Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On May 20, 2026, AIM ImmunoTech Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with institutional investors (the "Investors"), pursuant to which the Company agreed to issue and sell to such investors in a registered direct offering 7,519,351 shares (the "Shares") of common stock, par value $0.001 per share (the "Common Stock"), of the Company, at an offering price of $0.325 per share (such registered direct offering, the "Registered Offering").

Pursuant to the Purchase Agreement, the Company also agreed to issue and sell to such Investors, in a concurrent private placement, warrants to purchase up to 15,038,702 shares of Common Stock (the "Common Warrants"), at an exercise price of $0.325 per share. The Common Warrants will become exercisable beginning on the effective date of stockholder approval of the issuance of the shares underlying the Common Warrants (such date, the "Stockholder Approval Date"), and will expire five years after the Stockholder Approval Date.

The gross proceeds to the Company from the Registered Offering are expected to be approximately $2.4 million, before deducting offering expenses payable by the Company. In addition, if the holders of the unregistered warrants exercise such warrants in full for cash following stockholder approval, the Company would receive additional gross proceeds of approximately $4.9 million. However, the Company cannot predict when or if the Common Warrants will be exercised for cash or exercised at all. The Common Warrants are exercisable on a cashless basis if, at the time of exercise, there is no effective registration statement registering, or no prospectus contained therein is available for, the resale of the shares of Common Stock issuable upon exercise of the Common Warrants.

The Registered Offering and concurrent private placement (collectively, the "Offerings") are expected to close on or about May 21, 2026, subject to the satisfaction of customary closing conditions. Upon closing of the Offerings, the Company anticipates it will have at least $6.0 million in stockholders' equity.

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), other obligations of the parties, and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

The Shares were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-286319), which was declared effective by the Securities and Exchange Commission (the "SEC") on July 3, 2025, and the base prospectus contained therein, and a prospectus supplement thereto that will be filed by the Company with the SEC.

The Common Warrants and the shares of Common Stock issuable upon the exercise of such Common Warrants (the "Common Warrant Shares") were offered pursuant to the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and/or Rule 506(b) of Regulation D promulgated thereunder.

The Company has agreed to file a registration statement on Form S-1 providing for the resale of the Common Warrants and Common Warrant Shares on or prior to June 8, 2026 and to use commercially reasonable efforts to cause such registration statement to become effective within 60 days (or 90 days in the event of a "full review" by the SEC) and to keep such registration statement effective at all times until the time that no Holder owns any Common Warrants or Common Warrant Shares issuable upon exercise thereof. The securities to be included on the registration statement required to be filed will be included on the same registration statement required to be filed in accordance with the terms of the inducement agreement entered into on May 8, 2026.