Exhibit 99.2
FORM OF
LETTER TO STOCKHOLDERS AND PARTICIPATING
SECURITIES HOLDERS WHO ARE RECORD HOLDERS OF
AIM IMMUNOTECH INC.
Subscription Rights to Purchase Units
Offered Pursuant to Subscription Rights Distributed to Stockholders and Holders of Participating Securities of
AIM ImmunoTech Inc.
February [_____], 2026
Dear Stockholder or Participating Warrant Holder:
This letter is being distributed by AIM ImmunoTech Inc. (the “Company”) to all holders of record of shares of its common stock, $0.001 par value per share (the “Common Stock”) and certain outstanding options and warrants (the “Participating Securities”) as of 5:00 p.m., Eastern Time, on February 4, 2026, the record date (the “Rights Offering”), in connection with a distribution in a rights offering of non-transferable subscription rights to subscribe for and purchase units. Each unit entitles the holder to (A) one share of the Company’s Series G Convertible Preferred Stock, par value $0.01 per share (the “Preferred Stock”), with each share of Preferred Stock convertible into the number of shares of our common stock determined by dividing the $1,000 stated value per share of the Preferred Stock by a conversion price of $[__] per share (the “Conversion Price”), and (B) 1,666 Glass G Common Stock Purchase Warrants expiring five years from the date of issuance (the “Warrant”). Each Warrant will be exercisable for one share of Common Stock at an exercise price of $[ ] per share. The subscription rights and units are described in the prospectus dated [ ] (a copy of which accompanies this notice) (the “Prospectus”).
Pursuant to the Rights Offering, the Company is issuing subscription rights to subscribe for up to 12,000 units on the terms and subject to the conditions described in the Prospectus, at a subscription price of $1,000 per unit.
The subscription rights may be exercised at any time during the subscription period, which commences on February 11, 2026 and ends at 5:00 p.m., Eastern Time, on February 27, 2026, the expiration date, unless extended in the sole discretion of the Company for up to an additional 60 days (the “Expiration Date”). Unless we otherwise agree in writing, a person or entity, together with related persons or entities, may not exercise subscription rights (including Over-Subscription Privileges as defined below) to purchase units that, when aggregated with their existing ownership, would result in such person or entity, together with any related persons or entities, owning in excess of 19.99% of our issued and outstanding shares of common stock following the closing of the transactions contemplated by this Rights Offering.
As described in the Prospectus, holders will receive one subscription right for every share of Common Stock owned or deemed owned, or Participating Securities held on the record date, evidenced by non-transferable subscription rights certificates. Each subscription right entitles the holder to purchase one unit at the subscription price (the “basic subscription right”).
Based on [_______________] shares of common stock outstanding as of February [______], 2026, [_______] shares of common stock issuable upon exercise of Participating Securities, the Company would grant subscription rights to acquire [_] units but will only accept subscriptions for 12,000 units. Accordingly, sufficient units may not be available to honor your subscription in full. If exercises of basic subscription rights exceed the number of units available in the Rights Offering, we will allocate the available units pro-rata among the record holders exercising the basic subscription rights in proportion to the number of shares of Common Stock each of those record holders owned or are deemed to hold on the record date, relative to the number of shares owned or deemed to be held on the record date by all record holders exercising the basic subscription right. If this pro-rata allocation results in any record holders receiving a greater number of units than the record holder subscribed for pursuant to the exercise of the basic subscription rights, then such record holder will be allocated only that number of units for which the record holder subscribed, and the remaining units will be allocated among all other record holders exercising their basic subscription rights on the same pro rata basis described above. The proration process will be repeated until all units have been allocated. If for any reason the amount of units allocated to you is less than you have subscribed for, then the excess funds held by the subscription agent on your behalf will be returned to you, without interest, as soon as practicable after the Rights Offering has expired and all prorating calculations and reductions contemplated by the terms of the Rights Offering have been effected, and we will have no further obligations to you.
Holders who fully exercise their basic subscription right will be entitled to subscribe for additional units that remain unsubscribed as a result of any unexercised basic subscription right (the “Over-Subscription Privilege”). Subject to stock ownership limitations described in the Prospectus, if sufficient units are available, all Over-Subscription Privilege requests will be honored in full. If Over-Subscription Privilege requests for units exceed the remaining units available, the remaining units will be allocated pro-rata among holders who over-subscribe based on the number of shares of Common Stock owned or deemed to be owned, or Participating Securities held as of the record date by all holders exercising the Over-Subscription Privilege. If this pro rata allocation results in any holder receiving a greater number of units than the holder subscribed for, then such holder will be allocated only the number of units for which the holder oversubscribed, and the remaining units will be allocated among all holders exercising the Over-Subscription Privilege on the same pro rata basis described above. The proration process will be repeated until all units have been allocated.
The Company will not issue fractional shares or warrants. Fractional shares or warrants resulting from the exercise of the basic subscription rights and the Over-Subscription Privileges will be eliminated by rounding down to the nearest whole unit. Any excess subscription payment received by the subscription agent will be returned, without interest or penalty, within 10 business days following the expiration of the Rights Offering.
Enclosed are copies of the following documents:
| 1. | Prospectus; | |
| 2. | Subscription Rights Certificate; | |
| 3. | Instructions As to Use of Subscription Rights Certificates; | |
| 4. | Notice of Important Tax Information; and | |
| 5. | A return envelope, addressed to Broadridge Corporate Issuer Solutions, LLC, our Subscription Agent for the Rights Offering. |
Your prompt attention is requested. To exercise your subscription rights, you should deliver the properly completed and signed subscription rights certificate, with payment of the subscription price in full for each unit subscribed for pursuant to the basic subscription right and Over-Subscription Privilege, if applicable, to the subscription agent, as indicated in the Prospectus. The subscription agent must receive the properly completed and duly executed subscription certificate and full payment of the subscription price, including final clearance of any checks, prior to the Expiration Date.
You cannot revoke the exercise of your subscription right. Subscription rights not exercised at or prior to 5:00 p.m., Eastern Time, on the Expiration Date will expire.
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE RIGHTS OFFERING SHOULD BE DIRECTED TO the Information Agent, Broadridge Corporate Issuer Solutions, LLC, toll free at (855) 793-5068.