What changed in this filing

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Item 3. Legal Proceedings

2025-03-27 compared with 2024-04-01 · 100 added, 149 removed, 11 unchanged (96% of the section changed)

Legal Proceedings.

are, and from time to time may become, subject to litigation and various legal proceedings that involve claims for substantial amounts

of money or for other relief or that might necessitate changes to our business or operations.

Please see Note 16 “Contingencies”

to the consolidated financial statements included in Part II, “Item 8.

Financial Statements and Supplementary Data” of this

Annual Report.

litigation is inherently unpredictable, assessing contingencies related to litigation is a complex process involving highly subjective

judgment about potential outcomes of future events.

When evaluating litigation contingencies, we may be unable to provide a meaningful

estimate due to a number of factors, including the procedural status of the matter in question, the availability of appellate remedies,

insurance coverage related to the claim or claims in question, the presence of complex or novel legal theories, and the ongoing discovery

and development of information important to the matter.

In addition, damage amounts claimed in litigation against us may be unsupported,

exaggerated, or unrelated to possible outcomes, and as such are not meaningful indicators of our potential liability or financial exposure.

Accordingly, we review the adequacy of accruals and disclosures each quarter in consultation with legal counsel, and we assess the probability

and range of possible losses associated with contingencies for potential accrual in the consolidated financial statements.

However, the ultimate resolution of litigated claims may differ from our current estimates.

In the normal course of business, there are various claims in process,

matters in litigation, and other contingencies, certain of which are covered by insurance policies.

While it is not possible to predict

the outcome of these suits, legal proceedings, and claims with certainty, management is of the opinion that adequate provision for potential

losses associated with these matters has been made in the financial statements and that the ultimate resolution of any one of these matters

will not have a material adverse effect on our financial position and results of operations.

A significant increase in the number of these

claims, or one or more successful claims resulting in greater liabilities than the we currently anticipate, could materially and adversely

affect our business, financial condition, results of operations, and cash flows.

Biopharma, Inc (n/ka) AIM Immunotech vs BioLife Plasma Services,

No 1711391858 ( Phila CCP)

commenced an action in the Philadelphia Court of Common Pleas in 2017 against Biolife Plasma Services, LP related to the defendants’

breach of a contract requiring the defendant to supply certain blood related products used by and necessary to us in the manufacture

of our products, including the loss profits associated with the defendants’ breaches.

The Defendant asserted defenses, including a counterclaim

asserting our failure to have paid invoices billed for the product in the amount of $96,676 following the Defendant’s notification that

it would not be fulfilling the terms of the contract.

trial court issued a ruling in March 2023 on cross Motions for Summary Judgment in which it denied all of our motions and granted defendant’s

Motion to exclude evidence of future loss of profit damages.

The ruling specified that we had properly pled, and the Court was specifically

allowing our damages theory to proceed on reliance damages.

We sought reconsideration of the ruling based on its internal inconsistency

with the contemporaneously issued Order which allowed only the counterclaims to proceed.

In July 2023, we sought appellate review of

the inconsistent lower Court pretrial rulings.

In September 2023, the Court issued an Order in response to our Motion for Reconsideration

granting the Motion, vacating its prior Order on summary judgment, and issued a new Order and Opinion.

new Order and Opinion again denied our motion for summary judgment, and granted defendants’ motion for summary judgment.

of the Order was to again allow only the defendant’s counterclaim to proceed.

The Order mooted the pending appellate review.

6, 2023, we petitioned the Superior (appellate) Court to allow immediate appeal.

The Superior Court has not ruled on the Petition.

parties have twice mediated the matter with no resolution achieved.

No estimate can be made of when the trial court and appellate court

will address the pending matters.

No estimate of the outcome can be made at this time pending determination of the Petition and the underlying

issues presented in the appeal.

ImmunoTech, Inc.

Tudor., Case No.

2021-CA-393 (Marion County, FL)

August 13, 2021, the Marion County Circuit Court entered an Agreed Order Granting Joint Motion for Entry of Stipulated Injunction (“Injunction”),

which precluded Tudor from contacting any of our business relations.

We are currently pursuing enforcement of the Injunction against

Tudor, who recently violated the Injunction.

We are not seeking damages against Tudor.

We intend on filing a motion to enforce the Injunction

and will seek to recover its attorney’s fees and costs, along with any other sanction necessary to preclude Tudor from violating

the injunction again.

AIM ImmunoTech, Inc.

2022-0669-LWW (Del.

On July 29, 2022, Jonathan Jorgl (“Jorgl”) filed a complaint

against us and the then-members of our Board of Directors in the Delaware Court of Chancery (the “Jorgl Action”).

July 29, 2022, Jonathan Jorgl (“Jorgl”) filed a complaint against the Company and the then-members of its Board of Directors,

Thomas Equels, William Mitchell, and Stewart Appelrouth, in the Delaware Court of Chancery (the “Jorgl Action”).

The complaint

challenged the decision of our Board of Directors to reject Jorgl’s notice of intent to nominate two candidates for election to

the our Board of Directors on the basis that the notice failed to comply with our bylaws.

The Complaint sought a declaration that Jorgl’s

nomination was valid and effective and complied with our bylaws and that the we must list Jorgl’s candidates in our proxy materials,

as well as a temporary restraining order, preliminary injunction, and permanent injunction enjoining defendants from taking any action

to prevent Jorgl from exercising his alleged nomination rights and from making any statements that disparage Jorgl’s candidates

prior to or during our annual meeting of stockholders.

August 15, 2022, the Court denied Jorgl’s motion for temporary restraining order, granted the motion to expedite, and scheduled

a hearing on Jorgl’s preliminary injunction motion.

After expedited discovery and briefing, the Court issued an opinion on October

28, 2022, denying Jorgl’s motion for preliminary injunction.

On November 1, 2022, Jorgl and the other participants in his nomination

efforts and attempted proxy contest announced in a press release that they did not plan to proceed to trial or seek an appeal of the

Court’s ruling denying the motion for preliminary injunction and that the proxies they solicited would not be voted at our annual

meeting of stockholders.

We held our annual meeting of stockholders on November 3, 2022, and the stockholders re-elected Thomas Equels,

William Mitchell, and Stewart Appelrouth as directors.

April 20, 2023, Jorgl filed a motion to dismiss the Jorgl Action.

On June 20, 2023, the Court entered an order dismissing the Jorgl Action

and retaining jurisdiction to adjudicate any related fee disputes.

challenged the decision of the Company’s Board of Directors to reject Jorgl’s notice of intent to nominate two candidates

for election to the Company’s Board of Directors on the basis that the notice failed to comply with the Company’s bylaws.

The Complaint sought a declaration that Jorgl’s nomination was valid and effective and complied with the bylaws and that the Company

must list Jorgl’s candidates in its proxy materials, as well as a temporary restraining order, preliminary injunction, and permanent

injunction enjoining defendants from taking any action to prevent Jorgl from exercising his alleged nomination rights and from making

any statements that disparage Jorgl’s candidates prior to or during the Company’s annual meeting of stockholders.

Anderson was counsel to all the defendants in the Jorgl Action.

On August 15, 2022, the Court denied Jorgl’s motion for temporary

restraining order, granted the motion to expedite, and scheduled a hearing on Jorgl’s preliminary injunction motion.

After expedited

discovery and briefing, the Court issued an opinion on October 28, 2022, denying Jorgl’s motion for preliminary injunction.

November 1, 2022, Jorgl and the other participants in his nomination efforts and attempted proxy contest announced in a press release

that they did not plan to proceed to trial or seek an appeal of the Court’s ruling denying the motion for preliminary injunction

and that the proxies they solicited would not be voted at the Company’s annual meeting of stockholders.

AIM held its annual meeting

of stockholders on November 3, 2022, and the stockholders re-elected Thomas Equels, William Mitchell, and Stewart Appelrouth as directors.

On April 20, 2023, Jorgl filed a motion to dismiss the Jorgl Action.

On June 20, 2023, the Court entered an order dismissing the Jorgl

Action and retaining jurisdiction to adjudicate any related fee disputes.

July 20, 2023, defendants filed a motion to shift all litigation fees they incurred in connection with the Jorgl Action to Jorgl on the

4 unchanged sentences

The Delaware Court of Chancery

ruled on certain discovery motions in October 2023 pertaining to the AIM Fee Motion, and on March 25, 2024, ordered the parties to provide

a joint status report regarding the AIM Fee Motion and the Jorgl Fee Motion within 30 days.

We anticipate that the parties will negotiate

a schedule to complete briefing on the motions.

ImmunoTech, Inc.

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

Florida 2022)

On July 15, 2022, we filed suit against Franz Tudor, Todd Deutsch, Ted

Kellner, Jonathan Jorgl, Walter Lautz, Robert Chioini, and Michael Rice (collectively, the “Tudor Group”) for injunctive relief

arising from the Tudor Group’s alleged violations of the Securities Exchange Act for failing to register as a group and provide

required disclosures.

On July 8, 2022, Jorgl served a notice of intent to nominate two director candidates from the Tudor Group for election

at our 2022 annual meeting.

We rejected the notice because we believed the notice did not comply with the bylaws, federal law, or Delaware

We allege the notice is missing critical information required by the bylaws and made material misrepresentations and omissions.

believe the Tudor Group was acting in concert to appoint the nominees and sued these individuals to enjoin them from violating our bylaws

and federal law.

On July 10, 2023, the court dismissed the complaint.

We filed a motion for reconsideration, which the trial court denied.

We filed an appeal of the dismissal, which is pending and referenced below.

The defendants have filed motions for sanctions seeking to

recover their legal costs from the inception of the case, which total hundreds of thousands of dollars, according to the defendants, and

additional sums, also not quantified, to act as a deterrent.

On December 19, 2023, the court heard oral argument on the motions.

submitted post-hearing briefs, and the matter is pending before the Court.

ruled on certain discovery motions in October 2023 pertaining to the AIM Fee Motion.

Subsequently, at the parties’ request, the

Court directed the parties to file a joint status report within 21 days of the Delaware Supreme Court issuing a decision in the Kellner

action (described below).

On August 2, 2024, after the parties submitted the joint status report, the Court entered a stipulated

scheduling order for the remaining briefing on the fee motions, which briefing was completed on September 24, 2024.

On February 3, 2025,

the Court entered a letter ruling denying the AIM Fee Motion and the Jorgl Fee Motion.

The case is now concluded.

ImmunoTech, Inc.

Tudor, et al., Case No.

0:2023prici13576 (11th Cir.

filed a notice of appeal of the order of dismissal and the order denying its motion for reconsideration that were entered in AIM ImmunoTech,

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

2022) (above).

The appellate deadlines are stayed until the lower court rules on

the pending motions.

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

5:2022cv00323.

April 22, 2024, the District Court issued an order granting-in-part Lautz and Jorgl’s Rule 59(e) and Rule 11 motions, respectively.

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 judgment spending 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.

After mediation, Appellees filed answer briefs and Jorgl and Lautz filed motions for

sanctions seeking reimbursement of appellants Attorney’s fees.

The appeal and Appellees ‘motions are fully briefed.

The appellate

court has not yet issued a ruling.

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

The Carlyle Appellate Law firm has since filed

a notice of appearance 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.

2023-0879-LWW (Del.

August 25, 2023, Ted D.

Kellner (“Kellner”) filed a complaint against us and the four current members of our Board of Directors

in the Delaware Court of Chancery (the “Kellner Action”).

The complaint challenged (1) our adoption of amendments to the

advance notice provision of our bylaws;

and (2) the decision of our Board of Directors to reject Kellner’s notice of intent to

nominate himself and two other candidates’ election to our Board of Directors at our 2023 annual meeting of stockholders on the

basis that the nomination notice failed to comply with our amended bylaws.

The complaint seeks, among other things, a declaration that

(1) the amendments to our Bylaws were unlawful;

and/or (2) the Board’s application of the amended bylaws to reject Kellner’s

nomination notice was unlawful or inequitable.

On September 11, 2023, defendants in the Kellner Action filed an answer responding to

Kellner’s complaint and we filed a counterclaim.

Our counterclaim seeks a declaration that (1) our bylaw amendments are lawful

and (2) Kellner’s nomination notice did not comply with our bylaws.

completion of expedited discovery and briefing, the Court held trial in the Kellner Action from October 30, 2023, to November 1, 2023.

Court of Chancery issued an opinion on December 28, 2023, that declared (1) the Board’s rejection of Kellner’s nomination

notice was lawful and equitable, (2) certain of our bylaw amendments were valid, and (3) certain of the our bylaw amendments were invalid.

Kellner has appealed the court’s ruling concerning the Board’s rejection of his nomination notice, and the bylaw amendments

the court ruled were valid.

The Defendants have appealed the court’s ruling as to the bylaw amendments the court ruled were invalid.

The parties agreed to, and the Delaware Supreme Court ordered, expedited briefing, which is now complete.

Oral argument is scheduled

for April 10, 2024.

Kellner is not presently seeking monetary relief from us in the Kellner Action, he has reserved the right to seek reimbursement of certain

legal fees and expenses from us if the Delaware Supreme Court upholds the invalidation of certain bylaws.

Mine Safety Disclosures.

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

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.

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.

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 issued a briefing schedule that required that

our opening brief is due on January 21, 2025 and Appellee’s response is due 30 days thereafter.

We filed our Answer.

Appellee requested

and was granted a 30 day extension.

The Appellee sought and was granted an extension to file its Appellee’s Brief until March 24,

On March 24, 2025, Appellee filed its brief.

Now our Reply Brief is due two weeks thereafter.

Although we requested oral argument,

the Superior Court has not yet indicated whether oral argument would be granted or issued an argument schedule on the matters to be considered

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.

judgement can be made at this time of the likelihood of the Company prevailing on its claims.

Safety Disclosures.

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-K

Item 3. Legal Proceedings