Form 8-K
8-K — AIM ImmunoTech Inc.
Accession: 0001493152-26-021863
Filed: 2026-05-08
Period: 2026-05-07
CIK: 0000946644
SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))
Item: Entry into a Material Definitive Agreement
Item: Unregistered Sales of Equity Securities
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
EX-4.1 (ex4-1.htm)
EX-10.1 (ex10-1.htm)
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8-K
8-K (Primary)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 7, 2026
AIM
IMMUNOTECH INC.
(Exact
name of registrant as specified in its charter)
Delaware
001-27072
52-0845822
(state
or other jurisdiction
(Commission
(IRS
Employer
of
incorporation)
File
Number)
Identification
No.)
2117
SW Highway 484, Ocala, FL
34473
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code: (352) 448-7797
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol
Name
of each exchange on which registered
Common
Stock, par value $0.001 per share
AIM
NYSE
American
Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
May 7, 2026, AIM ImmunoTech Inc. (the “Company”) entered into a warrant exercise inducement offer letter agreement (the “Inducement
Letter”) with holders (the “Holders”) of (i) Class A and Class B common stock purchase warrants issued on May 31, 2024
(the “Existing May 2024 Warrants”), exercisable for up to an aggregate of 112,819 shares of the Company’s common stock,
par value $0.001 per share (the “Common Stock”), (ii) Class C and Class D Common Stock purchase warrants issued on September
30, 2024 (the “Existing September 2024 Warrants”) exercisable for up to an aggregate of 93,061 shares of Common Stock, and
(iii) Class E and Class F Common Stock purchase warrants issued on July 31, 2025 (the “Existing July 2025 Warrants” and together
with the Existing May 2024 Warrants and the Existing September 2024 Warrants, the “Existing Warrants”) exercisable for up
to an aggregate of 8,514,048 shares of Common Stock. The Existing May 2024 Warrants have an exercise price of $36.30 per share, the Existing
September 2024 Warrants have an exercise price of $28.00, and the Existing July 2025 Warrants have an exercise price of $1.439. The resale
of the shares of Common Stock issuable upon exercise of the Existing May 2024 Warrants, Existing September 2024 Warrants, and the Existing
July 2025 Warrants are registered pursuant to effective registration statements (File Nos. 333-280761, File Nos. 333-283269, and File
No. 333-284443), respectively.
Pursuant
to the Inducement Letter, the Holders agreed to exercise the Existing Warrants for cash at a reduced exercise price of $0.48 per share
in consideration of the Company’s agreement to issue the Holders new warrants to purchase up to a number of shares of Common Stock
equal to 200% of the number of shares of Common Stock issued pursuant to such Holder’s exercise of Existing Warrants, comprised
of new Class H warrants to purchase up to 17,439,856 shares of Common Stock (the “Inducement Warrants” and the shares of
Common Stock underlying the Inducement Warrants, the “Inducement Warrant Shares”) with an exercise term of 5 years from the
initial exercise date. The initial exercise date of the Inducement Warrants is the Stockholder Approval Date (as defined below), and
the exercise price thereof is $0.60 per share.
The
Company entered into an engagement agreement (the “Engagement Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Placement
Agent”) to act as its placement agent in connection with the transactions summarized above. Pursuant to the Engagement Agreement,
the Company will pay the Placement Agent a cash fee of 8.0% of the aggregate gross proceeds. Pursuant to the Engagement Agreement, the
Company agreed to reimburse the Placement Agent for its expenses incurred in connection with the offering in an amount up to $50,000.
The Company also agreed to issue to the Placement Agent or its designees warrants (the “Placement Agent Warrants”) to purchase
up to 6% of the aggregate number of shares of Common Stock issued pursuant to the Inducement Letter to the Holders who agreed
to exercise their Existing Warrants (the “Placement Agent Warrant Shares”). The Placement Agent Warrants will have substantially
the same terms as the Inducement Warrants, except that the Placement Agent Warrants will be exercisable until the five-year anniversary
of the date of issuance, will have an exercise price equal to 125% of the Reduced Exercise Price, and will include piggyback registration
rights that are triggered if there is not an effective registration statement covering all of the Placement Agent Warrant Shares while
the Placement Agent Warrants are outstanding. Additionally, the Company agreed to pay the Placement Agent a management fee of 0.75% of
the aggregate gross proceeds received from the Holders’ exercise of their Existing Warrants.
If
all of the Existing Warrants are exercised in full, the Company will receive aggregate gross proceeds of approximately $4.20 million
(the “Warrant Inducement”). The Company intends to use the net proceeds for working capital and general corporate purposes.
The
issuance of the Inducement Warrant Shares is subject to stockholder approval under applicable rules and regulations of NYSE American,
to the extent required by such rules and regulations (“Stockholder Approval” and the date on which Stockholder Approval is
received and deemed effective, the “Stockholder Approval Date”). The Company has agreed to convene a stockholders’
meeting on or before the 75th day following the closing of the Warrant Inducement to approve the issuance of the Inducement Warrant Shares,
if required. The closing of the transactions described above is expected to occur on May 8, 2026, subject to satisfaction of customary
closing conditions (the “Closing”).
The
Company has agreed to file a registration statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) 30
calendar days after Closing, to register the resale of the Inducement Warrant Shares and to use commercially reasonable efforts to cause
such registration statement to become effective within 60 calendar days of its initial filing, or 90 calendar days should the Securities
and Exchange Commission conduct a review of the initial filing.
The
Inducement Letter and form of Inducement Warrant are attached as Exhibits 10.1 and 4.1, respectively. The description of the terms of
the Inducement Letter and the Inducement Warrants is not intended to be complete and is qualified in its entirety by reference to such
exhibits. The Inducement Letter contains customary representations, warranties, and covenants by the Company, which were made only for
the purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject
to limitations agreed upon by the contracting parties.
Item 3.02 Unregistered Sales of Equity Securities.
The
Company issued the Inducement Warrants pursuant to the exemption from the registration requirements of the Securities Act of 1933, as
amended (the “Securities Act”), available under Section 4(a)(2). Neither the Inducement Warrants nor the Inducement Warrant
Shares have been registered under the Securities Act, and such securities may not be offered or sold in the United States absent registration
or an exemption from registration under the Securities Act and any applicable state securities laws. The description of the Inducement
Warrants under Item 1.01 of this Form 8-K is incorporated by reference herein.
Neither
this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities
of the Company.
Item
9.01 Financial Statements and Exhibits.
Exhibit
No.
Description
4.1
Form of Class H Common Stock Purchase Warrant
10.1
Form of Inducement Letter, dated May 7, 2026
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AIM
ImmunoTech Inc.
Dated:
May 8, 2026
/s/
Thomas K. Equels
Thomas
K. Equels, CEO
EX-4.1
EX-4.1
Filename: ex4-1.htm · Sequence: 2
Exhibit
4.1
NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, THEY MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL
INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY
SUCH SECURITIES.
CLASS
H COMMON STOCK PURCHASE WARRANT
AIM
IMMUNOTECH INC.
Warrant
Shares: ____________
Issue
Date: May [*], 2026
THIS
CLASS H COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns
(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after the Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to
the termination date defined below (the “Termination Date”) but not thereafter, to subscribe for and purchase from
AIM ImmunoTech Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment
hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant
shall be equal to the Exercise Price, as defined in Section 2(b).
Section
1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated
in this Section 1:
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
“Bid
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock
is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average
price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not
then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or
a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common
Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser
selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed
to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential
employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental
authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York
generally are open for use by customers on such day.
1
“Commission”
means the United States Securities and Exchange Commission.
“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.
“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Inducement
Offer Letters” means the Letter Agreement, dated as of even date herewith, between the Company and the Holder and substantially
similar letters entered into with certain other holders of the Company’s Existing Warrants.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Stockholder
Approval” means the approval of the exercise of this Warrant in full, and the authorization of sufficient additional shares
of Common Stock to allow the exercise of this Warrant in full, by the stockholders of the Company, in accordance with the rules of the
NYSE American and the laws of the State of Delaware.
“Stockholder
Approval Date” means the date on which Stockholder Approval is obtained.
“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed
or acquired after the date hereof.
“Termination
Date” means 5:00 p.m. (New York City time) on the five (5) year anniversary of the Initial Exercise Date.
“Trading
Day” means a day on which the Common Stock is traded on a Trading Market.
“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange (or any successors to any of the foregoing).
“Transfer
Agent” means Equiniti Trust Company, LLC, the current transfer agent of the Company, with a mailing address of 6201 15th Avenue,
Brooklyn, NY 11219 and an email address of Philip.Velez@equiniti.com, and any successor transfer agent of the Company.
2
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average
price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not
then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or
a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common
Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser
selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.
“Warrants”
means this Class H Common Stock Purchase Warrant and other Class H Common Stock Purchase Warrants issued by the Company pursuant to the
Inducement Offer Letters.
Section
2. Exercise.
a) Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times
on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy
submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of
Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard
Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the
aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s
check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the
applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other
type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the
Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant
Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the
Company for cancellation as soon as reasonably practicable following the date on which the final Notice of Exercise is delivered to
the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available
hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the
applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant
Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise on the Trading
Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by
reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of
Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face
hereof.
b) Exercise
Price. The exercise price per share of Common Stock under this Warrant shall be $0.60, subject to adjustment hereunder (the “Exercise
Price”).
c) Cashless
Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained
therein is not available for the resale of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in
part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant
Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A)
=
as
applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of
Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed
and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined
in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common
Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s
execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours”
on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular
trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of
Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant
to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;
3
(B)
=
the
Exercise Price of this Warrant, as adjusted hereunder; and
(X)
=
the
number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise.
If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the Warrant Shares shall take on
the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the
holding period of this Warrant. By way of example, if the Holder acquired this Warrant on
January 1, 2026, and exercises it on a cashless basis on July 1, 2026, the Warrant Shares issued upon such cashless exercise shall be
deemed to have been acquired on January 1, 2026, for purposes of calculating the applicable holding period under Rule 144. The
Company agrees not to take any position contrary to this Section 2(c).
d) Mechanics
of Exercise.
i. Delivery
of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust
Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such
system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the
Warrant Shares by Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations
pursuant to Rule 144 (assuming cashless exercise of the Warrant), and otherwise by physical delivery of a certificate, registered in
the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is
entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of
(i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the
Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery
Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder
of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant
Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the
earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of
the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise
by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each
$1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise),
$10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading
Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees
to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As
used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days,
on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of
Exercise.
4
ii. Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and
upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing
the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other
respects be identical with this Warrant.
iii. Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
iv. Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if
the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section
2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by
its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares
of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon
such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x)
the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds
(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection
with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)
at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise
was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock
that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the
Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares
of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately
preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares
of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
v. No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Exercise Price or round up to the next whole share.
vi. Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other
incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and
such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition
thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer
Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established
clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
5
vii. Closing
of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.
e) Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise
as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting
as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number
of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude
the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject
to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being
acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)
of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent
that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to
other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable
shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status
as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on
the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed
with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by
the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of
a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then
outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion
or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date
as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”
shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice
to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial
Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect
to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall
continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after
such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than
in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or
inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable
to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.
f)
Stockholder Approval. The Company shall not issue any shares of Common Stock upon exercise of this Warrant unless and until the
issuance of such shares of Common Stock has received Stockholder Approval.
6
Section
3. Certain Adjustments.
a) Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes
a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of
Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this
Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse
stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the
Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which
the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of
shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant
shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for
the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or re-classification.
b) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells
any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any
class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number
of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including
without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are
to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that
the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation,
then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of
Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for
the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
c) Pro
Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution
of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after
the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent
that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete
exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership
Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as
of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however,
that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial
ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be
held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding
the Beneficial Ownership Limitation).
7
d) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary), directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in
one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the
Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares
for other securities, cash or property and has been accepted by the holders of greater than 50% of the outstanding Common Stock or greater
than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions
effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which
the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly,
in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby
such other Person or group acquires greater than 50% of the outstanding shares of Common Stock or greater than 50% of the voting power
of the common equity of the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this
Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately
prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e)
on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if
it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a
result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately
prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes
of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and
the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value
of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash
or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the
event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable
at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the
public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount
of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation
of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s
control, including not approved by the Company’s Board of Directors, the Holder shall only be entitled to receive from the Company
or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised
portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental
Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock
are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further,
that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders
of Common Stock will be deemed to have received common stock of the Successor Entity (which Successor Entity may be the Company following
such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant
based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of
consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding
to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated Fundamental
Transaction and the Termination Date, (B) an expected volatility equal to the 365 day volatility, obtained from the HVT function on Bloomberg
(determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable
contemplated Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the sum of the price per share
being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and
(D) a remaining option time equal to the time between the date of the public announcement of the applicable contemplated Fundamental
Transaction and the Termination Date. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds
(or such other consideration) within the later of (i) five Trading Days of the Holder’s election and (ii) the date of consummation
of the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not
the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant
and the other Transaction Documents in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and
substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction
and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of
shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable
upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,
and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative
value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number
of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately
prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder.
Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under
this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this
Warrant and the other Transaction Documents referring to the “Company” shall refer instead to each of the Company and the
Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally
with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall
assume all of the obligations of the Company prior thereto under this Warrant and the other Transaction Documents with the same effect
as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. For the
avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(d) regardless of (i) whether the
Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a Fundamental Transaction
occurs prior to the Initial Exercise Date.
8
e) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes
of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the
number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
f) Notice
to Holder.
i. Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number
of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
ii. Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common
Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall
authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock
of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification
of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of
all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities,
cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs
of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall
appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,
rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled
to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected
that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to
deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to
be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information
regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a
Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such
notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
g)
Voluntary Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during
the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board
of Directors.
Section
4. Transfer of Warrant.
Transfer
Restrictions. The Holder understands that: (i) the Warrants have not been and are not being registered under the Securities Act or
any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or
an exemption from such registration is available, (ii) any sale of the Warrants made in reliance on Rule 144 may be made only in accordance
with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Warrants under circumstances in which the seller
(or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may
require compliance with some other exemption under the Securities Act or the rules and regulations of the Commission thereunder, and
(iii) neither the Company nor any other Person is under any obligation to register the issuance of the Warrants under the Securities
Act or any state securities laws or to comply with the terms and conditions of any resale exemption thereunder.
b)
Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable,
in whole or in part, subject to the provisions of Section 4(a) above, upon surrender of this Warrant at the principal office of the Company
or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by
the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such
surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee
or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to
the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder
has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days
of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned
in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
9
c) New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or
its agent or attorney. Subject to compliance with Sections 4(a) and 4(b) above, as to any transfer which may be involved in such division
or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of
this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
d) Warrant
Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder
of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other
purposes, absent actual notice to the contrary.
e)
Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant
and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to
or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities
law, except pursuant to sales registered or exempt under the Securities Act.
Section
5. Miscellaneous.
a) No
Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends
or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set
forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to
Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required
to net cash settle an exercise of this Warrant.
b) Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case
of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include
the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make
and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.
c) Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Trading Day, then such action may be taken or such right may be exercised on the next succeeding Trading Day.
10
d) Authorized
Shares.
The
Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a
sufficient number of shares to provide for the issuance of all of the Warrant Shares issuable upon the exercise of any purchase rights
under this Warrant (without regard to any limitation on exercise set forth herein). The Company further covenants that its issuance of
this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon
the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure
that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements
of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon
the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant
and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free
from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer
occurring contemporaneously with such issue).
Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the
foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise
immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,
as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from
any public regulatory body or bodies having jurisdiction thereof.
e) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and
construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of
law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Warrant (whether brought against a party hereto or their respective Affiliates, directors, officers, shareholders,
partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York,
Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is
not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient
venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant,
the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
f) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not
utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
11
g) Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as
a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of
this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material
damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including,
but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting
any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h) Notices.
Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any
Notice of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service,
addressed to the Company, at 2117 SW Highway 484, Ocala, FL 34473, Attention: Jodie Pelz, Director of Accounting and Finance, facsimile
number (352) 480-4620, e-mail address Jodie.Pelz@aimimmuno.com, or such other email address or address as the Company may specify for
such purposes by notice to the Holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder
shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to each
Holder at the e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries
hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered
via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading
Day after the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section
on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following
the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom
such notice is required to be given. To the extent that any notice provided hereunder constitutes, or contains, material, non-public
information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant
to a Current Report on Form 8-K.
i) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the
Company.
j) Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any
action for specific performance that a remedy at law would be adequate.
k) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable
by the Holder or holder of Warrant Shares.
l) Amendment.
Other than Section 2(e) above and this Section 5(l), which may not be amended, modified or waived, this Warrant may be modified or amended
or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder or the beneficial owner of this
Warrant, on the other hand.
m) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
n) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this
Warrant.
********************
(Signature
Page Follows)
12
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above
indicated.
AIM
IMMUNOTECH INC.
By:
Name:
Thomas
K. Equels
Title:
President
13
NOTICE
OF EXERCISE
To:
AIM Immunotech inc.
(1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2)
Payment shall take the form of (check applicable box):
☐
in lawful money of the United States; or
☐
if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in
subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless
exercise procedure set forth in subsection 2(c).
(3)
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
_______________________________
The
Warrant Shares shall be delivered to the following DWAC Account Number:
_______________________________
_______________________________
_______________________________
[SIGNATURE
OF HOLDER]
Name
of Investing Entity: ______________________________________________________________
Signature
of Authorized Signatory of Investing Entity: ________________________________________
Name
of Authorized Signatory: __________________________________________________________
Title
of Authorized Signatory: ___________________________________________________________
Date:
______________________________________________________________________________
14
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)
FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
Name:
(Please
Print)
Address:
(Please
Print)
Phone
Number:
Address:
Dated:
_______________ __, ______
Holder’s
Signature:_______________________
Holder’s
Address:________________________
15
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 3
Exhibit
10.1
AIM
IMMUNOTECH, INC.
May
7, 2026
Holders
of Common Stock Purchase Warrants
Re:
Inducement Offer to Exercise Common Stock Purchase Warrants
To
Whom It May Concern:
AIM
ImmunoTech, Inc. (the “Company”) previously issued and delivered to you (“Holder” or “you”
or “your”) the Company’s (i) Class A warrants to purchase shares of the
Company’s common stock, par value $0.001 per share (“Common Stock”) (the “Class A Warrants”),
(ii) Class B warrants to purchase shares of the Company’s Common Stock (the “Class
B Warrants”), (iii) Class C warrants to purchase shares of Common Stock (the “Class C Warrants”), (iv) Class
D warrants to purchase shares of Common Stock (the “Class D Warrants”), (v) Class E warrants to purchase shares of
Common Stock (the “Class E Warrants”), (vi) Class F warrants to purchase shares of Common Stock (the “Class
F Warrants”) and (vii) Class G warrants to purchase shares of Common Stock (the “Class G Warrants,” and
together with the Class A Warrants, the Class B Warrants, the Class C Warrants, the Class D Warrants, the Class E Warrants and the Class
F Warrants, the “Existing Warrants”).
The
Company is pleased to offer you the limited opportunity during the Exercise Period (as defined below) as provided herein to exercise
your Existing Warrants (the “Limited Warrant Exercise Opportunity”) at a reduced exercise price of $0.48 (as reduced
from the current exercise price of $36.30 as set forth in each of the Class A Warrants and Class B Warrants, the current exercise price
of $28.00 as set forth in each of the Class C Warrants and the Class D Warrants, the current exercise price of $1.439 as set forth in
each of the Class E Warrants and Class F Warrants and the current exercise price of $1.00 as set forth in the Class G Warrants) (the
“Reduced Exercise Price”). Upon entering into this letter agreement, you (1) have agreed to make an exercise of your
respective Existing Warrants as set forth on the signature page to this letter agreement (the “Warrant Exercise”),
and (2) have agreed to the terms of this letter agreement. The “Exercise Period” is the period beginning on the date
hereof through 4:00 p.m. New York City time on May 7, 2026 (the “Expiration Date”). In connection with such Warrant
Exercise (i) your exercise price of your Existing Warrants will be reduced to the Reduced Exercise Price and (ii) you will receive a
New Warrant (as defined and provided below).
The
resale of the shares underlying the Class A Warrants (the “Class A Warrant Shares”) and the Class B Warrants (the
“Class B Warrant Shares”) have been registered pursuant to the registration statement on Form S-1 (File No. 333-280761)
(the “July 2024 Registration Statement”) and were issued pursuant to that certain Securities Purchase Agreement, dated
May 31, 2024 (the “May 2024 Agreement”). The resale of the shares underlying the Class C Warrants (the “Class
C Warrant Shares”) and the Class D Warrants (the “Class D Warrant Shares”) have been registered pursuant
to the registration statement on Form S-1 (File No. 333-283269) (the “December 2024 Registration Statement”) and were
issued pursuant to that certain Securities Purchase Agreement, dated September 30, 2024 (the “September 2024 Agreement”).
Each of the Class E Warrants and the Class F Warrants and the shares of Common Stock underlying the Class E Warrants and Class F Warrants
(collectively, the “July 2025 Warrant Shares”) have been registered pursuant to the registration statement on Form
S-1 (File No. 333-284443) (the “July 2025 Registration Statement”) and were issued pursuant to that certain Securities
Purchase Agreement, dated July 31, 2025 (the “July 2025 Agreement”). The Class G Warrants and the shares of Common
Stock underlying the Class G Warrants (the “Class G Warrant Shares” and together with the Class A Warrant Shares,
the Class B Warrant Shares, the Class C Warrant Shares, the Class D Warrant Shares and the July 2025 Warrant Shares, the “Existing
Warrant Shares”) have been registered pursuant to the registration statement on Form S-1 (File No. 333-292085) (the “February
2026 Registration Statement” and together with the July 2024 Registration Statement, the December 2024 Registration Statement
and the July 2025 Registration Statement, the “Registration Statements”) and were issued pursuant to that certain
rights offering, which closed on March 6, 2026 (the “Rights Offering” and together with the May 2024 Agreement, the
September 2024 Agreement and the July 2025 Agreement, the “Existing Agreements”). The Registration Statements are
currently effective and, upon exercise of the Existing Warrants pursuant to the terms hereof, will be effective with respect to the resale
of the Existing Warrant Shares. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Existing Agreements.
For
the Warrant Exercise during the Exercise Period, the Company has agreed to allow you the limited opportunity to exercise your Existing
Warrants at the Reduced Exercise Price instead of your current exercise price as set forth above. You acknowledge that the ability to
exercise your Existing Warrants is a limited opportunity that expires at the end of the Exercise Period. Accordingly, you agree that
any unexercised Existing Warrants after the end of the Exercise Period will continue to be exercisable at the current exercise price
per share.
As
an additional part of the consideration being provided by the Company for your Warrant Exercise, the Company shall also issue you or
your designees, within two (2) business days after the completion of the Warrant Exercise of your Existing Warrants on the date of this
letter agreement, a new Common Stock purchase warrant (the “New Warrant”), substantially in the form attached hereto
as Annex B, to purchase up to a number of shares of Common Stock equal to 200% of the number of Existing Warrant Shares
issued to you pursuant to your Warrant Exercise.
The
New Warrants will (i) not be exercisable until the date upon which stockholder approval of the exercise of the New Warrants in accordance
with the rules of the NYSE American, and if necessary, the approval of the authorization for sufficient additional shares of Common Stock
to allow for the exercise of the New Warrants (the “Stockholder Approval”) have been obtained at a meeting of Company
stockholders and such approvals become effective (collectively, the “Exercise Date”), (ii) have a term of exercise
of five (5) years from the Exercise Date and (iii) have an exercise price equal to $0.60 (the “New Warrant Exercise Price”),
subject to adjustment as provided in the New Warrants.
You
may accept this offer by executing the signature page of this agreement, with such acceptance constituting your exercise in full of the
Existing Warrants for an aggregate exercise price set forth on your signature hereto (the “Warrant Exercise Price”)
on or before 4:00 p.m., Eastern Time, on May 7, 2026 (the “Termination Date”). Such acceptance and this agreement
will become effective only upon the acceptance by the Company prior to the Termination Date.
Subject
to this letter agreement becoming effective prior to the Termination Date, your acceptance shall constitute your notice and authorization
to consummate the Warrant Exercise in the amount and for the aggregate exercise price as set forth on your signature page hereto. By
signing below, you represent that the Beneficial Ownership Limitation (as defined in your Existing Warrants) will not be exceeded upon
the issuance of all of the shares of Common Stock received from the Warrant Exercise. Notwithstanding anything herein to the contrary,
in the event that any exercise of Existing Warrants would otherwise cause the Holder to exceed the Beneficial Ownership Limitation (as
defined in your Existing Warrants), the Company shall only issue such number of Existing Warrant Shares to the Holder that would not
cause the Holder to exceed the maximum number of shares of Common Stock permitted thereunder, as directed by the Holder, with the balance
to be held in abeyance until notice from the Holder that the balance (or portion thereof) may be issued in compliance with such limitations,
which abeyance shall be evidenced through the Existing Warrants which shall be deemed prepaid thereafter (including the payment in full
of the exercise price), and exercised pursuant to a Notice of Exercise thereunder (provided that no additional exercise price shall be
due and payable). The parties hereby agree that the Beneficial Ownership Limitation for purposes of the Existing Warrants is as set forth
on the Holder’s signature page hereto. Additionally, the Company agrees to make the representations and warranties to the Holder,
and each of the Company and the Holder, as the case may be, will acknowledge and agree to the covenants set forth on Annex A attached
hereto. Further, in connection with the issuance of the New Warrants as provided herein, the Holder agrees and makes the representations
and warranties as set forth in the respective Existing Agreement entered into with the Company, as the Company will be relying upon them
for an exemption from registration under the Securities Act in connection with the issuance of the New Warrants. Furthermore, the Holder
represents and warrants that the Holder is not purchasing the New Warrants as a result of any advertisement, article, notice or other
communication regarding the New Warrants published in any newspaper, magazine or similar media or broadcast over television or radio
or presented at any seminar or, to the knowledge of the Holder, any other general solicitation or general advertisement.
2
If
this offer is accepted by your execution and delivery of this letter agreement and becomes effective, then on or before 9:00 a.m. (New
York City time) on May 8, 2026, the Company shall file a Current Report on Form 8-K with the U.S. Securities and Exchange Commission
(the “SEC”) disclosing all material terms of the transactions contemplated herein, including forms of this letter
agreement and the New Warrant as exhibits thereto (the “8-K Filing”). From and after the time of the 8-K Filing, the
Company represents to the Holder that it shall have publicly disclosed all material, non-public information delivered to the Holder by
the Company or any of its officers, directors, employees or agents in connection with the transactions contemplated by this letter agreement.
In addition, effective upon the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations
under any agreement entered into in contemplation of the transactions contemplated by this letter agreement, whether written or oral,
between the Company or any of its officers, directors, agents, employees or Affiliates on the one hand, and the Holder or any of its
Affiliates on the other hand, shall terminate. From and after the 8-K Filing, the Company represents to the Holder that none of the Company’s
directors, officers, employees or agents will provide the Holder with any material, non-public information that is not disclosed in the
8-K Filing.
Subject
to this letter agreement becoming effective as provided above, no later than May 8, 2026 (the “Exercise Closing Date”),
the closing of the Warrant Exercise shall occur at such location as the parties shall mutually agree. Unless otherwise directed by Ladenburg
Thalmann & Co. Inc. (the “Placement Agent”), settlement of the Warrant Exercise hereunder shall occur via “Delivery
Versus Payment” (“DVP”) (i.e., on the Exercise Closing Date, the Company shall issue the shares of Common Stock
issued pursuant to the Warrant Exercise (the “Exercise Warrant Shares”) in the Holder’s name and address, to
be released by the Company’s transfer agent directly to the account(s) of the Placement Agent as identified by the Holder; upon
receipt of such Exercise Warrant Shares, the Placement Agent shall promptly electronically deliver such Exercise Warrant Shares to the
Holder; and payment of the aggregate exercise price therefor shall be made by the Placement Agent (or its clearing firm) on behalf of
the Holder by wire transfer to the Company). On or prior to the Exercise Closing Date, the Holder shall deliver or cause to be delivered
to the Company such Holder’s aggregate exercise price for the Exercise Warrant Shares, which shall be made available for DVP settlement
with the Company or its designee.
Except
as set forth herein, the terms of the Existing Warrants, including but not limited to the obligations to deliver the underlying shares
of Common Stock in connection with the Warrant Exercise, shall remain in effect as if the acceptance of the offer contained herein and
entry into this letter agreement was a formal exercise notice under the applicable Existing Warrant.
The
Company covenants that it shall use commercially reasonable efforts to hold a special meeting of stockholders (which may also be at the
annual meeting of stockholders) at the earliest practical date after the date hereof, and in any event on or before the 75th calendar
day following the Exercise Closing Date, with the recommendation of the Company’s Board of Directors that a proposal allowing for
the exercise of all of the New Warrants be approved pursuant to the rules and regulations of the NYSE American, that sufficient additional
shares of Common Stock be authorized so that the New Warrants can be exercised in full, if necessary, and the Company shall solicit proxies
from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed
proxyholders shall vote their proxies in favor of such proposal. If the Company does not obtain Stockholder Approval at the first meeting,
the Company shall use commercially reasonable efforts to call a meeting every 90 days thereafter to seek Stockholder Approval until the
earlier of the date Stockholder Approval is obtained or the New Warrants are no longer outstanding.
The
Company acknowledges and agrees that the obligations of the Holder under this letter agreement are several and not joint with the obligations
of any other holder of Existing Warrants (each, an “Other Holder”), including the Other Holders who are Participating
Other Holders that enter into similar letter agreements as the Holder (each, an “Other Warrant Exercise Agreement”),
and the Holder shall not be responsible in any way for the performance of the obligations of any Other Holder or under any such Other
Warrant Exercise Agreement. Nothing contained in this letter agreement, and no action taken by the Holder pursuant hereto, shall be deemed
to constitute the Holder and the Other Holders as a partnership, an association, a joint venture or any other kind of entity, or create
a presumption that the Holder and the Other Holders are in any way acting in concert or as a group with respect to such obligations or
the transactions contemplated by this letter agreement and the Company acknowledges that the Holder and the Other Holders are not acting
in concert or as a group with respect to such obligations or the transactions contemplated by this letter agreement or any Other Warrant
Exercise Agreement. The Company and the Holder confirm that the Holder has independently participated in the negotiation of the transactions
contemplated hereby with the advice of its own counsel and advisors. The Holder shall be entitled to independently protect and enforce
its rights, including, without limitation, the rights arising out of this letter agreement, and it shall not be necessary for any Other
Holder to be joined as an additional party in any proceeding for such purpose.
3
The
Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof until six (6) months
after the date hereof, that none of the terms offered to any Other Holder with respect to any Other Warrant Exercise Agreement (or any
amendment, modification or waiver thereof) relating to any of the Existing Warrants, is or will be more favorable to such Other Holder
than those of the Holder and this letter agreement, unless such terms are concurrently offered to the Holder. If, and whenever on or
after the date hereof until six (6) months after the date hereof, the Company enters into an Other Warrant Exercise Agreement relating
to Existing Warrants, then (i) the Company shall provide notice thereof to the Holder promptly following the occurrence thereof (a “Notice
of Transaction”) and (ii) the terms and conditions of this letter agreement shall be, without any further action by the Holder
or the Company, automatically amended and modified in an economically and legally equivalent manner such that the Holder shall receive
the benefit of the more favorable terms and the obligation of the conditions (as the case may be) set forth in such Other Warrant Exercise
Agreement (including, if applicable, the issuance of additional underlying shares of Common Stock), provided that upon written
notice to the Company within five (5) days after receiving a Notice of Transaction, the Holder may provide written notice to the Company
electing not to accept all of the benefits of any such amended and modified term and the related conditions, in which event the terms
and conditions contained in this letter agreement shall apply to the Holder as it was in effect immediately prior to such amendment or
modification as if such amendment or modification never occurred with respect to the Holder. The provisions of this paragraph shall apply
similarly and equally to each such Other Warrant Exercise Agreement.
Each
party hereto shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this letter agreement. The Company
shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of the Exercise Warrant
Shares.
Upon
the countersignature and delivery of this letter agreement by the Holder and subject to this letter agreement becoming effective upon
the Company’s receipt of signed letter agreements by the Participating Other Holders as provided above, the parties will have mutually
agreed to the consummation of the transactions set forth above, including the Warrant Exercise, the Limited Warrant Exercise Opportunity,
and the Company’s issuance of the New Warrants to you.
No
provision of this letter agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case
of a waiver, by the party against whom enforcement of any such waived provision is sought, or, in the case of a modification, supplement,
or amendment, by each of the parties hereto. No waiver of any default with respect to any provision, condition or requirement of this
letter agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner
impair the exercise of any such right.
This
letter agreement shall be governed by the laws of the State of New York without regard to the principles of conflicts of law thereof.
***************
4
To
accept this offer and to enter into this letter agreement, you must counter execute this letter agreement and return the fully executed
letter agreement to the Company at email: [*], attention: [*], on or before 4:00 pm (New York City time) by May 7, 2026.
Please
do not hesitate to call me if you have any questions.
Sincerely
yours,
AIM
IMMUNOTECH, INC.
By:
Name:
Title:
5
Accepted
and Agreed to:
Name
of Holder:
Signature
of Authorized Signatory of Holder:
Name
of Authorized Signatory:
Title
of Authorized Signatory:
Exercised
Class A Warrant Shares:
Exercised
Class B Warrant Shares:
Exercised
Class C Warrant Shares:
Exercised
Class D Warrant Shares:
Exercised
Class E Warrant Shares:
Exercised
Class F Warrant Shares:
Exercised
Class G Warrant Shares:
Aggregate
Exercise Amount:
$
Quantity
of New Warrants (200% of total Existing Warrant Shares being exercised)
Beneficial
Ownership Blocker of New Warrant (4.99% or 9.99%)
Delivery
Address for New Warrant:
6
Annex
A – Representations, Warranties and Covenants
Representations,
Warranties and Covenants. The Company hereby makes the following representations and warranties to the Holder, and each of the Company
and the Holder, as the case may be, acknowledge and agree to the covenants set forth below:
(a)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company
under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter
period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto
and documents incorporated by reference therein, the “SEC Reports”). As of their respective dates, the SEC Reports
complied in all material respects with the requirements of the Exchange Act and none of the SEC Reports, when filed, contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to
Rule 144(i) under the Securities Act.
(b)
Registration Statement. The Existing Warrant Shares are registered for issuance on the Registration Statements and the Company
knows of no reason as of the date hereof why the Registration Statements shall not remain available for the issuance and resale of such
Warrant Shares for the foreseeable future. The Company shall use commercially reasonable efforts to keep the Registration Statements
effective and available for use by the Holder until all remaining Existing Warrants and Existing Warrant Shares are sold by the Holder.
(c)
Authorization; Enforcement. The Company will have the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this letter agreement and otherwise to carry out its obligations hereunder and thereunder. The execution
and delivery of this letter agreement by the Company and the consummation by the Company of the transactions contemplated hereby will
be duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of
directors or its stockholders in connection therewith except for the Stockholder Approval contemplated by this letter agreement and the
New Warrants. This letter agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, will
constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as
limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law.
(d)
No Conflicts. The execution, delivery and performance of this letter agreement by the Company and the consummation by the Company
of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s certificate
of incorporation, bylaws or other organizational or charter documents; or (ii) conflict with, or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or
assets of the Company in connection with, or give to others any rights of termination, amendment, acceleration or cancellation (with
or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other material instrument (evidencing
Company debt or otherwise) or other material understanding to which the Company is a party or by which any property or asset of the Company
is bound or affected, other than for which a waiver has been obtained by the Company; or (iii) conflict with or result in a violation
of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which
the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company
is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not reasonably be expected to result in a Material
Adverse Effect.
7
(e)
NYSE American Corporate Governance; Listing of Common Stock. The transactions contemplated under this letter agreement comply
with all applicable rules of the NYSE American LLC (the “NYSE American”). The Company shall apply to list or quote
all of the New Warrant Shares on the NYSE American and promptly secure the listing of all of the New Warrant Shares on the NYSE American.
(f)
Issuance of the New Warrants. The issuance of the New Warrants in connection with the Warrant Exercise prior to the expiration
of the Exercise Period as provided in this letter agreement shall be duly authorized and will be duly and validly issued, fully paid
and nonassessable, free and clear of all liens imposed by the Company, and the shares issuable upon exercise of the New Warrants (the
“New Warrant Shares”), when issued in accordance with the terms of the New Warrants, will be validly issued, fully
paid and nonassessable, free and clear of all liens imposed by the Company. No later than after the receipt of Stockholder Approval,
the Company shall reserve from its duly authorized capital stock a number of shares of Common Stock for issuance of the New Warrant Shares
in full in accordance with its terms.
(g)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of this letter agreement, other than: (i) the filings
required pursuant to this letter agreement; (ii) application(s) or notice to each applicable Trading Market for the listing of the New
Warrant Shares for trading thereon in the time and manner required thereby, and (iii) the filing of Form D with the Commission and such
filings as are required to be made under applicable state securities laws, if required.
(h)
Legends and Transfer Restrictions.
(i)
The New Warrants and New Warrant Shares may only be disposed of in compliance with state and federal securities laws. In connection with
any transfer of New Warrants or New Warrant Shares other than pursuant to an effective registration statement or Rule 144, to the Company
or to an Affiliate of the undersigned or in connection with a pledge, the Company may require the transferor thereof to provide to the
Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred New
Warrants and New Warrant Shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be
bound by the terms of this letter agreement.
(ii)
The Holder agrees to the imprinting, so long as is required by this Section (h), of a legend on any of the New Warrants and New Warrant
Shares in the following form:
NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, THEY MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL
INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY
SUCH SECURITIES.
8
The
Company acknowledges and agrees that the undersigned may from time to time pledge pursuant to a bona fide margin agreement with a registered
broker-dealer or grant a security interest in some or all of the New Warrants to a financial institution that is an “accredited
investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this letter agreement
and, if required under the terms of such arrangement, the undersigned may transfer pledged or secured New Warrants to the pledgees or
secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the
pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At
the undersigned’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of
New Warrants may reasonably request in connection with a pledge or transfer of the New Warrants or New Warrant Shares.
(iii)
Certificates evidencing the New Warrant Shares shall not contain any legend (including the legend set forth in Section (h)(ii) hereof),
(i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale
of such New Warrant Shares pursuant to Rule 144, (iii) if such New Warrant Shares are eligible for sale under Rule 144 without volume
or manner-of-sale limitations pursuant to Rule 144, or (iv) if such legend is not required under applicable requirements of the Securities
Act (including judicial interpretations and pronouncements issued by the staff of the Commission) (the earliest of clauses (i) through
(iv), the “Delegend Date”). The Company shall cause its counsel to issue a legal opinion to its transfer agent (if
required by the transfer agent) and the undersigned (if requested by the undersigned) in connection with the removal of the legend hereunder.
If all or any portion of a New Warrant is exercised at a time when there is an effective registration statement to cover the resale of
the New Warrant Shares, or if such New Warrant Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable
requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then
such New Warrant Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer
required under this Section (h), it will, no later than the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising
the Standard Settlement Period (as defined below) following the delivery by the undersigned to the Company or the transfer agent of a
certificate representing Warrant Shares, as applicable, issued with a restrictive legend (such date, the “Legend Removal Date”),
deliver or cause to be delivered to the undersigned a certificate representing such shares that is free from all restrictive and other
legends. The Company may not make any notation on its records or give instructions to the transfer agent that enlarge the restrictions
on transfer set forth in this Section (h). Certificates for New Warrant Shares subject to legend removal hereunder shall be transmitted
by the transfer agent to the undersigned by crediting the account of the undersigned’s prime broker with the Depository Trust Company
System as directed by the undersigned. “Standard Settlement Period” means the standard settlement period, expressed in a
number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery
of a certificate representing Warrant Shares issued with a restrictive legend.
(iv)
In addition to such undersigned’s other available remedies, the Company shall pay to the undersigned, in cash, (i) as partial liquidated
damages and not as a penalty, for each $1,000 of New Warrant Shares (based on the VWAP of the Common Stock on the date such Securities
are submitted to the transfer agent) delivered for removal of the restrictive legend and subject to Section (h)(iii), $2.50 per Trading
Day (increasing to $15 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the
Legend Removal Date until such certificate is delivered without a legend and (ii) if the Company fails to (a) issue and deliver (or cause
to be delivered) to the undersigned by the Legend Removal Date a certificate representing the Securities so delivered to the Company
by such undersigned that is free from all restrictive and other legends and (b) if after the Legend Removal Date such undersigned purchases
(in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such undersigned of all or
any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the
number of shares of Common Stock that such undersigned anticipated receiving from the Company without any restrictive legend, then, an
amount equal to the excess of such undersigned’s total purchase price (including brokerage commissions and other out-of-pocket
expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any)
(the “Buy-In Price”) over the product of (A) such number of New Warrant Shares that the Company was required to deliver
to such undersigned by the Legend Removal Date multiplied by (B) the lowest closing sale price of the Common Stock on any Trading Day
during the period commencing on the date of the delivery by such undersigned to the Company of the applicable New Warrant Shares (as
the case may be) and ending on the date of such delivery and payment under this clause (ii).
9
(i)
Listing of Common Stock. The Company shall, subject to applicable requirements of the NYSE American, apply to list or quote all
of the New Warrant Shares on the NYSE American and upon receipt of any required Stockholder Approval, if necessary, will use its best
efforts to secure the listing of all of the New Warrant Shares on such NYSE American.
(j)
Registration Statement. Within thirty (30) calendar days of closing, the Company shall prepare and file a registration statement
with the SEC covering the resale of 100% of the Common Stock underlying the New Warrants to be issued. The Company shall use commercially
reasonable efforts to cause such registration to become effective within sixty (60) days (or ninety (90) days if the Commission notifies
the Company that it will “review” the Resale Registration Statement) following the initial filing of such registration statement
and to keep such registration statement effective at all times until the time that no Holder owns any New Warrants or New Warrant Shares
issuable upon exercise thereof.
(k)
Subsequent Equity Sales.
(i)
From the date hereof until thirty (30) days (in the case of up to five million Existing Warrant Shares are exercised), forty-five (45)
days (in the case of up to seven million five hundred thousand Existing Warrants Shares are being exercised) or sixty (60) days (in the
case of up to 10 million Existing Warrant Shares are being exercised) following the Exercise Closing Date, neither the Company nor any
Subsidiary shall (A) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock
or Common Stock Equivalents or (B) file any registration statement or any amendment or supplement thereto. Notwithstanding the foregoing,
the Company may file a post-effective amendment to an existing resale registration statement that has been declared effective prior to
the date hereof.
(ii)
From the date hereof until the six (6) month anniversary of the Exercise Closing Date, the Company shall be prohibited from effecting
or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents
(or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction
in which the Company (A) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or
include the right to receive additional shares of Common Stock either (1) at a conversion price, exercise price or exchange rate or other
price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the
initial issuance of such debt or equity securities, or (2) with a conversion, exercise or exchange price that is subject to being reset
at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events
directly or indirectly related to the business of the Company or the market for the Common Stock or (B) enters into, or effects a transaction
under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market” facility, whereby the
Company may issue securities at a future determined price, regardless of whether shares pursuant to such agreement have actually been
issued and regardless of whether such agreement is subsequently canceled; provided, however, that, after ninety (90) days following the
Exercise Closing Date, the entry into and/or issuance of shares of Common Stock in an “at-the-market” facility with the Placement
Agent as sales agent shall not be deemed a Variable Rate Transaction. Any Holder shall be entitled to obtain injunctive relief against
the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.
10
Annex
B – Form of New Warrant
11
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