AIM ImmunoTech美股招股说明书(2026-06-24版)

This prospectus relates to the offering and resale by the Selling Stockholders listed herein of up to an aggregate of 13,077,089 sharesof our common stock, par value $0.001 per share (the “Common Stock”), consisting of (i) 771,503 shares of Common Stock (the“PIPE Shares”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,782,616 shares of Common Stock (the “Pre-Funded Warrant Shares”), (iii) 10,216,476 shares of Common Stock (the “Class J Warrant Shares”) issuable upon the exercise of ClassJ Warrants (the “Class J Warrants”), and (iv) 306,494 shares of Common Stock (the “June Offering Placement Agent Warrant Shares”)issuable upon the exercise of placement agent warrants issued to Ladenburg Thalmann & Co., Inc. (the “Placement Agent”) in the JuneOffering (as defined below) (the “June Offering Placement Agent Warrants”). The PIPE Shares, the Pre-Funded Warrants, and the Class J Warrants were sold to Selling Stockholders in a registered direct offeringand concurrent private placement that closed on June 10, 2026 (the “June Offering”) and the June Offering Placement Agent Warrantswere issued to the Placement Agent in connection with the closing of the June Offering. Our Common Stock is listed on NYSE American under the symbol “AIM.” On June 23, 2026, the last reported sale price for ourCommon Stock as quoted on NYSE American was $0.36 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 23, 2026. TABLE OF CONTENTS PageCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSiiPROSPECTUS SUMMARY1THE OFFERING4RISK FACTORS6THE JUNE OFFERING10USE OF PROCEEDS11DETERMINATION OF OFFERING PRICE11MARKET INFORMATION AND DIVIDEND POLICY12SELLING STOCKHOLDERS12PLAN OF DISTRIBUTION15LEGAL MATTERS17EXPERTS18INCORPORATION OF CERTAIN INFORMATION BY REFERENCE19WHERE YOU CAN FIND MORE INFORMATION20 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 theinformation appearing in this prospectus is accurate only as of the date on the front cover of this prospectus and that the information inany report incorporated by reference is accurate only as of the date of such report. Our business, financial condition, results ofoperations and prospects may have changed since such dates. 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 theUnited States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of thisprospectus applicable to that jurisdiction. 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