AIM AIM ImmunoTech Inc

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement, including under “Executive Compensation.” References to “2021,” “2020,” “2019” and the like refer to the fiscal year ending, or ended, on December 31 of that year. As this summary does not contain all of the information that you should consider, we encourage you to carefully read the entire Proxy Statement for more information before voting.

Your vote will be especially important this year. You may also receive solicitation materials from Jonathan Jorgl (together, with the other participants in Mr. Jorgl’s solicitation, the “Dissident Group”). The Company is not responsible for the accuracy of any information provided by the Dissident Group in solicitation materials filed or disseminated by or on behalf of the Dissident Group or any other statements that the Dissident Group may make.

As you may be aware, the Dissident Group submitted documents to the Company purporting to provide notice (the “Purported Nomination Notice”) of Mr. Jorgl’s intent to nominate directors candidates for election to the Board at the Annual Meeting. The Company has informed the Dissident Group that the Purported Nomination Notice is invalid due to its failure to comply with the Company’s Restated and Amended Bylaws (the “Bylaws”). Mr. Jorgl has sued the Company and its directors in the Court of Chancery of the State of Delaware (the “Delaware Chancery Court”), seeking, among other remedies, declaratory judgment that the Purported Nomination Notice was valid. The case is pending, and the Delaware Chancery Court has scheduled a hearing on Mr. Jorgl’s motion for a preliminary injunction for October 5, 2022.

Unless the result of the litigation is that the Purported Nomination Notice is valid, any director nominations made by Mr. Jorgl will be disregarded, and no proxies or votes in favor of his purported nominees will be recognized or tabulated at the Annual Meeting. As Mr. Jorgl’s nominations will not be recognized as valid nominations under Delaware law unless otherwise so determined by a Delaware court, the WHITE proxy card accompanying this Proxy Statement does not include the names of Mr. Jorgl’s purported nominees on a “universal proxy card.” However, if the result of the litigation is that the Purported Nomination Notice is valid, then the Company will amend this Proxy Statement and the accompanying WHITE proxy card to reflect those developments and to include the names of the purported dissident nominees on a universal proxy card and mail the revised proxy statement and WHITE universal proxy card to stockholders. In addition, in this scenario, no proxies or votes received on the Company’s previously circulated proxy card will be recognized or tabulated at the Annual Meeting. Accordingly, if you vote on the Company’s WHITE proxy card accompanying this Proxy Statement and the result of the litigation is that the Purported Nomination Notice is valid, your votes will not be recognized or tabulated, and you will have to vote again for your vote to be counted.

OUR BOARD DOES NOT ENDORSE ANY OF MR. JORGL’S PURPORTED NOMINEES AND URGES YOU TO DISREGARD ANY MATERIALS SENT TO YOU BY OR ON BEHALF OF THE DISSIDENT GROUP AND NOT TO SIGN, RETURN OR VOTE ANY PROXY CARD SENT TO YOU BY OR ON BEHALF OF THE DISSIDENT GROUP.

If you vote, or have previously voted, using a proxy card sent to you by the Dissident Group, you can subsequently revoke that proxy by following the instructions on the enclosed WHITE proxy card to vote over the Internet or by telephone or by completing, signing and dating the WHITE proxy card and mailing it in the postage-paid envelope provided. Only your latest dated vote will count. Any proxy may be revoked prior to its exercise at the Annual Meeting as described in the accompanying Proxy Statement.

WE URGE YOU TO COMPLETE, DATE, AND SIGN THE ENCLOSED WHITE PROXY CARD AND MAIL IT PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED, OR VOTE BY TELEPHONE OR THE INTERNET AS INSTRUCTED ON THE WHITE PROXY CARD, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.

THE BOARD RECOMMENDS A VOTE “FOR ALL” OF OUR BOARD’S NOMINEES
(THOMAS K. EQUELS, WILLIAM M. MITCHELL AND STEWART L. APPELROUTH)
ON PROPOSAL 1 USING THE ENCLOSED WHITE PROXY CARD.

For more information and up-to-date postings, please go to www.aimimmuno.com. Information on our website is not, and will not be deemed to be, a part of this Proxy Statement or incorporated into any of our other filings with the SEC. If you need assistance with voting or have any questions, please contact Morrow Sodali LLC, our proxy solicitor assisting us in connection with the Annual Meeting. Stockholders may call toll free at (800) 662-5200. Banks and brokers may call collect at (203) 658-9400.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting, we encourage you to vote as soon as possible so that your shares are represented. We urge you to vote TODAY by completing, signing and dating the enclosed WHITE proxy card and promptly mailing it in the postage pre-paid envelope provided or following the instructions on the enclosed WHITE proxy card to vote via the Internet or by telephone. Returning your WHITE proxy card will not prevent you from voting at the Annual Meeting but will ensure that your vote is counted if you are unable to attend.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Why am I receiving these proxy materials?

You received these proxy materials because you are a stockholder of the Company. The Board is providing these proxy materials to you in connection with the Company’s Annual Meeting to be held on November 3, 2022, at 11:00 a.m. Eastern Daylight Time, at 2117 SW Highway 484, Ocala, Florida 34473. These materials were first sent or made available to stockholders on or about September 19, 2022, by mail. You are invited to attend the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement.

These materials also include a WHITE voting instruction form or WHITE proxy card for the Annual Meeting. WHITE voting instruction forms and WHITE proxy cards are being solicited on behalf of the Board. The Company’s proxy materials include detailed information about the matters that will be discussed and voted on at the Annual Meeting and provide updated information about the Company that you should consider in order to make an informed decision when voting your shares.

When and where will the Annual Meeting be held?

The Annual Meeting is scheduled to be held at 11:00 a.m., Eastern Daylight Time, on November 3, 2022, at the Company’s offices located at 2117 SW Highway 484, Ocala, Florida 34473. Attendance at the Annual Meeting will be limited to stockholders as of the Record Date, their authorized representatives, and guests of the Company. Access to the Annual Meeting may be granted to others at the discretion of the Company and the chair of the Annual Meeting. In accordance with the Company’s security procedures, all persons attending the Annual Meeting must present picture identification along with proof of ownership. If you are a stockholder of record, please be prepared to provide the top portion of your WHITE proxy card. If you hold your shares in “street name,” you will need to provide proof of ownership, such as a recent account statement or letter from your broker. Cameras and recording devices will not be permitted at the Annual Meeting. Even if you plan to attend the Annual Meeting, we strongly urge you to vote in advance by completing, signing, and dating the enclosed WHITE voting instruction form or WHITE proxy card and returning it in the postage-paid envelope provided or by voting via the Internet or by telephone, as soon as possible.

What is a proxy?

A proxy is your legal designation of another person (your “proxy”) to vote the shares of common stock you own at the Annual Meeting. By completing and returning the proxy card(s), which identify the individuals or trustees authorized to act as your proxy, you are giving each of those individuals authority to vote your shares of common stock as you have instructed. By voting via proxy, each stockholder is able to cast his or her vote without having to attend the Annual Meeting.

Why did I receive more than one proxy card?

You will receive multiple proxy cards if you hold your shares of common stock in different ways (e.g., different names, trusts, custodial accounts, joint tenancy) or in multiple accounts. If your shares of common stock are held by a broker or bank (i.e., in “street name”), you will receive your proxy card and other voting information directly from your brokerage firm, bank, trust, or other nominee. It is important that you complete, sign, date and return each WHITE proxy card you receive, or vote using the telephone, or by using the Internet as described in the instructions included with your WHITE proxy card(s). You also may receive materials, including a proxy statement and proxy card from Mr. Jorgl and the other members of the Dissident Group.

Why might I be receiving proxy materials from Mr. Jorgl and the Dissident Group?

As further described in the “Background of the Solicitation” section of this Proxy Statement, on July 8, 2022, Mr. Jorgl submitted the Purported Nomination Notice on behalf of the Dissident Group. The Purported Nomination Notice purported to provide the Company notice of Mr. Jorgl’s intent to nominate director candidates for election to the Board at the Annual Meeting.

The Company has informed the Dissident Group that the Purported Nomination Notice is invalid due to its failure to comply with the Bylaws. Mr. Jorgl has sued the Company and its directors in the Delaware Chancery Court, seeking, among other remedies, declaratory judgment that the Purported Nomination Notice was valid. The case is pending, and the Delaware Chancery Court has scheduled a hearing on Mr. Jorgl’s motion for a preliminary injunction for October 5, 2022.

Unless the result of the litigation is that the Purported Nomination Notice is valid, any director nominations made by Mr. Jorgl will be disregarded, and no proxies or votes in favor of his purported nominees will be recognized or tabulated at the Annual Meeting. Nonetheless, you may receive proxy solicitation materials from, or on behalf of, Mr. Jorgl and the other members of the Dissident Group, including opposition proxy statements and proxy cards. As Mr. Jorgl’s nominations will not be recognized as valid nominations under Delaware law unless otherwise so determined by a Delaware court, the WHITE proxy card accompanying this Proxy Statement does not include the names of Mr. Jorgl’s purported nominees on a “universal proxy card.” However, if the result of the litigation is that the Purported Nomination Notice is valid, then the Company will amend this Proxy Statement and the accompanying WHITE proxy card to reflect those developments and to include the names of the purported dissident nominees on a universal proxy card and mail the revised proxy statement and WHITE universal proxy card to stockholders. In addition, in this scenario, no proxies or votes received on the Company’s previously circulated proxy card will be recognized or tabulated at the Annual Meeting. Accordingly, if you vote on the Company’s WHITE proxy card accompanying this Proxy Statement and the result of the litigation is that the Purported Nomination Notice is valid, your votes will not be recognized or tabulated, and you will have to vote again for your vote to be counted.

We strongly urge you NOT to sign or return any proxy cards sent by or on behalf of the Dissident Group even if the Dissident Group’s proxy card provides an option to vote for the Board’s nominees. If you have already voted using a proxy card sent to you by the Dissident Group, you can revoke it by (1) executing and delivering the enclosed WHITE proxy card, voting over the Internet using the Internet address on the enclosed WHITE proxy card or voting by telephone using the toll-free number on the enclosed WHITE proxy card or (2) voting in person at the Annual Meeting. Only your last-dated proxy submitted will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting.

What should I do if I receive a proxy card or other proxy materials from the Dissident Group?

As noted above, the Company has informed Mr. Jorgl and the Dissident Group that the Purported Nomination Notice is invalid due to its failure to comply with the Bylaws. Unless the result of the litigation is that the Purported Nomination Notice is valid, any director nominations made by Mr. Jorgl will be disregarded, and no proxies or votes in favor of his purported nominees will be recognized or tabulated at the Annual Meeting. Nonetheless, you may receive proxy solicitation materials from, or on behalf of, Mr. Jorgl and the other members of the Dissident Group, including opposition proxy statements and proxy cards.

The Board strongly urges you not to sign or return any proxy card sent to you by the Dissident Group even if the Dissident Group’s proxy card provides an option to vote for the Board’s nominees. If you vote on any proxy card other than the WHITE proxy card provided to you by the Company, you may risk your vote not being counted as a valid vote by proxy card.

If you have any questions or need assistance voting, please contact the Company’s proxy solicitor Morrow Sodali LLC (“Morrow Sodali”) at: (800) 662-5200 or AIM@investor.MorrowSodali.com.

What matters will be voted on at the Annual Meeting?

We are aware of three matters that stockholders may vote on at the Annual Meeting. The following items are each listed on the WHITE proxy card:

We will also transact such other matters as may properly come before the Annual Meeting.

Could other matters be decided at the Annual Meeting?

The Board does not intend to present to the Annual Meeting any business other than the proposals described in this Proxy Statement. Our Board is not aware of any other business to be presented for action at the Annual Meeting. However, if any other matters properly come before the Annual Meeting, the individuals named as proxies, or their duly constituted substitutes acting at the Annual Meeting, will be authorized to vote or otherwise act thereon in accordance with their judgment on such matters to the extent authorized by Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

What are the Board’s voting recommendations?

The Board unanimously recommends that you vote your shares using the WHITE proxy card:

All shares represented by validly executed WHITE proxy cards received prior to the taking of the vote at the Annual Meeting will be voted by the designated proxy holders and, where a stockholder specifies by means of the WHITE proxy card a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder’s instructions.

THE BOARD RECOMMENDS A VOTE FOR ALL OF OUR BOARD’S NOMINEES LISTED ON THE ENCLOSED WHITE PROXY CARD. If you indicate on your WHITE proxy card, via the Internet or by telephone that you want to withhold authority to vote for a particular nominee, then your shares will not be voted for that nominee.

Do I have to attend the meeting to vote?

No. If you want to have your vote count at the Annual Meeting, but not actually attend the meeting, you may vote by granting a proxy or—for beneficial owners (i.e., “street name” stockholders)—by submitting voting instructions to your broker or nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail.

In the United States, if you are not in possession of your voting proxy or instruction form, please contact your broker or bank for assistance in obtaining a duplicate control number.

Do Europeans holding Company Common Stock have to vote a different way?

Yes. Europeans must contact their custodian bank or broker directly, as European banks and brokerage houses do not necessarily forward the proxy materials to stockholders. As we are a Delaware corporation, there is no need for your bank or brokerage house to block your shares. Banks and brokerage houses simply need to certify the number of shares owned by their clients on September 9, 2022 (the Record Date) and cast votes on your behalf by November 2, 2022 (5:00 p.m., U.S. Eastern Daylight Time).

The proxy materials are available at: https://aimimmuno.com/stockholder-meeting/

How may I obtain a printed copy of the proxy materials?

To receive free of charge a separate copy of the Notice and this Proxy Statement or the Company’s Annual Report on Form 10-K, stockholders may write or call our offices at the following:

AIM ImmunoTech, Inc.

Attn: Investor Relations

2117 SW Highway 484

Ocala, Florida 34473

(352) 448-7797

Beneficial owners (i.e., “street name” stockholders) may contact their brokerage firm, bank, broker-dealer or other similar organization to request information.

What is the Record Date and what does it mean?

Our Board established September 9, 2022 as the Record Date for the Annual Meeting to be held on November 3, 2022. Stockholders of record at the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting.

What is the difference between a “registered stockholder” and a “street name stockholder?”

These terms describe how your shares of common stock are held.

If your shares of common stock are registered directly in your name with American Stock Transfer & Trust Company (“AST”)—the Company’s transfer agent—you are a stockholder of record (also known as a “registered stockholder”).

If your shares of common stock are held in the name of a brokerage, bank, trust, or other nominee as a custodian, you are a beneficial owner (i.e., a “street name” stockholder). As the beneficial owner, you have the right to instruct the broker, bank, or other nominee how to vote the shares of common stock in your account. Please refer to the voting instructions provided by your bank, broker or other nominee to direct it how to vote your shares. You are also invited to attend the Annual Meeting. However, because you are not the stockholder of record, you will not be able to vote the shares of which you are the beneficial owner in person at the Annual Meeting unless you obtain a legal proxy from the stockholder of record authorizing you to vote the shares.

How many shares of common stock are entitled to vote at the Annual Meeting?

As of September 9, 2022, the Record Date, there were approximately 48,049,300 shares of the Company’s common stock, par value $0.001 per share, outstanding and entitled to vote at the Annual Meeting. Each share is entitled to one vote on all matters. There is no cumulative voting, and the holders of the Company’s common stock vote together as a single class. Delaware law does not provide stockholders any dissenters’ or appraisal rights with respect to the matters to be voted on at the Annual Meeting.

How many votes must be present to hold the Annual Meeting?

For the Annual Meeting, under our Bylaws, the required quorum for the transaction of business at the Annual Meeting is 40% of the shares of common stock entitled to vote at the Annual Meeting, or by proxy.

For purposes of determining whether a quorum is present, each share of common stock is deemed to entitle the holder to one vote per share.

Your shares will be counted for purposes of determining if there is a quorum if you:

Abstentions and broker non-votes (if any) are counted as present for purposes of establishing a quorum at the Annual Meeting. However, if you receive proxy materials from or on behalf of both the Company and the Dissident Group, then brokers holding shares in your account will not be permitted to exercise discretionary authority regarding any of the proposals to be voted on at the Annual Meeting. As a result, there would be no broker non-votes by such brokers. If you receive proxy materials from or on behalf of both the Company and the Dissident Group and you do not submit any voting instructions to your broker, bank or other nominee, then your shares will not be counted in determining the outcome of any of the proposals at the Annual Meeting, nor will your shares be counted for purposes of determining whether a quorum exists. For additional information regarding broker non-votes, please see “How do abstentions, against votes, broker non-votes, withhold votes and unmarked WHITE proxy cards affect the voting results?” in this Proxy Statement. A properly executed and valid proxy marked “withhold” with respect to the election of a director nominee will be counted for purposes of determining if there is a quorum at the Annual Meeting.

What vote is required to approve each proposal?

Proposal 1 – Election of Directors. Directors will be elected by a plurality of the votes cast by holders of shares represented in person or by proxy at the Annual Meeting and entitled to vote on the election of directors. Therefore, the three nominees for director who receive the most votes cast by the shares represented in person or by proxy at the Annual Meeting and entitled to vote in the election will be elected at the Annual Meeting.

Proposal 2 – Ratification of Selection of BDO USA, LLP. The affirmative vote of the holders of a majority in voting power of the shares of our common stock, represented in person or by proxy at the Annual Meeting and entitled to vote on the matter, is required to ratify the selection of BDO USA, LLP (Proposal 2). If the stockholders do not ratify the appointment, the Audit Committee of the Board (the “Audit Committee”) will consider any information submitted by the stockholders in determining whether to retain BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2022. Even if the appointment is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that a change would be in the best interests of the Company and its stockholders.

Proposal 3 – Advisory Vote on Our Named Executive Compensation. The affirmative vote of the holders of a majority in voting power of the shares of our common stock, represented in person or by proxy at the Annual Meeting and entitled to vote on the matter, is required to approve, on an advisory basis, the executive compensation of our named executive officers (Proposal 3). Although the advisory vote on Proposal 3 is non-binding—as provided by law—the Compensation Committee of our Board (the “Compensation Committee”) will review the results of the votes and will take them into account in making a determination concerning executive compensation.

How do abstentions, against votes, broker non-votes, withhold votes and unmarked WHITE proxy cards affect the voting results?

Abstentions and Broker Non-Votes. Abstentions, against votes and withhold votes, if any, will have no effect on the outcome of Proposal 1. Broker discretionary voting is not permitted on Proposal 1, and broker non-votes, if any, will have no effect on the outcome of Proposal 1.

An abstention will have the same effect as a vote “against” Proposal 2. Broker non-votes, if any, will have no effect on the outcome of Proposal 2. Broker discretionary voting will also not be permitted on Proposal 2 if the Dissident Group delivers its proxy materials to your broker, bank or other nominee on your behalf. If the Dissident Group does not provide you with a proxy card or voting instruction form, your broker, bank or other nominee will be able to vote your shares with respect to Proposal 2, and broker non-votes will not be applicable.

An abstention will have the same effect as a vote “against” Proposal 3. Broker non-votes, if any, will have no effect on the outcome of Proposal 3. Broker discretionary voting is not permitted on Proposal 3, and broker non-votes, if any, will have no effect on the outcome of Proposal 3.

If you receive proxy materials from or on behalf of both the Company and the Dissident Group, then brokers holding shares in your account will not be permitted to exercise discretionary authority regarding any of the proposals to be voted on at the Annual Meeting. As a result, there would be no broker non-votes at the Annual Meeting.

Unmarked White Proxy Cards. 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 three proposals; therefore, if no direction is made, an unmarked but signed WHITE proxy card will be voted:

If any other matters properly come before the Annual Meeting, the individuals named as proxies therein, or their duly constituted substitutes acting at the Annual Meeting, will be authorized to vote or otherwise act thereon in accordance with their judgment on such matters to the extent authorized by Rule 14a-4(c) of the Exchange Act.

Where will I be able to find voting results of the Annual Meeting?

Voting results will be tallied by the inspector of election. The Company will report the preliminary results in a Current Report on Form 8-K, to be filed with the U.S. Securities and Exchange Commission (“SEC”) within four business days following the Annual Meeting, and the final results as soon as practicable following certification by the inspector of election.

How do I vote my shares of common stock?

Whether you are a stockholder of record or are a beneficial owner holding any of your shares of common stock in “street name,” such as in a stock brokerage account with a broker or through a bank or other nominee, you may vote in the following ways:

The deadline for voting by telephone or by Internet will vary depending upon how you vote your shares. Please follow the instructions shown on your WHITE proxy card or WHITE voting instruction form.

If you are not the stockholder of record, please refer to the voting instructions provided by your bank, broker or other nominee to direct it how to vote your shares on the WHITE voting instruction form. Your vote is important. You are also invited to attend the Annual Meeting. However, if you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a legal proxy from the stockholder of record authorizing you to vote the shares of common stock.

Certain of our stockholders hold their shares in more than one account and may receive separate proxy cards or voting instruction forms for each of those accounts. To ensure that all of your shares are represented at the Annual Meeting, we recommend that you submit every WHITE proxy card or WHITE voting instruction form you receive.

The Dissident Group has notified the Company that the Dissident Group intends to file its own proxy statement with the SEC in connection with the solicitation of proxies from stockholders of the Company. Accordingly, you may receive solicitation materials from the Dissident Group seeking your proxy to vote in favor of Mr. Jorgl’s purported nominees.

If you do receive any materials other than from the Company, our Board urges you NOT to sign or return any proxy card sent to you by the Dissident Group even if the Dissident Group’s proxy card provides an option to vote for the Board’s nominees. Our Board recommends a vote FOR ALL of the Board’s nominees by submitting the enclosed WHITE proxy card.

Can I change my vote after I have mailed in my proxy card(s) or submitted my vote using the Internet or telephone?

If you are a stockholder of record, you may revoke your proxy or change your vote prior to the Annual Meeting by:

If you are a beneficial owner of your shares and you have instructed your bank, broker, or other nominee to vote your shares, you may change your vote prior to the Annual Meeting by following directions provided by your bank, broker or other nominee to change such voting instructions. If you hold shares in “street name,” your attendance at the Annual Meeting will not revoke your voting instructions. In the absence of a revocation, shares represented by proxies will be voted at the Annual Meeting.

If you vote, or have previously voted, using a proxy card or voting instruction form sent to you by the Dissident Group, you may change your vote by completing, signing, dating, and returning the enclosed WHITE proxy card in the postage-paid envelope provided, or by voting via the Internet or by telephone by following the instructions on the WHITE proxy card or WHITE voting instruction form. Please note that submitting a proxy card sent to you by the Dissident Group will revoke votes you have previously made via the Company’s WHITE proxy card.

Voting on a proxy card or voting instruction form sent to you by the Dissident Group—even to withhold with respect to any of Mr. Jorgl’s purported nominees—is not the same as voting for our Board’s nominees on the WHITE voting instruction form or WHITE proxy card because a vote to withhold with respect to any of Mr. Jorgl’s purported nominees on the Dissident Group’s voting instruction form or proxy card will revoke any WHITE voting instruction form or WHITE proxy card you may have previously submitted.

How will my proxy be voted?

If you complete, sign, date and return your WHITE proxy card(s) or vote by telephone or by using the Internet, your proxy will be voted in accordance with your instructions. If you are a stockholder of record, and you sign and date your WHITE proxy card(s) but do not indicate how you want to vote, your shares of common stock will be voted as our Board recommends for each of the proposals. If you are a beneficial owner (i.e., a “street name” stockholder), and you sign and date your WHITE proxy card(s) but do not indicate how you want to vote, then the organization that holds your shares of common stock may generally vote on “routine” matters (also referred to as “discretionary matters”) but cannot vote on “non-routine” matters (also referred to as “non-discretionary matters”), as determined by applicable SEC and New York Stock Exchange (“NYSE”) rules. Please see What if my shares of common stock are held in “street name” by my broker? below.

What if my shares of common stock are held in “street name” by my broker?

Please be sure to give specific voting instructions to your broker so that your vote can be counted. If you hold your shares of common stock in your broker’s name and wish to vote at the Annual Meeting, you must contact your broker and request a document called a “legal proxy.” You must obtain this legal proxy in order to vote at the Annual Meeting. Even if you plan to attend the Annual Meeting, management strongly recommends that you vote your shares prior to attending the meeting.

If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, then the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters, as determined by applicable SEC and NYSE rules. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.” Each of Proposal 1 and Proposal 3 included in this Proxy Statement is considered to be a non-routine matter, and therefore brokers, banks or other nominees will not have authority to vote your shares on these proposals if you do not provide them with specific voting instructions.

Typically, the ratification of the appointment of registered public accounting firm is considered a “routine” proposal, and brokers have discretion to vote on that matter even if no instructions are received from the “street name” holder. However, to the extent that the Dissident Group provides a proxy card or voting instruction form to stockholders who hold their shares in “street name,” brokers will not have discretionary voting authority to vote on any of the proposals presented at the Annual Meeting. Broker non-votes are not counted in the tabulations of the votes cast or present at the Annual Meeting and entitled to vote on any of the proposals to be voted on at the Annual Meeting, and therefore will have no effect on the outcome of the proposals. Accordingly, if the Dissident Group provides a proxy card or voting instruction form to stockholders who hold their shares in “street name,” Proposal 2 included in this Proxy Statement will be a non-routine matter, and therefore brokers, banks or other nominees will not have authority to vote your shares if you do not provide them with specific voting instructions.

If, however, the Dissident Group does not provide a proxy card or voting instruction form to stockholders who hold their shares in “street name,” then Proposal 2 would be considered to be a routine matter, and your broker, bank or other nominee would be able to vote upon the matter if you do not provide them with specific voting instructions. However, in that event, it is possible that a broker may choose not to exercise discretionary authority with respect to the Proposal 2. In that case, if you do not instruct your broker how to vote with respect to Proposal 2, your broker may not vote with respect to such proposal.

What are the Board’s recommendations on how I should vote my shares of common stock?

The Board recommends that you vote your shares of common stock using a WHITE proxy card as follows:

We do not expect any additional matters to be presented for action at the Annual Meeting other than the matters described in this Proxy Statement. However, by signing, dating and returning your WHITE proxy card or by following the instructions on the enclosed WHITE proxy card to submit your proxy and voting instructions via the Internet or phone, you will give to the persons named as proxies discretionary voting authority, to the extent authorized by Rule 14a-4(c) of the Exchange Act, with respect to any other matter that may properly come before the Annual Meeting. The proxies will vote on any such matter in accordance with their best judgment to the extent authorized by Rule 14a-4(c) of the Exchange Act.

Does the Company have cumulative voting?

No.

Who may attend the Annual Meeting?

Attendance at the Annual Meeting will be limited to stockholders as of the Record Date, their authorized representatives, and guests of the Company. Access to the Annual Meeting may be granted to others at the discretion of the Company and the chair of the Annual Meeting. In accordance with the Company’s security procedures, all persons attending the Annual Meeting must present picture identification along with proof of ownership. If you are a stockholder of record, please be prepared to provide the top portion of your WHITE proxy card. If you hold your shares in “street name,” you will need to provide proof of ownership, such as a recent account statement or letter from your broker. Cameras and recording devices will not be permitted at the Annual Meeting.

Is a list of stockholders of record available?

The Company’s list of stockholders as of the Record Date and entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose germane to the Annual Meeting, at the Annual Meeting and for 10 days prior to the Annual Meeting during ordinary business hours at 2117 SW Highway 484, Ocala, Florida 34473, the Company’s principal place of business. The stockholder list will also be open to the examination of any stockholder during the Annual Meeting at the place of the meeting.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except:

Who is paying the costs of the proxy solicitation?

The Company will bear the cost of the solicitation of proxies by the Company and Board. For additional information regarding the cost of this solicitation, please see the section “Solicitation of Proxies” in this Proxy Statement.

Who should I call if I have questions about the Annual Meeting?

If you have any questions or require assistance voting on the WHITE voting instruction form or WHITE proxy card, or if you need additional copies of the proxy materials, please contact our proxy solicitation firm Morrow Sodali at:

Morrow Sodali LLC

509 Madison Avenue Suite 1206

New York, NY 10022

Stockholders Call Toll Free: (800) 662-5200

Banks, Brokers, Trustees, and Other Nominees Call Collect: (203) 658-9400

Email: AIM@investor.MorrowSodali.com

BACKGROUND OF THE SOLICITATION

In July 2020, Thomas Equels, AIM ImmunoTech Inc.’s CEO, was introduced to Franz Tudor, who offered to assist AIM with international business development and marketing of its drug Ampligen, an immuno-modulator with broad spectrum activity being developed by AIM to treat cancers, viral diseases and disorders of the immune system. Mr. Tudor requested that AIM hire him as a consultant for international business development.

AIM subsequently researched Mr. Tudor’s background and discovered that Mr. Tudor had previously been indicted for and pled guilty to insider trading criminal charges brought by the Department of Justice, and also settled insider trading civil charges brought by the SEC. The SEC Litigation Release from August 2, 2011 regarding the matter stated that Mr. Tudor consented to the entry of an SEC order (the “SEC Injunction”) pursuant to which he is “barred from association with any broker, dealer, investment advisor, municipal securities dealer, or transfer agent, and barred from participating in any offering of a penny stock, including: acting as a promoter, finder, consultant, agent or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock, or inducing or attempting to induce the purchase or sale of any penny stock.” Like a number of other SEC injunctions issued at the time, the SEC Injunction was later partially vacated on July 5, 2019 to remove the bar on association with any investment advisor, municipal securities dealer, or transfer agent. The rest of the SEC Injunction remains in force.

On August 6, 2020, Mr. Equels emailed Mr. Tudor to communicate that AIM would not be hiring Tudor or his business for business development purposes.

Following Mr. Equels’ email, Mr. Tudor contacted multiple important business partners and contacts of AIM, including, for example, a multinational healthcare company, a biopharma company, a research institution conducting clinical trials with Ampligen, and a Food and Drug Administration (FDA) lobbyist. On occasion, Mr. Tudor misrepresented that, or held himself out as though, he was acting on behalf of AIM. As a result, AIM had to notify certain business contacts that Mr. Tudor was not in fact employed by or acting on behalf of AIM.

During this period, Mr. Tudor also sent several dozen unsolicited communications to AIM, its management team, directors and investor relations (“IR”) firm.

On October 16, 2020, as a result of Mr. Tudor’s communications with AIM and its regulators and potential business partners becoming, in AIM’s view, highly inappropriate, AIM’s counsel emailed Mr. Tudor to direct him to immediately cease and desist from representing to anyone that he was in any way authorized to speak on behalf of AIM and from further interference with AIM and its operations.

Mr. Tudor continued his pattern of contacting AIM and certain of its representatives and advisors in a manner that AIM believed was disruptive to the business. Therefore, on February 25, 2021, AIM filed an action in a court in Marion County, Florida seeking an injunction against Mr. Tudor to enjoin him from further interfering with AIM’s employees, business partners, clinical sites, clinical investigators, and regulators and from representing that he is affiliated with or an authorized representative of AIM.

On August 13, 2021, Mr. Tudor was indefinitely enjoined by a judge in the Circuit Court of the Fifth Judicial District, In and For Marion County, Florida, from contacting any of AIM’s business relations (the “Marion County Injunction”).

Despite the SEC Injunction and Marion County Injunction, Mr. Tudor has continued to contact an investment bank and IR firm retained by AIM and has ignored directives from AIM and its counsel to cease any further contacts.

On July 30, 2020, Mr. Tudor sent a message to an AIM employee claiming to represent over 1 million shares of AIM stock between his own holdings and the funds he consults for.

On August 14, 2020, Todd Deutsch, who AIM understands has been an acquaintance of Mr. Tudor since at least the early 2000s when they were both employed at the Galleon Group hedge fund, emailed AIM claiming to be one of AIM’s top stockholders with over 600,000 shares of common stock. On June 12, 2022, Mr. Deutsch claimed to have increased his holdings by approximately fourfold to 4.9% of AIM’s shares of common stock.

AIM believes Mr. Tudor and Mr. Deutsch have been in contact regarding their investments in AIM for over a year. For example, on February 4, 2021, Mr. Tudor emailed AIM and copied Mr. Deutsch on his email. During March and April 2022, on numerous occasions, Mr. Tudor emailed a representative of AIM’s IR firm, and then shortly thereafter, Mr. Deutsch sent an email to Mr. Equels forwarding one of Mr. Tudor’s emails, even though Deutsch had not been shown as a recipient on Mr. Tudor’s original emails. During this period, Mr. Tudor and Mr. Deutsch also frequently sent emails to AIM and AIM’s IR firm at the same time with the same subject line and subject matter. For example, on April 19, 2022, Mr. Tudor sent an email to AIM’s IR firm at 11:54 AM with the subject line “XBI Bouncing & CMPI TLR9 Acquired”. Three minutes later, at 11:57 AM, Mr. Deutsch sent an email to AIM with the exact same subject line: “XBI Bouncing & CMPI TLR9 Acquired”.

Mr. Deutsch has also been in contact with Ted Kellner, a Milwaukee businessman, regarding their investments in AIM. In multiple conversations with AIM’s IR firm, Mr. Deutsch said that he had convinced Mr. Kellner to invest in AIM and that Mr. Kellner holds a significant amount of shares of AIM common stock. According to Mr. Kellner, he and Mr. Deutsch have known each other for years and invested in more than 20 companies together.

On March 30, 2022, Mr. Deutsch asked AIM’s IR firm to schedule a phone call for himself and Mr. Kellner to speak with the IR firm. Then, in the process of scheduling the phone call, Mr. Deutsch sent the correspondence to Mr. Tudor, asking if the proposed time for the call worked for Mr. Tudor, but he inadvertently left a representative of AIM’s IR firm on the email chain. Mr. Deutsch, upon realizing what he had done, promptly apologized to AIM’s IR firm and removed Mr. Tudor from the email chain. AIM believes Messrs. Deutsch and Kellner intended to schedule a phone call with AIM and its IR firm, during which Mr. Tudor would silently participate unbeknownst to AIM or its IR firm.

On April 18, 2022, Walter Lautz submitted a shareholder proposal pursuant to Rule 14a-8 of the Exchange Act, seeking the inclusion of Robert Chioini and Daniel Ring in AIM’s proxy materials each as a nominee for election as a director of AIM (the “Lautz Proposal”). In the Tudor Motion to Dismiss (as defined below), Mr. Tudor admitted that he suggested that Mr. Lautz contact Mr. Chioini and Mr. Ring as potentially interested parties for the Lautz Proposal.

On April 28, 2022, AIM rejected the Lautz Proposal because Rule 14a-8 explicitly states that a basis for a company to exclude a shareholder proposal is if the proposal “[s]eeks to include a specific individual in the company’s proxy materials for election to the board of directors.”

On May 9, 2022, AIM sent a letter to the SEC requesting that the SEC issue a no-action letter regarding AIM’s decision to reject the Lautz Proposal and exclude it from its proxy materials for the Annual Meeting.

On June 27, 2022, AIM received a no-action letter from the SEC confirming there was a basis for the Board to exclude the Lautz Proposal. Mr. Lautz was copied on the SEC’s no-action letter.

The same day, June 27, 2022, that the SEC issued its no-action letter agreeing with AIM that there was a basis for excluding the Lautz Proposal from AIM’s proxy materials for the Annual Meeting, Jonathan Jorgl purchased 1,000 shares of AIM common stock.

On July 8, 2022, AIM received the Purported Nomination Notice from Mr. Jorgl, dated July 8, 2022, purporting to nominate Mr. Chioini and Michael Rice as candidates for election to the Board at the Annual Meeting.

According to Mr. Chioini, he and Mr. Tudor have known each other for some time. Mr. Chioini and Mr. Tudor previously worked together at Rockwell Medical, where Mr. Chioini was the CEO until 2018. Concurrently, the investor relations firm founded by Mr. Rice, LifeSci Advisors, worked for Rockwell Medical. Mr. Chioini and Mr. Tudor subsequently worked together at SQI diagnostics, and Messrs. Chioini and Tudor have each confirmed that they discussed Mr. Chioini’s potential nomination to the Board.

On July 14, 2022, the Board unanimously voted to reject the Purported Nomination Notice because it failed to comply with the Bylaws. The Bylaws require a stockholder who is making a nomination to disclose a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made. Based on the historical connections among Messrs. Tudor, Chioini, Rice, Deutsch, Lautz and Kellner (and their respective histories with AIM), and the implausibility that Mr. Jorgl, who had no prior ownership of AIM stock and owned under $1,000 worth of AIM stock, would commence a proxy contest for control of a public company board involving candidates connected to a group of stockholders who claimed to collectively hold over 5% of AIM’s shares while failing to disclose any of these connections, the Board found that the Purported Nomination Notice had failed to disclose the arrangements and understandings required by the Bylaws, and was therefore invalid. Additionally, the Bylaws also require a person making a nomination to disclose their beneficial ownership of AIM common stock, and the Board found that because Mr. Jorgl was in a group with (at a minimum) Messrs. Tudor, Deutsch, Lautz, and Kellner, their shares were imputed to Mr. Jorgl, and he had therefore failed to disclose his beneficial ownership as required by the Bylaws. Because of the defects identified by the Board, the Board unanimously determined that the Purported Nomination Notice was invalid.

At that same meeting, the Board unanimously decided to file a complaint against Messrs. Tudor, Chioini, Rice, Jorgl, Deutsch, Lautz and Kellner (collectively, the “Florida Defendants”), for violations of federal securities laws, including violations of Regulation 13D-G, which requires stockholders forming a group with beneficial ownership in excess of 5% of a company’s outstanding shares to make a filing with the SEC detailing certain information about the members of such a group, their ownership and certain agreements and arrangements among the group members.

On July 15, 2022, AIM filed a lawsuit against the Florida Defendants in the Federal District Court for the Middle District of Florida, seeking (i) a declaration that the Florida Defendants violated Section 13(d) of the Exchange Act; and (ii) an injunction that prevents the Florida Defendants from future violations of the federal securities laws (the “Federal Securities Law Action”).

On July 18, 2022, AIM issued a press release announcing that the Board had rejected the Purported Nomination Notice because it failed to comply with the Bylaws.

On July 19, 2022, AIM sent Mr. Jorgl a letter explaining the Board had unanimously rejected the Purported Nomination Notice for failing to comply with the Bylaws and applicable law in a number of respects.

On July 27, 2022, Mr. Jorgl formed a group with Mr. Chioini, Mr. Rice, and River Rock Advisors LLC “to facilitate payment of certain fees and expenses in connection with the nominations and solicitation of proxies in support of the nominations.”

On July 28, 2022, Mr. Jorgl filed suit against AIM and the members of the Board in the Delaware Chancery Court, seeking declaratory judgment that the Purported Nomination Notice was valid.

On August 5, 2022, Mr. Jorgl sent AIM a notice pursuant to the universal proxy rules applicable to contested elections of directors, reiterating his intent to nominate Mr. Chioini and Mr. Rice for election to the Board at the Annual Meeting and for Messrs. Jorgl, Chioini and Rice and River Rock Advisors, LLC to solicit proxies from holders of at least 67% of the voting power of shares of AIM common stock.

On August 12, 2022, the Delaware Chancery Court held a hearing on Mr. Jorgl’s motion for a temporary restraining order (“TRO”). Mr. Jorgl sought from the Delaware Chancery Court a TRO that would (i) enjoin AIM and the members of the Board from taking any action to prevent Mr. Jorgl from nominating Mr. Chioini and Mr. Rice for election to the Board; (ii) require AIM to list Mr. Chioini and Mr. Rice as valid director candidates in the proxy materials distributed in advance of the Annual Meeting; and (iii) enjoin AIM and the Board from disparaging the candidacies of Mr. Chioini and Mr. Rice prior to the Annual Meeting.

On August 15, 2022, held a second hearing on Mr. Jorgl’s motion for a TRO. At the conclusion of the hearing, the Delaware Chancery Court denied Mr. Jorgl’s motion for a TRO and scheduled the preliminary injunction hearing for October 5, 2022.

Under AIM’s proposed order concerning scheduling, entered by the Delaware Chancery Court on August 15, 2022, AIM agreed to schedule the Annual Meeting to convene the week of October 31, 2022. AIM also agreed that, if requested or ordered by the Delaware Chancery Court, AIM will convene the Annual Meeting for the sole purpose of adjourning it, and will adjourn the Annual Meeting to such date as the Delaware Chancery Court requests (not more than 30 days following the date the meeting is convened), and, if requested or ordered by the Delaware Chancery Court, AIM has agreed to subsequently convene and adjourn the Annual Meeting (for not more than 30 days each time), to ensure the Court has sufficient time to rule on Mr. Jorgl’s motion for a preliminary injunction before a vote is taken on the election of directors at the Annual Meeting.

On August 17, 2022, AIM sent Mr. Jorgl a letter (the “August 17th Letter”) announcing its intent to solicit proxies in favor of the re-election of the following nominees of the Board: Stewart L. Appelrouth, Thomas K. Equels, and William M. Mitchell. The August 17th Letter indicated that because the Purported Nomination Notice did not constitute valid notice of nominations, as indicated in the July 19, 2022 letter to Mr. Jorgl, Mr. Jorgl’s nominations of his purported nominees would be disregarded at the Annual Meeting and AIM was not required to comply with the universal proxy rules that apply to contested elections of directors with respect to Mr. Jorgl’s disregarded nominees. The August 17th Letter expressly disclaimed the applicability of certain notice requirements under the SEC’s new universal proxy rules with respect to Mr. Jorgl’s purported nominees, but indicated that it was being sent to Mr. Jorgl solely to reserve AIM’s right to comply with the universal proxy rules in the event that AIM is required to so comply by applicable law.

On August 18, 2002, Mr. Jorgl sent AIM a demand (the “Stocklist Demand”) for stocklist materials pursuant to Section 220 of the General Corporation Law of the State of Delaware (the “DGCL”).

On August 18, 2022, AIM and Mr. Jorgl each submitted a proposed scheduling order for the leadup to the preliminary injunction hearing and an explanatory letter to the Delaware Chancery Court. Mr. Jorgl’s submission stated that he did not believe any discovery in the matter was warranted. On August 19, 2022, the Delaware Chancery Court entered AIM’s proposed scheduling order and stated Plaintiff must comply with his discovery obligations.

On August 22, 2022, Mr. Tudor entered, a motion for dismissal of the Federal Securities Law Action (the “Tudor Motion to Dismiss”). In the Tudor Motion to Dismiss, Mr. Tudor acknowledged he was acquainted with Messrs. Deutsch, Chioini, Lautz, Kellner and Rice and had consulted with at least Mr. Chioini and Mr. Lautz in connection with Mr. Chioini’s desire to be nominated for election to the Board at the Annual Meeting, among other things.

On August 25, 2022, outside counsel for AIM responded to the Stocklist Demand, agreeing that AIM would provide the pertinent stocklist materials in AIM’s possession to Mr. Jorgl, subject to entry into a customary confidentiality agreement and reimbursement of AIM’s related expenses. Counsel for AIM and Mr. Jorgl subsequently negotiated the terms of the confidentiality agreement.

On September 9, 2022, AIM filed a preliminary proxy statement with the SEC in connection with the Annual Meeting.

On September 15, 2022, the Dissident Group filed a preliminary proxy statement with the SEC in connection with the Annual Meeting. In its preliminary proxy statement, the Dissident Group disclosed that its proxy campaign is being funded by an individual whose role and identity the Dissident Group had not previously disclosed, Michael Xirinachs. According to the Dissident Group’s preliminary proxy statement, Mr. Xirinachs pled guilty to criminal charges of wire fraud relating to fraudulent securities trading and promotion and material misrepresentations to investors and misuse of funds, and was recently sentenced by a federal court to three years’ probation and ordered to pay hundreds of thousands of dollars in restitution.

On September 19, 2022, AIM filed this definitive proxy statement with the SEC in connection with the Annual Meeting.

INFORMATION CONCERNING BOARD MEETINGS

The Board is responsible for the management and direction of AIM and for establishing broad corporate policies. A primary responsibility of the Board is to provide effective governance over the Company’s affairs for the benefit of its stockholders. In all actions taken by the Board, the directors are expected to exercise their business judgment in what they reasonably believe to be the best interests of the Company. In discharging that obligation, directors may rely on the honesty and integrity of the Company’s senior executives and its outside advisers and auditors.

The Board and various committees of the Board meet periodically throughout the year to receive and discuss operating and financial reports presented by the Chief Executive Officer and Chief Financial Officer, as well as reports by other members of senior management, experts and other advisers. Directors are expected to personally attend Board meetings unless the meeting is held by teleconference. The Board held seven meetings in 2021 and executed eight unanimous consents. All Directors were in attendance for the meetings, as well as for the 2021 Annual Meeting of Stockholders, held on October 7, 2021.

In 2021, the non-employee (independent) directors did not meet without employee directors or management personnel present. Interested persons who wish to contact the Chairman of the Board or other non-employee Directors, can do so by sending written comments through the Office of the Secretary of the Company at AIM ImmunoTech Inc., 2117 SW Highway 484, Ocala, Florida 34473. The Office will either forward the original materials as addressed, or provide directors with summaries of the correspondence, with the originals available for review at the directors’ request.

CONDUCT OF THE MEETING

The Chairman of our Board (or any person designated by our Board) has broad authority to conduct the Annual Meeting in an orderly manner. This authority includes establishing rules of conduct for stockholders who wish to address the meeting, including limiting questions to the order of business and to a certain amount of time. Copies of these rules will be available at the meeting. To ensure that the meeting is conducted in a manner that is fair to all stockholders, the Chairman (or such person designated by our Board) may also exercise broad discretion in recognizing stockholders who wish to speak, in determining the extent of discussion on each item of business and in managing disruptions or disorderly conduct.

CORPORATE GOVERNANCE

Our Board has adopted corporate governance guidelines. These guidelines address items such as the standards, qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, we have a code of conduct that applies to all our employees, including our executive officers and our directors. The code of conduct is posted under “Corporate Governance” in the Investors section of our website at https://aimimmuno.com/corporate-governance/. We will disclose under “Corporate Governance” in the Investors section of our website any amendments to, or any waivers under, the code of conduct that are required to be disclosed by the rules of the SEC. Our Board has four standing committees: the Audit Committee, the Compensation Committee, the Disclosure Controls Committee, and the Corporate Governance and Nominating Committee. The Board also has an Executive Committee, which did not meet in 2021. Each committee operates under a written charter, which are available on our website https://aimimmuno.com/corporate-governance. Detailed information on our Board and its committees can be found within the attached document.

BOARD STRUCTURE

The Board currently separates the roles of Chairman of the Board of Directors and CEO of the Company. Periodically, our Corporate Governance and Nomination Committee assesses these roles and the board leadership structure to ensure the interests of the Company and its stockholders are best served.

Currently, the independent Chairman position is held by William Mitchell and our CEO is Thomas Equels.

The current separation of the Chairman and CEO roles allows the CEO to focus his time and energy on operating and managing the Company and leverage the experience and perspectives of the Chairman. The Chairman sets the agenda for, and presides over, board meetings and independent sessions and coordinates the work of the committees of our Board, providing independent oversight and streamlining the CEO’s duties. The Board believes this governance structure promotes balance between the Board’s independent authority to oversee our business and the CEO and his management team who manage the business on a day-to-day basis.

INFORMATION CONCERNING COMMITTEES OF THE BOARD

The Board maintains the following committees:

Executive Committee

In February 2016, our Board formed the Executive Committee. The Executive Committee reports to the Board, and its purpose is to aid the Board in handling matters which, in the opinion of the Chairman of the Board, should not be postponed until the next scheduled meeting of the Board. Mr. Equels, our Chief Executive Officer is the chair of the Committee, and is a member of the Committee along with two of our independent directors, Mr. Appelrouth and Dr. Mitchell. The full text of the Executive Committee Charter, as approved by the Board, is available on our website: www.aimimmuno.com in the “Investor Relations” tab under “Corporate Governance”. The Committee did not meet in 2021.

Compensation Committee

The Compensation Committee consists of the following two directors, each of whom is “independent” under applicable NYSE American rules, a “Non-Employee Director” as defined in Rule 16b-3 under the Exchange Act, and an “Outside Director” as defined under the U.S. Treasury regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”): Dr. William Mitchell, M.D. (Chair) and Stewart L. Appelrouth.

The Compensation Committee oversees implementation and administration of the Company’s compensation and employee benefits programs with the goal of attracting, retaining and motivating executives and officers, as well as other employees, to improve their performance and the Company’s financial performance. In that regard, the Compensation Committee (1) reviews and approves corporate goals and objectives relevant to compensation; (2) evaluates the performance and compensation of the Company’s officers and executives and reviews the compensation of all other non-officer executives of the Company that are considered highly paid; (3) reviews and approves employment agreements, severance agreements, change of control agreements, deferred compensation agreements, perquisites and similar compensation arrangements of the Company’s executive officers; (4) makes recommendations to the Board on the compensation of non-employee members of the Board; (5) administers the Company’s incentive and equity-based compensation plans, including, approving the grant of equity awards under such plans, reviewing such plans and making recommendations to the Board regarding the adoption, amendment or termination of such plans; (6) selects and determines the fees and scope of work of its compensation consultants; and (7) reviews the Company’s compensation strategy to assure that it continues to advance the Company’s objectives and promote stockholder value. The full text of the Compensation Committee’s Charter, as approved by the Board, is available on our website: www.aimimmuno.com in the “Investor Relations” tab under “Corporate Governance”.

This Committee formally met three times in 2021 and all committee members were in attendance for the meeting. Our General Counsel, Chief Financial Officer and Director of Human Resources support the Compensation Committee in its work.

Corporate Governance and Nomination Committee

In 2021, the Corporate Governance and Nomination Committee met three times. All committee members were in attendance for the meetings. The Corporate Governance and Nomination Committee consists of Dr. William M. Mitchell (Chair) and Director, and Mr. Stewart L. Appelrouth, Director.

All of the members of the Committee meet the independence standards contained within the NYSE American Company Guide and AIM’s Corporate Governance Guidelines. The full text of the Corporate Governance and Nomination Committee Charter as well as the Corporate Governance Guidelines, are available on our website: https://aimimmuno.com/corporate-governance/.

The Corporate Governance and Nomination Committee is responsible for (1) assisting the Board in identifying, recommending, assessing, recruiting and selecting candidates to serve as members of the Board, including in connection with filling vacancies; (2) assisting the Board in developing criteria for identifying and selecting individuals for nomination to the Board; (3) advising the Board with respect to the Board’s composition, procedures and committees; (4) reviewing, assessing and recommending appropriate Corporate Governance Guidelines; (5) reviewing the charter of each committee of the Board and recommending to the Board the number, identity and responsibilities of each committee; (6) reviewing the Company’s business practices as they relate to preserving the good reputation of the Company; (7) developing and recommending to the Board procedures for succession planning for Company executives and continuity of the Board; and (8) assessing the effectiveness of the Board in meeting the long-terms interest of the stockholders. The Committee is authorized to retain search firms and other consultants to assist it in identifying candidates and fulfilling its other duties.

Stockholders who wish to suggest qualified candidates should write to the Corporate Secretary, AIM ImmunoTech Inc., 2117 SW Highway 484, Ocala, Florida 34473, stating in detail the qualifications of such persons for consideration by the Committee. Director candidates should demonstrate the qualifications, experience and skills for Board members which are important to AIM’s business and its future, as outlined in Proposal 1 below.

The Company aspires to the highest standards of ethical conduct; reporting results with accuracy and transparency; and maintaining full compliance with the laws, rules and regulations that govern the Company’s business. AIM’s Corporate Governance Guidelines embody many of our policies and procedures which are at the foundation of our commitment to best practices. The guidelines are reviewed annually and revised if deemed necessary, to continue to reflect best practices.

Disclosure Controls Committee

The Disclosure Controls Committee (“DCC”) reports to the Audit Committee and is responsible for procedures and guidelines on managing disclosure information. The purpose of the DCC is to make certain that information required to be publicly disclosed is properly accumulated, recorded, summarized and communicated to the Board and management. This process is intended to allow for timely decisions regarding communications and disclosures and to help ensure that we comply with related SEC rules and regulations. The DCC is responsible for (1) implementing, monitoring and evaluating the Company’s disclosure controls and procedures; (2) reviewing and evaluating the Company’s interactions with the FDA and other similar regulatory bodies; and (3) reviewing with the Audit Committee earnings and other press releases and periodic reports and proxy statements of the Company that are to be filed with the SEC. Robert Dickey, our CFO, is the DCC’s Investor Relations Coordinator and Chair. The other members of the DCC are Peter Rodino, our COO and General Counsel, William Mitchell, one of our Independent Directors, Dr. David Strayer, Chief Scientific Officer, Diane Young, our Clinical Project Manager, Jodie Pelz, our Controller, and Ann Marie Coverly, Director of HR and Administration serving as the Deputy Investor Relations Coordinator. The full text of the DCC’s Charter, as approved by the Board, is available on our website: www.aimimmuno.com in the “Investor Relations” tab under “Corporate Governance”. The DCC actively met on numerous occasions in 2021.

Audit Committee and Audit Committee Expert

The Audit Committee of our Board consists of Stewart L. Appelrouth (Chair) and Dr. Mitchell, both determined by the Board to be Independent Directors as required under Section 803(2) of the NYSE: American Company Guide and Rule 10A-3 under the Exchange Act. The Board has determined that Mr. Appelrouth qualifies as an “audit committee financial expert” as that term is defined by Section 803B(2) of the NYSE: American Company Guide and the rules and regulations of the SEC.

We believe Dr. Mitchell and Mr. Appelrouth to be independent of management and free of any relationship that would interfere with their exercise of independent judgment as members of this Committee. The principal functions of the Audit Committee are to (1) assist the Board in fulfilling its oversight responsibility relating to the annual independent audit of our consolidated financial statements and management’s assessment of internal control over financial reporting, the engagement of the independent registered public accounting firm and the evaluation of the independent registered public accounting firm’s qualifications, independence and performance; (2) select the independent registered public accounting firm, oversee the work of the independent registered public accounting firm, pre-approve all auditing services of the independent registered public accounting firm and evaluate the independent registered public accounting firm’s qualifications, independence and performance; (3) prepare the reports or statements as may be required by NYSE American or the securities laws; (4) assist the Board in fulfilling its oversight responsibility relating to the integrity of our financial statements and financial reporting process and our system of internal accounting and financial controls; (5) discuss the financial statements and reports with management and the independent registered public accounting firm, including critical accounting policies and practices, the Company’s disclosures in the Company’s Annual Report and any significant financial reporting that arose in the preparation of the audited financial statements; and (6) oversee the Disclosure Control Committee. The Audit Committee is authorized to engage independent counsel and other advisors as it deems necessary.

This Audit Committee formally met four times in 2021 with all committee members in attendance. Our General Counsel and Chief Financial Officer support the Audit Committee in its work. The full text of the Audit Committee’s Charter, as approved by the Board, is available on our website: www.aimimmuno.com in the “Investor Relations” tab under “Corporate Governance”.