SEC Comment Letter 0000000000-24-012007 to AIM ImmunoTech Inc. (AIM)
AIM ImmunoTech Inc.
Date: Oct. 28, 2024 · CIK: 0000946644 · Accession: 0000000000-24-012007
AI Filing Summary & Sentiment
Reasoning
Letter
October 28, 2024 Thomas Equels Chief Executive Officer and President AIM ImmunoTech Inc. 2117 SW Highway 484 Ocala, Florida 34473 Re:AIM ImmunoTech Inc. PREC14A filed October 15, 2024 File No. 1-27072 Dear Thomas Equels: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. PREC14A filed October 15, 2024 General 1.Please revise to provide the information called for by Item 407(i) of Regulation S-K. See Item 7(b) of Schedule 14A. 2.Please revise to provide the information called for by Item 408(b) of Regulation S-K. See Item 7(b) of Schedule 14A. Other Matters, page 18 3.We note the following disclosure: "On June 18, 2024, appealed [sic] the District Court’s orders of dismissal and denial of the Company’s motion for reconsideration (AIM ImmunoTech, Inc. v. Tudor, et al., Case No. 0:2023prici13576 (11th Cir. 2023))." Docket number 180 for the district court proceeding, however, reflects that the Company's Notice of Appeal was filed on June 28, 2024. Please revise, or advise. See comment above. We also note that, page 9 of the Dissident Group's preliminary proxy statement, filed on October 18, 2024, includes the following disclosure: "On 4.
October 28, 2024 Page 2 June 28, 2024, AIM appealed the Florida federal court’s orders of dismissal of the Florida Section 13(d) Action, denial of AIM’s motion for reconsideration and sanctions. This appeal is pending. A mediation is scheduled for November 5, 2024." Please revise your disclosure to provide additional information regarding the pending appeal and the upcoming mediation, including how either could affect the upcoming proxy contest, if at all. Proposal 1. Election of Directors, page 20 5.Where you reference the availability of information about the Dissident Group nominees on page 5, include the Commission Website address where such information may be found. See Item 7(f) of Schedule 14A. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Eddie Kim at 202-679-6943 or Christina Chalk at 202- 551-3263. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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October 28, 2024
Thomas Equels
Chief Executive Officer and President
AIM ImmunoTech Inc.
2117 SW Highway 484
Ocala, Florida 34473
Re:AIM ImmunoTech Inc.
PREC14A filed October 15, 2024
File No. 1-27072
Dear Thomas Equels:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
PREC14A filed October 15, 2024
General
1.Please revise to provide the information called for by Item 407(i) of Regulation S-K.
See Item 7(b) of Schedule 14A.
2.Please revise to provide the information called for by Item 408(b) of Regulation S-K.
See Item 7(b) of Schedule 14A.
Other Matters, page 18
3.We note the following disclosure: "On June 18, 2024, appealed [sic] the District
Court’s orders of dismissal and denial of the Company’s motion for reconsideration
(AIM ImmunoTech, Inc. v. Tudor, et al., Case No. 0:2023prici13576 (11th Cir.
2023))." Docket number 180 for the district court proceeding, however, reflects that
the Company's Notice of Appeal was filed on June 28, 2024. Please revise, or advise.
See comment above. We also note that, page 9 of the Dissident Group's preliminary
proxy statement, filed on October 18, 2024, includes the following disclosure: "On 4.
October 28, 2024
Page 2
June 28, 2024, AIM appealed the Florida federal court’s orders of dismissal of the
Florida Section 13(d) Action, denial of AIM’s motion for reconsideration and
sanctions. This appeal is pending. A mediation is scheduled for November 5,
2024." Please revise your disclosure to provide additional information regarding the
pending appeal and the upcoming mediation, including how either could affect the
upcoming proxy contest, if at all.
Proposal 1. Election of Directors, page 20
5.Where you reference the availability of information about the Dissident Group
nominees on page 5, include the Commission Website address where such
information may be found. See Item 7(f) of Schedule 14A.
We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
Please direct any questions to Eddie Kim at 202-679-6943 or Christina Chalk at 202-
551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions