AIM ImmunoTech Inc. has entered into definitive agreements for a registered direct offering and concurrent private placement priced at-the-market under NYSE American rules for gross proceeds of approximately $2.65 million, before deducting placement agent commissions and other offering expenses. The company intends to use the net proceeds for the manufacture of clinical drug supply, current and planned Phase 3 clinical trial activities, and working capital purposes. Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent for the offering.

Offering Details

The offering is expected to close on or about June 10, 2026, subject to the satisfaction of customary closing conditions. In the registered direct offering, the company will issue and sell 2,554,119 shares of common stock, par value $0.001, at a purchase price of $0.5189 per share. In a concurrent private placement, the company will issue and sell an aggregate of 2,554,119 unregistered shares of Common Stock at the same purchase price.

Warrant Terms

As part of the private placement, the company will issue unregistered Class J warrants to purchase up to 10,216,476 shares of Common Stock. The Class J Warrants will have an exercise price of $0.5189 per share, will be exercisable subject to stockholder approval, and will expire five years from the initial exercise date.

Regulatory Compliance

The registered shares are being offered and sold pursuant to a prospectus supplement to be filed with the Securities and Exchange Commission (SEC) in connection with a takedown from the company's shelf registration statement on Form S-3 (File No. 333-286319), which was declared effective by the SEC on July 3, 2025. The unregistered shares and Class J Warrants will be issued in a concurrent private placement in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933 and Regulation D.

AIM ImmunoTech has filed a prospectus for the resale of up to an aggregate of 31,287,933 shares of its common stock by selling stockholders. The shares, with a par value of $0.001 per share, include those issuable upon the exercise of Class H and Class I Warrants, as well as placement agent warrants issued to Ladenburg Thalmann & Co., Inc. The company's common stock is listed on NYSE American under the symbol 'AIM' and was last quoted at $0.52 per share on June 5, 2026.

Breakdown of Shares

The resale offering consists of four distinct categories of shares:

The Class H Warrants and Warrant Inducement Placement Agent Warrants were issued in connection with a warrant inducement transaction that closed on May 8, 2026. The Class I Warrants and May Offering Placement Agent Warrants were issued in connection with a registered direct offering and concurrent private placement that closed on May 21, 2026.

Warrant Details

The Class H and Class I Warrants are collectively referred to as the 'Warrants,' while the placement agent warrants are referred to as the 'Placement Agent Warrants.' The shares underlying the Warrants are called 'Warrant Shares,' and those underlying the Placement Agent Warrants are called 'Placement Agent Warrant Shares.' Ladenburg Thalmann & Co., Inc. served as the placement agent for both transactions.