{"url_path":"/sec/aim/8-k/2026-06-11/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":"2026-06-11","source_url":"https://www.sec.gov/Archives/edgar/data/946644/0001493152-26-028283-index.html","accession_number":"0001493152-26-028283","cik":"0000946644","ticker":"AIM","issuer_name":"AIM ImmunoTech Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/946644/0001493152-26-028283-index.html","primary_entity_key":"0000946644","primary_entity_name":"AIM ImmunoTech Inc."},"word_count":945,"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\nJune 9, 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 2,554,119 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common\nStock”), of the Company, at an offering price of $0.5189 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, 771,503 shares\nof Common Stock at a per share price of $0.5189 (the “Unregistered Shares”), pre-funded warrants (the “Pre-Funded Warrants”)\nto purchase up to an aggregate of 1,782,616 shares of Common Stock (the “Pre-Funded Warrant Shares”) at an exercise price\nof $0.001, and Class J warrants (the “Class J Warrants”) to purchase up to 10,216,476 shares of Common Stock (the “Class\nJ Warrant Shares”), at an exercise price of $0.5189 per share. The Pre-Funded Warrants are immediately exercisable and do not expire\nuntil exercised in full. The Class J Warrants will become exercisable beginning on the effective date of stockholder approval of the\nissuance of the Class J Warrant Shares underlying the Class J Warrants (such date, the “Stockholder Approval Date”), and\nwill 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 $1.3 million, before deducting offering expenses\npayable by the Company. In addition, if the holders of the Pre-Funded Warrants and Class J Warrants exercise such warrants in full for\ncash, the Company would receive additional gross proceeds of approximately $5.3 million. However, the Company cannot predict when or\nif the Pre-Funded Warrants or Class J Warrants will be exercised for cash or exercised at all. The Pre-Funded Warrants and Class J Warrants\nare exercisable on a cashless basis if, at the time of exercise, there is no effective registration statement registering, or no prospectus\ncontained therein is available for, the resale of the Pre-Funded Warrant Shares issuable upon exercise of the Pre-Funded Warrants and\nClass J Warrant Shares issuable upon exercise of the Class J Warrants.\n\n \n\nThe\nRegistered Offering and concurrent private placement (collectively, the “Offerings”) are expected to close on or about June\n10, 2026 (the “Closing Date”), subject to the satisfaction of customary closing conditions.\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\nCompany has agreed to file a registration statement on Form S-1 providing for the resale of the Unregistered Shares, Pre-Funded Warrant\nShares, and Class J Warrant Shares within ten calendar days of the Closing Date and to use commercially reasonable efforts to cause such\nregistration statement to become effective within 60 days (or 90 days in the event of a “full review” by the SEC) and to\nkeep such registration statement effective at all times until the time that no holder owns any Unregistered Shares, Pre-Funded Warrant\nShares, or Class J Warrant Shares\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 June 9, 2026 (the “Placement Agency\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\n(the “Placement Agent Warrants”) to purchase 306,494 shares of Common Stock (the “Placement Agent Warrant Shares”),\nwhich is equal to 6.0% of the aggregate number of shares of Common Stock, including Pre-Funded Warrant Shares issuable upon exercise\nof such Pre-Funded Warrants, issued in the Offerings. The Placement Agent Warrants will have substantially the same terms as the Class\nJ Warrants being offered in the concurrent private placement, except that the Placement Agent Warrants will have an exercise price of\n$0.6486 and expire five years from the commencement of the sales pursuant to the Offerings. In addition, the Placement Agent Warrants\nprovide for piggyback registration rights upon request, in certain cases. The Placement Agency Agreement also includes customary indemnification\nand contribution provisions in favor of the Placement Agent.\n\n \n\nThe\nforegoing descriptions of the Purchase Agreement, Class J Warrants, Pre-Funded Warrants, Placement Agency Agreement, and Placement Agent\nWarrants are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1, 4.1, 4.2,\n10.2, and 4.3 to this Current Report 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 hereto as Exhibit 5.1."}