United States
Securities and Exchange Commission
Washington, DC 20549
Form 8-A/A
(Amendment No. 2)
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) or (e), 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) or (e), 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.
This Amendment No. 2 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 (the “Amended 8-A” and, 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 the Amended and Restated Rights Agreement, dated as of November 2, 2012 (the “2012 Amendment”) and, 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” and, together with the Original Agreement and the 2012 Amendment, the “2017 Rights Agreement”) and the November 9, 2022 Amendment to the 2017 Rights Agreement (the “November 2022 Amendment” and, along with the 2017 Rights Agreement, the “Rights Agreement”). The Rights Agreement, which is intended to enable the Company’s stockholders to realize the long-term value of their investment, was scheduled to expire at the close of business on February 14, 2023.
On February 9, 2023, the Company and the Rights Agent, entered into an amendment to the Rights Agreement (as amended, the “Amended Rights Agreement”), which was unanimously approved by our Board of Directors and which extends the expiration date of the Rights Agreement from February 14, 2023 to May 15, 2023 in order to provide the Board of Director additional time to evaluate whether and for what duration and on what terms to further extend the Amended Rights Agreement in connection with its overall assessment of the Company’s preparedness to respond to threats to corporate control and to ensure that the interests of stockholders are protected.
The Rights and the Rights Agreement are described in the Original 8-A, and such descriptions, as 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 and 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. All of the foregoing are incorporated by reference herein.
ITEM 2. Exhibits.
| * | Filed herewith. |
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: February 10, 2023
Exhibit 4.5
AMENDMENT
TO THE
SECOND AMENDED AND RESTATED RIGHTS AGREEMENT
OF
AIM IMMUNOTECH INC.
This Amendment to the Second Amended and Restated Rights Agreement (this “Amendment”), as previously amended on November 9, 2022, is made this 9th day of February, 2023, by and between AIM ImmunoTech Inc., f/k/a Hemispherx Biopharma, Inc., a Delaware corporation (the “Company’), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).
WHEREAS, on November 19, 2002, the Company entered into the original Rights Agreement (the “Original Agreement”) with Continental Stock Transfer & Trust Company (“CST”) as the rights agent;
WHEREAS, the Company and CST amended and restated the Original Agreement on November 2, 2012 (the “2012 Agreement”);
WHEREAS, on April 26, 2017, the Company terminated CST as the rights agent under the Amended Agreement and appointed AST as the Rights Agent and AST accepted the appointment;
WHEREAS, the Company and the Rights Agent further amended and restated the 2012 Agreement on November 14, 2017 (as so amended and restated, the “2017 Rights Agreement”);
WHEREAS, the Company and the Rights Agent amended and restated the 2017 Agreement on November 9, 2022 (as so amended and restated, the “Rights Agreement”);
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is advisable and in the best interests of the Company and its stockholders to amend the Rights Agreement in accordance with Section 27 thereof; and
WHEREAS, pursuant to its authority under Section 27 of the Rights Agreement, the Board has approved, and directed that the Rights Agent approve, this Amendment.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Rights Agent hereby agree as follows:
1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Rights Agreement.
2. Amendment. Section 7(a) of the Rights Agreement is hereby amended and restated in its entirety to read as follows:
(a) Subject to Section 7(e) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earlier of (i) 5:00 P.M., New York City time, on May 15, 2023 (or such later date as may be established by the Board of Directors prior to the expiration of the Rights) (such date the “Final Expiration Date”), or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of (i) and (ii) being herein referred to as the “Expiration Date”).
3. Other Terms. Except as set forth in this Amendment, (i) all provisions of the Rights Agreement shall remain unmodified and in full force and effect and (ii) nothing contained in this Amendment shall amend, modify or otherwise affect the Rights Agreement or any party’s rights or obligations contained therein.
4. Counterparts. This Amendment may be executed in any one or more counterparts, each of which shall be deemed an original and all of which shall together constitute the same instrument.
[Signature page follows.]
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first above written.
| AIM IMMUNOTECH INC. | ||
| By: | Thomas K. Equels | |
| Thomas K. Equels | ||
| Chief Executive Officer | ||
| American Stock Transfer | ||
| & Trust Company, LLC | ||
| By: | Joseph Dooley | |
| Joseph Dooley | ||
| Senior Vice President |