Aim Immunotech Inc

1. 1

   Approval of issuance of more than 19.99% of common stock upon exercise of Class H warrants (Warrant Inducement Transaction

   ManagementBoard: FOR

   Seek stockholder approval, to comply with NYSE American Sections 713(a) and 713(b), to issue more than 19.99% of outstanding common stock upon exercise of Class H common stock purchase warrants issued pursuant to the warrant exercise inducement offer letter dated May 7, 2026.

   More detail

   This proposal requests stockholder ratification under NYSE American Company Guide Sections 713(a) and 713(b) to permit the issuance of more than 19.99% of outstanding common stock upon exercise of newly issued Class H warrants that were granted as part of a warrant inducement transaction closed May 8, 2026. Management negotiated an inducement that reduced exercise prices on existing warrants to $0.48 per share in exchange for issuance of Class H warrants exercisable at $0.60, creating the potential for up to approximately $8.9 million of additional cash proceeds if exercised for cash in full. The Company has limited liquidity and represents that current cash and equivalents are insufficient to fund operations for the next 12 months absent new capital; management frames shareholder approval as necessary to preserve the ability to realize the contemplated proceeds and avoid severe operational consequences. The requested approval is required by NYSE rules because the issuance could result in issuance of 20% or more of outstanding stock (the NYSE 20% Rule) and could be treated as a change of control trigger under Section 713(b). Approval does not itself change prior transactions—the inducement has closed—but enables warrant holders to exercise the Class H warrants for cash and for the Company to register resale of the underlying shares. Key risks for existing shareholders are dilution, potential decline or volatility in the share price from a large primary issuance, and uncertainty about if or when the warrants will be exercised; the Class H warrants can be exercised cashless if registration is not effective. The Board’s unanimous recommendation to vote FOR is grounded in immediate financing needs and compliance with NYSE listing requirements; management emphasizes the conditionality of the additional proceeds and the obligation to hold repeated meetings until approval is obtained or warrants expire. Analysts evaluating this vote should weigh near-term financing relief and registry obligations against dilution and potential control shifts if a large holder exercises and holds shares. The vote is essentially an approval to give flexibility to convert contingent financing into equity subject to NYSE approval rather than an endorsement of further dilution or of the specific investors.

2. 2

   Approval of issuance of more than 19.99% of common stock upon exercise of Class I warrants (May 20, 2026 securities purchase agreement

   ManagementBoard: FOR

   Seek stockholder approval, to comply with NYSE American Sections 713(a) and 713(b), to issue more than 19.99% of outstanding common stock upon exercise of Class I common stock purchase warrants issued in connection with the securities purchase agreement dated May 20, 2026.

   More detail

   This proposal asks holders to approve, per NYSE American rules, issuance of more than 19.99% of the Company's common shares upon exercise of Class I warrants issued in a May 20, 2026 registered direct offering and concurrent private placement. The Company sold registered shares at $0.325 and issued Class I warrants exercisable at $0.325, which if exercised for cash in full would generate up to an additional approximately $4.9 million of gross proceeds and thereby provide incremental working capital. Management frames the request as compliance-driven—NYSE Section 713 requires stockholder approval for non-public offerings that could issue 20% or more of shares and for potential change-of-control triggers—while emphasizing that the financing and placement have already closed. The Class I warrants will not be exercisable until stockholder approval is effective, and the Company has agreed to file a registration statement to permit resale of any shares issued on exercise. Vote FOR is recommended by the Board to preserve access to committed capital that management contends is necessary to fund operations and avoid drastic cost reductions or suspension of operations. Against this are dilutionary effects, uncertainty as to whether warrant holders will exercise for cash versus cashless exercise, and the possibility of concentrated ownership from institutional investors that could influence governance. For sophisticated evaluators the decision balances near-term liquidity and the conditional nature of future proceeds against dilution and potential market impact; the Company’s disclosure of fees to placement agent (Ladenburg) and registration commitments are relevant to assess net proceeds and resale liquidity. The Board’s recommendation and rationale are tied to the Company’s stated need for capital and regulatory compliance, not to an operational endorsement of the investors themselves.

3. 3

   Approval of issuance of more than 19.99% of common stock upon exercise of Class J warrants (June 9, 2026 securities purchase agreement

   ManagementBoard: FOR

   Seek stockholder approval, to comply with NYSE American Sections 713(a) and 713(b), to issue more than 19.99% of outstanding common stock upon exercise of Class J common stock purchase warrants issued in connection with the securities purchase agreement dated June 9, 2026.

   More detail

   Proposal 3 requests approval under NYSE American rules for issuance of over 19.99% of common stock upon exercise of Class J warrants issued in the June 9, 2026 registered direct offering and concurrent private placement. The financing included registered shares, pre‑funded warrants and Class J warrants exercisable at $0.5189, and if exercised for cash in full could yield approximately $5.3 million of additional gross proceeds, increasing total gross proceeds from the financing. Management presents the vote as required by NYSE Section 713 (20% rule and potential change‑of‑control) and necessary to allow the company to access committed funds to support operations amid constrained liquidity. The Company agreed to file a registration statement for resale of the underlying shares; absent registration the warrants may be exercisable on a cashless basis. The Board’s unanimous recommendation to vote FOR is premised on securing flexibility to raise capital and maintain operations, while acknowledging dilution risk and potential market impact from a sizable issuance. Investors should weigh the immediate financing benefits and registration commitments versus dilution, possible concentration of ownership, and the conditional nature of these proceeds. The mechanics—placement agent fees, pre-funded warrants, and registration obligations—are important when estimating net proceeds and timing of liquidity, and bear on the expected value of the transaction to existing holders.

4. 4

   Approval of issuance of more than 19.99% of common stock upon conversion or satisfaction of promissory note dated February 16, 2024

   ManagementBoard: FOR

   Seek stockholder approval, to comply with NYSE American Sections 713(a) and 713(b), to issue more than 19.99% of outstanding common stock upon conversion or other satisfaction of the promissory note dated February 16, 2024 issued to Streeterville Capital, LLC.

   More detail

   Proposal 4 seeks authorization under NYSE American rules to issue more than 19.99% of common stock in satisfaction of amounts due under a February 16, 2024 promissory note sold to Streeterville Capital, LLC (original principal $3,301,250; purchase price to company $2,500,000 after issuance discount). Management has been permitted by the note investor to satisfy certain obligations under the note by issuing common stock since 2024 and now seeks stockholder approval to permit issuance in excess of the 19.99% threshold. As of the record date approximately $1,584,982 remains outstanding under the note; based on a conversion price example of $0.3881 per share, this would equal roughly 4,083,953 shares, though the actual number will vary with pricing and accrued interest. The Board frames the vote as meeting NYSE Section 713 requirements and preserving the Company’s ability to use equity conversion to manage liabilities and avoid immediate cash outflows that the Company indicates it may not be able to fund. Key considerations for shareholders include meaningful dilution risk from conversion, the historically large issuance discounts tied to these notes, and the company's precarious liquidity position that management cites as the motive for seeking equity conversion authority. Management discloses customary default provisions and redemption mechanics in the note; potential events of default could materially increase obligations. The Board recommends FOR because the ability to convert or otherwise satisfy the note in equity is presented as materially preferable to unsustainable cash payments and to enable ongoing operations. Analysts should weigh the debt economics, conversion mechanics, historical use of equity for satisfaction of the note, and the contingent nature of future issuance when assessing the impact on capitalization and control.

5. 5

   Approval of issuance of more than 19.99% of common stock upon conversion or satisfaction of promissory note dated November 18, 2025

   ManagementBoard: FOR

   Seek stockholder approval, to comply with NYSE American Sections 713(a) and 713(b), to issue more than 19.99% of outstanding common stock upon conversion or other satisfaction of the promissory note dated November 18, 2025.

   More detail

   Proposal 5 requests stockholder approval to allow issuance of more than 19.99% of common stock to satisfy the Company’s November 18, 2025 promissory note (original principal $3,301,250; purchase price received $2,500,000 after discount). No shares have yet been issued in satisfaction of this note as of the record date; approximately $2,886,538 remains outstanding and, using the example conversion price of $0.3881, could equate to roughly 7,437,614 shares if converted at that illustrative price—actual results will vary with the conversion price used and accrued interest. The Company notes mandatory prepayment mechanics that can require cash payments upon future financings, and permits the note investor monthly redemption rights, which together create cash demands that the Company may seek to manage through permitted equity issuances if the note investor agrees. The Board frames approval as necessary under NYSE Section 713 to provide flexibility and to avoid potentially destabilizing cash outlays given constrained liquidity, while disclosing dilution and pricing mechanics. Shareholders should consider the substantial potential dilution and the likely economic tradeoffs of using equity to satisfy debt obligations versus paying cash or refinancing on other terms. The Board recommends FOR because management views this authority as a pragmatic option to preserve operations pending future financings, but the proposal transfers dilution risk to existing holders and could affect control and market perception; analysts should evaluate alternative capital-raising scenarios and negotiation leverage with the note investor when assessing this proposal's merits.

6. 6

   Approval of series of alternate amendments to effect a reverse stock split up to 1‑for‑25 (Board‑determined ratio

   ManagementBoard: FOR

   Authorize a series of alternate amendments to the Certificate of Incorporation to permit the Board, in its discretion and within one year, to effect a reverse stock split at a ratio up to 1‑for‑25, with cash paid in lieu of fractional shares and other attendant adjustments.

   More detail

   Proposal 6 asks stockholders to approve a series of alternate Certificate of Incorporation amendments that would authorize the Board to implement, at its discretion and within one year, a reverse stock split at any ratio up to 1‑for‑25. Management’s rationale is to increase the per‑share trading price to improve marketability and liquidity, to avoid potential NYSE American delisting if the price approaches $0.10 per share, and to attract institutional or broker interest that may avoid low‑priced securities. The Board argues flexibility on ratio selection enables it to choose the split that best reflects market conditions when exercised and to minimize administrative costs while preserving the option not to implement any split. The proposal details mechanics including cash-in-lieu payments for fractional shares, no change to par value, proportional adjustments to equity awards and warrants, and potential antitakeover consequences because the reverse split would effectively increase the number of authorized but unissued shares. Risks highlighted include uncertain sustained price improvement, potential decreased liquidity, higher odd‑lot ownership, and negative market perception of reverse splits; the Company also notes prior reverse splits and that share price can decline after a split. For investors, key considerations are whether the split will genuinely improve marketability or merely signal distress, the Board’s discretion in choosing ratio (which concentrates power with management), and the anti‑takeover/authorization effects of unused authorized shares post‑split. The Board recommends FOR to preserve a tactical option to address delisting risk and trading liquidity, but implementation remains contingent on subsequent Board determination and market conditions.

7. 7

   Approval to adjourn the Special Meeting to permit further solicitation of proxies if necessary

   ManagementBoard: FOR

   Authorize adjournment of the Special Meeting, if necessary, to a later date or time to permit additional solicitation of proxies if there are insufficient votes to approve any of the other proposals at the time of the meeting.

   More detail

   Proposal 7 is a routine, procedural authorization permitting the meeting chair and management to adjourn the Special Meeting to a later date or time to solicit additional proxies if there are insufficient votes to approve one or more proposals. This is a standard governance tool that gives the Company the flexibility to continue solicitation without conducting a separate special meeting, and it preserves the rights of stockholders to revoke prior proxies before the adjourned vote. The Company treats this as “routine” for broker voting purposes and does not expect broker non‑votes; broker discretionary voting may apply to Proposals 6 and 7 only. If approved, an adjournment can be used strategically to permit additional outreach to institutional holders or to address proxy shortfalls after preliminary vote tabulation. The Board recommends FOR as it facilitates effective proxy management and avoids the administrative burden of reconvening meetings absent this authorization. From an investor’s viewpoint, approving adjournment authority is low‑risk procedural support for the Company’s proxy process, though repeated adjournments solely to accumulate votes could be viewed unfavorably if used to circumvent shareholder engagement. Analysts should note this proposal does not alter substantive rights or outcomes but can materially affect timing of any approvals and related registrations or financings that depend on affirmative votes.

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When is the Aim Immunotech Inc 2026 special meeting?

Aim Immunotech Inc (AIM) holds its 2026 special shareholder meeting on Wednesday, July 15, 2026.

What is the record date for the Aim Immunotech Inc 2026 meeting?

The record date for the Aim Immunotech Inc 2026 meeting is Monday, June 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Aim Immunotech Inc's 2026 meeting?

The board is presenting 7 director nominees at the Aim Immunotech Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Aim Immunotech Inc 2026 meeting?

Shareholders will vote on 7 proposals at the Aim Immunotech Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.