Other Information
−Removed: July 31, 2024, we adopted Restated and Amended Bylaws.
−Removed: The Restated and Amended Bylaws revise the prior Bylaws by (i) removing or revising
−Removed: provisions in Section 1.4 of the prior Bylaws (the advance notice portion of the Bylaws) deemed unenforceable or invalid by the Delaware
−Removed: Supreme Court, (ii) revising other portions of Section 1.4 to ensure that our advance notice bylaws are otherwise appropriately tailored
−Removed: to further the intended procedural and informational functions of the advance notice bylaws, including in view of guidance from the Delaware
−Removed: Court of Chancery and Delaware Supreme Court in their opinions in the Kellner litigation, and (iii) making other conforming and
−Removed: clarifying changes to the prior Bylaws.
−Removed: addition, the Restated and Amended Bylaws add that, in the case of our 2024 annual meeting of stockholders, a Noticing Stockholder’s
−Removed: notice of nominations or proposed business shall also be considered timely if it is delivered to our Secretary at the principal executive
−Removed: offices of the Company not later than the Close of Business on September 13, 2024.
−Removed: to Employment Agreements:
−Removed: Equels’ employment agreement was amended by adding the following to the end of Section 3(a):
−Removed: Notwithstanding the provisions of Section 3(a), during the one year period ending November 9, 2024, the Employee’s Short term compensation
−Removed: 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
−Removed: 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
−Removed: immediately preceding the date of this Agreement.
−Removed: Rodino’s employment agreement was amended by adding the following to the end of Section 3(a):
−Removed: Notwithstanding the provisions of Section 3(a), during the one year period ending March 23, 2025, the Employee’s Short term compensation
−Removed: 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
−Removed: 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
−Removed: immediately preceding the date of this Agreement.
−Removed: Exhibits - See exhibit index below.
+Added: - See exhibit index below.
+Added: Certificate of Incorporation as Amended and Restated.
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).
+Added: Certificate of Amendment to the Certificate of Incorporation (incorporated by reference to exhibit 3(i).1 to the Company’s Current report on Form 8-K (No.
+Added: 001-27072) filed June 3, 2019).
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).
+Added: Common Stock Certificate.
Third Amended and Restated Rights Agreement, dated May 12, 2023 between AIM ImmunoTech Inc.
3 unchanged sentences
001-27072) filed May 15, 2023).
−Removed: October 4, 2023 Lease extension for Riverton office (incorporated by reference 10.106 to the Company’s Registration Statement on Form S-1 (No.
+Added: February 16, 2024 Note Purchase Agreement with Streeterville Capital LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (No.
+Added: 001-27072) filed February 20, 2024).
+Added: February 16, 2024 Promissory Note with Streeterville Capital LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (No.
+Added: 001-27072) filed February 20, 2024).
+Added: March 28, 2024 Atlas Equity Purchase Agreement (incorporated by reference to Exhibit 10.104 to the Company’s annual report on Form 10-K (No.
+Added: 001-27072) for the year ended December 31, 2023) filed April 1, 2024).
+Added: March 28, 2024 Atlas Registration Rights Agreement (incorporated by reference to Exhibit 10.105 to the Company’s annual report on Form 10-K (No.
+Added: 001-27072) for the year ended December 31, 2023) filed April 1, 2024).
+Added: 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).
−Removed: 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).
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).
−Removed: August 12, 2024 Amendment to Employment Agreement for Thomas K Equels*
−Removed: August 12, 2024 Amendment to Employment Agreement for Peter W Rodino III*
+Added: August 12, 2024 Amendment to Employment Agreement for Thomas K Equels (incorporated by reference to exhibit 10.4 to the Company’s Quarterly report on form 10-Q (No.
+Added: 001-27072) for period ended June 30, 2024).
+Added: August 12, 2024 Amendment to Employment Agreement for Peter W Rodino III (incorporated by reference to exhibit 10.5 to the Company’s Quarterly report on form 10-Q (No.
+Added: 001-27072) for period ended June 30, 2024).
+Added: September 11, 2024 Amendment to Employment Agreement for Thomas K Equels (incorporated by reference to exhibit 10.1 to the Company’s Current report on Form 8-K (No.
+Added: 001-27072) filed September 12, 2024).
+Added: September 11, 2024 Amendment to Employment Agreement for Peter W.
+Added: Rodino III (incorporated by reference to exhibit 10.2 to the Company’s Current report on Form 8-K (No.
+Added: 001-27072) filed September 12, 2024).
+Added: September 30, 2024 Securities Purchase Agreement (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K (No.
+Added: 001-27072) filed October 1, 2024).
+Added: September 30, 2024 Placement Agency Agreement with Maxim Group LLC (incorporated by reference to exhibit 1.1 to the Company’s Current Report on Form 8-K (No.
+Added: 001-27072) filed October 1, 2024).
+Added: October 1, 2024 Class C Common Stock Purchase Warrant with Armistice Capital Master Fund Ltd (incorporated by reference to exhibit 4.1 to the Company’s Current Report on Form 8-K (No.
+Added: 001-27072) filed October 1, 2024).
+Added: October 1, 2024 Class D Common Stock Purchase Warrant with Armistice Capital Master Fund Ltd (incorporated by reference to exhibit 4.2 to the Company’s Current Report on Form 8-K (No.
+Added: 001-27072) filed October 1, 2024).
+Added: September 19, 2024 Lease extension for Riverton office*
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s Chief Executive Officer.
9 unchanged sentences
Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)
+Added: Filed herewith.
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
4 unchanged sentences
Financial Officer
−Removed: August 14, 2024
+Added: November 14, 2024
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.