[Form 4] Progressive Corporation Insider Trading Activity

Rhea-AI Filing Summary

AIM ImmunoTech Inc. (NYSE American: AIM) has filed Amendment No. 3 to its Form S-1 to register a reasonable best-efforts offering of up to 1,052,631 Units at an assumed $9.50 per Unit, for gross proceeds of approximately $10 million and estimated net proceeds of ~$9 million. Each Unit comprises one share (or one pre-funded warrant) plus one five-year Class E warrant and one 18-month Class F warrant, both exercisable at 100 % of the public offering price. The Units are immediately separable; the warrants and pre-funded warrants will not be listed.

Key corporate actions and capital structure:

• Reverse split: 1-for-100 effected 12 June 2025; trading resumed on NYSE American 17 June 2025.
• Shares outstanding: 764,188 post-split (prior to the offering); 1,816,819 pro forma if all Units are sold and no warrants exercised.
• Capitalization (31 Mar 2025): cash & equivalents $2.247 m; stockholders’ equity negative $3.857 m; short-term debt $1.95 m (includes Streeterville note).
• Recent financing: $310 k unsecured bridge loan from Streeterville Capital on 30 Jun 2025 (net $250 k, OID $50 k, due in 120 days; early-pay discount possible); prior $3.301 m note maturing Feb 2026 with $250 k monthly payments (currently paid in stock).

Listing and regulatory status:

• AIM is not in compliance with NYSE American equity requirement (<$6 m equity). The exchange accepted a remediation plan requiring compliance by 11 June 2026; failure could lead to delisting.
• The company qualifies as a smaller reporting company and uses reduced disclosure requirements.

Use of proceeds (priority order): clinical program advancement, manufacturing costs, payables, potential repayment of Streeterville note or early-payment discount, and general working capital. There is no minimum raise, no escrow, and the placement agent (Maxim Group) will receive a 7 % cash fee plus warrants for 5 % of Units sold.

Risk profile highlights from the filing:

• Going-concern uncertainty due to accumulated deficits and negative equity.
• Potential dilution; illustrative dilution $7.87 per share at assumed pricing.
• Possible delisting if equity rule not satisfied.
• No active market expected for the newly issued warrants or pre-funded warrants.

The amendment reflects the reverse split, trading suspension and reinstatement, and updates capitalization and dilution tables accordingly.

Insights

Equity Research Analyst

TL;DR – Small $10 m raise shores up liquidity but leaves compliance, going-concern and dilution risks unresolved.

The amended S-1 seeks only ~$9 m net, modest relative to AIM’s cumulative deficit and R&D needs. Proceeds, if fully raised, would move stockholders’ equity from –$3.9 m to roughly +$2 m, still below the $6 m exchange threshold, meaning the company will need additional capital before June 2026. The reverse split restored per-share price but not fundamentals; high warrant coverage (two warrants per share) signals investor demand for upside optionality rather than confidence in near-term cash flows. Cash burn remains unquantified here, but with only $2.2 m on 31 Mar 2025 and a $250 k monthly Streeterville obligation, the raise mainly extends runway rather than funds pivotal trials. Overall impact neutral: provides temporary relief with significant residual risk.

Risk & Governance Specialist

TL;DR – Filing underscores material risk: negative equity, going-concern warning and contingency-free offering increase downside.

From a risk perspective, AIM’s capital structure is fragile: negative equity, repeated reliance on high-discount bridge notes, and a best-efforts raise with no minimum or escrow expose subscribers to execution risk. If less than the maximum is sold, the company may remain under-capitalised and still face delisting. The 1-for-100 split, while compliant with price rules, amplifies dilution mechanics: only 764 k shares outstanding yet over 2.1 m new warrants plus placement agent instruments could triple the fully diluted share count. Going-concern language and the possibility of ‘penny-stock’ status post-delisting further elevate risk. I assign a negative impact rating.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bauer Jonathan S.

(Last) (First) (Middle)

300 NORTH COMMONS BLVD.

(Street)

MAYFIELD VILLAGE OH 44143

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PROGRESSIVE CORP/OH/ [ PGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Investment Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	07/11/2025		A		5.241		(2)	(3)	Common	5.241	$0	12,943.867	D

Explanation of Responses:

1. Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.

2. These units, which were acquired upon the reinvestment of dividend equivalents, will vest at the same time as the Restricted Stock Units to which they relate.

3. Expiration Date is the same as the Date Exercisable.

	/s/ Sarah R. D'Amore, By Power of Attorney	07/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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