Filed
Pursuant to Rule 424(b)(5)
Registration
No. 333-262280
PROSPECTUS
SUPPLEMENT
(To
Prospectus Dated February 4, 2022)
Up
to $8,500,000
AIM
IMMUNOTECH INC.
Common
Stock
AIM
ImmunoTech Inc. has entered into an Equity Distribution Agreement with Maxim Group LLC, or Maxim, relating to the sale of up to $8,500,000
shares of our common stock, par value $0.001 per share. Pursuant to this prospectus supplement, in accordance with the terms of the Equity
Distribution Agreement and the limitations under General Instruction I.B.6 of Form S-3, we may offer and sell shares of our common stock
having an aggregate offering price of up to $8,500,000 from time to time through Maxim acting as agent.
Sales
of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made in sales deemed to be “at
the market” equity offerings as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, including
sales made directly on or through the NYSE American, the existing trading market for our common stock, sales made to or through a market
maker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time of sale or at prices
related to such prevailing market prices and/or any other method permitted by law, including in privately negotiated transactions. Maxim
will use its commercially reasonable efforts to sell on our behalf all the shares of common stock requested to be sold by us, consistent
with its normal trading and sales practices, on mutually agreed terms between Maxim and us. There is no arrangement for funds to be received
in any escrow, trust or similar arrangement. We provide more information about how the shares of common stock will be sold in the section
entitled “Plan of Distribution.”
Maxim
will be entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds of each sale of shares of our common stock.
In connection with the sale of shares of our common stock on our behalf, Maxim will be deemed to be an “underwriter” within
the meaning of the Securities Act and the compensation of Maxim will be deemed to be underwriting commissions or discounts. We have also
agreed to provide indemnification and contribution to Maxim with respect to certain liabilities, including liabilities under the Securities
Act.
Our
common stock is traded on The NYSE American under the symbol “AIM.” On April 18, 2023, the last reported sale price
of our common stock was $0.52 per share.
As
of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates was approximately
$24,696,997, based on 47,494,225 shares of outstanding common stock held by non-affiliates, and a per share price of $0.52
based on the closing sale price of our common stock on April 18, 2023. In no event will the aggregate market value of securities
sold by us or on our behalf under this prospectus supplement pursuant to General Instruction I.B.6 of Form S-3 during the twelve-month
period immediately prior to, and including, the date of any such sale, exceed one-third of the aggregate market value of our common stock
held by non-affiliates. We have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the twelve-month
period that ends on and includes the date hereof.
Investing
in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-7 of this prospectus supplement,
page 4 of the accompanying prospectus and under similar headings in the documents incorporated by reference into this prospectus supplement
and the accompanying prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
Maxim
Group LLC
The
date of this prospectus supplement is April 19, 2023
TABLE
OF CONTENTS
Prospectus
Supplement
Prospectus
ABOUT
THIS PROSPECTUS SUPPLEMENT
References
in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein or therein, to the “Company,”
“our,” “us” or “we” refer to AIM ImmunoTech Inc.
We
filed with the Securities Exchange Commission, or SEC, a registration statement on Form S-3 (File No. 333-262280) utilizing a shelf registration
process relating to the securities described in this prospectus supplement, which registration statement was declared effective on February
4, 2022. Utilizing this shelf registration statement we may, from time to time, sell up to $8,500,000 shares of common stock pursuant
to this prospectus supplement.
This
document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and adds
to and updates information contained in the accompanying base prospectus and the documents incorporated by reference into this prospectus
supplement and the base prospectus. The second part, the base prospectus, gives more general information about securities we may offer
from time to time, some of which does not apply to this offering. Generally, when we refer only to the prospectus, we are referring to
both parts combined, and when we refer to the accompanying prospectus, we are referring to the base prospectus.
If
the description of this offering varies between this prospectus supplement and the accompanying base prospectus, you should rely on the
information in this prospectus supplement. This prospectus supplement, the accompanying base prospectus and the documents incorporated
into each by reference include important information about us, our common stock being offered and other information you should know before
investing. You should read this prospectus supplement and the accompanying base prospectus together with the additional information described
under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference”
before investing in our common stock.
We
note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that
is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for
the purpose of allocating risk among the parties to such agreement, and should not be deemed to be a representation, warranty or covenant
to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations,
warranties and covenants should not be relied on as accurately representing the current state of our affairs.
Unless
otherwise indicated, all references to “dollars” and “$” in this prospectus supplement, the accompanying base
prospectus and documents incorporated by reference herein and therein, are to amounts presented in United States dollars. Financial information
presented in this prospectus supplement, the accompanying base prospectus and the documents incorporated by reference herein and therein
that is derived from the Company’s financial statements is prepared in accordance with accounting principles generally accepted
in the United States.
We
have authorized only the information contained or incorporated by reference in this prospectus supplement, the accompanying base prospectus,
and any free writing prospectus prepared by or on behalf of us or to which we have referred you. We have not, and Maxim and any other
underwriters have not, authorized anyone to provide you with information that is different. We and Maxim take no responsibility for and
can provide no assurance as to the reliability of, any information that others may give you. We are offering to sell, and seeking offers
to buy, our common stock only in jurisdictions where offers and sales are permitted. The information contained in or incorporated by
reference in this document is accurate only as of the date such information was issued, regardless of the time of delivery of this prospectus
supplement or the date of any sale of our common stock.
PROSPECTUS
SUPPLEMENT SUMMARY
This
summary highlights selected information contained elsewhere in this prospectus supplement, the accompanying base prospectus and in the
documents we incorporate by reference. This summary does not contain all of the information you should consider before investing in our
common stock. You should read this entire prospectus supplement and the accompanying base prospectus carefully, especially the risks
of investing in our common stock discussed under “Risk Factors” beginning on page S-7 of this prospectus supplement, page
4 of the accompanying base prospectus and page 22 of our Annual Report on Form 10-K for the year ended December 31, 2022, which is incorporated
by reference in this prospectus supplement, along with our consolidated financial statements and notes to those consolidated financial
statements and the other information incorporated by reference in this prospectus supplement and the accompanying base prospectus, before
making an investment decision.
Company
Overview
We
are an immuno-pharma company headquartered in Ocala, Florida, and focused on the research and development of therapeutics to treat multiple
types of cancers, viral diseases and immune-deficiency disorders. We have established a strong foundation of laboratory, pre-clinical
and clinical data with respect to the development of nucleic acids and natural interferon to enhance the natural antiviral defense system
of the human body, and to aid the development of therapeutic products for the treatment of certain cancers and chronic diseases.
Our
flagship products are Ampligen® (rintatolimod) — a first-in-class drug of large macromolecular RNA (ribonucleic acid) molecules
— and Alferon N Injection® (Interferon alfa-n3). Ampligen has not been approved by the FDA or marketed in the United States.
Ampligen is approved for commercial sale in the Argentine Republic for the treatment of severe CFS.
Our
primary present business focus involves Ampligen. Ampligen represents a dsRNA being developed for globally important cancers, viral diseases
and disorders of the immune system.
We
currently are proceeding primarily in four areas:
| ● | Conducting
a randomized, controlled study to evaluate efficacy and safety of Ampligen compared to a
control group to treat locally advanced pancreatic cancer patients. |
| ● | Evaluating
Ampligen in other cancers, as a potential therapy that modifies the tumor microenvironment
with the goal of increasing anti-tumor responses to check point inhibitors. |
| ● | Exploring
Ampligen’s antiviral activities and potential use as a prophylactic or treatment for
existing viruses, new viruses and mutated viruses thereof. |
| ● | Evaluating
Ampligen as a treatment for myalgic encephalomyelitis/chronic fatigue syndrome (“ME/CFS”)
and fatigue and/or Post-COVID conditions of fatigue. |
We
are prioritizing our activities in an order related to the stage of development, with those clinical activities such as pancreatic cancer,
ME/CFS and Post-COVID conditions having priority over antiviral experimentation. We intend that priority clinical work be conducted in
FDA- or EMA-authorized trials which could support a potential future NDA. However, our antiviral experimentation is designed to accumulate
additional preliminary data supporting our hypothesis that Ampligen is a powerful, broad-spectrum prophylaxis and early-onset therapeutic
that may confer enhanced immunity and cross-protection. Accordingly, we will conduct our antiviral programs in those venues most readily
available and able to generate valid proof-of-concept data, including foreign venues.
Corporate
Information
Our
principal executive and finance office is located at 2117 SW Highway 484, Ocala FL 34473; our human resource office is located at 604
Main Street, Riverton, NJ 08077; and our R&D facility is located at 671A US-1 South., North Brunswick, NJ, 08902. We currently lease
our principal executive office for approximately $2,400 per month; our accounting and human resource office for approximately $1,700
per month; and our R&D facility for approximately $16,700 per month.
Our
principal telephone number is (352) 448-7797. We maintain a website at http://www.aimimmuno.com. Information contained on our
website is not considered to be a part of, nor incorporated by reference in, this prospectus.
THE
OFFERING
| Common
Stock to be offered by us pursuant to this prospectus supplement |
|
Shares
of our common stock having an aggregate offering price of up to $8,500,000. |
| |
|
|
| NYSE
American Symbol |
|
AIM |
| |
|
|
| Common
Stock outstanding after this offering |
|
Up
to approximately 64,148,067 shares of common stock, assuming sales of 15,740,741 shares of
common stock at a price of $0.54 per share, which was the closing price of our common stock
on The NYSE American on March 3, 2023. The actual number of shares of our common stock
issued will vary depending on the sales price under this offering.
|
| Manner
of offering |
|
“At
the market offering” that may be made from time to time through our sales agent, Maxim. See “Plan of Distribution.” |
| |
|
|
| Use
of Proceeds |
|
We
plan to use the net proceeds from this offering, if any, for general working capital and general corporate purposes. See “Use
of Proceeds.” |
| |
|
|
| Risk
Factors |
|
Investing
in our common stock involves substantial risk. You should read the “Risk Factors” and the “Cautionary Note Regarding
Forward-Looking Statements” included and incorporated by reference in this prospectus supplement, including the risk factors
incorporated by reference from our filings with the SEC. |
| |
|
|
| Exclusive
Sales Agent |
|
Maxim
Group LLC is acting as the exclusive sales agent in connection with the offering. |
Unless
we indicate otherwise, all information in this prospectus is based on 48,407,326 shares of common stock outstanding as of April 18,
2023 and excludes:
| ● | 2,599,369
shares
of our common stock issuable upon the exercise of stock options outstanding as of April 18,
2023, at a weighted average exercise price of $4.03 per share; |
| ● | 466,120
shares
of common stock reserved for future issuance under our 2018 Equity Incentive Plan as of April
18, 2023; |
| ● | 288,077
shares
of common stock issuable upon the exercise of warrants outstanding as of April 18,
2023 at a weighted average exercise price of $9.10 per share; and |
| ● | 692
shares
of common stock issuable upon the conversion of 78,888 shares of our Series B Convertible
Preferred Stock outstanding as of April 18, 2023. |
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus supplement and the base prospectus and the documents incorporated by reference herein and therein contain forward-looking
statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended,
which we refer to as the Exchange Act. These statements involve known and unknown risks, uncertainties and other important factors that
may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements
expressed or implied by the forward-looking statements. Forward-looking statements reflect our current views with respect to future events
and are based on assumptions and are subject to risks, uncertainties and other important factors. We discuss many of these risks, uncertainties
and other important factors in greater detail under the heading “Risk Factors”, including those reports incorporated by reference.
Because these risk factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements
made by us, you should not place undue reliance on any such forward-looking statements.
Further,
these forward-looking statements represent our estimates and assumptions only as of the date such forward-looking statements are made.
You should carefully read this prospectus supplement and future prospectus supplements, together with the information incorporated by
reference, completely and with the understanding that our actual future results may be materially different from what we expect. We can
give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact
they will have on our business, results of operations and financial condition. Any forward-looking statement speaks only as of the date
on which it is made and, except as required by applicable law, we undertake no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which such statement is made or reflect the occurrence of unanticipated events. New
factors emerge from time to time, and it is not possible for us to predict which will arise. We cannot assess the impact of each factor
on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements. Any statements in this prospectus supplement, the base prospectus and the information incorporated
herein and therein by reference about our expectations, beliefs, plans, objectives, assumptions or future events or performance that
are not historical facts are forward-looking statements. You can identify these forward-looking statements by the use of words or phrases
such as “believe”, “may”, “could”, “will”, “estimate”, “continue”,
“anticipate”, “intend”, “seek”, “plan”, “expect”, “should”, or
“would,” and similar expressions intended to identify forward-looking statements.
Among
the factors that could cause actual results to differ materially from those indicated in the forward-looking statements are risks and
uncertainties inherent in our business including, without limitation:
| ● | our
ability to adequately fund our projects as we eventually will need additional funding to
proceed with our objectives; |
| ● | our
ability to sustain current and planned studies of our products in the areas of immuno-pharmacology
and immune-oncology and other areas; |
| ● | the
results of current and planned studies of our products; |
| ● | the
studies we will be required to conduct and other activities we will be required to undertake,
and our ability to conduct such studies and activities to obtain regulatory approval as well
as our ability to obtain regulatory approval; |
| ● | the
potential therapeutic effects of our products; |
| ● | our
ability to commercialize and launch Ampligen in Argentina; |
| ● | our
ability to find senior co-development partners with the capital and expertise needed to commercialize
our products and to enter into arrangements with them on commercially reasonable terms; |
| ● | our
ability to manufacture and sell any products or our ability to enter into arrangements with
third party vendors to do so; |
| ● | market
acceptance of our products; |
| ● | our
ability to earn a profit from sales or licenses of any drugs; |
| ● | our
ability to discover new drugs in the future; |
| ● | changing
market conditions; and |
| ● | changes
in laws and regulations affecting our industry. |
Because
forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some
of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events
and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially
from those projected in the forward-looking statements. Moreover, we operate in an evolving environment.
This
prospectus and the documents incorporated by reference herein also refer to estimates and other statistical data made by independent
parties and by us relating to market size and growth and other data about our industry. This data involves a number of assumptions and
limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions and estimates of
our future performance and the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty
and risk.
RISK
FACTORS
Investment
in our common stock involves a high degree of risk. In addition to the other information included or incorporated by reference in this
prospectus supplement and the accompanying prospectus, you should carefully consider the risks described below and in the section entitled
“Risk Factors” in our Annual Report on Form 10-K for our most recent fiscal year filed with the Securities and Exchange Commission,
subsequent Quarterly Reports on Form 10-Q, and in other reports we file with the Securities and Exchange Commission that are incorporated
by reference herein, before making an investment decision. The following risks are presented as of the date of this prospectus supplement
and we expect that these will be updated from time to time in our periodic and current reports filed with the Securities and Exchange
Commission, which will be incorporated herein by reference. Please refer to these subsequent reports for additional information relating
to the risks associated with investing in our common stock.
The
risks and uncertainties described therein and below could materially adversely affect our business, operating results and financial condition,
as well as cause the value of our common stock to decline. You may lose all or part of your investment as a result. You should also refer
to the other information contained in this prospectus supplement and the accompanying prospectus, or incorporated by reference, including
our financial statements and the notes to those statements, and the information set forth under the caption “Special Note Regarding
Forward-Looking Statements.” Our actual results could differ materially from those anticipated in these forward-looking statements
as a result of certain factors, including the risks mentioned below. Forward-looking statements included in this prospectus supplement
are based on information available to us on the date hereof, and all forward-looking statements in documents incorporated by reference
are based on information available to us as of the date of such documents. We disclaim any intent to update any forward-looking statements.
The risks described below and contained in our Annual Report on Form 10-K, Form 10-Q and in our other periodic reports are not the only
ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business operations.
Risks
Related to this Offering
We
will have broad discretion in how we use the proceeds, and we may use the proceeds in ways in which you and other stockholders may disagree.
We
plan to use the net proceeds from the offering towards activities listed in “Use of Proceeds”. Pending these uses, we intend
to invest the net proceeds in investment grade, interest bearing securities. Our management will have broad discretion in the application
of the proceeds from this offering and could spend the proceeds in ways that do not necessarily improve our operating results or enhance
the value of our common stock.
You
may experience future dilution as a result of future equity offerings.
In
order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into
or exchangeable for our common stock at prices that may not be the same as the prices per share in this offering. We may sell shares
or other securities in any other offering at a price per share that is less than the prices per share paid by investors in this offering,
and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per
share at which we sell additional shares of our common stock, or securities convertible or exchangeable into shares of our common stock,
in future transactions may be higher or lower than the prices per share paid by investors in this offering.
It
is not possible to predict the aggregate proceeds resulting from sales made under the Equity Distribution Agreement.
Subject
to certain limitations in the Equity Distribution Agreement with Maxim and compliance with applicable law, we have the discretion to
deliver a placement notice to Maxim at any time throughout the term of the Equity Distribution Agreement. The number of shares that are
sold through Maxim after delivering a placement notice will fluctuate based on a number of factors, including the market price of our
common stock during the sales period, the limits we set with Maxim in any applicable placement notice, and the demand for our common
stock during the sales period. Because the price per share of each share sold will fluctuate during the sales period, it is not currently
possible to predict the aggregate proceeds to be raised in connection with those sales.
The
common stock offered hereby will be sold in “at-the-market” offerings, and investors who buy shares at different times will
likely pay different prices.
Investors
who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution
and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and
numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum
or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase
in this offering as a result of sales made at prices lower than the prices they paid.
Sales
of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress
the market price of our common stock.
Sales
of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur as a result
of our utilization of our shelf registration statement, our equity distribution agreement with Maxim or otherwise could depress the market
price of our common stock and impair our ability to raise capital through the sale of additional equity securities. We cannot predict
the effect that future sales of our common stock or the market perception that we are permitted to sell a significant number of our securities
would have on the market price of our common stock.
The
market price for our securities may be volatile, which could result in substantial losses to investors.
The
market price of our common stock has been and is likely to continue to be volatile. This is especially true given the current significant
instability in the financial markets. In addition to general economic, political and market conditions, the price and trading volume
of our stock could fluctuate widely in response to many factors, including:
| |
● |
announcements
of the results of clinical trials by us or our competitors; |
| |
|
|
| |
● |
announcements
of availability or projections of our products for commercial sale; |
| |
|
|
| |
● |
Our
ability to obtain financing as needed; |
| |
|
|
| |
● |
announcements
of legal actions against us and/or settlements or verdicts adverse to us; |
| |
|
|
| |
● |
adverse
reactions to products; |
| |
|
|
| |
● |
governmental
approvals, delays in expected governmental approvals or withdrawals of any prior governmental approvals or public or regulatory agency
comments regarding the safety or effectiveness of our products, or the adequacy of the procedures, facilities or controls employed
in the manufacture of our products; |
| |
|
|
| |
● |
changes
in U.S. or foreign regulatory policy during the period of product development; |
| |
|
|
| |
● |
developments
in patent or other proprietary rights, including any third party challenges of our intellectual property rights; |
| |
|
|
| |
● |
announcements
of technological innovations by us or our competitors; |
| |
|
|
| |
● |
announcements
of new products or new contracts by us or our competitors; |
| |
|
|
| |
● |
actual
or anticipated variations in our operating results due to the level of development expenses and other factors; |
| |
|
|
| |
● |
changes
in financial estimates by securities analysts and whether our earnings meet or exceed the estimates; |
| |
|
|
| |
● |
conditions
and trends in the pharmaceutical and other industries; |
| |
|
|
| |
● |
new
accounting standards; |
| |
|
|
| |
● |
overall
investment market fluctuation; |
| |
|
|
| |
● |
restatement
of prior financial results; |
| |
|
|
| |
● |
notice
of NYSE American non-compliance with requirements; and |
| |
|
|
| |
● |
occurrence
of any of the risks described in these risk factors and the risk factors incorporated by reference herein. |
Our
common stock is listed for quotation on the NYSE American. For the year ended December 31, 2022 and the six months ended March 31, 2023,
the trading price of our common stock has ranged, respectively, from $0.31 to $1.27 per share and from $0.31 to $0.77 per share. We expect
the price of our common stock to remain volatile. The average daily trading volume of our common stock varies significantly.
USE
OF PROCEEDS
We
may offer and sell shares of our common stock pursuant to this prospectus supplement having aggregate sales proceeds of up to $8,500,000
from time to time. The amount of proceeds we receive, if any, will depend on the actual number of shares of our common stock sold and
the market price at which such shares are sold. There can be no assurance that we will be able to sell any shares or fully utilize the
Equity Distribution Agreement with Maxim as a source of financing. Because there is no minimum offering amount required as a condition
to close this offering, the net proceeds to us, if any, are not determinable at this time.
We
currently intend to use the net proceeds from this offering, if any, primarily for working capital and general corporate purposes.
We
have broad discretion in determining how the proceeds of this offering will be used, and our discretion is not limited by the aforementioned
possible uses. Our board of directors believes the flexibility in application of the net proceeds is prudent. See “Risk Factors—Risks
Relating to this Offering— We will have broad discretion in how we use the proceeds, and we may use the proceeds in ways in which
you and other stockholders may disagree.”
DILUTION
Our
net tangible book value as of December 31, 2022 was approximately $36.5 million, or $0.76 per share. Net tangible book value per share
is determined by dividing our total tangible assets, less total liabilities, by the number of shares of our common stock outstanding
as of December 31, 2022. Dilution in net tangible book value per share represents the difference between the amount per share paid by
purchasers of shares of common stock in this offering and the as adjusted net tangible book value per share of our common stock immediately
after giving effect to this offering.
After
giving effect to the sale of our common stock in the aggregate amount of $8,500,000 in this offering at an assumed offering price of
$0.52, the last reported sale price of our common stock on the NYSE American on April 18, 2023, and after deducting commissions
and estimated aggregate offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2022 would have been
approximately $44,807,000, or $0.70 per share. This represents an immediate decrease in net tangible book value of ($0.06)
per share to existing stockholders and immediate dilution in net tangible book value of ($0.18) per share to new investors
purchasing our common stock in this offering. The following table illustrates this dilution on a per share basis:
| Assumed public offering price per share | |
| | |
|
$ |
0.52 |
|
| Net tangible book value per share as of December 31, 2022 | |
$ | 0.76 | |
|
|
|
|
| Decrease per share attributable to new investors | |
| (0.06 | ) |
|
|
|
|
| | |
| | |
|
|
|
|
| As adjusted net tangible book value per share after this offering | |
| | |
|
|
0.70 |
|
| Dilution per share to new investors | |
| | |
|
|
(0.18 |
) |
The
shares sold in this offering, if any, will be sold from time to time at various prices. An increase of $0.10 per share in the price at
which the shares are sold from the assumed offering price of $0.52 per share shown in the table above, assuming all of our common
stock in the aggregate amount of $8,500,000 is sold at that price, would increase our as adjusted net tangible book value per share after
the offering to $0.73 per share and would decrease the dilution in net tangible book value per share to new investors to $0.11
per share, after deducting commissions and estimated aggregate offering expenses payable by us. A decrease of $0.10 per share in
the price at which the shares are sold from the assumed offering price of $0.52 per share shown in the table above, assuming all
of our common stock in the aggregate amount of $8,500,000 is sold at that price, would increase our as adjusted net tangible book value
per share after the offering to $0.66 per share and would decrease the dilution in net tangible book value per share to new investors
to $0.24 per share, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied
for illustrative purposes only.
To
the extent that outstanding options or warrants are exercised, investors purchasing our common stock in this offering will experience
further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if
we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through
the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.
The
above discussion and table are based on 48,084,287 shares of common stock outstanding as of December 31, 2022, and exclude as of that
date:
| ● | 2,599,370
shares of our common stock issuable upon the exercise of stock options, at a weighted average
exercise price of $4.03 per share; |
| ● | 466,120
shares of common stock reserved for future issuance under our 2018 Equity Incentive Plan; |
| ● | 288,077
shares of common stock issuable upon the exercise of warrants outstanding at a weighted average
exercise price of $9,10 per share; and |
| ● | 696
shares of common stock issuable upon the conversion of 79,066 shares of our Series B Convertible
Preferred Stock. |
PLAN
OF DISTRIBUTION
We
have entered into an Equity Distribution Agreement with Maxim, dated April 19, 2023, pursuant to which we may issue and sell up
to an aggregate of $8,500,000 of shares of our common stock from time to time through Maxim acting as agent, subject to certain limitations,
pursuant to this prospectus supplement and the accompanying prospectus. Upon delivery of a placement notice and subject to the terms
and conditions of the Sales Agreement, Maxim may sell shares of our common stock by any method permitted by law deemed to be an “at-the-market”
equity offering as defined in Rule 415 promulgated under the Securities Act, including sales made directly on or through the NYSE American,
the existing trading market for our common stock, sales made to or through a market maker other than on an exchange or otherwise, in
negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or
any other method permitted by law, including in privately negotiated transactions.
Under
the terms of the Equity Distribution Agreement, in no event will the Company issue or sell through the Equity Distribution Agent such
number or dollar amount of shares of common stock that would (i) exceed the number or dollar amount of shares of common stock registered
and available on the Registration Statement, (ii) exceed the number of authorized but unissued shares of common stock, (iii) exceed the
number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if
applicable), or (iv) exceed the number or dollar amount of common stock for which the Company has filed a prospectus supplement to the
Registration Statement.
Each
time we wish to issue and sell common stock under the Equity Distribution Agreement, we will notify Maxim of the number of shares to
be issued, the dates on which such sales are anticipated to be made, any minimum price below which sales may not be made and other sales
parameters as we deem appropriate. Once we have so instructed Maxim, unless Maxim declines to accept the terms of the notice, Maxim has
agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such shares up to the
amount specified on such terms. The obligations of Maxim under the Equity Distribution Agreement to sell our common stock are subject
to a number of conditions that we must satisfy.
We
will pay Maxim in cash, upon each sale of our common stock pursuant to the Equity Distribution Agreement, a commission in an amount equal
to 3.0% of the aggregate gross proceeds from each sale of our common stock. Because there is no minimum offering amount required as a
condition to this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at
this time. We have agreed, under certain circumstances, to reimburse a portion of Maxim’ s expenses, including legal fees, in connection
with the establishment of this offering up to a maximum of $50,000, and $5,000 on a quarterly basis thereafter. We estimate that the
total expenses for the offering, excluding compensation and expense reimbursement payable to Maxim under the terms of the Equity Distribution
Agreement, will be approximately $100,000.
Settlement
for sales of common stock will occur on the second business day following the date or the standard settlement period at the date on which
any sales are made, or on some other date that is agreed upon by us and Maxim in connection with a particular transaction, in return
for payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement. Sales
of our common stock as contemplated in this prospectus will be settled through the facilities of The Depository Trust Company or by such
other means as we and Maxim may agree upon.
Maxim
will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices and applicable
state and federal laws, rules and regulations and the rules of The NYSE American. In connection with the sale of the common stock on
our behalf, Maxim will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of
Maxim will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to Maxim
against certain civil liabilities, including liabilities under the Securities Act.
The
offering of our common stock pursuant to the Equity Distribution Agreement will terminate upon the earliest of (i) the issuance and sale
of all shares of our common stock subject to the Equity Distribution Agreement, or (ii) twenty four (24) months from the execution of
the Equity Distribution Agreement or (iii) the termination of the Equity Distribution Agreement as permitted therein.
Maxim
and its affiliates may in the future provide various investment banking, commercial banking and other financial services for us and our
affiliates, for which services they may in the future receive customary fees. To the extent required by Regulation M, Maxim will not
engage in any market making activities involving our common stock while the offering is ongoing under this prospectus supplement.
This
prospectus supplement and accompanying prospectus in electronic format may be made available on a website maintained by Maxim and Maxim
may distribute this prospectus supplement and accompanying prospectus electronically.
Our
common stock is traded on the NYSE American under the symbol “AIM”.
The
foregoing does not purport to be a complete statement of the terms and conditions of the Equity Distribution Agreement. A copy of the
Equity Distribution Agreement is included as an exhibit to our Current Report on Form 8-K filed with the SEC on April 19, 2023
and incorporated by reference into the prospectus supplement. See “Incorporation Of Certain Information By Reference”
and “Where You Can Find More Information”.
LEGAL
MATTERS
The
validity of the common stock offered by this prospectus supplement and the accompanying prospectus will be passed upon for us by Silverman
Shin & Byrne PLLC, New York, New York. Ellenoff Grossman & Schole LLP, New York,
New York, is counsel for Maxim in connection with this offering.
EXPERTS
The
consolidated financial statements as of December 31, 2022 and 2021 and for each of the two years in the period ended December 31, 2022
incorporated by reference in this Prospectus and in the Registration Statement have been so incorporated in reliance on the report of
BDO USA, LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm
as experts in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus supplement and the accompanying prospectus are part of the registration statement on Form S-3 we filed with the SEC under
the Securities Act and do not contain all the information set forth in the registration statement. Whenever a reference is made in this
prospectus supplement or the accompanying prospectus to any of our contracts, agreements or other documents, the reference may not be
complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents
incorporated by reference in this prospectus supplement and the accompanying prospectus for a copy of such contract, agreement or other
document. We file annual, quarterly and special reports, proxy statements and other information with the SEC. The SEC maintains a website
that contains reports, proxy statements and other information about issuers, such as us, who file electronically with the SEC. The address
of that website is http://www.sec.gov. Our public filings are also available to the public on our website at http://www.aimimmuno.com.
The information contained on our website, however, is not, and should not be deemed to be, a part of this prospectus supplement, the
accompanying prospectus or any other report or filing filed with the SEC.
IMPORTANT
INFORMATION INCORPORATED BY REFERENCE
The
SEC allows us to “incorporate by reference” the information we file with them which means that we can disclose important
information to you by referring you to those documents instead of having to repeat the information in this prospectus supplement and
the accompanying prospectus. The information incorporated by reference is considered to be part of this prospectus supplement and the
accompanying prospectus, and later information that we file with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future information filed (rather than furnished) with the SEC under Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act between the date of this prospectus supplement and the termination of this offering, provided,
however, that we are not incorporating any information furnished under Item 2.02 or Item 7.01 of any current report on Form 8-K:
| ● | our
Annual Report on Form 10-K for the year ended December 31, 2022; |
| ● | our
Current Reports on Form 8-K filed on January 17, 2023, February 6, 2023, February 10, 2023,
February 24, 2023, March 6, 2023, March 8, 2023, March 13, 2023, March 16, 2023, March 30, 2023 and April 7, 2023; and |
| ● | A
description of our common stock contained in our registration statement on Form S-1, SEC
File No. 333-117178, and any amendment or report filed for the purpose of updating this description. |
Any
statement contained in this prospectus supplement, the accompanying prospectus or in a document incorporated or deemed to be incorporated
by reference into this prospectus supplement and the accompanying prospectus will be deemed to be modified or superseded for purposes
of this prospectus supplement and the accompanying prospectus to the extent that a statement contained in this prospectus supplement
and the accompanying prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus
supplement and the accompanying prospectus modifies or supersedes the statement. Any statements so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this prospectus supplement and the accompanying prospectus.
We
will furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference in this
prospectus, including exhibits to these documents. You should direct any requests for documents to Investor Relations, AIM ImmunoTech
Inc., 2117 SW Highway 484, Ocala, FL 34473, Attention: Corporate Secretary or by calling (352) 448-7797.
You
also may access these filings on our website at http://www.aimimmuno.com. We do not incorporate the information on our website
into this prospectus supplement or the accompanying base prospectus and you should not consider any information on, or that can be accessed
through, our website as part of this prospectus supplement or the accompanying prospectus (other than those filings with the SEC that
we specifically incorporate by reference into this prospectus supplement and the accompanying base prospectus).
Up
to $8,500,000
Common
Stock
PROSPECTUS
SUPPLEMENT
Maxim
Group LLC
April
19, 2023
Prospectus
AIM
IMMUNOTECH INC.
___________________________
$100,000,000
COMMON
STOCK
PREFERRED
STOCK
PURCHASE
CONTRACTS
WARRANTS
SUBSCRIPTION
RIGHTS
DEPOSITARY
SHARES
DEBT
SECURITIES
UNITS
We
may offer and sell from time to time, in one or more series, any one of the following securities of our company, for total gross proceeds
of up to $100,000,000:
| |
● |
common
stock; |
| |
● |
preferred
stock; |
| |
● |
purchase
contracts; |
| |
● |
warrants
to purchase our securities; |
| |
● |
subscription
rights to purchase any of the foregoing securities; |
| |
● |
depositary
shares; |
| |
● |
secured
or unsecured debt securities consisting of notes, debentures or other evidences of indebtedness which may be senior debt securities,
senior subordinated debt securities or subordinated debt securities, each of which may be convertible into equity securities; or |
| |
● |
units
comprised of, or other combinations of, the foregoing securities. |
We
may offer and sell these securities separately or together, in one or more series or classes and in amounts, at prices and on terms described
in one or more offerings. We may offer securities through underwriting syndicates managed or co-managed by one or more underwriters or
dealers, through agents or directly to purchasers. The prospectus supplement for each offering of securities will describe in detail
the plan of distribution for that offering. For general information about the distribution of securities offered, please see “Plan
of Distribution” in this prospectus.
Each
time our securities are offered, we will provide a prospectus supplement containing more specific information about the particular offering
and attach it to this prospectus. The prospectus supplements may also add, update or change information contained in this prospectus.
This
prospectus may not be used to offer or sell securities without a prospectus supplement which includes a description of the method and
terms of this offering.
Our
common stock is listed on the NYSE American under the symbol “AIM”. On January 19, 2022, the last reported sale price
for our common stock on the NYSE American was $0.80 per share.
As
of January 19, 2022, the aggregate market value of our outstanding common stock held by non-affiliates, or public float, was approximately
$66,955,163 based on 46,496,641 shares of outstanding common stock, at a price of $1.44 per share, which was the
last reported sale price of our common stock on the NYSE American on November 26, 2021. We have not offered or sold any securities
pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on and includes the date of this
prospectus. Pursuant to General Instruction I.B.6 of Form S-3, in No event will we sell securities registered on this registration statement
in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public
float remains below $75.0 million
If
we decide to seek a listing of any preferred stock, purchase contracts, warrants, subscriptions rights, depositary shares, debt securities
or units offered by this prospectus, the related prospectus supplement will disclose the exchange or market on which the securities will
be listed, if any, or where we have made an application for listing, if any.
Investing
in our securities involves certain risks. See “Risk Factors” beginning on page 4 and the risk factors in our most
recent Annual Report on Form 10-K, which is incorporated by reference herein, as well as in any other recently filed quarterly or current
reports and, if any, in the relevant prospectus supplement. We urge you to carefully read this prospectus and the accompanying prospectus
supplement, together with the documents we incorporate by reference, describing the terms of these securities before investing.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this Prospectus is February 4, 2022.
Table
of Contents
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing
a “shelf” registration process. Under this shelf registration process, we may offer and sell, either individually or in combination,
in one or more offerings, any of the securities described in this prospectus, for total gross proceeds of up to $100,000,000. This prospectus
provides you with a general description of the securities we may offer. Each time we offer securities under this prospectus, we will
provide a prospectus supplement to this prospectus that will contain more specific information about the terms of that offering. We may
also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings.
The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or
change any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus.
We
urge you to read carefully this prospectus, any applicable prospectus supplement and any free writing prospectuses we have authorized
for use in connection with a specific offering, together with the information incorporated herein by reference as described under the
heading “Incorporation of Documents by Reference,” before investing in any of the securities being offered. You should rely
only on the information contained in, or incorporated by reference into, this prospectus and any applicable prospectus supplement, along
with the information contained in any free writing prospectuses we have authorized for use in connection with a specific offering. We
have not authorized anyone to provide you with different or additional information. This prospectus is an offer to sell only the securities
offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.
The
information appearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only
as of the date on the front of the document and any information we have incorporated by reference is accurate only as of the date of
the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or
any related free writing prospectus, or any sale of a security.
This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the
actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some
of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration
statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled
“Where You Can Find Additional Information.”
CAUTIONARY
NOTE REGARDING FORWARD LOOKING STATEMENTS
This
prospectus and any accompanying prospectus supplement and the documents incorporated by reference herein may contain forward looking
statements that involve risks and uncertainties. All statements other than statements of historical fact contained in this prospectus
and any accompanying prospectus supplement and the documents incorporated by reference herein, including statements regarding future
events, our future financial performance, business strategy, and plans and objectives of management for future operations, are forward-looking
statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,”
“can,” “continue,” “could,” “estimates,” “expects,” “intends,”
“may,” “plans,” “potential,” “predicts,” “should,” or “will”
or the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe
we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in this
prospectus and the documents incorporated by reference herein, which may cause our or our industry’s actual results, levels of
activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a highly regulated,
very competitive, and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk
factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may
cause our actual results to differ materially from those contained in any forward-looking statements.
We
have based these forward-looking statements largely on our current expectations and projections about future events and financial trends
that we believe may affect our financial condition, results of operations, business strategy, short term and long term business operations,
and financial needs. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results
to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in this prospectus, and in particular, the risks discussed below and under the heading
“Risk Factors” and those discussed in other documents we file with the SEC. The following discussion should be read in conjunction
with the consolidated financial statements for the fiscal years ended December 31, 2020 and 2021 and notes incorporated by reference
herein. We undertake No obligation to revise or publicly release the results of any revision to these forward-looking statements, except
as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in
this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking
statement.
Any
forward-looking statement you read in this prospectus, any prospectus supplement or any document incorporated by reference reflects our
current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations,
operating results, growth strategy and liquidity. You should not place undue reliance on these forward-looking statements because such
statements speak only as to the date when made. We assume No obligation to publicly update or revise these forward-looking statements
for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements,
even if new information becomes available in the future, except as otherwise required by applicable law. You are advised, however, to
consult any further disclosures we make on related subjects in our reports on Forms 10-Q, 8-K and 10-K filed with the SEC. You should
understand that it is not possible to predict or identify all risk factors. Consequently, you should not consider any such list to be
a complete set of all potential risks or uncertainties.
PROSPECTUS
SUMMARY
This
summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that
you should consider before investing in our Company. You should carefully read the entire prospectus, including all documents incorporated
by reference herein. In particular, attention should be directed to our “Risk Factors,” “Information With Respect to
the Company,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the
financial statements and related notes thereto contained herein or otherwise incorporated by reference hereto, before making an investment
decision.
As
used herein, and any amendment or supplement hereto, unless otherwise indicated, “we,” “us,” “our,”
the “Company,” or “AIM” means AIM ImmunoTech Inc. and its subsidiaries. Unless otherwise indicated, all references
in this prospectus to “dollars” or “$” refer to US dollars.
About
AIM
AIM
is an immuno-pharma company headquartered in Ocala, Florida, and focused on the research and development of therapeutics to treat multiple
types of cancers, viral diseases and immune-deficiency disorders. We have established a strong foundation of laboratory, pre-clinical
and clinical data with respect to the development of nucleic acids and natural interferon to enhance the natural antiviral defense system
of the human body, and to aid the development of therapeutic products for the treatment of certain cancers and chronic diseases.
Our
flagship products are Ampligen (rintatolimod), a first-in-class drug of large macromolecular RNA (ribonucleic acid) molecules, and Alferon
N Injection (Interferon Alfa-N3). Ampligen has not been approved by the FDA or marketed in the United States. Ampligen is approved for
commercial sale in the Argentine Republic for the treatment of severe Chronic Fatigue Syndrome (“CFS”).
Our
primary present business focus involves Ampligen. Ampligen is a double stranded RNA molecule being developed for globally important cancers,
viral diseases and disorders of the immune system.
We
currently are proceeding primarily in three areas:
| |
● |
Ampligen
plus Standard of Care (“SOC”) to treat pancreatic cancer patients, and in other cancers, as a potential therapeutic that
modifies the tumor microenvironment with the goal of increasing anti-tumor responses to check point inhibitors and with SOC. |
| |
● |
Exploring
Ampligen’s antiviral activities and potential use as a prophylactic or treatment for existing viruses, mutations thereof or
new viruses. |
| |
● |
Ampligen
as a treatment for myalgic encephalomyelitis/chronic fatigue syndrome (“ME/CFS”) and what we refer to as Post-COVID-19
Cognitive Dysfunction (“PCCD”). |
Corporate
Information
Our
principal executive offices are located at 2117 SW Highway 484, Ocala FL34473, our telephone number is (352) 448-7797, and our Internet
website address is https://aimimmuno.com/. The information on our website is not a part of, or incorporated in, this prospectus
supplement.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider
the risk factors we describe in any prospectus supplement and in any related free writing prospectus for a specific offering of securities,
as well as those incorporated by reference into this prospectus or such prospectus supplement. You should also carefully consider other
information contained and incorporated by reference in this prospectus and any applicable prospectus supplement, including our financial
statements and the related notes thereto incorporated by reference in this prospectus. The risks and uncertainties described in the applicable
prospectus supplement and our other filings with the SEC incorporated by reference herein are not the only ones we face. Additional risks
and uncertainties not presently known to us or that we currently consider immaterial may also adversely affect us. If any of the described
risks occur, our business, financial condition or results of operations could be materially harmed. In such case, the value of our securities
could decline and you may lose all or part of your investment.
USE
OF PROCEEDS
We
intend to use the net proceeds from the sale of the securities as set forth in the applicable prospectus supplement.
PLAN
OF DISTRIBUTION
We
may sell the securities from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination
of these methods. We may sell the securities to or through underwriters or dealers, through agents, or directly to one or more purchasers.
We may distribute securities from time to time in one or more transactions:
| ● | at
a fixed price or prices, which may be changed; |
| ● | at
market prices prevailing at the time of sale; |
| ● | at
prices related to such prevailing market prices; or |
We
may also sell equity securities covered by this registration statement in an “at the market” offering as defined in Rule
415(a)(4) under the Securities Act. Such offering may be made into an existing trading market for such securities in transactions at
other than a fixed price on or through the facilities of the NYSE American, LLC or any other securities exchange or quotation or trading
service on which such securities may be listed, quoted or traded at the time of sale.
Such
at the market offerings, if any, may be conducted by underwriters acting as principal or agent.
A
prospectus supplement or supplements (and any related free writing prospectus that we may authorize to be provided to you) will describe
the terms of the offering of the securities, including, to the extent applicable:
| |
● |
the
name or names of any underwriters, dealers or agents, if any; |
| |
● |
the
purchase price of the securities and the proceeds we will receive from the sale; |
| |
● |
any
over-allotment options under which underwriters may purchase additional securities from us; |
| |
● |
any
agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation; |
| |
● |
any
public offering price; |
| |
● |
any
discounts or concessions allowed or reallowed or paid to dealers; and |
| |
● |
any
securities exchange or market on which the securities may be listed. |
Only
underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.
If
underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time to
time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations
of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement.
We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters without
a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities offered by the prospectus
supplement. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may change from time to
time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter,
the nature of any such relationship.
We
may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale
of securities, and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement
states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
We
may authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase securities from us at
the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery
on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation
of these contracts in the prospectus supplement.
We
may provide agents and underwriters with indemnification against civil liabilities related to this offering, including liabilities under
the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities.
Agents and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.
All
securities we offer, other than common stock, will be new issues of securities with No established trading market. Any underwriters may
make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice.
We cannot guarantee the liquidity of the trading markets for any securities.
Any
underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids. Overallotment involves
sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities
in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling
concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to
cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced,
the underwriters may discontinue any of the activities at any time. These transactions may be effected on any exchange or over-the-counter
market or otherwise.
Any
underwriters who are qualified market makers on the NYSE American, LLC may engage in passive market making transactions in the securities
on the NYSE American, LLC in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering,
before the commencement of offers or sales of the securities. Passive market makers must comply with applicable volume and price limitations
and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of
the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however,
the passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize
the market price of the securities at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued
at any time.
If
5% or more of the net proceeds of any offering of securities made under this prospectus will be received by a FINRA member participating
in the offering or affiliates or associated persons of such FINRA member, the offering will be conducted in accordance with FINRA Rule
5121.
DESCRIPTION
OF SECURITIES WE MAY OFFER
General
This
prospectus describes the general terms of our capital stock. The following description is not complete and may not contain all the information
you should consider before investing in our capital stock. For a more detailed description of these securities, you should read the applicable
provisions of Delaware law and our certificate of incorporation, as amended, referred to herein as our certificate of incorporation,
and our amended and restated bylaws, referred to herein as our bylaws. When we offer to sell a particular series of these securities,
we will describe the specific terms of the series in a supplement to this prospectus. Accordingly, for a description of the terms of
any series of securities, you must refer to both the prospectus supplement relating to that series and the description of the securities
described in this prospectus. To the extent the information contained in the prospectus supplement differs from this summary description,
you should rely on the information in the prospectus supplement.
The
total number of shares of capital stock we are authorized to issue is 355,000,000 shares, of which (a) 350,000,000 shares are common
stock, $0.001 par value, and (b) 5,000,000 shares are preferred stock, $0.01 par value.
We,
directly or through agents, dealers or underwriters designated from time to time, may offer, issue and sell, together or separately,
up to $100,000,000 in the aggregate of:
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common
stock; |
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preferred
stock; |
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purchase
contracts; |
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warrants
to purchase our securities; |
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subscription
rights to purchase our securities; |
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● |
depositary
shares; |
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secured
or unsecured debt securities consisting of notes, debentures or other evidences of indebtedness which may be senior debt securities,
senior subordinated debt securities or subordinated debt securities, each of which may be convertible into equity securities; or |
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units
comprised of, or other combinations of, the foregoing securities. |
We
may issue the debt securities as exchangeable for or convertible into shares of common stock, preferred stock or other securities that
may be sold by us pursuant to this prospectus or any combination of the foregoing. The preferred stock may also be exchangeable for and/or
convertible into shares of common stock, another series of preferred stock or other securities that may be sold by us pursuant to this
prospectus or any combination of the foregoing. When a particular series of securities is offered, a supplement to this prospectus will
be delivered with this prospectus, which will set forth the terms of the offering and sale of the offered securities.
Common
Stock
As
of January 19, 2022, there were 46,496,641 shares of common stock issued and outstanding, held of record by approximately
149 stockholders. Subject to preferential rights with respect to any outstanding preferred stock, all outstanding shares of common stock
are of the same class and have equal rights and attributes.
Dividend
Rights
Holders
of the common stock may receive dividends when, as and if declared by our board of directors out of the assets legally available for
that purpose and subject to the preferential dividend rights of any other classes or series of stock of our Company. We have never paid,
and have No plans to pay, any dividends on our shares of common stock.
Voting
Rights
Holders
of the common stock are entitled to one vote per share in all matters as to which holders of common stock are entitled to vote. Holders
of not less than 40% of the outstanding shares of common stock entitled to vote at any meeting of stockholders constitute a quorum unless
otherwise required by law.
Election
of Directors
Directors
hold office until the next annual meeting of stockholders and are eligible for re-election at such meeting. Directors are elected by
a plurality of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.
There is No cumulative voting for directors.
Liquidation
In
the event of any liquidation, dissolution or winding up of the Company, holders of the common stock have the right to receive ratably
and equally all of the assets remaining after payment of liabilities and liquidation preferences of any preferred stock then outstanding.
Redemption
The
common stock is not redeemable or convertible and does not have any sinking fund provisions.
Preemptive
Rights
Holders
of the common stock do not have preemptive rights.
Other
Rights
Our
common stock is not liable to further calls or to assessment by the registrant and for liabilities of the registrant imposed on its stockholders
under state statutes.
Right
to Amend Bylaws
The
board of directors has the power to adopt, amend or repeal the bylaws. Bylaws adopted by the board of directors may be repealed or changed,
and new bylaws made, by the stockholders, and the stockholders may prescribe that any bylaw made by them shall not be altered, amended
or repealed by the board of directors.
Change
in Control
Provisions
of Delaware law and our certificate of incorporation and bylaws and our rights plan could make the acquisition of our company by means
of a tender offer, proxy contest or otherwise, and the removal of incumbent officers and directors, more difficult.
Section
203 of the Delaware General Corporation Law
We
are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business
combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder,
with the following exceptions:
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before
such date, our board of directors of the corporation approved either the business combination or the transaction that resulted in
the stockholder becoming an interested stockholder; |
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upon
completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned
at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining
the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by
persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to
determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
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on
or after such date, the business combination is approved by our board of directors and authorized at an annual or special meeting
of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that
is not owned by the interested stockholder. |
In
general, Section 203 defines business combination to include the following:
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any
merger or consolidation involving the corporation and the interested stockholder; |
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any
sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; |
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subject
to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation
to the interested stockholder; |
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any
transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series
of the corporation beneficially owned by the interested stockholder; or |
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the
receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits by or
through the corporation. |
In
general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates
and associates, beneficially owns, or within three years before the time of determination of interested stockholder status did own, 15%
or more of the outstanding voting stock of the corporation.
Certificate
of Incorporation and Bylaws
Our
certificate of incorporation and/or bylaws provide that:
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our
bylaws may be amended or repealed by our board of directors or our stockholders; |
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our
board of directors will be authorized to issue, without stockholder approval, preferred stock, the rights of which will be determined
at the discretion of our board of directors and that, if issued, could operate as a “poison pill” to dilute the stock
ownership of a potential hostile acquirer to prevent an acquisition that our board of directors does not approve; |
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our
stockholders do not have cumulative voting rights, and therefore our stockholders holding a majority of the shares of common stock
outstanding will be able to elect all of our directors; and |
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our
stockholders must comply with advance notice provisions to bring business before or nominate directors for election at a stockholder
meeting. |
Stockholder
Rights Plan (the “Rights Plan”)
On
November 19, 2002, our board of directors declared a dividend distribution of one Right (a “Right”) for each outstanding
share of common stock to stockholders of record at the close of business on November 29, 2002. On November 14, 2017, at the direction
of our board of directors, we amended and restated our Rights Agreement with American Stock Transfer & Trust Company, LLC, as amended
and restated, or the Rights Agreement. Each Right entitles the registered holder to purchase from us a unit consisting of one one-hundredth
of a share, or a Unit, of Series A Junior Participating Preferred Stock, par value $0.01 per share, or the Series A Preferred Stock,
at a Purchase Price of $21.00 per Unit, subject to adjustment. The description and terms of the Rights are set forth in the Rights Agreement.
The foregoing description of the Rights and the Rights Agreement are qualified in their entire by reference to the disclosure in our
Registration Statement on Form 8-A12B (No. 0-27072) and the Rights Agreement filed therewith, filed with the SEC on November 14, 2017,
with such filing and exhibit being herein incorporated by reference.
Market,
Symbol and Transfer Agent
Our
common stock is listed for trading on the NYSE American under the symbol “AIM”. The transfer agent and registrar for our
common stock is American Stock Transfer and Trust Company.
Preferred
Stock
Our
certificate of incorporation empowers our board of directors, without action by our stockholders, to issue up to 5,000,000 shares of
blank check preferred stock from time to time in one or more series, which preferred stock may be offered by this prospectus and supplements
thereto. 250,000 shares of preferred stock have been designated as Series A Junior Participating Preferred Stock and 8,000 shares have
been designated as Series B Convertible Preferred Stock. The Series B Convertible Preferred Stock has a stated value $1,000 per share.
Each such Series B Convertible Preferred Share currently is convertible into approximately 114 shares of common stock.
As
of January 19, 2022, No shares of Series A Junior Participating Preferred Stock were outstanding and 715 shares of Series B Convertible
Preferred Stock were outstanding.
We
will fix the rights, preferences, privileges and restrictions of the preferred stock of each series in the certificate of designation
relating to that series. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate
by reference from a current report on Form 8-K that we file with the SEC, the form of any certificate of designation that describes the
terms of the series of preferred stock we are offering before the issuance of the related series of preferred stock. This description
will include any or all of the following, as required:
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the
title and stated value; |
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the
number of shares we are offering; |
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the
liquidation preference per share; |
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the
purchase price; |
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the
dividend rate, period and payment date and method of calculation for dividends; |
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whether
dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; |
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any
contractual limitations on our ability to declare, set aside or pay any dividends; |
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the
procedures for any auction and remarketing, if any; |
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the
provisions for a sinking fund, if any; |
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the
provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase
rights; |
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any
listing of the preferred stock on any securities exchange or market; |
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whether
the preferred stock will be convertible into our common stock, and, if applicable, the conversion price, or how it will be calculated,
and the conversion period; |
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whether
the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price, or how it will be calculated,
and the exchange period; |
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voting
rights, if any, of the preferred stock; |
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preemptive
rights, if any; |
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restrictions
on transfer, sale or other assignment, if any; |
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whether
interests in the preferred stock will be represented by depositary shares; |
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a
discussion of any material or special United States federal income tax considerations applicable to the preferred stock; |
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the
relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our
affairs; |
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any
limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock
as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and |
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any
other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock. |
If
we issue shares of preferred stock under this prospectus, after receipt of payment therefor, the shares will be fully paid and non-assessable.
The
Delaware General Corporation Law provides that the holders of preferred stock will have the right to vote separately as a class on any
proposal involving fundamental changes in the rights of holders of that preferred stock. This right is in addition to any voting rights
provided for in the applicable certificate of designation.
Our
board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting
power or other rights of the holders of our common stock. Preferred stock could be issued quickly with terms designed to delay or prevent
a change in control of our Company or make removal of management more difficult. Additionally, the issuance of preferred stock could
have the effect of decreasing the market price of our common stock.
Series
A Junior Participating Preferred Stock.
See
“Stockholder Rights Plan” above.
Series
B Convertible Preferred Stock
Pursuant
to the terms of the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock, or the Certificate of
Designations, each share of the Series B preferred stock currently is convertible into shares of common stock at the option of the holder
or the Company into approximately 114 shares of common stock.
The
Series B preferred stock holders are entitled to dividends if and when dividends are paid on the Company’s common stock in an amount
calculated on an as converted basis.
In
the event of a liquidation, dissolution or winding up of the Company, then the holders of the Series B preferred stock are entitled to
receive out of the assets of the Company legally available for distribution along with holders of common stock an amount calculated on
an as converted basis.
Other
Provisions
This
section is a summary and may not describe every aspect of the common stock and Series B preferred stock that may be important to you.
We urge you to read applicable Delaware law, our certificate of incorporation, including the Certificate of Designations, and bylaws,
and the Rights Plan because they, and not this description, define your rights as a holder of common stock.
Purchase
Contracts
We
may issue purchase contracts, representing contracts obligating holders to purchase from us, and us to sell to the holders, a specific
or varying number of common stock, preferred stock, warrants, depositary shares, debt securities, warrants or any combination of the
above, at a future date or dates. Alternatively, the purchase contracts may obligate us to purchase from holders, and obligate holders
to sell to us, a specific or varying number of common stock, preferred stock, warrants, depositary shares, debt securities, or any combination
of the above. The price of the securities and other property subject to the purchase contracts may be fixed at the time the purchase
contracts are issued or may be determined by reference to a specific formula set forth in the purchase contracts.
The
purchase contracts may be issued separately or as a part of a unit that consists of (a) a purchase contract and (b) one or more of the
other securities that may be sold by us pursuant to this prospectus or any combination of the foregoing, which may secure the holders’
obligations to purchase the securities under the purchase contract. The purchase contracts may require us to make periodic payments to
the holders or require the holders to make periodic payments to us. These payments may be unsecured or prefunded and may be paid on a
current or on a deferred basis. The purchase contracts may require holders to secure their obligations under the contracts in a manner
specified in the applicable prospectus supplement.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current
report on Form 8-K that we file with the SEC, forms of the purchase contracts and purchase contract agreement, if any. The applicable
prospectus supplement will describe the terms of any purchase contracts in respect of which this prospectus is being delivered, including,
to the extent applicable, the following:
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whether
the purchase contracts obligate the holder or us to purchase or sell, or both purchase and sell, the securities subject to purchase
under the purchase contract, and the nature and amount of each of those securities, or the method of determining those amounts; |
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whether
the purchase contracts are to be prepaid or not; |
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whether
the purchase contracts are to be settled by delivery, or by reference or linkage to the value, performance or level of the securities
subject to purchase under the purchase contract; |
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any
acceleration, cancellation, termination or other provisions relating to the settlement of the purchase contracts; and |
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whether
the purchase contracts will be issued in fully registered or global form. |
Warrants
We
may issue warrants to purchase our securities or other rights, including rights to receive payment in cash or securities based on the
value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing. Warrants
may be issued independently or together with any other securities that may be sold by us pursuant to this prospectus or any combination
of the foregoing and may be attached to, or separate from, such securities. To the extent warrants that we issue are to be publicly-traded,
each series of such warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current
report on Form 8-K that we file with the SEC, forms of the warrant and warrant agreement, if any. The prospectus supplement relating
to any warrants that we may offer will contain the specific terms of the warrants and a description of the material provisions of the
applicable warrant agreement, if any. These terms may include the following:
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the
title of the warrants; |
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the
price or prices at which the warrants will be issued; |
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the
designation, amount and terms of the securities or other rights for which the warrants are exercisable; |
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the
designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants issued
with each other security; |
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the
aggregate number of warrants; |
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any
provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of
the warrants; |
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the
price or prices at which the securities or other rights purchasable upon exercise of the warrants may be purchased; |
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if
applicable, the date on and after which the warrants and the securities or other rights purchasable upon exercise of the warrants
will be separately transferable; |
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a
discussion of any material U.S. federal income tax considerations applicable to the exercise of the warrants; |
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the
date on which the right to exercise the warrants will commence, and the date on which the right will expire; |
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the
maximum or minimum number of warrants that may be exercised at any time; |
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information
with respect to book-entry procedures, if any; and |
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any
other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants. |
Exercise
of Warrants. Each warrant will entitle the holder of warrants to purchase the amount of securities or other rights, at the exercise
price stated or determinable in the prospectus supplement for the warrants. Warrants may be exercised at any time up to the close of
business on the expiration date shown in the applicable prospectus supplement, unless otherwise specified in such prospectus supplement.
After the close of business on the expiration date, if applicable, unexercised warrants will become void. Warrants may be exercised in
the manner described in the applicable prospectus supplement. When the warrant holder makes the payment and properly completes and signs
the warrant certificate at the corporate trust office of the warrant agent, if any, or any other office indicated in the prospectus supplement,
we will, as soon as possible, forward the securities or other rights that the warrant holder has purchased. If the warrant holder exercises
less than all of the warrants represented by the warrant certificate, we will issue a new warrant certificate for the remaining warrants.
Subscription
Rights
We
may issue rights to purchase our securities. The rights may or may not be transferable by the persons purchasing or receiving the rights.
In connection with any rights offering, we may enter into a standby underwriting or other arrangement with one or more underwriters or
other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after
such rights offering. In connection with a rights offering to holders of our capital stock a prospectus supplement will be distributed
to such holders on the record date for receiving rights in the rights offering set by us.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current
report on Form 8-K that we file with the SEC, forms of the subscription rights, standby underwriting agreement or other agreements, if
any. The prospectus supplement relating to any rights that we offer will include specific terms relating to the offering, including,
among other matters:
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the
date of determining the security holders entitled to the rights distribution; |
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the
aggregate number of rights issued and the aggregate amount of securities purchasable upon exercise of the rights; |
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the
exercise price; |
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the
conditions to completion of the rights offering; |
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the
date on which the right to exercise the rights will commence and the date on which the rights will expire; and |
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any
applicable federal income tax considerations. |
Each
right would entitle the holder of the rights to purchase the principal amount of securities at the exercise price set forth in the applicable
prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration date for the rights provided
in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised rights will become void.
Holders
may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly
completed and duly executed at the corporate trust office of the rights agent, if any, or any other office indicated in the prospectus
supplement, we will, as soon as practicable, forward the securities purchasable upon exercise of the rights. If less than all of the
rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than stockholders,
to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements,
as described in the applicable prospectus supplement.
Depositary
Shares
General.
We may offer fractional shares of preferred stock, rather than full shares of preferred stock. If we decide to offer fractional shares
of our preferred stock, we will issue receipts for depositary shares. Each depositary share will represent a fraction of a share of a
particular series of our preferred stock, and the applicable prospectus supplement will indicate that fraction. The shares of preferred
stock represented by depositary shares will be deposited under a deposit agreement between us and a depositary that is a bank or trust
company that meets certain requirements and is selected by us. The depositary will be specified in the applicable prospectus supplement.
Each owner of a depositary share will be entitled to all of the rights and preferences of the preferred stock represented by the depositary
share.
The
depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement. Depositary receipts will be distributed
to those persons purchasing the fractional shares of our preferred stock in accordance with the terms of the offering. We will file as
exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current report on
Form 8-K that we file with the SEC, forms of the deposit agreement, form of certificate of designation of underlying preferred stock,
form of depositary receipts and any other related agreements.
Dividends
and Other Distributions. The depositary will distribute all cash dividends or other cash distributions received by it in respect
of the preferred stock to the record holders of depositary shares relating to such preferred shares in proportion to the numbers of depositary
shares held on the relevant record date.
In
the event of a distribution other than in cash, the depositary will distribute securities or property received by it to the record holders
of depositary shares in proportion to the numbers of depositary shares held on the relevant record date, unless the depositary determines
that it is not feasible to make such distribution. In that case, the depositary may make the distribution by such method as it deems
equitable and practicable. One such possible method is for the depositary to sell the securities or property and then distribute the
net proceeds from the sale as provided in the case of a cash distribution.
Redemption
of Depositary Shares. Whenever we redeem the preferred stock, the depositary will redeem a number of depositary shares representing
the same number of shares of preferred stock so redeemed. If fewer than all of the depositary shares are to be redeemed, the depositary
shares to be redeemed will be selected by lot, pro rata or by any other equitable method as the depositary may determine.
Voting
of Underlying Shares. Upon receipt of notice of any meeting at which the holders of our preferred stock of any series are entitled
to vote, the depositary will mail the information contained in the notice of the meeting to the record holders of the depositary shares
relating to that series of preferred stock. Each record holder of the depositary shares on the record date will be entitled to instruct
the depositary as to the exercise of the voting rights represented by the number of shares of preferred stock underlying the holder’s
depositary shares. The depositary will endeavor, to the extent it is practical to do so, to vote the number of whole shares of preferred
stock underlying such depositary shares in accordance with such instructions. We will agree to take all action that the depositary may
deem reasonably necessary in order to enable the depositary to do so. To the extent the depositary does not receive specific instructions
from the holders of depositary shares relating to such preferred shares, it will abstain from voting such shares of preferred stock.
Withdrawal
of Shares. Upon surrender of depositary receipts representing any number of whole shares at the depositary’s office, unless
the related depositary shares previously have been called for redemption, the holder of the depositary shares evidenced by the depositary
receipts will be entitled to delivery of the number of whole shares of the related series of preferred stock and all money and other
property, if any, underlying such depositary shares. However, once such an exchange is made, the preferred stock cannot thereafter be
re-deposited in exchange for depositary shares. Holders of depositary shares will be entitled to receive whole shares of the related
series of preferred stock on the basis set forth in the applicable prospectus supplement. If the depositary receipts delivered by the
holder evidence a number of depositary shares representing more than the number of whole shares of preferred stock of the related series
to be withdrawn, the depositary will deliver to the holder at the same time a new depositary receipt evidencing the excess number of
depositary shares.
Amendment
and Termination of Depositary Agreement. The form of depositary receipt evidencing the depositary shares and any provision
of the applicable depositary agreement may at any time be amended by agreement between us and the depositary. We may, with the consent
of the depositary, amend the depositary agreement from time to time in any manner that we desire. However, if the amendment would materially
and adversely alter the rights of the existing holders of depositary shares, the amendment would need to be approved by the holders of
at least a majority of the depositary shares then outstanding.
The
depositary agreement may be terminated by us or the depositary if:
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all
outstanding depositary shares have been redeemed; or |
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there
has been a final distribution in respect of the shares of preferred stock of the applicable series in connection with our liquidation,
dissolution or winding up and such distribution has been made to the holders of depositary receipts. |
Resignation
and Removal of Depositary. The depositary may resign at any time by delivering to us notice of its election to do so. We may remove
a depositary at any time. Any resignation or removal will take effect upon the appointment of a successor depositary and its acceptance
of appointment.
Charges
of Depositary. We will pay all transfer and other taxes and governmental charges arising solely from the existence of any depositary
arrangements. We will pay all charges of each depositary in connection with the initial deposit of the preferred shares of any series,
the initial issuance of the depositary shares, any redemption of such preferred shares and any withdrawals of such preferred shares by
holders of depositary shares. Holders of depositary shares will be required to pay any other transfer taxes.
Notices.
Each depositary will forward to the holders of the applicable depositary shares all notices, reports and communications from us which
are delivered to such depositary and which we are required to furnish the holders of the preferred stock represented by such depositary
shares.
Miscellaneous.
The depositary agreement may contain provisions that limit our liability and the liability of the depositary to the holders of depositary
shares. Both the depositary and we are also entitled to an indemnity from the holders of the depositary shares prior to bringing, or
defending against, any legal proceeding. We or any depositary may rely upon written advice of counsel or accountants, or information
provided by persons presenting preferred shares for deposit, holders of depositary shares or other persons believed by us to be competent
and on documents believed by us or them to be genuine.
Debt
Securities
As
used in this prospectus, the term “debt securities” means the debentures, notes, bonds and other evidences of indebtedness
that we may issue from time to time. The debt securities will either be senior debt securities, senior subordinated debt or subordinated
debt securities. We may also issue convertible debt securities. Debt securities may be issued under an indenture (which we refer to herein
as an Indenture), which are contracts entered into between us and a trustee to be named therein. The Indenture has been filed as an exhibit
to the registration statement of which this prospectus forms a part. We may issue debt securities and incur additional indebtedness other
than through the offering of debt securities pursuant to this prospectus. It is likely that convertible debt securities will not be issued
under an Indenture.
The
debt securities may be fully and unconditionally guaranteed on a secured or unsecured senior or subordinated basis by one or more guarantors,
if any. The obligations of any guarantor under its guarantee will be limited as necessary to prevent that guarantee from constituting
a fraudulent conveyance under applicable law. In the event that any series of debt securities will be subordinated to other indebtedness
that we have outstanding or may incur, the terms of the subordination will be set forth in the prospectus supplement relating to the
subordinated debt securities.
We
may issue debt securities from time to time in one or more series, in each case with the same or various maturities, at par or at a discount.
Unless indicated in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the
holders of the debt securities of such series outstanding at the time of the issuance. Any such additional debt securities, together
with all other outstanding debt securities of that series, will constitute a single series of debt securities under the applicable Indenture
and will be equal in ranking.
Should
an Indenture relate to unsecured indebtedness, in the event of a bankruptcy or other liquidation event involving a distribution of assets
to satisfy our outstanding indebtedness or an event of default under a loan agreement relating to secured indebtedness of our company
or its subsidiaries, the holders of such secured indebtedness, if any, would be entitled to receive payment of principal and interest
prior to payments on the unsecured indebtedness issued under an Indenture.
Each
prospectus supplement will describe the terms relating to the specific series of debt securities. These terms will include some or all
of the following:
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the
title of debt securities and whether the debt securities are senior or subordinated; |
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any
limit on the aggregate principal amount of debt securities of such series; |
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the
percentage of the principal amount at which the debt securities of any series will be issued; |
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the
ability to issue additional debt securities of the same series; |
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the
purchase price for the debt securities and the denominations of the debt securities; |
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the
specific designation of the series of debt securities being offered; |
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the
maturity date or dates of the debt securities and the date or dates upon which the debt securities are payable and the rate or rates
at which the debt securities of the series shall bear interest, if any, which may be fixed or variable, or the method by which such
rate shall be determined; |
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the
basis for calculating interest; |
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the
date or dates from which any interest will accrue or the method by which such date or dates will be determined; |
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the
duration of any deferral period, including the period during which interest payment periods may be extended; |
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whether
the amount of payments of principal of (and premium, if any) or interest on the debt securities may be determined with reference
to any index, formula or other method, such as one or more currencies, commodities, equity indices or other indices, and the manner
of determining the amount of such payments; |
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the
dates on which we will pay interest on the debt securities and the regular record date for determining who is entitled to the interest
payable on any interest payment date; |
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the
place or places where the principal of (and premium, if any) and interest on the debt securities will be payable, where any securities
may be surrendered for registration of transfer, exchange or conversion, as applicable, and notices and demands may be delivered
to or upon us pursuant to the applicable Indenture; |
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the
rate or rates of amortization of the debt securities; |
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any
terms for the attachment to the debt securities of warrants, options or other rights to purchase or sell our securities; |
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if
the debt securities will be secured by any collateral and, if so, a general description of the collateral and the terms and provisions
of such collateral security, pledge or other agreements; |
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if
we possess the option to do so, the periods within which and the prices at which we may redeem the debt securities, in whole or in
part, pursuant to optional redemption provisions, and the other terms and conditions of any such provisions; |
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our
obligation or discretion, if any, to redeem, repay or purchase debt securities by making periodic payments to a sinking fund or through
an analogous provision or at the option of holders of the debt securities, and the period or periods within which and the price or
prices at which we will redeem, repay or purchase the debt securities, in whole or in part, pursuant to such obligation, and the
other terms and conditions of such obligation; |
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the
terms and conditions, if any, regarding the option or mandatory conversion or exchange of debt securities; |
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the
period or periods within which, the price or prices at which and the terms and conditions upon which any debt securities of the series
may be redeemed, in whole or in part at our option and, if other than by a board resolution, the manner in which any election by
us to redeem the debt securities shall be evidenced; |
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any
restriction or condition on the transferability of the debt securities of a particular series; |
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the
portion, or methods of determining the portion, of the principal amount of the debt securities which we must pay upon the acceleration
of the maturity of the debt securities in connection with any event of default; |
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the
currency or currencies in which the debt securities will be denominated and in which principal, any premium and any interest will
or may be payable or a description of any units based on or relating to a currency or currencies in which the debt securities will
be denominated; |
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provisions,
if any, granting special rights to holders of the debt securities upon the occurrence of specified events; |
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any
deletions from, modifications of or additions to the events of default or our covenants with respect to the applicable series of
debt securities, and whether or not such events of default or covenants are consistent with those contained in the applicable Indenture; |
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any
limitation on our ability to incur debt, redeem stock, sell our assets or other restrictions; |
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the
application, if any, of the terms of the applicable Indenture relating to defeasance and covenant defeasance (which terms are described
below) to the debt securities; |
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what
subordination provisions will apply to the debt securities; |
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the
terms, if any, upon which the holders may convert or exchange the debt securities into or for our securities or property; |
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whether
we are issuing the debt securities in whole or in part in global form; |
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any
change in the right of the trustee or the requisite holders of debt securities to declare the principal amount thereof due and payable
because of an event of default; |
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the
depositary for global or certificated debt securities, if any; |
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any
material federal income tax consequences applicable to the debt securities, including any debt securities denominated and made payable,
as described in the prospectus supplements, in foreign currencies, or units based on or related to foreign currencies; |
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any
right we may have to satisfy, discharge and defease our obligations under the debt securities, or terminate or eliminate restrictive
covenants or events of default in the Indentures, by depositing money or U.S. government obligations with the trustee of the Indentures; |
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the
names of any trustees, depositories, authenticating or paying agents, transfer agents or registrars or other agents with respect
to the debt securities; |
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to
whom any interest on any debt security shall be payable, if other than the person in whose name the security is registered, on the
record date for such interest, the extent to which, or the manner in which, any interest payable on a temporary global debt security
will be paid; |
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if
the principal of or any premium or interest on any debt securities is to be payable in one or more currencies or currency units other
than as stated, the currency, currencies or currency units in which it shall be paid and the periods within and terms and conditions
upon which such election is to be made and the amounts payable (or the manner in which such amount shall be determined); |
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the
portion of the principal amount of any debt securities which shall be payable upon declaration of acceleration of the maturity of
the debt securities pursuant to the applicable Indenture; |
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if
the principal amount payable at the stated maturity of any debt security of the series will not be determinable as of any one or
more dates prior to the stated maturity, the amount which shall be deemed to be the principal amount of such debt securities as of
any such date for any purpose, including the principal amount thereof which shall be due and payable upon any maturity other than
the stated maturity or which shall be deemed to be outstanding as of any date prior to the stated maturity (or, in any such case,
the manner in which such amount deemed to be the principal amount shall be determined); and |
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any
other specific terms of the debt securities, including any modifications to the events of default under the debt securities and any
other terms which may be required by or advisable under applicable laws or regulations. |
Unless
otherwise specified in the applicable prospectus supplement, we do not anticipate the debt securities will be listed on any securities
exchange. Holders of the debt securities may present registered debt securities for exchange or transfer in the manner described in the
applicable prospectus supplement. Except as limited by the applicable Indenture, we will provide these services without charge, other
than any tax or other governmental charge payable in connection with the exchange or transfer.
Debt
securities may bear interest at a fixed rate or a variable rate as specified in the prospectus supplement. In addition, if specified
in the prospectus supplement, we may sell debt securities bearing No interest or interest at a rate that at the time of issuance is below
the prevailing market rate, or at a discount below their stated principal amount. We will describe in the applicable prospectus supplement
any special federal income tax considerations applicable to these discounted debt securities.
We
may issue debt securities with the principal amount payable on any principal payment date, or the amount of interest payable on any interest
payment date, to be determined by referring to one or more currency exchange rates, commodity prices, equity indices or other factors.
Holders of such debt securities may receive a principal amount on any principal payment date, or interest payments on any interest payment
date, that are greater or less than the amount of principal or interest otherwise payable on such dates, depending upon the value on
such dates of applicable currency, commodity, equity index or other factors. The applicable prospectus supplement will contain information
as to how we will determine the amount of principal or interest payable on any date, as well as the currencies, commodities, equity indices
or other factors to which the amount payable on that date relates and certain additional tax considerations.
Units
We
may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series. We
may evidence each series of units by unit certificates that we may issue under a separate agreement. We may enter into unit agreements
with a unit agent. Each unit agent, if any, may be a bank or trust company that we select. We will indicate the name and address of the
unit agent, if any, in the applicable prospectus supplement relating to a particular series of units. Specific unit agreements, if any,
will contain additional important terms and provisions. We will file as an exhibit to the registration statement of which this prospectus
is a part, or will incorporate by reference from a current report that we file with the SEC, the form of unit and the form of each unit
agreement, if any, relating to units offered under this prospectus.
If
we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including, without
limitation, the following, as applicable:
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the
title of the series of units; |
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identification
and description of the separate constituent securities comprising the units; |
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the
price or prices at which the units will be issued; |
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● |
the
date, if any, on and after which the constituent securities comprising the units will be separately transferable; |
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a
discussion of certain United States federal income tax considerations applicable to the units; and |
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any
other material terms of the units and their constituent securities. |
FORMS
OF SECURITIES
Each
security may be represented either by a certificate issued in definitive form to a particular investor or by one or more global securities
representing the entire issuance of securities. Certificated securities in definitive form and global securities will be issued in registered
form. Definitive securities name you or your nominee as the owner of the security, and in order to transfer or exchange these securities
or to receive payments other than interest or other interim payments, you or your nominee must physically deliver the securities to the
trustee, registrar, paying agent or other agent, as applicable. Global securities name a depositary or its nominee as the owner of the
debt securities, warrants or units represented by these global securities. The depositary maintains a computerized system that will reflect
each investor’s beneficial ownership of the securities through an account maintained by the investor with its broker/dealer, bank,
trust company or other representative, as we explain more fully below.
Registered
Global Securities
We
may issue the securities in the form of one or more fully registered global securities that will be deposited with a depositary or its
nominee identified in the applicable prospectus supplement and registered in the name of that depositary or nominee. In those cases,
one or more registered global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate
principal or face amount of the securities to be represented by registered global securities. Unless and until it is exchanged in whole
for securities in definitive registered form, a registered global security may not be transferred except as a whole by and among the
depositary for the registered global security, the nominees of the depositary or any successors of the depositary or those nominees.
The
specific terms of the depositary arrangement with respect to any securities to be represented by a registered global security will be
described in the prospectus supplement relating to those securities. We anticipate that the following provisions will apply to all depositary
arrangements.
Ownership
of beneficial interests in a registered global security will be limited to persons, called participants, that have accounts with the
depositary or persons that may hold interests through participants. Upon the issuance of a registered global security, the depositary
will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal or face
amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution
of the securities will designate the accounts to be credited. Ownership of beneficial interests in a registered global security will
be shown on, and the transfer of ownership interests will be effected only through, records maintained by the depositary, with respect
to interests of participants, and on the records of participants, with respect to interests of persons holding through participants.
The laws of some states may require that some purchasers of securities take physical delivery of these securities in definitive form.
These laws may impair your ability to own, transfer or pledge beneficial interests in registered global securities.
So
long as the depositary, or its nominee, is the registered owner of a registered global security, that depositary or its nominee, as the
case may be, will be considered the sole owner or holder of the securities represented by the registered global security for all purposes
under the applicable indenture, warrant agreement or unit agreement.
Except
as described below, owners of beneficial interests in a registered global security will not be entitled to have the securities represented
by the registered global security registered in their names, will not receive or be entitled to receive physical delivery of the securities
in definitive form and will not be considered the owners or holders of the securities under the applicable indenture, warrant agreement
or unit agreement. Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures
of the depositary for that registered global security and, if that person is not a participant, on the procedures of the participant
through which the person owns its interest, to exercise any rights of a holder under the applicable indenture, warrant agreement or unit
agreement. We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest
in a registered global security desires to give or take any action that a holder is entitled to give or take under the applicable indenture,
warrant agreement or unit agreement, the depositary for the registered global security would authorize the participants holding the relevant
beneficial interests to give or take that action, and the participants would authorize beneficial owners owning through them to give
or take that action or would otherwise act upon the instructions of beneficial owners holding through them.
Payments
to holders with respect to securities represented by a registered global security registered in the name of a depositary or its nominee
will be made to the depositary or its nominee, as the case may be, as the registered owner of the registered global security. None of
the Company, the trustees, the warrant agents, the unit agents or any other agent of the Company, agent of the trustees, the warrant
agents or unit agents will have any responsibility or liability for any aspect of the records relating to payments made on account of
beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any records relating to
those beneficial ownership interests.
We
expect that the depositary for any of the securities represented by a registered global security, upon receipt of any payment of principal,
premium, interest or other payment or distribution to holders of that registered global security, will immediately credit participants’
accounts in amounts proportionate to their respective beneficial interests in that registered global security as shown on the records
of the depositary. We also expect that payments by participants to owners of beneficial interests in a registered global security held
through participants will be governed by standing customer instructions and customary practices, as is now the case with the securities
held for the accounts of customers or registered in “street name,” and will be the responsibility of those participants.
If
the depositary for any of these securities represented by a registered global security is at any time unwilling or unable to continue
as depositary or ceases to be a clearing agency registered under the Exchange Act and a successor depositary registered as a clearing
agency under the Exchange Act is not appointed by us within 90 days, we will issue securities in definitive form in exchange for the
registered global security that had been held by the depositary. Any securities issued in definitive form in exchange for a registered
global security will be registered in the name or names that the depositary gives to the relevant trustee, warrant agent, unit agent
or other relevant agent of ours or theirs. It is expected that the depositary’s instructions will be based upon directions received
by the depositary from participants with respect to ownership of beneficial interests in the registered global security that had been
held by the depositary.
LEGAL
MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, the validity of the securities offered by this prospectus will be passed
upon for us by Silverman Shin & Byrne PLLC, New York, New York. If legal matters in connection with offerings made by this prospectus
are passed on by counsel for the underwriters, dealers or agents, if any, that counsel will be named in the applicable prospectus supplement.
EXPERTS
The
consolidated financial statements of AIM ImmunoTech Inc. as of December 31, 2020 and for the year ended December 31, 2020 incorporated
by reference in this Prospectus and in the Registration Statement, have been so incorporated in reliance on the report of BDO USA, LLP,
an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in
auditing and accounting.
The
consolidated financial statements of AIM ImmunoTech Inc. as of December 31, 2019 and for the year ended December 31, 2019 incorporated
by reference in this Prospectus and in the Registration Statement, have been so incorporated in reliance on the report of Morrison, Brown,
Argiz & Farra LLC, an independent registered public accounting firm, incorporated herein by reference, given on the authority of
said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
file annual, quarter and periodic reports, proxy statements and other information with the Securities and Exchange Commission using the
Commission’s EDGAR system. The Commission maintains a web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission. The address of such site is http//www.sec.gov.
INCORPORATION
OF DOCUMENTS BY REFERENCE
We
are “incorporating by reference” in this prospectus certain documents we file with the SEC, which means that we can disclose
important information to you by referring you to those documents. The information in the documents incorporated by reference is considered
to be part of this prospectus. Statements contained in documents that we file with the SEC and that are incorporated by reference in
this prospectus will automatically update and supersede information contained in this prospectus, including information in previously
filed documents or reports that have been incorporated by reference in this prospectus, to the extent the new information differs from
or is inconsistent with the old information. We have filed or may file the following documents with the SEC and they are incorporated
herein by reference as of their respective dates of filing.
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1. |
Our
Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021; |
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2. |
Our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, filed with the SEC, respectively,
on May 17, 2021, August 16, 2021 and November 15, 2021; |
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3. |
Our
Quarterly Report on Form 10-Q/A for the quarter June 30, 2021, filed with the SEC on August 17, 2021; |
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4. |
Our
Definitive Proxy Statement on Schedule 14A filed with the SEC on August 17, 2021; |
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5. |
Our
Current Reports on Form 8-K filed with the SEC on January
22, 2021, January
29, 2021, February
5, 2021,
February 24, 2021, March
8, 2021, March
10, 2021, March
22, 2021, March
23, 2021, April
7, 2021, April
9, 2021, April
19, 2021, April
23, 2021, May
3, 2021, May
6, 2021, May
18, 2021, May
27, 2021, June
14, 2021, July
13, 2021, July
14, 2021, September
17, 2021, September
21, 2021, September
30, 2021, October
6, 2021, October
7, 2021 and December 9, 2021; and |
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6. |
The
description of our common stock contained in in our registration statement on Form S-1, SEC File No. 333-117178, filed on July 6,
2004, and any amendment or report filed for the purpose of updating this description. |
All
documents that we filed with the SEC pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the filing of a post-effective amendment to this registration statement that indicates that all securities
offered under this prospectus have been sold, or that deregisters all securities then remaining unsold, will be deemed to be incorporated
in this registration statement by reference and to be a part hereof from the date of filing of such documents.
Any
statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed modified,
superseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus, or in any subsequently
filed document that also is deemed to be incorporated by reference in this prospectus, modifies, supersedes or replaces such statement.
Any statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a
part of this prospectus. None of the information that we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K or any corresponding
information, either furnished under Item 9.01 or included as an exhibit therein, that we may from time to time furnish to the SEC will
be incorporated by reference into, or otherwise included in, this prospectus, except as otherwise expressly set forth in the relevant
document. Subject to the foregoing, all information appearing in this prospectus is qualified in its entirety by the information appearing
in the documents incorporated by reference.
You
may request, orally or in writing, a copy of these documents, which will be provided to you at No cost (other than exhibits, unless such
exhibits are specifically incorporate by reference), by contacting AIM ImmunoTech Board of Directors, c/o Peter W. RodiNo III, 2117 SW
Highway 484, Ocala, Florida 34473. Our telephone number is (352) 448-7797. Information about us is also available at our website at https://aimimmuno.com/.
However, the information in our website is not a part of this prospectus and is not incorporated by reference.
DISCLOSURE
OF THE SECURITIES AND EXCHANGE COMMISSION
POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our
amended and restated bylaws and Articles of Incorporation, as amended, contain provisions that permit us to indemnify our directors and
officers to the full extent permitted by Delaware law, and our Articles of Incorporation, as amended, contain provisions that eliminate
the personal liability of our directors in each case for monetary damages to us or our stockholders for breach of their fiduciary duties,
except to the extent that Delaware law prohibits indemnification or elimination of liability.
The
rights of indemnification provided in our amended and restated bylaws are not exclusive of any other rights that may be available under
any insurance or other agreement, by vote of stockholders or disinterested directors or otherwise.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC this type of indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
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