AIM ImmunoTech Inc.

Regulatory Filings • May 12, 2023

8-A12B/A 1 form8-a12ba.htm

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United States

Securities and Exchange Commission

Washington, DC 20549

Form 8-A/A

(Amendment No. 3)

For Registration of Certain Classes of Securities

Pursuant to Section 12(b) or 12(g) of The

Securities Exchange Act of 1934

AIM IMMUNOTECH INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	52-0845822
(State
or Other Jurisdiction of Incorporation)	(IRS
Employer Identification No.)

2117 SW Highway 484, Ocala FL 34473 (Address of principal executive offices) (Zip code)

Securities to be registered pursuant to Section 12(b) of the Act:

| Title
of each class | Trading
Symbol | Name
of each exchange on which registered |
| --- | --- | --- |
| Rights
to Purchase Series A Junior
Participating Preferred Stock | NYSE | American |

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: Not Applicable

Securities to be registered pursuant to Section 12(g) of the Act: None.

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Explanatory Note

This Amendment No. 3 to Form 8-A is being filed by AIM ImmunoTech Inc., a Delaware corporation (the “Company”), to update the disclosure in the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2017 (the “Original 8-A”) as Amended on November 14, 2022 and February 10, 2023 (these amendments together with the Original 8-A, the “8-A”).

ITEM 1. Description of Registrant’s Securities to be Registered.

This amends the 8-A relating to the rights (the “Rights”) issued under the Rights Agreement, dated as of November 19, 2002, between the Company and Continental Stock Transfer & Trust Company (“CST”), as the rights agent (the “Original Agreement”), as amended by:

(1) the Amended and Restated Rights Agreement, dated as of November 2, 2012 (the “2012 Amendment”);

(2) following American Stock Transfer & Trust Company, LLC (the “Rights Agent”) replacing CST as the rights agent, the Second Amended and Restated Rights Agreement, dated as of November 14, 2017 (the “2017 Amendment”);

(3) the November 9, 2022 amendment (the “November 2022 Amendment”), which extended the expiration date of the Original Agreement as amended through the date thereof to February 14, 2023;

(4) the February 9, 2023 amendment (the “February 2023 Amendment”), which extended the expiration date of the Original Agreement as amended through the date thereof to May 15, 2023; and

(5) the May 12, 2023 Third Amended and Restated Rights Agreement which amended and restated the terms of the Original Agreement as amended through the date thereof ( the Original Agreement as amended through the date of the Third Amended and Restated Rights Agreement, the “Rights Agreement”).

The Rights and the Rights Agreement are described in the Original 8-A, and such descriptions, as amended in Amendments No. 1 and 2 to the Original 8-A and as further amended hereby, are incorporated by reference herein. The Original Agreement is included as an exhibit to the Company’s Registration Statement on Form 8-A12G (File No. 000-27072) filed with the SEC on November 20, 2002; the 2012 Amendment is included as an exhibit to the Company’s Registration Statement on Form 8-A12G/A (File No. 000-27072) filed with the SEC on November 2, 2012; the 2017 Amendment is included as an exhibit to the Company’s Registration Statement on Form 8-A12B (File No. 001-27072) filed with the SEC on November 14, 2017; the November 2022 Amendment is included as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2022 (File No. 001-27072) filed with the SEC on November 14, 2022; and the February 2023 Amendment is included as an exhibit to Amendment No. 2 to the Company’s Registration Statement on Form 8-A12B (File No. 001-27072) filed with the SEC on February 10, 2023. All of the foregoing are incorporated by reference herein.

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ITEM 2. Exhibits.

| Exhibit
No. | Description |
| --- | --- |
| 4.1 | Rights Agreement, dated as of November 19, 2002 between AIM ImmunoTech Inc. (formerly, Hemispherx Biopharma, Inc.) and Continental Stock Transfer & Trust Company. The Original Agreement includes the form of Certificate of Designation, Preferences and Rights of the Series A Junior Participating Preferred Stock and the Form of Rights Certificate (incorporated by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A12G (File No. 000-27072) filed with the SEC on November 20, 2002). |
| 4.2 | Amended and Restated Rights Agreement, dated as of November 2, 2012, between AIM ImmunoTech Inc. (formerly, Hemispherx Biopharma, Inc.) and Continental Stock Transfer & Trust Company. The 2012 Amendment includes the Form of Certificate of Designation, Preferences and Rights of the Series A Junior Participating Preferred Stock and the Form of Rights Certificate (incorporated by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A12G/A (File No. 000-27072) filed with the SEC on November 2, 2012). |
| 4.3 | Second Amended and Restated Rights Agreement, dated as of November 14, 2017, between AIM ImmunoTech Inc. (formerly, Hemispherx Biopharma, Inc.) and American Stock Transfer & Trust Company, LLC. The 2017 Amendment includes the Form of Amendment to the Amended and Restated Certificate of Designation, Preferences and Rights of the Series A Junior Participating Preferred Stock and the Form of Rights Certificate (incorporated by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A12B (File No. 001-27072) filed with the SEC on November 14, 2017). |
| 4.4 | Amendment to the Second Amended and Restated Rights Agreement, dated as of November 9, 2022, between AIM ImmunoTech Inc. (formerly, Hemispherx Biopharma, Inc.) and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2022 (File No. 001-27072) filed with the SEC on November 14, 2022). |
| 4.5 | Amendment to the November 9, 2022 Amendment of the Second Amended and Restated Rights Agreement, dated as of February 9, 2023, between AIM ImmunoTech Inc. (formerly, Hemispherx Biopharma, Inc.) and American Stock Transfer & Trust Company, LLC. (incorporated by reference to Exhibit 4.5 to Amendment No. 2 to the Company’s Registration Statement on Form 8-A12B (File No. 001-27072) filed with the SEC on February 10, 2023. |
| 4.6 | the Third Amended and Restated Rights Agreement, dated May 12, 2023 between AIM ImmunoTech Inc. (formerly, Hemispherx Biopharma, Inc.) and American Stock Transfer & Trust Company, LLC.* |

• Filed herewith.

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

AIM ImmunoTech Inc.
By:	s/
Thomas K. Equels
	Thomas
K. Equels,
	President
and Chief
	Executive
Officer

Dated as of: May 12, 2023

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