AIM ImmunoTech converts $450K debt to shares

AIM ImmunoTech converts part of a promissory note into common stock through exchange agreements with an existing lender.

Rhea-AI Filing Summary

AIM ImmunoTech Inc. (AIM) reports that on September 3 and 4, 2026 it entered into two exchange agreements with Streeterville Capital, LLC tied to an existing Promissory Note dated November 18, 2025. Under these agreements and related partitioned promissory notes, approximately $450,000 of debt was converted into 1,921,441 shares of common stock at an average conversion price of about $0.234 per share. Stockholders had previously approved the conversion or other satisfaction of this note at a special meeting on July 15, 2026 pursuant to NYSE American Company Guide Sections 713(a) and 713(b). The exchange shares were or will be issued in reliance on the Section 3(a)(9) exemption from Securities Act registration.

Filing Explained

The debt-for-stock exchange changes the obligation into equity, while the filing leaves the shares’ issuance timing unresolved.

This Form 8-K reports that on September 3 and 4, 2026, AIM entered exchange agreements that converted approximately $450,000 of debt into 1,921,441 common shares; the filing says those shares were or will be issued, so the additional shares may not all have been issued yet.

The filing describes stock consideration rather than cash proceeds, converting a debt obligation into common equity and potentially diluting existing holders if the shares are issued. The Section 3(a)(9) exemption covers an exchange with an existing security holder without direct or indirect remuneration for soliciting the exchange, rather than a registered public offering in this filing.

As of June 30, 2026, AIM reported $9,900,000 of cash and equivalents plus $64,000 of short-term investments; that liquidity equals 197.5 days of the last reported operating cash use, providing context for a transaction that reports debt conversion rather than new cash raised.

The material follow-up is issuance status: a subsequent company filing would establish whether the exchange shares had been issued and therefore whether the stated increase in common shares had occurred.

Sources and calculations

• AIM ImmunoTech Form 8-K (2026-09-10)
• Form 8-K purpose (undated)
• AIM ImmunoTech 2026 second-quarter fundamentals (2026-06-30)

• Available liquidity against the last reported quarterly operating outflow, in days at that rate ($9,900,000 + $64,000) / ($4,590,000 / 91) = 197.5 days

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

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 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.

Key Figures

Debt converted: $450,000 Exchange Shares issued: 1,921,441 shares Average conversion price: $0.234 per share +2 more

5 metrics

Debt converted $450,000 Approximate principal of the Promissory Note converted into equity under the exchange agreements

Exchange Shares issued 1,921,441 shares Common stock issued as exchange shares to Streeterville Capital, LLC

Average conversion price $0.234 per share Average price used to convert approximately $450,000 of the Promissory Note into common stock

Shareholder approval date July 15, 2026 Special meeting at which stockholders approved conversion or other satisfaction of the Promissory Note

Execution dates of exchange agreements September 3–4, 2026 Dates on which the two exchange agreements and partitioned promissory notes were entered into

Key Terms

Partitioned Promissory Notes, Section 3(a)(9), NYSE American Company Guide Sections 713(a) and 713(b), Exchange Agreements

4 terms

Partitioned Promissory Notes financial

"for each, a corresponding partitioned promissory note (together, the “Partitioned Promissory Notes”)"

Section 3(a)(9) regulatory

"issued pursuant to the exemption from the registration requirements ... provided by Section 3(a)(9)"

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

"approved the conversion or other satisfaction ... pursuant to NYSE American Company Guide Sections 713(a) and 713(b)"

Exchange Agreements financial

"entered into a total of two 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.

FAQ

What transaction did AIM (AIM ImmunoTech Inc.) announce in this 8-K?

AIM entered into two exchange agreements with Streeterville Capital, LLC to convert approximately $450,000 of a November 18, 2025 Promissory Note into 1,921,441 shares of its common stock at an average price of about $0.234 per share.

How many AIM shares were issued in the debt-for-equity exchange, and at what price?

AIM agreed to issue 1,921,441 shares of common stock as exchange shares, based on an average conversion price of approximately $0.234 per share in connection with converting about $450,000 of the Promissory Note.

When were the exchange agreements for AIM (AIM) executed?

The exchange agreements were executed on September 3, 2026 and September 4, 2026, each with a corresponding partitioned promissory note related to the original November 18, 2025 Promissory Note.

Did AIM shareholders approve the conversion of the Promissory Note?

Yes. AIM’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.

Is the issuance of AIM’s exchange shares registered under the Securities Act?

No. The exchange shares were or will be issued under the Section 3(a)(9) exemption from Securities Act registration, as securities exchanged with an existing security holder where no commission or other remuneration is paid for soliciting the exchange.

Who is the lender involved in AIM’s note exchange transaction?

The lender is Streeterville Capital, LLC, which holds the Promissory Note dated November 18, 2025 and entered into the September 3 and 4, 2026 exchange agreements and corresponding partitioned promissory notes with AIM.

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

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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): September 3, 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 September 3, 2026 and September 4, 2026, AIM ImmunoTech Inc. (the “Company”) entered into a total of two 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 November 18, 2025 (the “Promissory Note”). Pursuant to the Exchange Agreements and Partitioned Promissory Notes, the Company and the Lender converted approximately $450,000 of the Promissory Note into 1,921,441 shares (the “Exchange Shares”) of the Company’s common stock, at an average conversion price of approximately $0.234 per share.

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 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 10, 2026	AIM ImmunoTech Inc.
	By:	/s/ Thomas K. Equels
		Thomas K. Equels
		Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 39.8 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB