Note 17: Subsequent Events

Company’s Amended and Restated 2018 Equity Incentive Plan

On July 1, 2026, 8 shares of the Company’s Preferred Series G stock were converted to 8,000 shares of the Company’s common stock. As a result of this conversion, the Company’s outstanding shares of common stock increased by 8,000 shares and 521 Preferred Series G remains issued and outstanding. The conversions did not result in any cash proceeds to the Company.

On July 9, 2026, the Company filed a Registration Statement registering additional shares of common stock under the Company’s Amended and Restated 2018 Equity Incentive Plan. The number of shares of the Company’s common stock available for grant and issuance under the Plan is subject to an annual increase on July 1 of each calendar year, by an amount equal to two percent (2%) of the then outstanding shares of the Company’s common stock. On July 1, 2026, the number of shares of the Company’s common stock available for grant and issuance under the 2018 Plan increased by 580,661 shares pursuant to the 2018 Plan Evergreen Provision.

Special Meeting of Stockholders

On July 15, 2026, the Company held a Special Meeting of Stockholders. As of the record date for the Special Meeting, there were 27,724,245 outstanding shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting. Of the record date outstanding shares, 10,671,690 shares, or approximately 38.5%, were represented at the Special Meeting either in person or by proxy, meaning the requisite quorum for the meeting of 33 and 1/3% was present.
Based on the final voting results reported by the Inspector of Election, all Proposals were approved.

Equity Distribution Agreement

On July 31, 2026, the Company and Maxim mutually agreed to terminate the Equity Distribution Agreement, effective August 15, 2026.

Sterling Proposal Agreement

On July 31, 2026, the Company entered into a proposal (the “Sterling Proposal Agreement”) with Sterling Pharma Solutions (“Sterling”) that is related to the Master Service Agreement and a Quality Agreement entered into between the Company and Sterling in 2022. Pursuant to the Sterling Proposal Agreement, Sterling agreed to manufacture further batches of the polynucleotide drug substances PolyI and Poly C12U and transfer of associated test methods at Sterling’s Dudley, UK location to produce the polymer precursors to manufacture the drug Ampligen. The estimated cost to the Company under the Sterling Proposal Agreement is approximately $1.5 million to be paid over a period of 12 months, as set forth in more detail in the Sterling Proposal Agreement. The Company anticipates using the manufactured product for ongoing and future clinical trials, including potentially a Phase 3 clinical trial for metastatic pancreatic cancer.

The foregoing summary of the Sterling Proposal Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sterling Proposal Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 6, 2026 and incorporated herein by reference.

Unsecured Promissory Note

On August 6, 2026, the Company redeemed 384,911 shares of its common stock issued pursuant to the terms of the promissory note for an aggregate redemption price of $100,000 and redeemed 577,367 shares of its common stock issued pursuant to the terms of the promissory note for an aggregate redemption price of $150,000.

June 2026 Class J Offering

On August 4, 2026, a holder exercised pre-funded warrants to purchase 481,788 shares of common stock upon exercise of the pre-funded warrants and received nominal cash proceeds from the exercise.