United States securities and exchange commission logo
October 19, 2023
Peter W. Rodino III
General Counsel
AIM ImmunoTech Inc.
2117 SW Highway 484
Ocala, FL 34473
Re: AIM ImmunoTech Inc.
PREC14A filed
October 10, 2023
File No. 001-27072
Dear Peter W. Rodino III:
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.
Capitalized terms used
but not defined have the meaning given them in the filing.
PREC14A filed October 10, 2023
Questions and Answers about the Annual Meeting and Voting, page 3
1. References to "against"
votes with respect to Proposal 1 appear to be incorrect. Please
remove such references,
or advise.
2. We note that the
disclosure on page 9 indicates that "[a]bstentions" will have no effect on
the outcome of Proposal
1. We also note that the proxy card includes disclosure indicating
that "IF NO CONTRARY
INSTRUCTION IS GIVEN...," then the shares will be voted
for all of the nominees
listed in Proposal 1. Please disclose clearly how the proxy holders
will treat a proxy card
that includes a vote or votes on Proposals 2 through 4, but makes
no mark with respect to
Proposal 1. The absence of a mark in such circumstances would
appear to represent an
abstention and should therefore not be treated as a vote "FOR
ALL." Please confirm,
or advise.
Peter W. Rodino III
FirstName LastNamePeter W. Rodino III
AIM ImmunoTech Inc.
Comapany
October 19,NameAIM
2023 ImmunoTech Inc.
October
Page 2 19, 2023 Page 2
FirstName LastName
3. We note the following disclosure on page 9: "If you sign and return a
WHITE proxy card
or otherwise vote as directed herein, but do not mark how your shares
are to be voted, the
individuals named as proxies therein will vote your shares in
accordance with the
recommendation of the Board on the four proposals..." (emphasis
added). We do not
understand the meaning of the highlighted phrase. Please revise, or
advise.
4. Please correct the reference to "November 31, 2023" on page 6 and the
reference to "Rule
14a-4I" on page 9.
Background of the Solicitation, page 14
5. We note the following statement on page 14: "His behavior following
his termination was
said to be highly inappropriate and unbecoming of a fiduciary of a
public company,
including issuing an unauthorized filing on behalf of the Company."
Please clarify by
disclosing who said this.
6. Please provide brief disclosure regarding the Company's November 9,
2022 press release.
7. We note the statement at the bottom of page 18 that "[t]he motion
remains pending." We
understand that such motion was denied on September 27, 2023. Please
revise, or advise.
General
8. We refer to paragraph (a) under the section of the Rejection Letter
titled, "Failure to
Disclose Information Required by the Proxy Rules," and note the
following statement:
"This defect is especially consequential not only because it fails to
satisfy the clear
requirement of the Advance Notice Bylaw, but also because, if the
Company were to
determine it is required to use a universal proxy card for the 2023
Annual Meeting, the
Company does not have the consent of Messrs. Chioini, Deutsch and
Kellner to name
them on its universal proxy card because of the deficient nominee
consents included in the
Notice do not give the Company consent to name them in the Company s
proxy
statement." We do not understand how the Company reached this
conclusion, which is
inconsistent with the manner in which Rule 14a-4(d)(1)(i) operates
following its recent
revision. Please advise. Please also confirm, if true, that the
Company will not, on the
basis of such interpretation and in the event that the Delaware
litigation results in a finding
that the Purported Nomination Notice is valid, seek to avoid placing
the Dissident's
Group's nominees on the Company's universal proxy card.
9. Please ensure that, pursuant to Item 7(b) of Schedule 14A, the filing
includes disclosure
fully responsive to Item 407 of Regulation S-K. For example, please
disclose who
recommended Ms. Bryan to the Board (see Item 407(c)(2)(vii) of
Regulation S-K and
Question 133.03 under the staff's Regulation S-K Compliance and
Disclosure
Interpretations), and please disclose any information regarding the
engagement of
compensation consultants (see Item 407(e)(3) of Regulation S-K).
We remind you that the filing persons are responsible for the accuracy
and adequacy of
Peter W. Rodino III
AIM ImmunoTech Inc.
October 19, 2023
Page 3
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to David Plattner at 202-551-8094.
Sincerely,
FirstName LastNamePeter W. Rodino III
Division of
Corporation Finance
Comapany NameAIM ImmunoTech Inc.
Office of Mergers
and Acquisitions
October 19, 2023 Page 3
cc: Shaun J. Mathew, P.C.
FirstName LastName