AIM ImmunoTech Inc. 10-Q/A

10-Q/A 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2021 Commission File Number: 001-27072 AIM IMMUNOTECH INC. (Exact name of registrant as specified in its charter) Delaware 52-0845822 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2117 SW Highway 484, Ocala FL 34473 (Address of principal executive offices) (Zip Code) (352) 448-7797 (Registrant’s telephone number, including area code) 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 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐ Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☒ Smaller reporting company ☐ 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 pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No 47,848,622 shares of common stock were outstanding as August 11, 2021. EXPLANATORY NOTE This Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) amends our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 that was filed with the Securities and Exchange Commission, or SEC, on August 16, 2021 (the “Original Filing”). We are filing this Amendment No. 1 solely for the purpose of deleting Exhibit 10.5 to the Original Filing which was inadvertently filed with the Original Filing. Exhibit 10.5 to the Original Filing is properly labeled in the Exhibit Index of the Original Filing as being incorporated by reference. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Item 6 of Part II of the Original Filing has been amended to contain currently dated certifications from our Chief Executive Officer and Chief Financial Officer. The currently dated certifications are attached hereto as Exhibits 31.1, 31.2, 32.1 and 32.2. No other changes, other than described above, are made to the Original Filing other than to update the cover page and Exhibit Index of the Original Filing and to delete Exhibit 10.5 actually filed with the Original Filing. Unless expressly stated, this Amendment No. 1 does not reflect events occurring after the filing of the Original Filing, nor does it modify or update in any way the disclosures contained in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with our Original Filing and our other filings made with the SEC subsequent to the filing of the Original Filing. 2 Part II – OTHER INFORMATION ITEM 2: Unregistered Sales of Equity Securities and Use of Proceeds None. ITEM 3: Defaults upon Senior Securities None. ITEM 4: Mine Safety Disclosures Not Applicable. ITEM 5: Other Information None. ITEM 6: Exhibits (a) Exhibits 10.1 July 8, 2021 Reservation and Start-Up Agreement with hVIVO Services Limited (Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10))* 10.2 May 21, 2021 extension of April 1, 2020 Material Transfer and Research Agreement with Shenzhen Smoore Technology Limited.* 10.3 April 19, 2021 Purchase and Sale Agreement with Phoenix Equipment Corporation, Branford Auctions, LLC and Perry Videx LLC.** 10.4 Material Transfer and Research agreement with Roswell Park Comprehensive Cancer Center executed on April 14, 2021 (Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)).** 10.5 April 1, 2021 extension of April 1, 2020 Material Transfer and Research Agreement with Shenzhen Smoore Technology Limited.** 10.6 Material Transfer And Research Agreement with the University of Cagliari Dipartimento di Scienze della Vita e dell’Ambiente executed on April 5, 2021 (Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)).** 10.7 May 12, 2021 Amendment to the Renewed Sales, Marketing, Distribution and Supply Agreement with GPPharm. (Portions of this Agreement have been redacted in compliance with Regulation S-K Item 601(b)(10))** 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Executive Officer.* **** 31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Financial Officer. * **** 32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Executive Officer.* **** 32.2 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Financial Officer.* **** 101.INS XBRL Instance Document * *** 101.SCH XBRL Taxonomy Extension Schema Document * *** 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document * *** 101.DEF XBRL Taxonomy Extension Definition Linkbase Document * *** 101.LAB XBRL Taxonomy Extension Label Linkbase Document * *** 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document * *** * Filed with the Original Filing. ** Filed with the Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 filed May 17, 2021 and is hereby incorporated by reference. *** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities and Exchange Act of 1934, as amended and otherwise are not subject to liability under those sections. **** Filed herewith. 3 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 thereunto duly authorized. AIM IMMUNOTECH INC. /s/ Thomas K. Equels Thomas K. Equels, Esq. Chief Executive Officer & President /s/ Ellen M. Lintal Ellen M. Lintal Chief Financial Officer Date: August 16, 2021 4