Item 3. Legal Proceedings
ITEM
3. Legal
Proceedings.
We
commenced an action against BioLife in December of 2017 for Breach of Contract. The amount of damages we are seeking in this matter have
yet to be determined. Damages are not covered by insurance. BioLife, the defendant, has filed its Answer, Affirmative Defenses and a
Counterclaim in the amount of $96,676 representing the invoices withheld after BioLife indicated that they were not intending to fulfill
the balance of the contract. We have denied the allegations of the counterclaim. We have conducted two mediation sessions, but have been
unable to resolve the matter. The parties are still currently engaged in discovery, which we believe will now lead to a trial date in
the later part of 2023. The scheduled dates for these events to transpire were extended several times as they were dependent on the safe
and full reopening of the Courts. Although it cannot be reasonably determined at this time, we believe the likelihood of an unfavorable
outcome on the defendant’s counterclaim is remote.
On
July 8, 2022, we received a notice from Jonathan Jorgl (the “Jorgl Notice”), an AIM stockholder who first purchased 1,000
AIM shares on June 27, 2022, seeking to nominate a control slate of two individuals for election to the three-member AIM Board of Directors
(the “Board”) at the 2022 Annual Meeting of Stockholders. The Board unanimously determined the Jorgl Notice to be invalid
due to numerous deficiencies, including failure to comply with the Company’s bylaws. The rejection of the Jorgl Notice was announced
on July 18, 2022.
Also
on July 18, 2022, we filed a complaint in the U.S. District Court for the Middle District of Florida, Ocala Division, against individuals
we believe failed to register as a group pursuant to U.S. securities laws and committed other unlawful actions in the context of their
attempt to effectuate a takeover of the Company’s Board. The court granted the defendants’ motion to dismiss, but allowed
the filing of an amended complaint. Defendants’ renewed motion to dismiss is pending, and AIM is in the process of obtaining discovery
from the defendants.
On
August 12, 2022, a hearing was held in the Delaware Court of Chancery concerning a motion for a temporary restraining order sought by
Jorgl to require the AIM Board of Directors to accept his director nominations and include his nominees on a universal proxy card for
the upcoming Annual Meeting of Stockholders. The court denied the motion several days later and scheduled a hearing on Jorgl’s
motion for a preliminary injunction to be held on October 5, 2022. Extensive discovery was conducted in advance of the hearing, which
was then held as scheduled.
34
On
October 5, 2022, the Delaware Court of Chancery held a hearing regarding a motion to require the AIM Board of Directors to accept the
Jorgl Group’s director nominations and include the group’s nominees on a universal proxy card for the 2022 Annual Meeting
of Stockholders. On October 28, 2022, the court denied Jorgl’s motion, citing that he failed to meet the burden of proof in light
of the evidence showing that he was part of efforts by convicted securities law felons working toward taking control of the AIM Board.
The Jorgl Group announced on November 2, 2022, that it did not intend to appeal the decision.
ITEM
4. Mine
Safety Disclosures.
Not
Applicable.
PART
II