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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 8, 2026
AIM
IMMUNOTECH INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-27072 |
|
52-0845822 |
| (state
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 2117
SW Highway 484, Ocala, FL |
|
34473 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (352) 448-7797
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
AIM |
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
3.02 Unregistered Sales of Equity Securities.
As
previously reported, AIM ImmunoTech Inc. (the “Company”) entered into that certain warrant exercise inducement offer letter
agreement, dated May 7, 2026 (the “Inducement Letter”) with holders (the “Holders”) of (i) Class A and Class
B warrants to purchase common stock, par value $0.001 per share (the “Common Stock”), of the Company, issued on May 31, 2024;
(ii) Class C and Class D Common Stock purchase warrants issued on September 30, 2024; and (iii) Class E and Class F Common Stock purchase
warrants issued on July 31, 2025 (collectively, the “Existing Warrants”). Pursuant to the Inducement Letter, the Holders
agreed to exercise the Existing Warrants for cash certain of their Existing Warrants to purchase an aggregate of 7,451,920 shares of
Common Stock at a reduced exercise price of $0.48 per share (the “Reduced Exercise Price”) in exchange for the Company’s
agreement to issue new Class H warrants to purchase an aggregate of up to 14,903,840 shares of Common Stock (the “Inducement Warrants”)
at an exercise price of $0.60 per share, exercisable on or after the Stockholder Approval Date (as defined in the Inducement Letter)
for a period of five years (the “Inducement Transaction”).
On
May 8, 2026, the Company closed the Inducement Transaction and received aggregate gross proceeds of approximately $3.6 million and issued
the Inducement Warrants.
Ladenburg
Thalmann & Co. Inc. acted as placement agent (the “Placement Agent”) in connection with the Inducement Transaction and
received a cash fee of approximately $285,000, equal to 8.0% of the aggregate gross proceeds, $50,000 for expenses incurred in connection
with the offering, and approximately $26,000, representing a management fee equal to 0.75% of the aggregate gross proceeds. The Company
also issued to the Placement Agent warrants (the “Placement Agent Warrants”) to purchase up to 6.0% of the aggregate number
of shares of Common Stock issued upon exercise of the Existing Warrants pursuant to the Inducement Letter (the “Placement Agent
Warrant Shares”). The Placement Agent Warrants have substantially the same terms as the Inducement Warrants, except that the Placement
Agent Warrants will be exercisable until the five-year anniversary of the date of issuance, will have an exercise price equal to 125%
of the Reduced Exercise Price, and will include piggyback registration rights that are triggered if there is not an effective registration
statement covering all of the Placement Agent Warrant Shares while the Placement Agent Warrants are outstanding.
The
Company issued the Inducement Warrants and the Placement Agent Warrants pursuant to the exemption from the registration requirements
of the Securities Act of 1933, as amended (the “Securities Act”), available under Section 4(a)(2). Neither such warrants
nor the shares of Common Stock underlying the warrants have been registered under the Securities Act, and such securities may not be
offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable
state securities laws.
The
Placement Agent Warrant is attached hereto as Exhibit 4.1. The description of the terms of the Placement Agent Warrant is not intended
to be complete and is qualified in its entirety by reference to such exhibit.
Neither
this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities
of the Company.
Item.
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 4.1 |
|
Form of Placement Agent Warrant |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
AIM
ImmunoTech Inc. |
| |
|
| Dated:
May 12, 2026 |
/s/
Thomas K. Equels |
| |
Thomas
K. Equels, CEO |
