What changed in this filing

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Item 1. Legal Proceedings

2024-08-14 compared with 2024-05-15 · 68 added, 35 removed, 7 unchanged (94% of the section changed)

1 unchanged sentence

see Part I, Item 3.

Legal Proceedings in our Annual Report on Form 10-K for the year ended December 31, 2023.

the filing of the 2023, Form 10-K:

Legal Proceedings in our Annual Report on Form 10-K for the year ended December 31, 2023 and Part II.

Proceedings in our quarterly report on Form 10Q for the Quarter ended March 31, 2024.

the filing of the March 31, 2024, Form 10-Q:

ImmunoTech, Inc.

Tudor, et al.

, in the United States District Court for the Middle District of Florida, Ocala Division, Case No.

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

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.

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.

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.

On April 22, 2024,the court entered an order

finding Jorgl and Lautz were entitled to recover attorney’s fees and costs and entered judgment on behalf of Jorgl for $216,936,

and on behalf of Lautz for $76,473.

AIM filed a motion to stay enforcement of the judgment pending the 11th Circuit Appeal, and the Court

granted a stay on June 21, 2024.

The appeal does not seek damages.

AIM filed a notice of appeal of the order of dismissal and the order

denying its motion for reconsideration that were entered in AIM ImmunoTech, Inc.

Tudor, et al., Case 5:22-cv-00323 (M.D.

The initial brief by AIM is due on September 4, 2024.

June 18, 2024, The Carlyle Appelate Law firm was engaged for the above referenced appeal.

It is anticipated that a Notice of appearance

by Carlyle will be filed in that matter.

AIM is exposed in this matter for the amount of those Judgments (which have been bonded by AIM),

interest on those judgements, as well as potentially paying attorney’s fees in the event the appeal is unsuccessful.

AIM ImmunoTech Inc.

et al., in the Supreme Court of the State of Delaware, Case No.

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.

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

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.

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

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.

On July 11, 2024, the Delaware Supreme Court issued a decision affirming in part and reversing in part the

Court of Chancery’s December 28, 2023 opinion, and not remanding the matter to the Court of Chancery.

The Supreme Court held that

certain of the bylaws adopted by the board were legally invalid and inequitable.

The board has subsequently revised the bylaws to address

and correct said deficiencies.

The Delaware Supreme Court also held that no further action was required with respect to Kellner’s

rejected nominations because Kellner and his nominees engaged in deceptive conduct during the nomination process, including by submitting

false and misleading information in connection with their nominations.

Prior to this appeal, the magistrate noted in her December 28,

2023 decision, that “[t]he context in which the Board received [the Kellner Notice] “cannot be ignored.” “The

Kellner Notice followed a proxy contest where Jorgl became an AIM stockholder solely to front a nomination and shield undisclosed persons

behind the scenes.

Those persons included two white collar criminals—one of whom had become increasingly hostile to AIM and had

misrepresented himself as an AIM representative to third parties.

It would have been obvious to the Board that the new nomination behind

Kellner carried over from the prior year.

Chioini was a constant, Deutsch remained involved (now as a nominee), and Baker Hostetler continued

to advise the effort.

The threat to return ‘guns blazing’ in 2023 came to fruition.”

July 26, 2024, Kellner filed a Motion for Reargument, requesting the Supreme Court to reconsider certain aspects of its ruling and requesting

clarification that the trial court retains jurisdiction for any fee applications.

By order dated July 29, 2024, the Supreme Court denied

Kellner’s Motion for Reargument, directed that the case be closed, and specifically ruled that “The case is not remanded

for an award of attorneys’ fees and costs” and deemed that the “this Case is Closed.”

trial court, at the request of the parties, stayed the matter pending determination of the Petition.

The Superior Court denied that Petition

on July 30, 2024.

On August 9, 2024, the parties notified the Court that they were conferring to avoid duplicate proceedings and would

advise the trial court within 30 days.

No estimate can be made at this time regarding the scheduling or ultimate determination

of the matters set forth in the Petition and the underlying issues presented in the appeal.

No judgement can be made at this time of

the likelihood of the Company prevailing on its claims.

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