Item
1.01 Entry into a Material Definitive Agreement.
On
September 25, 2019, AIM ImmunoTech Inc. (the “Company”) entered into an underwriting agreement with A.G.P./Alliance
Global Partners, LLC, as representative of the several underwriters named in Schedule I therein (the “Underwriting Agreement”)
in connection with an underwritten public offering (the “Offering”) of (i) 1,740,550 shares of common stock, par value
$0.001 per share, of the Company (“Common Stock”); (ii) pre-funded warrants exercisable for 7,148,310 shares of Common
Stock (the “Pre-Funded Warrants”), and (iii) warrants to purchase up to an aggregate of 8,888,860 shares of Common
Stock (the “Warrants”).
The
shares of Common Stock and Warrants were sold at a combined Offering price of $0.90, less underwriting discounts and commissions.
Each Warrant sold with the shares of Common Stock represents the right to purchase one share of Common Stock at an exercise price
of $0.99 per share. The Warrants are exercisable immediately and expire five years from the date of issuance.
The
Pre-Funded Warrants and Warrants were sold at a combined Offering price of $0.899, less underwriting discounts and commissions.
The Pre-Funded Warrants were sold to purchasers whose purchase of shares of Common Stock in the Offering would otherwise result
in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of the Company’s
outstanding Common Stock immediately following the consummation of the Offering, in lieu of shares of Common Stock. Each Pre-Funded
Warrant represents the right to purchase one share of Common Stock at an exercise price of $0.001 per share. The Pre-Funded Warrants
are exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are exercised in full. The shares of
Common Stock, Pre-Funded Warrants and Warrants were issued separately and are immediately separable upon issuance.
A
registration statement on Form S-1, relating to the Offering was filed with the U.S. Securities and Exchange Commission (the “SEC”)
on September 6, 2019, amendments to which were filed with the SEC on September 24, 2019, September 24, 2019 and September 25,
2019, and was declared effective on September 25, 2019. The gross proceeds to the Company from the Offering, before deducting
underwriting discounts and commissions and other estimated Offering expenses, and excluding the exercise of any Pre-Funded Warrants
or Warrants, was approximately $8 million.
The
Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as
amended, other obligations of the parties and termination provisions.
The
Underwriting Agreement and the final forms of Pre-Funded Warrant and Warrant are filed as Exhibits 1.1, 4.1 and 4.2, respectively,
to this Current Report on Form 8-K, and the description of the terms of the Underwriting Agreement, the Pre-Funded Warrant and
the Warrant are qualified in their entirety by reference to such exhibits.
