[S-8] AIM ImmunoTech Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

AIM ImmunoTech Inc. ("AIM") has filed a Form S-8 to register 15,283 additional shares of common stock for issuance under its Amended and Restated 2018 Equity Incentive Plan. The newly registered shares result from the plan’s evergreen provision, which automatically increases the share pool each 1 July by 2% of the company’s then-outstanding common stock. The filing incorporates by reference six prior S-8 registrations and the company’s periodic SEC reports, thereby limiting new disclosure to the incremental share registration and updated exhibits.

The Form S-8 is a routine administrative filing that enables AIM to continue granting equity awards to employees, directors and consultants without preparing a separate prospectus for each issuance. Key exhibits include the plan document, legal opinions and auditor consents. Because only 15,283 shares are being added, the transaction represents a small potential dilution to existing shareholders while supporting AIM’s ability to attract and retain talent through equity incentives.

Insights

Financial Analyst

TL;DR: Routine S-8 adds 15,283 plan shares; negligible financial impact, minor dilution.

This filing merely registers extra shares arising from the 2% evergreen feature of AIM’s 2018 equity plan. No cash is raised, and there is no effect on revenue, earnings or liquidity. Assuming AIM has several million shares outstanding, the 15,283 incremental shares represent a fraction of one percent dilution—immaterial for valuation models. Investors should view the action as standard compensation housekeeping rather than a catalyst.

Corporate Governance Expert

TL;DR: Administrative move keeps incentive plan compliant; governance neutral.

The evergreen mechanism automates annual share replenishment, so Board approval and shareholder votes are not required each year. While continuous dilution can accumulate over time, this particular increment is small. The filing contains all customary consents and powers of attorney, indicating proper procedural execution. From a governance standpoint, transparency is adequate and risk limited, making the event non-impactful to shareholder rights.

 

As filed with the Securities and Exchange Commission on July 15, 2025

 

Registration No. 333—               

 

 

 

United States

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

 REGISTRATION STATEMENT

Under the Securities Act of 1933

 

AIM IMMUNOTECH INC.

(Exact name of registrant as specified in its charter)

 

Delaware	 	52-0845822
(State or jurisdiction of incorporation or organization)	 	(I.R.S. Employer Identification Number)

 

2117 SW Highway 484, Ocala FL 34473

(Address of Principal Executive Offices)(Zip Code)

 

 

 

AIM IMMUNOTECH INC. AMENDED AND RESTATED

2018 EQUITY INCENTIVE PLAN*

(full title of the plan)

 

* See Explanatory Note on Following Page.

 

Thomas K. Equels, Chief Executive Officer

AIM ImmunoTech Inc.

2117 SW Highway 484, Ocala FL 34473

(352) 448-7797

(Name, Address & Telephone number, including area code, of agent for service)

 

Copies to:

Richard Feiner, Esq.

Silverman Shin & Schneider PLLC

Wall Street Plaza

88 Pine Street – 22^nd Floor

New York, New York 10005

(212) 779-8600

Fax (917) 720-0863

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
 	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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement registers additional shares of common stock of AIM ImmunoTech Inc. (the “Company”) under the Company’s Amended and Restated 2018 Equity Incentive Plan (the “Plan”). The number of shares of the Company’s common stock available for grant and issuance under the Plan is subject to an annual increase on July 1 of each calendar year, by an amount equal to two percent (2%) of the then outstanding shares of the Company’s common stock (the “2018 Plan Evergreen Provision”). On July 1, 2025, the number of shares of the Company’s common stock available for grant and issuance under the 2018 Plan increased by 15,283 shares. This Registration Statement registers the additional 15,283 shares available for grant and issuance under the 2018 Plan pursuant to the 2018 Plan Evergreen Provision.

 

Pursuant to Instruction E of Form S-8, the contents of the Company’s prior registration statement on Form S-8 registering Common Stock under the Plan (File No. 333-227543), filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 26, 2018, as amended by a Registration Statement on Form S-8 registering Common Stock under the Plan (File No. 333-240315) filed with the Commission on August 3, 2020, as amended by a Registration Statement on Form S-8 registering Common Stock under the Plan (File No. 333-257614) filed with Commission on July 1, 2021, as amended by a Registration Statement on Form S-8 registering Common Stock under the Plan (File No. 333-265989) filed with Commission on July 1, 2022, as amended by a Registration Statement on Form S-8 registering Common Stock under the Plan (File No. 333- 273104) filed with Commission on July31, 2023, as amended by a Registration Statement on Form S-8 registering Common Stock under the Plan (File No. 333-333-280646) filed with Commission on July 1, 2024 (collectively, the “Prior Registration Statement”) is hereby incorporated by reference herein, and the information otherwise required by Form S-8 is omitted, except that the provisions contained in Part II of the Prior Registration Statement are modified as set forth in this Registration Statement.

 

 

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

 

The information required by Part I of this Registration Statement on Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the Registration Statement on Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the AIM ImmunoTech Inc. Amended and Restated 2018 Equity Incentive Plan covered by this Registration Statement as required by Rule 428(b) (1).

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The Commission allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. We hereby incorporate by reference into this registration statement the following documents previously filed with the Commission:

 

●	Our Annual Report on Form 10-K for the year ended December 31, 2024;
●	Our quarterly report on Form 10-Q for the quarter ended March 31, 2025;
●	Our Current Reports on Form 8-K filed with the SEC on April 4, 2025, April 7, 2025, May 1, 2025, June 12, 2025 and June 20, 2025;
●	A description of the Rights to purchase shares of our Series A Junior Participating Preferred Stock, which are attached to all shares of Common Stock, is contained in our registration statement on Form 8-A (SEC File No. 0-27072) filed on November 14, 2017, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
●	The description of the Registrant’s Common Stock contained in Exhibit 4.11 in our Annual Report on Form 10-K for the year ended December 31, 2024 (SEC File No. 0-27072) filed on March 27, 2025.

 

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

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Item 8. Exhibits.

 

Exhibit No.	 	Description
4.1	 	The AIM ImmunoTech Inc. Amended and Restated 2018 Equity Incentive Plan (incorporated by reference to exhibit 4.1 to the Company’s Registration Statement on Form S-8 (No. 333-240315) filed August 3, 2020).
4.2	 	Specimen certificate representing our Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly report on Form 10-Q (No. 001-27072) for the period ended September 30, 2024) filed on November 14, 2024.
4.3	 	Third Amended and Restated Rights Agreement, dated May 12, 2023 between AIM ImmunoTech Inc. (formerly, Hemispherx Biopharma, Inc.) and American Stock Transfer & Trust Company (n/k/a Equiniti Trust Company) (incorporated by reference to exhibit 4.6 to Amendment No. 3 to the Company’s Registration Statement on Form 8-A12B (No. 001-27072) filed May 15, 2023).
5.1	 	Opinion of Silverman Shin & Schneider PLLC, legal counsel.*
23.1	 	Consent of BDO USA, P.C.*
23.3	 	Consent of Silverman Shin & Schneider PLLC, legal counsel (included in Exhibit 5.1).
24.1	 	Powers of Attorney (included in Signature Pages to the Registration Statement on Form S-8).
107	 	Filing Fee Table.*

 

 

* Filed herewith.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant, AIM ImmunoTech Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Ocala, State of Florida, on the 15^th day of July, 2025.

 

AIM IMMUNOTECH INC.		 
(Registrant)		 
 	 	 
By:	/s/ Thomas K. Equels	 
 	Thomas K. Equels, Chief Executive Officer	 

 

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POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas K. Equels acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person in his name, place and stead, in any and all capacities, in connection with the Registrant’s Registration Statement on Form S-8 under the Securities Act of 1933, including, without limiting the generality of the foregoing, to sign the Registration Statement in the name and on behalf of the Registrant or on behalf of the undersigned as a director or officer of the Registrant, and any and all amendments or supplements to the Registration Statement, including any and all stickers and post-effective amendments to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorney-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed by the following persons in the capacities indicated on the dates indicated.

 

Signature	 	Title	 	Date
 	 	 	 	 
/s/ Thomas K. Equels	 	 	 	 
Thomas K. Equels	 	Chief Executive Officer	 	July 15, 2025
 	 	(Principal Executive) and Director	 	 
 	 	 	 	 
/s/ Robert Dickey IV	 	 	 	 
Robert Dickey IV	 	Chief Financial Officer	 	July 15, 2025
 	 	(Chief Accounting Officer)	 	 
 	 	 	 	 
/s/ William M. Mitchell	 	 	 	 
William M. Mitchell, M.D., Ph.D.	 	Director	 	July 15, 2025
 	 	 	 	 
/s/ Nancy K. Bryan	 	 	 	 
Nancy K. Bryan	 	Director	 	July 15, 2025
 	 	 	 	 
/s/ Ted D. Kellner	 	 	 	 
Ted Kellner	 	Director	 	July 15, 2025
 	 	 	 	 
/s/ David Chemerow	 	 	 	 
David Chemerow	 	Director	 	July 15, 2025

 

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FAQ

How many additional shares did AIM (AIM) register on Form S-8?

AIM registered 15,283 additional common shares for its 2018 Equity Incentive Plan.

What triggers the annual share increase under AIM’s 2018 plan?

An evergreen provision adds shares equal to 2% of outstanding common stock each 1 July.

Does this Form S-8 raise cash for AIM?

No. Form S-8 only registers shares for employee issuance; it does not involve a capital raise.

Will current shareholders experience dilution?

Yes, but the dilution is minor; only 15,283 new shares are being added to the pool.

Where is AIM ImmunoTech’s principal executive office?

The company is located at 2117 SW Highway 484, Ocala, FL 34473.