AIM ImmunoTech Inc. 10-Q

ITEM 5: Other Information On July 31, 2024, we adopted Restated and Amended Bylaws. The Restated and Amended Bylaws revise the prior Bylaws by (i) removing or revising provisions in Section 1.4 of the prior Bylaws (the advance notice portion of the Bylaws) deemed unenforceable or invalid by the Delaware Supreme Court, (ii) revising other portions of Section 1.4 to ensure that our advance notice bylaws are otherwise appropriately tailored to further the intended procedural and informational functions of the advance notice bylaws, including in view of guidance from the Delaware Court of Chancery and Delaware Supreme Court in their opinions in the Kellner litigation, and (iii) making other conforming and clarifying changes to the prior Bylaws. In addition, the Restated and Amended Bylaws add that, in the case of our 2024 annual meeting of stockholders, a Noticing Stockholder’s notice of nominations or proposed business shall also be considered timely if it is delivered to our Secretary at the principal executive offices of the Company not later than the Close of Business on September 13, 2024. Amendment to Employment Agreements: Mr. Equels’ employment agreement was amended by adding the following to the end of Section 3(a): (a)(i) Notwithstanding the provisions of Section 3(a), during the one year period ending November 9, 2024, the Employee’s Short term compensation shall be revised and shall consist of a base salary of $750,000 and shares of the Company’s common stock, $.001 par value, valued at $100,000, such value equal to 100% of the closing price of the Company’s common stock on the NYSE American on the trading date immediately preceding the date of this Agreement. Mr. Rodino’s employment agreement was amended by adding the following to the end of Section 3(a): (a)(i) Notwithstanding the provisions of Section 3(a), during the one year period ending March 23, 2025, the Employee’s Short term compensation shall be revised and shall consist of a base salary of $375,000 and shares of the Company’s common stock, $.001 par value, valued at $50,000, such value equal to 100% of the closing price of the Company’s common stock on the NYSE American on the trading date immediately preceding the date of this Agreement. 44 ITEM 6: Exhibits (i) Exhibits - See exhibit index below. Exhibit No. Description 3.1 Certificate of Increase of Series A Junior Participating Preferred Stock (incorporated by reference to exhibit 3.1 to the Company’s Quarterly report on Form 10-Q (No. 001-27072) for the period ended March 31, 2023). 3.1(ii) Amended and Restated By-Laws of Registrant (incorporated by reference to exhibit 3.1(ii) to the Company’s Current Report on Form 8-K (No. 001-27072) filed August 1, 2024). 4.1 Third Amended and Restated Rights Agreement, dated May 12, 2023 between AIM ImmunoTech Inc. (formerly, Hemispherx Biopharma, Inc.) and American Stock Transfer & Trust Company, LLC. (incorporated by reference to exhibit 4.6 to Amendment No. 3 to the Company’s Registration Statement on Form 8-A12B (No. 001-27072) filed May 15, 2023). 10.1 October 4, 2023 Lease extension for Riverton office (incorporated by reference 10.106 to the Company’s Registration Statement on Form S-1 (No. 333-278839) filed April 19, 2024). 10.2 March 15, 2024 Addendum 1 to Lease for Ocala office (incorporated by reference to Exhibit 10.107 to the Company’s Registration Statement on Form S-1 (No.333-278839) filed April 19, 2024). 10.3 Form of Securities Purchase Agreement, dated as of May 31, 2024, by and among the Company and a Purchaser (incorporated by reference to exhibit 10.1 to the Company’s Current report on Form 8-K (No. 001-27072) filed June 3, 2024). 10.4 August 12, 2024 Amendment to Employment Agreement for Thomas K Equels* 10.5 August 12, 2024 Amendment to Employment Agreement for Peter W Rodino III* 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Executive Officer. * 31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Financial Officer. * 32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Executive Officer. * 32.2 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Financial Officer. * 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Schema 101.CAL Inline XBRL Taxonomy Calculation Linkbase 101.DEF Inline XBRL Taxonomy Definition Linkbase 101.LAB Inline XBRL Taxonomy Label Linkbase 101.PRE Inline XBRL Taxonomy Presentation Linkbase 104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) * Filed herewith. 45 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AIM IMMUNOTECH INC. /s/ Thomas K. Equels Thomas K. Equels, Esq. Chief Executive Officer & President /s/ Robert Dickey IV Robert Dickey IV Chief Financial Officer Date: August 14, 2024 46