Item 3.02 Unregistered Sales of Equity Securities. As previously reported, AIM ImmunoTech Inc. (the “ Company”) entered into that certain warrant exercise inducement offer letter agreement, dated May 7, 2026 (the “ Inducement Letter”) with holders (the “ Holders”) of (i) Class A and Class B warrants to purchase common stock, par value $0.001 per share (the “ Common Stock”), of the Company, issued on May 31, 2024; (ii) Class C and Class D Common Stock purchase warrants issued on September 30, 2024; and (iii) Class E and Class F Common Stock purchase warrants issued on July 31, 2025 (collectively, the “ Existing Warrants”). Pursuant to the Inducement Letter, the Holders agreed to exercise the Existing Warrants for cash certain of their Existing Warrants to purchase an aggregate of 7,451,920 shares of Common Stock at a reduced exercise price of $0.48 per share (the “ Reduced Exercise Price”) in exchange for the Company’s agreement to issue new Class H warrants to purchase an aggregate of up to 14,903,840 shares of Common Stock (the “ Inducement Warrants”) at an exercise price of $0.60 per share, exercisable on or after the Stockholder Approval Date (as defined in the Inducement Letter) for a period of five years (the “ Inducement Transaction”). On May 8, 2026, the Company closed the Inducement Transaction and received aggregate gross proceeds of approximately $3.6 million and issued the Inducement Warrants. Ladenburg Thalmann & Co. Inc. acted as placement agent (the “ Placement Agent”) in connection with the Inducement Transaction and received a cash fee of approximately $285,000, equal to 8.0% of the aggregate gross proceeds, $50,000 for expenses incurred in connection with the offering, and approximately $26,000, representing a management fee equal to 0.75% of the aggregate gross proceeds. The Company also issued to the Placement Agent warrants (the “ Placement Agent Warrants”) to purchase up to 6.0% of the aggregate number of shares of Common Stock issued upon exercise of the Existing Warrants pursuant to the Inducement Letter (the “ Placement Agent Warrant Shares”). The Placement Agent Warrants have substantially the same terms as the Inducement Warrants, except that the Placement Agent Warrants will be exercisable until the five-year anniversary of the date of issuance, will have an exercise price equal to 125% of the Reduced Exercise Price, and will include piggyback registration rights that are triggered if there is not an effective registration statement covering all of the Placement Agent Warrant Shares while the Placement Agent Warrants are outstanding. The Company issued the Inducement Warrants and the Placement Agent Warrants pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “ Securities Act”), available under Section 4(a)(2). Neither such warrants nor the shares of Common Stock underlying the warrants have been registered under the Securities Act, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. The Placement Agent Warrant is attached hereto as Exhibit 4.1. The description of the terms of the Placement Agent Warrant is not intended to be complete and is qualified in its entirety by reference to such exhibit. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities of the Company. Item. 9.01. Financial Statements and Exhibits. Exhibit Description No. ────────────────────────────────────────────────────────────────────────────────────── 4.1 Form of Placement Agent Warrant 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