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Subsequent Events | 9 Months Ended
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Sep. 30, 2023
Subsequent Events [Abstract] |
Subsequent Events | Note 14: Subsequent Events In the Company’s lawsuit against BioLife Plasma Services, LP, the trial court issued a ruling in March 2023 on cross Motions for Summary Judgment in which it denied all of the Company’s motions and granted defendant’s Motion to exclude evidence of future loss of profit damages. The ruling specified that AIM had properly pled and the Court was specifically allowing AIM’s damages theory to proceed on reliance damages. The Company sought reconsideration of the ruling based on its internal inconsistency with the contemporaneously issued Order which allowed only the counterclaims to proceed. In July, the Company sought appellate review of the inconsistent lower Court pretrial rulings. On September 8, 2023, the Court issued an Order in response to the Motion for Reconsideration. The Court granted the Motion, vacated its prior Order on summary judgment, and issued a new Order and Opinion. The new Order and Opinion again denied the motion for summary judgment in total, and granted the motion for summary judgment of defendants. The effect of the Order was to once again allow only the defendant’s counterclaim to proceed. On October 6, 2023, the Company sought a certification of the Court to allow immediate appeal. The Court has not ruled on the Motion. On August 8, 2023, the Company filed a motion to reconsider its lawsuit against Robert Chioini, Todd Deutsch, Jonathan Jorgl, Ted D. Kellner, Walter Lautz, Michael Rice and Franz Tudor in the Federal District Court for the Middle District of Florida (the “Federal Securities Action”). The court had dismissed the Federal Securities Action on July 10, 2023 on mootness grounds because the 2022 Annual Meeting, including the election of directors, had already occurred. The Company filed a motion for the district court to reconsider the dismissal of the Federal Securities Action. The district court denied its motion to reconsider on September 27, 2023. Separately, Mr. Lautz moved for reconsideration of the district court’s order pursuant to the Private Securities Litigation Reform Act of 1995 on August 7, 2023, and Mr. Jorgl moved for attorneys’ fees under Rule 11 on September 12, 2023. On October 10, 2023, the district court granted-in-part Mr. Lautz’s motion, postponed ruling on Mr. Jorgl’s motion and scheduled a hearing on November 2, 2023. However, after the Company filed a notice of appeal on October 27, 2023, the district court canceled the November 2, 2023 hearing and ordered the parties to meet and confer on preparing a joint statement addressing whether (1) the district court retained subject matter jurisdiction over Messrs. Lautz and Jorgl’s motions and (2) judicial economy counsels in favor of postponing a ruling on Messrs. Lautz and Jorgl’s motions pending our appeal. On August 25, 2023, Ted D. Kellner filed suit against the Company and the members of its Board in the Delaware Court of Chancery (the “2023 Delaware Litigation”). The complaint challenged (1) the Company’s adoption of amendments to the advance notice provision of its bylaws; and (2) the decision of the Board to reject Kellner’s notice of intent to nominate himself and two other candidates for election to the Board at the Company’s 2023 annual meeting of stockholders on the basis that the nomination notice failed to comply with the Company’s amended bylaws. The complaint seeks, among other things, a declaration that (1) the amendments to the Company’s bylaws were unlawful; and/or (2) the Board’s application of the amended bylaws to reject Kellner’s nomination notice was unlawful or inequitable. On September 11, 2023, the Company and the members of the Board filed an answer responding to Kellner’s complaint and filed a counterclaim. The counterclaim seeks a declaration that (1) the Company’s bylaw amendments are lawful and valid; and (2) Kellner’s nomination notice did not comply with the Company’s bylaws. Upon completion of expedited discovery and briefing, the Delaware Court of Chancery held trial from October 30, 2023 to November 1, 2023. Post-trial briefs from both parties are due on November 16, 2023, and post-trial argument is scheduled for November 21, 2023. An opinion is expected before the Company’s 2023 annual meeting of stockholders, scheduled to convene on December 1, 2023. Although Kellner is not presently seeking monetary relief of legal fees from the Company in the 2023 Delaware Litigation, if elected, his slate of purported director nominees intends to seek to reimburse Kellner and related parties’ legal fees and expenses incurred during their 2022 and 2023 proxy contests. On July 20, 2023, the Company and the Board, as the defendants, filed a motion to shift all litigation fees they incurred in connection with the Jorgl v. AIM Immunotech, Inc. et al. action to Jorgl on the basis that he brought the litigation in bad faith (the “AIM Fee Motion”). Also on July 20, 2023, Jorgl filed a motion to shift certain legal fees to the defendants that he incurred in connection with contesting a subpoena defendants served on the legal counsel that advised Jorgl in his nomination efforts, Baker & Hostetler LLP (the “Jorgl Fee Motion”). The Delaware Court of Chancery recently ruled on certain discovery motions pertaining to the AIM Fee Motion, and the parties will be negotiating a briefing schedule to complete briefing on the AIM Fee Motion and the Jorgl Fee Motion. On October 16, 2023, AIM entered into an agreement with Azenova, LLC (“Azenova”), a professional business development (BD) consulting firm, to assist AIM with its BD efforts with the goal of entering into a partnership, out-license or other transaction whereby a biopharmaceutical company takes on the further development and commercialization of Ampligen with the goal of maximizing value to AIM. On October 26, 2023, by unanimous consent, the Board approved the latest Employee Stock Purchase Plan pursuant to which all directors, officers, and employees could purchase from the Company up to an aggregate of $500,000 worth of shares at the market price.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483399/855-10-50-2 + Details
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