{"url_path":"/sec/aim/8-k/2026-05-21/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/946644/0001493152-26-024760-index.html","accession_number":"0001493152-26-024760","cik":"0000946644","ticker":"AIM","issuer_name":"AIM ImmunoTech Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/946644/0001493152-26-024760-index.html","primary_entity_key":"0000946644","primary_entity_name":"AIM ImmunoTech Inc."},"word_count":929,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\n**Securities\nPurchase Agreement**\n\n \n\nOn\nMay 20, 2026, AIM ImmunoTech Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)\nwith institutional investors (the “Investors”), pursuant to which the Company agreed to issue and sell to such investors\nin a registered direct offering 7,519,351 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common\nStock”), of the Company, at an offering price of $0.325 per share (such registered direct offering, the “Registered Offering”).\n\n \n\nPursuant\nto the Purchase Agreement, the Company also agreed to issue and sell to such Investors, in a concurrent private placement, warrants to\npurchase up to 15,038,702 shares of Common Stock (the “Common Warrants”), at an exercise price of $0.325 per share. The Common\nWarrants will become exercisable beginning on the effective date of stockholder approval of the issuance of the shares underlying the\nCommon Warrants (such date, the “Stockholder Approval Date”), and will expire five years after the Stockholder Approval Date.\n\n \n\nThe\ngross proceeds to the Company from the Registered Offering are expected to be approximately $2.4 million, before deducting offering expenses\npayable by the Company. In addition, if the holders of the unregistered warrants exercise such warrants in full for cash following stockholder\napproval, the Company would receive additional gross proceeds of approximately $4.9 million. However, the Company cannot predict when\nor if the Common Warrants will be exercised for cash or exercised at all. The Common Warrants are exercisable on a cashless basis if, at the time of exercise, there is no effective registration\nstatement registering, or no prospectus contained therein is available for, the resale of the shares of Common Stock issuable upon exercise\nof the Common Warrants.\n\n \n\nThe\nRegistered Offering and concurrent private placement (collectively, the “Offerings”) are expected to close on or about May\n21, 2026, subject to the satisfaction of customary closing conditions. Upon closing of the Offerings,\nthe Company anticipates it will have at least $6.0 million in stockholders' equity.\n\n \n\nThe\nPurchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification\nobligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”),\nother obligations of the parties, and termination provisions. The representations, warranties and covenants contained in the Purchase\nAgreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties\nto such agreement and may be subject to limitations agreed upon by the contracting parties.\n\n \n\nThe\nShares were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-286319), which was declared\neffective by the Securities and Exchange Commission (the “SEC”) on July 3, 2025, and the base prospectus contained therein,\nand a prospectus supplement thereto that will be filed by the Company with the SEC.\n\n \n\nThe\nCommon Warrants and the shares of Common Stock issuable upon the exercise of such Common Warrants (the “Common Warrant Shares”)\nwere offered pursuant to the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”)\nand/or Rule 506(b) of Regulation D promulgated thereunder.\n\n \n\nThe\nCompany has agreed to file a registration statement on Form S-1 providing for the resale of the Common Warrants and Common Warrant Shares\non or prior to June 8, 2026 and to use commercially reasonable efforts to cause such registration statement to become effective within\n60 days (or 90 days in the event of a “full review” by the SEC) and to keep such registration statement effective at all times\nuntil the time that no Holder owns any Common Warrants or Common Warrant Shares issuable upon exercise thereof. The securities to be included\non the registration statement required to be filed will be included on the same registration statement required to be filed in accordance\nwith the terms of the inducement agreement entered into on May 8, 2026.\n\n \n\n \n\n \n\n \n\n**Placement\nAgency Agreement**\n\n \n\nIn\nconnection with the Offerings, the Company also entered into a placement agency agreement, dated May 20, 2026 (the “Placement Agent\nAgreement”), with Ladenburg Thalmann & Co. Inc. (the “Placement Agent”), pursuant to which the Company agreed to\npay the Placement Agent a cash fee equal to 8.0%, and a management fee equal to 0.75%, of the aggregate gross proceeds of the Offerings,\nand reimbursed the Placement Agent for certain expenses and legal fees. The Company also agreed to issue to the Placement Agent warrants\nto purchase 451,161 share of Common Stock (the “Placement Agent Warrants”), which represents 6.0% of the aggregate number\nof Shares issued in the Registered Offering. The Placement Agent Warrants will have substantially the same terms as the Common Warrants\nbeing offered in the concurrent private placement, except that the Placement Agent Warrants will have an exercise price of $0.40625 and\nexpire five years from the commencement of the sales pursuant to the Offerings. In addition, the Placement Agent Warrants provide for\npiggyback registration rights upon request, in certain cases. The Placement Agency Agreement also includes customary indemnification and\ncontribution provisions in favor of the Placement Agent.\n\n \n\nThe\nforegoing descriptions of the Purchase Agreement, Common Warrants, Placement Agency Agreement, and Placement Agent Warrants are qualified\nin their entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1, 4.1, 10.2, and 4.2 to this Current\nReport on Form 8-K, respectively, and incorporated herein by reference.\n\n \n\nA\ncopy of the legal opinion and consent of Thompson Hine LLP relating to the Shares is attached\nhereto as Exhibit 5.1."}