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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): August 31, 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
Not
Applicable
(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. |
On
August 31, 2026 through September 3, 2026, AIM ImmunoTech Inc. (the “Company”) entered into a total of five exchange agreements
(the “Exchange Agreements”) and, for each, a corresponding partitioned promissory note (together, the “Partitioned
Promissory Notes”) with Streeterville Capital, LLC (the “Lender”) related to that certain Promissory Note dated February
16, 2024 (the “Promissory Note”). Pursuant to the Exchange Agreements and Partitioned Promissory Notes, the Company and the
Lender converted approximately $1,224,341 of the Promissory Note into 5,065,840 shares (the “Exchange Shares”) of the
Company’s common stock, at an average conversion price of approximately $0.24 per share. Consequently, as of September 3, 2026,
the Promissory Note was satisfied in full and there are no longer any amounts owing under the Promissory Note.
The
Company’s stockholders previously approved the conversion or other satisfaction of the Promissory Note, pursuant to NYSE American
Company Guide Sections 713(a) and 713(b), at a special meeting of stockholders held on July 15, 2026.
The
foregoing descriptions of the Exchange Agreements and Partitioned Promissory Notes are qualified in their entirety by reference to the
full text of the form of the Exchange Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
| Item
1.02 |
Termination
of a Material Definitive Agreement. |
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
For
additional information relating to the Company and the Lender, please see the Company’s quarterly report on Form 10-Q for the quarterly
period ended June 30, 2026 and other filings with the U.S. Securities and Exchange Commission.
| Item
3.02 |
Unregistered
Sales of Equity Securities. |
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The
Exchange Shares were or will be issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as
amended, provided by Section 3(a)(9) thereof as securities exchanged by the Company with its existing security holder exclusively
where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Exchange Agreement. |
| 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:
September 4, 2026 |
|
AIM
ImmunoTech Inc. |
| |
|
|
| |
By: |
/s/
Thomas K. Equels |
| |
|
Thomas
K. Equels |
| |
|
Chief
Executive Officer |