AIM ImmunoTech美股招股说明书（2026-06-18版）

This prospectus relates to the offering and resale by the Selling Stockholders listed herein of up to an aggregate of 31,287,933 sharesof our common stock, par value $0.001 per share (the “Common Stock”), consisting of (i) 14,903,840 shares of Common Stockissuable upon the exercise of Class H Warrants (the “Class H Warrants”), (ii) 894,230 shares of Common Stock issuable upon theexercise of placement agent warrants issued to Ladenburg Thalmann & Co., Inc. (the “Placement Agent”) in the Warrant Inducement(as defined below) (the “Warrant Inducement Placement Agent Warrants”), (iii) 15,038,702 shares of Common Stock issuable uponexercise of Class I Warrants (the “Class I Warrants”), and (iv) 451,161 shares of Common Stock issuable upon the exercise ofplacement agent warrants issued to the Placement Agent in the May Offering (as defined below) (the “May Offering Placement Agent The Class H Warrants were sold to Selling Stockholders in a warrant inducement transaction that closed on May 8, 2026 (the “WarrantInducement”) and the Warrant Inducement Placement Agent Warrants were issued to the Placement Agent in connection with theclosing of the Warrant Inducement. The Class I Warrants were sold to Selling Stockholders in a registered direct offering and Our Common Stock is listed on NYSE American under the symbol “AIM.” On June 17, 2026, the last reported sale price for ourCommon Stock as quoted on NYSE American was $0.40 per share. You should read this prospectus, together with additional information described under the headings “Where You Can Find MoreInformation” and “Incorporation of Certain Information by Reference” carefully before you invest in any of our securities. Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussionof the risks of investing in our securities in the section entitled “Risk Factors” beginning on page 6 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is June 16, 2026. You should rely only on the information contained in this prospectus or incorporated by reference. Neither we nor the SellingStockholders have authorized any other person to provide you with information different from or in addition to that contained in thisprospectus, and neither we nor the Selling Stockholders take responsibility for any other information others may give you. If anyoneprovides you with different or inconsistent information, you should not rely on it. The Selling Stockholders are not making an offer tosell these securities in any jurisdiction where an offer or sale is not permitted. Except as otherwise stated, you should assume that the No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession ordistribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended(the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend theseforward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the PrivateSecurities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this prospectus, includingstatements regarding our future results of operations and financial position, business strategy, research and development plans, theexpected timing, costs and results of preclinical studies and clinical trials, the timing and likelihood of regulatory filings andapprovals, commercialization plans and timing, projected costs, prospects, plans and objectives of management, are forward-lookingstatements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” Forward-looking statements in this prospectus include, but are not limited to, statements about: our ability to obtain regulatoryapprovals for our product candidates, including Ampligen®; the initiation, timing, progress and results of our preclinical studies andclinical trials; our ability to advance product candidates into, and successfully complete, clinical trials; the timing or likelihood ofregulatory filings and approvals; the commercialization of our product candidates, if approved; our ability to establish and maintainstrategic collaborations or partnerships; the implementation of our business model, strategic plans for our business and productcandidates; the potential markets for our product candidates