AIM ImmunoTech Inc 10-Q for FY2024 Q3

AIM ImmunoTech Inc. (AIM)

10-Q 2024-11-14 For: 2024-09-30

Added on April 10, 2026

About this 10-Q

AIM ImmunoTech Inc filed this 10-Q on November 14, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).

Headline figures

Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $35K; down 23.9% from $46K a year earlier
Net loss: $3.7M; compared with a net loss of $7.82M a year earlier
Diluted EPS: -$0.06; compared with -$0.16 a year earlier

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Delaware		52-0845822
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.001 per share		AIM		NYSE American

☐ Large accelerated filer	☐ Accelerated filer
☒ Non-accelerated filer	☒ Smaller reporting company
	☐ Emerging growth company


	September 30, 2024			December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	915		$	5,439
Marketable securities		6,287			7,631
Funds receivable from New Jersey net operating loss		—			1,184
Prepaid expenses and other current assets		368			302
Total current assets		7,570			14,556
Property and equipment, net		117			127
Right of use asset, net		653			697
Patent and trademark rights, net		2,532			2,313
Other assets		2,716			1,688
Total assets	$	13,588		$	19,381
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,264		$	6,443
Accrued expenses		1,011			1,986
Current portion of operating lease liability		232			223
Current portion of note payable, net		2,593			—
Total current liabilities		10,100			8,652
Long-term liabilities:
Operating lease liability		437			495
Note payable, net		139			—
Total liabilities		10,676			9,147
Commitments and contingencies (Notes 13 and 14)		-

Stockholders’ equity:
Series A Junior Participating Preferred Stock, $0.001 par value, 4,000,000 and 250,000 shares authorized as of September 30, 2024, and December 31, 2023, respectively: issued and outstanding – none		—			—
Series B Convertible Preferred Stock, stated value $1,000 per share, 10,000 shares authorized; no issued and outstanding as of September 30, 2024 and 689 issued and outstanding as December 31, 2023		—			689
Convertible preferred stock, value		—			689
Common Stock, $0.001 par value, authorized shares - 350,000,000; issued and outstanding shares 58,668,647 and 49,102,484 as of September 30, 2024 and December 31, 2023, respectively		59			49
Additional paid-in capital		423,714			419,004
Accumulated deficit		(420,861	)		(409,508	)
Total stockholders’ equity		2,912			10,234
Total liabilities and stockholders’ equity	$	13,588		$	19,381


	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
Revenues:
Clinical treatment programs - US	$	35		$	46		$	125		$	137
Total Revenues		35			46			125			137
Costs and Expenses:
Production costs		8			30			24			30
Research and development		1,437			2,734			4,533			7,739
General and administrative		3,079			5,439			9,485			10,280
Total Costs and Expenses		4,524			8,203			14,042			18,049
Operating loss		(4,489	)		(8,157	)		(13,917	)		(17,912	)
Gain (loss) on investments		273			(310	)		96			(201	)
Interest and other income		718			294			3,379			811
Interest expense and other finance costs		(202	)		—			(453	)		—
Gain on sale of fixed assets		—			39			—			16
(Loss) on warrant issuance		—			—			(458	)		—
Gain from sale of income tax operating losses		—			318			—			900

Net Loss	$	(3,700	)	$	(7,816	)	$	(11,353	)	$	(16,386	)
Basic and diluted loss per share	$	(0.06	)	$	(0.16	)	$	(0.21	)	$	(0.34	)
Weighted average shares outstanding basic and diluted		57,677,016			48,635,165			53,351,467			48,483,802


	Series B Preferred Shares			Common Stock Shares		Common Stock .001 Par Value		Additional Paid-in Capital		Accumulated other Comprehensive Income (Loss)		Accumulated Deficit			Total Stockholders’ Equity
Balance December 31, 2023	$	689			49,102,484	$	49	$	419,004	$	—	$	(409,508	)	$	10,234
Common stock issuance, net of costs		—			807,577		1		328		—		—			329
Cashless exercise of warrants		—			3,272		—		—		—		—			—
Equity-based compensation		—			—		—		80		—		—			80
Committed shares		—			338,600		—		—		—		—			—
Net comprehensive loss		—			—		—		—		—		(5,817	)		(5,817	)
Balance March 31, 2024	$	689			50,251,933	$	50	$	419,412	$	—	$	(415,325	)	$	4,826
Common stock issuance, net of costs		—			6,884,747		7		525		—		—			532
Issuance of warrants		—			—		—		2,500		—		—			2,500
Equity-based compensation		—			—		—		80		—		—			80
Series B preferred shares expired		(689	)		—		—		689		—		—			—
Net comprehensive loss		—			—		—		—		—		(1,836	)		(1,836	)
Balance June 30, 2024	$	—			57,136,680	$	57	$	423,206	$	—	$	(417,161	)	$	6,102
Common stock issuance, net of costs		—			653,430		1		179		—		—			180
Issuance of warrants		—			—		—		—		—		—			—
Equity-based compensation		—			878,537		1		329		—		—			330
Series B preferred shares expired		—			—		—		—		—		—			—
Net comprehensive loss		—			—		—		—		—		(3,700	)		(3,700	)
Balance September 30, 2024	$	—			58,668,647	$	59	$	423,714	$	—	$	(420,861	)	$	2,912


	2024			2023
Cash flows from operating activities:
Net loss	$	(11,353	)	$	(16,386	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property and equipment		28			30
Abandonment of patent and trademark rights		46			14
Amortization of patent, trademark rights		154			150
Changes in right of use assets		226			151
Gain from sale of income tax operating losses		—			(900	)
Equity-based compensation		490			182
(Gain) loss on sale of marketable securities		(95	)		201
Loss on issuance of warrants		458			—
Amortization of financial obligation		232			—
Change in assets and liabilities:
Other receivables		—			(9	)
Funds receivable from New Jersey net operating loss		1,181			1,676
Prepaid expenses and other current assets and other non-current assets		(63	)		192
Lease liability		(231	)		(136	)
Other assets		(1,028	)		—
Accounts payable		(179	)		2,411
Accrued expenses		(799	)		915
Net cash used in operating activities		(10,933	)		(11,509	)
Cash flows from investing activities:
Proceeds from sale of marketable securities		1,597			924
Purchase of marketable securities		(158	)		(1,155	)
(Purchase of) property and equipment		(18	)		(10	)
Purchase of patent and trademark rights		(419	)		(377	)
Net cash provided by (used in) investing activities		1,002			(618	)
Cash flows from financing activities:
Proceeds from sale of stock, net of issuance costs		860			338
Proceeds from note payable, net of issuance costs		2,500			—
Proceeds from issuance of equity warrants		2,047			—
Net cash provided by financing activities		5,407			338
Net decrease in cash and cash equivalents		(4,524	)		(11,789	)
Cash and cash equivalents at beginning of period		5,439			27,053
Cash and cash equivalents at end of period	$	915		$	15,264
Supplemental disclosures of non-cash investing and financing cash flow information:
Operating lease-Right of Use Assets	$	(3	)	$	49
Unrealized gain (loss) on marketable securities	$	373		$	(71	)
Conversion of Series B preferred	$	—		$	6
Conversion of note payable interest into shares	$	175		$	—

	●	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.


	(in thousands)
	September 30, 2024			December 31, 2023
Furniture, fixtures, and equipment		1,466			1,448
Less: accumulated depreciation		(1,349	)		(1,321	)
Property and equipment, net	$	117		$	127

	September 30, 2024							December 31, 2023
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Patents	$	3,315	$	(887	)	$	2,428	$	2,947	$	(750	)	$	2,197
Trademarks		232		(128	)		104		229		(113	)		116
Net amortizable patents and trademarks rights	$	3,547	$	(1,015	)	$	2,532	$	3,176	$	(863	)	$	2,313

December 31, 2023	$	2,313
Acquisitions		419
Abandonments and expirations		(46	)
Amortization		(154	)
September 30, 2024	$	2,532

Year Ending December 31,
2024	$	72
2025		268
2026		265
2027		239
2028		219
Thereafter		1,469
Total	$	2,532


Debt schedule at September 30, 2024 (in thousands)
Long-term debt	$	3,301
Unamortized Original issue discount		(555	)
Unamortized Financing fees		(14	)
Unamortized discount and debt issuance costs		2,732
Less current portion of long-term debt, net		(2,593	)

Long-term debt, net	$	139

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding June 30, 2024		2,407,775		$	2.50		8.70	$	—
Granted		—			—		—		—
Forfeited		—			—		—		—
Expired		(95	)		—		—		—
Outstanding September 30, 2024		2,407,680		$	2.44		8.70	$	—
Vested and expected to vest September 30, 2024		2,407,680		$	2.44		8.70	$	—
Exercisable September 30, 2024		2,341,014		$	1.66		7.17	$	—

	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		—			—

	(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:

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

	(vi)	Expected Timing of Announcement of a Fundamental Transaction. As the Company has no specific expectation of a Fundamental Transaction, for reasons elucidated above, the Company utilized a discrete uniform probability distribution over the Expected Holding Period to model in the potential announcement of a Fundamental Transaction occurring during the Expected Holding Period.
	(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.

	(viii)	Expected Risk-Free Interest Rate at Announcement of a Fundamental Transaction. The Company utilized a risk-free interest rate corresponding to the forward U.S. Treasury rate for the period equal to the time between the date forecast for the public announcement of a Fundamental Transaction and the Warrant expiration date for each simulation.
	(ix)	Expected Time Between Announcement and Consummation of a Fundamental Transaction. The 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.

	1.	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 Level 1 prices such as quote prices for 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 term of the assets or liabilities. Generally, this includes debt and equity securities that are not traded in an active market.
	3.	Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments 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 value requires significant management judgment or estimation. As of September 30, 2024, the Company has classified the warrants with cash settlement features as Level 3. Management evaluates a variety of inputs and then estimates fair value based on those inputs. As discussed above, the Company utilized the Monte Carlo Simulation Model in valuing the warrants.

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

	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	$	—	$	—

	September 30, 2024		September 30, 2023
	(in thousands)
	September 30, 2024		September 30, 2023
Lease costs:
Operating lease costs	$	226	$	214
Short-term and variable lease costs		205		253

Total lease costs	$	431	$	467
Classification of lease costs
Research & development	$	358	$	400
General and administrative		73		67

Total lease costs	$	431	$	467

Year Ending December 31, (in thousands)
2024	$	78
2025		276
2026		244
2027		159
Thereafter		—
Less imputed interest		(88	)
Total	$	669

	●	Production of immunomodulatory activity and
	●	Induction of the expression of MHC class I and II histocompatibility

	●	a decrease in research and development expenses of $1,297,000,
	●	a decrease in general and administrative expenses of $2,360,000,
	●	a decrease in production costs of $22,000,
	●	an increase in gain on investments of $583,000,
	●	an increase in interest and other income of $424,000; offset by
	●	a decrease in gain from sale of Income tax operating of $318,000, and an
	●	increase in interest expense of $202,000.

	●	a decrease in research and development expenses of $3,206,000,
	●	a decrease in general and administrative expenses of $795,000,
	●	a decrease in production costs of $6,000,
	●	an increase in gain on investments of $297,000,
	●	an increase in interest and other income of $2,568,000; offset by
	●	a decrease in gain from sale of Income tax operating of $900,000,
	●	an increase in warrant valuation of $458,000, and an
	●	increase in interest expense of $453,000.

Exhibit No.		Description
3.1(i)(1)		Certificate of Incorporation as Amended and Restated.

3.1(i)(2)		Certificate of Increase of Series A Junior Participating Preferred Stock (incorporated by reference to exhibit 3.1 to the Company’s Quarterly report on Form 10-Q (No. 001-27072) for the period ended March 31, 2023).

3.1 (i)(3)		Certificate of Amendment to the Certificate of Incorporation (incorporated by reference to exhibit 3(i).1 to the Company’s Current report on Form 8-K (No. 001-27072) filed June 3, 2019).

3.1(ii)		Amended and Restated By-Laws of Registrant (incorporated by reference to exhibit 3.1(ii) to the Company’s Current report on Form 8-K (No. 001-27072) filed August 1, 2024).

4.1		Common Stock Certificate.

4.2		Third Amended and Restated Rights Agreement, dated May 12, 2023 between AIM ImmunoTech Inc. (formerly, Hemispherx Biopharma, Inc.) and American Stock Transfer & Trust Company, LLC. (incorporated by reference to exhibit 4.6 to Amendment No. 3 to the Company’s Registration Statement on Form 8-A12B (No. 001-27072) filed May 15, 2023).

10.1		February 16, 2024 Note Purchase Agreement with Streeterville Capital LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 001-27072) filed February 20, 2024).

10.2		February 16, 2024 Promissory Note with Streeterville Capital LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (No. 001-27072) filed February 20, 2024).

10.3		March 28, 2024 Atlas Equity Purchase Agreement (incorporated by reference to Exhibit 10.104 to the Company’s annual report on Form 10-K (No. 001-27072) for the year ended December 31, 2023) filed April 1, 2024).

10.4		March 28, 2024 Atlas Registration Rights Agreement (incorporated by reference to Exhibit 10.105 to the Company’s annual report on Form 10-K (No. 001-27072) for the year ended December 31, 2023) filed April 1, 2024).

10.5		March 15, 2024 Addendum 1 to Lease for Ocala office (incorporated by reference to Exhibit 10.107 to the Company’s Registration Statement on Form S-1 (No. 333-278839) filed April 19, 2024).

10.6		Form of Securities Purchase Agreement, dated as of May 31, 2024, by and among the Company and a Purchaser (incorporated by reference to exhibit 10.1 to the Company’s Current report on Form 8-K (No. 001-27072) filed June 3, 2024).

10.7		August 12, 2024 Amendment to Employment Agreement for Thomas K Equels (incorporated by reference to exhibit 10.4 to the Company’s Quarterly report on form 10-Q (No. 001-27072) for period ended June 30, 2024).

10.8		August 12, 2024 Amendment to Employment Agreement for Peter W Rodino III (incorporated by reference to exhibit 10.5 to the Company’s Quarterly report on form 10-Q (No. 001-27072) for period ended June 30, 2024).

10.9		September 11, 2024 Amendment to Employment Agreement for Thomas K Equels (incorporated by reference to exhibit 10.1 to the Company’s Current report on Form 8-K (No. 001-27072) filed September 12, 2024).

10.10		September 11, 2024 Amendment to Employment Agreement for Peter W. Rodino III (incorporated by reference to exhibit 10.2 to the Company’s Current report on Form 8-K (No. 001-27072) filed September 12, 2024).

10.11		September 30, 2024 Securities Purchase Agreement (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 001-27072) filed October 1, 2024).

10.12		September 30, 2024 Placement Agency Agreement with Maxim Group LLC (incorporated by reference to exhibit 1.1 to the Company’s Current Report on Form 8-K (No. 001-27072) filed October 1, 2024).

10.13		October 1, 2024 Class C Common Stock Purchase Warrant with Armistice Capital Master Fund Ltd (incorporated by reference to exhibit 4.1 to the Company’s Current Report on Form 8-K (No. 001-27072) filed October 1, 2024).

10.14		October 1, 2024 Class D Common Stock Purchase Warrant with Armistice Capital Master Fund Ltd (incorporated by reference to exhibit 4.2 to the Company’s Current Report on Form 8-K (No. 001-27072) filed October 1, 2024).

10.15		September 19, 2024 Lease extension for Riverton office*

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Executive Officer. *

31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Financial Officer. *

32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Executive Officer. *

32.2		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Financial Officer. *

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Schema

101.CAL		Inline XBRL Taxonomy Calculation Linkbase

101.DEF		Inline XBRL Taxonomy Definition Linkbase

101.LAB		Inline XBRL Taxonomy Label Linkbase

101.PRE		Inline XBRL Taxonomy Presentation Linkbase

104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

	AIM IMMUNOTECH INC.

	/s/ Thomas K. Equels
	Thomas K. Equels, Esq.
	Chief Executive Officer & President

	/s/ Robert Dickey IV
	Robert Dickey IV
	Chief Financial Officer

Date: November 14, 2024

Corporate Headquarters
2117 SW Highway 484, Ocala FL 34473	t: 352-448-7797	f: 352-480-4620
Human Resources and Administration
604 Main Street, Riverton NJ 08077	t: 352-448-7797	f: 352-480-4620

Operations, Research and Development
671A US-1 South, North Brunswick, NJ 08902	www.aimimmuno.com	t: 732-249-3250	f: 732-249-6895

	1.	I have reviewed this quarterly report on Form 10-Q of AIM ImmunoTech Inc. (the “Registrant”);

	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

	4.	The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and