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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 17, 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On
June 17, 2025, AIM ImmunoTech Inc. (the “Company”) received a warning notification (the “Letter”) from the NYSE
American LLC (the “NYSE American”) stating that the Company is not in compliance with the minimum stockholders’ equity
requirements of Sections 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company Guide (the “Company Guide”) requiring
stockholders’ equity of $4.0 million or more if the Company has reported losses from continuing operations and/or net losses in
three of the four most recent fiscal years and $6.0 million or more if the Company has reported losses from continuing operations and/or
net losses in its five most recent fiscal years, respectively. As of March 31, 2025, the Company had a stockholders’ deficit of
negative $3.9 million and has had losses in the most recent five fiscal years ended December 31, 2024.
The
NYSE American previously issued a warning on December 17, 2024 for the same reasons and has issued the Letter because
the deficiency remains as of March 31, 2025 when the Company filed its quarterly report on Form 10-Q for the first quarter of fiscal
2025.
On
February 26, 2025, the NYSE American accepted a plan (the “Plan”) submitted by the Company to regain compliance by June 11,
2026. Accordingly, the Company still has until June 11, 2026 to regain compliance.
The
Company’s common stock recommenced trading on the NYSE American on June 17, 2025 under the symbol “AIM”.
The
Letter in no way has any effect on such trading and does not affect the Company’s business, operations or reporting requirements
with the U.S. Securities and Exchange Commission.
Item
8.01 Other Events
On
June 20, 2025, the Company issued a press release announcing its receipt of the Letter. A copy of the press release is attached to this
Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
Cautionary
Statement Regarding Forward-Looking Statements
This
current report, including exhibit 99.1, contains forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995 (the “PSLRA”). Words such as “may,” “will,” “expect,” “plan,”
“anticipate,” “continue,” “believe,” “potential,” “upcoming” and other variations
thereon and similar expressions (as well as other words or expressions referencing future events or circumstances) are intended to identify
forward-looking statements. Many of these forward-looking statements involve a number of risks and uncertainties. There can be no assurance
that the Company will be able to achieve compliance with the NYSE American’s continued listing standards within the required timeframe.
The Company urges investors to consider specifically the various risk factors identified in its most recent Form 10-K, and any risk factors
or cautionary statements included in any subsequent Form 10-Q or Form 8-K, filed with the U.S. Securities and Exchange Commission. You
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this current report.
Among other things, for those statements, the Company claims the protection of the safe harbor for forward-looking statements contained
in the PSLRA. The Company does not undertake to update any of these forward-looking statements to reflect events or circumstances that
occur after the date hereof.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits are filed herewith:
| Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated June 20, 2025 |
| 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. |
| |
|
|
| Date:
June 20, 2025 |
By |
/s/
Thomas K. Equels |
| |
|
Thomas
K. Equels, CEO |