~Price ~~the~~does ~~following~~not ~~assumptions~~necessarily bear any relationship to ~~estimate~~any established criteria for value. No valuation consultant or investment banker has opined upon the ~~fair~~fairness or adequacy of the Subscription Price. You should not consider the Subscription Price as an indication of actual value of our company or our common stock. The market price of our common stock may decline during or after the ~~Class~~Rights BOffering. We cannot predict the price at which our shares of common stock will trade after the Rights Offering. You should obtain a current price quote for our common stock and perform an independent assessment of our Warrants: before exercising your Subscription Rights and make your own assessment of our business and financial condition, our prospects for the future, and the terms of this Rights Offering. Once made, all exercises of Subscription Rights are irrevocable.

	September 30,			December 31,
	2024			2023
Underlying price per share	$	0.350			—
Exercise price per share	$	0.363			—
Risk-free interest rate		4.82	%		—
Expected holding period		2 years			—
Expected volatility		89	%		—
Expected dividend yield		—			—

No Short-Sales

~~The~~By ~~significant~~exercising ~~assumptions~~the ~~using~~Subscription ~~the~~Rights, ~~Monte~~you ~~Carlo~~are ~~Simulation~~representing ~~approach~~to us that you have not entered into any short sale or similar transaction with respect to our common stock since the Record Date for ~~valuation~~the ofRights Offering. This requirement prevents you from pursuing certain investment strategies that could provide you greater financial benefits than you might have realized if the ~~warrants~~Subscription ~~are:~~Rights did not contain this requirement.

(i) Risk-Free Interest Rate. The risk-free interest rates for the warrants are based on U.S. Treasury constant maturities for periods commensurate with the remaining expected holding periods of the warrants. (ii) Expected Holding Period. The expected holding period represents the period of time that the warrants are expected to be outstanding until they are exercised. The Company utilizes the remaining contractual term of the warrants at each valuation date as the expected holding period. (iii) Expected Volatility. Expected stock volatility is based on daily observations of the Company’s historical stock values for a period commensurate with the remaining expected holding period on the last day of the period for which the computation is made. (iv) Expected Dividend Yield. The expected dividend yield is based on the Company’s anticipated dividend payments over the remaining expected holding period. As the Company has never issued dividends, the expected dividend yield is 0% and this assumption will be continued in future calculations unless the Company changes its dividend policy. (v) Expected Probability of a Fundamental Transaction. Put rights arise if a Fundamental Transaction 1) is an all cash transaction; (2) results in the Company going private; or (3) is a transaction involving a person or entity not traded on a national securities exchange. The Company believes such an occurrence is unlikely because:No Recombination

1. The Preferred ~~Company~~Stock ~~only~~and ~~has~~Warrants ~~one~~comprising ~~product~~the ~~that~~Units ~~is FDA approved but is currently not available for commercial sales; 2. The Company~~ will ~~have~~separate toupon ~~perform~~the ~~additional~~exercise ~~clinical trials for FDA approval~~ of ~~its~~the ~~flagship~~Subscription ~~product;~~Rights, ~~3. Industry~~ and ~~market~~the ~~conditions~~Units ~~continue~~will tonot trade ~~include~~as ~~uncertainty, adding risk to any transaction; 4. The nature of~~ a ~~life~~separate ~~sciences company is heavily dependent on future funding and high fixed costs, including Research & Development; 5~~security. ~~The~~Holders ~~Company~~may ~~has~~not ~~minimal~~recombine ~~revenues~~shares ~~streams which are insufficient to meet the funding needs for the cost~~ of ~~operations~~Preferred orStock ~~construction at their manufacturing facility;~~ and 6.Warrants ~~The Company’s Rights Agreement and Executive Agreements make it less attractive~~ to receive a ~~potential buyer~~Unit.

~~With~~Non-Transferability ~~the above factors utilized in analysis~~ of ~~the~~Subscription ~~likelihood of the Put’s potential Liability, the Company estimated the range of probabilities related to a Put right being triggered as:~~Rights

Range of Probability	Probability
Low		0.5	%
Medium		1.0	%
High		5.0	%

The Subscription Rights are non-transferable (other than by operation of law) and, therefore, you may not sell, transfer, assign or give away your Subscription Rights to anyone. The Subscription Rights will not be listed for trading on any stock exchange or market.

~~The~~Expiration ~~Monte~~Date; ~~Carlo Simulation has incorporated a 5.0% probability of a Fundamental Transaction to date for the life of the securities.~~Extension

~~(vi)~~The subscription ~~Expected~~period, ~~Timing~~during ofwhich ~~Announcement~~you ofmay aexercise ~~Fundamental~~your ~~Transaction~~Subscription Rights, expires at 5:00 p.m., AsEastern Time, on , 2026, which is the ~~Company~~expiration ~~has~~of nothe ~~specific~~Rights ~~expectation~~Offering. ofIf ayou ~~Fundamental~~do ~~Transaction~~not exercise your Subscription Rights before that time, your Subscription Rights will expire and will no longer be exercisable. We will not be required to issue shares to you if the subscription agent receives your Rights Certificate or your subscription payment after that time. We have the option to extend the Rights Offering in our sole discretion for any ~~reasons~~reason ~~elucidated~~up ~~above~~to an additional 45 days, although we do not presently intend to do so. We may extend the ~~Company~~Rights ~~utilized~~Offering aby ~~discrete~~giving ~~uniform~~oral or ~~probability~~written ~~distribution~~notice ~~over~~to the ~~Expected~~subscription ~~Holding~~agent ~~Period~~before the Rights Offering expires. If we elect to ~~model~~extend inthe Rights Offering, we will issue a press release announcing the ~~potential~~extension ~~announcement~~no oflater than 9:00 a.m., ~~Fundamental~~Eastern ~~Transaction~~Time, ~~occurring~~on ~~during~~the next business day after the ~~Expected~~most ~~Holding~~recently ~~Period~~announced expiration date of the Rights Offering.

If you hold your shares of common stock or Participating Securities in the name of a broker, dealer, bank or other nominee, the nominee will exercise the Subscription Rights on your behalf in accordance with your instructions. Please note that the nominee may establish a deadline that may be before 5:00 p.m., Eastern Time, on , 2026, which is the expiration date that we have established for the Rights Offering.

(vii) Expected 100 Day Volatility at Announcement of a Fundamental Transaction. An estimate of future volatility is necessary as there is no mechanism for directly measuring future stock price movements. Daily observations of the Company’s historical stock values for the 100 days immediately prior to the warrants’ grant dates, with a floor of 100%, were utilized as a proxy for future volatility estimates.Termination

~~(viii)~~We may ~~Expected~~terminate ~~Risk-Free~~the ~~Interest~~Rights ~~Rate~~Offering at ~~Announcement~~any oftime aand ~~Fundamental~~for ~~Transaction.~~any ~~The~~reason ~~Company~~prior ~~utilized~~to athe ~~risk-free~~expiration ~~interest~~of ~~rate corresponding to~~ the ~~forward~~Rights UOffering.S. ~~Treasury~~If ~~rate~~we ~~for~~terminate the Rights ~~period~~Offering, ~~equal~~we towill ~~the~~issue ~~time~~a ~~between~~press ~~the~~release ~~date~~notifying ~~forecast~~stockholders ~~for~~and the public ~~announcement~~ of the termination no later than 9:00 a.m., ~~Fundamental~~Eastern Time, ~~Transaction~~on ~~and~~the next business day after the ~~warrant~~most recently announced expiration date ~~for~~of ~~each~~the ~~simulation~~Rights Offering.

~~(ix) Expected Time Between Announcement and Consummation~~ Return of aFunds ~~Fundamental~~upon ~~Transaction.~~Completion ~~The~~or expected time between the announcement and the consummation of a Fundamental Transaction is based on the Company’s experience with the due diligence process performed by acquirers and is estimated to be six months. The Monte Carlo Simulation approach incorporates this additional period to reflect the delay warrant Holders would experience in receiving the proceeds of the Put.Termination

~~While~~The subscription agent will hold funds received in payment for shares in a segregated account pending completion of the ~~assumptions~~Rights ~~remain~~Offering. The ~~consistent~~subscription ~~from~~agent ~~period~~will tohold ~~period~~this (emoney until the Rights Offering is completed or is terminated.~~g.,~~ ~~utilizing~~To ~~historical~~the ~~stock~~extent ~~prices)~~you properly exercise your Over-Subscription Privilege for an amount of Units that exceeds the number of unsubscribed Units available to you, any excess subscription payments will be returned to you within 10 business days after the ~~actual~~expiration ~~historical~~of ~~prices~~the ~~input~~Rights Offering, without interest or deduction. If the Rights Offering is terminated for any reason, all subscription payments received by the ~~relevant~~subscription ~~period~~agent ~~input~~will ~~change~~be returned within 10 business days, without interest or deduction.

~~The~~Shares ~~Company~~of ~~accounts~~Our ~~for~~Capital ~~certain~~Stock ~~assets~~ and ~~liabilities~~Warrants atOutstanding ~~fair~~After ~~value. The hierarchy below lists three levels of fair value based on~~ the ~~extent~~ toRights which inputs used in measuring fair value are observable in the market. AIM categorizes each of its fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are:Offering

1.Assuming no Level 1 – Quoted prices are available in active markets for identical assets or liabilities at the reporting date. Generally, this includes debt and equity securities that are traded in an active market. 2. Level 2 – Observable inputs other ~~than~~transactions ~~Level~~by 1us ~~prices~~involving ~~such~~our ascapital ~~quote~~stock ~~prices~~prior ~~for~~to ~~similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially~~ the ~~full~~expiration ~~term~~ of the ~~assets~~Rights ~~or liabilities. Generally~~Offering, ~~this includes debt~~ and ~~equity~~if ~~securities~~the ~~that~~Rights ~~are~~Offering ~~not~~is fully ~~traded~~subscribed, inupon anconsummation ~~active~~of ~~market.~~the 3.Rights ~~Level~~Offering 3we –will ~~Unobservable~~have ~~inputs~~_____ ~~that~~shares ~~are~~of ~~supported~~common bystock ~~little~~issued orand nooutstanding, ~~market~~____ shares ~~activity~~of ~~and~~Preferred ~~that~~Stock ~~are significant~~ and Warrants to ~~the~~purchase ~~fair~~additional ~~value~~shares of ~~the~~our ~~assets~~common orstock ~~liabilities.~~issued ~~Level 3 assets~~ and ~~liabilities~~outstanding. ~~include~~The ~~financial~~exact ~~instruments~~number ~~whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination~~ of ~~fair~~shares ~~value requires significant management judgment or estimation. As~~ of ~~September~~Preferred ~~30,~~Stock ~~2024,~~and ~~the~~Warrants that ~~Company~~we ~~has~~will ~~classified~~issue ~~the~~in ~~warrants~~this ~~with~~Rights ~~cash~~Offering ~~settlement~~will ~~features~~depend ~~as Level 3. Management evaluates a variety of inputs and then estimates fair value based~~ on ~~those inputs. As discussed above,~~ the ~~Company~~number ~~utilized~~of ~~the~~Units ~~Monte~~that ~~Carlo~~are ~~Simulation~~subscribed ~~Model~~for in ~~valuing~~ the ~~warrants~~Rights Offering.

~~The~~Methods ~~table~~for ~~below~~Exercising ~~presents~~Subscription ~~the balances of assets and liabilities measured at fair value on a recurring basis by level within the hierarchy as (in thousands):~~Rights

	As of September 30, 2024
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	67	$	67	$	—	$	—
Marketable securities	$	6,287	$	6,287	$	—	$	—

The exercise of Subscription Rights is irrevocable and may not be cancelled or modified. You may exercise your Subscription Rights as follows:

	As of December 31, 2023
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	4,805	$	4,805	$	—	$	—
Marketable securities	$	7,631	$	7,631	$	—	$	—

Subscription by Record Holders

If, as of the Record Date, you are a holder of record of common stock or Participating Securities, the number of Units you may purchase pursuant to your Subscription Rights is indicated on the enclosed Rights Certificate. You may exercise your Subscription Rights by properly completing and executing the Rights Certificate and forwarding it, together with your full payment, to the subscription agent at the address given below under “subscription agent,” to be received before 5:00 p.m., Eastern Time, on , 2026.

Subscription by Beneficial Owners

If as of the Record Date you are a beneficial owner of shares of our common stock or Participating Securities that are registered in the name of a broker, dealer, bank or other nominee, you will not receive a Rights Certificate. Instead, we will issue one Subscription Right to such nominee record holder for all shares of our common stock or Participating Securities held by such nominee at the Record Date. If you are not contacted by your nominee, you should promptly contact your nominee in order to subscribe for shares in the Rights Offering and follow the instructions provided by your nominee.

To properly exercise your Over-Subscription Privilege, you must deliver the subscription payment related to your Over-Subscription Privilege before the Rights Offering expires. Because we will not know the total number of unsubscribed Units before the Rights Offering expires, if you wish to maximize the number of shares you purchase pursuant to your Over-Subscription Privilege, you will need to deliver payment in an amount equal to the aggregate subscription payment for the maximum number of Units that you wish to purchase.

~~RESULTS~~Payment ~~OF OPERATIONS~~Method

~~Nine~~Payments ~~months~~must ~~ended~~be ~~September~~made 30in full in U.S. currency by check or bank draft, ~~2024~~or ~~versus~~by ~~nine~~wire ~~months~~transfer, ~~ended~~and ~~September~~payable 30to “Broadridge Corporate Issuer Solutions, ~~2023~~LLC”, as Subscription Agent for AIM ImmunoTech Inc.” You must timely pay the full subscription payment, including payment for the Over-Subscription Privilege, for the full number of shares of our common stock you wish to acquire pursuant to the exercise of Subscription Rights by delivering a:

Net Loss

●

Bank draft or personal check drawn against a U.S. bank payable to “Broadridge Corporate Issuer Solutions, LLC, as Subscription Agent for AIM ImmunoTech Inc.”;

●

Wire transfer of immediately available funds directly to the account maintained by Broadridge Corporate Issuer Solutions, LLC, as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at:

ABA/Routing number: 121000248

Bank: Wells Fargo

420 Montgomery Street

San Francisco, CA 94104 United States

Beneficiary Account Name: Broadridge Corporate Issuer Solutions

Account Number: 4124218686

Reference: AIM ImmunoTech Rights Offer

For Further Credit Name: AIM ImmunoTech Inc

~~Our~~If ~~net~~you ~~loss~~elect ~~was~~to ~~approximately~~exercise ~~$11,353,000~~your ~~and~~Subscription ~~$16~~Rights,~~386,000~~ ~~for~~you should consider using a wire transfer or check drawn on a U.S. bank to ensure that the ~~nine~~subscription ~~months~~agent ~~ended~~receives ~~September~~your ~~30,~~funds ~~2024,~~before ~~and~~the ~~2023,~~Rights ~~respectively~~Offering expires. If you send a personal check, ~~representing~~payment will not be deemed to have been received by the subscription agent until the check has cleared. The clearinghouse may require five or more business days to clear a ~~decrease~~personal check. Accordingly, holders who wish to pay the Subscription Price by means of a personal check should make payment sufficiently in ~~loss~~advance of ~~approximately~~the ~~$5,033,000~~expiration orof ~~31%~~the Rights Offering to ensure that the payment is received and clears by that date. ~~This~~If ~~decrease~~you insend ~~loss~~a ~~was~~check, ~~primarily~~payment ~~due~~will be deemed to have been received by the ~~following:~~subscription agent immediately upon receipt of such instrument.

●You should aread ~~decrease~~the ininstruction ~~research~~letter ~~and~~accompanying ~~development~~the ~~expenses~~Rights ofCertificate ~~$3,206,000,~~carefully ~~● a decrease in general~~ and ~~administrative~~strictly ~~expenses~~follow ofit. ~~$795,000,~~DO ●NOT aSEND ~~decrease~~RIGHTS inCERTIFICATES OR ~~production~~PAYMENTS ~~costs~~DIRECTLY ofTO ~~$6,000,~~US. ●We anwill ~~increase~~not inconsider ~~gain~~your onsubscription ~~investments~~received ofuntil ~~$297,000,~~the ●subscription anagent ~~increase~~has inreceived ~~interest~~delivery ~~and other income~~ of ~~$2,568,000; offset by ●~~ a ~~decrease~~properly incompleted ~~gain~~and ~~from~~duly ~~sale~~executed ofRights ~~Income~~Certificate ~~tax~~and ~~operating~~payment of ~~$900,000,~~the ●full ansubscription ~~increase in warrant valuation of $458,000, and an ● increase in interest expense of $453,000~~payment.

~~Net~~The ~~loss~~method ~~per~~of ~~share~~delivery ~~was~~of $Rights ~~(0.21)~~Certificates and ~~$(0.34)~~payment ~~for~~of the ~~nine~~subscription ~~months~~payment ~~ended~~to ~~September~~the ~~30,~~subscription ~~2024,~~agent ~~and~~will ~~2023,~~be ~~respectively.~~at ~~The~~the ~~weighted~~risk ~~average~~of ~~number~~the holders of ~~shares~~Subscription ofRights. ~~our~~If ~~common~~sent ~~stock~~by ~~outstanding~~mail, aswe ofrecommend ~~September~~that 30you send those certificates and payments by registered mail, ~~2024~~properly insured, ~~was~~with 53return receipt requested,~~351~~ or by overnight courier,~~467~~ asand ~~compared~~that you allow a sufficient number of days to ~~48,483,802~~ensure asdelivery to the subscription agent and clearance of ~~September~~payment ~~30,~~before ~~2023~~the Rights Offering expires.

~~Revenues~~Missing or Incomplete Subscription Forms or Payment

~~Revenues~~If ~~from~~you ~~our~~fail ~~Ampligen®~~to ~~Cost~~complete ~~Recovery~~and ~~Program~~sign ~~were~~the ~~$125,000~~Rights ~~and~~Certificate ~~$137,000~~or ~~for~~otherwise fail to follow the ~~nine~~subscription ~~months~~procedures ~~ended~~that ~~September~~apply ~~30,~~to ~~2024,~~the ~~and~~exercise of ~~2023,~~your ~~respectively~~Subscription Rights before the Rights Offering expires, ~~representing~~ athe ~~decrease~~subscription agent will reject your subscription or accept it to the extent of ~~$12~~the payment received. Neither we nor our subscription agent undertakes any responsibility or action to contact you concerning an incomplete or incorrect subscription form,~~000~~ ~~which~~nor isare ~~primarily~~we ~~related~~under any obligation to correct such forms. We have the ~~fluctuation~~sole ofdiscretion ~~patient~~to ~~participation~~determine whether a subscription exercise properly complies with the subscription procedures.

~~For~~If you send a payment that is insufficient to purchase the ~~nine~~number ~~months~~of ~~ended~~shares ~~September~~you 30requested, ~~2024~~or ~~and~~if ~~2023~~the number of shares you requested is not specified in the forms, wethe ~~had~~payment noreceived ~~Alferon~~will Nbe ~~Injection®~~applied ~~Finished~~to ~~Good~~exercise ~~product~~your Subscription Rights to ~~commercially~~the ~~sell~~fullest ~~and all~~extent ~~revenue~~possible ~~was~~based on ~~generated~~the ~~from~~amount of the ~~EAP~~payment ~~and~~received. ~~our~~Any ~~FDA~~excess ~~approved~~subscription ~~open-label~~payments ~~treatment~~received ~~protocol,~~by ~~(“AMP~~the ~~511”),~~subscription ~~that~~agent ~~allows~~will ~~patient~~be returned, without ~~access~~interest toor ~~Ampligen®~~deduction, ~~for~~within ~~treatment~~10 inbusiness andays ~~open-label~~following ~~safety~~the ~~study~~expiration of the Rights Offering.

~~Interest~~Issuance ~~and~~of ~~Other~~Preferred ~~Income~~Stock and Warrants

~~Interest~~The ~~and~~shares ~~other~~of ~~income~~Preferred ~~for~~Stock ~~the~~and ~~nine~~Warrants ~~months~~that ~~ended~~are ~~September~~purchased ~~30,~~in ~~2024,~~the ~~and~~Rights ~~2023~~Offering ~~was~~as ~~approximately~~part ~~$3,379,000~~of ~~and~~the ~~$811,000,~~Units ~~respectively,~~will ~~reflecting an~~be ~~increase~~issued ofin ~~approximately~~book-entry, $2or uncertificated,~~568,000.~~ ~~The~~form ~~increase~~meaning ~~was~~that ~~primarily~~you ~~due~~will toreceive a ~~recovery~~DRS ofaccount ~~$2,500,000~~statement from ~~the~~our ~~primary~~transfer ~~level~~agent ofas ~~the~~it ~~Director and~~relates ~~Officer~~to ~~insurance proceeds during~~ the ~~nine months ended September 30, 2024 related to legal costs recovered related to shareholder~~Preferred ~~litigation~~Stock ~~matters~~and inwarrant ~~addition~~agent toas anit ~~amendment~~relates ~~in September 2024~~ to anthe ~~original~~Warrants ~~agreement~~reflecting ~~that~~ownership ~~was~~of ~~executed~~these bysecurities usif ~~and~~you ~~Amarex~~are ~~clarifying and changing the nature of~~ a ~~remaining~~holder ~~execution fee~~ of ~~$725,437~~record. ~~The~~If you ~~amendment~~hold ~~allowed~~your ~~that~~shares ~~the~~of ~~remainder~~common ~~would~~stock ~~not~~or beParticipating ~~exclusive~~Securities ~~to the~~in ~~original agreement, that~~ the ~~nature~~name of ~~the payment changed from an execution fee to~~ a ~~fully~~bank, ~~refundable deposit~~broker, ~~and that it could be applied to any invoice upon mutual agreement of the parties~~dealer, ~~removed~~or ~~the~~other ~~threshold contingencies~~nominee, ~~and~~DTC ifwill ~~such invoices were not sufficient~~credit toyour ~~exhaust~~account ~~the~~with ~~balance,~~your ~~that~~nominee ~~the~~with ~~refund would be refunded in cash. Therefore,~~ the ~~nature~~securities ofyou ~~the~~purchased ~~payment changed to deposit status and outstanding invoices were applied against the deposit. These changes resulted~~ in ~~an approximate overall increase in interest and other income of $3,379,000 for~~ the ~~nine~~Rights ~~months ended September 30, 2024~~Offering. ~~During the nine months ended September 30, 2023, interest earnings were $811,000.~~

Gain (loss) on Investments, net

Gain (loss) on investments for the nine months ended September 30, 2024, and 2023 was approximately $96,000 and ($201,000), respectively, reflecting an increase in the gain on investments of approximately $297,000. The increase in gain was due to the change in the fair value of equity investments.

Production Costs

Production costs were approximately $24,000 and $30,000, respectively, for the nine months ended September 30, 2024, and 2023, representing a decrease of $6,000 in production costs.

~~Gain~~Subscription ~~(loss)~~and ~~from~~Information ~~sale of income tax operating loss~~Agent

The ~~quarterly~~subscription ~~income~~agent ~~tax benefit~~ for the ~~nine~~Rights ~~months~~Offering ~~ended~~is ~~September~~Broadridge 30Corporate Issuer Solutions, ~~2024~~LLC, ~~was~~and $0the ~~compared~~information toagent aalso ~~gain~~is ofBroadridge Corporate ~~$900~~Issuer Solutions,~~000~~ ~~for~~LLC. ~~the~~The ~~nine~~address ~~months~~to which Rights Certificates and payments should be mailed or delivered by overnight courier ~~ended~~is ~~September~~provided 30below. If sent by mail, ~~2023.~~we ~~This~~recommend ~~was~~that ~~due~~you tosend ~~the~~documents ~~lifetime~~and ~~limit~~payments ofby ~~$20~~registered mail,~~000~~ properly insured,~~000~~ ~~for~~with ~~the~~return receipt ~~sale~~requested, and that you allow a sufficient number of ~~the~~days ~~New~~to ~~Jersey~~ensure ~~NOL~~delivery ~~being~~to ~~reached~~the subscription agent and ~~therefore~~clearance or payment nobefore ~~tax~~the ~~provision~~Rights ~~was~~Offering ~~calculated~~expires. inDo ~~2024~~not send or deliver these materials to us.

~~Research~~ If ~~and~~delivering ~~Development~~by ~~Costs~~UPS, FedEx or Courier:

~~Overall Research~~ ~~and Development (“R&D”) costs for the nine months ended September 30~~Broadridge, ~~2024, were approximately $4,533,000, as~~ ~~compared to $7,739,000 for September 30, 2023, reflecting a decrease of approximately $3,206,000~~Inc. The primary reason for the decrease in R&D costs were approximate decreases in outside contractors of $1,770,000, clinical expenses of $1,738,000, computer and IT services of $111,000 offset by an increase in salaries of $270,000, patent and trademark expenses of $34,000, rent expense of $30,000, consulting fees of $27,000, manufacturing expenses of $24,000, insurance of $18,000 and maintenance expense of $17,000.

~~General~~ Attn: ~~and~~BCIS ~~Administrative~~IWS ~~Expenses~~

~~General and~~ ~~Administrative (“G&A”) expenses for the nine months ended September 30, 2024, and 2023, were approximately $9,485,000~~51 ~~and~~Mercedes ~~$10,280,000,~~Way respectively, reflecting a decrease of approximately $795,000. The decrease in G&A expenses for the nine months ended September 30, 2024 was due primarily to approximate decreases in legal professional fees of approximately $968,000, insurance expense of $208,000, public relations fees of $141,000, travel expenses of $58,000, interest expense of $23,000, rent expense of $19,000 offset by an increase in investment banker fees of $314,000 and stock compensation of $308,000.

~~Interest~~ Edgewood, ~~Expenses~~NY 11717

~~Interest expenses~~ ~~for the nine months ended September 30, 2024 was approximately $453,000 and there was no interest expense for the nine months~~If ~~ended~~using ~~September~~a ~~30,~~USPS ~~2023.~~Service: The increase in interest expense for the nine months ended September 30, 2024 was due to the interest expense incurred related to the Note Purchase Agreement entered into on February 16, 2024 with Streeterville.

~~Year ended~~ ~~December 31~~Broadridge, Inc. ~~2023 versus year ended December 31, 2022~~

~~Our net~~ ~~loss was approximately $28,962,000 and $19,445,000 for the years ended December 31, 2023 and 2022, respectively, representing an~~Attn: ~~increase~~BCIS inRe-Organization ~~net~~Department ~~loss of approximately $9,517,000 or (49%) when compared to the same period in 2022. This increase in net loss for the year ended December 31, 2023, was primarily due to the following:~~

● anP.O. Box ~~increase~~1342 in general and administrative expenses of $8,063,000; ● an increase in research and development expenses of $3,949,000; ● an increase in production costs of $42,000; offset by ● an increase in revenue of $61,000; ● an increase on income from investments of $1,879,000; ● an increase in interest/other income of $440,000; ● an increase in gain from sale of Income tax operating losses of $177,000; ● an increase on the gain from sale of fixed assets of $15,000; ● a decrease of the quarterly revaluation of certain redeemable warrants of $35,000.

~~Net loss~~ ~~per share was $ (0.60) and $(0.40) for the years ended December 31~~Brentwood, ~~2023 and 2022, respectively. The weighted average number of~~ ~~shares~~NY of11717-0718 ~~our common stock outstanding as of December 31, 2023, was 48,585,404 as compared to 48,047,288 as of December 31, 2022.~~

~~Revenues~~If you deliver the Rights Certificates in a manner different than that described in this prospectus, we may not honor the exercise of your Subscription Rights.

~~Revenues~~You ~~from~~should ~~our~~direct ~~Ampligen®~~any ~~Cost~~questions ~~Recovery~~or ~~Program~~requests ~~were~~for ~~$202,000~~assistance ~~and~~concerning ~~$141,000~~the method of subscribing for the ~~years~~shares ~~ended~~of ~~December~~our ~~31,~~common ~~2023~~stock ~~and~~or ~~2022, representing~~for anadditional ~~increase~~copies of ~~$61~~this prospectus to the information agent,~~000~~ ~~which~~Broadridge isCorporate ~~primarily~~Issuer ~~related~~Solutions, toLLC, ~~the~~toll ~~fluctuation~~free ofat ~~patient~~(855) ~~participation~~793-5068, or by email at Shareholder@Broadridge.com.

~~For~~Warrant the years ended December 31, 2023 and 2022, we had no Alferon N Injection® Finished Good product to commercially sell and all revenue was generated from the EAP and our FDA approved open-label treatment protocol, AMP 511, that allows patient access to Ampligen® for treatment in an open-label safety study.Agent

The warrant agent for the Warrants is Broadridge Corporate Issuer Solutions, LLC.

No Fractional Shares

We will not issue fractional shares of common stock in the Rights Offering. We will only distribute Subscription Rights to acquire whole Units, rounded down to the nearest whole number of underlying shares of common stock giving rise to such Subscription Rights. Any excess subscription payments received by the subscription agent will be returned within 10 business days after expiration of the Rights Offering, without interest or deduction. Similarly, no fractional shares of common stock will be issued in connection with the conversion of the Preferred Stock or the exercise of a Warrant. Instead, for any such fractional share that would otherwise have been issuable upon conversion of shares of Preferred Stock, we may, at our election, pay a cash payment equal to such fraction multiplied by the conversion price or round up to the next whole share, and for any such fractional share that would have otherwise been issued upon exercise of Warrants, we will round up such fraction to the next whole share.

Notice to Brokers and Nominees

If you are a broker, dealer, bank or other nominee holder that holds shares of our common stock or Participating Securities for the account of others on the Record Date, you should notify the beneficial owners for whom you are the nominee of the Rights Offering as soon as possible to learn their intentions with respect to exercising their Subscription Rights. If a beneficial owner of our common stock or Participating Securities so instructs, you should complete the Rights Certificate and submit it to the subscription agent with the proper subscription payment by the expiration date. You may exercise the number of Subscription Rights to which all beneficial owners in the aggregate otherwise would have been entitled had they been direct holders of our common stock on the Record Date, provided that you, as a nominee record holder, make a proper showing to the subscription agent by submitting the form entitled “Nominee Holder Certification,” which is provided with your Rights Offering materials. If you did not receive this form, you should contact our subscription agent to request a copy.

~~Production~~Validity ~~Costs~~of Subscriptions

~~Production~~We ~~costs~~will ~~were~~resolve ~~approximately~~all ~~$42,000~~questions regarding the validity and ~~$0,~~form ~~respectively~~of the exercise of your Subscription Rights, ~~for~~including time of receipt and eligibility to participate in the ~~years~~Rights ~~ended~~Offering. ~~December~~Our ~~31,~~determination ~~2023~~will be final and ~~2022~~binding. Once made, ~~representing~~subscriptions anare ~~increase~~irrevocable; we ofwill ~~$42~~not accept any alternative,~~000~~ conditional, or contingent subscriptions. We reserve the absolute right to reject any subscriptions not properly submitted or the acceptance of which would be unlawful. You must resolve any irregularities in ~~production~~connection ~~costs~~with your subscriptions before the expiration date of the Rights Offering, unless we waive them in our sole discretion. Neither we nor the ~~current~~subscription ~~period~~agent is under any duty to notify you or your representative of defects in your subscriptions. ~~The~~A ~~increase~~subscription ~~was~~will ~~due~~be considered accepted, subject to our right to withdraw or terminate the ~~cost~~Rights ~~incurred~~Offering, ~~for~~only ~~production~~when ofthe ~~Ampligen~~subscription ~~that~~agent ~~occurred~~receives ina properly completed and duly executed Rights Certificate and any other required documents and the full subscription payment including final clearance of any ~~last~~personal ~~quarter~~check. Our interpretations of ~~2023~~the terms and conditions of the Rights Offering will be final and binding.

~~Research~~Stockholder ~~and Development Costs~~Rights

~~Overall~~You ~~Research~~will ~~and~~have ~~Development~~no ~~(“R&D”)~~rights ~~costs~~as ~~for~~a holder of the ~~year~~shares ~~ended~~of ~~December~~our ~~31,~~common ~~2023,~~stock ~~were~~issuable ~~approximately~~upon ~~$10,939,000~~conversion asof ~~compared~~the Preferred Stock issued in the Rights toOffering ~~$6,990,000~~until asuch ~~year~~Preferred ~~ago,~~Stock ~~reflecting~~is anconverted ~~increase~~into ofcommon ~~approximately~~stock $3and issued in book-entry form or your account at your broker,~~949~~ dealer,~~000.~~ bank ~~The~~or ~~primary~~other ~~reason~~nominee ~~for~~is credited with the ~~increase~~shares inof ~~research~~our ~~and~~common ~~development costs~~stock. ~~was~~Holders ~~due~~of toWarrants issued in connection with the ~~increases~~Rights inOffering will ~~Company~~not ~~sponsored~~have ~~clinical~~rights ~~trials~~as ~~expenses~~holders of ~~approximately~~our ~~$2,162,000~~common stock until such Warrants are exercised and anthe ~~increase~~shares inof ~~outside~~common ~~consultant~~stock underlying the Warrants ~~costs~~are ofissued ~~approximately~~to ~~$1,787,000~~the holder.

~~General~~Foreign ~~and Administrative Expenses~~Stockholders

~~General~~We ~~and~~will ~~Administrative~~not ~~(“G&A”)~~mail ~~expenses~~this ~~for~~prospectus ~~the~~or ~~years~~Rights ~~ended~~Certificates ~~December~~to ~~31,~~stockholders ~~2023~~with ~~and~~addresses ~~2022,~~that ~~were~~are ~~approximately~~outside ~~$21,137,000~~the ~~and $13,074,000,~~United ~~respectively,~~States ~~reflecting~~or that have an army ~~increase~~post ofoffice ~~approximately~~or ~~$8,063,000~~foreign post office address. The ~~increase~~subscription inagent ~~G&A~~will ~~expenses~~hold ~~during~~these ~~the~~Rights ~~current~~Certificates ~~period was~~for ~~largely~~their ~~due~~account. toTo ~~increases~~exercise Subscription inRights, ~~legal~~our ~~fees~~foreign ofstockholders ~~approximately~~must ~~$6,500,000~~notify ~~primarily~~the ~~related~~subscription toagent ~~responding~~prior to an5:00 ~~attempt~~p.m., byEastern aTime, ~~group~~on , of2026, ~~shareholders~~the third tobusiness ~~bypass~~day ~~our~~prior ~~bylaws~~to ~~and~~the ~~nominating~~expiration ~~procedures~~date, of your exercise of Subscription Rights and ~~financial~~provide ~~consultant~~evidence ~~fees~~satisfactory ofto $2us,~~407,000~~ ~~offset~~such byas a legal ~~decrease~~opinion infrom ~~stock~~local ~~compensation~~ counsel, that the exercise of ~~$711,000.~~such WeSubscription ~~are~~Rights indoes not violate the ~~process~~laws of ~~submitting~~the anjurisdiction ~~insurance~~in ~~claim~~which such ~~and~~stockholder ~~hope~~resides toand ~~recover~~payment by a ~~portion~~U.S. bank in U.S. dollars before the expiration of the ~~legal~~offer. ~~expenses~~If ~~related~~no tonotice ~~the~~is received by such ~~shareholder~~time ~~action,~~or ~~but~~the ~~recovery,~~evidence ifpresented ~~any~~is not satisfactory to us, atthe ~~this~~Subscription ~~time~~Rights ~~cannot~~represented bethereby ~~determined~~will expire.

~~Gain~~No ~~(loss)~~Revocation onor ~~Investments~~Change

~~Gain~~Once ~~(loss)~~you onsubmit ~~investments for~~ the ~~years~~Rights ~~ended~~Certificate ~~December~~or ~~31,~~have ~~2023~~instructed ~~and~~your ~~2022~~nominee ~~was~~of ~~approximately~~your ~~$200~~subscription request,~~000~~ ~~and~~you ~~($1,679,000),~~are ~~respectively,~~not ~~reflecting~~allowed to revoke or change anthe ~~increased~~exercise ~~gain~~or onrequest ~~investments~~a refund of ~~approximately~~monies $1paid. All exercises of Subscription Rights are irrevocable,~~879,000~~ even if you learn information about us that you consider to be unfavorable. ~~The~~You ~~gain~~should ~~was~~not ~~due~~exercise your Subscription Rights unless you are certain that you wish to purchase shares at the ~~change~~Subscription Price. If we should make any fundamental changes to the terms set forth in this prospectus, we will (i) file a post-effective amendment to the ~~fair~~registration ~~value~~statement of ~~equity~~which ~~investments~~this prospectus forms a part, (ii) offer potential purchasers who have subscribed for rights the opportunity to cancel such subscriptions, and (iii) issue a refund of any money advanced by such stockholder or eligible warrant holder and recirculate an updated prospectus after the post-effective amendment is declared effective with the SEC.

~~Redeemable~~U.S. ~~Warrants~~Federal Income Tax Treatment of Rights Distribution

~~The~~For ~~revaluation~~U.S. offederal ~~certain~~income ~~redeemable~~tax ~~warrants~~purposes, ~~resulted~~we indo anot ~~non-cash~~believe ~~adjustment~~holders toof ~~the~~shares ~~redeemable~~of ~~warrants~~our ~~liability.~~common ~~There~~stock ~~was~~or noParticipating ~~change for~~Securities ~~the~~should ~~twelve~~recognize income ~~months~~or ~~ended~~loss ~~December~~upon ~~31,~~receipt ~~2023,~~or ~~compared~~exercise ~~with~~of a ~~gain~~Subscription ~~of $35~~Right,~~000~~ ~~for~~but the ~~twelve~~receipt ~~months~~and ~~ended~~exercise ~~December~~of ~~31,~~the ~~2022~~Subscription ~~(see~~Rights ~~“Financial Statements:~~is ~~Note~~unclear ~~15:~~in certain ~~Fair~~respects. ~~Value”~~See ~~for~~“Material ~~the~~U.S. ~~various~~Federal ~~factors~~Income ~~considered~~Tax ~~in the valuation of redeemable warrants)~~Consequences.”

Gain from Sale of Income Tax Operating Losses

In December 2023, we effectively sold $14,156,000 of our New Jersey state net operating loss carryforward and $38,600 in R&D credits for the year 2022 for approximately $1,313,000. Additionally, we recorded a deferred tax asset in the amount of approximately $1,604,000 for the current year 2023 operating losses to be sold in 2024. (see Note 12 Income Taxes (FASB ASC 740 Income Taxes).

Liquidity and Capital Resources

Cash used in operating activities for the nine months ended September 30, 2024, was approximately $10,933,000 compared to approximately $11,509,000 for the same period in 2023, a decrease of $576,000. The primary reasons for this decrease were a decrease in net loss during the nine months of $5,033,000 as well as a decrease in gain from sale of income tax operating losses of $900,000, an increase in equity-based compensation of $308,000 and an increase in loss on issuance of warrants of $458,000. This is partially offset by an increase in cash utilized for accounts payable of $2,590,000, an increase in accrued expenses of $1,714,000, prepaid expenses of $255,000 as well as a decrease in funds received from the 2023 sale of New Jersey net operating loss and received in 2024 of $495,000.

~~Cash~~No ~~provided~~Recommendation ~~by investing activities for the nine months ended September 30, 2024, was approximately $1,002,000 compared~~ to ~~cash~~Rights used in investing activities for the nine months ended September 30, 2023, of approximately $618,000, representing a change of $1,620,000. The primary reason for the change was the cash provided by the net purchase and sale of marketable securities activity of $1,439,000 compared to cash used in the net purchase and sale of marketable securities of $231,000 for the same period in 2023, the loss on sale of property and equipment of $0 in the current period in 2024, compared with $10,000 in the same period in 2023 as well as the net purchase and abandonment of patents in the current period in 2024 of $417,000 compared with the net purchase and abandonment of patents in the same period in 2023 of $377,000.Holders

~~Cash~~Our ~~provided~~board byof ~~financing~~directors ~~activities~~is ~~for~~not ~~the~~making ~~nine~~a ~~months~~recommendation ~~ended~~regarding ~~September~~your ~~30,~~exercise ~~2024,~~of ~~was~~the ~~approximately~~Subscription ~~$5,407,000~~Rights. ~~compared~~Stockholders towho ~~approximately~~exercise Subscription ~~$338,000~~Rights ~~for~~risk ~~the~~investment ~~same~~loss ~~period~~on inmoney ~~2023,~~invested. ~~representing~~We ancannot ~~increase~~predict ofthe ~~$5,069,000.~~price ~~The~~at ~~primary~~which ~~reason~~our ~~for~~shares ~~this~~of ~~increase~~common ~~was~~stock ~~the~~or ~~receipt~~Warrants ofwill ~~$2,367,000~~trade inafter ~~net proceeds from~~ the ~~notes~~Rights ~~payable,~~Offering. ~~net~~You ofshould ~~issuance~~make ~~cost,~~your aninvestment ~~increase~~decision inbased ~~the~~on ~~sale~~your assessment of ~~shares~~our inbusiness ~~the~~and ~~current period in 2024~~financial ~~of $860~~condition,~~000~~ ~~compared~~our toprospects ~~$338,000~~for in the ~~same~~future ~~period~~and inthe ~~2023~~terms asof ~~well~~this asRights anOffering. ~~increase~~Please insee ~~warrant~~“Risk ~~valuation~~Factors” for a discussion of ~~$2,047,000~~some inof the ~~current period~~risks involved in ~~2024~~investing in our common stock.

~~Our~~Fees ~~principal source of liquidity is our cash~~ and cash equivalents, marketable securities, and proceeds from financing activities to provide the necessary funding to meet our obligations as they become due. As noted above, as of September 30, 2024, we had approximately $7,202,000 in cash, cash equivalents and marketable securities, inclusive of approximately $6,287,000 in marketable securities, representing a decrease of approximately $5,868,000 from December 31, 2023. In addition, we have suffered losses from operations and net cash used on operating activities for the three-month period ended September 30, 2024, and have a working capital deficit. These conditions raise substantial doubt regarding our 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. See Note 1 to our Unaudited Condensed Consolidated Financial Statements. Please see “Risk Factors - We have a history of losses, expect to continue to incur losses in the near term and may not achieve or sustain profitability in the future, and as a result, there is a substantial doubt about our ability to continue as a going concern.”Expenses

~~The~~We ~~accompanying~~will ~~condensed~~pay ~~consolidated~~all ~~financial~~fees ~~statements~~charged ~~have~~by ~~been~~the ~~prepared~~subscription ~~assuming~~agent ~~that~~and wethe ~~will~~information ~~continue as a going concern. On September 30~~agent, ~~2024,~~and ~~our current liabilities exceeded our current assets~~ by ~~$2,530,000~~the ~~which~~dealer-manager. ~~raised~~You ~~doubt~~are ~~our~~responsible ~~ability~~for ~~to continue as a going concern.~~paying ~~Additionally,~~any atother ~~September 30~~commissions, ~~2024~~fees, ~~our~~taxes ~~stockholders’~~or ~~equity~~other ~~was~~expenses ~~below~~incurred ~~the~~in ~~minimum~~connection ~~requirements~~with ~~for~~the ~~continued~~exercise ~~listing~~of onyour ~~the~~Subscription ~~NYSE American~~Rights.

Management evaluated the conditions, and their significance of those conditions related to our ability to meet our obligations and determined that the primary cause of the working capital deficit was related to an accounts payable balance of $6,300,000. This balance includes $4,900,000 of legal fees related to litigation. We are currently negotiating with the law firm to reduce prior billings. These negotiations are ongoing and could, if resolved favorably to us, partially alleviate the working capital deficit. Further we negotiated the recovery of an additional $2.5 million from our secondary director and officer coverage.Listing

OnThe ~~September~~Subscription 6,Rights ~~2024,~~may annot ~~amendment~~be tosold, antransferred, ~~agreement~~assigned ~~dated~~or ~~April~~given 7,away ~~2022~~to anyone, ~~was~~and ~~executed~~will bynot usbe ~~and~~listed ~~Amarex~~for ~~clarifying~~trading ~~and~~on ~~changing~~any ~~the~~stock ~~nature~~exchange ofor ~~the~~market. ~~remaining~~There ~~execution~~is ~~fee~~no ofpublic ~~$725,437.~~trading ~~The~~market ~~amendment~~for ~~allowed that~~ the ~~remainder~~Preferred ~~would~~Stock ~~not~~or ~~be exclusive to~~ the ~~agreement~~Warrants. ~~dated~~We ~~on April~~do 7,not ~~2022,~~intend ~~that~~to ~~the~~apply ~~nature~~for listing of the Series ~~payment~~G ~~changed~~Preferred ~~from~~Stock anon ~~execution~~any ~~fee~~securities toexchange aor ~~fully~~recognized ~~refundable~~trading ~~deposit,~~system. ~~and~~We ~~that~~expect ~~it could be applied~~ to ~~any~~list ~~invoice~~the ~~upon~~Warrants ~~mutual~~for ~~agreement~~trading ofon the ~~parties~~NYSE American, ~~removed~~but ~~the~~there ~~threshold~~is ~~contingencies,~~no ~~and~~assurance ~~if such invoices were not sufficient to exhaust the balance,~~ that the ~~refund~~Warrants ~~would~~will be ~~refunded in cash~~listed. ~~Due~~The toshares ~~the~~of ~~changes~~our ~~brought~~common ~~about~~stock byissuable ~~the~~upon ~~amendment,~~ the ~~nature~~ conversion of the ~~payment~~ ~~changed~~Preferred toStock ~~deposit~~and ~~status.~~the Atexercise ~~September 30, 2024, we had an outstanding deposit~~ of ~~$653,000~~the ~~which~~Warrants ~~may~~to be ~~used~~issued toin ~~offset~~the ~~future clinical~~Rights ~~research~~Offering ~~expenditures.~~are ~~This~~traded ~~deposit is listed as a non-current asset~~ on the ~~balance~~NYSE ~~sheet~~American ~~but could provide working capital~~under if the ~~timing~~symbol ~~of expenditures are realized within the next 15 months~~“AIM.”

Additionally, we received $2.5 million of insurance recoveries under the first layer of our director and officer insurance policy during the quarter ended June 30, 2024. Subsequent to September 30, 2024, we further negotiated collection of $2.5 million from a secondary director and officer policy.Important

AsDo anot ~~research~~send ~~and~~Rights ~~development~~Certificates ~~company,~~directly weto ~~are~~us. ~~conducting~~You ~~research~~are ~~necessary~~responsible tofor ~~bring~~choosing ~~our~~the ~~product,~~payment ~~Ampligen,~~and todelivery ~~market.~~method Asfor ~~such,~~your weRights ~~primarily~~Certificate ~~rely~~and onyou ~~financing~~bear ~~activities~~the torisks ~~provide~~associated ~~the~~with ~~necessary~~such ~~funding~~delivery. toIf ~~meet~~you ~~our~~choose ~~obligations~~to asdeliver ~~they~~your ~~become~~Rights ~~due.~~Certificate ~~AIM~~and ~~has~~payment aby ~~long~~mail, ~~and~~we ~~demonstrated~~recommend ~~history~~that ofyou ~~success~~use inregistered ~~these efforts~~mail, ~~however~~properly insured, ~~there~~with isreturn noreceipt ~~assurance~~requested. We also recommend that weyou ~~will~~allow bea ~~successful~~sufficient innumber ~~attaining~~of days to ensure delivery to the ~~necessary~~subscription ~~funding~~agent in and clearance of payment prior to the ~~future~~expiration time.

Distribution Arrangements

Maxim Group LLC will act as dealer-manager for the Rights Offering. The dealer-manager will provide marketing assistance and advice to us in connection with the Rights Offering and will use its best efforts to solicit the exercise of Subscription Rights and participation in the Over-Subscription Privilege. The dealer-manager is not underwriting or placing any of the Subscription Rights or the shares of our Preferred Stock or Warrants to be issued in the Rights Offering and does not make any recommendation with respect to such Subscription Rights (including with respect to the exercise or expiration of such Subscription Rights), shares of Preferred Stock or Warrants. We have agreed to pay the dealer-manager certain fees and to reimburse the dealer-manager for certain out-of-pocket expenses incurred in connection with this Rights Offering. See “Plan of Distribution.”

Other Matters

We are not making the Rights Offering in any state or other jurisdiction in which it is unlawful to do so, nor are we distributing or accepting any offers to purchase any Units from Subscription Rights holders who are residents of those states or other jurisdictions or who are otherwise prohibited by federal or state laws or regulations from accepting or exercising the Subscription Rights. We may delay the commencement of the Rights Offering in those states or other jurisdictions, or change the terms of the Rights Offering, in whole or in part, in order to comply with the securities laws or other legal requirements of those states or other jurisdictions. Subject to state securities laws and regulations, we also have the discretion to delay allocation and distribution of any securities you may elect to purchase by exercise of your subscription privileges in order to comply with state securities laws. We may decline to make modifications to the terms of the Rights Offering requested by those states or other jurisdictions, in which case, if you are a resident in those states or jurisdictions or if you are otherwise prohibited by federal or state laws or regulations from accepting or exercising the Subscription Rights, you will not be eligible to participate in the Rights Offering. However, we are not currently aware of any states or jurisdictions that would preclude participation in the Rights Offering.

InMATERIAL ~~addition~~U.S. toFEDERAL ~~the~~INCOME $~TAX ~~million we hope to raise pursuant to this prospectus, we currently have two capital mechanisms in place:~~CONSEQUENCES

OnThe ~~April~~following ~~19,~~discussion ~~2023~~describes the material U.S. federal income tax consequences of the receipt and exercise (or expiration) of the Subscription Rights acquired through the Rights Offering, wethe ~~entered~~ownership anand ~~ATM~~disposition ~~offering~~of shares of our Preferred Stock and Warrants received upon exercise of the Subscription Rights and the ownership and disposition of the shares of common stock received upon the conversion of our Preferred Stock or the exercise of the Warrants. This discussion does not purport to be a complete analysis of all potential tax consequences. The ~~agreement~~effects ~~expires~~of other U.S. federal tax laws, such as estate and gift tax laws, alternative minimum tax laws, net investment tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on ~~April~~the 19Code, ~~2025~~U.S. Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of IRS in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a holder of the Subscription Rights, shares of our Preferred Stock, Warrants or shares of our common stock. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the receipt of Subscription Rights through the Rights Offering by persons holding shares of our common stock and Participating Securities pursuant to this Rights Offering, the exercise (or expiration) of the Subscription Rights, the acquisition, ownership and disposition of shares of our Preferred Stock, and the acquisition, ownership and disposition (or expiration) of Warrants, each acquired upon exercise of the Subscription Rights, and the acquisition, ownership and disposition of shares of our common stock acquired upon conversion of our Preferred Stock or exercise of the Warrants.

InThis ~~February~~discussion ~~2024,~~is welimited ~~entered~~to ~~into~~the anSubscription ~~agreement~~Rights ~~with~~acquired ~~Atlas~~through ~~Sciences,~~the ~~LLC.~~Rights ~~Under~~Offering, ~~the~~shares ~~terms~~ of ~~the~~our ~~Agreement~~Preferred weStock ~~can~~and ~~require~~Warrants ~~Atlas to~~acquired ~~purchase~~upon upexercise toof ~~$15.0~~Subscription ~~million~~Rights and shares of our common stock atacquired ~~95%~~upon conversion of ~~the~~our ~~then~~Preferred ~~share~~Stock ~~market~~or ~~value~~exercise atof ~~our~~the Warrants, ~~sole~~in ~~discretion~~each ~~with~~case, nothat ~~restrictions~~are ~~on our~~held ~~use~~as ofa “capital asset” within the ~~proceeds.~~meaning ~~Limitations~~of Section 1221 of the ~~agreement~~Code ~~include~~(generally, ~~volume~~property held ~~based~~for oninvestment). ~~average~~This ~~daily~~discussion ~~trading~~does ~~volume~~not ~~limited~~address toall 4U.~~99%~~S. offederal ~~total shares~~income ~~outstanding~~tax ~~for~~consequences ~~each~~relevant ~~put.~~to ~~There~~a isholder’s noparticular circumstances, ~~assurance~~including asthe toimpact of the ~~amount~~alternative ofminimum ~~funds~~tax ~~that~~or ~~will~~the beunearned ~~realized~~income ~~pursuant~~Medicare contribution tax. In addition, it does not address consequences relevant to ~~the~~holders ~~agreement.~~subject to particular rules, including, without limitation:

~~No assurance~~● ~~can~~U.S. beexpatriates ~~given~~and former citizens or long-term residents of the United States; ● U.S. holders (as defined below) that are subject to taxing jurisdictions other than, or in addition to, the ~~amount~~United States or otherwise hold shares of ~~funding~~our common stock, the Subscription Rights, shares of our Preferred Stock or Warrants in connection with a trade or business, permanent establishment, or fixed base outside the United States; ● corporations organized outside the United States, any state thereof, or the District of Columbia that ~~will~~are benonetheless ~~received~~treated ~~from~~as ~~either~~U.S. persons for U.S. federal income tax purposes; ● persons holding shares of ~~these~~our ~~capital~~common ~~mechanisms~~stock, the Subscription Rights, shares of our Preferred Stock or Warrants as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment; ● banks, insurance companies, underwriters, and other financial institutions; ● brokers, dealers or traders in securities or currencies or traders that elect to mark-to-market their securities; ● “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax; ● partnerships or other entities or arrangements treated as partnerships or other pass-through entities for U.S. federal income tax purposes (and investors therein) and S corporations (and shareholders thereof);

In addition to providing working capital, if fully realized, we believe that the capital mechanisms and proceeds we hope to raise pursuant to this prospectus could possibly provide the equity necessary to correct the deficiency as required by the NYSE American.

We are committed to a focused business plan oriented toward finding senior co-development partners with the capital and expertise needed to commercialize the many potential therapeutic aspects of our experimental drugs and our FDA approved drug Alferon N Injection.

The development of our products requires the commitment of substantial resources to conduct the time-consuming research, preclinical development, and clinical trials that are necessary to bring pharmaceutical products to market. We believe, based on our current financial condition, that we have adequate funds to meet our anticipated operational cash needs and fund current clinical trials over approximately the next fifteen months. At present we do not generate any material revenues from operations, and we do not anticipate doing so in the near future. We may need to obtain additional funding in the future for new studies and/or if current studies do not yield positive results, require unanticipated changes and/or additional studies. In this regard, in February 2022, the SEC declared our S-3 Shelf Registration Statement effective which will allow us to raise additional capital in the future. 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 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. For the nine months ended September 30, 2024, we 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. During the year ended December 31, 2023, we sold 598,114 shares under the EDA for total gross proceeds of approximately $344,000, which includes a 3.0% fee to Maxim of $10,326. We hope to raise additional funds through the EDA. No assurance can be given as to the amount of any additional sales pursuant to the EDA.

Securities Purchase Agreement

On May 31, 2024, we 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 we issued to the Purchaser, (i) in a registered direct offering, 5,640,958 shares of our common stock (the “Shares”), par value $0.001 per share common stock and (ii) in a concurrent private placement, we issued to the Purchaser Class A common warrants to purchase an aggregate of up to 5,640,958 shares of its common stock (the “A Warrants”) at an exercise price of $0.363 per share and Class B common warrants to purchase an aggregate of up to 5,640,958 shares of our common stock (the “B Warrants” and, along with the A Warrants, the “Common Warrants”) at an exercise price of $0.363 per share. The A Warrants and B Warrants are not 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 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.

~~We received~~● ~~aggregate~~real ~~gross~~estate ~~proceeds~~investment ~~from~~trusts, ~~the~~regulated ~~Transactions~~investment ofcompanies, ~~approximately~~grantor $2trusts,~~047,688,~~ ~~before~~tax-exempt ~~deducting~~organizations ~~fees~~or governmental organizations; ● persons deemed to sell the ~~placement~~Subscription ~~agent and~~Rights, ~~other~~shares ~~estimated~~of ~~offering~~Preferred ~~expenses~~Stock, ~~payable~~or byWarrants ~~us.~~or ~~The~~shares ~~Shares~~of ~~are~~our ~~being~~common ~~offered~~stock byunder usthe ~~pursuant~~constructive sale provisions of the Code; ● persons subject to special tax accounting rules as a ~~shelf~~result ~~registration~~of ~~statement on~~any ~~Form~~item ~~S-3~~of gross income being taken into account in an applicable financial statement (~~File~~as ~~No.~~defined ~~333-262280~~in the Code); ● persons for whom our stock constitutes “qualified small business stock” within the meaning of Section 1202 of the Code; ● persons who received, ~~which~~hold ~~was~~or ~~declared~~will ~~effective~~receive onshares ~~February~~of 4our common stock, ~~2022~~Participating (Securities, the Subscription Rights, shares of our Preferred Stock or Warrants pursuant to the exercise of any employee stock option or otherwise as ~~amended~~compensation ~~from~~and ~~time~~persons who hold restricted common stock; ● tax-qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; ● persons subject to ~~time)~~the alternative minimum tax; and ● U.S. holders that have a functional currency other than the U.S. dollar.

~~Pursuant~~If toan ~~the~~entity ~~terms~~treated ofas ~~the~~a ~~Purchase~~partnership ~~Agreement,~~for ~~subject~~U.S. tofederal ~~certain~~income ~~exceptions,~~tax wepurposes ~~could~~holds ~~not~~shares ~~issue~~of ~~any~~our ~~equity~~common ~~securities~~stock, ~~for 60 days following~~ the ~~issuance~~Subscription ~~date~~Rights, ~~provided~~shares of ~~that~~our wePreferred ~~were~~Stock ~~able~~and toWarrants ~~utilize~~acquired ~~our~~upon ~~at-the-market~~exercise ~~offering~~of ~~program~~Subscription ~~with~~Rights ~~the~~or ~~placement~~shares ~~agent~~of ~~after~~our ~~30 days.~~common ~~Additionally,~~stock weacquired ~~could~~upon ~~not~~conversion of ~~enter~~our ~~into~~Preferred aStock ~~variable~~or ~~rate~~exercise ~~transaction~~of ~~(other than~~ the ~~ATM~~Warrants, ~~program~~as ~~with~~ the ~~placement~~case ~~agent) for~~may ~~120~~be, ~~days after~~ the ~~issuance~~tax ~~date.~~treatment Inof ~~addition,~~a ~~our~~partner ~~executive~~in ~~officers~~the ~~and~~partnership ~~each~~will ofdepend on ~~our~~the ~~directors~~status ~~have~~of ~~entered~~the ~~into~~partner, ~~lock-up~~the ~~agreements with~~activities usof ~~pursuant~~the topartnership ~~which~~and ~~each~~certain ofdeterminations ~~them~~made ~~has~~at ~~agreed~~the ~~not~~partner tolevel. Accordingly, ~~for~~partnerships and athe ~~period~~partners ofin 90such ~~days~~partnerships ~~from~~should ~~the~~consult ~~closing~~their ofown ~~the~~tax ~~Transactions,~~advisors ~~offer,~~regarding ~~sell, transfer~~the orU.S. ~~otherwise~~federal ~~dispose~~income oftax ~~our~~consequences ~~securities, subject~~ to ~~certain exceptions~~them.

~~The~~THIS ~~exercise~~DISCUSSION ~~price~~IS ofFOR ~~the~~INFORMATION ~~Common~~PURPOSES ~~Warrants,~~ONLY ~~and~~AND ~~the~~IS ~~number~~NOT ofTAX ~~Common~~ADVICE. ~~Warrant~~INVESTORS ~~Shares,~~SHOULD ~~are~~CONSULT ~~subject~~THEIR toOWN ~~adjustment~~TAX inADVISORS ~~the~~WITH ~~event~~RESPECT ofTO ~~any stock dividend~~THE orAPPLICATION ~~split,~~OF ~~reverse~~THE ~~stock~~U.S. ~~split,~~FEDERAL ~~recapitalization,~~INCOME ~~reorganization~~TAX orLAWS ~~similar~~TO ~~transaction,~~THEIR asPARTICULAR ~~described~~SITUATIONS inAS ~~the~~WELL ~~Common~~AS ~~Warrants.~~ANY IfTAX aCONSEQUENCES ~~Fundamental Transaction~~OF ~~(as~~THE ~~defined~~RECEIPT, inOWNERSHIP AND ~~the~~EXERCISE ~~Common~~OF ~~Warrants)~~SUBSCRIPTION ~~occurs~~RIGHTS, ~~then~~THE ~~the~~ACQUISITION, ~~successor~~OWNERSHIP, ~~entity~~AND ~~will~~DISPOSITION ~~succeed~~OF ~~to,~~SHARES ~~and~~OF beOUR ~~substituted~~PREFERRED ~~for~~STOCK ~~us,~~AND ~~and~~WARRANTS ~~may~~ACQUIRED ~~exercise~~UPON ~~every~~EXERCISE ~~right~~OF ~~and~~SUBSCRIPTION ~~power~~RIGHTS, ~~that~~AND weSHARES ~~may~~OF ~~exercise~~OUR ~~and~~COMMON ~~will~~STOCK ~~assume~~ACQUIRED ~~all~~UPON ofCONVERSION ~~its~~OF ~~obligations~~PREFERRED ~~under~~STOCK ~~the~~OR ~~Common~~EXERCISE ~~Warrants~~OF ~~with the same effect~~WARRANTS asARISING ifUNDER ~~such~~THE ~~successor entity had been named in the warrant itself~~U. ~~Common Warrant Holders will have additional rights defined in the Common Warrants~~S. ~~The~~FEDERAL ~~Common~~ESTATE ~~Warrants~~OR ~~will~~GIFT beTAX ~~exercisable~~LAWS onOR aUNDER ~~“cashless”~~THE ~~basis~~LAWS ~~only~~OF ifANY ~~there is not a current registration statement permitting public resale. In this regard~~STATE, ~~the~~LOCAL ~~Company~~OR ~~filed a registration statement to register the resale of the Common Warrant Shares~~NON-U. ~~That registration statement was declared effective by the SEC on July 11, 2024~~S. ~~The~~TAXING ~~Company~~JURISDICTION ~~has~~OR ~~agreed to use commercially reasonable~~UNDER ~~efforts~~ANY toAPPLICABLE ~~cause~~INCOME ~~such~~TAX registration statement to become effective within 181 days following the issuance date and to keep such registration statement effective at all times until no Purchaser owns any Warrants or Warrant Shares issuable upon exercise thereofTREATY.

~~Maxim~~Tax ~~acted~~Considerations asApplicable ~~the placement agent on a “commercially reasonable best efforts” basis, in connection with the Transactions pursuant~~ to ~~the Placement Agency Agreement, dated May 31, 2024 (the “Placement Agency Agreement”), by and between us and the placement agent~~U. Pursuant to the Placement Agency Agreement, the placement agent received 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 expensesS. Holders

NoDefinition ~~assurance can be given as to the amount~~ of ~~funds~~a ~~that could be raised or the potential dilution to current stockholders~~U. If we are unable to commercialize and sell Ampligen and/or recommence material sales of Alferon N Injection, our operations, financial position and liquidity may be adversely impacted, and additional financing may be requiredS. There can be no assurances that, if needed, we will be able to raise adequate funds from the EDA or otherwise, or enter into licensing, partnering or other arrangements to advance our business goals. We may seek to access the public equity market whenever conditions are favorable, even if we do not have an immediate need for additional capital at that time. We are unable to estimate the amount, timing or nature of future sales of outstanding common stock or instruments convertible into or exercisable for our common stock. Any additional funding may result in significant dilution and could involve the issuance of securities with rights, which are senior to those of existing stockholders. See “Part I, Item 1A - Risk Factors; We may require additional financing which may not be available” in our Annual Report on Form 10-K for the year ended December 31, 2023.Holder

~~Second~~For ~~Securities~~purposes ~~Purchase~~of ~~Agreement~~this discussion, a “U.S. holder” is any beneficial owner of shares of our common stock, our Subscription Rights, shares of our Preferred Stock and Warrants acquired upon exercise of Subscription Rights or shares of our common stock acquired upon conversion of our Preferred Stock or exercise of Warrants, as the case may be, that, for U.S. federal income tax purposes, is:

~~On September~~● ~~30,~~an ~~2024,~~individual ~~the~~who ~~Company~~is ~~entered into~~ a ~~similar~~citizen ~~securities~~or ~~purchase~~resident ~~agreement~~of ~~with~~ the ~~Purchaser.~~United ~~Pursuant~~States; to● ~~the~~a ~~new~~corporation ~~Purchase Agreement~~(or weother ~~issued~~entity totreated ~~the~~as ~~Purchaser, (i) in~~ a ~~registered~~corporation ~~direct~~for ~~offering,~~U.S. ~~4,653,036~~federal ~~shares~~income oftax ~~our common stock (the “Shares”~~purposes)~~, par~~ ~~value~~created ~~$0.001~~or ~~per~~organized ~~share~~under ~~common~~the ~~stock~~laws ~~and~~of ~~(ii)~~the inUnited aStates, ~~concurrent~~any ~~private~~state ~~placement~~thereof, weor ~~issued to~~ the ~~Purchaser~~District ~~Class~~of CColumbia; ~~common warrants~~● ~~to purchase~~ an ~~aggregate of up to 4~~estate,~~653,036~~ ~~shares of its common stock (~~the “Cincome ~~Warrants”)~~of atwhich anis ~~exercise price~~subject ofto $0U.28S. ~~per~~federal ~~share~~income ~~and~~tax ~~Class~~regardless ~~D common warrants to purchase an aggregate~~ of upits tosource; ~~4,653,036~~or ~~shares~~● ofa ~~our~~trust ~~common~~that ~~stock~~ (~~the~~1) ~~“D Warrants”~~is ~~and,~~subject ~~along~~to ~~with~~ the Cprimary ~~Warrants,~~supervision ~~the “Second Common Warrants”) at an exercise price~~ of ~~$0.28~~a ~~per share~~U. ~~The~~S. Ccourt ~~Warrants~~ and ~~D Warrants are not exercisable for six months after~~ the ~~issuance~~control ~~date~~of ~~and~~one ~~will~~or ~~expire,~~more ~~respectively,~~United 24States ~~months~~persons ~~and five~~(within ~~years and six months after~~ the ~~issuance~~meaning ~~date.~~of WeSection ~~received~~7701(a)(30) ~~aggregate gross proceeds from this transactions~~ of ~~approximately~~the $1Code),~~256,317, before~~ ~~deducting~~or ~~fees~~(2) tohas ~~the~~made ~~Placement~~a ~~Agent~~valid ~~and~~election ~~other~~under ~~estimated~~applicable ~~offering expenses payable by us~~U.S. ~~The~~Treasury ~~shares~~Regulations ~~issuable~~to ~~upon~~continue ~~the~~to ~~exercise of~~be ~~the~~treated ~~second~~as ~~Common~~a ~~Warrants~~United ~~were~~States ~~subsequently registered for public sale~~person.

~~NYSE~~Receipt ~~American~~of ~~Continued~~Subscription ~~Listing Requirements~~Rights

ToAlthough ~~preserve~~the ~~our~~authorities ~~listing~~governing ontransactions ~~the~~such ~~NYSE~~as ~~American~~this ~~(the~~Rights ~~“Exchange”),~~Offering ~~among~~are ~~other~~complex ~~things,~~and wedo ~~are~~not ~~required~~speak directly to ~~maintain Stockholders~~the ~~Equity~~consequences of $6certain aspects of this Rights Offering,~~000,000~~ orincluding wethe ~~may~~inclusion ~~receive~~of athe ~~warning~~right orto apurchase ~~delisting~~Warrants ~~notice.~~in ~~Pursuant~~the Subscription Rights (rather than the right to apurchase ~~letter~~only ~~from~~shares of our Preferred Stock), the ~~Exchange~~distribution of Subscription Rights to holders of Participating Securities ~~informing~~and usthe effects of ~~this~~the ~~non~~Over-~~compliance~~Subscription Privilege, we ~~submitted~~do not believe a ~~Plan~~U.S. toholder’s receipt of Subscription Rights pursuant to the ~~Exchange~~Rights ~~illustrating~~Offering ~~how~~should webe ~~can~~treated ~~regain~~as ~~compliance~~a bytaxable ~~June~~distribution 11with respect to its existing shares of common stock or Participating Securities, ~~2026~~as applicable, for U. IfS. federal income tax purposes. Section 305(a) of the ~~Exchange~~Code ~~does~~generally ~~not~~provides ~~accept~~that ~~our~~the ~~Plan~~receipt by a stockholder, or wea ~~are~~holder ~~not~~of ~~able~~rights to ~~regain~~acquire ~~compliance~~stock, byof ~~June~~a ~~11,~~right ~~2026,~~to ~~our~~acquire ~~common~~ stock ~~may~~or bewarrants ~~delisted from~~is not included in the ~~Exchange.~~taxable Asincome of the ~~September~~stockholder; 30however, ~~2024,~~the ~~our~~general ~~stockholders’~~non-recognition ~~equity~~rule ~~was~~in ~~$2.9~~Section ~~million.~~305(a) Weof ~~must~~the ~~increase~~Code ~~our stockholders’~~is ~~equity~~subject to beexceptions atdescribed ~~least~~in $6Section 305(b) ~~million~~of tothe ~~regain~~Code, ~~compliance~~which ~~with~~include ~~this~~“disproportionate ~~rule~~distributions.” IfA wedisproportionate ~~are~~distribution ~~not~~is ~~able~~generally toa ~~raise~~distribution ~~sufficient~~or ~~capital~~a inseries ~~this~~of ~~offering~~distributions, ~~and~~including bydeemed distributions, that has the effect of the receipt of cash or other ~~means,~~property weby ~~may~~some bestockholders (including ~~unable~~holders of rights to ~~regain~~acquire ~~compliance~~stock ~~with~~and ~~the~~holders ~~Exchange’s~~of ~~listing standards~~debt instruments convertible into stock) and ~~our~~an ~~securities~~increase ~~could~~in bethe ~~subject~~proportionate interest of other stockholders (including holders of rights to ~~delisting.~~acquire ~~See~~stock ~~“Risk~~and ~~Factors~~holders -of Wedebt ~~are~~instruments ~~currently~~convertible ~~not~~into stock) in ~~compliance~~a ~~with~~corporation’s ~~the Exchange~~assets ~~continued~~or ~~listing~~earnings ~~requirements~~and profits. IfDuring the last 36 months, we ~~are~~have ~~unable~~not made any distributions of cash or property (other than stock or rights to ~~regain~~acquire ~~compliance~~stock) with ~~the~~respect ~~Exchange’s~~to: ~~listing~~(i) ~~requirements,~~our common stock or (ii) options or warrants to acquire our ~~securities~~common ~~could~~stock. beCurrently ~~delisted,~~we ~~which~~do ~~could~~not ~~affect~~intend to make any future distributions of cash or property (other than stock or rights to acquire stock) with respect to: (i) our common stock’s ~~market~~or ~~price~~(ii) ~~and~~options ~~liquidity~~or ~~and~~warrants ~~reduce~~to acquire our ~~ability~~common tostock; ~~raise~~however, there is no guarantee ~~capital~~that we will not make such distributions in the future.” In addition, we do not currently have any convertible debt outstanding nor do we currently intend to issue any convertible debt.

The position regarding the non-taxable treatment of the Subscription Right distribution is not binding on the IRS, or the courts. If this position is finally determined by the ~~common~~IRS ~~stock~~or ~~ultimately~~a ~~were~~court to be ~~delisted~~incorrect, ~~for~~whether ~~any reason~~because, itcontrary ~~could~~to ~~negatively~~our ~~impact~~expectations, usdistributions byof cash or property (i)other ~~reducing~~than ~~the~~stock ~~liquidity~~or ~~and~~rights ~~market price~~to ofacquire stock) are made with respect to our common stock;, ~~(ii)~~options ~~reducing~~or warrants, because the ~~number~~issuance of ~~investors~~the ~~willing~~Subscription toRights ~~hold~~is a “disproportionate distribution” or ~~acquire~~otherwise, the ~~common~~fair ~~stock,~~market ~~which~~value ~~could~~of ~~negatively~~the Subscription ~~impact~~Rights would be taxable to U.S. holders of our ~~ability~~common stock as a dividend to ~~raise~~the ~~equity~~extent ~~financing;~~of ~~(iii)~~the ~~limiting~~U.S. holder’s pro rata share of our ~~ability~~current toand ~~use~~accumulated earnings and profits, if any, with any excess being treated as a ~~registration~~return ~~statement~~of capital to ~~offer~~the extent thereof and ~~sell~~then ~~freely~~as ~~tradable~~capital gain. Although no assurance can be given, we anticipate that we will not have current and accumulated earnings ~~securities~~and profits through the end of 2025. Further, ~~thereby~~if ~~preventing~~the usposition ~~from~~regarding ~~accessing~~the non-taxable treatment of the ~~public~~Subscription ~~capital~~Rights ~~markets;~~distribution is incorrect, the treatment of holders of Participating Securities is not clear, and ~~(iv)~~it ~~impairing~~may ~~our~~differ ~~ability~~from, toand ~~provide~~may ~~equity~~be ~~incentives~~more adverse than, the treatment of the Subscription Rights distribution to ~~our~~the ~~employees~~holders of common stock.

~~BUSINESS~~The following discussion is based upon the treatment of the Subscription Right issuance as a non-taxable distribution with respect to a U.S. holder’s’ existing shares of common stock or Participating Securities for U.S. federal income tax purposes.

~~AIM~~Tax ~~ImmunoTech~~Basis ~~Inc. and its subsidiaries are an immuno-pharma company headquartered~~ in ~~Ocala, Florida, and focused on~~ the ~~research~~Subscription 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. 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.Rights

~~Our~~If ~~flagship~~the ~~products~~fair ~~are~~market ~~Ampligen~~value ~~(rintatolimod)~~of ~~and~~the ~~Alferon~~Subscription NRights ~~Injection~~a U.S. holder receives is less than 15% of the fair market value of the U.S. holder’s existing shares of common stock or Participating Securities (~~Interferon~~in ~~alfa~~each case, with respect to which the Subscription Rights are distributed) on the date the U.S. ~~Ampligen~~holder isreceives athe ~~dsRNA~~Subscription ~~molecule~~Rights, ~~being~~the ~~developed~~Subscription Rights will be allocated a zero tax basis for ~~globally~~U.S. ~~important~~federal income ~~cancers~~tax purposes, ~~viral~~unless ~~diseases~~the U.S. holder elects to allocate the tax basis in the holder’s existing shares of common stock or Participating Securities between the existing shares of common stock or Participating Securities and ~~disorders~~the Subscription Rights in proportion to the relative fair market values of the ~~immune~~existing ~~system.~~shares ~~Ampligen~~of ~~has~~common ~~not~~stock ~~been~~or ~~approved~~Participating Securities and the Subscription Rights determined byon the ~~FDA~~date of receipt of the Subscription Rights. If a U.S. holder chooses to allocate tax basis between the holder’s existing common stock or ~~marketed~~Participating inSecurities and the ~~United~~Subscription ~~States~~Rights, ~~but~~the isU.S. ~~approved~~holder ~~for~~must ~~commercial~~make ~~sale~~this inelection on a statement included with the ~~Argentine~~holder’s ~~Republic~~timely filed U.S. federal income tax return (including extensions) for the ~~treatment~~taxable ofyear ~~severe~~in ~~CFS~~which the U.S. holder receives the Subscription Rights. Such an election is irrevocable.

We are currently proceeding primarily in four areas:

● Conducting clinical trials to evaluate the efficacy and safety of Ampligen for the treatment of pancreatic cancer. ● Evaluating Ampligen across multiple cancers as a potential therapy that modifies the tumor microenvironment with the goal of increasing anti-tumor responses to checkpoint inhibitors. ● Exploring Ampligen’s antiviral activities and potential use as a prophylactic or treatment for existing viruses, new viruses and mutated viruses thereof. ● Evaluating Ampligen as a treatment for ME/CFS and fatigue and/or the Post-COVID condition of fatigue.

We are prioritizing activities in an order related to the stage of development, with those clinical activities such as pancreatic cancer, ME/CFS and Post-COVID conditions having priority over antiviral experimentation. We intend that priority clinical work be conducted in trials authorized by the FDA or EMA, which trials support a potential future NDA. However, our 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, we will conduct antiviral programs in those venues most readily available and able to generate valid proof-of-concept data, including foreign venues.

~~Immuno-Oncology~~However, if the fair market value of the Subscription Rights a U.S. holder receives is 15% or more of the fair market value of the holder’s existing shares of common stock or Participating Securities on the date the U.S. holder receives the Subscription Rights, then the U.S. holder must allocate tax basis in the existing shares of common stock or Participating Securities between those shares or warrants and the Subscription Rights the U.S. holder receives in proportion to their fair market values determined on the date the U.S. holder receives the Subscription Rights. Please refer to the discussion below regarding the U.S. tax treatment of a U.S. holder that, at the time of the receipt of the Subscription Right, no longer holds the common stock or Participating Securities with respect to which the Subscription Right was distributed.

WeThe ~~are~~fair ~~focused~~market onvalue ~~pancreatic~~of ~~cancer~~the ~~because~~Subscription ~~testing~~Rights ~~results,~~on tothe date, ~~primarily~~that ~~conducted~~the inSubscription Rights are distributed is uncertain and the ~~Netherlands~~fair market value of the Participating Securities is uncertain, and we have ~~been~~not ~~very~~obtained, ~~promising.~~and do not intend to obtain, an appraisal of the fair market ~~The~~value ~~Netherlands~~of ~~study~~the ~~generated~~Subscription ~~statistically~~Rights ~~significant~~or ~~data~~the ~~indicating~~Participating ~~that~~Securities ~~Ampligen~~on ~~extended~~that ~~survival~~date. ~~well~~In ~~beyond~~determining the ~~Standard~~fair market value of the Subscription ~~Care~~Rights, ~~(“SOC”)~~U.S. holders should consider all relevant facts and circumstances, ~~when~~including ~~compared~~without tolimitation ~~well-matched~~any ~~historical~~difference ~~controls.~~between ~~These~~the ~~data~~Subscription Price ~~support~~of the ~~proposition~~Subscription Rights and the trading price of our shares of common stock on the date that ~~Ampligen,~~the ~~when~~Subscription ~~administered~~Rights are distributed, tothe ~~either~~fair ~~patients~~market ~~with~~value ~~locally~~and ~~advanced~~the orconversion ~~metastatic~~terms ~~pancreatic~~of ~~cancer~~the ~~after~~Preferred ~~systemic~~Stock, ~~chemotherapy~~the ~~showed~~exercise aprice ~~statistically~~of ~~significant~~the Warrants, the length of the period during ~~increase~~which inthe ~~survival~~Subscription ~~rate~~Rights may be exercised and the fact that the Subscription Rights are non-transferable. In ~~October~~determining ~~2021~~the fair market value of the Participating Securities, weU.S. holders should consider all relevant facts and circumstances, including without limitation the difference between the exercise price of the Participating Securities and the trading price of our ~~Contract~~common ~~Research~~stock ~~Organization,~~on ~~Amarex~~the date that the Subscription Rights are distributed, ~~submitted~~the anlength ~~Investigational~~of ~~New~~the ~~Drug~~period during which the Participating Securities may be exercised, the nature ~~(“IND”)~~of ~~application~~the toadjustment provisions in the ~~FDA~~Participating ~~for~~Securities athat ~~planned~~may ~~Phase~~affect 2the ~~study~~economics of ~~Ampligen~~the asexercise aof ~~therapy~~such ~~for~~Participating ~~locally~~Securities and ~~advanced~~any orlimitations ~~metastatic~~of ~~late-stage pancreatic~~the ~~cancer~~transferability of the Participating Securities.

~~Because~~Exercise of ~~the~~Subscription differences in the scale of necessary trials, our initial primary focus when it comes to pancreatic cancer will be cases that are locally advanced, rather than metastatic. The number of different approaches to treating metastatic pancreatic cancer — approaches which would be determined by treating physicians — would require a much larger, far more expensive trial than a trial for locally advanced pancreatic cancer. Therefore, we are focusing on patients who have completed FOLFIRINOX and have stable disease. In August 2022, we received Institutional Review Board (“IRB”) approval of the trial protocol in locally advanced pancreatic cancer and announced the trial’s commencement. The study is recruiting patients. Assuming this trial and subsequent planned clinical trials confirm the existing data, our goal is to then submit an NDA for use of Ampligen in pancreatic cancer patients.Rights

~~Ampligen~~A ~~has~~U.S. ~~also~~holder ~~demonstrated~~will innot ~~the~~recognize ~~clinic~~gain ~~the~~or ~~potential~~loss ~~for~~upon ~~standalone~~the ~~efficacy~~exercise inof a ~~number~~Subscription ofRight ~~other~~received ~~solid~~in ~~tumors.~~the WeRights ~~have~~Offering. ~~also~~A ~~seen~~U.S. ~~success~~holder’s inadjusted ~~increasing~~tax ~~survival~~basis, ~~rates~~if ~~and~~any, ~~efficacy~~ in the ~~treatment~~Subscription ofRight ~~animal~~plus ~~tumors~~the ~~when~~Subscription ~~Ampligen~~Price isshould ~~used~~be inallocated ~~combination~~between ~~with~~the ~~checkpoint~~share ~~blockade~~of Preferred ~~therapies.~~Stock Inand ~~fact,~~the inWarrants ~~March~~acquired ~~2022~~upon weexercise ~~announced~~of ~~interim~~the ~~data~~Subscription ~~from~~Right. anWe ~~investigator-initiated,~~believe ~~Phase~~that 2,the ~~single-arm,~~tax ~~efficacy/safety~~basis ~~trial~~in the common stock or Participating toSecurities ~~evaluate~~upon which the ~~effectiveness~~Subscription ofRights ~~combining~~were ~~intensive~~issued ~~locoregional~~which ~~intraperitoneal~~is ~~(IP)~~allocated ~~chemoimmunotherapy~~to ofthe ~~cisplatin~~Subscription ~~with~~Rights IPunder ~~Ampligen (TLR-3~~the ~~agonist)~~prior ~~and~~section IVentitled “—Tax ~~infusion~~Basis ofin the ~~checkpoint~~Subscription ~~inhibitor~~Rights” ~~pembrolizumab~~should ~~for~~be ~~patients~~further ~~with~~allocated ~~recurrent~~between ~~platinum-sensitive~~the ~~ovarian~~shares ~~cancer. We~~of ~~believe~~Preferred ~~that~~Stock ~~data~~and ~~from~~ the ~~study,~~Warrants acquired ~~which~~upon isexercise ~~being~~of ~~conducted~~the bySubscription ~~the~~Right ~~University~~in ofproportion ~~Pittsburgh~~to ~~Medical~~their ~~Center~~relative ~~and~~fair ~~funded~~market byvalues aon ~~Merck~~the ~~grant,~~date the Subscription Rights ~~demonstrated~~were ~~that~~distributed. ~~when~~The ~~combining~~Subscription ~~three~~Price ~~drugs~~should –be ~~Ampligen~~allocated ~~and~~between ~~pembrolizumab,~~the ~~which~~shares ~~are~~of ~~both~~Preferred ~~immune~~Stock ~~therapies,~~and ~~with~~the ~~cisplatin,~~Warrant aacquired ~~chemotherapy~~upon exercise –of ~~evidence~~the ofSubscription ~~increased~~Right ~~biomarkers~~in ~~associated~~proportion ~~with~~to Ttheir ~~cell~~relative ~~chemotaxis~~fair ~~and~~market ~~cytolytic~~values ~~function~~on ~~has~~the ~~been~~exercise ~~seen~~date. ~~Importantly,~~These ~~increases of~~allocations ~~these~~will ~~biomarkers~~establish in the U.S. ~~tumor~~holder’s ~~microenvironment~~initial ~~have~~tax ~~been~~basis ~~correlated~~for ~~with~~U.S. ~~favorable~~federal ~~tumor~~income ~~responses.~~tax ~~These~~purposes ~~successes~~ in the ~~field~~shares of ~~immuno-oncology~~ ~~have~~Preferred ~~guided~~Stock ~~our~~and ~~efforts~~Warrants ~~toward~~received ~~the~~upon exercise ~~potential use~~ of ~~Ampligen~~such asU.S. aholder’s ~~combinational~~Subscription ~~therapy~~Right. ~~for~~The ~~the~~holding ~~treatment~~period of a ~~variety~~ share of ~~solid~~Preferred ~~tumor~~Stock ~~types.~~or ~~The~~a ~~first~~Warrant acquired upon exercise of ~~our~~a ~~patent~~Subscription ~~applications~~Right in ~~this~~the ~~space~~Rights ~~was~~Offering ~~granted~~will bybegin ~~the Netherlands~~ on ~~March~~the ~~15,~~date ~~2021~~of exercise.

~~Please~~If, ~~see~~at ~~“Immuno-Oncology”~~the ~~below~~time of the receipt or exercise of the Subscription Right, the U.S. holder no longer holds the common stock or Participating Securities with respect to which the Subscription Right was distributed, then certain aspects of the tax treatment of the receipt and exercise of the Subscription Right are unclear, including (1) the allocation of the tax basis between the shares of our common stock or Participating Securities previously sold and the Subscription Right, (2) the impact of such allocation on the amount and timing of gain or loss recognized with respect to the shares of our common stock or Participating Securities previously sold, and (3) the impact of such allocation on the tax basis of the shares of our Preferred Stock and Warrants acquired upon exercise of the Subscription Right. If a U.S. holder exercises a Subscription Right received in the Rights Offering after disposing of shares of our common stock or Participating Securities with respect to which the Subscription Right is received, the U.S. holder should consult its own tax advisor.

Ampligen as a Potential Antiviral

We have a research and pre-clinical history that indicates broad-spectrum antiviral capability of Ampligen in animals. We hope to demonstrate that it has the same effect in humans. To do this, among other things, we need a population infected with a virus. That is why we have spent significant resources on COVID-19 (the disease caused by SARS-CoV-2) which is active and still infecting many subjects. While much would need to be done to get Ampligen to market as a broad-spectrum antiviral, we believe that it is important to focus our efforts first and foremost on thoroughly proving the concept, especially while there is still a large COVID-19-infected population. Previously, animal studies were conducted that yielded positive results utilizing Ampligen to treat numerous viruses, such as Western Equine Encephalitis Virus, Ebola, Vaccinia Virus (which is used in the manufacture of smallpox vaccine) and SARS-CoV-1. We have conducted experiments in SARS-CoV-2 showing Ampligen has a powerful impact on viral replication. The prior studies of Ampligen in SARS-CoV-1 animal experimentation may predict similar protective effects against SARS-CoV-2.

The FDA has requested that we provide additional data to assist the agency in evaluating the potential risks and benefits of administering Ampligen to asymptomatic and mild COVID-19 individuals. However, as discussed in more detail below, where the threat to the patient from COVID-19 is high, the FDA has already authorized Ampligen in a clinical trial of patients with COVID-19 who have a pre-existing cancer, although this study is currently suspended. We have also elected to explore studies (initially with healthy volunteers) outside the United States and have already conducted a study in the Netherlands to determine the safety profile of the intranasal delivery of Ampligen.

InExpiration ~~this regard, CHDR, a foundation located in Leiden in the Netherlands, managed a Phase 1 randomized, double-blind study for us to evaluate the safety, tolerability, and biological activity~~ of ~~repeated~~Subscription administration of Ampligen intranasally. A total of 40 healthy subjects received either Ampligen or a placebo in the trial, with the Ampligen given at four escalating dosages across four cohorts, to a maximum level of 1,250 micrograms. The study was completed, and the Final Safety Report reported no Serious or Severe Adverse Events at any dosage level.Rights

~~While~~If ~~there~~a ~~are~~U.S. ~~approved~~holder ~~therapies~~allows ~~for~~Subscription ~~COVID-19,~~Rights wereceived ~~believe~~in ~~that,~~the ifRights ~~Ampligen~~Offering ~~has~~to expire, the ~~broad-spectrum~~U.S. ~~antiviral~~holder ~~properties~~should ~~that~~not werecognize ~~believe~~any ~~that~~gain or itloss ~~has,~~for itU.S. ~~could~~federal beincome atax ~~very~~purposes, ~~valuable~~and ~~tool~~the inU.S. ~~treating~~holder ~~variants~~should ofre-allocate ~~existing~~any ~~viral~~portion ~~diseases,~~of ~~including~~the ~~COVID-19,~~tax orbasis ~~novel~~in ~~ones~~its ~~that~~existing ~~arise~~common instock ~~the~~or ~~future.~~participating ~~Unlike~~warrants ~~most~~or ~~developing~~options ~~therapeutics~~previously ~~which~~allocated ~~attack~~to the ~~virus,~~Subscription ~~Ampligen~~Rights ~~works~~that ~~differently.~~have Weexpired ~~believe~~to ~~that~~such ~~it activates antiviral~~U.S. ~~immune~~holder’s ~~system~~existing ~~pathways~~common ~~that~~stock ~~fight~~or ~~not~~participating ~~just~~options ~~a particular virus~~ or ~~viral variant~~warrants, ~~but other similar viruses~~ as ~~well~~applicable.

~~Please~~Sale ~~see~~or ~~“Ampligen~~Other asDisposition, aExercise ~~Potential~~or ~~Antiviral”~~Expiration ~~below.~~of Warrants

~~Ampligen~~Upon asthe sale or other taxable disposition of a ~~Treatment~~Warrant ~~for~~(other ~~ME/CFS~~than by exercise) received upon exercise of a Subscription Right, a U.S. holder will generally recognize capital gain or loss equal to the difference between the amount realized on the sale or other taxable disposition and ~~Post~~the U.S. holder’s adjusted tax basis in the Warrant. A U.S. Holder’s adjusted tax basis in a Warrant will generally equal its initial tax basis (discussed above under “—Exercise of Subscription Rights”), as adjusted for any constructive dividends on the Warrant described below. This capital gain or loss will be long-~~Covid~~term ~~Conditions~~capital gain or loss if the U.S. holder’s holding period in such Warrant is more than one year at the time of the sale or other taxable disposition. The deductibility of capital losses is subject to certain limitations.

WeA ~~have~~U.S. ~~long~~holder ~~been~~will ~~focused~~not onbe ~~seeking~~required ~~the~~to ~~FDA’s~~recognize ~~approval~~income, ~~for~~gain ~~the~~or ~~use~~loss upon exercise of ~~Ampligen~~a toWarrant ~~treat~~received ~~ME/CFS~~upon exercise of a Subscription Right. InA ~~fact,~~U.S. holder’s tax basis in ~~February~~a ~~2013,~~share weof our common stock received a ~~CRL~~upon ~~from~~exercise of the ~~FDA~~Warrants for ~~our~~cash ~~Ampligen~~will ~~NDA~~be ~~for~~equal ~~ME/CFS,~~to the ~~stating~~sum ~~that~~of we(1) ~~should~~the ~~conduct~~U.S. atholder’s ~~least~~tax ~~one~~basis ~~additional~~in ~~clinical~~the ~~trial,~~Warrants ~~complete~~exchanged ~~various~~therefor and (2) the exercise price of such Warrants. A U.S. ~~nonclinical~~holder’s ~~studies~~holding ~~and~~period ~~perform~~in athe ~~number~~shares of ~~data~~our ~~analyses~~common stock received upon exercise will commence on the day after such U.S. holder exercises the Warrants.

~~While~~In ~~developing~~certain acircumstances, ~~comprehensive response to~~ the ~~FDA~~Warrants ~~and~~will abe ~~plan~~exercisable ~~for~~on a ~~confirmatory~~cashless ~~trial~~basis. ~~for~~The ~~the~~U.S. ~~FDA~~federal ~~NDA,~~income wetax ~~proceeded~~treatment ~~independently in Argentina and, in August 2016, we received approval~~ of an ~~NDA~~exercise ~~from ANMAT for commercial sale~~ of a ~~Ampligen~~Warrant inon ~~the~~a ~~Argentine~~cashless ~~Republic~~basis ~~for~~is ~~the~~not ~~treatment of severe CFS. In September 2019~~clear, weand ~~received~~could ~~clearance~~differ from the ~~FDA~~consequences todescribed ~~ship~~above. ~~Ampligen~~It tois ~~Argentina~~possible ~~for~~that ~~the~~a ~~commercial~~cashless ~~launch and subsequent~~exercise ~~sales.~~could Onbe ~~June~~a ~~10,~~taxable ~~2020,~~event. weU.S. ~~received~~holders ~~import~~are ~~clearance~~urged ~~from ANMAT~~ to ~~import~~consult ~~the~~their ~~first~~own ~~shipment~~tax ofadvisors ~~commercial~~as ~~grade~~to ~~vials of Ampligen into Argentina. The next steps in~~ the ~~commercial~~consequences ~~launch~~ of ~~Ampligen~~an ~~include~~exercise ~~ANMAT~~of ~~conducting~~ a ~~final~~Warrant on ~~inspection~~a ofcashless ~~the~~basis, ~~product~~including ~~and~~with ~~release tests~~respect ~~before granting final approval~~ to ~~begin~~whether ~~commercial~~the ~~sales.~~exercise ~~This testing and approval process~~ is ~~ongoing~~a ~~due~~taxable ~~to ANMAT’s internal processes. Once final approval by ANMAT is obtained~~event, GPand ~~Pharm~~their ~~will~~holding beperiod ~~responsible~~and ~~for~~tax ~~distributing~~basis ~~Ampligen~~ in ~~Argentina~~the common stock received.

~~The~~If ~~FDA~~a ~~authorized~~Warrant anexpires ~~open-label~~without ~~treatment~~being ~~protocol~~exercised, ~~AMP-511,~~a ~~allowing~~U.S. ~~patient~~holder ~~access~~will torecognize ~~Ampligen~~a ~~for~~capital ~~treatment~~loss in aan ~~study~~amount ~~under~~equal ~~which severely debilitated CFS patients have the opportunity~~ to besuch onholder’s ~~Ampligen to treat this very serious and chronic condition. The data collected~~adjusted ~~from~~tax ~~the~~basis ~~AMP-511~~in ~~protocol through a consortium group of clinical sites provide safety information regarding~~ the ~~use~~Warrant. ofSuch ~~Ampligen~~loss inwill ~~patients with~~be ~~CFS. The AMP~~long-~~511~~term ~~protocol~~capital isloss ~~ongoing. In October 2020~~if, weat ~~received IRB approval for~~ the ~~expansion~~time of the ~~AMP-511~~expiration, ~~protocol to include patients previously diagnosed with SARS-CoV-2 following clearance of~~ the ~~virus,~~U.S. ~~but~~holder’s ~~who still demonstrate chronic fatigue-like symptoms~~holding ~~that~~period ~~we refer to as Post-COVID conditions. As of September 30, 2023, there were 11 patients enrolled~~ in ~~this open-label expanded access treatment protocol (including four patients with Post-COVID Conditions). To date, there have been seven~~ such ~~Post-COVID~~Warrant ~~patients~~is ~~treated in~~more ~~the~~than ~~study.~~one ~~AIM previously reported positive preliminary results based on data from the first four Post-COVID Condition patients enrolled in the study~~year. The ~~data~~deductibility ~~show~~of ~~that,~~capital bylosses ~~week~~is ~~12,~~subject ~~compared~~ to ~~baseline,~~certain ~~there was what the investigators considered a clinically significant decrease in fatigue-related measures~~limitations.

WeConstructive ~~plan~~Dividends on a comprehensive follow through with the FDA regarding the use of Ampligen as a treatment for ME/CFS. We have learned a great deal since the FDA’s CRL and plan to adjust our approach to concentrate on specific ME/CFS symptoms. Responses to the CRL and a proposed confirmatory trial are being worked on now by our R&D team and consultants.Warrants

As described in the section entitled “Dividend Policy,” we do not anticipate declaring or paying dividends to holders of our common stock or our Preferred Stock in the foreseeable future. However, if at any time during the period in which a U.S. holder holds Warrants received upon exercise of a Subscription Right, we were to pay a taxable dividend to our stockholders and, in accordance with the anti-dilution provisions of the Warrants, the exercise price of the Warrants were decreased, that decrease would be deemed to be the payment of a taxable dividend to a U.S. holder of the Warrants to the extent of our earnings and profits, notwithstanding the fact that such holder will not receive a cash payment. If the exercise price is adjusted in certain other circumstances (or in certain circumstances, there is a failure to make appropriate adjustments), or there is an adjustment to the number of shares of common stock that will be issued on exercise of the Warrants, such adjustments may also result in the deemed payment of a taxable dividend to a U.S. holder. U.S. holders should consult their own tax advisors regarding the proper treatment of any adjustments to the exercise price of the Warrants. We are currently required to report the amount of any deemed distributions to the IRS, as well as either on our website or to holders not exempt from reporting.

~~Please~~Distributions ~~see~~on ~~“Ampligen~~Preferred asStock aand ~~Treatment~~Common ~~for Post-COVID Conditions” below~~Stock

~~OUR~~As ~~PRODUCTS~~described in the section entitled “Dividend Policy,” we do not anticipate declaring or paying dividends to holders of our Preferred Stock or common stock in the foreseeable future. However, if we do make distributions of cash or property on our Preferred Stock or common stock, such distributions will constitute dividends to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. Dividends received by a corporate U.S. holder may be eligible for a dividends received deduction, subject to applicable limitations. Dividends received by certain non-corporate U.S. holders, including individuals, are generally taxed at the lower applicable capital gains rate provided certain holding period and other requirements are satisfied. Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital and first be applied against and reduce a U.S. holder’s adjusted tax basis in its Preferred Stock or common stock, as the case may be, but not below zero. Any excess will be treated as capital gain and will be treated as described below in the section relating to the sale or disposition of our common stock.

~~Our~~Sale, ~~primary~~Exchange ~~pharmaceutical~~or ~~product~~Other ~~platform~~Disposition ~~consists~~ of ~~Ampligen~~Preferred ~~(rintatolimod),~~Stock ~~a first-in-class drug of large macromolecular double-stranded (ds) RNA (ribonucleic acid) molecules,~~ and ~~our~~Common ~~FDA-approved natural alpha-interferon product, Alferon N Injection.~~Stock

~~Ampligen®~~Upon a sale, exchange, or other taxable disposition of our Preferred Stock (other than by conversion) or our common stock, a U.S. holder generally will recognize capital gain or loss equal to the difference between the amount realized (not including any amount attributable to declared and unpaid dividends, which will be taxable as described above to U.S. holders of record who have not previously included such dividends in income) and the U.S. holder’s adjusted tax basis in our Preferred Stock or our common stock. The U.S. holder’s adjusted tax basis in our Preferred Stock generally will equal its initial tax basis (discussed above under “—Exercise of Subscription Rights”), as adjusted for applicable distributions (including constructive dividends described below). A U.S. holder’s adjusted tax basis in our common stock generally will equal its initial tax basis in our common stock (discussed below under “—Conversion of the Preferred Stock into Our Common Stock”), as adjusted for applicable distributions (including constructive dividends described below). Such capital gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period for our Preferred Stock or our common stock exceeded one year at the time of disposition (see the discussion below under “—Conversion of Our Preferred Stock into Our Common Stock” regarding a U.S. holder’s holding period for our common stock). Long-term capital gains recognized by certain non-corporate U.S. holders, including individuals, generally are subject to reduced rates of taxation. The deductibility of capital losses is subject to limitations.

~~Ampligen~~Conversion ~~is approved for sale in Argentina (to 2026) for severe CFS and is an experimental drug in the United States currently undergoing clinical development for the treatment~~ of ~~certain~~Our ~~cancers,~~Preferred ~~ME/CFS~~Stock ~~and~~into ~~Post-COVID~~Our ~~Conditions.~~Common Over its developmental history, Ampligen has received various designations, including Orphan Drug Product Designation (FDA and EMA), Treatment protocol (e.g., “Expanded Access” or “Compassionate” use authorization) with Cost Recovery Authorization (FDA) and “promising” clinical outcome recognition based on the evaluation of certain summary clinical reports (“AHRQ” or Agency for Healthcare Research and Quality). Based on the results of published, peer-reviewed pre-clinical studies and clinical trials, we believe that Ampligen may have broad-spectrum antiviral and anti-cancer properties.Stock

WeA ~~believe~~U.S. ~~that~~holder ~~nucleic~~will ~~acid~~not ~~compounds~~recognize ~~represent~~any again ~~potential~~or ~~new~~loss ~~class~~in respect of ~~pharmaceutical products designed to act at~~ the ~~molecular~~receipt ~~level for treatment~~ of ~~many~~our ~~human~~common ~~diseases.~~stock ~~Ampligen~~upon ~~represents~~ the ~~first~~conversion ~~drug in the class~~ of ~~large~~our Preferred Stock (~~macromolecular)~~except ~~dsRNA molecules~~ to ~~apply for~~the ~~NDA~~extent ~~review~~the U.S. ~~There~~holder ~~are~~receives ~~two~~a ~~forms~~cash ofpayment ~~nucleic~~for ~~acids:~~any ~~deoxyribonucleic~~fractional ~~acid~~share ~~(“DNA”)~~that ~~and~~would ~~ribonucleic~~otherwise ~~acid~~have ~~(“RNA”). DNA~~been isissuable aupon ~~group~~ conversion of ~~naturally occurring molecules found in chromosomes,~~ the ~~cell’s~~Preferred ~~genetic machinery~~Stock). ~~RNA~~The isadjusted atax ~~group~~basis of ~~naturally occurring~~our ~~informational~~common ~~molecules~~stock ~~which~~that ~~orchestrate~~ a ~~cell’s~~U.S. ~~behavior~~holder ~~which,~~receives inon ~~turn,~~conversion ~~regulates~~will equal the ~~action~~adjusted tax ofbasis ~~groups~~ of ~~cells, including~~ the ~~cells~~Preferred ~~which~~Stock ~~comprise~~converted ~~the~~(decreased ~~body’s~~by ~~immune system. RNA directs~~ the ~~production~~adjusted oftax ~~proteins~~basis ~~and~~allocable ~~regulates~~to ~~certain~~any ~~cell activities~~fractional ~~including~~share ~~the~~that ~~activation~~would ~~of an~~ otherwise have ~~dormant~~been ~~cellular~~issued ~~defense~~upon ~~against~~conversion ~~viruses~~of ~~and~~the ~~tumors.~~Preferred ~~Our~~Stock), ~~drug technology utilizes specifically configured RNA~~ and isthe aholding ~~selective~~period ~~Toll-like~~of ~~Receptor~~such 3common ~~(“TLR3”)~~stock ~~agonist~~received ~~that~~on ~~can~~conversion bewill ~~administered intravenously,~~include ~~intranasally~~the ~~and~~period ~~intraperitoneally.~~during ~~Ampligen~~which ~~has been assigned~~ the ~~generic~~U.S. ~~name~~holder ~~rintatolimod~~held by the ~~United~~Preferred ~~States~~Stock ~~Adopted~~prior ~~Names~~to ~~Council (“USANC”) and has the chemical designation poly(I):poly(C12U)~~conversion.

~~Expanded~~In ~~Access~~the ~~Program/Early~~event ~~Access~~a ~~Programs/clinical~~U.S. ~~trials~~holder’s Preferred Stock is converted pursuant to an election by such U.S. holder in the case of ~~Ampligen~~certain ~~that~~acquisitions or ~~have~~fundamental ~~been~~changes ~~conducted~~or pursuant to certain other transactions (including our consolidation or ~~that~~merger ~~are~~into ~~ongoing~~another ~~include~~person), ~~studies~~the tax treatment of such a conversion will depend upon the facts underlying the particular transaction triggering such a conversion. In this ~~potential~~regard, ~~treatment~~it is possible that any related adjustments of ~~patients~~the ~~with~~conversion ~~pancreatic~~rate ~~cancer,~~would ~~renal~~be ~~cell~~treated ~~carcinoma,~~as ~~malignant~~a ~~melanoma,~~constructive ~~non-small~~distribution ~~cell~~to ~~lung~~the ~~cancer,~~U.S. holder ~~ovarian~~as described below under “—Constructive Dividends on Preferred Stock.” U.S. holders should consult ~~cancer,~~their ~~breast~~own ~~cancer,~~tax ~~colorectal~~advisors ~~cancer,~~to ~~prostate~~determine ~~cancer,~~the ~~ME/CFS,~~specific ~~Hepatitis~~tax B,treatment ~~HIV,~~of ~~COVID-19~~a ~~and~~conversion ~~Post-COVID~~under ~~conditions~~such circumstances.

WeConstructive ~~have~~Dividends received approval of our NDA from ANMAT for the commercial sale of Ampligen in the Argentine Republic for the treatment of severe CFS. The product will be marketed by GP Pharm, our commercial partner in Latin America. Shipment of the drug product to Argentina was initiated in 2018 to complete the release testing by ANMAT needed for commercial distribution. In September 2019, we received clearance from the FDA to ship Ampligen to Argentina for the commercial launch and subsequent sales. In June 2020, we received import clearance from ANMAT to import the first shipment of commercial grade vials of Ampligen into Argentina. We are currently working with GP Pharm on ~~the~~Preferred ~~commercial~~Stock ~~launch~~or ofCommon Ampligen in Argentina. Commercialization in Argentina will require, among other things, GP Pharm to establish disease awareness, medical education, creation of an appropriate reimbursement level, design of marketing strategies and completion of manufacturing preparations for launch and ANMAT conducting a final inspection of the product and release tests before granting final approval to begin commercial sales. AIM has supplied GP Pharm with the Ampligen required for testing and ANMAT release. This testing and approval process is ongoing due to ANMAT’s internal processes. Once final approval by ANMAT is obtained, GP Pharm will begin distributing Ampligen in Argentina. Argentina has experienced hyper-inflation and recently devalued its currency to the U.S. dollar by 50%. Contracts with GP Pharm are U.S. dollar contracts and the parties must evaluate the impact of the recent devaluation on its relationship.Stock

The conversion rate of our Preferred Stock is subject to adjustment under certain circumstances, as described below under “Description of Securities—Preferred Stock—Preferred Stock.” Section 305(c) of the Code and U.S. Treasury Regulations thereunder may treat a U.S. holder of our Preferred Stock as having received a constructive distribution includable in such U.S. holder’s income in the manner as described above under “—Distributions on Preferred Stock and Common Stock,” if and to the extent that certain adjustments in the conversion rate (or failures to make such an adjustment) increase the proportionate interest of such U.S. holder in our earnings and profits. In certain other circumstances, an adjustment to the conversion rate of our Preferred Stock or a failure to make such an adjustment could potentially give rise to constructive distributions to U.S. holders of our common stock. Thus, under certain circumstances, U.S. holders may recognize income in the event of a constructive distribution even though they may not receive any cash or property. We are currently required to report the amount of any deemed distributions to the IRS, as well as either on our website or to holders not exempt from reporting.

~~The~~Information ~~FDA~~Reporting has authorized an open-label expanded access treatment protocol (AMP-511) allowing patient access to Ampligen in a study under which severely debilitated CFS patients have the opportunity to be on Ampligen to treat this serious and ~~chronic~~Backup condition. The AMP-511 protocol started in the 1990s and is ongoing. The data collected from the AMP-511 protocol through clinical sites provide safety information regarding the use of Ampligen in patients with CFS. We are establishing an enlarged database of clinical safety information which we believe will provide further documentation regarding the absence of autoimmune disease associated with Ampligen treatment. We believe that continued efforts to understand existing data, and to advance the development of new data and information, will ultimately support our future filings for Ampligen and/or the design of future clinical studies that the FDA requested in a CRL. The FDA approved an increased reimbursement level from $200 to $345 per 200 mg vial of Ampligen, due to increased production costs; which was re-authorized in 2021, 2022, 2023 and 2024. At this time, we do not plan on passing this adjustment along to the patients in this program. In October 2020, we received IRB approval for the expansion of the AMP-511 Expanded Access Program clinical trial for ME/CFS to include patients previously diagnosed with SARS-CoV-2 following clearance of the virus, but who still demonstrate chronic fatigue-like symptoms that we refer to as Post-COVID conditions. As of September 30, 2024, there were 7 patients enrolled in this open-label expanded access treatment protocol. In July 2022, AIM reported positive preliminary results based on data from the first four Post-COVID Condition patients enrolled in the study. The data show that, by week 12, compared to baseline, the investigators observed what they considered a clinically significant decrease in fatigue-related measures. To date, there have been eight such Post-COVID patients treated in this study.Withholding

InA ~~May~~U.S. ~~2016,~~holder wemay ~~entered~~be ~~into~~subject ato ~~five-year~~information ~~agreement~~reporting ~~with~~and ~~myTomorrows,~~backup awithholding ~~Netherlands~~when ~~based~~such ~~company,~~holder ~~for~~receives ~~the~~dividend ~~commencement~~payments ~~and~~(including ~~management of~~constructive andividends) ~~Early~~or ~~Access~~receives ~~Program~~proceeds ~~(“EAP”)~~from inthe ~~Europe~~sale ~~and~~or ~~Turkey~~other ~~related~~taxable todisposition ~~ME/CFS.~~of ~~Pursuant to~~ the ~~agreement~~Warrants, asshares ~~amended,~~of ~~myTomorrows also~~our isPreferred ~~managing~~Stock ~~all~~acquired ~~Early~~through the ~~Access~~exercise ~~Programs~~of ~~and~~Subscription ~~Special~~Rights ~~Access~~or ~~Programs~~shares inof ~~Europe,~~our ~~Canada,~~common ~~and~~stock ~~Turkey~~acquired tothrough ~~treat~~conversion ~~pancreatic~~of ~~cancer~~our ~~and~~Preferred ~~ME/CFS patients.~~Stock ~~The~~or ~~agreement~~exercise ~~was~~of ~~automatically~~the Warrants. ~~extended~~Certain ~~for~~U.S. aholders ~~period~~are ofexempt 12from ~~months~~backup ~~on May 20~~withholding, ~~2021;~~including ~~has~~certain ~~been~~corporations ~~automatically~~and ~~extended~~certain ~~for~~tax-exempt 12organizations. ~~months~~A onU.S. ~~each~~holder ~~subsequent May 20; and~~ will ~~continue to~~ be ~~automatically~~subject ~~extended~~to ~~for~~backup ~~periods~~withholding ofif 12such ~~months~~holder ~~every~~is ~~May~~not 20otherwise ~~until~~exempt ~~terminated~~ (or ~~the~~fails ~~terms~~to ofproperly ~~the~~establish ~~agreement~~an ~~are~~exemption) and ~~met.~~such holder:

~~In June~~● ~~2018,~~fails ~~Ampligen~~to ~~was~~furnish ~~cited as outperforming two other TLR3 agonists — poly IC and natural double stranded RNA — in creating an enhanced tumor microenvironment for checkpoint blockade therapy in~~ the ~~journal~~holder’s oftaxpayer ~~Cancer~~identification ~~Research . In a head-to-head study in explant culture models~~number, ~~Ampligen~~which ~~activated~~for ~~the TLR3 pathway and promoted~~ an ~~accumulation~~individual ofis ~~killer~~ordinarily This ~~cells~~or ~~but,~~her ~~unlike~~social ~~the~~security other two TLR3 agonists, it did so without causing regulatory T cell (Treg) attraction. These findings were considered important because they indicate that Ampligen selectively reprograms the tumor microenvironment by inducing the beneficial aspects of tumor inflammation (attracting killer T cells), without amplifying immune-suppressive elements such as regulatory T cells. The study was conducted at the University of Pittsburgh and Roswell Park as a part of the NIH-funded P01 CA132714 and Ovarian Cancer Specialized Program of Research Excellence (“SPORE”).number;

~~In 2018,~~● wefurnishes ~~completed~~an ~~production~~incorrect oftaxpayer ~~two~~identification ~~commercial-size~~number; ~~batches~~● ofis ~~more~~notified ~~than~~by ~~16,000~~the ~~vials~~IRS ofthat ~~Ampligen, following its “Fill & Finish” at Jubilant HollisterStier,~~ the ~~Contract~~holder ~~Manufacturing~~previously ~~Organization.~~failed ~~These~~to ~~lots~~properly ~~passed~~report ~~all~~payments ~~required~~of ~~testing~~interest ~~for~~or ~~regulatory~~dividends; ~~release~~or ~~for human~~● ~~use~~fails ~~and~~to ~~are~~certify ~~being~~under ~~used~~penalties ~~for multiple programs, including: the treatment~~ of ~~ME/CFS;~~perjury ~~the~~that ~~pancreatic cancer EAP in~~ the ~~Netherlands; and~~holder ~~will~~has ~~continue~~furnished toa becorrect ~~used~~taxpayer ~~for~~identification ~~ongoing~~number and ~~future~~that ~~clinical~~the ~~studies~~IRS inhas ~~oncology.~~not ~~Lots~~notified ofthe ~~Ampligen~~holder ~~were~~that ~~manufactured~~the inholder ~~December~~is ~~2019, January~~subject ~~2020 and December 2023. Additionally, in December 2020, we added Pharmaceutics International Inc. (“Pii”)[status of Pii?] as a “Fill & Finish” provider~~ to ~~enhance~~backup ~~our capacity to produce Ampligen~~withholding. ~~This addition amplifies our manufacturing capability by providing redundancy and cost savings. The contracts augment our active and in-process fill and finish capacity.~~

~~Alferon~~Backup Nwithholding ~~Injection®~~is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS. U.S. holders should consult their own tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

~~Alferon~~Tax NConsiderations ~~Injection~~Applicable is the registered trademark for our injectable formulation of natural alpha interferon. Alferon N Injection is the only natural-source, multi-species alpha interferon currently approved for sale in the United States and Argentina for the intralesional (within lesions) treatment of refractory (resistant to other treatment) or recurring external genital warts in patients 18 years of age or older. Alferon N Injection is also approved in Argentina for the treatment of refractory patients that failed or were intolerant to treatment with recombinant interferons. Argentina has experienced hyperNon-~~inflation and recently devalued its currency to the~~ U.S. dollar by 50%. Contracts with GP Pharm are U.S. dollar contracts and the parties must evaluate the impact of the recent devaluation on its relationship. Certain types of human papilloma viruses (“HPV”) cause genital warts, a sexually transmitted disease (“STD”). According to the CDC, HPV is the most common sexually transmitted infection, with approximately 79 million Americans — most in their late teens and early 20s — infected with HPV. In fact, the CDC states that “HPV is so common that nearly all sexually active men and women get the virus at some point in their lives.” Although they do not usually result in death, genital warts commonly recur, causing significant morbidity and entail substantial health care costs.Holders

For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of shares of our common stock, Participating Securities, our Subscription Rights, shares of our Preferred Stock and Warrants acquired upon exercise of Subscription Rights or shares of our common stock acquired upon conversion of our Preferred Stock or exercise of Warrants, as the case may be, that is neither a U.S. holder nor an entity treated as a partnership for U.S. federal income tax purposes.

Receipt, Exercise and Expiration of the Subscription Rights

The discussion assumes that the receipt of Subscription Rights will be treated as a nontaxable distribution. See “—Tax Considerations Applicable to U.S. Holders—Receipt of Subscription Rights” above. In such case, non-U.S. holders will not be subject to U.S. federal income tax (or any withholding thereof) on the receipt, exercise or expiration of the Subscription Rights.

Exercise of Warrants

A non-U.S. holder will not be subject to U.S. federal income tax on the cash exercise of Warrants into shares of our common stock. As discussed above in “—Tax Considerations Applicable to U.S. Holders—Sale or Other Disposition, Exercise or Expiration of Warrants,” the U.S. federal income tax treatment of an exercise of a Warrant on a cashless basis is not clear. Non-U.S. holders are urged to consult their own tax advisors as to the consequences of an exercise of a Warrant on a cashless basis, including with respect to whether the exercise is a taxable event, and their holding period and tax basis in the common stock received.

~~Interferons~~Constructive ~~are~~Dividends a group of proteins produced and secreted by cells to combat diseases. Researchers have identified four major classes of human interferon: alpha, beta, gamma and omega. Alferon N Injection contains a multi-species form of alpha interferon. The worldwide market for injectable alpha interferon-based products has experienced rapid growth and various alpha interferon injectable products are approved for many major medical uses worldwide. Alpha interferons are manufactured commercially in three ways: by genetic engineering, by cell culture, and from human white blood cells. All three of these types of alpha interferon are or were approved for commercial sale in the United States. Our natural alpha interferon is produced from human white blood cells. The potential advantages of natural alpha interferon over recombinant (i.e., synthetic) interferon produced and marketed by other pharmaceutical firms may be based upon their respective molecular compositions. Natural alpha interferon is composed of a family of proteins containing many molecular species of interferon. In contrast, commercial recombinant alpha interferon products each contain only a single species. Researchers have reported that the various species of interferons may have differing antiviral activity depending upon the type of virus. Natural alpha interferon presents a broad complement of species, which we believe may account for its higher activity in laboratory studies. Natural alpha interferon is also glycosylated (i.e., partially covered with sugar molecules). Such glycosylation is not present on the currently U.S.-marketed recombinant alpha interferons. We believe that the absence of glycosylation may be in part responsible for the production of interferon-neutralizing antibodies seen in patients treated with recombinant alpha interferon. Although cell culture-derived interferon is also composed of multiple glycosylated alpha interferon species, the types and relative quantity of these species are different from our natural alpha interferon.Warrants

~~Alferon~~As Ndescribed ~~Injection~~in ~~[Interferon~~the ~~alfa-n3~~section ~~(human~~entitled ~~leukocyte~~“Dividend ~~derived)]~~Policy,” iswe ado ~~highly~~not ~~purified,~~anticipate ~~natural-source,~~declaring ~~glycosylated,~~or ~~multi-species~~paying ~~alpha~~dividends ~~interferon~~to holders of our ~~product.~~Preferred ~~There~~Stock ~~are~~or ~~essentially~~common nostock ~~neutralizing~~in ~~antibodies~~the ~~observed~~foreseeable ~~against~~future. ~~Alferon~~However, Nif ~~Injection~~at toany ~~date~~time ~~and~~during the ~~product~~period ~~has~~in which a ~~relatively~~non-U.S. holder holds ~~low~~Warrants ~~side-effect~~we ~~profile.~~were ~~The~~to ~~recombinant~~pay ~~DNA~~a ~~derived~~taxable ~~alpha~~dividend ~~interferon~~to ~~formulations~~our ~~have~~stockholders ~~been~~and, ~~reported~~in toaccordance ~~have~~with ~~decreased~~the ~~effectiveness~~anti-dilution provisions of the Warrants, ~~after~~the ~~one~~exercise ~~year~~price of ~~treatment~~the Warrants were decreased, ~~probably~~that ~~due~~decrease would be deemed to ~~neutralizing~~be ~~antibody~~the ~~formation~~payment ~~(See~~of ~~“Manufacturing”~~a ~~and~~taxable ~~“Marketing/Distribution”~~dividend to a non-U.S. ~~sections~~holder ~~below~~to ~~for~~the ~~more~~extent ~~details~~of onour earnings and profits, notwithstanding the ~~manufacture~~fact ~~and~~that ~~marketing/distribution~~such ofholder ~~Alferon~~will Nnot ~~Injection).~~receive ~~The~~a ~~production~~cash ofpayment. ~~new~~If ~~Alferon~~the exercise Nprice ~~Injection~~is ~~Active~~adjusted ~~Pharmaceutical~~in ~~Ingredient,~~certain other circumstances (or ~~API~~in certain circumstances, there is ~~currently~~a onfailure ~~hold.~~to Wemake doappropriate ~~not~~adjustments), ~~know~~or there ~~when,~~is ifan ~~ever,~~adjustment ~~our~~to ~~products~~the ~~will~~number beof ~~generally available~~shares ~~for~~of ~~commercial~~common ~~sale~~stock ~~for~~that ~~any~~will ~~indication.~~be ~~Additionally,~~issued on ~~May~~exercise 9,of ~~2023~~the Warrants, wesuch ~~were~~adjustments may ~~granted~~also result in the deemed payment of a taxable dividend to a non-U.S. ~~Patent~~holder. ~~for~~Any aresulting ~~method~~withholding ~~for~~tax ~~preventing or~~attributable ~~reducing~~to ~~antigenic~~deemed dividends ~~drift~~may orbe ~~viral~~collected ~~reassortment~~from inother aamounts ~~host~~payable ~~animal~~or ~~comprising~~distributable ~~determining~~to ifthe anon-U.S. ~~host~~holder. ~~animal~~Non-U.S. ~~has~~holders ~~been~~should ~~exposed~~consult totheir own ortax ~~infected by~~advisors anregarding ~~avian~~the ~~influenza~~proper ~~virus~~treatment ~~and~~of ~~administering~~any adjustments to the ~~exposed host animal alpha-interferon~~Warrants.

~~PATENTS~~Distributions ~~AND~~on ~~NON-PATENT~~Preferred ~~EXCLUSIVITY~~Stock ~~RIGHTS~~and Common Stock

WeAs ~~consider~~described ~~patent~~in ~~exclusivity~~the assection aentitled ~~crucial~~“Dividend ~~component~~Policy,” we do not anticipate declaring or paying dividends to holders of our Preferred ~~business~~Stock or common stock in the foreseeable future. AsHowever, if we do make distributions of ~~December~~cash 31or property on our Preferred Stock or common stock, ~~2024~~such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, weas ~~had~~determined 59under ~~patents~~U.S. ~~worldwide~~federal ~~with~~income 63tax ~~additional~~principles. Amounts not treated as dividends ~~pending~~for ~~patent~~U.S. ~~applications~~federal ~~comprising~~income tax purposes will constitute a return of capital and first be applied against and reduce a non-U.S. holder’s adjusted tax basis in its Preferred Stock or common stock, as the case may be, but not below zero. Any excess will be treated as capital gain and will be treated as described below in the section relating to the sale or disposition of our ~~intellectual~~Preferred ~~property~~Stock, Warrants, or common stock. Because we may not know the extent to which a distribution is a dividend for U.S. federal income tax purposes at the time it is made, for purposes of the withholding rules discussed below we or the applicable withholding agent may treat the entire distribution as a dividend.

WeSubject ~~continually~~to ~~review~~the ~~our~~discussion ~~patents~~below on backup withholding and foreign accounts, dividends paid to ~~determine~~a ifnon-U.S. ~~they~~holder ~~have~~of ~~continuing~~our ~~value~~Preferred Stock or common stock that are not effectively connected with the non-U.S. ~~Please~~holder’s ~~see~~conduct ~~“Note~~of 4:a ~~Patents,~~trade ~~and~~or ~~Trademark~~business ~~Rights,~~within ~~Net”~~the United States will ~~under~~be ~~Notes~~subject to U.S. federal withholding tax at a rate of 30% of the ~~Consolidated~~gross ~~Financial~~amount ~~Statements~~of ~~for~~the ~~more~~dividends ~~information~~(or onsuch ~~these~~lower ~~patents~~rate specified by an applicable income tax treaty).

~~There~~Non-U.S. holders will be entitled to a reduction in or an exemption from withholding on dividends as a result of either (1) an applicable income tax treaty or (2) the non-U.S. holder holding our Preferred Stock or common stock in connection with the conduct of a trade or business within the United States and such dividends being effectively connected with that trade or business. To claim such a reduction in or exemption from withholding, the non-U.S. holder must provide the applicable withholding agent with a properly executed (a) IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) claiming an exemption from or reduction of the withholding tax pursuant to the benefits of an income tax treaty between the United States and the country in which the non-U.S. holder resides or is established, or (b) IRS Form W-8ECI stating that the dividends are nonot ~~current~~subject ~~patent~~to ~~litigation~~withholding ~~proceedings~~tax ~~involving~~because usthey are effectively connected with the conduct by the non-U.S. holder of a trade or business within the United States, as may be applicable. These certifications must be provided to the applicable withholding agent prior to the payment of dividends and must be updated periodically. Non-U.S. holders that do not timely provide the applicable withholding agent with the required certification, but that qualify for a reduced rate under an applicable income tax treaty, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

~~Orphan~~If ~~drug~~dividends ~~designation~~paid to a non-U.S. holder are effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such dividends are attributable), then, although exempt from U.S. federal withholding tax (provided the non-U.S. holder provides appropriate certification, as described above, and subject to the discussion below on backup withholding and foreign accounts), the non-U.S. holder will be subject to U.S. federal income tax on such dividends on a net income basis at the regular graduated U.S. federal income tax rates. In addition, a non-U.S. holder that is a corporation may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on its effectively connected earnings and profits for the taxable year that are attributable to such dividends, as adjusted for certain items. Non-U.S. holders should consult their own tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

U.S. Orphan drug designation qualifies sponsors for incentives including:

● Tax credits for qualified clinical trials

● Exemption from user fees

● Potential seven years of market exclusivity after FDA approval

WeSale ~~have~~or ~~received~~Other ~~Orphan~~Disposition ~~Drug Designation (ODD) from the FDA for Ampligen used in the treatment~~ of ~~Chronic~~Preferred ~~Fatigue Syndrome~~Stock, ~~HIV,~~Warrants ~~Metastatic Melanoma,~~or ~~Renal~~Common ~~Cell Carcinoma, Pancreatic Adenocarcinoma and Ebola Virus Disease.~~Stock

InSubject to the ~~European~~discussions ~~Union,~~below ~~ODD~~on ~~carries~~backup ~~ten~~withholding ~~years~~and offoreign ~~market~~accounts, ~~exclusivity~~a ~~after~~non-U.S. ~~receiving~~holder ~~marketing~~will ~~authorization.~~not Webe ~~have~~subject ~~received~~to ~~ODD~~U.S. ~~from~~federal ~~the~~income tax EUon ~~for~~any ~~Ampligen~~gain ~~used~~realized inupon the ~~treatment~~sale ofor ~~Ebola~~other ~~Virus~~taxable ~~Disease~~disposition ~~and~~of ~~Pancreatic~~our ~~Adenocarcinoma~~Preferred ~~and~~Stock, ~~for~~Warrants ~~Alferon~~or ~~used~~common instock ~~the treatment of Middle East Respiratory Syndrome.~~unless:

~~RESEARCH AND~~● ~~DEVELOPMENT~~the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (~~“R&D”~~and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such gain is attributable); ● the non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or ● our Preferred Stock, Warrants or common stock constitutes a U.S. real property interest, or USRPI, by reason of our status as a U.S. real property holding corporation, or USRPHC, for U.S. federal income tax purposes.

~~Our~~Gain ~~general~~described ~~focus~~in ~~during~~ the ~~past~~first ~~several~~bullet ~~fiscal~~point ~~years~~above ~~has~~generally ~~been~~will be subject to U.S. federal income tax on ~~expanding~~a net income basis at the ~~market~~regular ~~potential~~graduated rates. ofA ~~Ampligen~~Non-U.S. ~~through~~holder ~~investigation~~that ofis ~~efficacy (in~~a ~~vitro~~corporation ~~and~~also inmay ~~vivo)~~be insubject ~~different~~to ~~immune-based~~a ~~disorders~~branch ~~including~~profits ~~cancer~~tax ~~and~~at ~~CFS.~~a Werate ~~also~~of ~~have~~30% ~~focused~~(or onsuch ~~research~~lower ~~and~~rate ~~development~~specified ofby ~~potential~~an ~~prophylactic~~applicable ~~and~~income ~~therapeutic~~tax ~~applications~~treaty) ~~for~~on ~~the~~such ~~treatment~~effectively ofconnected ~~COVID-19~~gain, ~~including~~as ~~the~~adjusted ~~long-term~~for ~~effects~~certain ~~of COVID-19~~items.

~~Immuno~~Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on any gain derived from the disposition, which may be offset by U.S. source capital losses of the non-~~Oncology~~U.S. holder (even though the individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

~~The~~With ~~potential~~respect ofto ~~Ampligen as an immuno-oncology therapeutic has been a major focus of AIM since our current leadership took over in 2016. We have been working with~~ the ~~University~~third ofbullet ~~Pittsburgh’s~~point ~~chemokine modulation research initiative~~above, ~~which~~we ~~includes~~believe ~~the~~we ~~use~~are ofnot ~~Ampligen as~~currently aand ~~potential~~do ~~adjuvant~~not toanticipate ~~modify~~becoming ~~the~~a ~~tumor~~USRPHC. ~~microenvironment~~Because ~~(“TME”) with~~ the ~~goal of increasing anti-tumor responses to~~determination ~~check point inhibitors (“CPI”). As part~~ of ~~this~~whether ~~collaboration,~~ we ~~have~~are ~~supplied~~a ~~Ampligen~~USRPHC todepends ~~the~~on ~~University. The study, under~~ the ~~leadership~~fair ofmarket ~~Robert~~value ~~P. Edwards, MD, chair~~ of ~~gynecologic~~our ~~services at Magee-Women~~USRPI’s ~~Hospital~~relative ofto the ~~University~~fair ofmarket ~~Pittsburgh School~~value of ~~Medicine,~~our ~~and~~other business ~~Professor~~assets ofand ~~Surgery~~our ~~Pawel Kalinski, M~~non-U.DS., ~~Ph.D.,~~real atproperty ~~Roswell Park~~interests, ~~Buffalo~~however, ~~N.Y.,~~there ~~involved~~can ~~the~~be ~~chemokine~~no ~~modulatory regimen~~assurance ~~developed~~we byare ~~Dr.~~not ~~Kalinski’s~~a ~~group~~USRPHC ~~and~~or ~~successfully~~will ~~completed~~not ~~the~~become ~~Phase 1 dose escalation~~ one in ~~patients~~the ~~with resectable colorectal cancer~~future.

~~Multiple~~Non-U.S. ~~Ampligen~~holders ~~clinical~~should ~~trials~~consult ~~are~~their ~~underway~~own ortax ~~recently~~advisors ~~completed~~regarding atpotentially ~~major~~applicable ~~university~~income ~~cancer~~tax ~~centers~~treaties ~~testing~~that ~~whether~~may ~~tumor~~provide ~~microenvironments can~~for bedifferent ~~reprogrammed to increase the effectiveness of cancer immunotherapy, including checkpoint inhibitors~~rules. ~~The underway trials include:~~

~~Pancreatic~~Conversion ~~Cancer~~of ~~Trial~~Our Preferred Stock into Our Common Stock

	●	The Phase 2 AMP-270 clinical trial is a randomized, open-label, controlled, parallel-arm study with the primary objective of comparing the efficacy of Ampligen versus a no treatment control group following FOLFIRINOX for subjects with locally advanced pancreatic adenocarcinoma. Secondary objectives include comparing safety and tolerability. AMP-270 is expected to enroll approximately 90 subjects in up to 30 centers across the U.S. and Europe. In March 2022, the FDA granted clearance to proceed with the study. In April 2022, we executed a work order with Amarex to manage the clinical trial. In August 2022, we received IRB approval of the trial protocol and so announced the trial’s commencement. The authorization to proceed with the Phase 2 pancreatic cancer clinical trial has been received with potential sites in the Netherlands at Erasmus MC, and also at major cancer research centers in the United States such as The Buffett Cancer Center at the University of Nebraska Medical Center (UNMC). We sought FDA guidance on the expansion of inclusion criteria and treatment arms, then subsequently amended the study protocol. The study is recruiting patients. (https://clinicaltrials.gov/ct2/show/NCT05494697).
	●	The DURIPANC Study is a Phase 1b/2 clinical trial combining Ampligen with AstraZeneca’s anti-PD-L1 immune checkpoint inhibitor Imfinzi® (durvalumab) for the treatment of late-stage pancreatic cancer. The primary objective of the Phase 1b portion is to determine the safety of combination therapy. Investigators at Erasmus Medical Center (“Erasmus MC”) in the Netherlands had completed the safety evaluation of subjects enrolled in the first dose level of the dose escalation design, finding the combination therapy to be generally well-tolerated with no severe adverse events or dose-limiting toxicities. That first cohort has now reached the pre-determined 6-month stability assessment timepoint and AIM is pleased to announce that two of the three subjects remain stable. The subjects will continue to be treated and receive formal assessment of progression every three months. The standard for calculating median progression-free survival (“PFS”) requires that 50% or more of the subjects have seen disease progression. Because 67% of the patients in the cohort evaluated at 6 months have remained stable, AIM cannot yet report on PFS. Two of the three subjects in the higher-dose second cohort of subjects also have stable disease, although they have not yet reached the 6-month stability assessment timepoint. Investigators continue to treat and monitor these subjects.

A non-U.S. holder will not recognize any gain or loss in respect of the receipt of our common stock upon the conversion of our Preferred Stock (except to the extent the non-U.S. holder receives a cash payment for any fractional share that would otherwise have been issuable upon conversion of the Preferred Stock).

Constructive Dividends on Preferred Stock

As described above under “—Tax Considerations Applicable to U.S. Holders—Constructive Dividends on Preferred Stock or Common Stock,” in certain circumstances, a non-U.S. holder will be deemed to receive a constructive distribution from us. Adjustments in the conversion rate (or failures to adjust the conversion rate) that increase the proportionate interest of a non-U.S. holder in our earnings and profits could result in deemed distributions to the non-U.S. holder that are treated as dividends for U.S. federal income tax purposes. Any constructive dividend deemed paid to a non-U.S. holder will be subject to U.S. federal income tax or withholding tax in the manner described above under “—Tax Considerations Applicable to Non-U.S. Holders—Distributions on Preferred Stock and Common Stock.” It is possible that U.S. federal tax on the constructive dividend would be withheld, if applicable, from subsequent payments on the Preferred Stock or our common stock.

~~Advanced~~Information ~~Recurrent~~Reporting ~~Ovarian~~and ~~Cancer~~Backup Withholding

	●	Results of the Phase 1 portion of a Phase 1/2 study of intraperitoneal chemo-immunotherapy in advanced recurrent ovarian cancer were published in the American Association for Cancer Research publication, Clinical Cancer Research (Clin Cancer Res January 19, 2022 DOI: 10.1158/1078-0432.CCR-21-3659). The study results represent an important extension of prior studies using human tumor explants that showed Ampligen’s potentially important role as a TLR3 agonist acting synergistically with high-dose IFNα and celecoxib to selectively enhance Teff cell-attractants while suppressing Treg-attractants in the tumor microenvironment with a concomitant increase in the Teff/Treg ratio. The importance of boosting the Teff/Treg ratio in the tumor microenvironment is that it is associated with the conversion of ‘cold’ tumors into ‘hot’ tumors, which have an increased sensitivity to chemo-immunotherapy and an improved chance of showing tumor regression. The Phase 1 portion was designed to establish intraperitoneal safety. The Phase 2 portion of the study is recruiting subjects. https://clinicaltrials.gov/ct2/show/NCT02432378
	●	A Phase 2 study of advanced recurrent ovarian cancer using cisplatin, pembrolizumab, plus Ampligen; up to 45 patients to be enrolled; enrollment has commenced, and numerous patients have commenced treatment. In April 2024, researchers released topline data that saw an Objective Response Rate (“ORR”) of 45% in platinum-sensitive subjects with recurrent ovarian cancer. ORR includes complete response (“CR”) and partial response (“PR”) to treatment. There was a total Clinical Benefit Rate (“CBR”) of 55% when including patients who experienced stable disease (“SD”). Researchers also reported a median Progression-Free Survival (“PFS”) of 7.8 months. Based on these results and other research suggesting a similar effect in other solid tumor types, AIM sees an Ampligen combination therapy as having potential across multiple types of cancers. Additional clinical studies are underway and planned in many of these types of tumors to further confirm these effects.” https://clinicaltrials.gov/ct2/show/NCT03734692

Subject to the discussion below on foreign accounts, a non-U.S. holder will not be subject to backup withholding with respect to distributions on our Preferred Stock, Warrants or common stock we make to the non-U.S. holder, provided the applicable withholding agent does not have actual knowledge or reason to know such holder is a United States person and the holder timely certifies its non-U.S. status, such as by providing a valid IRS Form W-8BEN, W- 8BEN-E or W-8ECI, or other applicable certification. However, information returns generally will be filed with the IRS in connection with any distributions (including deemed distributions) made on our Preferred Stock, Warrants and common stock to the non-U.S. holder, regardless of whether any tax was actually withheld. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the non-U.S. holder resides or is established.

InInformation ~~March~~reporting ~~2021,~~and webackup ~~were~~withholding ~~granted~~may apply to the proceeds of a ~~patent~~sale byor ~~the~~other ~~Netherlands~~taxable ~~Patent~~disposition ~~Office~~of ~~with~~our ~~granted~~Preferred ~~patent~~Stock, ~~claims~~Warrants ~~that~~or common ~~include~~stock within the United States, ~~but~~and ~~are~~information reporting may (although backup withholding generally will not) ~~limited~~apply to the proceeds of a sale or other taxable disposition of our Preferred Stock, Warrants or common stock outside the United States conducted through certain U.S.-related financial intermediaries, in each case, unless the ~~use~~beneficial owner timely certifies under penalty of ~~Ampligen~~perjury asthat it is a ~~combination~~non-U.S. ~~cancer~~holder ~~therapy~~on ~~with~~IRS ~~checkpoint~~Form ~~blockade~~W-8BEN ~~inhibitors~~or W-8BEN-E, or other applicable form (eand the payor does not have actual knowledge or reason to know that the beneficial owner is a U.gS. ~~pembrolizumab, nivolumab~~person) or such owner otherwise timely establishes an exemption. WeProceeds ~~believe~~of ~~that~~a disposition of ~~the~~our ~~above~~Preferred ~~positive~~Stock, ~~data~~Warrants ~~makes~~or ~~this~~common ~~patent~~stock ~~have~~conducted ~~heightened~~through ~~potential~~a non-U.S. ~~Similar~~office ~~patents~~of ~~are~~a ~~pending~~non-U.S. inbroker ~~other~~generally ~~countries~~will not be subject to backup withholding or information reporting.

~~Stage~~Backup 4withholding ~~Metastatic~~is ~~Triple~~not ~~Negative~~an ~~Breast~~additional ~~Cancer~~tax. -Any ~~Phase~~amounts 1withheld ~~study~~under ofthe ~~metastatic~~backup ~~triple-negative~~withholding ~~breast~~rules ~~cancer~~may ~~using~~be ~~chemokine~~allowed ~~modulation therapy,~~as ~~including~~a ~~Ampligen~~refund ~~and~~or ~~pembrolizumab.~~a ~~Eight~~credit against ~~patients~~a ~~were~~non-U.S. ~~enrolled~~holder’s ~~and 6 patients were evaluable~~U. ~~https://www~~S.~~clinicaltrials.gov/ct2/show/NCT03599453. The~~ ~~key~~federal ~~findings~~income ~~announced~~tax ~~first~~liability, inprovided ~~April~~the ~~2022,~~required ~~and~~information ~~later~~is ~~published~~timely infurnished ~~November~~to ~~2023,~~the ~~included:~~IRS.

●Additional Withholding ~~The~~Tax ~~pre-determined~~on ~~primary~~Payments ~~endpoint~~Made ofto ~~efficacy~~Foreign was met (increase in CD8 in TME). ● Uniform increase of immune markers upon treatment was observed: CD8 mRNA (6.1-fold; p-0.034), GZMB mRNA (3.5-fold; p=0.058), ratios of CD8 /FOXP3 and GZMB/FOXP3 (5.7-fold; p=0.036, and 7.6-fold; p=0.024 respectively), thus successfully meeting the pre-determined primary endpoint in the study (increase in CD8 in TME). ● In addition, an increase in CTL attractants CXCL10 (2.6-fold; p=0.104) and CCL5 (3.3-fold; p=0.019) was observed. In contrast, Treg marker FOXP3 or Treg attractants CCL22 or CXCL12 were not enhanced. ● Three patients had stable disease lasting 2.4, 2.5 and 3.8 months, as of data cut off September 1, 2021. ● An additional patient (non-evaluable) had a partial response (breast tumor autoamputation) with massive tumor necrosis in the post-CKM biopsy.Accounts

Withholding taxes may be imposed under the Foreign Account Tax Compliance Act, or FATCA, on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends (including deemed dividends) paid on our Preferred Stock, Warrants or common stock, or gross proceeds from the sale or other disposition of our Preferred Stock, Warrants or common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Non-U.S. holders typically will be required to furnish certifications (generally on the applicable IRS Form W-8) or other documentation to provide the information required by FATCA or to establish compliance with or an exemption from withholding under FATCA. FATCA withholding may apply where payments are made through a non-U.S. intermediary that is not FATCA compliant, even where the non-U.S. holder satisfies the holder’s own FATCA obligations. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Withholding under FATCA also potentially applies to payments of gross proceeds from the sale or other disposition of our common stock. Proposed regulations, however, would eliminate withholding under FATCA on such payments, and the U.S. Treasury Department has indicated that taxpayers may rely on this aspect of the proposed regulations until final regulations are issued. Because we may not know the extent to which a distribution is a dividend for U.S. federal income tax purposes at the time it is made, for purposes of these withholding rules we or the applicable withholding agent may treat the entire distribution as a dividend. Prospective investors should consult their own tax advisors regarding the potential application of these withholding provisions.

~~Stage~~DESCRIPTION 4OF Colorectal Cancer Metastatic to the Liver - Phase 2a study of Ampligen as a component of chemokine modulatory regimen on colorectal cancer metastatic to liver; recruitment has been completed; 19 patients were enrolled and 12 patients were evaluable for the primary endpoint https://clinicaltrials.gov/ct2/show/NCT03403634. The key findings announced in April 2022 included:SECURITIES

●As of ~~The~~the ~~study’s~~date ~~primary~~of ~~endpoint~~this ~~was met~~prospectus, ~~evidenced~~our byAmended ~~increased~~and ~~CD8a~~Restated ~~expression~~Certificate ~~post-treatment~~of ~~(p=0.046).~~Incorporation, ●or ~~Saw~~Certificate ~~increase~~of inIncorporation, ~~the~~authorizes ~~CD8a/CD4~~us to ~~(p=0.03)~~issue 350,000,000 ~~CD8a/FOXP3~~shares ~~(p<~~of common stock, par value $0.~~01)~~001 per share, and ~~GZMB/FOXP3~~5,000,000 ~~(p<~~shares of preferred stock, par value $0.01) ~~ratios~~per share. ● The ~~expression~~following ofis ~~CTL-attracting~~a ~~chemokines~~summary ~~CCL5~~of ~~(p=0.08),~~the ~~CXCL9~~rights ~~(p=0.05),~~of ~~and~~our ~~CXCL10~~common ~~(p=0.06)~~and ~~were~~preferred ~~increased,~~stock ~~while~~and ~~expression~~some of the ~~Treg/MDSC~~provisions ~~attractant~~of ~~CXCL12~~our ~~(p=0.07)~~Certificate ~~was~~of ~~decreased~~Incorporation and ~~post-treatment.~~Amended ●and ~~Median~~Restated OSBylaws, ~~was~~or ~~10.5~~Bylaws, ~~(90%~~our CIoutstanding ~~2.2-15.2) months~~warrants, our registration rights agreements and the ~~median~~Delaware ~~PFS~~General ~~was 1~~Corporation Law.5 ~~(90%~~Because CIit ~~1.4~~is only a summary, ~~1.8)~~it ~~months.~~does ●not Nocontain ~~tumor~~all ~~responses~~the ~~were~~information ~~seen.~~that ~~The~~may ~~treatment~~be ~~was~~important ~~well~~to ~~tolerated.~~you Ofand ~~all~~is ~~enrolled~~subject ~~patients~~to ~~(N=19),~~and ~~adverse~~qualified in ~~events~~its ~~were~~entirety ~~noted~~by inour ~~74%~~Certificate of ~~patients,~~Incorporation ~~with~~and ~~the~~our ~~most~~Bylaws, ~~common~~a ~~being~~copy ~~fatigue~~of ~~(58%).~~each ~~Grade~~of 3which orhas ~~higher~~been ~~adverse~~incorporated ~~events~~as ~~were~~an ~~rare~~exhibit ~~(5%)~~to the prospectus.

~~Early-Stage~~Our ~~Prostate~~Certificate ~~Cancer - Phase 2 study investigating the effectiveness and safety~~ of ~~aspirin~~Incorporation and ~~Ampligen~~our ~~with~~Bylaws orcontain ~~without~~certain ~~interferon-alpha 2b~~provisions ~~(Intron~~that A)are ~~compared~~intended to noenhance ~~drug~~the ~~treatments~~likelihood ~~in a randomized three-arm study~~ of ~~patients~~continuity ~~with prostate cancer before undergoing radical~~and ~~prostatectomy.~~stability ~~Patient enrollment has been initiated~~ in ~~this~~the ~~study~~composition ~~designed~~of ~~for~~the upboard toof 45directors, ~~patients.~~which ~~The~~may ~~study~~have ~~is temporarily suspended due to~~ the ~~Merck~~effect ~~discontinuation~~ of ~~Intron-A~~delaying, ~~production.~~deferring ~~Roswell~~or ~~Park~~preventing ~~has had~~ a ~~Type-C~~future ~~meeting~~takeover or ~~with~~change ~~the~~in ~~FDA~~control ~~and~~of ~~is currently performing~~ the ~~necessary~~Company ~~experiments~~unless tosuch ~~replace~~takeover ~~Intron-A~~or ~~with~~change ain ~~generic~~control ~~alpha-interferon.~~is Weapproved ~~expect~~by ~~this~~our ~~trial~~board toof ~~resume in the near future~~directors. ~~https://clinicaltrials.gov/ct2/show/NCT03899987~~

~~Early-Stage~~Common Triple Negative Breast Cancer - The objective of this Phase 1 study is to evaluate the safety and tolerability of a combination of Ampligen, celecoxib with or without Intron A, when given along with chemotherapy in patients with early-stage triple negative breast cancer. The now completed (as of September 2022) topline results from the study confirm the positive findings that were previously presented at the 2022 Society for Immunotherapy of Cancer (SITC) 37th Annual Meeting in a poster presentation titled Safety and efficacy of de-escalated neoadjuvant chemoimmunotherapy of triple negative breast cancer (TNBC) using chemokine-modulating regimen (rintatolimod, IFN-α2b, celecoxib). The primary endpoint of the study was safety and tolerability. The results demonstrated that treatment was well-tolerated with mostly grade 1 or 2 treatment-related adverse events (TRAEs) without dose-limiting toxicities (DLTs) or delayed or immune-related toxicities. DLT was defined as grade 3 or higher toxicities within the first 3 weeks. Secondary endpoints included pCR rate where 5/9 (56%) of patients attained pCR and 1 more patient attained ypTmic. Tumor and blood biomarkers were also analyzed in exploratory studies. https://clinicaltrials.gov/ct2/show/NCT04081389Stock

~~Refractory~~As ~~Melanoma~~of —the ~~Roswell~~date ~~Park~~of ~~Comprehensive~~this ~~Cancer~~prospectus, ~~Center~~there ~~(“Roswell~~were ~~Park”)~~2,938,681 inshares aof ~~clinical~~common ~~trial~~stock ~~fully~~outstanding. ~~funded~~In byaddition, as of the ~~National~~date ~~Cancer~~of ~~Institute~~this prospectus, there were: (~~NCI~~i) ~ 32,913 ~~has~~shares ~~commenced~~of ~~patient~~common ~~enrollment~~stock insubject ~~its~~to ~~Phase~~outstanding 2options; ~~study~~(ii) in~ ~~subjects~~19,915 ~~with~~shares of ~~primary~~common ~~PD-1/PD-L1~~stock ~~resistant~~reserved ~~melanoma. The~~for ~~Phase~~future 2issuance ~~study~~under ~~will~~our ~~evaluate~~2018 ~~type-1~~Equity ~~polarized~~Incentive ~~dendritic~~Plan; ~~cell~~and (~~αDC1~~iii) ~~vaccine~~~ in4,205,880 ~~combination~~shares ~~with~~of ~~tumor-selective~~common stock ~~chemokine~~reserved ~~modulation (“CKM”)~~for ~~comprised~~future issuance under outstanding common stock warrants. Our Bylaws provide that any vacancy occurring in the board of ~~Interferon~~directors ~~alpha~~may ~~2b,~~be ~~Ampligen~~filled ~~(rintatolimod)~~by ~~and~~the ~~Celecoxib~~affirmative vote of a majority of the remaining directors. UpStockholders todo 24not ~~patients~~have ~~are~~preemptive rights to bepurchase ~~enrolled~~shares in any future issuance of our common stock. ~~The~~In the event of our liquidation, dissolution or winding up, holders of ~~study~~our ~~was~~common ~~temporarily~~stock ~~suspended~~are ~~due~~entitled to ~~the~~receive, ~~Merck~~ratably, ~~discontinuation~~the ofnet ~~Intron-A~~assets ~~production~~available ~~but~~to ~~has~~stockholders ~~since~~after ~~resumed~~payment ~~recruitment~~of ~~(See:~~all ~~https://www~~creditors.~~clinicaltrials.gov/show/NCT04093323).~~

~~Metastatic~~Holders orof ~~Unresectable~~our ~~Triple~~common ~~Negative~~stock ~~Breast~~are ~~Cancer~~entitled –to ~~This~~one ~~phase~~vote ~~1/2a~~for ~~trial~~each ~~tests~~share held of record on all matters submitted to a vote of the ~~safety~~stockholders, ~~side~~and do ~~effects~~not have cumulative voting rights. Accordingly, ~~and~~the ~~best~~holders ~~dose~~of a majority of ~~chemokine~~the shares of our common stock entitled to vote can elect ~~modulation~~all ~~therapy~~of ~~(CKM)~~the ~~(rintatolimod~~directors standing for election. Holders of our common stock are entitled to receive ratably such dividends, ~~celecoxib~~if any, ~~and~~as ~~interferon~~may be ~~alpha~~declared ~~2b)~~from intime ~~combination~~to ~~with~~time ~~pembrolizumab~~by ~~for~~our ~~the~~board ~~treatment~~of directors out of ~~patients~~funds legally available for dividend payments. All outstanding shares ~~with~~of ~~triple~~our ~~negative~~common ~~breast~~stock ~~cancer~~are ~~that~~fully ~~has~~paid ~~spread~~and ~~from~~nonassessable, ~~where~~and itany ~~first~~shares ~~started~~of ~~(primary~~our ~~site)~~common stock to be sold pursuant to this prospectus will be fully paid and nonassessable. The holders of common stock have no preferences or rights of conversion, exchange, pre-emption or other subscription ~~places~~rights. inThere are no redemption or sinking fund provisions applicable to our common stock. In the ~~body~~event ~~(metastatic)~~of any liquidation, dissolution or ~~that~~winding-up ~~cannot~~of our affairs, holders of our common stock will be ~~removed~~entitled byto ~~surgery~~share ~~(unresectable).~~ratably ~~The~~in ~~study~~our isassets ~~recruiting~~that ~~subjects.~~are ~~(See:~~remaining after ~~https://clinicaltrials~~payment or provision for payment of all of our debts and obligations and after liquidation payments to holders of outstanding shares of preferred stock, if any.~~gov/study/NCT05756166)~~

The transfer agent and registrar for our common stock is EQ, The transfer agent and the registrar’s address is 1110 Centre Point Curve, Suite 101, Mendota Heights, Minnesota 55120-4100. Their telephone number is 1-800-937-5449. Our common stock is listed on the NYSE American under the symbol “AIM”.

Preferred Stock

Our board of directors has the authority under our Certificate of Incorporation, without further action by our stockholders, to issue up to 5,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the rights, preferences, privileges and restrictions of the shares of each wholly unissued series, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference and sinking fund terms, and to increase or decrease the number of shares of any such series (but not below the number of shares of such series then outstanding). Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could have the effect of restricting dividends on our common stock, diluting the voting power of our common stock, impairing the liquidation rights of our common stock or otherwise adversely affecting the rights of holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change of control and may adversely affect the market price of our common stock.

~~Additional~~Series ~~Progress~~A ~~and~~Junior ~~Analysis~~Participating ~~Related~~Preferred ~~to Pancreatic Cancer~~Stock.

InWe ~~January~~have ~~2017~~authorized 4,000,000 ~~the~~shares ~~EAP established under our agreement with myTomorrows to enable access~~ of ~~Ampligen~~Series toA ~~ME/CFS~~Junior ~~patients~~Participating ~~was~~Preferred ~~extended~~Stock, ~~to pancreatic~~par ~~cancer~~value ~~patients beginning in the Netherlands~~$0.01 ~~myTomorrows~~per isshare ~~our~~pursuant ~~exclusive service provider in Europe and Turkey and will manage all EAP activities relating~~ to ~~the~~our ~~pancreatic~~Rights ~~cancer extension of the program. In February 2018~~Plan, ~~the agreement with myTomorrows~~ ~~was~~none ~~extended~~of towhich ~~cover~~are ~~Canada to treat pancreatic cancer patients, pending government approval~~outstanding. ~~There have been no physician requests to date that would cause the program to move forward with the approval process.~~

AStockholder ~~total~~Rights of 42 pancreatic cancer patients initially received treatment with Ampligen immuno-oncology therapy under the EAP program at Erasmus MC in the Netherlands; that initial program has since continued to expand and proceed with additional patients to be treated with Ampligen supervised by Prof. C.H.J. van Eijck, MD. In March 2024, the team at Erasmus MC published a thorough data analysis in an article titled “Rintatolimod in Advanced Pancreatic Cancer enhances Anti-Tumor Immunity through Dendritic Cell-Mediated T Cell Responses” in the journal Clinical Cancer Research. The positive clinical findings relate to changes in the tumor microenvironment after Ampligen use. We are working with our Contract Research Organization, Amarex Clinical Research LLC, to seek FDA “fast-track.” We have applied for fast-track status; have received denials to date; and are currently working through the FDA process to provide all the materials and information required to achieve fast-track status.Plan

AOn ~~manuscript~~November ~~titled~~19, ~~“Rintatolimod~~2002, inour ~~Advanced~~board ~~Pancreatic~~of ~~Cancer~~directors ~~enhances~~declared ~~Anti-Tumor~~a ~~Immunity~~dividend ~~through~~distribution ~~Dendritic~~of ~~Cell-Mediated~~one TRight ~~Cell Responses,”~~for ~~was~~each ~~published~~outstanding inshare ~~the~~of ~~print~~common ~~version~~stock to stockholders of ~~the~~record ~~journal~~at ~~Clinical~~the ~~Cancer~~close ~~Research~~of inbusiness ~~August~~on ~~2024.~~November ~~Researchers~~29, at2002 ~~the~~pursuant ~~Erasmus University~~to ~~Medical~~our ~~Center~~rights agreement (~~“Erasmus~~as ~~MC”)~~subsequently ~~found~~amended ~~that~~and restated, ~~Ampligen~~the ~~treatment~~“Rights inAgreement”) ~~pancreatic~~between ~~cancer~~us ~~patients~~and ~~enhances~~EQ, ~~peripheral immune~~our ~~activity~~Rights atAgent. ~~the~~Each ~~transcriptomic~~right ~~and~~entitles ~~proteomic~~the ~~levels,~~registered ~~particularly~~holder of ~~involving~~one ~~type~~share 1of ~~conventional~~our ~~dendritic~~common ~~cells~~stock ~~(cDC1s)~~to ~~and~~purchase ~~T cells.~~from ~~Post-Ampligen,~~ the ~~increased~~Company ~~peripheral~~a ~~abundance~~unit consisting of ~~BTLA+XCR1+~~one ~~cDC1s~~one-hundredth ~~and~~of ~~CD4+SELL+~~a Tshare ~~cells~~of ~~correlated~~Series ~~with~~A ~~improved clinical~~Junior ~~outcomes.~~Participating ~~Patients~~Preferred ~~with~~Stock ~~stable~~at ~~disease~~a ~~exhibited~~purchase ~~pronounced~~price ~~overexpression~~ of ~~genes~~$21.00 ~~related~~per Unit, subject to DCadjustment. The description and Tterms of ~~cell~~the ~~activation.~~rights ~~Notably,~~are ~~the expression~~set offorth ~~immune~~in ~~checkpoints~~the ~~PD-L1~~Rights ~~and~~Agreement, ~~PD-L2~~which ~~decreased~~is ~~post-Ampligen~~incorporated ~~across~~by ~~all~~reference ~~patients~~in this prospectus.

~~Additionally:~~Future Preferred Stock.

	●	In December 2020, the FDA granted Ampligen Orphan Drug Designation status for the treatment of pancreatic cancer. The Orphan Drug Designation program provides orphan status to drugs and biologics which are defined as those intended for the treatment, prevention or diagnosis of a rare disease or condition, which is one that affects less than 200,000 persons in the United States or meets cost recovery provisions of the act. The status helps incentivize the treatment of therapies to treat unmet medical needs by providing a company with seven years of exclusivity rights once a drug reaches market.
	●	In February 2021, our subsidiary, NV Hemispherx Biopharma Europe, received formal notification from the European Commission (“EC”) granting Orphan Medicinal Product Designation for Ampligen as a treatment for pancreatic cancer. Orphan products, once commercially approved in the European Union (“EU”), receive benefits including up to ten years of protection from market competition from similar medicines with similar active component and indication for use that are not shown to be clinically superior.

Our board of directors will fix the rights, preferences, privileges, qualifications and restrictions of the preferred stock of each series that we sell under this prospectus and applicable prospectus supplements in the certificate of designation relating to that series. We will file as an exhibit to the registration statement of which this prospectus is a part or incorporate by reference into the registration statement of which this prospectus is a part the form of any certificate of designation that describes the terms of the series of preferred stock we are offering before the issuance of the related series of preferred stock. This description will include:

~~In June~~● ~~2021, Ampligen was featured in a publication containing state-of-~~the~~-art~~ ~~methodologies~~title inand ~~the peer-reviewed medical journal Cancers as a potential treatment option for cancer patients who are infected with SARS-CoV-2. The study’s authors~~ stated ~~that~~value; ~~Ampligen has~~● the ~~potential~~number ~~to reduce the severity~~ of ~~the~~shares ~~deadly~~we ~~respiratory~~are disease COVID-19. According to laboratory data presented in the publication, “Rintatolimod [Ampligen] activated the innate and the adaptive immune systems by activating a cascade of actions in human pancreatic cancer cells”, including:offering;

● Stimulation of interferon regulatory factors and activation of the interferon signaling pathway, ● Production of immunomodulatory activity and ● Induction of the expression of MHC class I and II histocompatibility

The full journal article is titled: “Rintatolimod Induces Antiviral Activities in Human Pancreatic Cancer Cells: Opening for an Anti-COVID-19 Opportunity in Cancer Patients?” Cancers is a peer-reviewed, open access journal of oncology published semimonthly online by MDPI. The study’s authors include Prof. C.H.J. van Eijck, MD, PhD, the lead investigator at Erasmus Medical Center in the Netherlands.

~~In October~~● ~~2021, we and Amarex submitted an IND application with~~ the ~~FDA~~liquidation ~~for~~preference aper ~~planned~~share; ~~Phase~~● ~~2 study of Ampligen as a therapy for locally advanced or metastatic late-stage pancreatic cancer. In December 2021,~~ the ~~FDA~~purchase ~~responded~~price ~~with~~per a Clinical Hold on the proposed study. We submitted our response to the FDA in February 2022. In March 2022, we received notification from the FDA that the Clinical Hold was released and cleared, meaning that we are now able to proceed with the study specifically to treat locally advanced pancreatic cancer patients. In August 2022, we received IRB approval of the trial protocol and so announced the trial’s commencement.share;

~~A Type~~● Dthe ~~meeting~~dividend ~~package~~rate ~~seeking~~per share, dividend period and payment dates and method of calculation for dividends; ● whether dividends will be cumulative or non-cumulative and, if cumulative, the ~~FDA~~date ~~guidance~~from onwhich ~~expansion~~dividends will accumulate; ● our right, if any, to defer payment of ~~inclusion~~dividends ~~criteria~~and the maximum length of any such deferral period; ● the procedures for any auction and ~~treatment~~remarketing, ~~arms~~if any; ● the provisions for a sinking fund, if any; ● the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; ● any listing of the preferred stock on any securities exchange or market; ● whether the preferred stock will be ~~included~~convertible ~~was~~into ~~submitted~~our to common stock or other securities of ours, including warrants, and, if applicable, the ~~FDA.~~conversion Weperiod, ~~subsequently~~the ~~amended~~conversion price, or how it will be calculated, and under what circumstances it may be adjusted; ● voting rights, if any, of the ~~study~~preferred ~~protocol.~~stock; ~~The~~● ~~study~~preemption isrights, ~~recruiting~~if ~~patients.~~any; ● restrictions on transfer, sale or other assignment, if any;

~~Positive data~~● ~~was published in March 2022 in~~ a ~~manuscript~~discussion ~~titled, “Rintatolimod (Ampligen®) enhances numbers~~ of ~~peripheral~~any Bmaterial ~~cells~~or ~~and is~~special ~~associated~~United ~~with~~States ~~longer~~federal ~~survival~~income intax ~~patients~~considerations ~~with~~applicable ~~locally~~to ~~advanced~~the ~~and~~preferred ~~metastasized~~stock; ~~pancreatic~~● ~~cancer~~the ~~pre-treated~~relative ~~with~~ranking ~~FOLFIRINOX: a~~and ~~single-center~~preferences ~~named~~of ~~patient~~the ~~program,”~~preferred instock ~~Cancers~~as ~~Special~~to ~~Issue:~~dividend ~~Combination~~rights and ~~Innovative~~rights ~~Therapies~~if ~~for~~we ~~Pancreatic Cancer. In the single-center~~liquidate, ~~named-patient~~dissolve ~~program, patients with locally advanced pancreatic cancer (LAPC)~~ or ~~metastatic~~wind ~~disease~~up ~~were~~our ~~treated with~~affairs; ~~Ampligen~~● ~~for~~any 6limitations ~~weeks,~~on atissuances 2of ~~doses~~any ~~per~~class ~~week~~or ~~with~~series ~~400~~of mgpreferred ~~per~~stock ~~infusion.~~ranking ~~The~~senior ~~study~~to ~~found~~or ~~that~~on ~~Ampligen~~a ~~improved~~parity with the ~~median~~series ~~survival~~ of ~~these~~ ~~patients.~~preferred ~~The~~stock ~~study’s~~being ~~primary~~issued ~~endpoints~~as ~~were the Systemic Immune-Inflammation Index (SIII), the Neutrophils~~ to ~~Lymphocyte Ratio~~dividend ~~(NLR),~~rights and ~~absolute~~rights ~~counts~~if ofwe 18liquidate, ~~different~~dissolve ~~populations~~or ofwind ~~circulating~~up ~~immune~~our ~~cells~~affairs; ~~as measured by flow cytometry. Secondary endpoints were progression-free survival (PFS)~~ and ~~overall~~● ~~survival~~any ~~(OS).~~other ~~The~~specific ~~median~~terms, ~~overall~~rights, ~~survival~~preferences, ~~in the Ampligen group was 19 months~~privileges, ~~compared to~~qualifications aor ~~historical~~restrictions ~~control~~of ~~group~~the ~~and~~preferred ~~subgroup (7~~stock.~~5 and 12.5, respectively) that did not receive Ampligen.~~

~~Also~~When ~~in March 2022,~~ we ~~announced~~issue ~~that~~shares ~~study data evaluating the direct effects~~ of ~~Ampligen~~preferred onstock ~~human~~under ~~pancreatic~~this ~~ductal adenocarcinoma (PDAC) cells was accepted for presentation at the 15th Annual International Hepato-Pancreato-Biliary Association World Congress in New York~~prospectus, ~~NY.~~ ~~For~~ the ~~study,~~shares ~~three~~will ~~PDAC~~be ~~cell~~fully ~~lines~~paid ~~(CFPAC-1, MIAPaCa-2,~~ and ~~PANC-1)~~nonassessable ~~were treated with various concentrations of Ampligen~~ and ~~their corresponding~~will vehicle control. The proliferation and migration effects were examined using in-vitro assays and the molecular effect was examined by targeted gene expression profiling. Additionally human PDAC samples were used to validate the expression of toll-like receptor 3 (TLR3) by immunohistochemistry. Results from the study demonstrated Ampligen decreased the proliferation and migration ability of CFPAC-1 cells. In addition, it decreased the proliferation of MIAPaCa-2 cells and the migration of PANC-1 cells. However, it did not have ~~a dual effect in MIAPaCa-2 and PANC-1 cells. Interestingly~~, ~~TLR3~~or ~~was~~be ~~highly expressed in CFPAC-1 cells, low expressed in MIAPaCa-2 and not expressed~~subject ~~in PANC-1. Gene expression analysis revealed the upregulation of interferon-related genes~~to, ~~chemokines,~~any ~~interleukins~~preemptive ~~and~~or ~~cell~~similar ~~cycle regulatory genes~~rights. The heterogeneity of TLR3 expression was confirmed in human PDAC samples. Based on these results, treating pancreatic cancer with Ampligen may have a direct anti-tumor effect in pancreatic cancer cells expressing TLR-3.

~~Ampligen~~The General Corporation Law of the State of Delaware, the state of our incorporation, provides that the holders of preferred stock will have the right to vote separately as a ~~Potential~~class ~~Antiviral~~on any proposal involving fundamental changes in the rights of holders of that preferred stock. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation.

Following the SARS-CoV-1 outbreak in 2002-03, Ampligen exhibited excellent antiviral properties and protective survival effect in NIH-contracted studies of SARS-CoV-1-infected mice, which is very similar to SARS-CoV-2, the novel virus that causes COVID-19.

	●	The Barnard 2006 study (https://journals.sagepub.com/doi/abs/10.1177/095632020601700505) found that Ampligen reduced virus lung levels to below detectable limits.
	●	The Day 2009 study (https://www.sciencedirect.com/science/article/pii/S0042682209005832) found that, instead of 100% mortality, there was 100% protective survival using Ampligen.

WeDescription ~~compared key transcription regulatory sequences~~ of ~~SARS-CoV-1~~Other toOutstanding ~~SARS-CoV-2~~Securities ~~and found significant similarities, suggesting highly probable extension~~ of the antiviral effects of Ampligen in the earlier NIH-contracted SARS experiments to COVID-19. The SARS-CoV-2 virus – which causes COVID-19 – shares important genomic and pathogenic similarities with SARS-CoV-1 (hence its name). Since Ampligen has shown antiviral activity against more distantly related coronaviruses, there was a reasonable probability that the antiviral effects of Ampligen against SARS-CoV-1 will likely extend to SARS-CoV-2, and as discussed below, recently, Ampligen has demonstrated ex vivo antiviral activity against SARS-CoV-2. We believe that this creates a compelling case for clinical trials to evaluate Ampligen as a potential tool in the fight against COVID-19.Company

Since the late 2019 outbreak of SARS-CoV-2, we have been actively engaged in determining whether Ampligen could be an effective treatment for this virus or could be part of a vaccine. We believe that Ampligen has the potential to be both an early-onset treatment for and prophylaxis against SARS-CoV-2. We believe that prior studies of Ampligen in SARS-CoV-1 animal experimentation may predict similar protective effects against the new virus.Warrants

InAs ~~February~~of ~~2020~~the date of this prospectus, wethere ~~filed~~were ~~three~~4,205,880 ~~provisional~~common ~~patent~~stock ~~applications~~purchase ~~related~~warrants tooutstanding, ~~Ampligen~~which inexpire ~~our~~between ~~efforts~~June ~~toward~~3, 2026 ~~joining~~and ~~the~~July ~~global~~30, ~~health~~2030. ~~community in~~Each ~~the~~of ~~fight~~these ~~against~~warrants entitles the ~~deadly~~holder ~~coronavirus~~to ~~(See:~~purchase ~~https://aimimmuno.com/press-release/aim-immunotech-files-provisional-patent-application-for-the-use-~~one share of~~-ampligenr-as-a-potential-therapy-for-covid-19-induced-chronic-fatigue/). Our~~ ~~three~~common ~~provisional~~stock ~~patent~~at ~~applications~~prices ~~include:~~ranging 1)between ~~Ampligen~~$4.00 and $36.30, as aconverted, ~~therapy~~per ~~for~~share, ~~the~~with ~~coronavirus;~~a 2)weighted ~~Ampligen~~average asexercise ~~part~~price of a$6.35 ~~proposed~~per ~~intranasal~~share. Certain of these warrants ~~universal~~have ~~coronavirus~~a ~~vaccine~~net ~~that~~exercise ~~combines~~provision ~~Ampligen~~under ~~with~~which ~~inactivated~~its ~~coronavirus~~holder may, ~~conveying~~in ~~immunity~~lieu ~~and~~of ~~cross-protection~~payment ~~and;~~of 3)the aexercise price in cash, surrender the warrant and ~~high-volume~~receive ~~manufacturing~~a ~~process~~net ~~for~~amount ~~Ampligen.~~of ~~Under~~shares based on the ~~Patent~~fair ~~Cooperation~~market ~~Treaty~~value of ~~1970,~~our ~~which~~common ~~provides~~stock ~~international~~at ~~protections~~the time of exercise of the warrant after deduction ~~for~~of ~~patents,~~the ~~these~~aggregate ~~three~~exercise ~~provisional~~price. ~~patent~~Each ~~applications~~of ~~were~~these ~~converted~~warrants ~~into~~also ~~two~~contains ~~international~~provisions ~~patent~~for ~~applications~~the ~~based~~adjustment onof the ~~date~~exercise price and the aggregate number of ~~their~~shares ~~filings~~issuable upon the exercise of the warrant in the event of dividends, share splits, reorganizations and reclassifications and consolidations.

InThe ~~August~~following ~~2020,~~Warrants weare ~~contracted~~the ~~Amarex~~Participating ~~to act as our Clinical Research Organization and provide regulatory support with regard to a possible clinical trial testing Ampligen’s potential as a COVID-19 prophylaxis via intranasal delivery.~~Securities:

~~Beginning~~May in2024 ~~April~~Class ~~2020,~~A ~~we entered into confidentiality~~ and ~~non-disclosure~~Class ~~agreements~~B ~~with numerous companies for the potential outsourcing of the production of polymer, enzyme, placebo as well as Ampligen.~~Warrants

InOn ~~May~~June ~~2020~~3, ~~the~~2024, ~~FDA~~we ~~authorized~~issued ~~an IND for Roswell Park~~ to ~~conduct~~ a ~~Phase~~single ~~1/2a~~accredited ~~study~~investor ofClass aA ~~regimen~~warrants ofto ~~Ampligen~~purchase ~~and~~an ~~interferon~~aggregate ~~alpha~~of inup ~~cancer patients~~to ~~with COVID-19 infections. This clinical trial~~56,410 ~~sponsored~~shares byof ~~Roswell~~our common ~~Park~~stock inat ~~collaboration~~an ~~with~~exercise ~~us,~~price ~~will test the safety~~ of ~~this combination~~$36.30 ~~regimen~~per inshare ~~patients with cancer~~ and ~~COVID-19,~~Class ~~and~~B ~~the~~warrants ~~extent~~ to ~~which~~purchase ~~this~~an ~~therapy~~aggregate ~~will promote clearance~~ of ~~the SARS-CoV-2 virus from the upper airway. Several subjects have been treated. It is planned that the phase 1/2a study will enroll~~ up to 4456,410 ~~patients in~~shares ~~two~~of ~~stages.~~our common ~~Phase~~stock 1at ~~will~~an ~~see~~exercise ~~12-24~~price ~~patients~~of ~~receiving~~$36.30 ~~both~~per ~~Ampligen and interferon alpha-2b at escalating doses~~share. ~~Once~~We ~~that~~refer ~~initial phase is complete, further study participants will be randomized~~ to ~~two arms: one receiving~~ the ~~two-drug~~Class ~~combination~~A and aClass ~~control~~B ~~group who~~warrants, ~~will~~collectively, ~~not~~as ~~receive Ampligen or interferon alpha but will receive best available care. We are a financial sponsor of~~ the ~~study~~May ~~and will~~2024 ~~provide Ampligen at no charge for this study. In November 2020~~Warrants, ~~the~~and ~~first~~to ~~patient in~~ the ~~study~~Class ~~had~~A ~~been enrolled~~ and ~~treated.~~Class ~~This~~B ~~study was~~warrants, ~~amended to add 20 patients~~individually, ~~with~~as 10the ~~randomized~~May to2024 ~~receive~~A aWarrants ~~single dose of Ampligen~~ and 10the ~~patients~~May to2024 ~~receive~~B ~~current~~Warrants. ~~best~~The ~~therapies.~~May ~~(See~~2024 ~~clinicaltrials.gov/NCT04379518).~~A ~~Due~~Warrants ~~to a shortage of qualifying subjects with COVID-19~~ and ~~cancer~~May as2024 aB ~~result~~Warrants ofare ~~the~~not ~~positive~~exercisable ~~impact of vaccinations and treatments~~ for ~~COVID-19,~~six ~~Roswell~~months isprior ~~seeking approval~~ to ~~expand~~December ~~the~~3, ~~qualifying~~2024 ~~subject~~and ~~criteria~~expire, torespectively, ~~include other diseases~~five ~~lethal~~years toand ~~immuno-compromised~~six ~~cancer~~months ~~patients,~~and ~~such~~twenty-four asmonths ~~influenza.~~after ~~Accordingly,~~their ~~the~~issuance ~~study is temporarily suspended while seeking said approvals~~date.

WeThe ~~also~~exercise ~~entered~~price ~~into~~of athe ~~specialized~~May ~~services~~2024 ~~agreement~~Warrants, ~~with~~and ~~Utah~~the ~~State~~number ~~University~~of ~~and~~shares ~~have~~of ~~supplied~~common ~~Ampligen~~stock, are subject to ~~support~~adjustment in the ~~University’s~~event of any stock ~~Institute~~dividend ~~for~~or ~~Viral~~split, ~~Research~~reverse stock split, recapitalization, reorganization or similar transaction, as described in ~~its~~the ~~research~~May ~~into~~2024 ~~SARS-CoV-2~~Warrants. If ~~The~~a ~~Utah~~Fundamental ~~State~~Transaction ~~results~~(as ~~show~~defined ~~that~~in ~~Ampligen~~the ~~was~~May ~~able~~2024 Warrants) occurs, then the successor entity will succeed to, ~~decrease~~and ~~SARS-CoV-2~~be substituted ~~infectious~~for ~~viral~~us, ~~yields~~and bymay ~~90%~~exercise atevery ~~clinically~~right ~~achievable~~and ~~intranasal~~power ~~Ampligen~~that ~~dosage~~we ~~levels~~may exercise and will assume all of our obligations under the May 2024 Warrants with the same effect as if such successor entity had been named in the warrant itself. May 2024 Warrant Holders will have additional rights defined in the May 2024 Warrants. The May 2024 Warrants are exercisable on a “cashless” basis only if there is not a current registration statement permitting public resale.

InSeptember ~~October~~2024 ~~2020,~~Class weC ~~received~~and ~~IRB~~Class ~~approval~~D for the expansion of the AMP-511 Expanded Access Program clinical trial for ME/CFS to include patients previously diagnosed with SARS-CoV-2, but who still demonstrate chronic fatigue-like symptoms. Patients in the trial are treated with our flagship pipeline drug Ampligen. In January 2021, we commenced with the treatment of the first previously diagnosed COVID-19 patient with long-COVID symptoms (i.e., Long Hauler) also known as Post-COVID Conditions in the AMP-511 study. Enrollment of post-COVID patients continues in the study.Warrants

On September 30, 2024, we issued to the same purchaser who received May 2024 Warrants Class C and Class D Warrants, each to purchase an aggregate of up to 46,530 shares and each with an exercise price of $28.00. We refer to the Class C and Class D warrants, collectively, as the September 2024 Warrants, and to the Class C and Class D warrants, individually, as the September 2024 C Warrants and the September 2024 D Warrants. The September 2024 C Warrants and the September 2024 D Warrants are not exercisable until April 1, 2025, and will expire, respectively, twenty-four months and five years and six months after that date.

The provisions described in the last paragraph of the May 2024 Warrants are applicable to the September 2024 Warrants.

July 2025 Class E, Class F and Pre-funded Warrants

On July 31, 2025, we issued Class E warrants to purchase up to 2,000,000 shares of common stock, Class F warrants to purchase up to 2,000,000 shares of common stock, and pre-funded warrants. We refer to the Class E, Class F, and pre-funded warrants, collectively, as the July 2025 Warrants, and to the Class E, Class F and pre-funded warrants, individually, as the July 2025 E Warrants, and the July 2025 F Warrants and the July 2025 Pre-funded Warrants.

InAll ~~January~~of ~~2021~~the July 2025 Warrants, weother ~~entered~~than ~~into~~the aJuly ~~Sponsor~~2025 ~~Agreement~~Pre-funded ~~with~~warrants, ~~CHDR~~have toan ~~manage~~exercise aprice ~~Phase~~of 1$4.00 ~~randomized~~per share, ~~double-blind~~and ~~study~~were toexercisable immediately ~~evaluate~~upon issuance. The July 2025 Class E Warrants expire on July 30, 2030, and the ~~safety~~July 2025 Class F Warrants expire on February ~~and~~1, ~~activity~~2027. ofThe ~~repeated~~July ~~intranasal~~2025 ~~administration~~Pre-funded Warrants have an exercise price of ~~Ampligen~~$0.001 ~~AIM~~per pre-funded ~~and~~warrant. ~~sponsored~~The 2025 Warrants also have beneficial ownership limitations that prevent the ~~study~~holders from exercising the Class E, Class F and pre-funded warrants they received if they would beneficially own more than 4.99% ~~This~~(or ~~study~~at ~~was~~the ~~designed~~election of the holder prior to ~~assess~~issuance of the 2025 Warrants, 9.99%) of our then outstanding shares of common stock. In addition, in the ~~safety~~event we consummate a merger or consolidation with or into another person or other reorganization event in which our common stock are converted or exchanged for securities, ~~tolerability~~cash ~~and~~or ~~biological~~other ~~activity~~property, or we sell, lease, license, assign, transfer, convey or otherwise dispose of ~~repeated~~all ~~administration~~or substantially all of ~~Ampligen~~our ~~intranasally.~~assets Aor ~~total~~we or another person acquires 50% or more of 40our ~~healthy~~outstanding ~~subjects~~shares of common stock, referred to as a fundamental transaction, then following such event, the holders of the July 2025 Warrants will be entitled to receive upon their exercise of the July 2025 Warrants the same kind and amount of securities, cash or property which the holders would have received ~~either~~had ~~Ampligen~~they exercised the July 2025 Warrants immediately prior to such fundamental transaction. Any successor to us or asurviving ~~placebo~~entity is required to assume the obligations under the July 2025 Warrants. Notwithstanding the foregoing, in the ~~trial~~event of a fundamental transaction, ~~with<~~

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