Form 8-K

8-K — AIM ImmunoTech Inc.

Accession: 0001493152-26-024353

Filed: 2026-05-19

Period: 2026-05-18

CIK: 0000946644

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Entry into a Material Definitive Agreement

Item: Results of Operations and Financial Condition

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

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0000946644

2026-05-18

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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): May 18, 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

incorporation)

File

Number)

Identification

No.)

2117

SW Highway 484, Ocala, Florida

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 ☐

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

1.01

Entry

into a Material Definitive Agreement.

previously disclosed, AIM ImmunoTech Inc. (the “Company”) previously issued to Streeterville Capital, LLC (the “Lender”)

a Promissory Note in the original principal amount of $3,301,250.00 dated February 16, 2024 (the “Note”) pursuant to a Note

Purchase Agreement between the Company and the Lender. The Company and the Lender subsequently extended the maturity date of the Note

to June 30, 2026.

May 18, 2026, the Company and the Lender entered into Amendment #2 to Promissory Note (the “Amendment”), which amended the

Note and further extended the maturity date of the Note until June 30, 2027. Pursuant to the Amendment, the Company agreed to pay the

Lender an extension fee in the amount of $10,000.00 (the “Extension Fee”), which Extension Fee was added to the outstanding

balance of the Note. The Amendment also contains customary representations and warranties of the Company, as well as a representation

and warranty of the Company that, as of the date of the Amendment, the outstanding balance of the Note, following the application of

the Extension Fee, was $1,682,676.16.

The

foregoing is only a summary of the material terms of the Amendment and does not purport to be a complete description of the rights and

obligations of the parties thereunder. Furthermore, the foregoing is qualified in its entirety by reference to the Amendment, which is

filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item

2.02

Results

of Operations and Financial Condition.

The

information set forth in the Press Release (as defined below) is incorporated herein by reference into this Item 2.02 to the extent required.

The information, including Exhibit 99.1, referenced in this Item 2.02, is “furnished” and shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject

to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities

Act of 1933, as amended (the “Securities Act”), if and to the extent such subsequent filing specifically references the information

herein as being incorporated by reference in such filing.

Item

2.03

Creation

of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The

information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03 to the

extent required.

Item

7.01

Regulation

FD Disclosure.

May 19, 2026, the Company issued a press release (the “Press Release”) related to the Amendment and other matters, a copy

of which is furnished herewith as Exhibit 99.1. The information, including Exhibit 99.1, referenced in this Item 7.01, is “furnished”

and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of

that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act if and to the extent

such subsequent filing specifically references the information herein as being incorporated by reference in such filing.

Item

9.01

Financial

Statements and Exhibits.

Exhibit

No.

Description

10.1

Amendment #2 to Promissory Note, dated May 18, 2026, by and between Streeterville Capital, LLC and AIM ImmunoTech, Inc.

99.1

Press Release dated May 19, 2026.

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.

Dated:

May 19, 2026

By:

/s/

Thomas K. Equels

Thomas

K. Equels, Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

AMENDMENT

#2 TO PROMISSORY NOTE

This

Amendment #2 to Promissory Note (this “Amendment”) is entered into as of May 18, 2026, by and between Streeterville

Capital, LLC, a Utah limited liability company (“Lender”), and AIM ImmunoTech, Inc., a Delaware corporation (“Borrower”).

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Note (as defined below).

Borrower previously issued to Lender that certain Promissory Note in the original principal amount of $3,301,250.00 dated February

16, 2024 (the “Note”) pursuant to that the certain Note Purchase Agreement between Borrower and Lender (the

“Purchase Agreement,” and together with the Note and all documents entered into in connection therewith, the

“Transaction Documents”).

B. Effective

as of March 10, 2026, Borrower and Lender entered into that certain Amendment to Promissory Note (the “Prior Amendment”),

pursuant to which, among other modifications, Borrower and Lender agreed to extend the Maturity Date of the Note.

C. Borrower

has requested that Lender again extend the Maturity Date of the Note.

D. Lender

has agreed, subject to the terms, amendments, conditions and understandings expressed in this Amendment, to make such amendments to the

Note.

NOW,

THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Recitals.

Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Amendment are true and accurate and are

hereby incorporated into and made a part of this Amendment.

2. Extension.

The Maturity Date for the Note is hereby extended until June 30, 2027 (the “Extension”).

3. Extension

Fee. In consideration of Lender’s grant of the Extension, its fees incurred in preparing this Amendment and other accommodations

set forth herein, Borrower agrees to pay to Lender an extension fee in the amount of $10,000.00 (the “Extension Fee”).

The Extension Fee is hereby added to the Outstanding Balance of the Note as of the date of this Amendment. Lender and Borrower further

agree that the Extension Fee is deemed to be fully earned as of the date hereof, is nonrefundable under any circumstance, and that the

Extension Fee tacks back to the date of the Note for Rule 144 purposes, if applicable. Borrower represents and warrants that as of the

date hereof the Outstanding Balance of the Note, following the application of the Extension Fee, is $1,682,676.16.

4. Representations

and Warranties. In order to induce Lender to enter into this Amendment, Borrower, for itself, and for its affiliates, successors

and assigns, hereby acknowledges, represents, warrants and agrees as follows:

(a)

Borrower has full power and authority to enter into this Amendment and to incur and perform all obligations and covenants contained

herein, all of which have been duly authorized by all proper and necessary action. No consent, approval, filing or registration with

or notice to any governmental authority is required as a condition to the validity of this Amendment or the performance of any of

the obligations of Borrower hereunder.

(b)

There is no fact known to Borrower which Borrower has not disclosed to Lender on or prior to the date of this Amendment which would

materially and adversely affect the understanding of Lender expressed in this Amendment or any representation, warranty, or recital

contained in this Amendment.

(c)

Except as expressly set forth in this Amendment, Borrower acknowledges and agrees that neither the execution and delivery of this

Amendment nor any of the terms, provisions, covenants, or agreements contained in this Amendment shall in any manner release,

impair, lessen, modify, waive, or otherwise affect the liability and obligations of Borrower under the terms of the Transaction

Documents.

(d) Borrower

has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action

of any kind or nature whatsoever against Lender, directly or indirectly, arising out of, based upon, or in any manner connected with,

the transactions contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or begun prior to the

execution of this Amendment and occurred, existed, was taken, permitted or begun in accordance with, pursuant to, or by virtue of any

of the terms or conditions of the Transaction Documents. To the extent any such defenses, affirmative or otherwise, rights of setoff,

rights of recoupment, claims, counterclaims, actions or causes of action exist or existed, such defenses, rights, claims, counterclaims,

actions and causes of action are hereby waived, discharged and released. Borrower hereby acknowledges and agrees that the execution of

this Amendment by Lender shall not constitute an acknowledgment of or admission by Lender of the existence of any claims or of liability

for any matter or precedent upon which any claim or liability may be asserted.

5. Certain

Acknowledgments. Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been

or shall be given by Lender to Borrower in connection with the amendment to the Note granted herein.

6. Other

Terms Unchanged. The Note, as amended by this Amendment and the Prior Amendment remains and continues in full force and effect, constitutes

legal, valid, and binding obligations of each of the parties, and is in all respects agreed to, ratified, and confirmed. Any reference

to the Note after the date of this Amendment is deemed to be a reference to the Note as amended by this Amendment. If there is a conflict

between the terms of this Amendment and the Note, the terms of this Amendment shall control. No forbearance or waiver may be implied

by this Amendment. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate

as a waiver of, or as an amendment to, any right, power, or remedy of Lender under the Note, as in effect prior to the date hereof. For

the avoidance of doubt, this Amendment shall be subject to the governing law, venue, and Arbitration Provisions, as set forth in the

Note.

7. No

Reliance. Borrower acknowledges and agrees that neither Lender nor any of its officers, directors, members, managers, equity holders,

representatives or agents has made any representations or warranties to Borrower or any of its agents, representatives, officers, directors,

or employees except as expressly set forth in this Amendment and the Transaction Documents and, in making its decision to enter into

the transactions contemplated by this Amendment, Borrower is not relying on any representation, warranty, covenant or promise of Lender

or its officers, directors, members, managers, equity holders, agents or representatives other than as set forth in this Amendment.

8. Counterparts.

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together

shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic

signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart

so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

9. Further

Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute

and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to

carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.

[Remainder

of page intentionally left blank; signature page follows]

WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth above.

LENDER:

Streeterville

Capital, LLC

By:

/s/

John Fife

John

M. Fife, President

BORROWER:

AIM

ImmunoTech, Inc.

By:

/s/

Thomas Equels

Thomas

Equels, CEO

[Signature Page to Amendment

#2 to Promissory Note]

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit 99.1

AIM

ImmunoTech Announces Significant Increase in Stockholder Equity and Extension of Promissory Note Maturity Date to June 2027, Enhancing

Financial Flexibility and Supporting Strategic Clinical Priorities

Increase

in stockholder equity and note extension strengthen Company’s ability to advance pancreatic cancer development strategy

OCALA, Fla., May 19, 2026 / AIM ImmunoTech Inc. (NYSE American: AIM) (“AIM” or the “Company”) today

announced a significant increase in stockholder equity and that the Company has entered into Amendment #2 to its existing promissory

note agreement with Streeterville Capital, LLC, extending the maturity date to June 30, 2027.

AIM

recently reported stockholder equity of approximately $2.1 million as of March 31, 2026, which is a significant increase of approximately

$11.9 million in stockholder equity from the reported stockholder deficit of approximately $9.8 million as of December 31, 2025. The

Company has also raised equity-generating funds through various transactions since March 31, 2026.

The

Company believes the increase in stockholder equity and the note extension further support its ability to prudently manage capital resources

while maintaining focus on near-term milestones, including continued advancement of its pancreatic cancer development program and other

strategic initiatives intended to maximize long-term stockholder value.

“We

appreciate the continued support and confidence demonstrated by Streeterville Capital through this extension,” said AIM Chief Executive

Officer Thomas Equels. “This amendment enhances our capital allocation flexibility at an important stage for the Company as we

remain focused on executing our clinical and operational priorities. We believe the coming quarters present multiple potential catalysts

that could create meaningful stockholder value and further expand our strategic optionality.”

Under

the terms of the amendment, the maturity date of the promissory note originally issued on February 16, 2024, has been extended from its

prior maturity to June 30, 2027. Following the amendment and associated extension fee, the outstanding balance of the note is approximately

$1.68 million.

About

AIM ImmunoTech Inc.

AIM

ImmunoTech Inc. is an immuno-pharma company focused on the research and development of its lead product, Ampligen® (rintatolimod),

for the treatment of late-stage pancreatic cancer, a lethal and unmet global health problem. Ampligen is a dsRNA and highly selective

TLR3 agonist immuno-modulator that has shown broad-spectrum activity in clinical trials.

For more information, please visit aimimmuno.com and connect with the Company on X, LinkedIn, and Facebook.

Forward-Looking Statements

This

press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section

21E of the Securities Exchange Act of 1934, as amended, that involve a number of risks and uncertainties. For those statements, the Company

claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of

1995. Forward-looking statements may be identified by the use of words such as “believes,” “expects,” “intends,”

“may,” “will,” “plans,” “potential,” “anticipates,” or similar expressions.

Any forward-looking statements set forth in this press release speak only as of the date hereof. Such forward-looking statements may

include statements relating to: anticipated milestones; the timing of commencement, enrollment, completion, and results of clinical trials;

executing clinical and operational priorities; IP expansion and regulatory progress; and timing for receiving government approvals, if

at all. The Company does not undertake to update any of these forward-looking statements to reflect events or circumstances that occur

after the date hereof, except as required by applicable law. The Company is in various stages of seeking to determine whether Ampligen

will be effective in the treatment of multiple types of viral diseases, cancers, and immune-deficiency disorders, and disclosures in

the Company’s reports filed with the SEC, on its website, and in its press releases set forth its current and anticipated future

activities. These activities are subject to change for a number of reasons. Significant additional testing and trials will be required

to determine whether Ampligen® will be effective in the treatment of these conditions. Results obtained in preclinical studies do

not necessarily predict results in humans. Human clinical trials will be necessary to prove whether or not Ampligen® will be efficacious

in humans. No assurance can be given as to whether current or planned clinical trials will be successful or yield favorable data, and

the trials are subject to many factors including lack of regulatory approval(s), lack of study drug, lack of adequate funding, or a change

in priorities at the institutions sponsoring other trials. Even if these clinical trials are initiated, the Company cannot assure that

the clinical studies will be successful or yield any useful data. No assurance can be given that the findings in preliminary studies

will prove true or that such studies will yield favorable results, or that future studies will not result in findings that are different

from those reported in the studies referenced in the Company’s reports filed with the SEC, on the Company’s website, and

in its press releases. Operating in foreign countries carries with it a number of risks, including potential difficulties in enforcing

intellectual property rights. The Company cannot assure that its potential foreign operations will not be adversely affected by these

risks.

For

a detailed discussion of risk factors, please review the “Risk Factors” section in the Company’s most recent Annual

Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the SEC. These filings are available at www.sec.gov and

www.aimimmuno.com. The information found on the Company’s website is not incorporated by reference into this press release and

is included for reference purposes only.

Investor

Contact:

JTC

Team, LLC

Jenene

Thomas

908.824.0775

AIM@jtcir.com

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Cover

May 18, 2026

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Entity File Number

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AIM

IMMUNOTECH INC.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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