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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported) December 11, 2024
AIM
IMMUNOTECH INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-27072 |
|
52-0845822 |
| (state
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 2117
SW Highway 484, Ocala FL |
|
34473 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (352)
448-7797
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
AIM |
|
NYSE
American |
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On
December 11, 2024, AIM ImmunoTech Inc. (the “Company”) received a warning notification (the “Letter”)
from the NYSE American LLC (the “NYSE American”) stating that the Company is not in compliance with the minimum stockholders’
equity requirements of Sections 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company Guide (the “Company Guide”) requiring
stockholders’ equity of $4.0 million or more if the Company has reported losses from continuing operations and/or net losses in
three of the four most recent fiscal years and $6.0 million or more if the Company has reported losses from continuing operations and/or
net losses in its five most recent fiscal years, respectively. As of September 30, 2024, the Company had a stockholders’ deficit
of $2.9 million and has had losses in the most recent five fiscal years ended December 31, 2023.
The
Company is now subject to the procedures and requirements of Section 1009 of the Company Guide. The Company has until January 10, 2025,
to submit a plan (the “Plan”) of actions it has taken or will take to regain compliance with the continued listing standards
by June 11, 2026. The Company intends to submit a plan to regain compliance with NYSE American listing standards. If the NYSE American
accepts the Plan, the Company will be able to continue its listing during the Plan period and will be subject to periodic reviews including
quarterly monitoring for compliance with the Plan until it has regained compliance. If the Plan is not accepted by the NYSE American,
the Letter stated that delisting proceedings will commence. The Company may appeal a staff delisting determination in accordance with
Section 1010 and Part 12 of the Company Guide.
The
Letter has no immediate effect on the listing or trading of the Company’s common stock on the NYSE American. The Company’s
receipt of the Letter from the NYSE American does not affect the Company’s business, operations or reporting requirements with
the U.S. Securities and Exchange Commission.
Item
8.01 Other Events
On
December 17, 2024, the Company issued a press release announcing its receipt of the Letter. A copy of the press release is attached to
this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
Cautionary
Statement Regarding Forward-Looking Statements
This
current report, including exhibit 99.1, contains forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995 (the “PSLRA”). Words such as “may,” “will,” “expect,” “plan,”
“anticipate,” “continue,” “believe,” “potential,” “upcoming” and other variations
thereon and similar expressions (as well as other words or expressions referencing future events or circumstances) are intended to identify
forward-looking statements. Many of these forward-looking statements involve a number of risks and uncertainties. There can be no assurance
that the Company will be able to achieve compliance with the NYSE American’s continued listing standards within the required timeframe.
The Company urges investors to consider specifically the various risk factors identified in its most recent Form 10-K, and any risk factors
or cautionary statements included in any subsequent Form 10-Q or Form 8-K, filed with the U.S. Securities and Exchange Commission. You
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this current report.
Among other things, for those statements, the Company claims the protection of the safe harbor for forward-looking statements contained
in the PSLRA. The Company does not undertake to update any of these forward-looking statements to reflect events or circumstances that
occur after the date hereof.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits are filed herewith:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
AIM
ImmunoTech Inc. |
| |
|
|
| Date:
December 17, 2024 |
By |
/s/
Thomas K. Equels |
| |
|
Thomas
K. Equels, CEO |
Exhibit
99.1
AIM
ImmunoTech Announces Notification of Noncompliance with
Additional
NYSE American Continued Listing Standards
A
Plan for Compliance has been Undertaken
OCALA,
Fla., December 17, 2024/AIM ImmunoTech Inc. (NYSE American: AIM) (“AIM” or the “Company”), announced
today that it received a notice (the “Notice”) from the NYSE American LLC (the “NYSE American”) dated December
11, 2024, notifying the Company that it is no longer in compliance with NYSE American continued listing standards. This is an issue
previously disclosed in our most recent Report on Form 10-Q. Specifically, the letter states that the Company is not in compliance
with the continued listing standards set forth in Sections 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company Guide (the “Company
Guide”). Section 1003(a)(ii) requires a listed company to have stockholders’ equity of $4 million or more if the listed company
has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years. Section 1003(a)(iii)
requires a listed company to have stockholders’ equity of $6 million or more if the listed company has reported losses from continuing
operations and/or net losses in its five most recent fiscal years. The Company has reported losses from continuing operations and/or net losses in its five most recent fiscal years.
The
Notice has no immediate impact on the listing of the Company’s shares of common stock, par value $0.001 per share (the “Common
Stock”), which will continue to be listed and traded on the NYSE American during the period in which the Company implements its
plan to become compliant with these NYSE American continued listing standards, subject to the Company’s compliance with the other
listing requirements of the NYSE American. The Common Stock will continue to trade under the symbol “AIM”, but will have
an added designation of “.BC” to indicate the status of the Common Stock as “below compliance”. The Notice does
not affect the Company’s ongoing business operations or its reporting requirements with the Securities and Exchange Commission.
The
Company must submit a plan of compliance (the “Plan”) by January 10, 2025, addressing how it intends to regain compliance
with Sections 1003(a)(ii) and (iii) of the Company Guide by June 11, 2026. The Company has begun to prepare its Plan for submission to
the NYSE American by the January 10, 2025 deadline.
If
the NYSE American accepts the Company’s Plan, the Company will be able to continue its listing during its implementation of the
Plan and will be subject to continued periodic review by the NYSE American staff. If the Plan is not submitted, or not accepted, or is
accepted but the Company is not in compliance with the continued listing standards by June 11, 2026, or if the Company does not make
progress consistent with the Plan during such period, the Company will be subject to delisting procedures as set forth in the Company
Guide. The Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.
About
AIM ImmunoTech Inc.
AIM
ImmunoTech Inc. is an immuno-pharma company focused on the research and development of therapeutics to treat multiple types of cancers,
immune disorders and viral diseases, including COVID-19. The Company’s lead product is a first-in-class investigational drug called
Ampligen® (rintatolimod), a dsRNA and highly selective TLR3 agonist immuno-modulator with broad spectrum activity in clinical trials
for globally important cancers, viral diseases and disorders of the immune system.
For
more information, please visit aimimmuno.com and connect with the Company on X, LinkedIn, and Facebook.
Cautionary
Statement
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”).
Words such as “may,” “will,” “expect,” “plan,” “anticipate,” “continue,”
“believe,” “potential,” “upcoming” and other variations thereon and similar expressions (as well
as other words or expressions referencing future events or circumstances) are intended to identify forward-looking statements. Many of
these forward-looking statements involve a number of risks and uncertainties. There can be no assurance that the Company will be able to achieve compliance with the NYSE American’s continued
listing standards within the required timeframe. The Company urges investors to consider specifically
the various risk factors identified in its most recent Form 10-K, and any risk factors or cautionary statements included in any subsequent
Form 10-Q or Form 8-K, filed with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this press release. Among other things, for those statements, the Company
claims the protection of the safe harbor for forward-looking statements contained in the PSLRA. The Company does not undertake to update
any of these forward-looking statements to reflect events or circumstances that occur after the date hereof.
CONTACT:
Investor Contact:
JTC Team, LLC
Jenene Thomas
(833) 475-8247
AIM@jtcir.com
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AIM ImmunoTech (AMEX:AIM)
過去 株価チャート
から 11 2024 まで 12 2024
AIM ImmunoTech (AMEX:AIM)
過去 株価チャート
から 12 2023 まで 12 2024
