AIM ImmunoTech Inc.

Please carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 27, 2026, which could materially affect our business, financial condition, or future results. The risks described in the above reports are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition and operating results. Please also see “Special Note Regarding Forward-Looking Statements” above. In addition to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, stockholders should carefully consider the following updates to our risk factors:

We have issued a significant number of shares and warrants, which may result in substantial dilution to existing stockholders.

During the six months ended June 30, 2026, we completed multiple equity transactions, including a rights offering, inducement transactions, and registered direct offerings, which raised aggregate gross proceeds of approximately $10.4 million. These transactions resulted in the issuance of a substantial number of shares of common stock, preferred stock, and warrants. As of June 30, 2026, we had approximately 48.5 million warrants outstanding with various exercise prices. If all outstanding warrants are exercised, existing stockholders would experience significant dilution. Additionally, the exercise of these warrants or the sale of shares issuable upon exercise could depress the market price of our common stock. We may need to raise additional capital in the future, which could result in further dilution to stockholders.

None.

None.

Not Applicable.