Amended Securities Registration (section 12(b)) (8-a12b/a)
11 February 2023 - 8:32AM
Edgar (US Regulatory)
United
States
Securities
and Exchange Commission
Washington,
DC 20549
Form
8-A/A
(Amendment
No. 2)
For
Registration of Certain Classes of Securities
Pursuant
to Section 12(b) or 12(g) of The
Securities
Exchange Act of 1934
AIM
IMMUNOTECH INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware |
|
52-0845822 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(IRS
Employer
Identification
No.) |
2117 SW Highway 484, Ocala FL 34473
(Address of principal executive offices) (Zip code)
Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
Rights
to Purchase Series A Junior
Participating Preferred Stock |
|
NYSE |
|
American |
If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c) or (e), check the following box. ☒
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d) or (e), check the following box. ☐
If
this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.☐
Securities
Act registration statement or Regulation A offering statement file number to which this form relates: Not Applicable
Securities
to be registered pursuant to Section 12(g) of the Act: None.
This
Amendment No. 2 to Form 8-A is being filed by AIM ImmunoTech Inc., a Delaware corporation (the “Company”), to update the
disclosure in the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission (the “SEC”)
on November 14, 2017 (the “Original 8-A”) as Amended on November 14, 2022 (the “Amended 8-A” and, with the Original
8-A, the “8-A”).
ITEM
1. Description of Registrant’s Securities to be Registered.
This
amends the 8-A relating to the rights (the “Rights”) issued under the Rights Agreement, dated as of November 19, 2002, between
the Company and Continental Stock Transfer & Trust Company (“CST”), as the rights agent (the “Original Agreement”),
as amended by the Amended and Restated Rights Agreement, dated as of November 2, 2012 (the “2012 Amendment”) and, following
American Stock Transfer & Trust Company, LLC (the “Rights Agent”) replacing CST as the rights agent, the Second Amended
and Restated Rights Agreement, dated as of November 14, 2017 (the “2017 Amendment” and, together with the Original Agreement
and the 2012 Amendment, the “2017 Rights Agreement”) and the November 9, 2022 Amendment to the 2017 Rights Agreement (the
“November 2022 Amendment” and, along with the 2017 Rights Agreement, the “Rights Agreement”). The Rights Agreement,
which is intended to enable the Company’s stockholders to realize the long-term value of their investment, was scheduled to expire
at the close of business on February 14, 2023.
On
February 9, 2023, the Company and the Rights Agent, entered into an amendment to the Rights Agreement (as amended, the “Amended
Rights Agreement”), which was unanimously approved by our Board of Directors and which extends the expiration date of the Rights
Agreement from February 14, 2023 to May 15, 2023 in order to provide the Board of Director additional time to evaluate whether and for
what duration and on what terms to further extend the Amended Rights Agreement in connection with its overall assessment of the Company’s
preparedness to respond to threats to corporate control and to ensure that the interests of stockholders are protected.
The
Rights and the Rights Agreement are described in the Original 8-A, and such descriptions, as amended hereby, are incorporated by reference
herein. The Original Agreement is included as an exhibit to the Company’s Registration Statement on Form 8-A12G (File No. 000-27072)
filed with the SEC on November 20, 2002, the 2012 Amendment is included as an exhibit to the Company’s Registration Statement on
Form 8-A12G/A (File No. 000-27072) filed with the SEC on November 2, 2012, the 2017 Amendment is included as an exhibit to the Company’s
Registration Statement on Form 8-A12B (File No. 001-27072) filed with the SEC on November 14, 2017 and the November 2022 Amendment is
included as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2022 (File No. 001-27072)
filed with the SEC on November 14, 2022. All of the foregoing are incorporated by reference herein.
ITEM
2. Exhibits.
Exhibit
No. |
|
Description |
4.1 |
|
Rights Agreement, dated as of November 19, 2002 between AIM ImmunoTech Inc. (formerly, Hemispherx Biopharma, Inc.) and Continental Stock Transfer & Trust Company. The Original Agreement includes the form of Certificate of Designation, Preferences and Rights of the Series A Junior Participating Preferred Stock and the Form of Rights Certificate (incorporated by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A12G (File No. 000-27072) filed with the SEC on November 20, 2002). |
4.2 |
|
Amended and Restated Rights Agreement, dated as of November 2, 2012, between AIM ImmunoTech Inc. (formerly, Hemispherx Biopharma, Inc.) and Continental Stock Transfer & Trust Company. The 2012 Amendment includes the Form of Certificate of Designation, Preferences and Rights of the Series A Junior Participating Preferred Stock and the Form of Rights Certificate (incorporated by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A12G/A (File No. 000-27072) filed with the SEC on November 2, 2012). |
4.3 |
|
Second Amended and Restated Rights Agreement, dated as of November 14, 2017, between AIM ImmunoTech Inc. (formerly, Hemispherx Biopharma, Inc.) and American Stock Transfer & Trust Company, LLC. The 2017 Amendment includes the Form of Amendment to the Amended and Restated Certificate of Designation, Preferences and Rights of the Series A Junior Participating Preferred Stock and the Form of Rights Certificate (incorporated by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A12B (File No. 001-27072) filed with the SEC on November 14, 2017). |
4.4 |
|
Amendment
to the Second Amended and Restated Rights Agreement, dated as of November 9, 2022, between AIM ImmunoTech Inc. (formerly, Hemispherx
Biopharma, Inc.) and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.1 to the Company’s
Quarterly Report on Form 10-Q for the period ended September 30, 2022 (File No. 001-27072) filed with the SEC on November 14, 2022). |
4.5 |
|
Amendment to the November 9, 2022 Amendment of the Second Amended and Restated Rights Agreement, dated as of February 9, 2023, between AIM ImmunoTech Inc. (formerly, Hemispherx Biopharma, Inc.) and American Stock Transfer & Trust Company, LLC.* |
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereto duly authorized.
|
|
AIM
ImmunoTech Inc. |
|
|
|
|
By:
|
/s/
Thomas K. Equels |
|
|
Thomas
K. Equels, |
|
|
President
and Chief |
|
|
Executive
Officer |
Dated
as of: February 10, 2023
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