United States securities and exchange commission logo
September 22, 2022
John J. Harrington
Partner
Baker & Hostetler LLP
Key Tower, 127 Public Square
Suite 200
Cleveland, OH 44114
Re: AIM ImmunoTech Inc.
Preliminary Proxy
Statement filed by Jonathan Jorgl et al.
Filed September 15,
2022
File No. 001-27072
Dear Mr. Harrington:
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.
All defined terms have the same meaning as the preliminary proxy
statement, unless otherwise
indicated.
PREC14A filed September 15, 2022
Cover Page
1. The cover page of
Schedule 14A discloses that the proxy statement is being filed by
Jonathan Thomas Jorgl,
Robert L. Chioini and Michael Rice. Please revise the cover page
above the heading "Name
of Person(s) Filing Proxy Statement, if other than the
Registrant" to indicate
that the solicitation is also being made by the other participants
identified within your
proxy statement, including Michael Xirinachs, Paul Tusa, River
Rock Advisors LLC, and
Looking Glass Capital Consultants Inc.
Letter to AIM Stockholders, page 2
2. Refer to the second
paragraph in the letter to AIM stockholders. The disclosure is
John J. Harrington
FirstName LastNameJohn
Baker & Hostetler LLP J. Harrington
Comapany 22,
September NameBaker
2022 & Hostetler LLP
September
Page 2 22, 2022 Page 2
FirstName LastName
confusing and appears to indicate that Mr. Jorgl is a nominee. In
addition, it does not
make clear that there are other participants in this solicitation
besides Mr. Jorgl, Mr. Rice
and Mr. Chioini. Please revise.
General
3. We note the DFAN14A's filed on July 21, 2022 and August 16, 2022 did
not identify all
of the participants in this solicitation, as required by Rule
14a-12(a)(1). Under Instruction
3(a)(iv) of Item 4 of Schedule 14A the term "participant" includes
"any person who
finances or joins with another to finance the solicitation of proxies,
except persons who
contribute not more than $500 and who are not otherwise participants."
Written
communications furnished before a proxy statement is filed violate
Rule 14a-3(a) unless
made in reliance in Rule 14a-12. See Rule 14a-6(o). Please advise.
4. Please disclose what will happen to proxies granted to you if the
Delaware Chancery
Court rules in the Company's favor and determines that your
nominations are invalid.
Your revised disclosure should address the impact on votes for your
own nominees, as
well as votes for the Company's nominees made on your proxy card.
5. Fill in the blanks throughout the proxy statement and revise to
reflect the fact that the
Company has now filed a definitive proxy statement. Information that
is subject to
change may be bracketed.
6. Where you reference the Company's nominees included on your proxy
card, include
disclosure that information about those nominees may be located, free
of charge, on the
Commission's website. See Item 7(f) of Schedule 14A.
7. All statement of belief or opinion must be clearly characterized as
such and should not be
presented as facts. Please revise the proxy statement generally to
make clear when you
are expressing an opinion. See for example, multiple statements in the
Background
section, including the following:
- "And, Mr. Jorgl's 13-page notice included all of the required
information under the
Bylaws, without omission.
- "The allegations in the Florida Section 13(d) Action are entirely
without merit as it
relates to the members of the ASFV Committee."
- "On July 21, 2022, the ASFV Committee issued a press release to
clear the record that
the nominations were valid and demonstrate that the Board's actions
were desperate
attempts to stifle basic stockholder rights and to entrench the
incumbent directors."
8. Where you reference declines in the Company's stock price, please
include relevant dates.
See for example, the disclosure in first paragraph of the Reasons for
the Solicitation
section.
9. Where you make factual assertions such as regarding the Company's
performance and
John J. Harrington
Baker & Hostetler LLP
September 22, 2022
Page 3
results of prior shareholder votes, revise to include by footnote the
source of such
information.
10. Prominently disclose what will happen if a proxy is voted for less
than three directors.
See Rule 14a-19(e)(7).
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 Michael Killoy at 202-551-7576 or
Christina Chalk at 202-
551-3263.
FirstName LastNameJohn J. Harrington Sincerely,
Comapany NameBaker & Hostetler LLP
Division of
Corporation Finance
September 22, 2022 Page 3 Office of
Mergers & Acquisitions
FirstName LastName