STOCK TITAN

AIM ImmunoTech swaps $1.22M note for 5.07M shares

AIM ImmunoTech converted about $1.2 million of debt into 5.1 million shares, fully satisfying a promissory note held by Streeterville Capital.

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AIM ImmunoTech Inc. (AIM) entered into five exchange agreements with Streeterville Capital, LLC between August 31 and September 3, 2026 to address an existing promissory note dated February 16, 2024. Under these agreements, approximately $1,224,341 of the note was converted into 5,065,840 shares of common stock.

The exchanges were effected via corresponding partitioned promissory notes at an average conversion price of about $0.24 per share, and as of September 3, 2026 the promissory note was satisfied in full with no remaining amounts owed. Stockholders had previously approved the conversion or other satisfaction of this note on July 15, 2026 pursuant to NYSE American Company Guide Sections 713(a) and 713(b). The exchange shares were or will be issued under the Securities Act exemption in Section 3(a)(9) for exchanges with an existing security holder where no commission or other remuneration is paid for soliciting the exchange.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Debt converted $1,224,341 Principal from the February 16, 2024 promissory note converted into equity under the exchange agreements
Exchange shares issued 5,065,840 shares Common stock issued or to be issued to Streeterville Capital under the exchange agreements
Average conversion price $0.24 per share Approximate average price at which the promissory note amount was converted into common stock
Promissory note date February 16, 2024 Original date of the promissory note exchanged into equity
Stockholder approval date July 15, 2026 Special meeting at which stockholders approved conversion or satisfaction of the promissory note
Exchange agreement period start August 31, 2026 Start date when AIM ImmunoTech began entering into the five exchange agreements
Exchange agreement period end September 3, 2026 Date as of which AIM ImmunoTech reports the promissory note was satisfied in full
Exchange Agreements financial
"entered into a total of five exchange agreements (the “Exchange Agreements”)"
A contractual arrangement where two or more parties agree to swap assets, securities, or obligations under specified terms and conditions, such as share-for-share exchanges, debt-for-equity conversions, or asset swaps. These agreements matter to investors because they change who owns what and how a company’s balance sheet and future cash flows look—think of it like two people trading items that can alter each person’s overall collection and resale value.
Partitioned Promissory Notes financial
"and, for each, a corresponding partitioned promissory note (together, the “Partitioned Promissory Notes”)"
Promissory Note financial
"related to that certain Promissory Note dated February 16, 2024 (the “Promissory Note”)"
A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.
Section 3(a)(9) regulatory
"provided by Section 3(a)(9) thereof as securities exchanged by the Company"
Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.
NYSE American Company Guide Sections 713(a) and 713(b) regulatory
"pursuant to NYSE American Company Guide Sections 713(a) and 713(b), at a special meeting"

FAQ

What did AIM ImmunoTech (AIM) announce regarding its promissory note?

AIM ImmunoTech reported that it converted approximately $1,224,341 of a promissory note held by Streeterville Capital into 5,065,840 shares of common stock through five exchange agreements, and as of September 3, 2026 the promissory note was satisfied in full with no remaining amounts owed.

How many AIM (AIM) shares were issued in the debt-for-equity exchange?

AIM ImmunoTech issued or will issue 5,065,840 shares of common stock as exchange shares to Streeterville Capital. These shares correspond to the conversion of about $1,224,341 of the February 16, 2024 promissory note at an average conversion price of roughly $0.24 per share.

What was the average conversion price in AIM (AIM)’s exchange with Streeterville Capital?

The approximate average conversion price was $0.24 per share. At this price, AIM ImmunoTech converted about $1,224,341 of the outstanding balance under the February 16, 2024 promissory note into 5,065,840 shares of its common stock under the exchange agreements.

Did AIM (AIM) shareholders approve the conversion of the promissory note?

Yes. AIM ImmunoTech’s stockholders previously approved the conversion or other satisfaction of the promissory note at a special meeting held on July 15, 2026, in accordance with NYSE American Company Guide Sections 713(a) and 713(b), before the exchange agreements with Streeterville Capital were executed.

Under what Securities Act exemption were AIM (AIM)’s exchange shares issued?

The exchange shares were or will be issued under the Section 3(a)(9) exemption of the Securities Act of 1933, as amended, as securities exchanged by AIM ImmunoTech with an existing security holder where no commission or other remuneration is paid or given for soliciting the exchange.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0000946644 0000946644 2026-08-31 2026-08-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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

 

 

 

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