UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February 5~~March 4, 2026

AIM IMMUNOTECH INC.

(Exact name of registrant as specified in its charter)

Delaware	001-27072	52-0845822
(state or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

2117 SW Highway 484, Ocala FL		34473
2117 SW Highway 484, Ocala, FL		34473
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (352) 448-7797

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.001 per share		AIM		NYSE American

Item 71.01. ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

~~Furnished~~Warrant ~~herewith~~Agency as Exhibits 99.1, 99.2 and 99.3 are, respectively, the February 2026 Corporate Presentation, a Year-End Interim Clinical Progress Update on DURIPANC, and a February 5, 2026 press release of AIM ImmunoTech Inc. (“AIM,” “we,” “our” or “us”).Agreement

~~The~~On ~~information~~March 6, ~~including~~2026, ~~Exhibits~~in ~~99.1,~~connection ~~99.2~~with ~~and~~the ~~99.3~~closing ~~referenced~~of ~~herein,~~its ~~are~~previously ~~“furnished”~~announced ~~and~~Rights ~~shall~~Offering ~~not~~(defined bebelow), ~~deemed “filed”~~AIM ~~for~~ImmunoTech ~~purposes~~Inc. of(the ~~Section~~“Company”) entered 18into ofa ~~the~~Warrant ~~Securities~~Agency ~~Exchange~~Agreement ~~Act~~with ofEquiniti ~~1934~~Trust Company, asLLC ~~amended~~ (~~the~~ “~~Exchange Act~~EQ”), orpursuant ~~otherwise subject~~ to ~~the liabilities~~which ofEQ ~~that~~agreed ~~section.~~to Itact as ~~may~~warrant ~~only~~agent bewith ~~incorporated~~respect byto ~~reference~~warrants included in ~~another filing under~~ the ~~Exchange~~units ~~Act~~issued orby the ~~Securities~~Company ~~Act~~in ofthe ~~1933,~~Rights asOffering. ~~amended,~~A ifcopy ~~and~~of to the ~~extent~~Warrant ~~such~~Agency Agreement ~~subsequent~~is ~~filing~~filed ~~specifically~~as ~~references~~Exhibit ~~the information~~10.1 ~~herein~~to asthis ~~being~~report and is incorporated by reference ~~in such filing~~herein.

Item 83.~~01.~~03 ~~Other~~Material ~~Events~~Modification to Rights of Security Holders.

AThe ~~Phase~~disclosure ~~I/II~~contained ~~Open Label Study of Durvalumab (Imfinzi) and Rintatolimod (Ampligen)~~ in ~~pancreatic~~Item ~~cancer patients with stable disease Post-FOLFIRINOX is being conducted~~5.03 ~~Attached~~of ~~hereto as Exhibit 99.2 is an interim clinical progress update for~~ this ~~study~~report ~~which~~ is incorporated by reference herein. ~~Please see Exhibit 99.2 for more detailed information.~~

~~Cautionary~~Item ~~Statement~~5.03 ~~Regarding~~Amendments ~~Forward-Looking~~to ~~Statements~~Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~Some~~On ofMarch ~~the~~4, ~~statements~~2026, ~~included in~~ the ~~documents~~Company filed ~~herewith may be forward-looking statements that involve~~ a ~~number~~Certificate of ~~risks~~Designation ~~and~~of ~~uncertainties. Among other things~~Preference, ~~for~~Rights ~~those~~and ~~statements,~~Limitations ~~we claim the protection~~ of ~~safe~~Series ~~harbor~~G ~~for~~Convertible ~~forward-looking statements contained in the Private~~Preferred ~~Securities~~Stock Litigation Reform Act of 1995. Any forward-looking statements set forth in these documents speak only as of their date. We do not undertake to update any of these forward-looking statements to reflect events or circumstances that occur after (the ~~date~~“Certificate ~~thereof. We are in various stages~~ of ~~seeking~~Designation”) towith ~~determine whether Ampligen® will be effective in~~ the ~~treatment~~Delaware ofSecretary ~~multiple types~~ of ~~viral diseases,~~State ~~cancers,~~creating ~~and immune-deficiency disorders and the documents set forth our current and anticipated future activities. These activities are subject to change for~~ a ~~number~~new ofseries ~~reasons. Significant additional testing and trials will be required to determine whether Ampligen® will be effective in the treatment~~ of ~~these~~its ~~conditions. Results obtained in animal models do not necessarily predict results in humans.~~authorized ~~Human~~preferred ~~clinical~~stock, ~~trials~~par ~~will~~value ~~be necessary to prove whether or not Ampligen® will be efficacious in humans~~$0.01 Noper ~~assurance~~share, ~~can~~designated ~~be given~~ as ~~to whether current or planned clinical trials will be successful or yield favorable data and~~ the ~~trials~~“Series ~~are~~G ~~subject~~Convertible toPreferred ~~many~~Stock” ~~factors including lack of regulatory approval~~(~~s), lack of study drug, or a change in priorities at~~ the ~~institutions sponsoring other trials.~~“Series ~~Even~~G ifPreferred ~~these clinical trials are initiated, we cannot assure that the clinical studies will be successful or yield any useful data or require additional funding~~Stock”). ~~Among~~The ~~the studies are clinical trials that provide only preliminary data with a small~~ number of ~~subjects, and~~shares noinitially ~~assurance~~constituting ~~can be given that~~ the ~~findings~~Series inG ~~these~~Preferred ~~studies~~Stock ~~will~~was ~~prove~~set ~~true~~at or that the study or studies will yield favorable results. No assurance can be given that future studies will not result in findings that are different from those reported in the studies referenced in the documents. Operating in foreign countries carries with it a number of risks12,000 ~~including potential difficulties in enforcing intellectual property rights~~shares. ~~We cannot assure that our potential foreign operations will not be adversely affected by these risks.~~

~~Please~~Each ~~review~~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 “~~Risk~~Common ~~Factors~~Stock”) ~~section~~determined inby ~~our~~dividing ~~latest~~the ~~annual~~$1,000 ~~report~~stated onvalue ~~Form~~per ~~10-K~~share of ~~and~~the ~~subsequent~~Series ~~quarterly~~G ~~reports~~Preferred onStock ~~Form~~by ~~10-Q~~a conversion price initially equal to $1.00. In addition, the conversion price per share is subject ~~Our~~to ~~filings~~adjustment ~~are~~for ~~available~~stock atdividends, ~~www~~distributions, subdivisions, combinations or reclassifications.~~aimimmuno~~ Subject to limited exceptions, a holder of the Series G Preferred Stock will not have the right to convert any portion of the Series G Preferred Stock to the extent that, after giving effect to the conversion, the holder, together with its affiliates, would beneficially own in excess of 4.~~com~~99% of the number of shares of Common Stock outstanding immediately after giving effect to its conversion. ~~The~~A ~~information~~holder ~~found~~of onthe ~~our~~Series ~~website~~G isPreferred ~~not~~Stock, ~~incorporated~~upon notice byto ~~reference~~the ~~into~~Company, ~~these~~may ~~documents~~increase or decrease the beneficial ownership limitation provisions of such holder’s Series G Preferred ~~and~~Stock, isprovided ~~included~~that ~~for~~in ~~reference~~no ~~purposes~~event ~~only~~shall the limitation exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to its conversion.

~~Item~~In ~~9.01.~~the ~~Financial~~event ~~Statements~~the ~~and~~Company ~~Exhibits~~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 (don an as-if-converted-to-common-stock basis) in the same form as ~~Exhibits~~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 ~~following~~foregoing ~~exhibits~~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 ~~herewith:~~as Exhibit 3.1 to this report and incorporated by reference herein.

Exhibit Number		Description
99.1		AIM February 2026 Corporate Presentation
99.2		DURIPANC Year-End Interim Clinical Update Progress
99.3		February 5, 2026 Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 8.01 Other Events.

On March 6, 2026, the Company completed its previously announced rights offering (the “Rights Offering”) pursuant to its effective registration statement on Form S-1, as amended (Registration No. 333-292085), previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”), a prospectus and a prospectus supplement filed with the SEC. Pursuant to the Rights Offering, the Company sold an aggregate of 1,842 units consisting of an aggregate of 1,842 shares of Series G Preferred Stock, with each share of Series G Preferred Stock initially convertible into shares of Common Stock at a conversion price of $1.00 per share, 3,684,000 Class G Warrants, with each warrant exercisable for one share of Common Stock at an exercise price of $1.00 per share and expiring five years from the date of issuance, resulting in gross proceeds to the Company of approximately $1,800,000. The foregoing description of the Class G Warrants is not complete and is qualified in its entirety by reference to the full text of the Class G Warrants, a copy of which is filed as Exhibits 4.1 to this report and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description

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 Page Interactive Data File (embedded within the Inline XBRL document)

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 ImmunoTech Inc.
Date: February 5, 2026	By	/s/ Thomas K. Equels
Dated: March 6, 2026	/s/ Thomas K. Equels
	Thomas K. Equels, CEO	~~Thomas K. Equels, CEO~~

Filing Compare · AIM ImmunoTech Inc.