AIM ImmunoTech Inc.
Items (5)
Item 1.01 Entry into a Material Definitive Agreement. Warrant Agency Agreement On March 6, 2026, in connection with the closing of its previously announced Rights Offering (defined below), AIM ImmunoTech Inc. (the “ Company EQ
Item 3.03 Material Modification to Rights of Security Holders. The disclosure contained in Item 5.03 of this report is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On March 4, 2026, the Company filed a Certificate of Designation of Preference, Rights and Limitations of Series G Convertible Preferred Stock (the “ Certificate of Designation Series G Preferred Stock Each share of Series G Preferred Stock will be convertible, at the option of the holder at any time, into the number of shares of the Company’s common stock, par value $0.001 per share (the “ Common Stock In the event the Company effects certain mergers, consolidations, sales of substantially all of its assets, tender or exchange offers, reclassifications or share exchanges in which the Common Stock is effectively converted into or exchanged for other securities, cash or property, the Company consummates a business combination in which another person acquires 50% of the outstanding shares of Common Stock, then, upon any subsequent conversion of the Series G Preferred Stock, the holders of the Series G Preferred Stock will have the right to receive any shares of the acquiring corporation or other consideration it would have been entitled to receive if it had been a holder of the number of shares of Common Stock then issuable upon conversion in full of the Series G Preferred Stock. Holders of Series G Preferred Stock shall be entitled to receive dividends (on an as-if-converted-to-common-stock basis) in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of Common Stock. Except as otherwise provided in the Certificate of Designation or as otherwise required by law, the Series G Preferred Stock has no voting rights. Upon the Company’s liquidation, dissolution or winding-up, whether voluntary or involuntary, holders of Series G Preferred Stock will be entitled to receive out of the assets, whether capital or surplus, of the Company the same amount that a holder of Common Stock would receive if the Series G Preferred Stock were fully converted (disregarding for such purpose any conversion limitations under the Certificate of Designation) to Common Stock, which amounts shall be paid pari passu with all holders of Common Stock. The Company is not obligated to redeem or repurchase any shares of Series G Preferred Stock. Shares of Series G Preferred Stock are not otherwise entitled to any redemption rights, or mandatory sinking fund or analogous provisions. The foregoing descriptions of the Certificate of Designation and the Series G Preferred Stock are not complete and are qualified in their entirety by reference to the full text of the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this report and incorporated by reference herein.
Item 8.01 Other Events. On March 6, 2026, the Company completed its previously announced rights offering (the “ Rights Offering SEC
Item 9.01 Financial Statements and Exhibits. Exhibit Description No. ───────────────────────────────────────────────────────────────────────────────────────────────────── 1.1 Dealer-Manager Agreement between the Company and Maxim Group, LLC 3.1 Certificate of Designation of Series G Preferred Stock 4.1 Form of Class G Warrant 10.1 Form of Warrant Agency Agreement between the Company and Equiniti Trust Company, LLC 104 Cover SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AIM Dated: /s/ Thomas K. Equels Thomas