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Item 7.01. Regulation FD Disclosure.
On August 3, 2023, Ted D. Kellner submitted to AIM ImmunoTech Inc. (the “Company”) a purported notice (the “Notice”), dated August 4, 2023, seeking to nominate three candidates to stand for election to the Company’s Board of Directors (the “Board”) at the Company’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”). The Board has reviewed the Notice and determined that it fails to comply with applicable requirements for making director nominations that are set forth in the Company’s bylaws. On August 23, 2023, the Company’s outside legal counsel sent a letter (the “Letter”) to Mr. Kellner’s outside counsel on behalf of the Company stating that the Notice does not constitute a valid notice of director nominations for the 2023 Annual Meeting, and as the deadline for providing a timely and proper notice of nominations at the 2023 Annual Meeting has passed, any nominations that purport to be made pursuant to the Notice will be disregarded. A copy of the Letter is furnished as Exhibit 99.1 to this Report.
On August 23, 2023, the Company issued a press release announcing that the Notice is invalid. A copy of the press release is furnished as Exhibit 99.2 to this Report.
The information contained in Item 7.01 to this Report and Exhibits 99.1 and 99.2 attached hereto is “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if and to the extent such subsequent filing specifically references the information herein as being incorporated by reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Letter, dated August 23, 2023 | |
| 99.2 | Press Release, dated August 23, 2023 | |
| 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. | ||
| August 23, 2023 | By: | /s/ Thomas K. Equels |
| Thomas K. Equels, CEO | ||