AIM ImmunoTech Inc. 10-Q

ITEM 1: Legal Proceedings Please see Part I, Item 3. Legal Proceedings in our Annual Report on Form 10-K for the year ended December 31, 2023. Since the filing of the 2023, Form 10-K: AIM Immunotech, Inc. v. Tudor, et al. , in the United States District Court for the Middle District of Florida, Ocala Division, Case No. 5:2022cv00323. On April 22, 2024, the District Court issued an order granting-in-part Lautz and Jorgl’s Rule 59(e) and Rule 11 motions, respectively. According to the District Court, when we filed our Amended Complaint, there was “no reasonable factual basis for [our] 13b claim against Lautz,” in light of his deposition testimony disclaiming ongoing participation in the group’s proxy fight. Furthermore, the District Court sanctioned us and our counsel, concluding that our argument regarding Jorgl’s voluntary cessation, and potential ongoing ownership, “was objectively frivolous and advanced for an improper argument” in light of Jorgl’s affidavit and redacted stock transfer form. The District Court limited Rule 11 sanctions to Jorgl’s reasonable attorneys’ fees and costs incurred after March 28, 2023 and ordered further briefing on fee applications and an appropriate PSLRA sanction, with Jorgl and Lautz’s initial briefs due on May 7, 2024. On April 29, 2024, Jorgl filed an unopposed motion to extend his filing deadline to May 17, 2024. We dispute the Court’s order and we are considering whether to appeal. We believe, but cannot assure, that the potential liability is approximately, $200,000. Kellner v. AIM ImmunoTech Inc. et al., in the Supreme Court of the State of Delaware, Case No. 3, 2024. On January 16, 2024, the Delaware Supreme Court granted-in-part Kellner’s motion to expedite and scheduled oral argument before the en banc Delaware Supreme Court for April 10, 2024. During briefing on Kellner’s appeal and our cross-appeal, the Chamber of Commerce of the United States of America (the “Chamber”) sought leave on February 23 , 2024 to file an amicus brief in support of us. In its proposed amicus brief, the Chamber, emphasizing the importance and ubiquity of advanced notice bylaws, explained that the Delaware Court of Chancery conflated the standards for as-applied and facial challenges, and also improperly applied heightened scrutiny in a way that would invite excessive future challenges to legitimate advanced notice bylaws. In opposing the Chamber’s motion for leave to file an amicus brief on March 4, 2024, Kellner questioned both the relevance and novelty of the Chamber’s arguments, while also attacking the Chamber’s independence. The Delaware Supreme Court granted the Chamber’s motion in a March 18, 2024 summary order. On April 10, 2024, the en banc Delaware Supreme Court heard oral argument from AIM and Kellner in this matter and took the matter under consideration.