Asfiled with the Securities and Exchange Commission on September 6, 2019

RegistrationNo. 333-              

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT

UNDER

THESECURITIES ACT OF 1933

AIMImmunoTech Inc.

(Exactname of registrant as specified in its charter)

2117SW Highway 484

OcalaFL 34473

(352)448-7797

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

areacode, of registrant’s principal executive offices)

ThomasK. Equels

ChiefExecutive Officer and President

AIMImmunoTech Inc.

2117SW Highway 484

OcalaFL 34473

(352)448-7797

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

Copiesto:

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

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933, check the following box. [X]

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for thesame offering. [  ]

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

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

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, 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:

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

CALCULATIONOF REGISTRATION FEE

Theregistrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date untilthe registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter becomeeffective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shallbecome effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Theinformation in this prospectus is not complete and may be changed. We may not sell these securities until the registration statementfiled with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and isnot soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARYPROSPECTUS, SUBJECT TO COMPLETION, DATED SEPTEMBER 6, 2019

AIMImmunoTech Inc.

(Formerly,Hemispherx Biopharma, Inc.)

             Sharesof Common Stock

Pre-fundedWarrants to Purchase Up to          Shares of Common Stock

Warrantsto Purchase          Shares of Common Stock

Thisis an offering of          shares of our common stock, $0.001 par value per share, and warrants to purchase up to          shares of our commonstock (and the shares of common stock that are issuable from time to time upon exercise of the warrants). Each warrant will havean exercise price of 110% of the public offering price of the common stock and will result in the issuance of 0.5 of a share ofcommon stock to the holder of such warrant. Each warrant will expire on the fifth anniversary of the original issuance date.The shares of our common stock and warrants are immediately separable and will be issued separately, but will be purchased togetherin this offering.

Weare also offering to each purchaser whose purchase of shares of common stock in this offering would otherwise result in the purchaser,together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser,9.99%) of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, ifthe purchaser so chooses, pre-funded warrants, in lieu of shares of common stock that would otherwise result in such purchaser’sbeneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock. For each pre-fundedwarrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis. The purchase priceof each pre-funded warrant will equal the price per share at which the shares of common stock are being sold to the public inthis offering, minus $0.001, and the exercise price of each pre-funded warrant will be $0.001 per share. As a result, the netproceeds we receive will be reduced by $0.001 per pre-funded warrant. Each pre-funded warrant will be immediately exercisablefor one share of our common stock and may be exercised at any time until all of the pre-funded warrants are exercised in full.The shares of our common stock, warrants and pre-funded warrants are immediately separable and will be issued separately, butwill be purchased together in this offering.

Eachpre-funded warrant purchased in this offering in lieu of common stock also is being sold together with a warrant. Because a warrantis being sold together in this offering with each share of common stock and, in the alternative, each pre-funded warrant to purchaseone share of common stock, the number of warrants sold in this offering will not change as a result of a change in the mix ofthe shares of our common stock and pre-funded warrants sold. This prospectus also relates to the shares of common stock issuableupon exercise of any pre-funded warrants and any warrants sold in this offering. The pre-funded warrants and warrants are immediatelyseparable and will be issued separately, but will be purchased together in this offering.

Ourcommon stock is listed on the NYSE American under the symbol “AIM”. The last reported sale price for our commonstock on the NYSE American on September 3, 2019 was $1.82 per share. The actual number of securities, and the offering priceper share of common stock or pre-funded warrant, will be as determined between us and A.G.P./Alliance Global Partners, orA.G.P. or the Underwriter, at the time of pricing, and may be at a discount to the current market price. Therefore, therecent market price used throughout this prospectus may not be indicative of the actual public offering price for our commonstock or for the pre-funded warrants. The public offering price of the warrant is $0.001 per warrant. There is no establishedpublic trading market for the pre-funded warrants or the warrants, and we do not expect a market to develop. In addition, wedo not intend to apply for a listing of the pre-funded warrants or the warrants on any national securitiesexchange.

Investingin our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus.You should carefully consider these risk factors, as well as the information contained in this prospectus, before you invest.

Neitherthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

(1)The public offering price is $          per share of common stock, $          per pre-funded warrant and $0.001 per accompanying warrant.

(2)We have agreed to reimburse the Underwriter for certain expenses. See “Underwriting” beginning on page 25 ofthis prospectus for a description of the compensation payable to the Underwriter.

Wehave granted a 45-day option to the Underwriter to purchase up to          additional shares of common stock and/or warrants to purchaseup to          shares of common stock from us solely to cover over-allotments, if any.

TheUnderwriter expects to deliver the securities to purchasers in the offering on or about          , 2019.

SoleBook-Running Manager

A.G.P.

Thedate of this Prospectus is          , 2019

TABLEOF CONTENTS

Youshould rely only on the information we have included or incorporated by reference into this prospectus. Neither we nor the Underwriterhas authorized any dealer, salesman or other person to give any information or to make any representation other than those containedor incorporated by reference into this prospectus. You must not rely upon any information or representation not contained or incorporatedby reference into this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buyany securities other than the registered securities to which they relate, nor does this prospectus constitute an offer to sellor the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offeror solicitation in such jurisdiction.

Youshould not assume the information contained in this prospectus is accurate on any date subsequent to the date set forth on thefront of the document or that any information we have incorporated by reference herein is correct on any date subsequent to thedate of the document incorporated by reference, even though this prospectus is delivered, or securities are sold, on a later date.

Noaction is being taken in any jurisdiction outside the United States to permit a public offering of our common stock or possessionor distribution of this prospectus in that jurisdiction. We have not and the Underwriter has not done anything that would permitthis offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required,other than the United States. Persons who come into possession of this prospectus in jurisdictions outside the United States arerequired to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectusapplicable to that jurisdiction.

Thisprospectus contains or incorporates by reference summaries of certain provisions contained in some of the documents describedherein, but reference is made to the actual documents for complete information. All the summaries are qualified in their entiretyby the actual documents. Copies of some of the documents referred to herein have been filed or have been incorporated by referenceas exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of those documentsas described in this prospectus under the heading “Where You Can Find More Information.”

PROSPECTUSSUMMARY

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

OurBusiness

Weare an immuno-pharma company focused on the research and development of therapeutics to treat multiple types of cancers, as wellas immune-deficiency disorders, including myalgic encephalomyelitis/chronic fatigue syndrome (ME/CFS). We have established a strongfoundation of laboratory, pre-clinical and clinical data with respect to the development of nucleic acids and natural interferonto enhance the natural antiviral defense system of the human body and to aid the development of therapeutic products for the treatmentof certain cancers and chronic diseases.

Our flagship products include Ampligen® (rintatolimod), a drug of large macromolecular RNA (ribonucleicacid) molecules, and Alferon N Injection® (Interferon Alfa-N3).

Ampligen®represents an RNA being developed for globally important cancers, viral diseases and disorders of the immune system. Ampligen®has in the clinic demonstrated the potential for standalone efficacy in a number of solid tumors. We have also seen success inincreasing survival rates and efficacy in the treatment of animal tumors when Ampligen® is used in combination with checkpointblockade therapies. This success in the field of immuno-oncology has guided our focus toward the potential use of Ampligen®as a combinational therapy for the treatment of a variety of solid tumor types. There are currently multiple Ampligen® clinicaltrials — both underway and planned — at major cancer research centers around the country. Ampligen ® is also beingused as a monotherapy to treat pancreatic cancer patients in an Early Access Program (EAP) approved by the Inspectorate of Healthcarein the Netherlands at Erasmus Medical Center.

Ampligen® is also being evaluated forthe treatment of ME/CFS. We are currently sponsoring an expanded access program (EAP) for ME/CFS patients in the U.S. In August2016, we received approval of our NDA from Administracion Nacional de Medicamentos, Alimentos y Tecnologia Medica (ANMAT) forcommercial sale of Ampligen® (trade name rintatolimod) in the Argentine Republic for the treatment of severe CFS. With regulatoryapproval in Argentina, to the best of our knowledge, Ampligen® is the world’s only approved therapeutic for ME/CFS.We continue to pursue our Ampligen New Drug Application, or NDA, for the treatment of ME/CFS with the U.S. Food and Drug Administration,or FDA.

AlferonN Injection® is approved for a category of sexually transmitted diseases infection and patients that are intolerant to recombinantinterferon in Argentina. Alferon is the only natural-source, multi-species alpha interferon currently approved for sale in theU.S. for the intralesional treatment of refractory (resistant to other treatment) or recurring external Condylomata Acuminata/genitalwarts (GW) in patients 18 years of age or older. Certain types of human papilloma viruses cause GW. We also have approval fromANMAT for the treatment of refractory patients that failed or were intolerant to treatment with recombinant interferon in Argentina.We have developed and, with proper funding, will be seeking FDA Pre-Approval Inspection of a high-volume, high-efficiency, upgradedmanufacturing process to allow for the commercial viability of Alferon®.

RecentDevelopments

Currently,five Ampligen® clinical trials are open to enrollment at university cancer centers testing whether tumor microenvironmentscan be reprogrammed to increase the effectiveness of cancer immunotherapy, including checkpoint inhibitors:

Inaddition, six Ampligen clinical trials are planned for initiation in 2019 or 2020, subject to funding:

Thereis also an Expanded Access Program (EAP) with Ampligen as a standalone treatment in pancreatic cancer at Erasmus University, TheNetherlands, conducted by Professor Casper van Eijck. Eligibility for the EAP includes adults with metastatic or locally advancedpancreatic carcinoma following FOLFIRINOX and adults post-Whipple procedure. Systemic Immune-Inflammation Index and restagingscans/x-rays were performed every 6 weeks. The EAP was initially approved for extremely advanced cases, but is now approved forall pancreatic cancer, regardless of stage.

GeneralCorporate Information

Weare incorporated under the laws of the State of Delaware. Our principal offices are located at 2117 SW Highway 484, Ocala Florida34473. Effective September 3, 2019, we changed our name from Hemispherx, Biopharma Inc. to AIM ImmunoTech Inc. We operate a 30,000sq. ft. facility located at 783 Jersey Avenue, New Brunswick, New Jersey 08901 with the objective of producing Ampligen® andAlferon®. Our website address is currently is www.aimimmuno.com. We make our periodic and current reports that are filed withthe SEC available, free of charge, on our website as soon as reasonably practicable after such material is electronically filedwith, or furnished to, the SEC. The information contained in, and that can be accessed through, our website is not incorporatedinto and is not a part of this prospectus.

TheOffering

OutstandingShares

Unlessotherwise indicated herein, the number of shares of our common stock outstanding prior to and after this offering is based on2,525,187 shares outstanding as of September 3, 2019 and excludes:

RISKFACTORS

Investingin our securities involves a high degree of risk. Before making an investment decision with respect to our securities, we urgeyou to carefully consider the risks described in the “Risk Factors” section of our Annual Report on Form 10-K forthe year ended December 31, 2018 and our subsequent Quarterly Reports on Form 10-Q, which are incorporated by reference into thisprospectus. These risk factors relate to our business, regulatory matters, and ownership of our common stock. In addition, thefollowing risk factors present material risks and uncertainties associated with this Offering. The risks and uncertainties incorporatedby reference into this prospectus or described below are not the only ones we face. Additional risks and uncertainties not presentlyknown or which we consider immaterial as of the date hereof may also have an adverse effect on our business. If any of the mattersdiscussed in the following risk factors were to occur, our business, financial condition, results of operations, cash flows orprospects could be materially adversely affected, the market price of our common stock could decline and you could lose all orpart of your investment in our securities.

RisksRelating to our Securities and this Offering

Themarket price of our stock may be adversely affected by market volatility.

Themarket price of our common stock has been and is likely to be volatile. This is especially true given the current significantinstability in the financial markets. In addition to general economic, political and market conditions, the price and tradingvolume of our stock could fluctuate widely in response to many factors, including:

Ourcommon stock is listed for quotation on the NYSE American. For the year ended December 31, 2018, the trading price of our commonstock has ranged from $0.18 to $0.65 per share. We expect the price of our common stock to remain volatile. The average dailytrading volume of our common stock varies significantly.

Ourmanagement will have broad discretion over the use of the net proceeds from this offering, you may not agree with how we use theproceeds and the proceeds may not be invested successfully.

Ourmanagement will have broad discretion as to the use of the net proceeds from this offering and could use them for purposes otherthan those contemplated at the time of commencement of this offering. Accordingly, you will be relying on the judgment of ourmanagement with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision,to assess whether the proceeds are being used appropriately. It is possible that, pending their use, we may invest the net proceedsin a way that does not yield a favorable, or any, return for us. The failure of our management to use such funds effectively couldhave a material adverse effect on our business, financial condition, operating results and cash flows.

Thereis no public market for the pre-funded warrants or the warrants being offered in this offering.

Thereis no established public trading market for the pre-funded warrants or the warrants being offered in this offering, and we donot expect a market to develop. In addition, we do not intend to apply to list the pre-funded warrants or the warrants on anysecurities exchange or nationally recognized trading system, including the NYSE American. Without an active market, the liquidityof the pre-funded warrants and the warrants will be limited.

Newinvestors purchasing our common stock in this offering will experience immediate and substantial dilution in the net tangiblebook value of their investment.

Thepublic offering price is substantially higher than the net tangible book value per share of our common stock immediately priorto this offering. Therefore, if you purchase common stock in this offering, you will incur immediate dilution of approximately$         in pro forma as adjusted net tangible book value per share as of June 30, 2019 from the price you paid, based on an assumedpublic offering price of $          per share, which is the last reported sale price of our common stock on the NYSE American on              , 2019. To the extent outstanding options or warrants, including the pre-funded warrants and warrants issued in the offering,are ultimately exercised or outstanding shares of Series B Convertible Preferred Stock are converted, there may be further dilutionto investors who purchase shares in this offering. In addition, if the Underwriter exercises its option to purchase additionalshares of common stock and/or warrants or if we issue additional equity securities, investors purchasing shares in this offeringmay experience additional dilution. As a result of the dilution to investors purchasing shares in this offering, investors mayreceive significantly less than the purchase price paid in this offering, if anything, in the event of our liquidation. The discussionabove assumes no sale of pre-funded warrants, which if sold and not exercised, would reduce the number of shares of common stockthat we are offering on a one-for-one basis.

Futuresales and issuances of our common stock or other securities may result in significant dilution and could cause the price of ourcommon stock to decline.

Wemay issue shares to be used to meet our capital requirements or use shares to compensate employees, consultants and/or Directors.We completed a rights offering to our stockholders and certain option and warrant holders in March 2019, pursuant to which weissued Preferred stock convertible into an aggregate of 138,750 shares of common stock and common stock purchase warrants. Inaddition, we currently have outstanding common stock purchase warrants, inclusive of the warrants issued in the rights offering,for the purchase of approximately 486,917 shares of our common stock. All of the shares of common stock issuable upon conversionof the above referenced preferred stock and exercise of the above referenced common stock warrants have been registered for publicsale. We also have registered securities for public sale pursuant to a universal shelf registration statement and we had beenselling shares under this shelf registration statement. In this regard we have an “at-the-market” offering programwith Maxim Group LLC pursuant to which we can publicly sell shares of our common stock.

Weare unable to estimate the amount, timing or nature of future sales of outstanding common stock or instruments convertible intoor exercisable for our common stock. Sales of substantial amounts of our common stock in the public market, including the registeredshares referred to above and shares and warrant shares registered in this Offering as well as sales of additional securities pursuantto our equity distribution agreements with Maxim Group LLC or otherwise under the universal shelf registration statement, couldcause the market price for our common stock to decrease. Furthermore, a decline in the price of our common stock would likelyimpede our ability to raise capital through the issuance of additional shares of common stock or other equity securities.

Ourcharter documents and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the marketprice of our common stock.

Ourcertificate of incorporation, as amended, or the Certificate of Incorporation, and our Bylaws, as amended, or the Bylaws, containprovisions that could delay or prevent a change in control of our Company. These provisions could also make it more difficultfor stockholders to elect directors and take other corporate actions. These provisions include:

Wealso have a stockholder rights plan that, if triggered, could discourage potential acquisition of control of our company.

Inaddition, the provisions of Section 203 of the Delaware General Corporation Law govern us. These provisions may prohibit largestockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for acertain period of time without the consent of our board of directors.

Theseand other provisions in our Certificate of Incorporation and our Bylaws and under Delaware law could discourage potential takeoverattempts, reduce the price that investors might be willing to pay in the future for shares of our Common Stock and result in themarket price of our Common Stock being lower than it would be without these provisions.

Themarket price of our common stock may never exceed the exercise price of the warrants issued in connection with this offering.

Thewarrants being issued in connection with this offering become exercisable upon issuance and will expire five years from the dateof issuance. The market price of our common stock may never exceed the exercise price of the warrants prior to their date of expiration.

RisksRelated to Our Business

Investorsshould carefully consider the risks and uncertainties and all other information contained or incorporated by reference in thisprospectus, including the risks and uncertainties discussed under “Risk Factors” in our most recent AnnualReport on Form 10-K, as may be amended from time to time, and in subsequent filings that are incorporated herein by reference.All of these risk factors are incorporated by reference herein in their entirety. These risks and uncertainties are not the onlyones facing us. Our business, financial condition or results of operations could be materially adversely affected by any of theserisks. 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. Ouractual 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.

SPECIALNOTE REGARDING FORWARD-LOOKING STATEMENTS

Thisprospectus and the documents incorporated herein by reference contain forward-looking statements within the meaning of the PrivateSecurities Litigation Reform Act of 1995. These statements are based on our management’s current beliefs, expectations andassumptions about future events, conditions and results and on information currently available to us. Discussions containing theseforward-looking statements may be found, among other places, in the Sections entitled “Business,” “Risk Factors”and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated byreference from our most recent Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, as well as any amendments thereto,filed with the SEC.

Allstatements, other than statements of historical fact, included or incorporated herein regarding our strategy, future operations,financial position, future revenues, projected costs, plans, prospects and objectives are forward-looking statements. Words suchas “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,”“estimate,” “think,” “may,” “could,” “will,” “would,”“should,” “continue,” “potential,” “likely,” “opportunity” and similarexpressions or variations of such words are intended to identify forward-looking statements but are not the exclusive means ofidentifying forward-looking statements.

Amongthe factors that could cause actual results to differ materially from those indicated in the forward-looking statements are risksand uncertainties inherent in our business including, without limitation: our ability to adequately fund our projects as we willneed additional funding to proceed with our objectives, the potential therapeutic effect of our products, the possibility of obtainingregulatory approval, our ability to find senior co-development partners with the capital and expertise needed to commercializeour products and to enter into arrangements with them on commercially reasonable terms, our ability to manufacture and sell anyproducts, our ability to enter into arrangements with third party vendors, market acceptance of our products, our ability to earna profit from sales or licenses of any drugs, our ability to discover new drugs in the future, changing market conditions, changesin laws and regulations affecting our industry, and issues related to our New Brunswick, New Jersey facility. In February 2013,we received a Complete Response Letter from the Food and Drug Administration, or FDA, for our Ampligen New Drug Application, orNDA, for the treatment of Chronic Fatigue Syndrome. The FDA communicated that we should conduct at least one additional clinicaltrial, complete various nonclinical studies and perform a number of data analysis. Accordingly, the remaining steps to potentiallygain FDA approval of the Ampligen NDA, the final results of these and other ongoing activities could vary materially from ourexpectations and could adversely affect the chances for approval of the Ampligen NDA. These activities and the ultimate outcomesare subject to a variety of risks and uncertainties, including but not limited to risks that (i) the FDA may ask for additionaldata, information or studies to be completed or provided; and (ii) the FDA may require additional work related to the commercialmanufacturing process to be completed or may, in the course of the inspection of manufacturing facilities, identify issues tobe resolved.

InAugust 2016, we received approval of our NDA from Administracion Nacional de Medicamentos, Alimentos y Tecnologia Medica, or ANMAT,for commercial sale of rintatolimod (U.S. tradename: 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. We believe, but cannot assure, that this approvalprovides a platform for potential sales in certain countries within the European Union under regulations that support cross-borderpharmaceutical sales of licensed drugs. In Europe, approval in a country with a stringent regulatory process in place, such asArgentina, should add further validation for the product as the Early Access Program, or EAP, as discussed below and underwayin Europe in pancreatic cancer. ANMAT approval is only an initial, but important, step in the overall successful commercializationof our product. There are a number of actions that must occur before we could be able to commence commercial sales in Argentina.Commercialization in Argentina will require an appropriate reimbursement level, appropriate marketing strategies, and the FDA’sauthorization to ship product from the U.S. to Argentina. Approval of rintatolimod for severe CFS in the Argentine Republicdoes not in any way suggest that the Ampligen NDA in the United States or any comparable application filed in the European Unionor elsewhere will obtain commercial approval.

InMay 2016, we entered into a five-year agreement with myTomorrows, a Netherlands based company, for the commencement and managementof an EAP in Europe and Turkey related to CFS. Pursuant to the agreement, myTomorrows, as our exclusive service provider and distributorin this territory, is performing EAP activities. In January 2017, the EAP was extended to pancreatic cancer patients beginningin the Netherlands. In February 2018, we signed an amendment to extend the territory to cover Canada to treat pancreatic cancerpatients, pending government approval. In March 2018, we signed an amendment to which myTomorrows will be our exclusive serviceprovider for special access activities in Canada for the supply of Ampligen for the treatment of CFS. No assurance can be giventhat we can sufficiently supply product should we experience an unexpected demand for Ampligen in our clinical studies, the commerciallaunch in Argentina or pursuant to the EAPs. No assurance can be given that Ampligen will prove effective in the treatment ofpancreatic cancer.

Currently,five Ampligen clinical trials are open for enrollment. All five of the trials are at university cancer centers testing whethertumor microenvironments can be reprogrammed to increase the effectiveness of cancer immunotherapy, including checkpoint blockade.Three are at Roswell Park Comprehensive Cancer Center and the other two are at the University of Pittsburgh Medical Center. Noassurance can be given as to the results of these underway trials. Six additional cancer trials in collaboration with UniversityMedical/Cancer Research Centers are in various pre-enrollment stages. These six trials are using Ampligen plus checkpoint blockadeor chemokine modulation. No assurance can be given as to whether some or all of the planned additional oncology clinical trialswill occur and they are subject to many factors including lack of regulatory approval(s), lack of study drug, or a change in prioritiesat the sponsoring Universities or Cancer Centers. Even if these additional clinical trials are initiated, we cannot assure thatthese clinical studies or the four studies underway will be successful or yield any useful data.

Ouroverall objectives include plans to continue seeking approval for commercialization of Ampligen in the United States and abroadas well as seeking to broaden commercial therapeutic indications for Alferon N Injection presently approved in the United Statesand Argentina. We continue to pursue senior co-development partners with the capital and expertise needed to commercialize ourproducts and to enter into arrangements with them on commercially reasonable terms. Our ability to commercialize our products,widen commercial therapeutic indications of Alferon N Injection and/or capitalize on our collaborations with research laboratoriesto examine our products are subject to a number of significant risks and uncertainties including, but not limited to our abilityto enter into more definitive agreements with some of the research laboratories and others that we are collaborating with, tofund and conduct additional testing and studies, whether or not such testing is successful or requires additional testing andmeets the requirements of the FDA and comparable foreign regulatory agencies. We do not know when, if ever, our products willbe generally available for commercial sale for any indication.

Weoutsource certain components of our manufacturing, quality control, marketing and distribution while maintaining control overthe entire process through our quality assurance and regulatory groups. We cannot provide any guarantee that the facility or ourcontract manufacturer will necessarily pass an FDA pre-approval inspection for Alferon manufacture.

Theproduction of new Alferon Active Pharmaceutical Ingredient, or API, inventory will begin once the validation phase is complete.While the facility has already been approved by the FDA under the Biological License Application, or BLA, for Alferon, this statuswill need to be reaffirmed by a successful Pre-Approval Inspection by the FDA prior to commercial sale of newly produced inventoryproduct. If and when the Company obtains a reaffirmation of FDA BLA status and has begun production of new Alferon API, it willneed FDA approval as to the quality and stability of the final product before commercial sales can resume. We will need additionalfunds to finance the revalidation process in our facility to initiate commercial manufacturing, thereby readying ourselves foran FDA Pre-Approval Inspection. If we are unable to gain the necessary FDA approvals related to the manufacturing process and/orfinal product of new Alferon inventory, our operations most likely will be materially and/or adversely affected. In light of thesecontingencies, there can be no assurances that the approved Alferon N Injection product will be returned to production on a timelybasis, if at all, or that if and when it is again made commercially available, it will return to prior sales levels. In addition,we are currently manufacturing polymers in our New Brunswick facility to be used for the production of Ampligen to satisfy ourfuture needs. While we anticipate that we will continue to manufacturing polymers at the New Brunswick facility, we may need additionalfunding. There cannot be any guarantee that we will obtain adequate funds to sustain manufacturing at the New Brunswick facilityor that the facility will be able to manufacture sufficient lots for the commercial launch of Ampligen. We believe, and are investigating,Ampligen’s potential role in enhancing the activity of influenza vaccines. While certain studies involving rodents, non-humanprimates (monkeys) and healthy human subjects indicate that Ampligen may enhance the activity of influenza vaccines by conferringincreased cross-reactivity or cross-protection, further studies will be required and no assurance can be given that Ampligen willassist in the development of a universal vaccine for influenza or other viruses.

Becauseforward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantifiedand some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events.The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results coulddiffer materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. Newrisk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factorsand uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statementscontained or incorporated herein, whether as a result of any new information, future events, changed circumstances or otherwise.You should not place undue reliance on these forward-looking statements, which reflect our view only as of the date of this prospectus.

Thisprospectus, including the information incorporated by reference, also refers to estimates and other statistical data made by independentparties and by us relating to market size and growth and other data about our industry. This data involves a number of assumptionsand limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions and estimatesof our future performance and the future performance of the markets in which we operate are necessarily subject to a high degreeof uncertainty and risk.

USEOF PROCEEDS

Weestimate that the net proceeds from our issuance and sale of our common stock and pre-funded warrants, and accompanying warrants,in this offering will be approximately $              , or approximately $               if the Underwriter exercises its option to purchaseadditional shares of common stock and/or warrants in full, after deducting the underwriting discounts and commissions and estimatedoffering expenses payable by us and assuming a public offering price of $         per share, which is the last reported sale priceof our common stock on the NYSE American on        , 2019.

Weintend to use the net proceeds from this offering, along with our available cash and cash equivalents, for the manufacturing ofAmpligen, ongoing clinical trials and general administrative and operational expenses associated with our ongoing activities.

Wealso may use a portion of the net proceeds to pay down debt under our September 2018 secured promissory note with Iliad Researchand Trading, L.P., or the “Iliad Note”. Pursuant to the Iliad Note, as of September 4, 2019, there was $2,143,670in principal and accrued interest owing. The Iliad Note bears interest at 10%, per annum and is due on September 28, 2020. Weused the net proceeds from this note for manufacturing and operating capital.

Thisexpected use of net proceeds from this offering represents our intention based upon our current plans and business conditions,which could change in the future as our plans and business conditions evolve. As a result, our management will retain broad discretionover the allocation of the net proceeds from this offering. We have no current agreements, commitments or understandings for anymaterial acquisitions or licenses of any products, businesses or technologies.

DIVIDENDPOLICY

Wehave never declared or paid any cash dividends on our common stock and do not anticipate paying any in the foreseeable future.Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will dependon a number of factors, including future earnings, capital requirements, financial conditions, future prospects, contractual restrictionsand covenants and other factors that our board of directors may deem relevant.

CAPITALIZATION

Thefollowing table sets forth our cash and cash equivalents and capitalization as of June 30, 2019:

Ourcapitalization following the closing of this offering will be adjusted based on the actual public offering price and other termsof this offering determined at pricing. You should read this table together with the section of this prospectus titled “Useof Proceeds,” as well as our consolidated financial statements and the related notes and the sections titled “Management’sDiscussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report for the year ended December31, 2018 and our Quarterly Report for the six months ended June 30, 2019, each of which is incorporated by reference herein.

Theforegoing table is based on 2,525,187 shares outstanding as of September 3, 2019 and excludes:

DILUTION

Ifyou invest in our securities in this offering, your ownership interest will be diluted immediately to the extent of the differencebetween the public offering price per share of our common stock and pre-funded warrant and the as adjusted net tangible book valueper share of our common stock after this offering.

Ourhistorical net tangible book as of June 30, 2019 was $5,486,000 or $2.48 per share of our common stock. Historical net tangiblebook per share represents the amount of our total tangible assets less total liabilities, divided by the number of shares of ourcommon stock outstanding as of June 30, 2019.

Aftergiving effect to the issuance and sale of              shares of our common stock in this offering at an assumed public offering price of $             per share, which is the last reported sale price of our common stock on the NYSE American on           , 2019, and the accompanying warrantsat a purchase price of $0.001 per warrant, and after deducting the estimated underwriting discounts and commissions and estimatedoffering expenses payable by us, and assuming no sale of pre-funded warrants in the offering and excluding the proceeds, if any,from the exercise of the warrants and pre-funded warrant, our as adjusted net tangible book value as of June 30, 2019 would havebeen $              or $              per share. This represents an immediate increase in net tangible book value per share of $              to existing stockholdersand immediate dilution of $              per share to new investors purchasing securities in this offering. Dilution per share to new investorsis determined by subtracting as adjusted net tangible book value per share after this offering from the public offering priceper share paid by new investors. The following table illustrates this dilution on a per share basis:

Each$1.00 increase (decrease) in  the assumed public offering price of $          per share, which is the last reported sale price ofour common stock on the NYSE American on           , 2019 would increase (decrease) our as adjusted net tangible book value per share afterthis offering by approximately $          , respectively, assuming the number of shares of common stock offered by us, as set forth onthe cover page of this prospectus, remains the same, and assuming no pre-funded warrants are sold and excluding the proceeds,if any, from the exercise of the warrants and pre-funded warrants, after deducting the estimated underwriting discounts and commissionsand estimated offering expenses payable by us. We may also increase or decrease the number of shares of common stock to be issuedin this offering. Each increase or decrease of 1.0 million shares offered by us would increase or decrease our as adjusted nettangible book value per share by $           , assuming that the assumed public offering price remains the same, and assuming that no pre-fundedwarrants are sold and excluding the proceeds, if any, from the exercise of the warrants and pre-funded warrants, after deductingthe estimated underwriting discounts and commissions and estimated offering expenses payable by us. If any pre-funded warrantsare sold in the offering, the number of shares used to calculate the as adjusted net tangible book value will be decreased ona one-for-one basis and the as adjusted net tangible book value will be decreased by $0.001 per pre-funded warrant sold. The informationdiscussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offeringas determined between us and the Underwriter at pricing.

Theforegoing tables and calculations are based on 2,525,187 shares outstanding as of September 3, 2019, and excludes:

DESCRIPTIONOF CAPITAL STOCK

General

Thefollowing is a summary of the rights of our common stock and outstanding warrants and related provisions of our Certificate ofIncorporation and Bylaws. For more detailed information, please see our Certificate of Incorporation and Bylaws.

Allshare and per share numbers in this prospectus have been adjusted to reflect the one-for-44 reverse stock split of our issuedand outstanding shares of common stock effected on June 10, 2019.

CommonStock

Thissection describes the general terms and provisions of the shares of our common stock, $0.001 par value. We have 350,000,000 sharesof authorized common stock.

Asof September 3, 2019, there were:

VotingRights

Holdersof our common stock are entitled to one vote per share in the election of directors and on all other matters on which stockholdersare entitled or permitted to vote. Holders of our common stock are not entitled to cumulative voting rights.

DividendRights

Subjectto the terms of any then outstanding series of preferred stock, the holders of our common stock are entitled to dividends in theamounts and at times as may be declared by our board of directors out of funds legally available therefor.

LiquidationRights

Uponliquidation or dissolution, holders of our common stock are entitled to share ratably in all net assets available, if any, fordistribution to stockholders after we have paid, or provided for payment of, all of our debts and liabilities, and after paymentof any liquidation preferences to holders of any then outstanding shares of preferred stock.

OtherMatters

Holdersof our common stock have no redemption, conversion or preemptive rights. There are no sinking fund provisions applicable to ourcommon stock. The rights, preferences and privileges of the holders of our common stock are subject to the rights of the holdersof shares of any series of preferred stock that we may issue in the future.

Allof our outstanding shares of common stock are fully paid and nonassessable.

Ourcommon stock is listed on the NYSE American under the symbol “AIM.”

PreferredStock

Thissection describes the general terms and provisions of the shares of our Preferred Stock, $0.01 par value. We have 5,000,000 sharesof authorized preferred stock. Our board of directors is authorized to designate different classes of preferred stock by filinga certificate of designation with the Secretary of State of Delaware. The certificate of designation may be authorized by ourboard of directors without approval by our stockholders.

SeriesB Convertible Preferred Stock

Conversion.Each share of Series B Convertible Stock is convertible at our option at any time on or after March 8, 2020 or at the optionof the holder at any time, into the number of shares of our common stock determined by dividing the $1,000 stated value per shareof the Series B Convertible Stock by a conversion price of $8.80 per share. In addition, the conversion price per share is subjectto adjustment for stock dividends, distributions, subdivisions, combinations or reclassifications. Subject to limited exceptions,a holder of the Series B Convertible Stock will not have the right to convert any portion of the Series B Convertible Stock tothe extent that, after giving effect to the conversion, the holder, together with its affiliates, would beneficially own in excessof 4.99% of the number of shares of our common stock outstanding immediately after giving effect to its conversion.

FundamentalTransactions. In the event we effect certain mergers, consolidations, sales of substantially all of our assets, tender orexchange offers, reclassifications or share exchanges in which our common stock is effectively converted into or exchanged forother securities, cash or property, we consummate a business combination in which another person acquires 50% of the outstandingshares of our common stock, or any person or group becomes the beneficial owner of 50% of the aggregate ordinary voting powerrepresented by our issued and outstanding common stock, then, upon any subsequent conversion of the Series B Convertible Stock,the holders of the Series B Convertible Stock will have the right to receive any shares of the acquiring corporation or otherconsideration it would have been entitled to receive if it had been a holder of the number of shares of common stock then issuableupon conversion in full of the Series B Convertible Stock.

Dividends.Holders of Series B Convertible Stock shall be entitled to receive dividends (on an as-if-converted-to-common-stock basis)in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares ofcommon stock.

VotingRights. Except as otherwise provided in the certificate of designation or as otherwise required by law, the Series B ConvertibleStock has no voting rights.

LiquidationPreference. Upon our liquidation, dissolution or winding-up, whether voluntary or involuntary, holders of Series BConvertible Stock will be entitled to receive out of our assets, whether capital or surplus, the same amount that a holder ofcommon stock would receive if the Series B Convertible Stock were fully converted (disregarding for such purpose any conversionlimitations under the certificate of designation) to common stock, which amounts shall be paid pari passu with all holders ofcommon stock.

RedemptionRights. We are not obligated to redeem or repurchase any shares of Series B Convertible Stock. Shares of Series B ConvertibleStock are not otherwise entitled to any redemption rights, or mandatory sinking fund or analogous provisions.

SeriesA Junior Participating Preferred Stock.

OnNovember 19, 2002, our board of directors declared a dividend distribution of one Right (a “Right”) for each outstandingshare of Common Stock to stockholders of record at the close of business on November 29, 2002. On November 14, 2017, at the directionof our board of directors, we amended and restated our Rights Agreement with American Stock Transfer & Trust Company, LLC,as amended and restated, or the Rights Agreement. Each Right entitles the registered holder to purchase from us a unit consistingof one one-hundredth of a share, or a Unit, of Series A Junior Participating Preferred Stock, par value $0.01 per share, or theSeries A Preferred Stock, at a Purchase Price of $21.00 per Unit, subject to adjustment. The description and terms of the Rightsare set forth in the Rights Agreement. The foregoing description of the Rights and the Rights Agreement are qualified in theirentire by reference to the disclosure in our Registration Statement on Form 8-A12B (No. 0-27072) and the Rights Agreement filedtherewith, filed with the SEC on November 14, 2017, with such filing and exhibit being herein incorporated by reference.

StockIncentive Plan

The2018 Equity Incentive Plan, effective September 12, 2018, authorizes the grant of (i) Incentive Stock Options, (ii) NonstatutoryStock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) PerformanceStock Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards. Initially, a maximum of 159,091 shares of common stockis reserved for potential issuance pursuant to awards under the 2018 Equity Incentive Plan. Unless sooner terminated, the 2018Equity Incentive Plan will continue in effect for a period of 10 years from its effective date. As of September 3, 2019, 317,653shares of common stock and options to purchase 371,653 shares of common stock have been issued under this plan.

PossibleAnti-Takeover Effects of Delaware Law, our Certificate of Incorporation and Bylaws, and Stockholder Rights Plan

Theprovisions of Delaware law, our certificate of incorporation and our bylaws and our Stockholder Rights Plan described below mayhave the effect of delaying, deferring or discouraging another party from acquiring control of us.

Section203 of the Delaware General Corporation Law

Weare subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in anybusiness combination with any interested stockholder for a period of three years after the date that such stockholder became aninterested stockholder, with the following exceptions:

Ingeneral, Section 203 defines business combination to include the following:

Ingeneral, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’saffiliates and associates, beneficially owns, or within three years before the time of determination of interested stockholderstatus did own, 15% or more of the outstanding voting stock of the corporation.

Certificateof Incorporation and Bylaws

Ourcertificate of incorporation and/or bylaws provide that:

StockholderRights Plan

Asdiscussed above in “Description of Capital Stocks - Series A Junior Participating Preferred Stock” we have a StockholderRights Plan which could dilute the stock ownership of a potential hostile acquirer to prevent an acquisition that our board ofdirectors does not approve.

PotentialEffects of Authorized but Unissued Stock

Wehave shares of common stock and preferred stock available for future issuance without stockholder approval. We may utilize theseadditional shares for a variety of corporate purposes, including future public offerings to raise additional capital, to facilitatecorporate acquisitions or payment as a dividend on the capital stock.

Theexistence of unissued and unreserved common stock and preferred stock may enable our board of directors to issue shares to personsfriendly to current management or to issue preferred stock with terms that could render more difficult or discourage a third-partyattempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuityof our management. In addition, our board of directors has the discretion to determine designations, rights, preferences, privilegesand restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferencesof each series of preferred stock, all to the fullest extent permissible under the Delaware General Corporation Law and subjectto any limitations set forth in our certificate of incorporation. The purpose of authorizing our board of directors to issue preferredstock and to determine the rights and preferences applicable to such preferred stock is to eliminate delays associated with astockholder vote on specific issuances. The issuance of preferred stock, while providing desirable flexibility in connection withpossible financings, acquisitions and other corporate purposes, could have the effect of making it more difficult for a third-partyto acquire, or could discourage a third-party from acquiring, a majority of our outstanding voting stock.

TransferAgent and Warrant Agent

Thetransfer agent and registrar for our common stock and the warrant agent for the warrants is American Stock Transfer & TrustCompany, LLC.

DESCRIPTIONOF SECURITIES WE ARE OFFERING

Weare offering            shares of our common stock and/or pre-funded warrants to purchase up to            shares of our common stock and warrants topurchase up to            shares of our common stock. The shares of common stock and the pre-funded warrants will be issued separately. Weare also registering the shares of common stock issuable from time to time upon exercise of the pre-funded warrants and the warrantsoffered hereby.

CommonStock

Thematerial terms and provisions of our common stock and each other class of securities which qualifies or limits our common stockare described under the caption “Description of Capital Stock” in this prospectus.

Pre-FundedWarrants

Thefollowing summary of certain terms and provisions of pre-funded warrants that are being offered hereby is not complete and issubject to, and qualified in its entirety by, the provisions of the pre-funded warrant, the form of which is filed as an exhibitto the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms andprovisions of the form of pre-funded warrant for a complete description of the terms and conditions of the pre-funded warrants.

Durationand Exercise Price

Eachpre-funded warrant offered hereby will have an initial exercise price per share equal to $0.001. The pre-funded warrants willbe immediately exercisable and may be exercised at any time until the pre-funded warrants are exercised in full. The exerciseprice and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends,stock splits, reorganizations or similar events affecting our common stock and the exercise price.

Exercisability

Thepre-funded warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executedexercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (exceptin the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion ofthe pre-funded warrant to the extent that the holder would own more than 4.99% or 9.99% at the election of the holder prior toissuance of the outstanding common stock immediately after exercise, except that upon at least 61 days’ prior notice fromthe holder to us, the holder may increase or decrease the amount of ownership of outstanding stock after exercising the holder’spre-funded warrants, but not above 9.99%. No fractional shares of common stock will be issued in connection with the exerciseof a pre-funded warrant. In lieu of fractional shares, we shall, at our election, either pay a cash adjustment in respect of suchfinal fraction in an amount equal to such fraction multiplied by the exercise price or round up to the next whole share.

CashlessExercise

Ifa registration statement registering the issuance of the shares of common stock underlying the pre-funded warrants under the SecuritiesAct is not effective or no current prospectus is available then the pre-funded warrant may only be exercised, in whole or in part,through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stockdetermined according to the formula set forth in the pre-funded warrant. No fractional shares of common stock will be issued inconnection with the exercise of a pre-funded warrant. In lieu of fractional shares, we shall, at our election, either pay a cashadjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price or round upto the next whole share.

FundamentalTransaction

Inthe event of a fundamental transaction, as described in the pre-funded warrants and generally including any reorganization, recapitalizationor reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our propertiesor assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding commonstock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common stock,the holders of the pre-funded warrants will be entitled to receive upon exercise of the pre-funded warrants the kind and amountof securities, cash or other property that the holders would have received had they exercised the pre-funded warrants immediatelyprior to such fundamental transaction.

Transferability

Subjectto applicable laws, a pre-funded warrant may be transferred at the option of the holder upon surrender of the pre-funded warrantto us together with the appropriate instruments of transfer.

ExchangeListing

Wedo not intend to list the pre-funded warrants on any securities exchange or nationally recognized trading system.

Rightsas a Stockholder

Exceptas otherwise provided in the pre-funded warrants or by virtue of such holder’s ownership of shares of our common stock,the holders of the pre-funded warrants do not have the rights or privileges of holders of our common stock, including any votingrights, until they exercise their pre-funded warrants. The pre-funded warrants provide that holders thereof are entitled to participatein certain distributions by us to our common stock holders to the same extent that such pre-funded warrant holders would haveparticipated therein if they had held the number of shares of common stock acquirable upon exercise of such warrants.

Choiceof Forum Provision

Thepre-funded warrants provide that the state and federal courts sitting in the City of New York, Borough of Manhattan will be theexclusive jurisdiction for any legal proceeding concerning the interpretation, enforcement and defense of the transactions contemplatedby the pre-funded warrant. It is possible that a court could find this type of provision to be inapplicable or unenforceable.

Warrants

Thefollowing summary of certain terms and provisions of warrants that are being offered hereby is not complete and is subject to,and qualified in its entirety by, the provisions of the warrant, the form of which is filed as an exhibit to the registrationstatement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of theform of warrant for a complete description of the terms and conditions of the warrants.

Durationand Exercise Price

Eachwarrant will be exercisable at any time after their original issuance and will expire on the fifth anniversary of the originalissuance date. The exercise price per whole share of our common stock purchasable upon the exercise of the warrants is 110% ofthe public offering price of the common stock. The exercise price and number of shares of common stock issuable upon exerciseis subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affectingour common stock and the exercise price. A warrant to purchase 0.5 of a share of our common stock will be issued for every oneshare of common stock or pre-funded warrant purchased in this offering.

Exercisability

Eachwarrant will be exercisable at any time after their original issuance and will expire on the fifth anniversary of the originalissuance date. The warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a dulyexecuted exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise(except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portionof the warrant to the extent that the holder would own more than 4.99% % or 9.99% at the election of the holder prior to issuanceof the outstanding common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holderto us, the holder may increase or decrease the amount of ownership of outstanding stock after exercising the holder’s warrants,but not above 9.99%. No fractional shares of common stock will be issued in connection with the exercise of a warrant. In lieuof fractional shares, we shall, at our election, either pay a cash adjustment in respect of such final fraction in an amount equalto such fraction multiplied by the exercise price or round up to the next whole share.

CashlessExercise

Ifa registration statement registering the issuance of the shares of common stock underlying the warrants under the Securities Actis not effective or no current prospectus is available then the warrant may only be exercised, in whole or in part, through acashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determinedaccording to the formula set forth in the warrant. No fractional shares of common stock will be issued in connection with theexercise of a warrant. In lieu of fractional shares, we shall, at our election, either pay a cash adjustment in respect of suchfinal fraction in an amount equal to such fraction multiplied by the exercise price or round up to the next whole share.

FundamentalTransaction

Inthe event of a fundamental transaction, as described in the warrants and generally including any reorganization, recapitalizationor reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our propertiesor assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding commonstock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common stock,the holders of the warrants will be entitled to receive upon exercise of the warrants the kind and amount of securities, cashor other property that the holders would have received had they exercised the warrants immediately prior to such fundamental transaction.

Transferability

Subjectto applicable laws, a warrant may be transferred at the option of the holder upon surrender of the warrant to us together withthe appropriate instruments of transfer. The warrants will be issued separately from the common stock and pre-funded warrants,and may be transferred separately immediately thereafter.

ExchangeListing

Wedo not intend to list the warrants on any securities exchange or nationally recognized trading system.

Rightsas a Stockholder

Exceptas otherwise provided in the warrants or by virtue of such holder’s ownership of shares of our common stock, the holdersof the warrants do not have the rights or privileges of holders of our common stock, including any voting rights, until they exercisetheir warrants. The warrants provide that holders thereof are entitled to participate in certain distributions by us to our commonstock holders to the same extent that such warrant holders would have participated therein if they had held the number of sharesof common stock acquirable upon exercise of such warrants.

Choiceof Forum Provision

Thewarrants provide that the state and federal courts sitting in the City of New York, Borough of Manhattan will be the exclusivejurisdiction for any legal proceeding concerning the interpretation, enforcement and defense of the transactions contemplatedby the warrant. It is possible that a court could find this type of provision to be inapplicable or unenforceable.

U.S. Tax Consequences

Inthe event of an adjustment (or nonoccurrence of an adjustment) to the exercise price or the number of shares or other considerationfor which a warrant or pre-funded warrants may be exercised, the holders of the warrants or pre-funded warrants may, in certaincircumstances, be deemed to have received a distribution subject to U.S. federal income tax as a dividend. See “MaterialU.S. Federal Income Tax Consequences.” Because this deemed income would not give rise to any cash from which any applicablewithholding tax could be satisfied, if withholding taxes (including backup withholding taxes) are paid on behalf of a holder,those withholding taxes may be set off against any cash or shares received pursuant to the warrants or pre-funded warrants (or,in some circumstances, against any payments on the shares).

MATERIALU.S. FEDERAL INCOME TAX CONSEQUENCES

Thefollowing discussion is a summary of the material U.S. federal income tax consequences of the purchase, ownership and dispositionof the shares of common stock and pre-funded warrants and accompanying warrants or components thereof, which we refer to collectivelyas the Securities, issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax effects.The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or foreign tax lawsare not discussed. This discussion is based on the Internal Revenue Code of 1986, as amended, or the Code, Treasury Regulationspromulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal RevenueService, or IRS, in effect as of the date of this offering. 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 theSecurities. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can beno assurance the IRS or a court will not take a contrary position regarding the tax consequences of the purchase, ownership anddisposition of the Securities.

Thisdiscussion is limited to holders that hold the Securities as a “capital asset” within the meaning of Section 1221of the Code (property held for investment). This discussion does not address all U.S. federal income tax consequences relevantto a holder’s particular circumstances, including the impact of the alternative minimum tax or the unearned income Medicarecontribution tax. In addition, it does not address consequences relevant to holders subject to particular rules, including, withoutlimitation:

Ifa partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds the Securities, the tax treatmentof a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinationsmade at the partner level. Accordingly, partnerships holding the Securities and the partners in such partnerships should consulttheir tax advisors regarding the U.S. federal income tax consequences to them.

THISDISCUSSION IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED AS LEGAL OR TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORSWITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCESOF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE SECURITIES ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THELAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Allocationof Purchase Price

Eachshare of common stock or pre-funded warrant, as applicable, and accompanying warrant will be treated for U.S. federal income taxpurposes as an investment unit consisting of one share of our common stock or pre-funded warrant, as applicable, and a warrantto purchase a share of our common stock. In determining their tax basis for the common stock or pre-funded warrant and warrantconstituting a unit, holders of Securities should allocate their purchase price for the unit between the common stock or pre-fundedwarrant, as applicable, and the warrant on the basis of their relative fair market values at the time of issuance. The Companydoes not intend to advise holders of the Securities with respect to this determination, and holders of the Securities are advisedto consult their tax and financial advisors with respect to the relative fair market values of the common stock or pre-fundedwarrant, as applicable, and the warrants for U.S. federal income tax purposes.

Treatmentof Pre-funded Warrants

Althoughnot free from doubt, a pre-funded warrant should be treated as a share of our common stock for U.S. federal income tax purposes,and a holder of pre-funded warrants should generally be taxed in the same manner as a holder of common stock, as described below.Accordingly, no gain or loss should be recognized (other than with respect to cash paid in lieu of a fractional share) upon theexercise of a pre-funded warrant (except in the case of a cashless exercise, the treatment of which for U.S. federal income taxpurposes is not clear) and, upon exercise, the holding period of a pre-funded warrant should carry over to the share of commonstock received. Similarly, the tax basis of the pre-funded warrant should carry over to the share of common stock received uponexercise, increased by the exercise price of $0.001. The discussion below assumes the characterization described above is respectedfor U.S. federal income tax purposes. Holders should consult their tax advisors regarding the risks associated with the acquisitionof pre-funded warrants pursuant to this offering (including alternative characterizations).

TaxConsiderations Applicable to U.S. Holders

Definitionof a U.S. Holder

Forpurposes of this discussion, a “U.S. holder” is any beneficial owner of the Securities that, for U.S. federal incometax purposes, is:

Distributions

Asdescribed in the section entitled “Dividend Policy,” we do not anticipate declaring or paying dividends to holdersof our common stock or pre-funded warrants in the foreseeable future. However, if we do make distributions on our common stockor pre-funded warrants, such distributions of cash or property on our common stock will constitute dividends to the extent paidout of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. Dividends receivedby a corporate U.S. holder may be eligible for a dividends received deduction, subject to applicable limitations. Dividends receivedby certain non-corporate U.S. holders, including individuals, are generally taxed at the lower applicable capital gains rate providedcertain holding period and other requirements are satisfied. Distributions in excess of our current and accumulated earnings andprofits will constitute a return of capital and first be applied against and reduce a U.S. holder’s adjusted tax basis inits common stock, but not below zero.

Anyexcess will be treated as capital gain and will be treated as described below in the section relating to the sale or dispositionof our common stock or pre-funded warrants, as applicable.

Although not free from doubt, if we makeany distributions of cash or property to holder of our warrants, such distributions should be taxable as ordinary income.

Saleor Other Taxable Disposition of Common Stock or Pre-funded Warrants

Uponthe sale, exchange or other taxable disposition of the common stock or pre-funded warrants, a U.S. holder generally will recognizecapital gain or loss equal to the difference between (i) the amount of cash and the fair market value of any property receivedupon the sale, exchange or other taxable disposition and (ii) such U.S. holder’s adjusted tax basis in the common stockor pre-funded warrant. Such capital gain or loss will be long-term capital gain or loss if the U.S. holder’s holding periodin such common stock or pre-funded warrant is more than one year at the time of the sale, exchange or other taxable disposition.Long-term capital gains recognized by certain non-corporate U.S. holders, including individuals, generally will be subject toreduced rates of U.S. federal income tax. The deductibility of capital losses is subject to certain limitations.

Saleor Other Disposition, Exercise or Expiration of Warrants

Uponthe sale or other disposition of a warrant (other than by exercise), a U.S. holder will generally recognize capital gain or lossequal to the difference between the amount realized on the sale or other disposition and the U.S. holder’s tax basis inthe warrant. This capital gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period in suchwarrant is more than one year at the time of the sale or other disposition. The deductibility of capital losses is subject tocertain limitations.

Ingeneral, a U.S. holder will not be required to recognize income, gain or loss upon exercise of a warrant for its exercise price(except to the extent the U.S. holder receives a cash payment for a such fractional share that would otherwise have been issuableupon exercise of the warrant, which will be treated as a sale as described above under “Sale or Other Taxable Dispositionof Common Stock or Pre-funded Warrants”). A U.S. holder’s tax basis in a share of common stock received upon exerciseof warrants will be equal to the sum of (1) the U.S. holder’s tax basis in the warrants exchanged therefor and (2) the exerciseprice of such warrants. A U.S. holder’s holding period in the shares of common stock received upon exercise will commenceon the day after such U.S. holder exercises the warrants. Although there is no direct legal authority as to the U.S. federal incometax treatment of an exercise of a warrant on a cashless basis, we intend to take the position that such exercise will not be taxable,either because the exercise is not a gain realization event or because it qualifies as a tax-free recapitalization. In the formercase, the holding period of the shares of common stock received upon exercise of warrants should commence on the day after thewarrants are exercised. In the latter case, the holding period of the shares of common stock received upon exercise of warrantswould include the holding period of the exercised warrants. However, our position is not binding on the IRS, and the IRS may treata cashless exercise of a warrant as a taxable exchange. U.S. holders are urged to consult their tax advisors as to the consequencesof an exercise of a warrant on a cashless basis, including with respect to their holding period and tax basis in the common stockreceived.

Ifa warrant expires without being exercised, a U.S. holder will recognize a capital loss in an amount equal to such holder’stax basis in the warrant. Such loss will be long-term capital loss if, at the time of the expiration, the U.S. holder’sholding period in such warrant is more than one year. The deductibility of capital losses is subject to certain limitations.

ConstructiveDividends on Warrants or Pre-funded Warrants

Asdescribed in the section entitled “Dividend Policy,” we do not anticipate declaring or paying dividends to holdersof our common stock in the foreseeable future. However, if at any time during the period in which a U.S. holder holds warrants,the exercise price is adjusted in certain circumstances or other adjustments are made (or in certain circumstances, there is afailure to make adjustments), such adjustments may result in the deemed payment of a taxable dividend to a U.S. holder ofthe warrants to the extent of our earnings and profits, notwithstanding the fact that such holder will not receive a cash payment.In addition, a holder of a pre-funded warrant may, in some circumstances, be deemed to have received a distribution subjectto U.S. federal income tax as a result of an adjustment or the non-occurrence of an adjustment to the exercise price or numberof shares of common stock issuable upon exercise of the pre-funded warrant. U.S. holders should consult their tax advisors regardingthe proper treatment of any adjustments to the warrants and pre-funded warrants.

InformationReporting and Backup Withholding

AU.S. holder may be subject to information reporting and backup withholding when such holder receives payments on the common stockor pre-funded warrants or warrants (including constructive dividends) or receives proceeds from the sale or other taxable dispositionof common stock, pre-funded warrants, or warrants. Certain U.S. holders are exempt from backup withholding, including corporationsand certain tax-exempt organizations. A U.S. holder will be subject to backup withholding if such holder is not otherwise exemptand such holder:

Backupwithholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or acredit against a U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnishedto the IRS. U.S. holders should consult their tax advisors regarding their qualification for an exemption from backup withholdingand the procedures for obtaining such an exemption.

TaxConsiderations Applicable to Non-U.S. Holders

Forpurposes of this discussion, a “Non-U.S. holder” is a beneficial owner of the Securities that is neither a U.S. holdernor an entity treated as a partnership for U.S. federal income tax purposes.

Distributions

Asdescribed in the section entitled “Dividend Policy,” we do not anticipate declaring or paying dividends on our capitalstock. However, if we do make distributions on our common stock or pre-funded warrants, such distributions of cash or propertyon our common stock or pre-funded warrants will constitute dividends for U.S. federal income tax purposes to the extent paid fromour current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated asdividends for U.S. federal 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 common stock or pre-funded warrants, but not below zero. Any excess will be treated ascapital gain and will be treated as described below in the section relating to the sale or disposition of our common stock, pre-fundedwarrants or warrants. Because we may not know the extent to which a distribution is a dividend for U.S. federal income tax purposesat the time it is made, for purposes of the withholding rules discussed below we or the applicable withholding agent may treatthe entire distribution as a dividend.

Subjectto the discussion below on backup withholding and foreign accounts, dividends paid to a non-U.S. holder of our common stock orpre-funded warrants, and distributions paid to a non-U.S. holder of our warrants, in each case that are not effectivelyconnected with the non-U.S. holder’s conduct of a trade or business within the United States will be subject to U.S. federalwithholding tax at a rate of 30% of the gross amount of the dividends or distributions, as applicable (or such lowerrate specified by an applicable income tax treaty).

Non-U.S.holders will be entitled to a reduction in or an exemption from withholding on dividends ordistributions as a result of either (a) an applicable income tax treaty or (b) the non-U.S. holder holding our commonstock, pre-funded warrants or warrants in connection with the conduct of a trade or business within the United Statesand 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 (orother applicable documentation) claiming an exemption from or reduction of the withholding tax under the benefit of an incometax treaty between the United States and the country in which the non-U.S. holder resides or is established, or (b) IRS Form W-8ECIstating that the dividends or distributions are not subject to withholding tax because they are effectively connected withthe conduct by the non-U.S. holder of a trade or business within the United States, as may be applicable. These certificationsmust be provided to the applicable withholding agent prior to the payment of dividends or distributionsand must be updated periodically. Non-U.S. holders that do not timely provide the applicable withholding agent withthe required certification, but that qualify for a reduced rate under an applicable income tax treaty, may obtain a refund ofany excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

Ifdividends or distributions paid to a non-U.S. holder are effectively connected with the non-U.S. holder’s conductof a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintainsa permanent establishment in the United States to which such dividends or distributions are attributable), then, althoughexempt from U.S. federal withholding tax (provided the non-U.S. holder provides appropriate certification, as described above),the non-U.S. holder will be subject to U.S. federal income tax on such dividends or distributionson a net income basis at the regular graduated U.S. federal income tax rates. In addition, a non-U.S. holder that isa corporation may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income taxtreaty) on its effectively connected earnings and profits for the taxable year that are attributable to such dividends, as adjustedfor certain items. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under any applicableincome tax treaty.

Exerciseof Warrants or Pre-funded Warrants

Anon-U.S. holder generally will not be subject to U.S. federal income tax on the exercise of warrants into shares of common stockor pre-funded warrants. However, if a cashless exercise of warrants or pre-funded warrants results in a taxable exchange, as describedin “- Treatment of the Pre-funded Warrants” and “- Tax Considerations Applicable to U.S. holders - Sale or OtherDisposition, Exercise or Expiration of Warrants,” the rules described below under “Sale or Other Disposition of CommonStock, Pre-funded Warrants or Warrants” would apply.

Saleor Other Disposition of Common Stock, Pre-funded Warrants or Warrants

Subjectto the discussions below on backup withholding and foreign accounts, a non-U.S. holder will not be subject to U.S. federal incometax on any gain realized upon the sale or other disposition of our common stock, pre-funded warrants or warrants unless:

Gaindescribed in the first bullet point above will generally be subject to U.S. federal income tax on a net income basis at the regulargraduated U.S. federal income tax rates. A non-U.S. holder that is a foreign corporation also may be subject to a branch profitstax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, asadjusted for certain items.

Anon-U.S. holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or suchlower rate specified by an applicable income tax treaty) on any gain derived from the disposition, which may be offset by certainU.S. source capital losses of the non-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.

Withrespect to the third bullet point above, we believe we are not currently and do not anticipate becoming a USRPHC. Because thedetermination of whether we are a USRPHC depends on the fair market value of our USRPIs relative to the fair market value of ourother business assets and our non-U.S. real property interests, however, there can be no assurance we are not a USRPHC or willnot become one in the future.

Non-U.S.holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for differentrules.

ConstructiveDividends on Warrants or Pre-funded Warrants

Asdescribed in the section entitled “Dividend Policy,” we do not anticipate declaring or paying dividends on our capitalstock. However, if at any time during the period in which a non-U.S. holder holds warrants the exercise price is adjusted in certaincircumstances (or in certain circumstances, there is a failure to make adjustments), such adjustments may result in the deemedpayment of a taxable dividend to a non-U.S. holder of the warrants to the extent of ourearnings and profits, notwithstanding the fact that such holder will not receive a cash payment. A holder of pre-fundedwarrants can similarly be treated as receiving deemed payment of a taxable dividend under certain circumstances. Any resultingwithholding tax attributable to deemed dividends may be collected from other amounts payable or distributable to the non-U.S.holder. Non-U.S. holders should consult their tax advisors regarding the proper treatment of any adjustments (or absence of adjustments)to the warrants and pre-funded warrants.

InformationReporting and Backup Withholding

Subjectto the discussion below on foreign accounts, a non-U.S. holder will not be subject to backup withholding with respect todistributions on our common stock or pre-funded warrants or warrants we make to the non-U.S. holder (includingconstructive dividends with respect to warrants and pre-funded warrants), provided the applicable withholding agent does nothave actual knowledge or reason to know such holder is a United States person and the holder 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, informationreturns generally will be filed with the IRS in connection with any distributions (including deemed distributions) made onour common stock, pre-funded warrants and warrants to the non-U.S. holder, regardless of whether any tax was actuallywithheld. Copies of these information returns may also be made available under the provisions of a specific treaty oragreement to the tax authorities of the country in which the non-U.S. holder resides or is established.

Informationreporting and backup withholding may apply to the proceeds of a sale or other taxable disposition of our common stock, pre-fundedwarrants or warrants within the United States, and information reporting may (although backup withholding generally will not)apply to the proceeds of a sale or other taxable disposition of our common stock, pre-funded warrants or warrants outside theUnited States conducted through certain U.S.- related financial intermediaries, in each case, unless the beneficial owner certifiesunder penalty of perjury that it is a non-U.S. holder on IRS Form W-8BEN or W-8BEN-E, or other applicable form (and the payordoes not have actual knowledge or reason to know that the beneficial owner is a U.S. person) or such owner otherwise establishesan exemption. Proceeds of a disposition of our common stock, pre-funded warrants or warrants conducted through a non-U.S. officeof a non-U.S. broker generally will not be subject to backup withholding or information reporting.

Backupwithholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or acredit against a non-U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnishedto the IRS.

AdditionalWithholding Tax on Payments Made to Foreign Accounts

Withholdingtaxes may be imposed under the Foreign Account Tax Compliance Act, or FATCA, on certain types of payments made to non-U.S. financialinstitutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends (including deemeddividends) paid on our common stock, pre-funded warrants or on distributions paid on our warrants, or (subject to the proposedTreasury Regulations discussed below) gross proceeds from the sale or other disposition of our common stock, pre-funded warrantsor warrants paid to a “foreign financial institution” or a “non-financial foreign entity” (each as definedin the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financialforeign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) orfurnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution ornon-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institutionand is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Departmentof the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified UnitedStates persons” or “United States-owned foreign entities” (each as defined in the Code), annually report certaininformation about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certainother account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with theUnited States governing FATCA may be subject to different rules.

Underthe applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments ofdividends (including deemed dividends) or distributions that constitute “fixed ordeterminable annual or periodical gains, profits and income”. Because we may not know the extent to which adistribution is a dividend for U.S. federal income tax purposes at the time it is made, for purposes of these withholdingrules we or the applicable withholding agent may treat the entire distribution as a dividend. While withholding under FATCAwould have applied also to payments of gross proceeds from the sale or other disposition of our common stock, pre-fundedwarrants or warrants on or after January 1, 2019, recently proposed Treasury Regulations eliminate FATCA withholding onpayments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final TreasuryRegulations are issued. Prospective investors should consult their tax advisors regarding the potential application of thesewithholding provisions.

UNDERWRITING

Weand the Underwriter intend to enter into an underwriting agreement with respect to the shares of common stock, the purchase warrantsand pre-funded warrants. Subject to certain conditions, we have agreed to sell to the Underwriter, and the underwriter has agreedto purchase, the shares of common stock, the purchase warrants and pre-funded warrants indicated in the following table.

TheUnderwriter has agreed to purchase all the securities offered by us other than those covered by the over-allotment option to purchaseadditional securities described below, if it purchases any such securities. The obligations of the Underwriter may be terminatedupon the occurrence of certain events specified in the underwriting agreement. Furthermore, pursuant to the underwriting agreement,the Underwriter’s obligations are subject to customary conditions and representations and warranties contained in the underwritingagreement, such as receipt by the Underwriter of officers’ certificates and legal opinions.

TheUnderwriter is offering the securities, subject to prior sale, when, as and if issued to and accepted by it, subject to approvalof legal matters by the Underwriter’s counsel and other conditions specified in the underwriting agreement. The Underwriterreserves the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Over-AllotmentOption

Pursuantto the underwriting agreement, we have granted the Underwriter an option, exercisable for up to 45 days from the date of thisprospectus, to purchase up to an additional shares of common stock and/or warrants on the same terms as the other securities beingpurchased by the underwriter from us. The Underwriter may exercise the option solely to cover over-allotments. If the over-allotmentoption to purchase additional shares of common stock (excluding warrants) is exercised in full, the total public offering price,underwriting compensation (including discounts, but not including any other compensation described hereunder) and proceeds tous before offering expenses will be approximately $ million, $ million and $ million, respectively, and excluding the proceeds,if any, from the exercise of the pre-funded warrants.

Indemnification

Wehave agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act and liabilitiesarising from breaches of representations and warranties contained in the underwriting agreement, or to contribute to paymentsthat the underwriter may be required to make in respect of those liabilities.

UnderwriterCompensation

Wehave agreed to sell the securities to the underwriter at the offering price of$           per share of common stock and the accompanying warrant, or perpre-funded warrant and the accompanying warrant, as applicable, which represents the offering price of such securities setforth on the cover page of this prospectus, less the applicable 7% underwriting discount.

Wehave also agreed to pay a non-accountable expense allowance to the underwriter equal to $50,000. In addition, we have agreed toreimburse the Underwriter for accountable legal expenses incurred by it in connection with this transaction in the amount of $75,000.We estimate that the total expenses of the offering payable by us, excluding the total underwriting discount, will be approximately$        .

Thefollowing table summarizes the underwriting discount we will pay to the Underwriter. These amounts are shown assuming both noexercise and full exercise of the over-allotment option.

Underwriter’sWarrant

Uponclosing of this offering, we will issue to A.G.P. a compensation warrant entitling A.G.P. or its designees to purchase a numberof shares of our common stock equal to up to 3% of the aggregate number of the shares of common stock that we issue in this offering,subject to any reductions necessary to comply with the rules and regulations of the Financial Industry Regulatory Authority, Inc.This warrant will be exercisable at any time and from time to time, in whole or in part, during the four year period commencingone year from the effective date of the registration statement of which this prospectus forms a part. The warrant will providefor registration rights for the shares underlying the warrant, including a one-time demand registration right and unlimited piggybackrights, as well as contain customary anti-dilution provisions.

Lock-UpAgreements

Inconnection with this offering, we, along with our directors and executive officers have agreed with the Underwriter that for a90-day “lock-up” period, commencing from the date of this prospectus, subject to specified exceptions, without theprior written consent of the Underwriter, we and they will not offer, sell, pledge or otherwise dispose of these securities withoutthe prior written consent of the underwriter.

PriceStabilization

Therules of the SEC generally prohibit the Underwriter from trading in our securities on the open market during this offering. However,the Underwriter is allowed to engage in some open market transactions and other activities during this offering that may causethe market price of our securities to be above or below that which would otherwise prevail in the open market. These activitiesmay include stabilization, short sales and over-allotments, syndicate covering transactions and penalty bids.

Ifthe Underwriter commences these activities, it may discontinue them at any time without notice. The Underwriter will carry outany such transactions on the NYSE American.

Listing

Ourcommon stock is listed on the NYSE American under the symbol “AIM”.

ElectronicDistribution

Aprospectus in electronic format may be made available on websites or through other online services maintained by the Underwriterof this offering, or by its affiliates. Other than the prospectus in electronic format, the information on the Underwriter’swebsite and any information contained in any other website maintained by the Underwriter is not part of this prospectus or theregistration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the Underwriter inits capacity as an Underwriter.

OtherRelationships

TheUnderwriter and its affiliates may in the future engage in, investment banking and other commercial dealings in the ordinary courseof business with us or our affiliates. They may in the future receive, customary fees and commissions for these transactions.In the course of its businesses, the Underwriter and its affiliates may actively trade our securities or loans for its own accountor for the accounts of customers, and, accordingly, the Underwriter and its affiliates may at any time hold long or short positionsin such securities or loans.

Exceptfor services provided in connection with this offering, and except as set forth in this section, the underwriter has not providedany investment banking or other financial services during the 180-day period preceding the date of this prospectus and we do notexpect to retain the Underwriter to perform any investment banking or other financial services for at least 90 days after thedate of this prospectus.

Noticeto Investors in the United Kingdom

Inrelation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “RelevantMember State”) an offer to the public of any securities which are the subject of the offering contemplated by this prospectusmay not be made in that Relevant Member State except that an offer to the public in that Relevant Member State of any such securitiesmay be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that RelevantMember State:

Forthe purposes of this provision, the expression an “offer to the public” in relation to any of the securities in anyRelevant Member State means the communication in any form and by any means of sufficient information on the terms of the offerand any such securities to be offered so as to enable an investor to decide to purchase any such securities, as the same may bevaried in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression”Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant MemberState.

TheUnderwriter has represented, warranted and agreed that:

EuropeanEconomic Area

Inparticular, this document does not constitute an approved prospectus in accordance with European Commission’s Regulationon Prospectuses no. 809/2004 and no such prospectus is to be prepared and approved in connection with this offering. Accordingly,in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (being the Directiveof the European Parliament and of the Council 2003/71/EC and including any relevant implementing measure in each Relevant MemberState) (each, a Relevant Member State), with effect from and including the date on which the Prospectus Directive is implementedin that Relevant Member State (the Relevant Implementation Date) an offer of securities to the public may not be made in thatRelevant Member State prior to the publication of a prospectus in relation to such securities which has been approved by the competentauthority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competentauthority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect fromand including the Relevant Implementation Date, make an offer of securities to the public in that Relevant Member State at anytime:

Forthe purposes of this provision, the expression an “offer of securities to the public” in relation to any of the securitiesin any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of theoffer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as thesame may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State. For these purposesthe shares offered hereby are “securities.”

LEGALMATTERS

Thevalidity of the securities offered hereby is being passed upon for us by Silverman Shin & Byrne PLLC, New York, New York.Zysman, Aharoni, Gayer and Sullivan & Worcester LLP, New York, New York, is acting as counsel for the Underwriter in connectionwith this offering.

EXPERTS

Theconsolidated financial statements of the Company and its subsidiaries as of and for the year ended December 31, 2018, incorporatedin this Prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, havebeen audited by Morrison, Brown, Argiz & Farra, LLC, an independent registered public accounting firm, as stated in theirreport thereon, incorporated herein by reference, and have been incorporated in this Prospectus and Registration Statement inreliance upon such report and upon the authority of such firm as experts in accounting and auditing. The consolidated financialstatements of the Company and its subsidiaries as of and for the year ended December 31, 2017, incorporated in this Prospectusby reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, have been audited by RSMUS LLP, an independent registered public accounting firm, as stated in their report thereon, incorporated herein by reference,and have been incorporated in this Prospectus and Registration Statement in reliance upon such report and upon the authority ofsuch firm as experts in accounting and auditing.

WHEREYOU CAN FIND MORE INFORMATION

Weare a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. Wehave filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the offer and sale of oursecurities under this prospectus. This prospectus does not contain all of the information set forth in the registration statementand the exhibits to the registration statement. For further information with respect to us and the securities offered under thisprospectus, we refer you to the registration statement and the exhibits filed as a part of the registration statement. The SECalso maintains an internet site that contains reports, proxy and information statements and other information regarding issuersthat file electronically with the SEC, including the Company. The SEC’s internet site can be found at www.sec.gov. We maintaina website at www.aimimmuno.com. Information found on, or accessible through, our website is not a part of, and is not incorporatedinto, this prospectus, and you should not consider it part of this prospectus.

INCORPORATIONBY REFERENCE

TheSEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we candisclose important information to you by referring you to another document filed separately with the SEC. The information incorporatedby reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automaticallyupdate and supersede that information. Any statement contained in a previously filed document incorporated by reference will bedeemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectusmodifies or replaces that statement. Any statement contained in this prospectus or in a document incorporated or deemed to beincorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus tothe extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporatedby reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed,except as so modified or superseded, to constitute a part of this prospectus.

Weincorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c),14 or 15(d) of the Exchange Act between the date of this prospectus and the termination of the offering of the securities describedin this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listedbelow or filed in the future, that are not deemed “filed” with the SEC, including our Compensation Committee reportand performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuantto Item 9.01 of Form 8-K.

Thisprospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previouslybeen filed with the SEC:

Allreports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to thetermination of offerings under this prospectus, including all such documents we may file with the SEC after the date of the initialregistration statement of which this prospectus forms a part and prior to the effectiveness of the registration statement, butexcluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectusand deemed to be part of this prospectus from the date of the filing of such reports and documents.

Wewill provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon writtenor oral request, a copy of any or all documents that are incorporated by reference into this prospectus, but not delivered withthe prospectus, other than exhibits to such documents unless such exhibits are specifically incorporated by reference into thedocuments that this prospectus incorporates. You should direct written requests to: AIM ImmunoTech Inc., 2117 SW Highway 484,Ocala, FL 34473, Attn: Secretary, or you may call us at (352) 448-7797.

          Shares of Common Stock

Pre-FundedWarrants to Purchase Up to           Shares of Common Stock

Warrantsto Purchase            Shares of Common Stock

AIMIMMUNOTECH INC.

PROSPECTUS

A.G.P.

         ,2019

PARTII

INFORMATIONNOT REQUIRED IN PROSPECTUS

Thefollowing is a statement of estimated expenses in connection with the issuance and distribution of the securities being registered,excluding dealer-manager fees. All expenses incurred with respect to the registration of the common stock will be borne by us.All amounts are estimates except the SEC registration fee and the FINRA filing fee.

*To be provided by amendment.

ArticleEighth of our Amended and Restated Certificate of Incorporation provides that we shall indemnify to the extent permitted by Delawarelaw any person whom it may indemnify thereunder, including directors, officers, employees and agents. Such indemnification (otherthan an order by a court) shall be made by us only upon a determination that indemnification is proper in the circumstances becausethe individual met the applicable standard of conduct. Advances for such indemnification may be made pending such determination.In addition, the Registrant’s Amended and Restated Certificate of Incorporation eliminates, to the extent permitted by Delawarelaw, personal liability of directors to the Registrant and its stockholders for monetary damages for breach of fiduciary dutyas directors.

TheRegistrant’s authority to indemnify its directors and officers is governed by the provisions of Section 145 of the DelawareGeneral Corporation Law (the “DGCL”), as follows:

Pursuantto Section 102(b)(7) of the DGCL, Article Ninth of our amended and restated certificate of incorporation eliminates the liabilityof a director to us or our stockholders for monetary damages for such a breach of fiduciary duty as a director, except for liabilitiesarising:

Theforegoing discussion of our amended and restated certificate of incorporation and Delaware law is not intended to be exhaustiveand is qualified in its entirety by such certificate of incorporation or law. Insofar as the foregoing provisions permit indemnificationof directors, executive officers, or persons controlling us for liability arising under the Securities Act of 1933, as amended,or the Securities Act, we have been informed that, in the opinion of the SEC, such indemnification is against public policy asexpressed in the Securities Act and is therefore unenforceable.

Allshare and per share numbers in this Item 15 have been adjusted to reflect the one-for-44 reverse stock split of our issued andoutstanding shares of common stock effected on June 10, 2019.

Thefollowing sets forth information regarding all unregistered securities sold by us in the three years preceding the date of thisregistration statement. This information has been retroactively adjusted to reflect the reverse stock split for all periods presented:

OnSeptember 6, 2016, we entered into a Securities Purchase Agreement (the “September Purchase Agreement”) with certaininvestors for the sale by us of 75,758 shares of our common stock registered under our S-3 shelf registration statement on ata purchase price of $66.00 per share. Concurrently with the sale of the common stock, pursuant to the September Purchase Agreement,we also sold unregistered warrants to purchase 56,818 shares of common stock for aggregate gross proceeds of $5,000,000. Subjectto certain ownership limitations, the warrants are initially exercisable six-month after issuance at an exercise price equal to$88.00 per share of common stock, subject to adjustments as provided under the terms of the warrants. The warrants are exercisablefor five years from the initial exercise date. Pursuant to an engagement agreement, we paid our placement agent an aggregate feeequal to 7% of the gross proceeds received by us from the sale of the securities in the offering and granted to our placementagent or its designees warrants to purchase up to 5% of the aggregate number of shares sold in the transactions amounting to 3,788unregistered warrants. The placement agent warrants have substantially the same terms as the investor warrants, except that theplacement agent warrants will expire on September 1, 2021 and have an exercise price equal to $82.50 per share of common stock.

OnFebruary 1, 2017, we entered into Securities Purchase Agreements (each, a “February Purchase Agreement”) with certaininvestors for the sale by us of 41,322 shares of our common stock at a purchase price of $24.50 per share. Concurrently with thesale of the common stock, pursuant to the February Purchase Agreement, we also sold unregistered warrants to purchase 30,992 sharesof common stock for aggregate gross proceeds of approximately $1,000,000. The warrants have an exercise price of $33.00 per share,are exercisable six months after issuance, and will expire five years from the initial exercise date. Pursuant to an engagementagreement, we paid our placement agent an aggregate fee equal to 7% of the gross proceeds received by us from the sale of thesecurities in the offering and granted to our placement agent or its designees warrants to purchase up to 5% of the aggregatenumber of shares sold in the transactions amounting to 2,066 unregistered warrants. The placement agent warrants have substantiallythe same terms as the investor warrants, except that the placement agent warrants will expire on February 1, 2022 and have anexercise price equal to $30.25 per share of common stock. The Company subsequently registered the shares issuable upon exerciseof the warrants on form S-1.

Theboard of directors approved up to $500,000 for all directors, officers and employees to buy company shares from the Company atthe market price. As of November 5, 2018, the Company had issued all the authorized shares (22,282 shares) of its common stockat prices between $8.80 and $30.36 per share directly to executives and employees, for $ $373,852 in a series of private transactionspursuant to stock purchase agreements.

OnJune 11, 2019, the board of directors approved up to $500,000 for all directors, officers and employees to buy company sharesfrom the Company at the market price. As of June 28, 2019, the Company has issued 67,767 shares of its common stock at pricesbetween $4.03 and $4.37 for a total of $274,000. This plan expired August 19, 2019.

OnJune 1, 2017, the exercise price of Warrants issued in September 2016 was changed to $22.00. As a result, the warrant holdersexercised these Warrants and purchased 53,864 shares of Company common stock. The Company realized net proceeds of $1,055,000from this exercise. In conjunction with the foregoing, the Company also issued 53,864 series A warrants with an exercise priceof $26.40 per share, an initial exercise date of December 1, 2017 and expiring March 6, 2022 (the “Series A Warrants”)and 172,364 series B warrants with exercise price of $26.40, an initial exercise date December 1, 2017 per share and expiringMarch 1, 2018. The foregoing transactions are hereinafter referred to as the “Exchange Transaction”. In addition,on July 10, 2017, the warrant holders exercised the remaining 2,955 warrants issued in September 2016 and purchased 2,955 sharesof common stock. The Company realized net proceeds of $65,000 from this exercise. In conjunction with the foregoing the Companyissued 2,955 Series A Warrants and 9,455 Series B Warrants (with an exercise price of $26.40 and an initial exercise date January10, 2018 on the three-month anniversary of the of the initial exercise date).

Pursuantto an engagement agreement, the Company paid its placement agent an aggregate fee equal to 7% and 10.5%, respectively, of thegross proceeds received by the Company from the sale of the securities in the offerings and granted to its placement agent orits designees warrants to purchase up to 5% of the aggregate number of shares sold in the transactions amounting to 3,788 and2,449, respectively, unregistered warrants. The placement agent warrants have substantially the same terms as the investor warrants,except that the 3,788 placement agent warrants issued in September 2017 will expire September 1, 2021 and have an exercise priceequal to $82.50 per share of common stock and the 2,449 placement agent warrants issued in June 2017 will expire June 1, 2022and have an exercise price of $27,50.

OnAugust 23, 2017, the Holders of the Series A Warrants and Series B Warrants exchanged all of their Warrants for new warrants (respectively,the “Series A Exchange Warrants” and the “Series B Exchange Warrants” and, collectively, the “ExchangeWarrants”) identical to the Warrants except as follows: The exercise price of both Exchange Warrants is $19.80 per share,subject to adjustment therein, and the number of Series B Exchange Warrants issued was proportionately reduced to an aggregateof 63,637 warrants so that all Exchange Warrants in the Exchange Transaction do not exceed 19.9% of the number of the Company’sissued and outstanding shares of Common Stock as of May 31, 2017, the date of the Exchange Transaction offer letters. The issuanceof the Exchange Warrants by the Company and the shares of Common Stock issuable upon exercise of the Exchange Warrants is exemptfrom registration pursuant to Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).The 63,637 warrants with an expiration date of March 1, 2018 and an exercise price on $19.80 were exercised in January and February2018. The Company realized proceeds of $1,260,000 from these exercises.

OnNovember 27, 2017, the Company reactivated its equity distribution agreement with Maxim Group LLC (the “2012 EDA”)pursuantto which it could sell shares of its common stock from time to time through Maxim, as sales agent. During the period of December5, 2017 through July 17, 2019 (the termination date), the Company sold an aggregate of 67,506 shares under the EDA for proceedsof $1,065,000 net of $33,000 in commissions. Pursuant to a prospectus supplement dated February 7, 2018, the Company was ableto sell up to 148,845 of its common stock (inclusive of shares already sold under the prospectus supplement) under the 2012 EDA.On July 19, 2019, the Company entered into a new Equity Distribution Agreement (the “Distribution Agreement”), withMaxim, pursuant to which the Company may sell from time to time, shares of its common stock, $0.001 par value per share (the “Shares”)through Maxim, as agent (the “Offering”). Prior thereto, the Company and Maxim had terminated the prior 2012 EquityDistribution Agreement. On July 19, 2019, the Company filed a prospectus supplement with the Securities and Exchange Commissionin connection with the Offering under its existing Registration Statement on Form S-3 (File No 333-226059), which became effectiveon August 3, 2018, related to the sale of shares having an aggregate offering price of up to $4,508,244. As of September 3, 2019the Company sold 160,792 shares under the Distribution Agreement for a total of $356,000 which includes a 3.5% fee to Maxim of$12,000.

Effectivewith the semi-monthly period ended April 30, 2017, all of the members of the Company’s board of directors agreed to accept100% of their directors’ fees in the form of options to purchase Company Common Stock. This program was terminated as ofAugust 31, 2017. In this regard, options to purchase 4,684 shares of Company common stock were issued with exercise prices rangingfrom $15.84 to $29,48, a holding period of 10 years and vesting over three years. In addition, commencing with the semi-monthlyperiod ended June 15, 2017, certain officers of the Company and certain other employees of the Company, agreed to accept 20% oftheir salary in options to purchase Company Common Stock. This program was also terminated as of August 31, 2017. In this regard,options to purchase 4,884 shares of Company common stock were issued with exercise prices ranging from $15.84 to $29.48, a holdingperiod of 10 years and vesting over three years.

OnMay 2, 2019, the Company entered into an agreement with the holders of 103,410 warrants (classified as liability) pursuant towhich the warrant exercise price was reduced to $6.60 and all of the warrants were exercised, reducing the liability attributedto the warrants by approximately $404,000, and the Company realized about $682,000 in net proceeds, resulting in an addition tostockholders’ equity of approximately $1,086,000.As part of the cash conservation program adopted on August 28, 2017, startingwith the month of September 2017, the directors agreed to defer 100% of their fees until cash is available. In consideration ofthis deferral, 5,137 options were issued to each of the two independent directors in February 2018 with an exercise price of $16.28;3,456 options were issued to each of the two independent directors in May 2018 with an exercise price of $13.20, and 2,230 optionswere issued in July 2018 with an exercise price of $13.64. All of the foregoing options and the options discussed below are exercisablefor a period of 10 years with a vesting period of three years. This program was suspended as of July 15, 2018 and all remainingdeferred fees were paid in July 2018.This Program was reactivated as of August 16, 2018 with the understanding that options wouldnot be issued on the deferred amounts until the 2018 Equity Incentive Plan was approved by the stockholders and the securitiesissuable thereunder were registered with the SEC. The 2018 Equity Incentive Plan was approved by the stockholders and the securitiesissuable thereunder were registered with the SEC and, on October 17, 2018, 3,927 options were issued to each of the two independentdirectors with an exercise price on $9.68 for a period of ten years with a vesting period of one year. On January 28, 2019, anaggregate of 11,698 options were issued to each of the directors with an exercise price of $9.68 for a period of ten years witha vesting period of one year for the deferral of fees and for chairing various committees, respectively. Starting April 1, 2019,50% of the Directors fees have being paid in Company stock. As of September 3, 2019 each of the two independent Directors hasreceived 8,585 shares.

Also,as part of the cash conservation program adopted on August 28, 2017, starting with the month of September 2017, certain officersagreed to defer 40% of their salaries until cash is available. In consideration of this deferral, 20,102 options were issued tothese officers in February 2018 with an exercise price of $16.20; 13,618 options were issued to these officers in May 2018 withan exercise price of $13.20, and 8,847 options were issued to these officers in July 2018 with an exercise price of $13.64. Thisprogram was suspended as of July 15, 2018 and all remaining deferred salaries were paid on July 2018. This Program was reactivatedas of August 16, 2018 for 50% of their salaries with the understanding that options would not be issued on the deferred amountsuntil the 2018 Equity Incentive Plan was approved by the shareholders and the plan registered with the SEC. The 2018 Equity IncentivePlan has been approved by the shareholders and registered with the SEC and on October 17, 2018, 18,380 options were issued tothese officers with an exercise price on $9.68 for a period of ten years with a vesting period of one year. On January 28, 2019,27,570 options were issued to each of these officers with an exercise price of $9.68 for a period of ten years with a vestingperiod of one year.

Alsoas part of the cash conservation program adopted on August 28, 2017, all employees agreed to be paid 50% of their salaries inthe form of unrestricted common stock of the Company. Starting with the month of September 2017, the salaries of all the employeesof the Company were paid 50% in the form of unrestricted common stock of the Company. The total number of shares issued as ofJune 30, 2018 to the employees under this program was 48,111 shares at stock prices ranging from $13.64 to $24.20 per share. Thisprogram was suspended by the board of directors on June 30, 2018.

OnMarch 24, 2018, the Company sold 28,409 shares of common stock under its S-3 shelf registration. The Company realized net proceedsof $475,000 from this stock offering and paid $25,000 in placement agent fees.

OnApril 20, 2018, the Company entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain investors(the “Investors”) for the sale by the Company of an aggregate of 150,000 shares (the “Common Shares”)of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $17.16per share. Concurrently with the sale of the Common Shares, pursuant to the Purchase Agreements the Company also sold 150,000warrants, 50% of which are Class A Warrants and 50% of which are Class B Warrants (collectively, the “Warrants”).The Company received gross proceeds from the sale of the Warrants solely to the extent such Warrants are exercised for cash. Bothclasses of Warrants will not be exercisable until six months after issuance and will have an exercise price of $17.16 per share,subject to adjustments as provided under the terms of the Warrants. The Class A Warrants and Class B Warrants will expire, respectively,two and five years after the date on which they are first exercisable. The closing of the sales of these securities under thePurchase Agreements took place on April 24, 2018. The Company received net proceeds from the transactions of $2,343,820 afterdeducting certain fees due to the placement agent and the Company’s transaction expenses.

The2009 Equity Incentive Plan, effective June 24, 2009, as amended, authorizes the grant of non-qualified and incentive stock options,stock appreciation rights, restricted stock and other stock awards. A maximum of 500,000 shares of common stock is reserved forpotential issuance pursuant to awards under the 2009 Equity Incentive Plan. Unless sooner terminated, the 2009 Equity IncentivePlan will continue in effect for a period of 10 years from its effective date. During 2018, there were 106,255 options grantedby the Company under this Plan.

The2018 Equity Incentive Plan, effective September 12, 2018, authorizes the grant of (i) Incentive Stock Options, (ii) NonstatutoryStock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) PerformanceStock Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards. Initially, a maximum of 159,091 shares of common stockis reserved for potential issuance pursuant to awards under the 2018 Equity Incentive Plan. Unless sooner terminated, the 2018Equity Incentive Plan will continue in effect for a period of 10 years from its effective date. On October 17, 2018, the boardof directors issued 26,234 options to the officers and directors at the exercise price of $9.68 expiring in 10 years, and on November14, 2018, the board of directors issued 23 options to each employee, officer and director at the exercise price of $9.68 expiringin ten years. On January 28, 2019, 39,268 options were issued to the officers and directors with an exercise price of $9.68 fora period of ten years with a vesting period of one year.

Inconnection with the foregoing unregistered issuance of securities, except as noted above, we relied upon the exemption from securitiesregistration afforded by Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission underthe Securities Act and/or Section 4(a)(2) of the Securities Act.

(a)Exhibits

Thefollowing exhibits are being filed with this Registration Statement:

(b)Financial Statement Schedules

Allschedules have been omitted because either they are not required, are not applicable or the information is otherwise set forthin the financial statements and related notes thereto.

(a)The undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recentpost-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information setforth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (ifthe total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or highend of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offeringprice set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statementor any material change to such information in the registration statement;

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemedto be a new registration statement relating to the securities offered therein, and the offering of such securities at that timeshall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsoldat the termination of the offering.

(4)That, for the purpose of determining liability under the Securities Act to any purchaser: If the registrant is subject to Rule430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relatingto an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A(§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it isfirst used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is partof the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statementor prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to suchfirst use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registrationstatement or made in any such document immediately prior to such date of first use.

(5)That, for the purpose of determining liability under the Securities Act to any purchaser in the initial distribution of the securities,the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to thisregistration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securitiesare offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a sellerto the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuantto Rule 424 (§230.424 of this chapter);

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referredto by the undersigned registrant;

(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersignedregistrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filingof the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities ExchangeAct of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statementrelating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controllingpersons of the Company pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinionof the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act andis, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment bythe registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defenseof any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securitiesbeing registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressedin the Securities Act and will be governed by the final adjudication of such issue.

(d)For the purpose of determining any liability under the Securities Act, the registrant will treat the information omitted fromthe form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectusfiled by the registrant under Rule 424(b)(1), or (4), or 497(h) under the Securities Act as part of this registration statementas of the time the Commission declared it effective.

SIGNATURES

Pursuantto the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed onits behalf by the undersigned, thereunto duly authorized, in the City of Ocala, State of Florida, on September 6, 2019.

POWEROF ATTORNEY

KNOWALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas K. Equels as hisor her true and lawful attorney-in-fact and agents, with full powers of substitution and resubstitution, for him or her and inhis or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (includingpost-effective amendments and any related registration statements filed pursuant to Rule 462 and otherwise), and to file the samewith all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, grantingunto said attorney-in-fact and agent and full power and authority to do and perform each and every act and thing requisite andnecessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person,hereby ratifying and confirming that said attorney-in-fact and agent, or any substitute or resubstitute, may lawfully do or causeto be done by virtue hereof.

Pursuantto the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in thecapacities on September 6, 2019.