UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 9, 2026, the Board of Directors (the “Board”) of AIM ImmunoTech Inc. (the “Company”) approved and adopted an Amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of June 9, 2026. The Amendment changed the voting standard for proposals other than the election of directors to provide that each other proposal submitted to a vote of stockholders shall, unless otherwise provided by the Company’s Certificate of Incorporation, the Bylaws, the rules or regulations of any stock exchange applicable to the Company, or applicable law or pursuant to any regulation applicable to the Company or its securities, be determined by the affirmative vote of the holders of a majority of the votes cast on the proposal (which, for the avoidance of doubt, shall only include votes cast for or against the proposal and shall exclude abstentions and broker non-votes).
Prior to the Amendment, the Bylaws provided that all other elections and questions (other than the election of directors) be, unless otherwise provided by the Certificate of Incorporation, the Bylaws, the rules or regulations of any stock exchange applicable to the Company, or applicable law or pursuant to any regulation applicable to the Company or its securities, be decided by the affirmative vote of the holders of a majority in voting power of the shares of stock of the Company which are present in person or by proxy and entitled to vote thereon.
The description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Amendment to the Amended and Restated Bylaws, effective as of June 9, 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.
| Date: June 10, 2026 | AIM ImmunoTech Inc. |
| /s/ Thomas K. Equels | |
| Thomas K. Equels | |
| Chief Executive Officer |
Exhibit 3.1
AMENDMENT TO THE
AMENDED AND RESTATED BYLAWS
OF
AIM IMMUNOTECH INC.
The Restated and Amended Bylaws (the “Bylaws”) of AIM ImmunoTech Inc., a Delaware corporation (the “Company”), adopted on February 24, 2025, are hereby amended as follows, effective as of June 9, 2026.
1. Section 1.9 of Article I of the Bylaws is hereby amended and restated in its entirety to read as follows:
“Section 1.9. Voting; Proxies. Except as otherwise provided by applicable law, the Certificate of Incorporation or these by-laws, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the Corporation. Voting at meetings of stockholders need not be by written ballot. At all meetings of stockholders, a plurality of the votes cast shall be sufficient to elect directors. Each other proposal submitted to a vote of stockholders shall, unless otherwise provided by the Certificate of Incorporation, these by-laws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, be determined by the affirmative vote of the holders of a majority of the votes cast on the proposal (which, for the avoidance of doubt, shall only include votes cast for or against the proposal and shall exclude abstentions and broker non-votes).”
2. Except as specifically amended herein, the Bylaws shall remain unchanged and in full force and effect.