What changed in this filing

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Item 1. Legal Proceedings

2023-05-15 compared with 2022-11-14 · 35 added, 47 removed, 2 unchanged (98% of the section changed)

Legal Proceedings

to Note 15 - Subsequent Events, included in Part I, Item 1 of this Form 10-Q, for a description of pending material legal proceedings.

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

Please see Part I, Item 3.

Legal Proceedings in

our Annual Report on Form 10-K for the year ended December 31, 2022.

Additionally, we

commenced an action against BioLife in December of 2017 for Breach of Contract in the Court of Common Pleas.

The amount of damages sought

include the lost profits from the alleged breach or the amount we paid and expended in reliance on BioLife’s fulfillment of the

None of the claimed damages are covered by insurance.

Defendant BioLife has filed its Answer, Affirmative Defenses and a Counterclaim

in the amount of $96,676 representing the Invoices unpaid after BioLife notified the Company 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 currently engaged in discovery, which we believe will lead to a trial date in the later

part of 2022.

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.

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.

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.

On October 11, 2022, the court dismissed the

complaint without prejudice.

Permission to file an amended complaint was granted and an amended complaint was filed.

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.

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.

October 28, 2022, the court denied Jorgl’s motion.

The Jorgl Group announced on November 2, 2022, that it did not intend to appeal

the decision.

October 28, 2022, the Delaware Court of Chancery denied Jorgl’s motion.

The Jorgl Group announced on November 2, 2022, that it

did not intend to appeal the decision.

The Company denies the allegations of the counterclaim, which we believe will now lead to a trial date in

the later part of 2023.

The Court recently issued an Order and Decision on pending cross Motions for Summary Judgment.

As per the Opinion,

the Court Denied AIM’s Motion for Summary Judgment, essentially ruling that the Defendant’s asserted breach of the Contract

is an issue of fact to be disputed at trial because BioLife might prove that its termination of the contract was unavoidable as a result

of the loss of blood suppliers.

The Court granted the Defendant’s Motion for Summary Judgment on the grounds that AIM cannot show

that its loss of profits for sale of Alfernon was caused by Biolife’s alleged breach.

The Court further ruled that AIM properly

pled the alternative damage theory of reliance damages.

The Court’s Order is inconsistent with the Opinion, in that it appears

to grant the Defendant’s Motion as to all claims, while the Opinion preserves the reliance damage theory.

The Company intends to

seek reconsideration of the Opinion prior to an as-yet-unscheduled trial, and, if unsuccessful, the matters will be reviewed on appeal.

The matter will proceed to trial at some future date which has not been scheduled.

The outstanding amounts do not fall within the materiality

threshold of the Company.

On April 20, 2023, in the action in the Delaware Court of Chancery, entitled

Jonathan Thomas Jorgl vs.

AIM Immuno Tech Inc, Thomas K.

Equels, William Mitchell and Stewart Appelrouth, Jonathan Jorgl filed a Motion

to Dismiss his Complaint as moot.

While we and the director defendants do not oppose dismissal of Jorgl’s claims, we have

requested that the Court retain jurisdiction so that we can file a motion seeking reimbursement of our legal fees and expenses from Jorgl.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Legal Proceedings