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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) November 18, 2025
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 (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.
On
November 18, 2025, AIM ImmunoTech Inc. (the “Company”, “we”, “us” or “our”) entered into
a Note Purchase Agreement (the “Note Purchase Agreement”) with Streeterville Capital, LLC (the “Investor”)
and consummated the sale to such Investor of an unsecured Promissory Note (the “Note”) with an original principal
amount of $3,301,250 in a private placement (the “Private Placement”) that closed on November 18, 2025.
The
Note carries an original issuance discount of $781,250 and the Company agreed to pay $20,000 to the Investor to cover the Investor’s
legal and administrative transaction costs, each of which were included in the original principal amount and deducted from the proceeds
of the Note received by the Company which resulted in a purchase price received by the Company of $2,500,000.
The
Note bears interest at ten percent (10%) per annum compounded daily. The maturity date of the Note is 24 months from the date of its
issuance (the “Maturity Date”).
Each
time we receive any money in connection with any fundraising or financing transaction, we are required to make a mandatory prepayment
under the Note in amount equal to the lesser of (a) 12.50% of the amount raised, and (b) the outstanding balance due under the Note as
of the closing date of such financing.
The
Note provides for customary events of default, including, among other things, the event of non-payment of principal, interest, fees or
other amounts, a representation or warranty proving to have been incorrect when made, failure to perform or observe covenants within
a specified period of time, a cross-default to certain other indebtedness of the Company, the bankruptcy or insolvency of the Company
or of all or a substantial part of its property, monetary judgment defaults of a specified amount and other defaults resulting in liability
of a specified amount. Upon the occurrence of an Event of Default, as defined in Section 4 of the Note, interest would accrue on the
outstanding balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser of twenty-two
percent (22%) or the maximum rate permitted under applicable law.
Beginning
on the date that is six months after the Purchase Price Date, Investor shall have the right, exercisable at any time in its sole and
absolute discretion, to redeem any amount of the Note up to $250,000 (such amount, the “Monthly Redemption Amount”) per calendar
month by providing written notice to the Company (each, a “Redemption Notice”); provided, however, that if the Investor does
not exercise any Monthly Redemption Amount in its corresponding month then such Monthly Redemption Amount shall be available for the
Investor to redeem in any future month in addition to such future month’s Redemption Amount. Upon receipt of any Monthly Redemption
Notice, the Company shall pay the applicable Monthly Redemption Amount in cash to the Investor within three business days of the Company’s
receipt of such Monthly Redemption Notice.
The
foregoing is only a summary of the material terms of the Note Purchase Agreement and the Note, 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 such documents, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated
herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Note Purchase Agreement dated November 18, 2025, between AIM ImmunoTech Inc. and Streeterville Capital, LLC. |
| 10.2 |
|
Promissory Note dated November 18, 2025, between AIM ImmunoTech Inc. and Streeterville Capital, LLC. |
| 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. |
| |
|
|
| November
19, 2025 |
By: |
/s/
Thomas K. Equels |
| |
|
Thomas
K. Equels, CEO |
