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Subsequent Events
6 Months Ended
Jun. 30, 2022
Subsequent Events [Abstract]  
Subsequent Events

Note 15: Subsequent Events

 

AIM received a notice of nominations, dated July 8, 2022 (the “Purported Nomination Notice”), from Jonathan Thomas Jorgl, purporting to give notice of his intent, as a holder of 1,000 shares of AIM common stock, to nominate two director candidates for election to AIM’s board of directors (the “Board”) at AIM’s 2022 annual meeting of stockholders (the “Annual Meeting”). As the Board currently comprises three members, Mr. Jorgl is seeking to change control of the Board. On July 14, 2022, the Board unanimously determined that the Purported Nomination Notice was defective for noncompliance with the advance notice provisions of AIM’s Amended and Restated Bylaws (the “Bylaws”) and should be rejected and disregarded. The Board also determined that AIM should institute legal action against Mr. Jorgl and those believed to be acting in concert with him as an activist group to prevent further harm to the Company.

 

On July 15, 2022, the Company filed a lawsuit in the United States District Court for the Middle District of Florida, Ocala Division, against Mr. Jorgl and six other defendants (his nominees Robert Chioini and Michael Rice as well as Franz Tudor, Todd Deutsch, Ted Kellner and Walter Lautz), seeking to enjoin the seven defendants from committing any further violations of various federal securities laws. AIM’s lawsuit alleges that these seven individuals have failed to register as a group pursuant to U.S. securities laws and have committed other unlawful actions in the context of their attempt to effectuate a takeover of the Board. On July 19, 2022, AIM notified Mr. Jorgl that the Board had determined the Purported Nomination Notice was invalid and failed to satisfy the Bylaws and that any purported nominations thereunder would be disregarded at the Annual Meeting.

 

On July 29, 2022, Mr. Jorgl sued AIM and each of its three directors in the Court of Chancery of the State of Delaware, seeking a declaratory judgement that the Purported Nomination Notice was valid and that AIM must include Mr. Jorgl’s two purported nominees in AIM’s proxy materials to be distributed in connection with the Annual Meeting. In his lawsuit, Mr. Jorgl also seeks certain injunctive relief against AIM. On August 12, 2022, a hearing was held in the Court of Chancery concerning a motion for a temporary restraining order (“TRO”) sought by Mr. Jorgl. Absent a stipulation of the parties resolving certain issues, the Vice Chancellor expects to rule on the motion for a TRO on Monday, August 15, 2022.