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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 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: (352)
448-7797
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:
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 |
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 |
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