AIM ImmunoTech Inc.

Please carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 27, 2026, which could materially affect our business, financial condition, or future results. The risks described in the above reports are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition and operating results. Please also see “Special Note Regarding Forward-Looking Statements” above. In addition to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, stockholders should carefully consider the following updates to our risk factors:

We have issued a significant number of shares and warrants, which may result in substantial dilution to existing stockholders.

During the nine months ended September 30, 2026, we completed multiple equity transactions, including a rights offering, inducement transactions, and registered direct offerings, which raised aggregate gross proceeds of approximately $10.4 million. These transactions resulted in the issuance of a substantial number of shares of common stock, preferred stock, and warrants. As of September 30, 2026, we had outstanding warrants to purchase approximately 47.4 million shares of our common stock with various exercise prices and outstanding shares of Series G Convertible Preferred Stock convertible into 521,000 shares of our common stock. If all outstanding warrants are exercised and all outstanding Series G Convertible Preferred Stock is converted, existing stockholders would experience significant dilution. Additionally, the exercise of these warrants or the sale of shares issuable upon exercise could depress the market price of our common stock. We may need to raise additional capital in the future, which could result in further dilution to stockholders.

We may again fail to satisfy the continued listing standards of the NYSE American, and our common stock could be suspended from trading or delisted.

Our common stock is listed on the NYSE American. To maintain our listing we are required, among other things, to maintain stockholders’ equity of $6.0 million or more, and the NYSE American may suspend trading in, or delist, a security that sells at what it considers a low selling price, which the Exchange generally considers to be $0.10 per share. Although the NYSE American notified us on June 12, 2026 that we had resolved our prior deficiencies, as of September 30, 2026 our stockholders’ equity was $7.1 million, we continue to incur net losses, and on November 11, 2026, the closing price of our common stock on the NYSE American was $0.15 per share. If we again fail to satisfy the continued listing standards, our common stock could be suspended from trading and delisted, which would reduce the liquidity and market price of our common stock and materially impair our ability to raise additional capital. See “Compliance with NYSE American” in Part I, Item 2 of this Report.

During the quarter ended September 30, 2026, we issued the following equity securities that were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and that were not previously reported in a Current Report on Form 8-K:

On August 6, 2026, we issued an aggregate of 962,278 shares of common stock to Streeterville Capital, LLC pursuant to two exchange agreements, in exchange for the reduction of approximately $250,000 of the outstanding balance of the Promissory Note dated February 16, 2024.

On September 22, 2026, we issued 715,990 shares of common stock to Streeterville Capital, LLC pursuant to an exchange agreement, in exchange for the reduction of approximately $150,000 of the outstanding balance of the Promissory Note dated November 18, 2025.

The shares described above were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act, as securities exchanged by the Company with its existing security holder exclusively where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.

None.

Not Applicable.