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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 18, 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, Florida |
|
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 (see General Instruction A.2. below):
| ☐ |
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)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in 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. ☐
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 |
| Item
1.01 |
Entry
into a Material Definitive Agreement. |
As
previously disclosed, AIM ImmunoTech Inc. (the “Company”) previously issued to Streeterville Capital, LLC (the “Lender”)
a Promissory Note in the original principal amount of $3,301,250.00 dated February 16, 2024 (the “Note”) pursuant to a Note
Purchase Agreement between the Company and the Lender. The Company and the Lender subsequently extended the maturity date of the Note
to June 30, 2026.
On
May 18, 2026, the Company and the Lender entered into Amendment #2 to Promissory Note (the “Amendment”), which amended the
Note and further extended the maturity date of the Note until June 30, 2027. Pursuant to the Amendment, the Company agreed to pay the
Lender an extension fee in the amount of $10,000.00 (the “Extension Fee”), which Extension Fee was added to the outstanding
balance of the Note. The Amendment also contains customary representations and warranties of the Company, as well as a representation
and warranty of the Company that, as of the date of the Amendment, the outstanding balance of the Note, following the application of
the Extension Fee, was $1,682,676.16.
The
foregoing is only a summary of the material terms of the Amendment and does not purport to be a complete description of the rights and
obligations of the parties thereunder. Furthermore, the foregoing is qualified in its entirety by reference to the Amendment, which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item
2.02 |
Results
of Operations and Financial Condition. |
The
information set forth in the Press Release (as defined below) is incorporated herein by reference into this Item 2.02 to the extent required.
The information, including Exhibit 99.1, referenced in this Item 2.02, is “furnished” and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities
Act of 1933, as amended (the “Securities Act”), if and to the extent such subsequent filing specifically references the information
herein as being incorporated by reference in such filing.
| Item
2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03 to the
extent required.
| Item
7.01 |
Regulation
FD Disclosure. |
On
May 19, 2026, the Company issued a press release (the “Press Release”) related to the Amendment and other matters, a copy
of which is furnished herewith as Exhibit 99.1. The information, including Exhibit 99.1, referenced in this Item 7.01, is “furnished”
and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of
that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act if and to the extent
such subsequent filing specifically references the information herein as being incorporated by reference in such filing.
| Item
9.01 |
Financial
Statements and Exhibits. |
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Amendment #2 to Promissory Note, dated May 18, 2026, by and between Streeterville Capital, LLC and AIM ImmunoTech, Inc. |
| |
|
|
| 99.1 |
|
Press Release dated May 19, 2026. |
| |
|
|
| 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 19, 2026 |
By: |
/s/
Thomas K. Equels |
| |
|
Thomas
K. Equels, Chief Executive Officer |
Exhibit 99.1
AIM
ImmunoTech Announces Significant Increase in Stockholder Equity and Extension of Promissory Note Maturity Date to June 2027, Enhancing
Financial Flexibility and Supporting Strategic Clinical Priorities
Increase
in stockholder equity and note extension strengthen Company’s ability to advance pancreatic cancer development strategy
OCALA, Fla., May 19, 2026 / AIM ImmunoTech Inc. (NYSE American: AIM) (“AIM” or the “Company”) today
announced a significant increase in stockholder equity and that the Company has entered into Amendment #2 to its existing promissory
note agreement with Streeterville Capital, LLC, extending the maturity date to June 30, 2027.
AIM
recently reported stockholder equity of approximately $2.1 million as of March 31, 2026, which is a significant increase of approximately
$11.9 million in stockholder equity from the reported stockholder deficit of approximately $9.8 million as of December 31, 2025. The
Company has also raised equity-generating funds through various transactions since March 31, 2026.
The
Company believes the increase in stockholder equity and the note extension further support its ability to prudently manage capital resources
while maintaining focus on near-term milestones, including continued advancement of its pancreatic cancer development program and other
strategic initiatives intended to maximize long-term stockholder value.
“We
appreciate the continued support and confidence demonstrated by Streeterville Capital through this extension,” said AIM Chief Executive
Officer Thomas Equels. “This amendment enhances our capital allocation flexibility at an important stage for the Company as we
remain focused on executing our clinical and operational priorities. We believe the coming quarters present multiple potential catalysts
that could create meaningful stockholder value and further expand our strategic optionality.”
Under
the terms of the amendment, the maturity date of the promissory note originally issued on February 16, 2024, has been extended from its
prior maturity to June 30, 2027. Following the amendment and associated extension fee, the outstanding balance of the note is approximately
$1.68 million.
About
AIM ImmunoTech Inc.
AIM
ImmunoTech Inc. is an immuno-pharma company focused on the research and development of its lead product, Ampligen® (rintatolimod),
for the treatment of late-stage pancreatic cancer, a lethal and unmet global health problem. Ampligen is a dsRNA and highly selective
TLR3 agonist immuno-modulator that has shown broad-spectrum activity in clinical trials.
For more information, please visit aimimmuno.com and connect with the Company on X, LinkedIn, and Facebook.
Forward-Looking Statements
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, that involve a number of risks and uncertainties. For those statements, the Company
claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of
1995. Forward-looking statements may be identified by the use of words such as “believes,” “expects,” “intends,”
“may,” “will,” “plans,” “potential,” “anticipates,” or similar expressions.
Any forward-looking statements set forth in this press release speak only as of the date hereof. Such forward-looking statements may
include statements relating to: anticipated milestones; the timing of commencement, enrollment, completion, and results of clinical trials;
executing clinical and operational priorities; IP expansion and regulatory progress; and timing for receiving government approvals, if
at all. The Company does not undertake to update any of these forward-looking statements to reflect events or circumstances that occur
after the date hereof, except as required by applicable law. The Company is in various stages of seeking to determine whether Ampligen
will be effective in the treatment of multiple types of viral diseases, cancers, and immune-deficiency disorders, and disclosures in
the Company’s reports filed with the SEC, on its website, and in its press releases set forth its current and anticipated future
activities. These activities are subject to change for a number of reasons. Significant additional testing and trials will be required
to determine whether Ampligen® will be effective in the treatment of these conditions. Results obtained in preclinical studies do
not necessarily predict results in humans. Human clinical trials will be necessary to prove whether or not Ampligen® will be efficacious
in humans. No assurance can be given as to whether current or planned clinical trials will be successful or yield favorable data, and
the trials are subject to many factors including lack of regulatory approval(s), lack of study drug, lack of adequate funding, or a change
in priorities at the institutions sponsoring other trials. Even if these clinical trials are initiated, the Company cannot assure that
the clinical studies will be successful or yield any useful data. No assurance can be given that the findings in preliminary studies
will prove true or that such studies will yield favorable results, or that future studies will not result in findings that are different
from those reported in the studies referenced in the Company’s reports filed with the SEC, on the Company’s website, and
in its press releases. Operating in foreign countries carries with it a number of risks, including potential difficulties in enforcing
intellectual property rights. The Company cannot assure that its potential foreign operations will not be adversely affected by these
risks.
For
a detailed discussion of risk factors, please review the “Risk Factors” section in the Company’s most recent Annual
Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the SEC. These filings are available at www.sec.gov and
www.aimimmuno.com. The information found on the Company’s website is not incorporated by reference into this press release and
is included for reference purposes only.
Investor
Contact:
JTC
Team, LLC
Jenene
Thomas
908.824.0775
AIM@jtcir.com