What changed in this filing

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Item 1. Legal Proceedings

2024-11-14 compared with 2024-08-14 · 53 added, 53 removed, 22 unchanged (83% of the section changed)

Legal Proceedings

see Part I, Item 3.

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:

the filing of the June 30, 2024 Form 10-Q:

ImmunoTech, Inc.

2 unchanged sentences

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.

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.

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 has appealed these judgments

to the United States Court of Appeals for the Eleventh Circuit, and secured a stay of the enforcement of the judgments pending the 11th

Circuit Appeal.

AIM’s appeal does not seek damages.

AIM filed its initial brief on September 4, 2024.

The parties attended mediation

on November 5, 2024.

The parties did not reach an agreement, and mediation impassed.

The Appellees’ brief is due on December 5,

June 18, 2024, The Carlyle Appellate 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.

by Carlyle has been 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.

13 unchanged sentences

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.

Prior to this appeal, the Vice Chancellor noted in her December

28, 2023 post-trial 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.

July 26, 2024, Kellner filed a Motion for Reargument, requesting the Supreme Court of the State of Delaware 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.”

August 27, 2024, counsel to Kellner delivered to us a demand for certain books and records under Section 220 of the DGCL, and a letter

requesting that we reimburse him for his fees and expenses incurred in the Kellner litigation.

In the request for fee reimbursement letter,

Kellner stated that he was prepared to file an action in the Delaware Court of Chancery to require AIM to pay his fees and expenses if

the matter could not be resolved without court intervention.

By letter dated, November 8, 2024, AIM, through its counsel, denied the

request, noting, among other things, that the Delaware Supreme Court issued an order on July 29, 2024, denying Kellner’s Motion

for Reargument of the appeal in the Kellner litigation, directing that the case be closed, and specifically ruling that “[t]he

case is not remanded for an award of attorneys’ fees and costs.”

September 6, 2024, the parties filed a Stipulation with the Court dismissing the counterclaims, without prejudice, in order to allow

the Superior Court (appellate) to consider the Appeal issues without the need for duplicate trials.

The Stipulation was accepted by the

Court on October 17, 2024 dismissing the counterclaims.

On October 7 we perfected our Appeal in the Superior Court.

On November 7, 2024,

we served our Concise Statement of Matters Complained of on Appeal.

The Superior Court has not yet issued a briefing or argument schedule

on the matters to be considered on appeal.

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