Aim Immunotech SEC Filings

AIM ImmunoTech Inc. held its 2025 annual meeting of stockholders on December 16, 2025. A quorum was present, with 1,144,383 of 2,764,188 common shares represented in person or by proxy.

Stockholders voted on four proposals. All director nominees were elected, with individual support ranging from 243,183 to 280,350 votes in favor. Stockholders also strongly supported retaining BDO USA, P.C. as independent registered public accounting firm for 2025, with 1,104,780 votes for and 29,754 against.

The non-binding advisory vote on executive compensation saw 193,668 votes for, 115,337 against, 2,505 abstentions and 833,173 broker non-votes. Although a majority of votes cast supported the pay package, it did not receive the required majority in voting power represented and entitled to vote, and therefore was not approved. In a separate advisory vote on frequency of say-on-pay, 284,856 votes favored annual votes, and the board decided to hold this vote every year.

AIM ImmunoTech Inc. reported another loss-making quarter while facing serious financial pressures and exchange-listing risks. For the three months ended September 30, 2025, revenue from clinical treatment programs was only $26,000, against operating expenses of $2.5 million, leading to an operating loss of $2.4 million and a net loss of $3.3 million. For the first nine months of 2025, the company recorded a net loss of $9.8 million, compared with $11.4 million a year earlier. Cash and cash equivalents were $2.3 million, while total assets were $5.5 million and total liabilities $11.6 million, resulting in a stockholders’ deficit of $6.1 million. A new warrant liability of $7.3 million was recorded after an August 2025 equity and warrant financing. Management states that recurring losses, a working capital deficit and sub-minimum equity raise substantial doubt about the company’s ability to continue as a going concern. AIM executed a 1-for-100 reverse stock split in June 2025 to address low trading prices, and its stock was reinstated on NYSE American, but it must lift stockholders’ equity to at least $6.0 million by June 11, 2026 to remain in compliance.

Aim ImmunoTech Inc. filed a notice that it will be late filing its Form 10-Q for the quarter ended September 30, 2025, citing delays in completing its review and the need for more time to compile and verify data. The company expects to file the report within the allowed extension period.

Preliminary figures for the three months ended September 30, 2025 show revenues of approximately $26,000, down from about $35,000 a year earlier, while net loss is expected to narrow to roughly $3,284,000 from about $3,700,000. For the nine-month period, revenue is expected to decrease to around $67,000 from about $125,000, with net loss improving to roughly $9,783,000 from about $11,353,000.

Net loss per share – basic and diluted – is expected to be about $(1.57) for the quarter versus $(6.00) a year earlier, and $(8.18) for the nine months versus $(21.00) in the prior-year period, indicating a smaller loss spread over the company’s share base.

AIM ImmunoTech Inc. launched an at-the-market offering of up to $2,288,760 of common stock under a new Equity Distribution Agreement with Maxim Group LLC, acting as sales agent. Shares may be sold from time to time on the NYSE American or through other permitted methods, with Maxim earning a 3.0% commission on gross proceeds. The program is conducted under Form S-3 General Instruction I.B.6, which limits sales to one-third of the aggregate market value of non‑affiliate shares.

The company notes non‑affiliate market value of approximately $7,704,936 based on 2,675,325 non‑affiliate shares at $2.88 as of September 25, 2025, leaving $2,288,760 available under the cap. The last reported sale price was $2.62 on October 27, 2025. Shares outstanding were 2,764,188 as of October 27, 2025. On an illustrative basis, the company shows up to approximately 3,637,761 shares outstanding after this offering, assuming 873,573 shares sold at $2.62. Net proceeds, if any, will be used for working capital and general corporate purposes. The filing highlights risks including dilution, price volatility, and broad discretion in use of proceeds.

AIM ImmunoTech Inc. reported that it filed its amended and restated Certificate of Incorporation as Exhibit 3.1(i). The updated certificate is consolidated through October 29, 2025 and supersedes prior exhibit pieces.

The filing lists exhibits under Item 9.01 and includes the Cover Page Inline XBRL file. AIM’s common stock trades on the NYSE American under the symbol AIM.

AIM ImmunoTech Inc. filed its definitive proxy for the 2025 Annual Meeting. The virtual meeting is set for December 16, 2025 at 11:00 a.m. Eastern Time. Stockholders of record at the close of business on October 24, 2025 may vote; shares outstanding and entitled to vote were 2,764,188 as of the record date.

The Board recommends voting FOR all five director nominees—Nancy K. Bryan, Thomas K. Equels, Ted D. Kellner, David I. Chemerow and William M. Mitchell—FOR ratification of BDO USA, P.C. as independent auditor for the fiscal year ending December 31, 2025, FOR approval, on an advisory basis, of named executive officer compensation, and selecting 1 YEAR for the frequency of future say‑on‑pay votes.

Directors will be elected by a plurality of votes cast; Proposals 2–4 require a majority in voting power of shares represented and entitled to vote. Quorum is 33 and 1/3% of shares entitled to vote. Proxies are being solicited by the Board; Sodali & Co. has been engaged to assist, for a fee of $20,000 plus expenses. AIM notes it is a smaller reporting company using scaled disclosures. Materials, including the 2024 Form 10‑K, are available via the company’s website and the SEC.