v3.26.3
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
Year  Summary Compensation Table Total for PEO (1)   Compensation Actually Paid to PEO (1) (2) (3)   Average Summary Compensation Table Total for Non-PEO NEOs (1)   Average Compensation Actually Paid to Non-PEO NEOs (1) (2)   Value of Initial Fixed $100 Investment Based On Total Shareholder Return (4)   Net Income (Loss) (5) 
2025  $640,243   $640,243   $246,039   $246,039   $3.64   $(13,958,000)
2024  $1,089,725   $1,067,109   $285,935   $282,166   $63.87   $(17,320,000)
2023  $1,431,301   $1,458,539   $369,860   $375,160   $141.94   $(28,962,000)
    
Named Executive Officers, Footnote [Text Block]

(1) The principal executive officer (“PEO”) and the non-PEO NEOs for each year are as follows: Thomas K. Equels, PEO; Robert Dickey and Peter Rodino, NEOs.
    
PEO Total Compensation Amount [1] $ 640,243 $ 1,089,725 $ 1,431,301
PEO Actually Paid Compensation Amount [1],[2],[3] $ 640,243 1,067,109 1,458,539
Adjustment To PEO Compensation, Footnote [Text Block]

 

Year  Summary Compensation Table Total for PEO   Less: Summary Compensation Table Reported Value of Equity Awards(a)   Plus: Equity Award Adjustments(b)   Equals: Compensation Actually Paid to PEO 
2025  $640,243   $-   $-   $640,243 
2024  $1,089,725   $(200,000)  $177,384   $1,067,109 
2023  $1,431,301   $(128,112)  $155,350   $1,458,539 

 

(a) Represents the aggregate grant-date fair value of equity awards as reported in the “Option Awards” columns in the “Summary Compensation Table” for the applicable year.
   
(b) The equity award adjustments for each applicable year were as set forth in the table below. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

 

 

Year  Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year   Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years   Vesting Date Fair Value of Equity Awards Granted in the Covered Year that Vested in the Covered Year   Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Year (From Prior Year End to Vesting Date)   Fair Value at the End of the Prior Year of Equity Awards that Failed to Vest in the Covered Year   Value of Dividend Equivalents Accrued or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value   Total Equity Award Adjustments 
2025  $-   $-    -   $-   $-   $-   $- 
2024  $-   $-   $200,000   $(22,616)  $-   $-   $177,384 
2023  $108,555   $-   $9,869   $36,926   $-   $-   $155,350 
    
Non-PEO NEO Average Total Compensation Amount [1] $ 246,039 285,935 369,860
Non-PEO NEO Average Compensation Actually Paid Amount [1],[3] $ 246,039 282,166 375,160
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

 

The dollar amounts reported in the “Average Compensation Actually Paid to Non-PEO NEOs” column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the PEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the NEOs (excluding the PEO) during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding the PEO) or each year to determine the compensation actually paid:

 

Year  Average Reported Summary Compensation Table Total for Non-PEO NEOs   Less: Summary Compensation Table Average Reported Value of Equity Awards   Plus: Average Equity Award Adjustments(x)   Equals: Average Compensation Actually Paid to Non-PEO NEOs 
2025  $246,039   $-   $-   $246,039 
2024  $285,935   $(25,000)  $21,231   $282,166 
2023  $369,860   $(21,352)  $26,652   $375,160 

 

  (x) The amounts deducted or added in calculating the total average equity award adjustments are as follows (figures in columns other than “Total Average Equity Award Adjustments” are rounded to the nearest dollar):

 

Year  Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year   Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years   Vesting Date Fair Value of Equity Awards Granted in the Covered Year that Vested in the Covered Year   Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Year (From Prior Year End to Vesting Date)   Fair Value at the End of the Prior Year of Equity Awards that Failed to Vest in the Covered Year   Average Value of Dividend Equivalents Accrued or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value   Total Average Equity Award Adjustments 
2025  $-   $-   $-   $-   $-   $-   $- 
2024  $-   $-   $25,000   $(3,769)  $-   $-   $21,231 
2023  $18,092   $-   $1,645   $6,915   $-   $-   $26,652 

 

(3)

In calculating the “compensation actually paid” amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant.

   
(4) Company total shareholder return (“TSR”) represents the cumulative investment return of an initial fixed $100 investment in our common stock during the period commencing on December 31, 2021 and ending on the last day of the covered fiscal year, assuming reinvestment of all dividends. The Company TSR reflected in the table above may not be indicative of future performance.
   
(5) Represents the amount of net income (loss) reflected in the Company’s audited GAAP financial statements for each applicable fiscal year.

 

One objective of the “Pay Versus Performance Table” is to illustrate how performance-based features in our executive compensation program operate to index pay to performance. As further explained below, we believe that the table reflects an alignment of compensation actually paid with the decline in the Company’s performance.

    
Compensation Actually Paid versus Company Total Shareholder Return

Compensation Actually Paid versus Company Total Shareholder Return

 

As outlined in the table, increases in the compensation actually paid values for our PEO and non-PEO NEOs from 2023 to 2025 are directionally aligned with the changes in our total shareholder return over this same period. The decrease in compensation from 2023 to 2025 is primarily a result of the PEO and an NEO not receiving a bonus in 2024 or 2025 when compared to 2023. In 2025 and 2024, the PEO and non-PEO NEOs agreed to voluntarily forego the cash bonuses for 2025 and 2024 for which they are entitled to pursuant to their employment agreements to conserve cash for the Company, which primarily resulted in a reduction in their compensation actually paid. Additionally, the PEO and non-PEO NEO did not receive stock awards for 2025. These reductions were offset by the change in type of salary that they received. The PEO and non-PEO NEO reduced their cash compensation within their salary in 2024 for an annual period and receiving common stock the for the total amount of the reduction, which was valued equal to 100% of the closing price of our common stock on the trading date immediately preceding the date of issuance of the shares in accordance with the compensation arrangements. As a portion of their annual salary for the 2024-2025 period was received in common stock in 2024. Due to this net change the compensation actually paid decreased and was aligned with the total shareholder return decrease. Our compensation programs are structured based on short-term and long-term compensation for the NEOs. As we have been primarily focused on conserving cash in the short-term, these compensation arrangements to reduce cash compensation met our short-term needs. Long-term compensation is provided by non-qualified yearly stock options within yearly vesting. The ultimate value of these equity awards, and the resulting impact on compensation actually paid, aligns with our total shareholder return performance. In 2025, the PEO and non-PEO NEOs were not awarded their yearly stock options. While the overall total shareholder return performance has declined, compensation actually paid decreased as a result of the structuring of the compensation arrangements.

    
Compensation Actually Paid versus Company Net Income

Compensation Actually Paid versus Company Net Income

 

As outlined in the table, decreases in the compensation actually paid values for our PEO and non-PEO NEOs occurred from 2023 to 2025, while the net loss decreased for the same period. The decrease in compensation actually paid from 2023 to 2025 is primarily the result of the structuring of the compensation arrangements for the PEO and non-PEO NEOs. In 2025 and 2024, the PEO and non-PEO NEOs agreed to voluntarily forego the cash bonuses for 2025 and 2024 for which they are entitled to pursuant to their employment agreements to conserve cash for the Company, which primarily resulted in a reduction in their compensation actually paid, which would not align with the decrease in the net loss. As we have been primarily focused on the clinical and regulatory development of Ampligen and, accordingly, we have not historically used net income (loss) as a performance measurement in our executive compensation. As a pre-commercial stage company, our performance is attributable to the successful execution of our regulatory, clinical, research and commercial goals. Therefore, while the Board monitors our net income (loss), we do not currently believe there is a meaningful relationship between our net loss and compensation actually paid to our NEOs during the periods presented.

    
Total Shareholder Return Amount [4] $ 3.64 63.87 141.94
Net Income (Loss) Attributable to Parent [5] $ (13,958,000) $ (17,320,000) $ (28,962,000)
PEO Name Thomas K. Equels Thomas K. Equels Thomas K. Equels
Equity Awards Value In Compensation Table [Member] | PEO [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount [6] $ (200,000) $ (128,112)
Equity Award Adjustments [Member] | PEO [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount [7] 177,384 155,350
Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year [Member] | PEO [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 108,555
Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years [Member] | PEO [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount
Vesting Date Fair Value Of Equity Awards Granted In The Covered Year That Vested In The Covered Year [Member] | PEO [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 200,000 9,869
Vesting Date Fair Value Of Equity Awards Granted In The Covered Year That Vested In The Covered Year [Member] | Non-PEO NEO [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 25,000 1,645
Change In Fair Value Of Equity Awards Granted In Prior Years That Vested In The Covered Year From Prior Year End To Vesting Date [Member] | PEO [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (22,616) 36,926
Change In Fair Value Of Equity Awards Granted In Prior Years That Vested In The Covered Year From Prior Year End To Vesting Date [Member] | Non-PEO NEO [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (3,769) 6,915
Fair Value At The End Of The Prior Year Of Equity Awards That Failed To Vest In The Covered Year [Member] | PEO [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount
Fair Value At The End Of The Prior Year Of Equity Awards That Failed To Vest In The Covered Year [Member] | Non-PEO NEO [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount
Value Of Dividend Equivalents Accrued Or Other Earnings Paid On Stock Awards Not Otherwise Reflected In Fair Value [Member] | PEO [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount
Less Summary Compensation Table Average Reported Value of Equity Awards [Member] | Non-PEO NEO [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (25,000) (21,352)
Average Equity Award Adjustments [Member] | Non-PEO NEO [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount [8] 21,231 26,652
Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year [Member] | Non-PEO NEO [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 18,092
Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years [Member] | Non-PEO NEO [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount
Average Value of Dividend Equivalents Accrued or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value [Member] | Non-PEO NEO [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount
[1] The principal executive officer (“PEO”) and the non-PEO NEOs for each year are as follows: Thomas K. Equels, PEO; Robert Dickey and Peter Rodino, NEOs.
[2] In calculating the “compensation actually paid” amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant.
[3] The dollar amounts reported in the “Compensation Actually Paid to PEO” column represent the amount of “compensation actually paid” to the PEO, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid to the PEO:
[4] Company total shareholder return (“TSR”) represents the cumulative investment return of an initial fixed $100 investment in our common stock during the period commencing on December 31, 2021 and ending on the last day of the covered fiscal year, assuming reinvestment of all dividends. The Company TSR reflected in the table above may not be indicative of future performance.
[5] Represents the amount of net income (loss) reflected in the Company’s audited GAAP financial statements for each applicable fiscal year.
[6] Represents the aggregate grant-date fair value of equity awards as reported in the “Option Awards” columns in the “Summary Compensation Table” for the applicable year.
[7] The equity award adjustments for each applicable year were as set forth in the table below. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
[8] The amounts deducted or added in calculating the total average equity award adjustments are as follows (figures in columns other than “Total Average Equity Award Adjustments” are rounded to the nearest dollar):