AIM ImmunoTech Inc美股招股说明书(2025-10-30版)

Up to $2,288,760AIM IMMUNOTECH INC.Common Stock AIM ImmunoTech Inc. has entered into an Equity Distribution Agreement (the “ATM Sales Agreement”) with Maxim GroupLLC (“Maxim”), relating to the sale of up to $2,288,760 of shares of our common stock, par value $0.001 per share. Pursuant to thisprospectus supplement and the accompanying prospectus, in accordance with the terms of the ATM Sales Agreement and thelimitations under General Instruction I.B.6 of Form S-3, we may offer and sell shares of our common stock having an aggregateoffering price of up to $2,288,760 from time to time through Maxim acting as agent. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made in salesdeemed to be “at-the-market” equity offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “SecuritiesAct”), including sales made directly on or through the NYSE American, the existing trading market for our common stock, sales madeto or through a market maker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the timeof sale or at prices related to such prevailing market prices and/or any other method permitted by law, including in privately negotiatedtransactions. Maxim will use its commercially reasonable efforts to sell on our behalf all the shares of common stock requested to besold by us, consistent with its normal trading and sales practices, on mutually agreed terms between Maxim and us. There is noarrangement for funds to be received in any escrow, trust or similar arrangement. We provide more information about how the sharesof common stock will be sold in the section entitled “Plan of Distribution.” Maxim will be entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds of each sale of shares of ourcommon stock. In connection with the sale of shares of our common stock on our behalf, Maxim will be deemed to be an“underwriter” within the meaning of the Securities Act and the compensation of Maxim will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contribution to Maxim with respect to certainliabilities, including liabilities under the Securities Act. Our common stock is traded on the NYSE American under the symbol “AIM.” On October 27, 2025, the last reported saleprice of our common stock was $2.62 per share. As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $7,704,936, based on 2,675,325 shares of outstanding common stock held by non-affiliates, and a pershare price of $2.88 based on the closing sale price of our common stock on September 25, 2025. In no event will the aggregatemarket value of securities sold by us or on our behalf under this prospectus supplement pursuant to General Instruction I.B.6 of FormS-3 during the twelve-month period immediately prior to, and including, the date of any such sale, exceed one-third of the aggregatemarket value of our common stock held by non-affiliates. Taking into account securities sold pursuant to General Instruction I.B.6 ofForm S-3 during the twelve-month period that ends on and includes the date hereof, there are $2,288,760 worth of shares available. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-7 of this prospectussupplement, page 3 of the accompanying prospectus and under similar headings in the documents incorporated by referenceinto this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Maxim Group LLC The date of this prospectus supplement is October 30, 2025 TABLE OF CONTENTS Prospectus SupplementPageAbout This Prospectus SupplementS-3Prospectus Supplement SummaryS-3The OfferingS-5Special Note Regarding Forward-Looking StatementsS-6Risk FactorsS-7Use of ProceedsS-9DilutionS-9Plan of DistributionS-10Legal MattersS-11ExpertsS-11Where You Can Find More InformationS-11Incorporation Of Certain Information By ReferenceS-12 ProspectusPageAbout This ProspectusiiSpecial Note Regarding Forward-Looking StatementsiiiProspectus Summary1Risk Factors3Use of Proceeds3Plan of Distribution3Description of Securities We May Offer4Forms of Securities11Legal Matters12Experts12Where You Can Find Additional Information12Incorporation of Documents By Reference12 You should rely only on the information we have provided or incorporated by reference in this prospectus supplement and theaccompanying prospectus. We have not authorized anyone to provide you with information different from that contained orincorporated by reference in this prospect