Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report July 12, 2024

 

AIM IMMUNOTECH INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-27072		52-0845822
(state or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

2117 SW Highway 484, Ocala FL		34473
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

AIM Immunotech Inc.

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.001 per share		AIM		NYSE American

 

 

 

 

 

Item 8.01. Other Events

 

On July 12, 2024, the Delaware Supreme Court issued an opinion affirming in part and reversing in part the Delaware Court of Chancery’s post-trial decision in a lawsuit brought by a stockholder, Ted. D. Kellner, against the Company and the members of its Board of Directors. Kellner v. AIM Immunotech Inc., et al., No. 3, 2024 (Del. Jul. 11, 2024). Mr. Kellner’s lawsuit challenged the adoption of certain amendments to the Company’s advance notice bylaws and the decision of the Company’s Board of Directors to reject Mr. Kellner’s notice of intent to nominate himself and two other candidates for election to the Company’s Board of Directors at the Company’s 2023 annual meeting of stockholders. In its post-trial opinion, the Delaware Court of Chancery concluded that the Board of Directors had validly rejected Kellner’s nomination notice but that four bylaw provisions were invalid. On appeal, the Delaware Supreme Court concluded, among other things, that one of the bylaws Mr. Kellner challenged was facially invalid and that the other bylaws he challenged were unenforceable, but that no further action was warranted because the Delaware Court of Chancery found that Mr. Kellner’s and his nominees’ conduct was deceptive. Accordingly, the results of the Company’s 2023 Annual Meeting of Stockholders with respect to the election of directors, as reported in the Current Report on Form 8-K filed on January 10, 2024, remain unchanged. The Company is reviewing the opinion and plans to amend its bylaws to comport with the rulings in the opinion.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are filed herewith:

 

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	AIM ImmunoTech Inc.
Date: July 15, 2024	By	/s/ Thomas K. Equels
		Thomas K. Equels, CEO

 

Cover	Jul. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 12, 2024
Entity File Number	001-27072
Entity Registrant Name	AIM IMMUNOTECH INC.
Entity Central Index Key	0000946644
Entity Tax Identification Number	52-0845822
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2117 SW Highway 484
Entity Address, City or Town	Ocala
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34473
City Area Code	(352)
Local Phone Number	448-7797
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	AIM
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false

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