SecProbe.io

CORRESP
1
filename1.htm

Patrick
Gadson pgadson@velaw.com

Tel
+1.212.237.0198

October 30, 2024

VIA
EMAIL AND EDGAR

Christina
Chalk

Associate
Chief

Eddie
Kim

Special
Counsel

Office
of Mergers and Acquisitions

Division
of Corporation Finance

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549-3561

    Re:
    AIM
    IMMUNOTECH INC.

    PREC14A
    filed October 15, 2024

    File
    No. 001-27072

Dear
Ms. Chalk and Mr. Kim:

Set
forth below are the responses on behalf of AIM ImmunoTech Inc. (the “Company”) to comments received from the
staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) with respect to the Company’s preliminary proxy statement, File No. 001-27072, filed with
the Commission on October 15, 2024 (the “Preliminary Proxy Statement”). Substantially concurrently with the
submission of this letter, the Company is filing an Amendment No. 1 to its Preliminary Proxy Statement (“Amendment No. 1”).

For
your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized
text. Unless otherwise specified, all references to page numbers and captions correspond to the Preliminary Proxy Statement, and
all capitalized terms used but not defined herein have the same meaning as in the Preliminary Proxy Statement.

    Vinson
                           & Elkins LLP Attorneys at Law

    Austin
    Dallas Dubai Dublin Houston London Los Angeles New York

    Richmond
    San Francisco Tokyo Washington

    The
                                            Grace Building, 1114 Avenue of the Americas, 32nd Floor

                                                                     New York, NY 10036-7708

    Tel
    +1.212.237.0000 Fax +1.212.237.0100 velaw.com

  U.S. Securities
  and Exchange Commission October 30, 2024 Page 2

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.

RESPONSE:
We acknowledge the Staff’s comment and respectfully advise the Staff that the Company has amended the Preliminary Proxy Statement
to include such information. On page 12 of Amendment No. 1, we will include disclosure substantially similar to the below (bold underlined
text representing an addition):

“We
do not have a policy that prohibits employees (including officers) and directors or any of their designees, from purchasing financial
instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions,
that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities granted
to the employee or director by the Company as part of the compensation of the employee or director or otherwise held, directly or indirectly,
by the employee or director.”

    2.
    Please
    revise to provide the information called for by Item 408(b) of Regulation S-K. See Item 7(b) of Schedule 14A.

RESPONSE:
We acknowledge the Staff’s comment and respectfully advise the Staff that the Company has amended the Preliminary Proxy Statement
to include such information. On page 12 of Amendment No. 1, we will include disclosure substantially similar to the below (bold underlined
text representing an addition):

“Our
Code of Ethics and Business Conduct for Officers, Directors, Employees, Agents and Consultants contains policies and procedures governing
the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees that are reasonably
designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.”

  U.S. Securities
  and Exchange Commission October 30, 2024 Page 3

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.

RESPONSE:
We acknowledge the Staff’s comment and respectfully advise the Staff that the Company has amended the Preliminary Proxy Statement
to revise such disclosure. On page 18 of Amendment No. 1, we will include disclosure substantially similar to the below (bold
underlined text representing an addition):

“We
appealed 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)).”

    4.
    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 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.

RESPONSE:
We acknowledge the Staff’s comment and respectfully advise the Staff that the Company has amended the Preliminary Proxy Statement
to add such disclosure. On page 18 of Amendment No. 1, we will include disclosure substantially similar to the below (bold underlined
text representing an addition):

“We
appealed 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)). The Company filed a motion to stay enforcement of the judgment
pending the 11th Circuit Appeal, which the District Court granted on June 21, 2024. The Company filed an appellate brief on September
4, 2024. This appeal is pending. A mediation has been scheduled for November 5, 2024. It is unknown whether the mediation or appeal
would have any impact on the contested proxy solicitation.”

General

    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.

RESPONSE:
We acknowledge the Staff’s comment and respectfully advise the Staff that the Company has amended the Preliminary Proxy Statement
to add such disclosure. On page 5 of Amendment No. 1, we will include disclosure substantially similar to the below (bold underlined
text representing an addition):

“Stockholders
should refer to the Dissident Group’s proxy statement for the names, backgrounds, qualifications and other information concerning
the Dissident Group’s nominees. You may access the Dissident Group’s proxy statement, and any other relevant documents, without
cost on the SEC’s website at www.sec.gov.”

*          *          *          *          *

  U.S. Securities
  and Exchange Commission October 30, 2024 Page 4

Please
contact me directly at (212) 237-0198 with any questions that you have with respect to the foregoing or if any additional supplemental
information is required by the Staff.

    Very
    truly yours,

    /s/
    C. Patrick Gadson

    C.
    Patrick Gadson

    cc:
    Lawrence
    S. Elbaum, Vinson & Elkins L.L.P.

    Richard
    Feiner, Silverman Shin & Schneider PLLC