AIM ImmunoTech完成已获批的债务转股：Streeterville Capital票据剩余$122万转为506.6万股，票据全部清偿

----- ex10-1.htm -----
EX-10.1
2
ex10-1.htm
EX-10.1
Exhibit 10.1
THE
EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.
EXCHANGE
AGREEMENT
This
Exchange Agreement (this “
Agreement
”) is entered into as of __________, 2026 by and between Streeterville Capital,
LLC, a Utah limited liability company (“
Lender
”), and AIM ImmunoTech, Inc., a Delaware corporation (“
Borrower
”).
Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Original Note (defined below).
A. Borrower
previously sold and issued to Lender that certain Promissory Note dated February 16, 2024 in the original principal amount of $3,301,250.00
(the “
Original Note
”) pursuant to that certain Note Purchase Agreement dated February 16, 2024 by and between Lender
and Borrower (the “
Purchase Agreement,
” and together with the Original Note and all other documents entered into in
conjunction therewith, the “
Transaction Documents
”).
B. Subject
to the terms of this Agreement, Borrower and Lender desire to partition a new Promissory Note in the original principal amount of $________
(the “
Partitioned Note
”) from the Original Note and then cause the outstanding balance of the Original Note to be
reduced by an amount equal to the initial outstanding balance of the Partitioned Note.
C. Borrower
and Lender further desire to exchange (such exchange is referred to as the “
Note Exchange
”) the Partitioned Note for
the delivery of ________ shares of the Company’s Common Stock, par value $0.001 (the “
Common Stock
,” and such
________ shares of Common Stock, the “
Exchange Shares
”), according to the terms and conditions of this Agreement.
D. The
Note Exchange will consist of Lender surrendering the Partitioned Note in exchange for the Exchange Shares, which will be issued free
of any restrictive securities legend pursuant to Rule 144. Other than the surrender of the Partitioned Note, no consideration of any
kind whatsoever shall be given by Lender to Borrower in connection with this Agreement.
E. Lender
and Borrower now desire to exchange the Partitioned Note for the Exchange Shares on the terms and conditions set forth herein.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.
Recitals
and Definitions
. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement are true
and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.
2.
Partition
.
Effective as of the date hereof, Borrower and Lender agree that the Partitioned Note is hereby partitioned from the Original Note. Following
such partition of the Original Note, Borrower and Lender agree that the Original Note shall remain in full force and effect, provided
that the outstanding balance of the Original Note shall be reduced by an amount equal to the initial outstanding balance of the Partitioned
Note.
3.
Issuance
of Shares
. Pursuant to the terms and conditions of this Agreement, the Exchange Shares shall be delivered to Lender on or before
September ____, 2026 and the Note Exchange shall occur with Lender surrendering the Partitioned Note to Borrower on the Free Trading
Date (as defined below). On the Free Trading Date, the Partitioned Note shall be cancelled and all obligations of Borrower under the
Partitioned Note shall be deemed fulfilled. All Exchange Shares delivered hereunder shall be delivered via DWAC to Lender’s designated
brokerage account. Subject to the securities laws and regulations, Borrower agrees to provide all necessary cooperation or assistance
that may be required to cause all Exchange Shares delivered hereunder to become Free Trading (the first date such occurs, the “
Free
Trading Date
”). For purposes hereof, the term “
Free Trading
” means that (a) the Exchange Shares have been
cleared and approved for public resale by the compliance departments of Lender’s brokerage firm and the clearing firm servicing
such brokerage, and (b) such shares are held in the name of the clearing firm servicing Lender’s brokerage firm and have been deposited
into such clearing firm’s account for the benefit of Lender.
4.
Closing
.
The closing of the transaction contemplated hereby (the “
Closing
”) along with the delivery of the Exchange Shares
to Lender shall occur on the date that is mutually agreed to by Borrower and Lender by means of the exchange by email of .pdf documents,
but shall be deemed to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.
5.
Holding
Period, Tacking and Legal Opinion
. Lender and Borrower agree that for the purposes of Rule 144 (“
Rule 144
”) of
the Securities Act of 1933, as amended (the “
Securities Act
”), the holding period of the Partitioned Note and the
Exchange Shares will include Lender’s holding period of the Original Note from February 16, 2024, which date is the date that the
Original Note was originally issued. Borrower agrees not to take a position contrary to this Section 5 in any document, statement, setting,
or situation. Borrower agrees to take all action necessary to issue the Exchange Shares without restriction, and not containing any restrictive
legend without the need for any action by Lender; provided that the applicable holding period has been met. In furtherance thereof, prior
to the Closing, counsel to Lender may, in its sole discretion, provide an opinion that: (a) the Exchange Shares may be resold pursuant
to Rule 144 without volume or manner-of-sale restrictions or current public information requirements; and (b) the transactions contemplated
hereby and all other documents associated with this transaction comport with the requirements of Section 3(a)(9) of the Securities Act.
Borrower represents that it is in full compliance with the tests and standards set forth in Rule 144(i)(2) as of the date of this Agreement.
The Exchange Shares are being issued in substitution of and exchange for and not in satisfaction of the Partitioned Note. The Exchange
Shares shall not constitute a novation or satisfaction and accord of the Partitioned Note. Borrower acknowledges and understands that
the representations and agreements of Borrower in this Section 5 are a material inducement to Lender’s decision to consummate the
transactions contemplated herein.
6.
Representations,
Warranties and Agreements of Borrower
. In order to induce Lender to enter into this Agreement, Borrower, for itself, and for its
affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Borrower has full power and
authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have
been duly authorized by all proper and necessary action, (b) no consent, approval, filing or registration with or notice to any
governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations of
Borrower hereunder, (c) except as specifically set forth herein, nothing herein shall in any manner release, lessen, modify or
otherwise affect Borrower’s obligations under the Original Note, (d) the issuance of the Exchange Shares is duly authorized by
all necessary corporate action and the Exchange Shares are validly issued, fully paid and non-assessable, free and clear of all
taxes, liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and
description, (e) Borrower has not received any consideration in any form whatsoever for entering into this Agreement, other than the
surrender of the Partitioned Note, and (f) Borrower has taken no action which would give rise to any claim by any person for a
brokerage commission, placement agent or finder’s fee or other similar payment by Borrower related to this
Agreement.
7.
Representations,
Warranties and Agreements of Lender
. In order to induce Borrower to enter into this Agreement, Lender, for itself, and for its affiliates,
successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Lender has full power and authority to enter
into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by
all proper and necessary action, and (b) no consent, approval, filing or registration with or notice to any governmental authority is
required as a condition to the validity of this Agreement or the performance of any of the obligations of Lender hereunder.
8.
Arbitration
.
By its execution of this Agreement, each party agrees to be bound by the Arbitration Provisions (as defined in the Purchase Agreement)
set forth as an exhibit to the Purchase Agreement and the parties agree to submit all Claims (as defined in the Purchase Agreement) arising
under this Agreement or any Transaction Document or other agreement between the parties and their affiliates to binding arbitration pursuant
to the Arbitration Provisions.
9.
Governing
Law; Venue
. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without giving effect
to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of Utah. The provisions set forth in the Purchase Agreement to
determine the proper venue for any disputes are incorporated herein by this reference.
BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT
IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING
OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
10.
Counterparts
.
This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same
document. All counterparts shall be construed together and constitute the same instrument. The exchange of copies of this
Agreement
and of signature pages by facsimile transmission or other electronic transmission (including email) shall constitute effective
execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes.
Signatures of the parties transmitted by facsimile transmission or other electronic transmission (including email) shall be deemed
to be their original signatures for all purposes.
11.
Attorneys’ Fees
. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this
Agreement, the prevailing party shall therefore be entitled to an additional award of the full amount of the attorneys’ fees and
expenses paid by such prevailing party in connection with the arbitration, litigation and/or dispute without reduction or apportionment
based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’s
or a court’s power to award fees and expenses for frivolous or bad faith pleading.
12.
No
Reliance
. Each party acknowledges and agrees that neither the other party nor any of such other party’s officers, directors,
members, managers, equity holders, representatives or agents has made any representations or warranties to the party or any of its agents,
representatives, officers, directors, or employees except as expressly set forth in this Agreement and the Transaction Documents and,
in making its decision to enter into the transactions contemplated by this Agreement, the party is not relying on any representation,
warranty, covenant or promise of the other party or such other party’s officers, directors, members, managers, equity holders,
agents or representatives other than as set forth in this Agreement.
13.
Severability
.
If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve the objective of the
parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.
14.
Entire
Agreement
. This Agreement, together with the Transaction Documents, and all other documents referred to herein, supersedes all other
prior oral or written agreements between Borrower, Lender, its affiliates and persons acting on its behalf with respect to the matters
discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect
to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Lender nor Borrower makes
any representation, warranty, covenant or undertaking with respect to such matters.
15.
Amendments
.
This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision of this Agreement may
be waived except in writing signed by the party against whom such waiver is sought to be enforced.
16.
Successors and Assigns
. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Lender hereunder
may be assigned by Lender to a third party, including its financing sources, in whole or in part. Neither party shall assign this Agreement
or any of its obligations herein without the prior written consent of the other party.
17.
Continuing Enforceability; Conflict
Between Documents
. Except as otherwise modified by this Agreement, the Original Note and each of the other Transaction Documents
shall remain in full force and effect, enforceable in accordance with all of its original terms and provisions. This Agreement shall
not be effective or binding unless and until it is fully executed and delivered by Lender and Borrower. If there is any conflict between
the terms of this Agreement, on the one hand, and the Original Note or any other Transaction Document, on the other hand, the terms of
this Agreement shall prevail.
18.
Time
of Essence
. Time is of the essence with respect to each and every provision of this Agreement.
19.
Notices
.
Unless otherwise specifically provided for herein, all notices, demands or requests required or permitted under this Agreement to be
given to Borrower or Lender shall be given as set forth in the “Notices” section of the Purchase Agreement.
20.
Further
Assurances
. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
[Remainder
of page intentionally left blank]
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.
COMPANY:
AIM IMMUNOTECH, INC.
By:
Name:
Title:
LENDER:
STREETERVILLE CAPITAL, LLC
By:
John M. Fife, President
[Signature
Page to Exchange Agreement]

----- form8-k.htm -----
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 (Date of earliest event reported):
August 31, 2026
AIM
IMMUNOTECH INC.
(Exact
name of registrant as specified in its charter)
Delaware
001-27072
52-0845822
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
2117
SW Highway 484
,
Ocala
,
Florida
34473
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code:
(352)
448-7797
Not
Applicable
(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:
☐
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))
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
Indicate
by check mark whether the registrant is an emerging growth company 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. ☐
Item
1.01
Entry
into a Material Definitive Agreement.
On
August 31, 2026 through September 3, 2026, AIM ImmunoTech Inc. (the “Company”) entered into a total of five exchange agreements
(the “Exchange Agreements”) and, for each, a corresponding partitioned promissory note (together, the “Partitioned
Promissory Notes”) with Streeterville Capital, LLC (the “Lender”) related to that certain Promissory Note dated February
16, 2024 (the “Promissory Note”). Pursuant to the Exchange Agreements and Partitioned Promissory Notes, the Company and the
Lender converted approximately $1,224,341 of the Promissory Note into 5,065,840 shares (the “Exchange Shares”) of the
Company’s common stock, at an average conversion price of approximately $0.24 per share. Consequently, as of September 3, 2026,
the Promissory Note was satisfied in full and there are no longer any amounts owing under the Promissory Note.
The
Company’s stockholders previously approved the conversion or other satisfaction of the Promissory Note, pursuant to NYSE American
Company Guide Sections 713(a) and 713(b), at a special meeting of stockholders held on July 15, 2026.
The
foregoing descriptions of the Exchange Agreements and Partitioned Promissory Notes are qualified in their entirety by reference to the
full text of the form of the Exchange Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
1.02
Termination
of a Material Definitive Agreement.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
For
additional information relating to the Company and the Lender, please see the Company’s quarterly report on Form 10-Q for the quarterly
period ended June 30, 2026 and other filings with the U.S. Securities and Exchange Commission.
Item
3.02
Unregistered
Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The
Exchange Shares were or will be issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as
amended, provided by Section 3(a)(9) thereof as securities exchanged by the Company with its existing security holder exclusively
where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
Description
10.1
Form of Exchange Agreement.
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
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.
Date:
September 4, 2026
AIM
ImmunoTech Inc.
By:
/s/
Thomas K. Equels
Thomas
K. Equels
Chief
Executive Officer