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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): June 9, 2026
AIM
IMMUNOTECH INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-27072 |
|
52-0845822 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
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:
| ☐ |
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
1.01 Entry into a Material Definitive Agreement.
Securities
Purchase Agreement
On
June 9, 2026, AIM ImmunoTech Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with institutional investors (the “Investors”), pursuant to which the Company agreed to issue and sell to such investors
in a registered direct offering 2,554,119 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common
Stock”), of the Company, at an offering price of $0.5189 per share (such registered direct offering, the “Registered Offering”).
Pursuant
to the Purchase Agreement, the Company also agreed to issue and sell to such Investors, in a concurrent private placement, 771,503 shares
of Common Stock at a per share price of $0.5189 (the “Unregistered Shares”), pre-funded warrants (the “Pre-Funded Warrants”)
to purchase up to an aggregate of 1,782,616 shares of Common Stock (the “Pre-Funded Warrant Shares”) at an exercise price
of $0.001, and Class J warrants (the “Class J Warrants”) to purchase up to 10,216,476 shares of Common Stock (the “Class
J Warrant Shares”), at an exercise price of $0.5189 per share. The Pre-Funded Warrants are immediately exercisable and do not expire
until exercised in full. The Class J Warrants will become exercisable beginning on the effective date of stockholder approval of the
issuance of the Class J Warrant Shares underlying the Class J Warrants (such date, the “Stockholder Approval Date”), and
will expire five years after the Stockholder Approval Date.
The
gross proceeds to the Company from the Registered Offering are expected to be approximately $1.3 million, before deducting offering expenses
payable by the Company. In addition, if the holders of the Pre-Funded Warrants and Class J Warrants exercise such warrants in full for
cash, the Company would receive additional gross proceeds of approximately $5.3 million. However, the Company cannot predict when or
if the Pre-Funded Warrants or Class J Warrants will be exercised for cash or exercised at all. The Pre-Funded Warrants and Class J Warrants
are exercisable on a cashless basis if, at the time of exercise, there is no effective registration statement registering, or no prospectus
contained therein is available for, the resale of the Pre-Funded Warrant Shares issuable upon exercise of the Pre-Funded Warrants and
Class J Warrant Shares issuable upon exercise of the Class J Warrants.
The
Registered Offering and concurrent private placement (collectively, the “Offerings”) are expected to close on or about June
10, 2026 (the “Closing Date”), subject to the satisfaction of customary closing conditions.
The
Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification
obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”),
other obligations of the parties, and termination provisions. The representations, warranties and covenants contained in the Purchase
Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties
to such agreement and may be subject to limitations agreed upon by the contracting parties.
The
Shares were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-286319), which was declared
effective by the Securities and Exchange Commission (the “SEC”) on July 3, 2025, and the base prospectus contained therein,
and a prospectus supplement thereto that will be filed by the Company with the SEC.
The
Company has agreed to file a registration statement on Form S-1 providing for the resale of the Unregistered Shares, Pre-Funded Warrant
Shares, and Class J Warrant Shares within ten calendar days of the Closing Date and to use commercially reasonable efforts to cause such
registration statement to become effective within 60 days (or 90 days in the event of a “full review” by the SEC) and to
keep such registration statement effective at all times until the time that no holder owns any Unregistered Shares, Pre-Funded Warrant
Shares, or Class J Warrant Shares
Placement
Agency Agreement
In
connection with the Offerings, the Company also entered into a placement agency agreement, dated June 9, 2026 (the “Placement Agency
Agreement”), with Ladenburg Thalmann & Co. Inc. (the “Placement Agent”), pursuant to which the Company agreed to
pay the Placement Agent a cash fee equal to 8.0%, and a management fee equal to 0.75%, of the aggregate gross proceeds of the Offerings,
and reimbursed the Placement Agent for certain expenses and legal fees. The Company also agreed to issue to the Placement Agent warrants
(the “Placement Agent Warrants”) to purchase 306,494 shares of Common Stock (the “Placement Agent Warrant Shares”),
which is equal to 6.0% of the aggregate number of shares of Common Stock, including Pre-Funded Warrant Shares issuable upon exercise
of such Pre-Funded Warrants, issued in the Offerings. The Placement Agent Warrants will have substantially the same terms as the Class
J Warrants being offered in the concurrent private placement, except that the Placement Agent Warrants will have an exercise price of
$0.6486 and expire five years from the commencement of the sales pursuant to the Offerings. In addition, the Placement Agent Warrants
provide for piggyback registration rights upon request, in certain cases. The Placement Agency Agreement also includes customary indemnification
and contribution provisions in favor of the Placement Agent.
The
foregoing descriptions of the Purchase Agreement, Class J Warrants, Pre-Funded Warrants, Placement Agency Agreement, and Placement Agent
Warrants are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1, 4.1, 4.2,
10.2, and 4.3 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.
A
copy of the legal opinion and consent of Thompson Hine LLP relating to the Shares is attached hereto as Exhibit 5.1.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Unregistered Shares, Pre-Funded Warrants, Pre-Funded
Warrant Shares, Class J Warrants, Class J Warrant Shares, Placement Agent Warrants, and Placement Agent Warrant Shares is incorporated
herein by reference.
The
Unregistered Shares, Pre-Funded Warrants, Class J Warrants, and the Placement Agent Warrants will be issued in a private placement pursuant
to the exemption from the registration requirements of the Securities Act, provided by Section 4(a)(2) thereof as transactions not involving
a public offering and/or Rule 506 promulgated thereunder as sales to accredited investors. The Unregistered Shares, Pre-Funded Warrant
Shares, Class J Warrant Shares, and Placement Agent Warrant Shares have not been registered under the Securities Act and will be issued,
if at all, pursuant to the same exemption.
Item
8.01 Other Events.
On
June 9, 2026, the Company issued a press release announcing the pricing of the Offerings. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Class J Common Warrant. |
| 4.2 |
|
Form of Pre-Funded Warrant. |
| 4.3 |
|
Form of Placement Agent Warrant. |
| 5.1 |
|
Opinion of Thompson Hine LLP, dated June 10, 2026 |
| 10.1 |
|
Securities Purchase Agreement, dated June 9, 2026. |
| 10.2 |
|
Placement Agency Agreement, dated June 9, 2026. |
| 23.1 |
|
Consent of Thompson Hine LLP (included in Exhibit 5.1 above). |
| 99.1 |
|
Press Release, dated June 9, 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.
| Date:
June 11, 2026 |
AIM
ImmunoTech Inc. |
| |
|
| |
/s/
Thomas K. Equels |
| |
Thomas
K. Equels |
| |
Chief
Executive Officer |
Exhibit
99.1
AIM
ImmunoTech Announces $2.65 Million Financing Priced At-Market under NYSE American Rules
OCALA,
Fla., June 09, 2026 (GLOBE NEWSWIRE) — AIM ImmunoTech Inc. (NYSE American: AIM) (“AIM” or the “Company”),
today announced that it has entered into definitive agreements for a registered direct offering and concurrent private placement priced
at-the-market under NYSE American rules for gross proceeds of approximately $2.65 million, before deducting placement agent commissions
and other offering expenses.
Ladenburg
Thalmann & Co. Inc. is acting as the exclusive placement agent for the offering.
The
offering is expected to close on or about June 10, 2026, subject to the satisfaction of customary closing conditions.
In
the registered direct offering, the Company will issue and sell 2,554,119 shares of common stock, par value $0.001, at a purchase price
of $0.5189 per share (the “Registered Shares”). In addition, in a concurrent private placement, the Company will issue and
sell an aggregate of 2,554,119 unregistered shares of Common Stock (or pre-funded warrants in lieu thereof) (the “Unregistered
Shares”) at the per share purchase price and unregistered Class J warrants (the “Class J Warrants”) to purchase up
to 10,216,476 shares of Common Stock. The Class J Warrants will have an exercise price of $0.5189 per share, will be exercisable subject
to stockholder approval and will expire five (5) years from the initial exercise date.
The
Company intends to use the net proceeds from the offering for (i) the manufacture of clinical drug supply, (ii) the Company’s current
clinical trial activities, (iii) the Company’s planned Phase 3 clinical trial activities, and (iv) working capital purposes.
The
Registered Shares (or common stock equivalents in lieu thereof) are being offered and sold pursuant to a prospectus supplement to be
filed with the Securities and Exchange Commission (“SEC”) in connection with a takedown from the Company’s shelf registration
statement on Form S-3 (File No. 333-286319), which was declared effective by the SEC on July 3, 2025. The offering is being made only
by means of a prospectus supplement and accompanying prospectus which are a part of the effective registration statement. The Unregistered
Shares and Class J Warrants will be issued in a concurrent private placement. A prospectus supplement and the accompanying prospectus
relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.
Additionally, when available, electronic copies of the prospectus supplement and the accompanying prospectus may be obtained from Ladenburg
Thalmann & Co. Inc., 640 Fifth Avenue, 4th Floor, New York, NY 10019, by phone at (212) 409-2000, or by email at prospectus@ladenburg.com.
The private placement of the Unregistered Shares, the Class J Warrants and the shares underlying the Class J Warrants offered to the
institutional investors will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”), and Regulation D promulgated thereunder. Accordingly, the securities issued in the concurrent
private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Securities Act and such applicable state securities laws.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor
shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About
AIM ImmunoTech Inc.
AIM
ImmunoTech Inc. is an immuno-pharma company focused on the research and development of therapeutics to treat multiple types of cancers,
immune disorders and viral diseases, including COVID-19. The Company’s lead product is a first-in-class investigational drug called
Ampligen® (rintatolimod), a dsRNA and highly selective TLR3 agonist immuno-modulator with broad spectrum activity in clinical trials
for globally important cancers, viral diseases and disorders of the immune system.
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. The Company claims the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995 to the extent available. Forward-looking statements include all statements
other than statements of historical fact and may be identified by words such as “believes,” “expects,” “intends,”
“may,” “will,” “plans,” “potential,” “anticipates,” “estimates,”
“continues,” “could,” “should” and similar expressions, although not all forward-looking statements
contain these identifying words. Forward-looking statements in this press release include, without limitation, statements regarding the
offering, the expected gross proceeds and anticipated closing of the offering, the intended use of proceeds, the issuance and terms of
the Class J Warrants, anticipated milestones, the timing of commencement, enrollment, completion and results of clinical trials, the
Company’s clinical and operational priorities, intellectual property expansion, regulatory progress and the timing and receipt
of government approvals, if at all.
These
forward-looking statements are based on the Company’s current expectations, estimates, forecasts and assumptions and are subject
to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by
such statements. These risks and uncertainties include, without limitation, risks related to the satisfaction of closing conditions,
market conditions, the availability and sufficiency of funding and clinical drug supply, the Company’s ability to conduct and complete
planned clinical trials, the timing and results of preclinical studies and clinical trials, whether preliminary or preclinical results
will be predictive of future clinical trial results or results in humans, the need for and receipt of regulatory approvals, changes in
priorities at institutions sponsoring or conducting trials, the Company’s ability to protect and enforce its intellectual property
rights, risks associated with potential foreign operations and other risks described in the Company’s filings with the SEC.
The
Company is in various stages of determining whether Ampligen® will be effective in the treatment of multiple types of viral diseases,
cancers and immune-deficiency disorders, and significant additional testing and trials will be required to determine whether Ampligen®
will be effective for these conditions. No assurance can be given that any current or planned clinical trials will be initiated, completed,
successful or yield favorable or useful data, that preliminary studies will prove accurate or that future studies will not result in
findings that differ from those previously reported by the Company. For a further discussion of risks and uncertainties, please review
the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports on
Form 10-Q and other filings with the SEC, including any prospectus supplement filed in connection with the offering and the documents
incorporated by reference therein. These filings are available at www.sec.gov and www.aimimmuno.com. The information on the Company’s
website is not incorporated by reference into this press release and is included for reference purposes only. Readers are cautioned not
to place undue reliance on these forward-looking statements. Forward-looking statements speak only as of the date of this press release,
and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable law.
Investor
Contact:
JTC
Team, LLC
Jenene
Thomas
908.824.0775
AIM@jtcir.com
