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ImmunoTech Inc. filed Amendment No. 3 to its Form S-1 registration statement as an exhibits-only update, amending Item 16(a) in Part II while leaving the remainder of the registration statement unchanged.
The amendment provides a detailed estimate of issuance and distribution expenses totaling $272,262, including an SEC registration fee of $4,971.60, a FINRA filing fee of $5,900.00, and legal, accounting, agent and miscellaneous fees. It also restates Delaware law-based indemnification provisions for directors and officers, summarizes prior unregistered securities issuances to executives and directors under Section 4(a)(2) and Rule 701, lists extensive material contracts and corporate documents as exhibits, and includes standard Securities Act undertakings and signature blocks.
ImmunoTech Inc. filed a current report describing new investor and clinical update materials. The company furnished a February 2026 corporate presentation, a DURIPANC year-end interim clinical progress update, and a February 5, 2026 press release as exhibits, noting these are furnished rather than filed for liability purposes.
The update relates to an ongoing Phase I/II open-label study combining durvalumab (Imfinzi) and rintatolimod (Ampligen) in pancreatic cancer patients with stable disease after FOLFIRINOX therapy. ImmunoTech emphasizes that Ampligen is still under evaluation across several diseases and that significant additional testing and human trials are required, with no assurance of successful or favorable outcomes.
ImmunoTech Inc. is launching a rights offering registering subscription rights to purchase up to 12,000 Units, each with one Series G Convertible Preferred share, plus securities convertible into up to 9,996,000 common shares and exercisable for up to 19,992,000 additional common shares.
Each Unit is offered at a $1,000 subscription price, with one non-transferable right per common share (including shares underlying participating options and warrants) held as of February 10, 2026, and an over-subscription privilege. The offer is best-efforts, with no minimum proceeds and an expected net raise of about $10.65 million if fully subscribed.
The company plans to use proceeds for general corporate purposes, clinical and manufacturing costs for prospective Phase 2/3 pancreatic cancer trials, and repayment of certain debt. The offering also supports efforts to regain NYSE American equity compliance while advancing Ampligen-based oncology, antiviral, ME/CFS and post-COVID programs.
ImmunoTech Inc. is conducting a rights offering of 12,000 Units at $1,000 per Unit, each Unit consisting of one share of Series G Convertible Preferred Stock and 1,492 warrants. The preferred shares are convertible into up to 8,952,000 shares of common stock, and the warrants are exercisable for up to 17,904,000 additional common shares at $1.34 per share for five years.
Existing common stockholders and holders of specified options and warrants as of 5:00 p.m. Eastern on February 4, 2026 receive one non-transferable subscription right per share, with a basic right to buy one Unit and an over-subscription privilege, subject to proration and a 19.99% ownership cap. The rights expire at 5:00 p.m. Eastern on February 23, 2026, and the offering is on a best-efforts basis with no minimum.
Assuming full subscription, ImmunoTech expects net proceeds of about $10.65 million, excluding any warrant exercises, and could receive an additional $23.99 million if all warrants are later exercised for cash. The company plans to use proceeds for general corporate purposes, including clinical and manufacturing costs for pancreatic cancer trials, and to repay certain existing debt, while highlighting significant dilution, liquidity and NYSE American listing risks.
AIM ImmunoTech Inc. filed a current report describing that it has furnished to warrant holders two notices dated January 20, 2026, detailing changes and modifications to its Class E and Class F Common Stock Purchase Warrants. These notices, included as Exhibits 99.1 and 99.2, outline revised terms for those existing warrants but are provided for information purposes under Regulation FD and are not deemed filed under securities laws. The company also reiterates standard forward-looking statement cautions and emphasizes that further clinical testing is required to determine the effectiveness of its product candidate Ampligen® across various conditions.
AIM ImmunoTech Inc. furnished its January 2026 Corporate Presentation as an exhibit to this report. The presentation is provided under Regulation FD to share updated corporate information with the market and is designated as “furnished,” meaning it is not treated as filed for certain liability purposes under federal securities laws.
The company reiterates that the presentation may contain forward-looking statements about its drug candidate Ampligen®, including current and anticipated future activities in viral diseases, cancers, and immune-deficiency disorders. AIM emphasizes that significant additional testing and human clinical trials are required, results from animal studies may not predict human outcomes, and there is no assurance that ongoing or planned clinical trials will be successful, yield favorable data, or proceed as expected. The company directs readers to the risk factors in its latest annual and quarterly reports for a fuller discussion of risks.
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.