AIM ImmunoTech Announces Key Dates and Terms Related to Announced Rights Offering
OCALA, Fla., Jan. 23, 2026 (GLOBE NEWSWIRE) -- AIM ImmunoTech Inc. (NYSE:AIM) – AIM ImmunoTech Inc. ("AIM" or the "Company"), an immuno-pharma company focused on the research and development of therapeutics to treat multiple types of cancers, immune disorders and viral diseases, announced today an informational update to its security holders regarding its proposed rights offering (the "Rights Offering") and the expected key dates and terms relative to the Rights Offering. Assuming that the Rights Offering is fully subscribed, the Company will receive gross proceeds of $12 million, less expenses related to the Rights Offering.
The Company is distributing to all holders of record of its common stock, par value $0.001 (the "Common Stock"), and to holders of certain options and warrants that have the right to participate in the Rights Offering (the "Participating Securities"), as of 5:00 p.m., Eastern Time, on February 4, 2026 (the "Record Date"), for each share of the Common Stock and each Participating Security, one non-transferable subscription right (a "Subscription Right") to purchase one unit, at a subscription price of $1,000 per unit. Each unit consists of one share of Series G Convertible Preferred Stock (the "Preferred Stock") and warrants to purchase 1,492 shares of Common Stock (the "Warrants"). Each share of Preferred Stock will be convertible, at the option of the holder at any time, into a number of shares of Common Stock equal to the quotient of the stated value of the Preferred Stock ($1,000) divided by the conversion price (initially, $1.34 per share). Each Warrant will be exercisable for one share of Common Stock at an exercise price of $1.34 per share from the date of issuance through its expiration five years from the date of issuance. The Preferred Stock and the Warrants will separate upon the expiration of the Rights Offering and will be issued separately but may only be purchased as a subscription, and the subscriptions will not trade as a separate security. The subscriptions will not be tradable.
The Subscription Rights will be non-transferable and may only be exercised during the anticipated subscription period of Thursday, February 5, 2026 through 5:00 PM ET on Monday, February 23, 2026, unless extended by AIM.
The expected calendar for the Rights Offering is as follows:
- February 3, 2026: Ownership Day – in order to be considered a stockholder of record on February 4, 2026, shares should be acquired by this date (open market purchases of Common Stock should be completed by February 3 to be considered a stockholder of record on the Record Date).
- February 4, 2026: Record Date (5:00 p.m. Eastern Time)
- February 5, 2026: Distribution Date; Subscription Period Begins
- February 23, 2026: Subscription Period Ends 5:00 p.m. Eastern Time
The Rights Offering will include an over-subscription privilege which permits each holder of Subscription Rights that exercises such holder's basic Subscription Right in full to purchase additional subscriptions (if any) that remain unsubscribed at the expiration of the Rights Offering. The availability of the over-subscription privilege will be subject to certain terms and restrictions set forth in the prospectus. If the aggregate subscriptions (basic subscriptions plus over-subscriptions) exceed the number of subscriptions offered in the Rights Offering, then the aggregate over-subscription amount will be pro-rated among the holders exercising their respective over-subscription privileges (in proportion to the number of subscriptions held after giving effect to all basic subscriptions).
Certain of AIM's leadership have indicated to the Company on a non-binding basis that they intend to participate in the Rights Offering, including Board member and Chief Executive Officer Thomas K. Equels.
The Company intends to use the net proceeds from the exercise of subscriptions for general corporate purposes – including clinical trial expenses and manufacturing expenses associated with prospective Phase 2/3 pancreatic cancer trials – and allocate a portion of the net proceeds to repay, according to their terms, certain existing debt obligations.
The Rights Offering will expire at 5:00 p.m., Eastern Time, on Monday, February 23, 2026, unless it is extended or earlier terminated by the Company, If the Company elects to extend the Rights Offering, it will issue a press release announcing the extension no later than 9:00 a.m., Eastern Time, on the next business day after the most recently announced expiration date of the Rights Offering. The Company may extend the Rights Offering for additional periods in its sole discretion for any reason up to an additional 45 days. Once made, all exercises of subscriptions are irrevocable.
The Company expects that Broadridge Corporate Issuer Solutions, LLC, the information agent for the Rights Offering, will mail rights certificates and a copy of the prospectus for the Rights Offering to holders of record of Common Stock and Participating Securities as of the Record Date beginning on or about February 5, 2026. Holders of securities held in "street name" through a brokerage account, bank or other nominee will not receive physical rights certificates and must instruct their broker, bank or other nominee whether to exercise Subscription Rights on their behalf. For any questions or further information about the Rights Offering, please call Broadridge Corporate Issuer Solutions, LLC, the information agent for the Rights Offering, at (855) 793-5068 or via email at [email protected].
Neither the Company nor its Board of Directors has made or will make any recommendation to holders regarding the exercise of subscriptions. Holders should make an independent investment decision about whether or not to exercise their subscriptions based on their own assessment of the Company's business and the Rights Offering.
A registration statement (Registration No. 333- 292085) relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The Rights Offering, which is expected to commence following the effectiveness of the registration statement, is being made only by means of a written prospectus. A preliminary prospectus relating to and describing the proposed terms of the Rights Offering has been filed with the SEC as a part of the registration statement and is available on the SEC's website at https://www.sec.gov/. Copies of the preliminary and final prospectuses for the Rights Offering may be obtained, when available, from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022, Attention Syndicate Department, email: [email protected] or telephone (212) 895-3745.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Maxim Group LLC is acting as the dealer-manager in connection with the Rights Offering.
About AIM ImmunoTech Inc.
AIM ImmunoTech Inc. is an immuno-pharma company focused on the research and development of therapeutics to treat multiple types of cancers, immune disorders and viral diseases, including COVID-19. The Company's lead product is a first-in-class investigational drug called Ampligen® (rintatolimod), a dsRNA and highly selective TLR3 agonist immuno-modulator with broad spectrum activity in clinical trials for globally important cancers, viral diseases and disorders of the immune system.
Cautionary Statement Regarding Forward-Looking Statements
Some of the statements included in this press release may be forward-looking statements that involve a number of risks and uncertainties. Among other things, for those statements, the Company claims the protection of safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements set forth in the press release speak only as of the date of the press release. The Company does not undertake to update any of these forward-looking statements to reflect events or circumstances that occur after the date hereof. 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 our reports filed with the Securities and Exchange Commission ("SEC") on our website and in our press releases set forth our 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 animal models 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, or a change in priorities at the institutions sponsoring other trials. Even if these clinical trials are initiated, we cannot assure that the clinical studies will be successful or yield any useful data or require additional funding. Among the studies are clinical trials that provide only preliminary data with a small number of subjects, and no assurance can be given that the findings in these studies will prove true 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 our 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.
Please review the "Risk Factors" section in the Company's latest annual report on Form 10-K and subsequent quarterly reports on Form 10-Q. Its filings are available at www.aimimmuno.com. The information found on the Company's website is not incorporated by reference herein and is included for reference purposes only.
Investor Contact: JTC Team, LLC Jenene Thomas 908.824.0775 [email protected]
