false
0000946644
0000946644
2026-07-31
2026-07-31
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) July 31, 2026
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 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
1.02 Termination of a Material Definitive Agreement
As
previously disclosed, AIM ImmunoTech Inc. (the “Company”) is a party to the Equity Distribution Agreement (the “Agreement”),
dated April 1, 2025, as amended on April 10, 2026, with Maxim Group LLC (the “Sales Agent”), pursuant to which the Company
was able to sell shares of common stock in sales deemed to be an “at the market offering” as defined in Rule 415 promulgated
under the Securities Act of 1933, as amended. On July 31, 2026, the Company provided notice to the Sales Agent for the mutual termination
of the Agreement, effective August 15, 2026 (the “Termination Agreement”). The Company will not incur any termination penalties
as a result of the termination of the Agreement.
Following
such termination, the Company may not offer or sell any additional shares of its common stock under the Agreement or the related prospectus
and prospectus supplement. From April 1, 2025 to July 31, 2026, the Company sold 3,200,736 shares of common stock for aggregate
gross proceeds of approximately $2.8 million pursuant to the Agreement. The Company does not intend to issue or sell any additional
shares of common stock under the Agreement prior to its termination.
The
foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement,
a copy of which was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange
Commission on April 4, 2025, and the amendment to the Agreement, a copy of which was filed as Exhibit 3.1 to the Company’s Current
Report on Form 8-K filed with the U.S. Securities and Exchange Commission on April 10, 2026, both incorporated herein by reference.
The
foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Termination Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q
for the period ended June 30, 2026 and is incorporated herein by reference.
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:
August 5, 2026 |
By:
|
/s/
Thomas K. Equels |
| |
|
Thomas
K. Equels, CEO |
