Form 8-K - Current report

 

 

 

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 September 11, 2024

 

AIM IMMUNOTECH INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-27072		52-0845822
(state or other jurisdiction		(Commission		(I.R.S. 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: [phone]

 

AIM Immunotech Inc.

(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 3.02. Unregistered Sales of Equity Securities

 

The disclosure regarding the shares of common stock set forth under Item 5.02 is incorporated by reference into this Item 3.02.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On September 11, 2024, the compensation committee of our Board of Directors (the “Committee”) reviewed the compensation arrangements of our CEO, Thomas K. Equels. The cash portion of his short-term compensation was further reduced from $750,000 to $650,000, with the reduced amount being paid in restricted shares of our common stock valued at $100,000, such value equal to 100% of the closing price of our common stock on the NYSE American on September 10, 2024, the trading date immediately preceding the date of issuance of the shares.

 

While reviewing Mr. Equels’ compensation, the Committee also reviewed the prior changes to Mr. Equels’ and Mr. Rodino’s compensation that were effected on August 12, 2024 and noticed that the period during which the changes in their compensation were to occur was incorrect and both periods should have been for the year ending on August 12, 2025.

 

The changes in compensation for Mr. Equels and the corrections to his and Mr. Rodino’s employment agreements are reflected in new amendments to their employment agreement.

 

The foregoing does not purport to be complete and is qualified in its entirety by reference to the amendments to Messrs. Equels’ and Rodino’s employment agreements, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are each incorporated herein by this reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are filed herewith:

 

Exhibit Number		Description
10.1		September 11, 2024 amendment to the employment agreement of Thomas K. Equels.
10.2		September 11, 2024 amendment to the employment agreement of Peter W. Rodino, III.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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: September 12, 2024	By	/s/ Thomas K. Equels
		Thomas K. Equels, CEO

 

 

 

EXHIBIT 10.1

 

AMENDMENT

 

THIS AMENDMENT (the “Amendment”) is made as of September 11, 2024, by and between AIM ImmunoTech Inc., a Delaware corporation (the “Company”), and Thomas K. Equels (the “Employee”).

 

RECITALS

 

WHEREAS, the Employee entered into an amended and restated employment agreement with the Company dated November 10, 2020 (the Agreement”);

 

WHEREAS, the Employee entered into an amendment to the Agreement with the Company dated August 12, 2024 (the “August 2024 Amendment”);

 

WHEREAS, pursuant to Section 14 of the Agreement, as amended to date, the Agreement may only be modified if in writing and executed by both parties thereto;

 

WHEREAS, the parties hereto desire to further revise Employee’s Agreement (the “Amendment”) to revise the Employee’s compensation as described below; and

 

WHEREAS, the Compensation Committee of the Company’s Board of Directors has determined that the aforementioned revisions as set forth in the Amendment should be implemented and have reviewed the Amendment and determined that, once executed, it will implement the aforementioned revisions;

 

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1. Amendment to the Agreement. Paragraph 1 of the August 2024 Amendment is deleted in its entirety and replaced with the following:

 

“The following is added to the end of Section 3(a) of the Agreement:

 

(a)(i) Notwithstanding the provisions of Section 3(a), during the one year period ending August 12, 2025, the Employee’s Short term compensation shall be revised and shall consist of a base salary of $750,000 and shares of the Company’s common stock, $.001 par value, valued at $100,000, such value equal to 100% of the closing price of the Company’s common stock on the NYSE American on the trading date immediately preceding August 12, 2024.

 

(b) Notwithstanding the provisions of Section 3(a) as amended to date, during the one year period ending September 11, 2025, the Employee’s Short term compensation shall be revised and shall consist of a base salary of $650,000 and shares of the Company’s common stock, $.001 par value, valued at $100,000, such value equal to 100% of the closing price of the Company’s common stock on the NYSE American on the trading date immediately preceding September 11, 2024.”

 

2. Remainder of Agreement. Aside from the foregoing amendment of Section 3(a) of the Agreement, all other terms and conditions in the Agreement, as amended to date, remain in full effect and continue to bind the parties.

 

3. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

 

 

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first above written.

 

	AIM IMMUNOTECH INC.
	By:	/s/ Peter W Rodino
		Peter W. Rodino, III
		Chief Operating Officer

 

	/s/ Thomas K Equels
	Thomas K. Equels, Employee

 

2

 

 

EXHIBIT 10.2

 

AMENDMENT

 

THIS AMENDMENT (the “Amendment”) is made as of September 11, 2024, by and between AIM ImmunoTech Inc., a Delaware corporation (the “Company”), and Peter W. Rodino, III (the “Employee”).

 

RECITALS

 

WHEREAS, the Employee entered into an amended and restated employment agreement with the Company dated March 24, 2021 (the Agreement”);

 

WHEREAS, the Employee entered into an amendment to the Agreement on August 12, 2024 (the “August 2024 Amendment”);

 

WHEREAS, pursuant to Section 14 of the Agreement, the Agreement may only be modified if in writing and executed by both parties thereto;

 

WHEREAS, the parties hereto desire to revise the Employee’s compensation as described below; and

 

WHEREAS, the Compensation Committee of the Company’s Board of Directors has determined that the aforementioned revisions to the Employee’s compensation should be implemented and have reviewed the Amendment and determined that, once executed, it will implement the aforementioned revisions;

 

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1. Amendment to Agreement. Paragraph 1 of the August 2024 Amendment is deleted in its entirety and replaced with the following:

 

“The following is added to the end of Section 3(a) of the Agreement:

 

(a)(i) Notwithstanding the provisions of Section 3(a), during the one year period ending August 12, 2025, the Employee’s Short term compensation shall be revised and shall consist of a base salary of $375,000 and shares of the Company’s common stock, $.001 par value, valued at $50,000, such value equal to 100% of the closing price of the Company’s common stock on the NYSE American on the trading date immediately preceding August 12, 2024.”

 

2. Remainder of Agreement. Aside from the foregoing amendment of Section 3(a), all other terms and conditions in the Agreement remain in full effect and continue to bind the parties.

 

3. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

 

 

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first above written.

 

	AIM IMMUNOTECH INC.
	By:	/s/ Thomas K. Equels
		Thomas K. Equels,
		Chief Executive Officer

 

	/s/ Peter W. Rodino
	Peter W. Rodino III, Employee

 

 

Cover	Sep. 11, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 11, 2024
Entity File Number	001-27072
Entity Registrant Name	AIM IMMUNOTECH INC.
Entity Central Index Key	0000946644
Entity Tax Identification Number	52-0845822
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2117 SW Highway 484,
Entity Address, City or Town	Ocala
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34473
City Area Code	(352)
Local Phone Number	448-7797
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	AIM
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false

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