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Item 5. Other Information

2023-05-15 compared with 2022-11-14 · 160 added, 34 removed, 12 unchanged (94% of the section changed)

Other Information

November 9, 2022, we executed a short amendment to our November 14, 2017 Rights Plan with American Stock Transfer & Trust Company

as Rights Agent (the “Rights Plan”), extending the termination date by three months.

Our Board determined that it is advisable

and in the best interests of the Company and its stockholders to amend the Rights Plan to extend the Final Expiration Date by three months

(such that the Final Expiration Date shall be the close of business on February 14, 2023), during which time the Board will evaluate

whether and for what duration and on what terms to further extend the Rights Plan.

November 19, 2002, our Board of Directors (the “Board of Directors”) declared a dividend distribution of one Right for each

outstanding share of Common Stock to stockholders of record at the close of business on November 29, 2002 (the “Record Date”).

On November 2, 2012, at the direction of the Board of Directors, we amended and restated the Rights Agreement between us and our Rights

On November 14, 2017, at the direction of the Board, we again amended and restated the Rights Agreement between us and our then

current Rights Agent (as amended, the “Amended Agreement”).

On November 9, 2022, at the direction of the Board, we extended

the Expiration Date of the Amended Agreement to February 14, 2023 and on February 9, 2023, at the direction of the Board, we extended

the Expiration Date of the Amended Agreement to May 15, 2023.

On May 12, 2023, at the direction of the Board, we further amended the

Amended Agreement (as amended, the “Rights Agreement”).

Each Right entitles the registered holder to purchase from the Company

a unit consisting of one one-hundredth of a share (a “Unit”) of Series A Junior Participating Preferred Stock, par value

$0.01 per share (the “Series A Preferred Stock”) at a Purchase Price of $4.00 per Unit, subject to adjustment.

The description

and terms of the Rights are set forth in the Rights Agreement.

the Rights attached to all Common Stock certificates representing shares outstanding at the Record Date.

Effective May 12, 2023, the number of Rights associated with each outstanding

share of Common Stock (certificated or book entry) were adjusted such that each outstanding share of Common Stock has associated with

it one Right.

No separate Rights Certificates will be distributed.

Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a Distribution Date

will occur upon the earlier of (i) 10 days following a public announcement that a person or group of affiliated or associated persons

(an “Acquiring Person”) has acquired beneficial ownership of 15% or more of the outstanding shares of Common Stock (the “Stock

Acquisition Date”), other than as a result of repurchases of stock by the Company or certain inadvertent actions by institutional

or certain other stockholders or (ii) 10 business days (or such later date as the Board of Directors shall determine) following the commencement

of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person.

Until the Distribution Date,

(i) the Rights will be evidenced by certificates and Book Entry Shares for the Common Stock (collectively, “Common Stock Certificates”)

and will be transferred with and only with such Common Stock Certificates, (ii) new Common Stock Certificates issued after the Record

Date will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any Common Stock

Certificates outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such Common

Stock Certificate.

Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering

Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock

will be issued.

Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M.

(New York City time) on May 12, 2028, unless such

date is extended or the Rights are earlier redeemed or exchanged by us as described below.

soon as practicable after the Distribution Date, Rights Certificates will be sent to holders of record of the Common Stock as of the

close of business on the Distribution Date in accordance with the Rights Agreement and, thereafter, the separate Rights Certificates

alone will represent the Rights.

Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to

the Distribution Date will be issued with Rights.

the event that a Person becomes an Acquiring Person, except pursuant to an offer for all outstanding shares of Common Stock which the

Board of Directors determines to be fair and not inadequate and to otherwise be in the best interests of the Company and its stockholders,

after receiving advice from one or more investment banking firms (a “Qualified Offer”), each registered holder of a Right

will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other equity

securities of the Company) having a value equal to two times the exercise price of the Right.

Notwithstanding any of the foregoing, following

the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights

Agreement) were, beneficially owned by any Acquiring Person will be null and void.

However, Rights are not exercisable following the

occurrence of the event set forth above until such time as the Rights are no longer redeemable by us as set forth below.

the event that, at any time following the Stock Acquisition Date, (i) we engage in a merger or other business combination transaction

in which we are not the surviving corporation (other than a merger or business combination with an entity which acquired the shares pursuant

to a Qualified Offer in which holders of our common stock receive the same consideration per share as in the Qualified Offer), (ii) we

engage in a merger or other business combination transaction in which we are the surviving corporation and our Common Stock is changed

or exchanged, or (iii) 50% or more of our assets, cash flow or earning power is sold or transferred, each registered holder of a Right

(except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common

stock of the acquiring company having a value equal to two times the exercise price of the Right.

The events set forth in this paragraph

and in the second preceding paragraph are referred to as the “Triggering Events”.

any time after a person becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more

of the outstanding Common Stock, the Board of Directors may exchange the Rights (other than Rights owned by such person or group which

have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-hundredth of a share of Preferred

Stock (or of a share of a class or series of our preferred stock having equivalent rights, preferences and privileges), per Right (subject

to adjustment).

Purchase Price payable, and the number of Units of Preferred Stock or other securities or property issuable, upon exercise of the Rights

subsequent to the reverse split of our outstanding shares of Common Stock effected in August 2016 are subject to adjustment from time

to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred

Stock, (ii) if holders of the Preferred Stock are granted certain rights or warrants to subscribe for Preferred Stock or convertible

securities at less than the current market price of the Preferred Stock, or (iii) upon the distribution to holders of the Preferred Stock

of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than

those referred to above).

fractional Units will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock

on the last trading date prior to the date of exercise.

any time prior to such time as any Person becomes an Acquiring Person, we may redeem the Rights in whole, but not in part, at a price

of $0.01 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors).

Immediately upon

the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of

Rights will be to receive the $0.01 redemption price.

a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of our Company, including, without limitation,

the right to vote or to receive dividends.

While the distribution of the Rights will not be taxable to stockholders or to us, stockholders

may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or

other consideration) of our Company or for common stock of the acquiring company or in the event of the redemption of the Rights as set

of the provisions of the Rights Agreement may be amended by the Board of Directors prior to the Distribution Date.

After the Distribution

Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not

adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Rights Agreement.

The foregoing

notwithstanding, no amendment may be made at such time as the Rights are not redeemable.

copy of the Rights Agreement is being filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on

Form 8-A, dated May 12, 2023.

A copy of the Rights Agreement is available free of charge from the Company.

This summary description

of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated

herein by reference.

On May 10, 2023, we filed a Certificate of Increase in Delaware, increasing the number of preferred stock designated as Series A Junior

Participating Preferred Stock to 4,000,000.

- See exhibit index below.

Amendment to the November 14, 2017 Second Amended and Restated Rights Agreement as of

November 9, 2022, by and between AIM ImmunoTech Inc.

(f/k/a Hemispherx Biopharma, Inc.) and American Stock Transfer & Trust

Company, LLC.

June 27, 2022 First Amendment to Agreement of Sale and Purchase with Acellories, Inc.

(incorporated by reference to exhibit 10.86 to the Company’s Quarterly report on Form 10-Q (No.

Certificate of Increase of Series A Junior Participating Preferred Stock.*

Third Amended and Restated Rights Agreement, dated May 12, 2023 between AIM ImmunoTech Inc.

(formerly, Hemispherx Biopharma, Inc.) and American Stock Transfer & Trust Company, LLC.

(incorporated by reference to exhibit 4.6 to Amendment No.

3 to the Company’s Registration Statement on Form 8-A12B (No.

001-27072) filed May 15, 2023).

27, 2022 First Amendment to Agreement of Sale and Purchase with Acellories, Inc.

(incorporated by reference to exhibit 10.86 to the

Company’s Quarterly report on Form 10-Q (No.

001-27072) for the period ended June 30, 2022).

August 2, 2022 Second Amendment to Agreement of Sale and Purchase with Acellories, Inc.(incorporated by reference to exhibit 10.87 to the Company’s Quarterly report on Form 10-Q (No.

2, 2022 Second Amendment to Agreement of Sale and Purchase with Acellories, Inc.(incorporated by reference to exhibit 10.87 to the

Company’s Quarterly report on Form 10-Q (No.

001-27072) for the period ended June 30, 2022).

August 10, 2022 Termination agreement with Shenzhen Smoore Technology Limited (incorporated by reference to exhibit 10.88 to the Company’s Quarterly report on Form 10-Q (No.

10, 2022 Termination agreement with Shenzhen Smoore Technology Limited (incorporated by reference to exhibit 10.88 to the Company’s

Quarterly report on Form 10-Q (No.

001-27072) for the period ended June 30, 2022).

October 5, 2022 Lease extension for Riverton office *

October 11, 2022 Material Transfer and Research Agreement with University of Pittsburgh (portions of this agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)) *

October 21, 2022 Material Transfer and Research Agreement with University of Pittsburgh (portions of this agreement have been redacted in compliance with Regulation S-K Item 601(b)(10)) *

October 21, 2022 Fourth Amendment to Agreement of Sale and Purchase with Acellories, Inc *

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Executive Officer.

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Financial Officer.

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Executive Officer.

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Financial Officer.

5, 2022 Lease extension for Riverton office (incorporated by reference 10.4 to the Company’s Quarterly report on Form 10-Q

001-27072) for the period ended September 30, 2022 filed November 14, 2022).

11, 2022 Material Transfer and Research Agreement with University of Pittsburgh (portions of this agreement have been redacted in

compliance with Regulation S-K Item 601(b)(10)) (incorporated by reference 10.5 to the Company’s Quarterly report on Form 10-Q

001-27072) for the period ended September 30, 2022 filed November 14, 2022).

21, 2022 Material Transfer and Research Agreement with University of Pittsburgh (portions of this agreement have been redacted in

compliance with Regulation S-K Item 601(b)(10)) (incorporated by reference 10.6 to the Company’s Quarterly report on Form 10-Q

001-27072) for the period ended September 30, 2022 filed November 14, 2022).

21, 2022 Fourth Amendment to Agreement of Sale and Purchase with Acellories, Inc )) (incorporated by reference 10.7 to the Company’s

Quarterly report on Form 10-Q (No.

001-27072) for the period ended September 30, 2022 filed November 14, 2022).

5, 2022 Master Service Agreement between Sterling Pharma Solutions Limited and AIM ImmunoTech Inc.(incorporated by reference 10.93

to the Company’s Annual report on Form 10-K (No.

001-27072) for year ended December 31, 2022).

13, 2023 Study Support Agreement with Erasmus University Medical Center Rotterdam (portions of this agreement have been redacted

in compliance with Regulation S-K Item 601(b)(10)) (incorporated by reference 10.94 to the Company’s Annual report on Form

001-27072) for year ended December 31, 2022).

13, 2023 Co-ordination Agreement with Erasmus University Medical Center Rotterdam and AstraZeneca BV (portions of this agreement

have been redacted in compliance with Regulation S-K Item 601(b)(10)) (incorporated by reference 10.95 to the Company’s Annual

report on Form 10-K (No.

001-27072) for year ended December 31, 2022).

1, 2023 Extension Agreement with Foresite Advisors LLC )) (incorporated by reference 10.96 to the Company’s Annual report on

Form 10-K (No.

001-27072) for year ended December 31, 2022).

4, 2023 Unrestricted Grant Agreement with Erasmus University Medical Center (incorporated by reference to exhibit 10.1 to the Company’s

Current Report on Form 8-K (No.

001-27072) filed April 7, 2023)

5, 2023 Independent Contractor Service Agreement with Casper H.J van Eijck (incorporated by reference to exhibit 10.2 to the Company’s

Current Report on Form 8-K (No.

001-27072) filed April 7, 2023)

19, 2023 Equity Distribution Agreement with Maxim Group, LLC (incorporated by reference to exhibit 10.2 to the Company’s Current

Report on Form 8-K (No.

001-27072) filed April 19, 2023)

Certification

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Executive Officer.

Certification

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Financial Officer.

Certification

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Executive Officer.

Certification

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Financial Officer.

XBRL Instance Document

4 unchanged sentences

XBRL Taxonomy Presentation Linkbase

Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

Filed herewith.

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.

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.

Chief Executive Officer & President

Robert Dickey IV

Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

to the requirements of Section 13 or 15(d) 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.

IMMUNOTECH INC.

Executive Officer & President

Robert Dickey IV

Chief Financial Officer

November 14, 2022

Financial Officer

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information