If you are a Street Name Stockholder, you must contact your broker, bank, trust, or other nominee in order to revoke your proxy. If you wish to vote in person at the Annual Meeting, you must contact your broker and request a document called a “legal proxy”. You must bring this legal proxy obtained from your broker, bank, trust, or other nominee to the Annual Meeting in order to vote in person.Meeting.

How will my proxy be voted?

If you complete, sign, date and return your WHITE proxy card(s) or vote by telephonevia the Internet or by using the Internet,telephone, 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 sharesstock will be voted as theour Board recommends for each of the proposals.

What if my common shares If you are held in “Street Name” by my broker?

You should instructa beneficial owner (i.e., a “street name” stockholder), and you sign and date your brokerWHITE proxy card(s) but do not indicate how you would likewant 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 using the written instruction formapplicable SEC and envelope provided by your broker. If you do not provide your broker with instructions, under the rules of the New York Stock Exchange (“NYSE”), rules. Please see What if my shares of common stock are held in “street name” by my broker? below.

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 broker may, but is not requiredvote 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 vote your common sharesyou 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 certain “routine” matters. However, on other matters, whenany of Mr. Kellner’s purported nominees—is not the broker has not receivedsame as voting instructions from its customers, the broker cannot vote the sharesfor our Board’s nominees on the matter andWHITE voting instruction form or WHITE proxy card because a “broker non-vote” occurs. Proposals No. 2 and 3vote to withhold with respect to any of Mr. Kellner’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.

What if my shares of common stock are the only routine matter to be voted onheld in “street name” by the Stockholders on this year’s ballot. Proposals No. 1 and 4 are not considered routine matters under the NYSE rules. This means that brokers may not vote your common shares on such proposals if you have not given your broker specific instructions as to how to vote. 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 sharesstock in your broker’s name and wish to vote in person at the Annual Meeting, you must contact your broker and request a document called a “legal proxy.” You must bringobtain this legal proxy to the Annual Meeting in order to vote in person.

What areat the Board’s recommendations on how I should vote my common shares?

The BoardAnnual Meeting. Even if you plan to attend the Annual Meeting, management strongly recommends that you vote your common shares as follows: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, Proposal 3 and Proposal 4 included in this Proxy Statement is considered 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.

The ratification of the appointment of registered public accounting firm (Proposal 2) 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, 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 a routine matter, and your broker, bank or other nominee would be able to vote on 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.

Does the Company have cumulative voting?

No.

Who may attend the Annual Meeting?

All StockholdersAttendance at the virtual 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. To participate in the Annual Meeting, you must pre-register at www.cesonlineservices.com/aim23_vm by 11:00 a.m., Eastern Time, on November 30, 2023.

Please have your voting instruction form, proxy card or other communication containing your control number available and follow the instructions to complete your registration request. If you are eligiblea beneficial holder, you must obtain a “legal proxy” from your broker, bank or other nominee to participate in the Annual Meeting. Upon completing registration, participants will receive further instructions via email, including unique links that will allow them to access the meeting.

Even if you plan to attend the Annual Meeting, we strongly urge you to vote in advance either 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. This will ensure your vote will be counted if you later are unable or decide not to attend the Annual Meeting. However, only those Stockholders

Is a list of stockholders of record atavailable?

The Company’s list of stockholders as of the close of business on June 20, 2016 areRecord Date and entitled to vote at the Annual Meeting.

Do I need an admission ticket to attend the Annual Meeting?

Admission tickets are not required to attend the Annual Meeting. If you are a Registered Stockholder, properly mark your proxy to indicate that youMeeting will be attending the Annual Meeting. If you hold your common shares through a nominee or you are a Street Name Stockholder, you are required to bring evidence of share ownershipavailable for examination by any stockholder, for any purpose germane to the Annual Meeting, (e.g., account statement, broker verification).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.

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 can answer my questions?is paying the costs of the proxy solicitation?

The Company will bear the cost of the proxy solicitation 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 regarding any of the proposals or how to vote your shares,require assistance voting, or if you need additional copies of the proxy materials, please contact: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

DEADLINE FOR RECEIPTBACKGROUND OF STOCKHOLDER PROPOSALSTHE SOLICITATION

Proposals of stockholders to be considered for inclusion inIn connection with the Proxy Statement and proxy card for the 2017Company’s 2022 Annual Meeting of Stockholders must be received(the “2022 Annual Meeting”), a group of interconnected individuals, including at least two convicted felons, made two unsuccessful attempts to replace a majority of the Board.

Now, the nomination efforts being publicly led by Ted D. Kellner and Todd Deutsch pursuant to the Purported Nomination Notice with respect to the Company’s 2023 Annual Meeting of Stockholders (for purposes of the Background of the Solicitation, the “2023 Annual Meeting”) involve many of the same individuals that were involved in the failed April 2022 and July 2022 nomination efforts. The Company believes these individuals continue to present misleading and incomplete information—and withhold information—about who is working with Ted D. Kellner, Todd Deutsch and non-stockholder Robert Chioini to conceal their true intentions with respect to the Company and their concerted efforts to take control of the Board for their own benefit. In the Company’s view, these individuals do not have the best interests of all stockholders at heart, and their actions to date should give stockholders serious pause.

The Board strongly urges you to vote on the Company’s WHITE proxy card “FOR ALL” of the Board’s four proposed nominees, Nancy K. Bryan, Thomas K. Equels, William M. Mitchell, and Stewart L. Appelrouth, to safeguard the Company and its promising clinical trials from disruption by the group currently being led by Messrs. Chioini, Deutsch, and Kellner. Voting for the Board’s nominees will help ensure that the current Board will be able to continue to act in the best interests of all AIM stockholders and be positioned to capitalize on important upcoming clinical milestones. Ultimately, supporting the Board’s nominees is the best way to protect your investment.

April 2022 Nomination Efforts

In the first failed attempt to take control of the Board, AIM stockholder Walter Lautz submitted a Rule 14a-8 shareholder proposal (the “Lautz Proposal”) to the Company on April 18, 2022 purporting to nominate Robert Chioini and Daniel Ring for election to the Board.

The Board rejected the Lautz Proposal because Rule 14a-8 of the Exchange Act explicitly states that a basis for excluding 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.” The Company later sought and obtained an SEC no-action letter affirming that the Board had a basis for excluding the Lautz Proposal.

The Company subsequently learned that Franz Tudor was behind the drafting of the Lautz Proposal and had initiated the April 2022 nomination efforts by suggesting to Mr. Lautz that Messrs. Chioini and Ring would be interested in being nominated for election to the Board at the 2022 Annual Meeting.

Franz Tudor is an AIM stockholder and convicted felon—having pleaded guilty to insider trading criminal charges and settled insider trading civil charges—who began interfering in the Company’s Secretary,business affairs after the Company denied his offer to provide “business development” consulting services in 2020. Upon AIM’s application, a Florida court issued an injunction indefinitely enjoining Mr. Tudor from contacting the Company’s business relations in August 2021. The Company believes that injunction, along with Mr. Tudor’s prior criminal conviction, may explain why Mr. Tudor has preferred to work behind the scenes with other individuals with respect to their various efforts to take control of AIM without paying a control premium. Mr. Tudor is also a long-time acquaintance of Mr. Chioini, having provided consulting services to Mr. Chioini during his tenure as the CEO of two companies—Rockwell Medical, Inc. and SQI Diagnostics, Inc. Mr. Chioini was fired as CEO of Rockwell Medical, where he also served on the board of directors, for misconduct. Based on press releases issued by Rockwell Medical at Hemispherx Biopharma,the time, we believe Mr. Chioini behaved in a manner following his termination that was highly inappropriate and unbecoming of a fiduciary of a public company, including Mr. Chioini refusing to accept his termination and filing a Form 8-K without authorization.

July 2022 Nomination Efforts

In connection with the second failed attempt to take control of the Board, Mr. Lautz declined Mr. Tudor’s mid-June 2022 offer to participate in a second attempt at nominating director candidates, telling Mr. Tudor that he “can’t be the face of this partaking.” The following week, Mr. Lautz checked on Mr. Tudor’s efforts to find a new public face of the nomination efforts in a text message, “[W]ere you able to find someone to be the face of the activist?” Tudor replied, “We are still looking.” The Company became aware of these communications between Messrs. Lautz and Tudor through the 2022 Discovery Process (as defined below).

Soon after, Messrs. Tudor and Chioini identified a new individual to serve as the “face” of the nomination efforts through their new director candidate Michael Rice, who would replace Daniel Ring on the nominee slate. Mr. Rice had served as an advisor to Rockwell Medical during Mr. Chioini’s tenure as CEO. On the same day that the SEC confirmed AIM had a basis for excluding the Lautz Proposal, an individual the Delaware Court of Chancery later described as Michael Rice’s “surfing buddy,” Jonathan Jorgl, acquired 1,000 shares of AIM common stock.

Then, on July 8, 2022, Mr. Jorgl, as a holder of 1,000 shares, delivered to the Company a notice (the “Jorgl Notice”) of his intention to nominate his director candidates, Mr. Chioini and Michael Rice, to replace a majority of the Board at the 2022 Annual Meeting.

The Board rejected the Jorgl Notice for failing to comply with AIM’s bylaws, and Mr. Jorgl sued the Company in the Delaware Court of Chancery, seeking a preliminary injunction and a finding that the Jorgl Notice and his purported nominations were valid. In the case Jonathan Thomas Jorgl v. AIM ImmunoTech Inc., 1617 JFK Boulevard, Suite 500, Philadelphia, PA 19103 no2022 WL 16543834 (Del. Ch. Oct. 28, 2022) (the “2022 Delaware Litigation”), the Court denied Mr. Jorgl’s motion for a preliminary injunction, ending the July 2022 nomination efforts. In the Court’s memorandum opinion, the Court stated that the Jorgl Notice “was—at best—misleading” and that the associated discovery process (“2022 Discovery Process”) “indicated that a web of individuals had worked together to bring Jorgl’s nomination forward.”

The Company held the 2022 Annual Meeting as scheduled on November 3, 2023, where all three members of the Board were re-elected.

Through the 2022 Delaware Litigation and the 2022 Discovery Process, the Company learned about a number of significant agreements, arrangements and understandings among many individuals to, among other things, conceal the identity and role of certain individuals who were heavily involved in orchestrating or supporting the July 2022 nomination efforts—many of whom the Company believes continue to be actively involved in the 2023 nominations efforts.

As just one example, the Jorgl Notice failed to disclose the involvement of Mr. Chioini’s long-time business associate, convicted felon Michael Xirinachs, who was sentenced to three years of probation and ordered to pay $353,000 in restitution after he pleaded guilty in June 2022 to wire fraud charges involving fraudulent securities trading and promotion, material misrepresentations to investors, and the misuse of funds. Despite the Jorgl Notice and the additional soliciting materials filed by Mr. Jorgl’s group with the SEC on July 21 and August 16, 2022 omitting any reference to Mr. Xirinachs as a participant in the solicitation or nomination efforts, the Company later learned he was involved in planning, funding, and developing legal strategies for the July 2022 nomination efforts publicly led by Mr. Jorgl. Messrs. Chioini and Xirinachs—neither of whom are AIM stockholders—agreed to jointly fund the July 2022 nomination efforts and related litigation, and Mr. Jorgl would not be responsible for any of the costs of those efforts. Messrs. Chioini and Xirinachs ultimately became responsible for $2 million in related expenses. According to the Purported Nomination Notice, as of August 2023, Messrs. Chioini and Xirinachs still owed approximately $1.3 million to legal counsel Baker & Hostetler LLP (“BakerHostetler”) and other advisors. The Purported Nomination Notice also stated that Messrs. Chioini and Xirinachs were on a payment plan with BakerHostetler for the outstanding expenses from the July 2022 nomination efforts and related litigation and that Mr. Chioini has attempted to persuade Mr. Xirinachs to pay his share of the expenses. Messrs. Kellner, Deutsch and Chioini have stated that they intend to seek to have AIM pay or reimburse all of those expenses for the failed 2022 nomination efforts if they are elected.

Efforts of Ted Kellner and Todd Deutsch at AIM

The Company learned from the discovery materials in the 2022 Delaware Litigation that, since at least October 2021, Messrs. Deutsch and Kellner have communicated about the Company regarding plans and proposals to, among other things, materially change the Company’s business and corporate structure and to change the present Board and management team. According to the Purported Nomination Notice, Messrs. Deutsch and Kellner have had a “strong business and personal relationship for the past 25-plus years” and have invested in the same companies on numerous occasions.

The Company learned through the 2022 Discovery Process that Mr. Kellner emailed Mr. Deutsch on November 4, 2021 to ask, “Have you and Franz [Tudor] drafted the letter we were intending to send to the AIM management team?” Accordingly, the Company believes that Messrs. Deutsch, Kellner and Tudor have been actively working together with respect to the Company since at least Fall 2021 in an attempt to effect a change in, or influence, the control of the Company.

The Company estimates that by mid-December 2021, Messrs. Deutsch and Kellner had acquired aggregate beneficial ownership over more than 5% of the AIM common stock. However, they did not file a Schedule 13D reporting greater than 5% ownership until Summer 2023.

By Spring 2022, Mr. Deutsch was frequently forwarding e-mails regarding AIM to and from each of Mr. Kellner and Franz Tudor within minutes of receipt. Messrs. Deutsch and Tudor have known each other for over 15 years, having worked together at the Galleon Group (“Galleon”) hedge fund in the 2000s. Galleon, a multi-billion-dollar New York hedge fund, was at the center of a 2009 insider trading scandal that led to the shuttering of Galleon and more than 50 convictions and guilty pleas as part of a wide-ranging insider trading probe. Mr. Deutsch—the head trader at the Galleon Captain’s Fund—left Galleon around June 2008. While Mr. Tudor departed Galleon before Mr. Deutsch’s departure, Mr. Tudor became ensnared in the Galleon insider trading probe. Subsequently, Mr. Tudor pleaded guilty to conspiracy to commit securities fraud and cooperated with investigators, including by wearing a recording device to tape conversations with his alleged insider trading co-conspirators. The SEC issued an injunction against Mr. Tudor that permanently enjoined him from, among other things, engaging in certain activities related to “penny stocks”. Like a number of other SEC injunctions issued at the time, the SEC injunction against Mr. Tudor 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 against Mr. Tudor remains in force.

On April 19, 2017, with2022, the day after Mr. Lautz submitted the Lautz Proposal, Mr. Deutsch emailed Mr. Kellner a profile on the Company’s business, prospects and clinical studies to be used for pitching investors to invest in AIM. Through the 2022 Discovery Process, the Company received a copy of Mr. Kellner’s notes on that email that included a handwritten note saying “what do we own? 15 – 18%?” in apparent reference to an anticipated meeting date in August 2017.undefined group of AIM stockholders’ aggregate beneficial ownership over shares of AIM common stock. Mr. Kellner also wrote notes suggesting that he believed Mr. Tudor had written the contents of Mr. Deutsch’s April 19, 2022 email.

PursuantAfter the first person Mr. Tudor chose to be the “face” of his takeover effort, Mr. Lautz, failed in his attempt to nominate Messrs. Chioini and Ring in April 2022, Mr. Tudor updated Mr. Deutsch on the renewed efforts and arrangements being made for a proxy fight at the 2022 Annual Meeting and the need for funding assistance. As Mr. Tudor scrambled to line up a second nomination attempt, he wrote a June 2, 2022 email to Mr. Deutsch, saying “If you would like to send to Ted [Kellner]. . . . I have 2 strong candidates to run and get control of the [Board]. . . . I have a shareholder who is will[ing] to have their name as the lead but so far have not been able to find anyone to front the $150K.” Mr. Deutsch promptly forwarded the email to Mr. Kellner.

On June 16, 2022, an outside counsel of the Company sent a letter to Messrs. Deutsch and Kellner, notifying them of the Company’s serious concerns that they were violating federal securities laws, including Section 13(d) of the Exchange Act, and seeking proof of their ownership and the ownership of any other members of their 13D group. The Company received a copy of Mr. Kellner’s handwritten notes on a copy of that letter through the 2022 Discovery Process. The notes included a list of Mr. Kellner’s written-down questions, including “Proceed w/ vote new board?” and “[I] thought collectively we had 20%?”

By the time that Mr. Jorgl submitted the Jorgl Notice on July 8, 2022, Messrs. Kellner and Tudor were in direct communication with each other about the nomination efforts.

On July 9, 2022—before Mr. Jorgl’s purported nominations under the Jorgl Notice were made public—Messrs. Kellner and Tudor had a call during which Mr. Tudor updated Mr. Kellner on the effort to nominate two director candidates to take control of the Board and Company. Mr. Kellner took notes on the call, writing “Franz [Tudor] submitted 2 new directors on Friday July 8th: 1. Mike Rice 2. Rob Chioini”.

On July 15, 2022, the Company filed a lawsuit against Messrs. Chioini, Deutsch, Jorgl, Kellner, Lautz, Rice and Tudor in the Federal District Court for the Middle District of Florida, seeking (1) a declaration that these defendants violated Section 13(d) of the Exchange Act; and (2) an injunction forcing the defendants to remedy their ongoing violations of federal securities law (the “Federal Securities Action”).

As noted above, on July 29, 2022, Mr. Jorgl brought suit (the 2022 Delaware Litigation) against the Company and its directors in the Delaware Court of Chancery after the Board rejected Mr. Jorgl’s nomination notice due to its failure to comply with the Company’s bylaws.

According to the Purported Nomination Notice, around October 2022, Mr. Deutsch hired Mr. Tudor to provide “part-time back-office support services” to Mr. Deutsch because “he needed a job and has limited resources”. To the Company’s knowledge, Mr. Tudor is still employed by Mr. Deutsch.

After the Delaware Court of Chancery denied Mr. Jorgl’s motion for preliminary injunction in the 2022 Delaware Litigation, Mr. Kellner attended the 2022 Annual Meeting in person and briefly spoke with representatives of the Company, including Chief Executive Officer Thomas K. Equels and Chief Operating Officer and General Counsel Peter W. Rodino III.

On November 9, 2022, AIM filed an amended complaint in the Federal Securities Action, providing additional information about the defendants’ failures to comply with federal securities law. On the same day, AIM also issued a press release announcing the initiation of a process to identify two additional directors with a focus on diverse candidates who possess biotechnology commercialization experience and a plan to engage a nationally recognized independent compensation consultant to evaluate the Company’s current executive compensation plans. The Compensation Committee did not ultimately engage a second compensation consultant and instead requested that its previously engaged, nationally recognized compensation consultant conduct a new assessment of the Company’s executive compensation as further described on page [●].

On November 13, 2022, representatives of BakerHostetler delivered a letter on behalf of their clients Messrs. Chioini and Rice, recommending that the Board “appoint Mr. Chioini and Mr. Rice to the Board and appropriate committees promptly.”

On November 23, 2022, Walter Lautz filed a motion to dismiss AIM’s amended complaint in the Federal Securities Action. Messrs. Deutsch and Kellner, along with the former’s family office, filed their own motion to dismiss on November 23, 2022.

On a December 5, 2022 call between a representative of BakerHostetler and a representative of the Company’s outside counsel Potter Anderson & Corroon LLP (“Potter Anderson”), the representative of BakerHostetler communicated the view of Messrs. Chioini and Rice that if an agreement on mutually agreeable director candidates to join the Board could not be reached between the Company and Messrs. Chioini and Rice before the December 2022 holidays, then BakerHostetler’s clients Chioini and Rice planned to conduct a proxy contest in 2023 and would be “better organized next year” and were “ready to come out guns blazing.”

On December 14, 2022, AIM responded to Messrs. Lautz’s, Deutsch and Kellner’s motions to dismiss in the Federal Securities Action.

On January 20, 2023, Mr. Jorgl filed a motion to dismiss AIM’s amended complaint in the Federal Securities Action. In relevant part, Mr. Jorgl attested that he transferred his 1,000 shares in AIM to an undisclosed third party (whose name he redacted in court filings), the day before filing his motion, which he contended mooted AIM’s claims against him. AIM responded to Mr. Jorgl’s motion on February 10, 2023.

On March 28, 2023, the Board adopted the Restated and Amended Bylaws all stockholder proposals may be brought before an annual meeting of stockholders only upon timely notice thereof, in writing,(the “Bylaws”) and appointed Nancy K. Bryan to the SecretaryBoard as an independent director of the Company. ToThe Board determined that updating AIM’s bylaws was advisable following the July 2022 nominations efforts of Mr. Jorgl and the other members of the group of individuals publicly fronted by him attempted to evade and circumvent the requirements of AIM’s advance notice bylaws, including that group’s efforts to actively conceal the significant role and involvement of two felons in the scheme. The bylaw amendments included, among other things, updates to the advance notice provision to ensure the provision was consistent with prevailing norms for publicly traded corporations and would be timely,less susceptible to attempts to circumvent the bylaws and conceal material information from the Board and the Company’s stockholders. The amendments set forth in the Bylaws were summarized in and attached to the Company’s Annual Report for the fiscal year ended December 31, 2022 on Form 10-K filed with the SEC on March 31, 2023.

Also on March 31, 2023, the magistrate judge in the Federal Securities Action recommended denying Mr. Lautz’s and Messrs. Deutsch and Kellner’s motions to dismiss on all grounds. The magistrate judge also recommended dismissing the Company’s claims against Mr. Jorgl based on his transfer of shares to an unidentified third party.

The 2023 Nomination Efforts

On July 24, 2023, representatives of BakerHostetler, who had represented Messrs. Jorgl, Chioini, Rice, and Xirinachs, among others, in the July 2022 nomination efforts and were now representing Mr. Kellner (among others), requested copies of the Company’s director and officer questionnaire (the “D&O Questionnaire”) and written representation and agreement, each as required by the Bylaws to be submitted in connection with a stockholder’s notice, for all stockholder proposals other than the nomination of director candidates to the Board.

On July 27, 2023, Messrs. Deutsch and Kellner filed a Schedule 13D (the “Initial 13D”) with the SEC, disclosing beneficial ownership in the aggregate of approximately 6.5% of the outstanding Common Stock. In the Initial 13D, they disclosed, among other things, their group’s intention to nominate individuals for election to the Board at the 2023 Annual Meeting.

On July 31, 2023, the Company furnished copies of the D&O Questionnaire and the written representation and agreement to representatives of BakerHostetler.

On August 3, 2023, the day before the deadline to submit stockholder nominations under the Bylaws, representatives of BakerHostetler delivered a letter (the “Purported Nomination Notice”) to the Company on behalf of Mr. Kellner, dated as of August 4, 2023, purporting to provide notice of Mr. Kellner’s intent to nominate Messrs. Chioini, Deutsch and Chioini for election to the Board at the 2023 Annual Meeting. This represented the third attempt to nominate Mr. Chioini for election to the Board in under 16 months. In addition, the Purported Nomination Notice, among other things, stated that Messrs. Deutsch and Kellner’s group intended to seek reimbursement from the Company of the costs incurred in connection with the 2023 nominations efforts as well as the costs incurred by Messrs. Chioini and Xirinachs in connection with the 2022 Annual Meeting. The Company believes the 2023 nominations efforts are partially motivated by a desire to recoup the significant expenses incurred by Messrs. Chioini and Xirinachs in connection with the unsuccessful 2022 nomination efforts and related litigation—to the detriment and expense of other stockholders.

On August 7, 2023, Messrs. Deutsch and Kellner filed Amendment No. 1 to the Initial 13D, which disclosed the submission of the Purported Nomination Notice.

On August 8, 2023, the Company filed a motion to reconsider the Federal Securities Action. The court had dismissed the Federal Securities Law Action on July 10, 2023 on mootness grounds because the 2022 Annual Meeting, including the election of directors, had already occurred. The Company filed its motion for the court to reconsider the dismissal of the Federal Securities Action because (1) the Initial 13D disclosing Messrs. Deutsch and Kellner’s intention to nominate director candidates for director, shall be deliveredelection at the 2023 Annual Meeting failed to correct the material deficiencies prompting AIM’s initial complaint, (2) Mr. Kellner has since submitted the Purported Nomination Notice, and (3) a number of related activities surrounding the 2023 Annual Meeting occurred in the interim including the threat to run a “better organized” proxy contest in 2023 issued by a representative of BakerHostetler on behalf of its clients Messrs. Chioini and Rice in December 2022. The court denied the Company’s motion to reconsider on September 27, 2023. Separately, Mr. Lautz moved for reconsideration of the court’s order pursuant to the SecretaryPrivate 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 court granted-in-part Mr. Lautz’s motion, postponed ruling on Mr. Jorgl’s motion and scheduled a hearing on November 2, 2023.

The Board held Board meetings on August 8, 2023 and August 21, 2023, with representatives of outside counsel Potter Anderson and Kirkland & Ellis LLP (“Kirkland & Ellis”) present, to discuss the Purported Nomination Notice, including its compliance (or lack thereof) with the requirements of the Bylaws.

On August 14, 2023, representatives of Abrams and Bayliss LLP (“Abrams”), Delaware counsel to Messrs. Deutsch and Kellner, delivered their clients’ demand for books and records (the “220 Demand”) pursuant to Section 220 of the General Corporation Law of the State of Delaware.

On August 21, 2023, representatives of Potter Anderson delivered a letter to representatives of Abrams rejecting many of the requests in the 220 Demand for failing to state a proper purpose and because of the impermissibly broad nature of certain requests. In the letter, the representatives of Potter Anderson noted that the Company would be amenable to providing the requested stocklist materials, subject to the associated payment and entry into a customary confidentiality agreement. Between August 30 and September 14, 2023, representatives of Abrams and Potter Anderson negotiated the confidentiality agreement, which the Company executed on September 14, 2023 and Messrs. Kellner and Deutsch executed on or about September 21, 2023.

At a reconvened Board meeting on August 22, 2023, after careful consideration and Board discussion, the Board unanimously resolved to reject the Purported Nomination Notice on the grounds that it did not comply with the Bylaws and directed representatives of Potter Anderson and Kirkland & Ellis to communicate the rejection to Mr. Kellner and his representatives.

On August 23, 2023, representatives of Potter Anderson delivered a letter (the “Rejection Letter”) on behalf of the Board and Company to representatives of BakerHostetler rejecting the Purported Nomination Notice. The Company also issued a press release announcing the rejection of the Purported Nomination Notice and filed a Form 8-K with the SEC, attaching both the press release and the Rejection Letter as exhibits thereto. The Rejection Letter noted numerous deficiencies and failures to comply with clear Bylaw requirements in the Purported Nomination Notice including, among other things, (1) failures by Mr. Kellner to adequately and accurately describe certain agreements, arrangement and understandings between members of his activist group and certain third parties with respect to the nominations and any nominations made during the past 24 months; (2) failures to comply with numerous requirements of applicable law; and (3) false responses by the purported nominees in their respective D&O Questionnaires, including the failure to disclose adverse recommendations by proxy advisory firms ISS and Glass Lewis with respect to the purported nominees on at least nine separate occasions.

On August 25, 2023, Mr. Kellner filed suit against the principal executive officesCompany and the members of the Board in the Delaware Court of Chancery (the “2023 Delaware Litigation”) seeking a declaratory judgment that, among other things, the Purported Nomination Notice is valid under the Bylaws and the Bylaws were improperly adopted. The Company vigorously opposes the allegations in Mr. Kellner’s complaint and filed the Company’s answer and counterclaims on September 11, 2023. The trial before the Delaware Court of Chancery is scheduled for October 30 through November 1, 2023.

On August 28, 2023, Messrs. Deutsch and Kellner filed Amendment No. 2 to the Initial 13D and issued a press release disclosing the 2023 Delaware Litigation and announcing their intent to proceed with Mr. Kellner’s purported nominations, notwithstanding the Board’s rejection of the Purported Nomination Notice.

On August 31, 2023, representatives of BakerHostetler delivered a letter to the Company, stating the Purported Nomination Notice constituted the notice required from Mr. Kellner by the SEC’s universal proxy rules. That same day, representatives of Kirkland & Ellis delivered a letter to representatives of BakerHostetler putting the firm on notice of potential claims (the “Claims Notice”) that the Company was exploring bringing against believed clients of BakerHostetler for their concerted efforts against the Company. Representatives of BakerHostetler responded to the Claims Notice on September 5, 2023.

On September 14, 2023, representatives of Potter Anderson delivered a letter (the “September 14^th Letter”), on behalf of the Company to representatives of BakerHostetler announcing the Company’s intent to solicit proxies in favor of the election of the following director nominees of the Board at the 2023 Annual Meeting: Stewart L. Appelrouth, Nancy K. Bryan, Thomas K. Equels and William M. Mitchell. The September 14^th Letter indicated that because the Purported Nomination Notice did not less than sixty (60) nor more than ninety (90) days priorconstitute valid notice of nominations pursuant to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, thatBylaws, as indicated in the event thatRejection Letter, Mr. Kellner’s nominations would be disregarded at the annual meeting is called for a date that is2023 Annual Meeting and the Company was therefore not within thirty (30) days before or after such anniversary date,required to comply with the stockholder’suniversal proxy rules. The September 14^th Letter expressly disclaimed the applicability of certain notice in order to be timely must be so received not later thanrequirements under the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever first occurs. To be timely, a stockholder’s notice,SEC’s universal proxy rules with respect to a stockholder proposal for nomination of candidates for director, shall be deliveredMr. Kellner’s purported nominees but indicated that it was being sent solely to reserve the Secretary atCompany’s right to comply with the principal executive offices ofuniversal proxy rules if the Company not less than ninety (90) nor more than one hundred twenty (120) days prioris required to so comply by applicable law, including through the anniversary datedecision of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, the stockholder’s notice in order to be timely must be so received not later than the close of business on the tenth (10thDelaware court.) day following the day on which such notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever first occurs. Provided, however, in the event that the stockholder proposal relates to the nomination of candidates for director and the number of Directors to be elected to the Board of Directors of

On October 10, 2023, the Company at an annual meeting is increased and there is no public announcement byfiled this preliminary proxy statement with the SEC in connection with the 2023 Annual Meeting.

On October 13, 2023, the Dissident Group filed its preliminary proxy statement with the SEC in connection with the 2023 Annual Meeting.

On October 24, 2023, the Company naming all offiled this revised preliminary proxy statement with the nominees for director or specifyingSEC in connection with the size of the increased Board of Directors at least one hundred days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the tenth day following the day on which such public announcement is first made by the Company. All stockholder proposals must contain all of the information required under the Company’s Bylaws, a copy of which is available upon written request, at no charge, from the Secretary. The Company reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.2023 Annual Meeting.

INFORMATION CONCERNING BOARD MEETINGS

The Board of Directors is responsible for the management and direction of HemispherxAIM 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 Directorsdirectors are expected to exercise their business judgment in what they reasonably believe to be the best interests of the Company. In discharging that obligation, Directorsdirectors may rely on the honesty and integrity of the Company’s senior Executivesexecutives and its outside advisers and auditors.

The Board of Directors 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 (“CEO”) and Chief Financial Officer, (“CFO”) as well as reports by other members of Senior Management,senior management, experts and other advisers. Members of the BoardDirectors are expected to personally attend Board meetings in person, unless the meeting is held by teleconference. The Board held sixnine meetings in 20152022 and executed eightsixteen unanimous consents. All Directors then in office were in attendance for the meetings.meetings, as well as for the 2022 Annual Meeting of Stockholders, held on November 3, 2022.

In 2015,2022, the non-employee (independent) members of the Board of Directors met two times with nodirectors did not meet without employee Directorsdirectors or management personnel present. The Interested persons who wish to contact the Lead Independent Director,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 Hemispherx Biopharma,AIM ImmunoTech Inc., 1617 JFK Boulevard, Suite 500, Philadelphia, PA 19103.2117 SW Highway 484, Ocala, Florida 34473. The Office will either forward the original materials as addressed or provide Directorsdirectors with summaries of the correspondence, with the originals available for review at the Directors’directors’ request.

CONDUCT OF THE ANNUAL MEETING

The Chairman of our Board (or any person designated by our Board) has broad authority to conduct the annual meeting of stockholdersAnnual 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 made available at https://aimimmuno.com/stockholder-meeting/ prior to the meeting.Annual 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 may 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. Instructions for submitting questions and making statements will be posted on the virtual meeting website.

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. Both the guidelines and theThe code of conduct areis posted under “Corporate Governance” in the Investors section of our website at http:https://www.hemispherx.net/content/investor/corp_governance.htm.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. The charters of each ofOur Board has four standing committees: the Board’s Audit Committee, the Compensation Committee, the Disclosure Controls Committee, and the Corporate Governance and Nominating CommitteesNomination Committee. The Board also has an Executive Committee, which did not meet in 2022. Each committee operates under a written charter, which are postedavailable on our website.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 K. 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 of Directors 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 chairmanchair of the Committee and is a member of the Committee along with two of our three independent directors, Ms. Bryan, Mr. RodinoAppelrouth 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 2022. On March 28, 2023, Ms. Bryan was appointed as an additional member of this committee.

Compensation Committee

The Compensation Committee consists of the following three 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), Stewart L. Appelrouth and Nancy K. Bryan. On March 28, 2023, Ms. Bryan was appointed as an additional member of this committee.

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 2015,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.”

The Compensation Committee has directly engaged Steven Hall & Partners, LLC (“SH&P”), a nationally recognized independent compensation consultant, as the Company’s independent outside compensation consultant. In November 2022, the Compensation Committee asked SH&P to conduct a new assessment of the Company’s executive compensation programs and how the compensation of the Company’s Chief Executive Officer and Chief Operating Officer compared against comparable companies. SH&P conducted a marketplace assessment and presented a report to the Compensation Committee in December 2022 comparing the compensation of the Company’s Chief Executive Officer and Chief Operating Officer with the executive compensation programs of a five-company comparator group. The comparator group consisted of four clinical stage and one commercial stage pharmaceutical and biotechnology companies with comparable revenues and other comparable financial metrics to AIM. The SH&P report provided an overview of compensation levels for certain executive officer positions in the competitive marketplace and reported that the annual total compensation of the Company’s Chief Executive Officer and Chief Operating Officer ranked second to last and last among the comparator group for those positions, respectively.

This Committee formally met fivefour times in 2022, and all committee members were in attendance for the meetings. Our General Counsel, and Chief Financial Officer and Director of Human Resources support the Compensation Committee in its work. The Compensation Committee is currently composed of Committee Chair, Dr. William M. Mitchell, Director, and Peter W. Rodino III, Esq., Director.

For detailed information on the CompensationCorporate Governance and Nomination Committee and its responsibilities, please see “Compensation Discussion and Analysis” in “COMPENSATION OF EXECUTIVE OFFICERS” below. The Compensation Committee consists of directors, each of whom is “independent” under applicable NYSE MKT rules. The full text of the Compensation Committee Charter, as approved by

In 2022, the Corporate Governance and Nomination Committee is available on our website: http://www.hemispherx.net/content/investor/corp_governance.htm.

Corporate Governance and Nomination Committee

In 2015, the Corporate Governance and Nomination Committee formally met one time.three times. All committee members were in attendance for the meeting.meetings. The Corporate Governance and Nomination Committee consists of Dr. William M. Mitchell Director and Committee Chair(Chair), Nancy K. Bryan and Mr. Peter W. Rodino III, Esq., Director.Stewart L. Appelrouth. On March 28, 2023, Ms. Bryan was appointed as an additional member of this committee.

All of the members of the Committee meet the independence standards contained within the NYSE MKTAmerican Company Guide and the HemispherxAIM’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: http:https://www.hemispherx.net/content/investor/corp_governance.htm.aimimmuno.com/corporate-governance/.

As discussed below, the Committee is responsible for recommending candidates to be nominated by the Board for election by the stockholders or to be appointed by the Board of Directors to fill vacancies consistent with the criteria approved by the Board. It also is responsible for periodically assessing Hemispherx’s Corporate Governance Guidelines and making recommendations to the Board for amendments, recommending to the Board the compensation of Directors, taking a leadership role in shaping corporate governance, and overseeing an annual evaluation of the Board.

The Corporate Governance and Nomination Committee is responsible for (1) assisting the Board in identifying, recommending, assessing, recruiting and selecting candidates who are eligible under the qualification standards set forth in Hemispherx’s Corporate Governance Guidelines to serve as members of the Board.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. The Committee is not limited to any specific process in identifying candidates and will consider candidates suggested by stockholders. In recommending Board candidates, the Committee considers a candidate’s: (1) general understanding of elements relevant to the success of a publicly traded company in the current business environment; (2) understanding of Hemispherx’s business; and (3) diversity in educational and professional background. The Committee also gives consideration to a candidate’s judgment, competence, dedication and anticipated participation in Board activities, experience, geographic location and special talents or personal attributes.

Stockholders who wish to suggest qualified candidates should write to the Corporate Secretary, Hemispherx Biopharma,AIM ImmunoTech Inc., 1617 JKF Blvd., Suite 500, Philadelphia, PA 19103,2117 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;conduct, reporting results with accuracy and transparency;transparency and maintaining full compliance with the laws, rules and regulations that govern the Company’s business. Hemispherx’sAIM’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

In August 2011, our Board formed theThe Disclosure Controls Committee (“DCC”DCC”).  The DCC reports to the Audit Committee and is responsible for procedures and guidelines on managing disclosure information. The full text of the DCC’s Charter, as approved by the Audit Committee, as well as the Corporate Governance and Nomination Committee Charter, is available on our website:http://ir.hemispherx.net/Governance.   In accordance with its Charter, the DCC provides the Audit Committee with a quarterly and year-end process review, presented the results of its activities and made recommendations to improve functionality.

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 Management and the public.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. Wayne S. Springate, Senior Vice PresidentThe 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 Operations acts as the DCC'sCompany that are to be filed with the SEC. Robert Dickey, our CFO, is the DCC’s Investor Relations Coordinator and Chairperson.Chair. The other members of the DCC are Thomas K. Equels asPeter Rodino, our COO and General Counsel; Adam Pascale as Chief Financial Officer;Counsel, William Mitchell, one of our Independent Directors, Dr. David R. Strayer, as Chief Scientific Officer, Diane Young, our Clinical Project Manager, Jodie Pelz, our Director of Finance, and William M. Mitchell as Independent Director. Ann Marie Coverly, Director of HR and Administration Human Resources and Investor Relations Manager, servesserving as the DCC’s Deputy Investor Relations Coordinator since June 2014.  During 2015,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 65 times either telephonically, or electronically.  During 2015, the Committee reviewed 53 separate disclosure items on which each was voted upon by a quorum of two-third DCC members.  Quorum was reached for all items voted uponnumerous occasions in 2015.2022.

Audit Committee and Audit Committee Expert

The Audit Committee of our Board of Directors consists of Peter Rodino III, Committee Chairman, William Mitchell, M.D.Stewart L. Appelrouth (Chair) and Iraj E. Kiani, N.D., Ph.D. Mr. Rodino, Dr. Mitchell, and Dr. Kiani are allas of March 28, 2023, Nancy K. Bryan was appointed as an additional member of the Audit Committee. All three members have been determined by the Board of Directors to be Independent Directors as required under Section 803(2) of the NYSE: MKTAmerican Company Guide and Rule 10A-3 under the Exchange Act. The Board has determined that Mr. RodinoAppelrouth qualifies as an “audit committee financial expert”expert,” as that term is defined by Section 803B(2) of the NYSE: MKTAmerican Company Guide and the rules and regulations of the SEC.

We believe Mr. Rodino, Dr. Mitchell, Mr. Appelrouth and Dr. KianiMs. Bryan 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 (i)(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; (ii)(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 MKTAmerican or the securities laws; (iii)(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; (iv)(5) discuss the financial statements and reports with management including any significant adjustments, management judgments and estimates, new accounting policies and disagreements with management; and (v) review disclosures by ourthe independent registered public accounting firm, concerning relationships with usincluding critical accounting policies and practices, the performance of our independent accountants.

The Audit Committee engagedCompany’s disclosures in the services of a consultantCompany’s Annual Report and any significant financial reporting that arose in 2015 who meets the SEC criteria of a Financial Expert to enhance the current structure and expertisepreparation of the Committee. In 2011, after an extensive search,audited financial statements; and (6) oversee the Audit Committee selected Stewart L. Appelrouth, a Florida and North Carolina licensed Certified Public Accountant to directly support the efforts of the Audit Committee on an as-needed basis. Mr. Appelrouth is a Certified Valuation Analyst, Accredited in Business Valuation and a Diplomate of the American Board of Forensic Accounting. Mr. Appelrouth has a Masters’ Degree in Finance from Florida International University and an undergraduate degree in Business Administration from Florida State University. He is one of the founding partners of Appelrouth Farah & Co., which serves Southern Florida as a full service accounting and international business advisory firm specializing in auditing, domestic and international taxation, litigation support, forensic accounting, fraud examination and business valuation. The Firm is affiliated with MGI, a worldwide association of independent auditing and accounting firms.Disclosure Control Committee. The Audit Committee is currently reviewingauthorized to engage independent counsel and other candidates to facilitateadvisors as it deems necessary.

This Audit Committee formally met six times in 2022 with all committee members in attendance. Our General Counsel and Chief Financial Officer support the current structure and expertiseAudit Committee in its work. The full text of the CommitteeAudit Committee’s Charter, as approved by the Board, is available on our website: www.aimimmuno.com in 2016.the “Investor Relations” tab under “Corporate Governance.”

Audit Committee Report

The primary responsibility of the Audit Committee (the “Committee”) is to assist the Board of Directors in discharging its oversight responsibilities with respect to financial matters and compliance with laws and regulations. The primary methods used by the Audit Committee to fulfill its responsibility with respect to financial matters are:

During 2015, the Audit Committee was composed of three Directors, and the Board has determined that each of those Directors is independent as that term is defined in Sections 121(B)(2)(a) of the NYSE MKT Company Guide. This Committee formally met nine times in 2015 with all committee members in attendance for the meetings. Our General Counsel and Chief Financial Officer support the Audit Committee in its work. The full text of the Audit Committee Charter, as approved by the Corporate Governance and Nomination Committee, is available on our website: http://www.hemispherx.net/content/investor/corp_governance.htm.

In discharging its responsibilities during the last fiscal year relating to internal controls, accounting and financial reporting policies and auditing practices, the Audit Committee discussed with the Company’s independent registered public accountants, RSM US LLP ("RSM"accounting firm, BDO USA, P.A. (“BDO”), the overall scope and process for its audit. The Audit Committee regularly meetsmet with RSM,BDO, with and without Managementmanagement present, to discuss the results of its examinations, the evaluationsconsideration of our internal controls and the overall quality of the Company’s financial reporting.

The Audit Committee also undertook all required discussions with RSMBDO during the 2015 fiscal year ended December 31, 2022 of such matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended, and other standardsthe applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”), rules of the SEC and other applicable regulations. The Audit Committee received from RSMBDO the written and oral disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding RSM’sBDO’s communications with the Audit Committee concerning independence and discussed with RSMBDO the independence of their firm.

The Audit Committee has met and held discussions with Management.management. The Audit Committee has reviewed and discussed with Management Hemispherx’smanagement AIM’s audited consolidated financial statements as of and for the fiscal year ended December 31, 2015,2022, as well as the internal control requirements of the Sarbanes-Oxley Act of 2002.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements referred to above be included in the Company’s Annual Report for the year ended December 31, 2015.2022.

This report is respectfully submitted by the current members of the Audit Committee of the Board of Directors.Board.

Peter W. Rodino, III,

Stewart K. Appelrouth, Committee ChairmanChair

Dr. William M. Mitchell

Dr. Iraj E. Kiani

Special Litigation Committee

On July 23, 2013, pursuant to its authority under its Amended and Restated Bylaws and the Delaware General Corporation Law, the Board created a Special Litigation Committee of the Board of Directors for which Peter Rodino, III, Esq. and Dr. Iraj E. Kiani were appointed as Members. The Board delegated to the Special Litigation Committee the power and authority to investigate the allegations made in a shareholder derivative lawsuit filed in the Delaware Court of Chancery, captioned Kastis v. Carter, et al. No. 8657 (Del. Ch.) (the "Lawsuit") on June 18, 2013, including any allegations made in any subsequent legal action, and to take appropriate action in light of the allegations and the results of the Committee's review, analysis and investigation. Pursuant to Section 141(c) of the Delaware General Corporation Law, the Board delegated to the Special Litigation Committee, to the fullest extent permitted by law, the exclusive power and authority of the Board to take any and all actions it deems necessary or appropriate to accomplish its functions without limitation, including:

This Committee did not formally meet in 2015.Nancy K. Bryan (since March 28, 2023)

Board Leadership Structure and Role in Risk Oversight

The Board evaluates its leadership structure and role in risk oversight on a periodic basis. The Board determines what leadership structure it deems appropriate based on factors such as the experience of the applicable individuals, the current business environment of our Company and other relevant factors. As further discussed below, after considering these factors, the Board and Company made significant changes to its board leadership and role in risk oversight in 2015.

On September 16, 2015, our Board appointed Mr. Peter Rodino as Lead Director. In addition, Mr. Rodino and William Mitchell, M.D., Ph.D.were each appointed to the Compensation Committee and Corporate Governance and Nominating Committee. Mr. Rodino, Dr. Mitchell and Iraj E. Kiani were each appointed to the Audit Committee.

On February 17, 2016, our Board, by majority vote, terminated the employment of Dr. Carter, our Chairman of the Board, Chief Executive Officer and Chief Scientific Officer. As a result, Dr. Carter also is no longer a director. Dr. Mitchell, one of our independent directors, was appointed Chairman of the Board. In recent months, we have been reexamining our fundamental priorities in terms of direction, corporate culture and our ability to fund operations.

On February 19, 2016, our Board of Directors also made several changes to our executive management team in light of the termination of Dr. Carter, to provide effective and competent leadership that will properly position us to achieve our commercial goals and increase stockholder value. In this regard, Adam Pascale was named Chief Financial Officer in addition to his current responsibilities as Chief Accounting Officer. Mr. Pascale has been employed us for 18 years, with more than two decades of public accounting experience and prior public company experience. He earned a Bachelor of Arts degree in Accounting and Finance from Rutgers University. Mr. Pascale served for several years as a CPA prior to joining the Company, and is a member of both the American and the Pennsylvania Institutes of Certified Public Accountants. Mr. Equels, our President, resigned as Chief Financial Officer to make way for Mr. Pascale.

On February 25, 2016, our Board appointed Thomas K. Equels, our current President, as our Chief Executive Officer. In that capacity, he is the principal executive officer of the Company. The Board believes that these changes fosters clear accountability, effective decision-making and consistency in strategy.

Lead Independent Director. In 2015, the Board established a strong, independent, clearly-defined Lead Independent Director and on September 16, 2015, our Board appointed Mr. Peter Rodino as Lead Independent Director for the remainder of this term.

The Lead Independent Director presides at all meetings of the Board at which the Chairman is not present and serves as liaison between the Chairman and the Independent Directors; is involved in establishing the agendas for meetings of the Board of Directors, including the nature of information presented at such meetings; and has the authority to call meetings of the Independent Directors. The role of the Lead Independent Director includes the following duties:

In addition, and on an as needed basis, the Board of Directors holds executive sessions of the Independent Directors to assure effective independent oversight. In 2015, the Independent Directors met in sessions related to the Audit, Compensation and Corporate Governance and Nomination Committees.

The Board is also responsible for oversight of our risk management practices while Managementmanagement is responsible for the day-to-day risk management processes. Our Executive Managementexecutive management team evaluates enterprise risks and shares their assessment of such risks with the Audit Committee or the full Board for oversight. In addition, financial risks and our internal control environment are overseen by the Audit Committee, and the Compensation Committee considers how risks taken by Managementmanagement could impact the value of executive compensation.

Code of Ethics and Business Conduct

Hemispherx’sOur Board of Directors adopted a Code of Ethics and Business Conduct for Officers, (“Code”), Directors, and employees that went into effect on May 19, 2003 and was amended on October 15, 2009.employees. This Code has been presented and reviewed by each Officer, Director,officer, director, employee, agent, and key consultant. You may obtain a copy of this Code by visiting our web sitewebsite at http://www.hemispherx.net/content/investor/corp_governance.htm.www.aimimmuno.com in the “Investor Relations” tab under “Corporate Governance” or by written request to our Office Administratoroffice at 1617 JFK Boulevard, Suite 500, Philadelphia, PA 19103.2117 SW Highway 484, Ocala, FL 34473. Our Board of Directors is required to approve any waivers of the Code for Directors or executive Officers, and we are required to disclose any such waiver in a Current Report on Form 8-K within four business days. On an annual basis, this Code is reviewed and signed by each officer, director, employee, and strategic consultant with none of the amendments constituting a waiver of provision of the Code of Ethics on behalf of our Chief Executive Officer, Chief Financial Officer, or persons performing similar functions.

Stock Ownership Guidelines

In April 2005, the Board of Directors adopted a set of stock ownership guidelines for Directors and Officers. The Board believes that Directors and Officers more effectively represent the interest of Hemispherx’s stockholders if they are stockholders themselves. At this time, all of our Directors and Officers are stockholders and this guideline was adopted to assure that the present Directors and Officers continue to participate as well as future Directors and Officers. The full text of the Stock Ownership Guidelines, as approved by the Board, is available on our website: http://www.hemispherx.net/content/investor/corp_governance.htm.

Communication with the Board of Directors

Interested parties wishing to contact the Board of Directors of the Company may do so by writing to the following address: AIM ImmunoTech Board of Directors, c/o Thomas K. Equels,Peter W. Rodino III, Corporate Secretary, 2601 S. Bayshore Dr., Suite #600, Miami, FL 33133.2117 SW Highway 484, Ocala, Florida 34473. All letters received will be categorized and processed by the Corporate Counsel or Secretary and then forwarded to the Company’s Board of Directors.Board.

Director Attendance at Annual Meetings of Stockholders

Directors are encouraged, but not required, to attend the Annual Meeting absent unusual circumstances, although we have no formal policy on the matter. The Directors, whoAll of the directors attended the 20152022 Annual Meeting, were Dr. Carter, Mr. Equels, Dr. Mitchell and Mr. Rodino.Meeting.

INFORMATION CONCERNING EXECUTIVE OFFICERS

The following sets forth biographical information about each of our Executive Officersexecutive officers as of the date of this report:

THOMAS K. EQUELS, M.S., J.D., has been a director and serves as our Executive Vice Chairman (since 2008), Chief Executive Officer (since 2016) and President (since 2015). Mr. Equels was the owner of, and former President and Managing Director of, the Equels Law Firm headquartered in Miami, Florida that focused on litigation. For biographical information about Thomas K.over a quarter century, Mr. Equels please seerepresented national and state governments as well as companies in the discussion underbanking, insurance, aviation, pharmaceutical and construction industries. Mr. Equels received his Juris Doctor degree with high honors from Florida State University. He received his Bachelor of Science, summa cum laude, from Troy University and also obtained his Masters’ of Science Degree from Troy University. Mr. Equels began his professional career as a military pilot. He served in Vietnam and was awarded two Distinguished Flying Crosses, the heading “Proposal No. 1 Election of Directors”.Bronze Star, the Purple Heart, and fifteen Air Medals. In 2012, he was Knighted by Pope Benedict.

DAVID R. STRAYER, M.D.PETER W. RODINO, III, Esq., was a director of the Company from July 2013 until September 30, 2016, when Mr. Rodino resigned as a member of our Board to permit him to serve AIM in a new capacity. Effective October 1, 2016, AIM retained Mr. Rodino as Executive Director for Governmental Relations, and as General Counsel and, as of October 16, 2019, Mr. Rodino assumed the role of Chief Operating Officer. Mr. Rodino has been AIM’s Secretary since November 2016. Mr. Rodino has broad legal, financial, and executive experience. In addition to being President of Rodino Consulting LLC and managing partner at several law firms during his many years as a practicing attorney, he served as Chairman and CEO of Crossroads Health Plan, the first major Health Maintenance Organization in New Jersey. He also has had experience as an investment executive in the securities industry and acted as trustee in numerous Chapter 11 complex corporate reorganizations. Previously, as founder and president of Rodino Consulting, Mr. Rodino provided business and government relations consulting services to smaller companies with a focus on helping them develop business plans, implement marketing strategies and acquire investment capital. Mr. Rodino holds a B.S. in Business Administration from Georgetown University and a J.D. degree from Seton Hall University.

ROBERT DICKEY, IV has been our Medical DirectorChief Financial Officer since 1986. On February, 19, 2016, Dr. Strayer was appointed as Chief Scientific Officer upon Dr. Carter’s termination. HeApril 4, 2022. Mr. Dickey has more than 25 years of experience in C-suite financial leadership for life science and medical device companies, both private and public, ranging from preclinical development to commercial operations and across a variety of disease areas and medical technologies. Mr. Dickey has served as Professor of MedicineManaging Director at the Medical College of PennsylvaniaForesite Advisors since March 2020 assuming responsibility for CFO advisory, financial analysis, capital raising, and Hahnemann University. Dr. Strayer is Board Certified in Medical Oncologytransactional support/execution for public offerings and Internal Medicine with research interests in the fields of cancerM&A services at life science companies and immune system disorders. He haswas previously a Managing Director at Danforth Advisors from August 2018 to March 2020. Both Foresite Advisors and Danforth Advisors provide financial support and investment advisory services. Mr. Dickey served as principal investigator in studies funded bya member on the Leukemia Societyboard of America, the American Cancer Society, and the National Institutes of Health. Dr. Strayer attended the School of Medicinedirectors at the University of California at Los Angeles where he received his M.D. in 1972.

WAYNE S. SPRINGATE was promotedEmmaus Life Sciences, a biopharmaceutical company, from July 2019 to Senior Vice President of Operations on May 1, 2011. Mr. Springate joined Hemispherx in 2002 as Vice President of Business Development when Hemispherx acquired Alferon N Injection® and its New Brunswick, NJ manufacturing facilities. He led the consolidation of our Rockville facility to our New Brunswick location as well as coordinated the relocation of manufacturing polymers from South Africa to our production facility in New Brunswick. He was also responsible for preparing and having a successful Preapproval Inspection by the FDA for our New Brunswick manufacturing plant in connection with the filing of our Ampligen® NDA. Currently he is managing a capital improvement budget to enhance our Alferon® facility in accordance with cGMP. Previously, Mr. SpringateAugust 2022; served as President for World Fashion Concepts in New York and oversaw operations at several locations throughout the United States and overseas. Mr. Springate assists the CEO in details of operations on a daily basis and is involved in all aspects of manufacturing, warehouse management, distribution and logistics.

ADAM PASCALE was promoted to Chief Financial Officer on February 22, 2016. He will continue to be the Company’s Chief Accounting Officer. Mr. Pascale has been employed with Company for 18 years, with more than two decades of public accounting experience and prior public company experience. He earned a Bachelor of Arts degree in Accounting and Finance from Rutgers University. Mr. Pascale served for several years as a CPA prior to joining Hemispherx, and is a member on the board of both the Americandirectors at Sanuthera, Inc., a privately held medical device company, from 2013 to 2017, and the Pennsylvania Institutes of Certified Public Accountants. Thomas K. Equels, President of the Company, resignedwas employed as Chief Financial Officer of Motif Bio Plc., a NASDAQ and London AIM exchange-listed antibiotics company, from January 2017 to make way forFebruary 2018. Earlier in his career, Mr. Pascale.Dickey spent 18 years in investment banking, primarily at Lehman Brothers, with a background split between mergers and acquisitions and capital markets transactions. Mr. Dickey was a senior vice president of the Company from 2008 until 2013. Throughout his career he has demonstrated C-level (CFO, COO and CEO) and Board level experience in public, private, revenue stage and development stage life sciences and medical device companies and has played a leading role in two start-ups. His prior career as an investment banker included 14 years at Lehman Brothers. Mr. Dickey is experienced in all stages of the business lifecycle, including start-up, high-growth and turnarounds, and in building businesses and achieving an exit. He also has international experience, expertise in public and private financings, M&A, partnering/licensing transactions, project management and Chapter 11 reorganizations, as well as interacting with boards, VC’s, shareholders and Wall Street. Dickey has an MBA from The Wharton School and an AB from Princeton University.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Review, Approval or Ratification of Transactions with Related Persons

Our policy is to require that any transaction with a related party required to be reported under applicable SEC rules, other than compensation related matters and waivers of our code of business conduct and ethics, be reviewed and approved or ratified by a majority of independent, disinterested Directors. We have adopted procedures in which the Audit Committee shall conduct an appropriate review of all related party transactions for potential conflict of interest situations on an annual and case-by-case basis with the approval of this Committee required for all such transactions.

We have employment agreements with certain of our executive officers and have granted such Officers and Directors options and warrants to purchase our common stock, as discussed under the heading “Stock Options” below.

For his Board fees, Dr. William A. Carter, Hemispherx’ former Chief Executive Officer, received approximately $182,000, $182,000 and $180,000 for 2015, 2014 and 2013, respectively, classified as general and administrative expense. Dr. Carter also received consulting fees of approximately $332,000, $415,000 and $327,000 for 2015, 2014 and 2013, respectively, classified as research and development expense. For the years ended 2015, 2014 and 2013, compensation was granted or paid related to the Executive Performance Incentive Program related to the ATM, as set forth in Section 3(c)(ii) of his Employment Agreement, for approximately $262,000, $641,000, and $12,000 to Dr. Carter. Dr. Carter's compensation related to this program was classified entirely as research and development.

In 2012, William Kramer was hired as a Clinical Research Associate. Mr. Kramer is the Son-In-Law of Dr. William A. Carter, and was paid approximately $0, $68,000 and $70,000 in 2015, 2014 and 2013, respectively. Additionally, on an as-needed basis, the Company utilized the services of Kramer Environmental Management, Inc. to develop standard operating procedures, compliance assessments, testing and obtain permits related to environmental issues.

Katalin Kovari, M.D. was paid approximately $26,000, $27,000 and $26,000 in 2015, 2014 and 2013, respectively for her part-time services to the Company as Assistant Medical Director. Dr. Kovari is the spouse of William A. Carter, CEO.

Since 2011, Peter Kovari was utilized as a part-time independent contractor for Hemispherx Biopharma Europe to undertake projects as a Clinical Programmer. Mr. Kovari is the nephew of Dr. Katalin Kovari and was paid approximately $11,000, $18,000 and $22,000 in 2015, 2014 and 2013, respectively.

Thomas Equels was elected to the Board of Directors at the Annual Stockholders Meeting on November 17, 2008 and joined the Company as General Counsel effective June 1, 2010. Mr. Equels had provided external legal services for several years through May 31, 2010 and Equels Law Firm continues to support the Company. In 2015, 2014 and 2013, the Company paid Equels Law Firm approximately $42,000, $303,000 and $181,000, respectively, for services rendered. Upon analysis in the Fall of 2011 by the Audit Committee’s Financial Expert, it was deemed that the hourly rates charged by Equels Law to the Company were reasonable when compared to the fee structure of a possible arms-length transaction from comparable firms in practice in the same market and of the similar size. The hourly rate fees from Equels Law Firm remained the same for 2013, 2014 and 2015. For his Board fees, Mr. Equels received approximately $182,000, $182,000 and $180,000 for 2015, 2014 and 2013, respectively. In December 2012, with the approval of the Audit Committee, the Company began renting an office at Equels Law Firm for $3,000 per month for dedication to and utilization by Hemispherx personnel, other than Mr. Equels. For 2015, 2014 and 2013, the Company paid Equels Law Firm $0, $0 and $36,000, respectfully, for office rent based on a proration of the Firm’s current leasing fee less the cost for common area.

For the years ended 2015, 2014 and 2013, compensation was granted or paid related to the Executive Performance Incentive Program related to the ATM, as set forth in Section 3(c)(ii) of his Employment Agreement, for approximately $262,000, $641,000, and $12,000 to Mr. Equels. Mr. Equels' compensation related to this program was classified entirely as general and administrative expense.

COMPLIANCE WITHDELINQUENT SECTION 16(a) OF THE EXCHANGE ACT16(A) REPORTS

Section 16(a) of the Exchange Act requires our Officersdirectors, officers and Directors, and persons who ownbeneficial owners of more than ten10 percent of a registered class of equity securities,the Company’s common stock to file reports of beneficial ownership and reports of changes in beneficial ownership with the Securities and Exchange Commission reflecting their initial positionSEC. Such persons are required by SEC regulations to furnish the Company with copies of ownership on Form 3 and changes in ownership on Form 4 or Form 5.all Section 16(a) reports they file. Based solely on a review of the copies of such Forms 4 and 5reports received by us, we believe thatthe Company, and on written representations from certain reporting persons, the Company believes the persons subject to Section 16(a) reporting complied with applicable SEC filing requirements during the fiscal year ended December 31, 2015, all2022.

OTHER MATTERS

Solicitation of Proxies

The Company will bear the costs of calling and holding the Annual Meeting and the Board’s and other participants’ solicitation of proxies therefor. These costs will include, among other items, the expense of preparing, assembling, printing, and mailing the proxy materials to stockholders of record and beneficial owners and reimbursements paid to brokerage firms, banks, and other fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy materials to stockholders and obtaining voting instructions of beneficial owners. In addition to soliciting proxies by mail, directors, officers, and certain regular employees may solicit proxies on behalf of the Board, without additional compensation, personally or by telephone. The regular employees will be administrative personnel. We may also solicit proxies by e-mail from stockholders who are our employees or who previously requested to receive proxy materials electronically. As a result of the potential proxy solicitation by the Dissident Group, we may incur additional costs in connection with our solicitation of proxies. The Company has retained Morrow Sodali to solicit proxies. Under our agreement with Morrow Sodali, Morrow Sodali will receive a fee of up to $125,000 plus the reimbursement of reasonable expenses. Morrow Sodali expects that approximately 15 of its employees will assist in the solicitation. Morrow Sodali will solicit proxies by mail, telephone, facsimile and/or email. Excluding amounts normally expended by our Company for a solicitation for an election of directors in the absence of a contest and costs represented by salaries and wages of our OfficersCompany’s employees and Directors had compliedofficers, our aggregate expenses, including those of Morrow Sodali, related to our solicitation of proxies are expected to be approximately $[●], of which approximately $[●] has been incurred as of the date of this Proxy Statement. These expenses are expected to include additional fees payable to our proxy solicitor; fees of outside counsel and other advisors to advise our Company in connection with all applicable Section 16(a) filing requirements on a timely basis with regard to transactions occurring in 2015.

COMPENSATION OF EXECUTIVE OFFICERSthe solicitation; and the costs of retaining an independent inspector of election.

If you have any questions or require any assistance in voting your shares, please call:

Morrow Sodali LLC

Stockholders Call Toll Free: (800) 662-5200

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

Stockholder List

The Company’s list of stockholders as of the close of business on the Record Date will be available for inspection by the Company’s stockholders for at least 10 days prior to the Annual Meeting for any purpose germane to the Annual Meeting. If you wish to inspect the stockholder list, please submit your request, along with proof of ownership, by email to Dianne Will at stockholderslist@aimimmuno.com to schedule an appointment during ordinary business hours.

Householding Of Materials

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements. This means that only one copy of this Proxy Statement will be, or may have been, sent to multiple Stockholders in the same household unless we received contrary instructions from any stockholder in that household. We will promptly deliver a separate copy of this Proxy Statement to any stockholder upon written or oral request to: AIM ImmunoTech Inc., 2117 SW Highway 484, Ocala FL 34473, Attention: Secretary or by phone at (352) 448-7797. Any stockholder who wants to receive a separate copy of this Proxy Statement, or of the Company’s proxy statements or annual reports in the future, or any stockholder who is receiving multiple copies and would like to receive only one copy per household, should contact the stockholder’s bank, broker, or other nominee record holder, or the stockholder may contact us at the address and telephone number above.

Deadlines for Notice of Stockholder Actions to be Considered at the 2024 Annual Meeting

Shareholder Proposals under Rule 14a-8

Pursuant to the various rules promulgated by the SEC, stockholders interested in submitting a proposal to be considered for inclusion in our proxy materials and for presentation at the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) may do so by following the procedures set forth in Rule 14a-8 under the Exchange Act. In general, to be eligible for inclusion in our proxy materials, Rule 14a-8 shareholder proposals must be received by the Company’s Corporate Secretary at the Company’s principal executive officers (located at 2117 SW Highway 484, Ocala, Florida 34473) no later than [●].

Stockholder Proposals

Any stockholder of record of the Company who desires to submit a proposal of business (other than shareholder proposals in accordance with Rule 14a-8) for action at the 2024 Annual Meeting must deliver written notice of an intent to make such proposal of business to the Company’s Corporate Secretary at c/o Corporate Secretary, AIM ImmunoTech Inc., 2117 SW Highway 484, Ocala, Florida 34473 no earlier than August 2, 2024 and no later than September 2, 2024. However, if the date of the 2024 Annual Meeting is more than 30 days before or after the anniversary of the date of the prior year’s annual meeting, then such notice must be delivered to the Company’s Secretary no later than the close of business of the 10^th day following the day on which such notice of the date of the 2024 Annual Meeting was mailed or public disclosure of the date of the 2024 Annual Meeting was made, whichever occurs first. Any such notice must also comply with the timing, disclosure, procedural and other requirements as set forth in the Bylaws.

Stockholder Nominations for Director Candidates

Any stockholder of record of the Company who desires to nominate one or more director candidates at the 2024 Annual Meeting or submit a proposal of business (other than shareholder proposals in accordance with Rule 14a-8) for action at the 2024 Annual Meeting must deliver written notice of an intent to make such director nomination and/or make such proposal of business to the Company’s Corporate Secretary at c/o Corporate Secretary, AIM ImmunoTech Inc., 2117 SW Highway 484, Ocala, Florida 34473 no earlier than August 2, 2024 and no later than September 2, 2024. However, if the date of the 2024 Annual Meeting is more than 30 days before or after the anniversary of the date of the prior year’s annual meeting, then such notice must be delivered to the Company’s Secretary no later than the close of business of the 10^th day following the day on which such notice of the date of the 2024 Annual Meeting was mailed or public disclosure of the date of the 2024 Annual Meeting was made, whichever occurs first. Any such notice must also comply with the timing, disclosure, procedural and other requirements as set forth in the Bylaws.

In addition to satisfying the requirements under the Bylaws described in the immediately preceding paragraph, to comply with the universal proxy rules under the Exchange Act, any stockholder who intends to solicit proxies in support of director nominees other than the Board’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act in accordance with the time period set forth immediately above for providing notice of stockholder nominations for director candidates.

Annual Report

Our Annual Report is being furnished together with this Proxy Statement. You can review and download a copy of our Annual Report by accessing our website, https://aimimmuno.com/sec-filings, or stockholders may request paper copies, without charge, by writing to AIM ImmunoTech Inc., 2117 SW Highway 484, Ocala, FL 34473, Attention: Secretary. The Company’s filings with the SEC also are available to the public at the SEC’s website at www.sec.gov. The information on the Company’s website and the SEC’s website are not part of this Proxy Statement.

Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement includes forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict. Words and expressions reflecting optimism, satisfaction or disappointment with current prospects, as well as words such as “believes,” “hopes,” “intends,” “estimates,” “expects,” “projects,” “plans,” “anticipates” and variations thereof, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. The Company’s forward-looking statements are not guarantees of performance, and actual results could vary materially from those contained in or expressed by such statements due to risks, uncertainties and other factors. The Company urges investors to consider specifically the various risk factors identified in its most recent Form 10-K, and any risk factors or cautionary statements included in any subsequent Form 10-Q or Form 8-K, filed with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Proxy Statement. Except as required by law, the Company does not undertake any responsibility to update any forward-looking statements to take into account events or circumstances that occur after the date of this Proxy Statement.

PROPOSALS TO STOCKHOLDERS

PROPOSAL 1

ELECTION OF DIRECTORS

At the Annual Meeting, four directors are to be elected to either serve until the next Annual Meeting of Stockholders or until each director’s respective earlier resignation, removal from office, death or incapacity.

Unless otherwise specified, the enclosed WHITE proxy card will be voted in favor of the election of Nancy K. Bryan, Thomas K. Equels, William M. Mitchell and Stewart L. Appelrouth if you sign and return it. Information is furnished below with respect to all nominees of the Board.

The Board has examined the relationship between each of our non-employee directors and the Company and has determined that each of Ms. Bryan and Messrs. Appelrouth and Mitchell qualifies as an “independent” director under the independence standards of the NYSE American rules and SEC rules. Mr. Equels does not qualify as an independent director because he is the Chief Executive Officer of the Company.

We believe our directors represent a desirable diversity of backgrounds, skills, education and experiences, and they all share the personal attributes of dedication to be effective directors. In recommending Board candidates, Corporate Governance and Nomination Committee considers a candidate’s: (1) general understanding of elements relevant to the success of a publicly traded company in the current business environment; (2) understanding of our business; and (3) diversity in educational and professional background. The Committee also considers a candidate’s judgment, competence, dedication and anticipated participation in Board activities along with experience, geographic location and special talents or personal attributes. The following are qualifications, experience and skills for Board members which are important to AIM’s business and its future:

Leadership Experience: We seek directors who have demonstrated strong leadership qualities. Such leaders bring diverse perspectives and broad business insight to our Company. The relevant leadership experience that we seek includes a past or current leadership role in a large or entrepreneurial company, a senior faculty position at a prominent educational institution or a past elected or appointed senior government position.

Industry or Academic Experience: We seek directors who have relevant industry experience, both with respect to the disease areas where we are developing new therapies as well as with the economic and competitive dynamics of pharmaceutical markets, including those in which our drugs will be prescribed.

Scientific, Legal or Regulatory Experience: Given the highly technical and specialized nature of biotechnology, we desire that certain of our directors have advanced degrees, as well as drug development experience. Since we are subject to substantial regulatory oversight, both here and abroad by the FDA and other agencies, we also desire directors who have legal or regulatory experience.

Finance Experience: We believe that our directors should possess an understanding of finance and related reporting processes, particularly given the complex budgets and long timelines associated with drug development programs.

Each nominee has provided a consent to being named as a nominee of the Board in a proxy statement and stating that such nominee consents to serve if elected as a director, and the Board has no reason to believe that any nominee will be unable to serve. However, if, before the election, any nominee is unable to serve or for good cause will not serve (a situation that we do not anticipate), the proxy holders will vote the proxies for the remaining nominees and for substitute nominees chosen by the Board (unless the Board reduces the number of directors to be elected). If any substitute nominees are designated, we will file an amended proxy statement that, as applicable, identifies each substitute nominee, discloses that such nominee has consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominee required by the rules of the SEC.

The Board recommends using the enclosed WHITE proxy card to vote FOR ALL of the Board’s nominees for director. Ted D. Kellner has notified the Company that he and the other members of the Dissident Group intend to seek your proxy to vote in favor of Mr. Kellner’s purported nominees. Accordingly, you may receive solicitation materials from the Dissident Group seeking your proxy to vote in favor of Mr. Kellner’s purported nominees.

The Company has provided you with the enclosed WHITE proxy card. Our Board recommends that you vote FOR ALL of the nominees proposed by our Board. If you receive any proxy materials other than from the Company, our Board strongly recommends that you DISREGARD any such materials. If you vote, or have already voted, using a proxy card sent to you by Mr. Kellner or another member of the Dissident Group, you have every right to change your vote and we urge you to revoke that proxy by voting FOR ALL of our Board’s nominees by submitting the enclosed WHITE proxy card. Only your latest dated vote will be counted.

The following material contains information concerning the Board’s nominees, including their period of service as a director, their recent employment, other directorships, including those held during the past five years with a public company or registered investment company, age as of the Annual Meeting, and director qualifications relevant to the Board’s determination that each nominee should serve as a director in light of our business as an immuno-pharma company and our structure. The Corporate Governance and Nomination Committee recommended to the Board that it nominate each of Nancy K. Bryan, Thomas K. Equels, William M. Mitchell and Stewart L. Appelrouth for election or re-election as a director at the Annual Meeting. On November 9, 2022, the Company issued a press release announcing the Board’s initiation of a process to identify two additional directors with a focus on diverse candidates who possess biotechnology commercialization experience. Following that announcement and with the Board’s permission, the Company’s Chief Executive Officer Mr. Equels spoke with several individuals whom he believed would meet the Board’s preferred criteria for a new director. Ultimately, Mr. Equels recommended that the Corporate Governance and Nomination Committee and the Board consider Ms. Bryan as a director candidate because she was a highly qualified executive with extensive biotechnology commercialization expertise. After the Corporate Governance and Nomination Committee and the Board completed their customary candidate evaluation processes over the following few months, they determined to appoint Ms. Bryan as a director on March 28, 2023. Mr. Equels and Ms. Bryan became acquainted at life sciences industry events hosted by BioFlorida, Inc., where Ms. Bryan serves as President and Chief Executive Officer, and when Mr. Equels later joined the 30+-member board of directors of BioFlorida. Mr. Equels is not compensated for his service on the board of directors of BioFlorida, which is a member-driven association focused on the advancement of the life sciences industry in the State of Florida.

In addition to the information set forth below, Appendix A sets forth information relating to our directors, nominees for directors, and certain of our officers who may be considered “participants” in our solicitation under applicable SEC rules by reason of their position as directors of the Company, as nominees for directors, or because they may be soliciting proxies on our behalf.

NOMINEES FOR ELECTION AS DIRECTOR

THOMAS K. EQUELS has been a director and serves as the Company’s Executive Vice Chairman (since 2008), Chief Executive Officer (since 2016) and President (since 2015). Mr. Equels was the owner and former President and Managing Director of the Equels Law Firm headquartered in Miami, Florida that focused on litigation. For over a quarter century, Mr. Equels represented national and state governments as well as companies in the banking, insurance, aviation, pharmaceutical and construction industries. Mr. Equels received his Juris Doctor degree with high honors from Florida State University. He received his Bachelor of Science, summa cum laude, from Troy University and also obtained his Master of Science Degree from Troy University. Mr. Equels began his professional career as a military pilot. He served in Vietnam and was awarded two Distinguished Flying Crosses, the Bronze Star, the Purple Heart, and fifteen Air Medals. In 2012, he was Knighted by Pope Benedict. Mr. Equels is a member of the Board of Directors of BioFlorida Inc., a life science industry organization representing 6,700 establishments and research organizations in the biopharmaceutical, medical technology, and bioagriculture sectors that collectively employ 94,000 Floridians.

THOMAS K. EQUELS, Esq. – Director Qualifications:

WILLIAM M. MITCHELL, M.D., Ph.D., has been a director since July 1998 and Chairman of the Board since February 2016. Dr. Mitchell is a Professor of Pathology at Vanderbilt University School of Medicine and is a board-certified physician. Dr. Mitchell earned a M.D. from Vanderbilt and a Ph.D. from Johns Hopkins University, where he served as House Officer in Internal Medicine, followed by a Fellowship at its School of Medicine. Dr. Mitchell has published over 250 papers, reviews and abstracts that relate to viruses, anti-viral drugs, immune responses to viral infection, detection in blood of cancer DNA (i.e., the liquid biopsy), and other biomedical topics. Dr. Mitchell has worked for and with many professional societies that have included the American Society of Investigative Pathology, the International Society for Antiviral Research, the American Society of Clinical Oncology, the American Society of Biochemistry and Molecular Biology, the American Chemical Society, and the American Society of Microbiology. Dr. Mitchell is a member of the American Medical Association. He has served on numerous government review committees, among them the Centers for Disease Control and Prevention (CDC) and the National Institutes of Health, including the initial AIDS and Related Research Review Group. Dr. Mitchell previously served as one of the Company’s directors from 1987 to 1989.

WILLIAM M. MITCHELL, M.D., Ph.D. – Director Qualifications:

STEWART L. APPELROUTH, CPA was appointed as a director of the Company and head of the Audit Committee in August 2016 and has been a certified public accountant and partner at Appelrouth Farah & Co., P.A., Certified Public Accountants and Advisors since he co-founded the firm in 1985. Appelrouth Farah & Co. joined Citrin Cooperman Advisors, LLC in March 2022. Mr. Appelrouth is also a certified forensic accountant and possesses 40 years of experience in Accounting and Consulting. He is a member of or has affiliations with organizations including the AICPA, American College of Forensic Examiners, FINRA Arbitrator, Association of Certified Fraud Examiners, Florida Institute of Certified Public Accountants and InfraGard Member, a national information sharing program between the Federal Bureau of Investigation and the private sector. Mr. Appelrouth graduated from Florida State University in 1975 and received his master’s degree in Finance from Florida International University in 1980.

STEWART L. APPELROUTH – Director Qualifications:

NANCY K. BRYANwas appointed as a director of the Company in March 2023. Ms. Bryan is an established leader with more than 25 years of experience in the life sciences industry. She has served on executive leadership teams and played key roles in companies’ successes, including marketing, sales, business development, financing and communications. Ms. Bryan has served as the President and CEO of BioFlorida Inc., an association supporting the advancement of life sciences in Florida, since 2013. Prior to joining BioFlorida as its President and CEO in 2013, Ms. Bryan began her career with major pharmaceutical companies including Merck, GlaxoSmithKline and Bayer Pharmaceuticals. She then went on to serve in a number of executive leadership positions in specialty pharmaceuticals and smaller, start-up biotech companies, including Indevus Pharmaceuticals and NPS Pharmaceuticals. Throughout her career, Bryan helped develop, launch and commercialize many products including blockbusters (Zantac, Levitra), major biologics (Tysabri) and orphan drugs for rare diseases (Valstar for bladder cancer, Supprelin LA for central precocious puberty), and helped establish franchises in a wide variety of therapeutic areas, including Oncology, Anti-infectives, GI and Autoimmune (MS, CD). She has established a successful track record introducing strategic and tactical solutions to develop global markets as well as launch, grow and turn around established and underperforming drugs, resulting in greater revenue, market share, profitability and stockholder value. Additionally, Ms. Bryan has been recognized for outstanding leadership experience in the specialty, biologics and primary care markets, establishing franchises in a wide variety of therapeutic areas, including Oncology, GI, Urology, Endocrinology, Cardiology, Vaccines, Anti-infectives and Autoimmune (IBD, MS, RA).

Ms. Bryan holds a BA in Economics from the University of Virginia and an MBA from Columbia University, and her academic honors include Phi Beta Kappa and Beta Gamma Sigma.

NANCY K. BRYAN – Director Qualifications:

THE BOARD RECOMMENDS A VOTE “FOR ALL” OF THE BOARD’S NOMINEES (NANCY K. BRYAN, THOMAS K. EQUELS, WILLIAM M. MITCHELL AND STEWART L. APPELROUTH) TO BE ELECTED TO SERVE AS DIRECTORS ON THE BOARD.

PROPOSAL 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board, upon the recommendation of the Audit Committee, has appointed the firm of BDO USA, P.A. to serve as the independent registered public accounting firm of AIM for the fiscal year ending December 31, 2023. BDO has served as our independent registered public accounting firm since January 19, 2021. Our Bylaws do not require that the stockholders ratify the appointment of BDO as our independent registered public accounting firm. However, as a matter of good corporate practice, the Board is requesting that the stockholders ratify the appointment of BDO as a means of soliciting stockholders’ opinions.

All audit and professional services are approved in advance by the Audit Committee to assure such services do not impair the auditor’s independence from us. The total fees by BDO for 2022 were $517,000, and total fees for 2021 were $485,000.

The following table shows the aggregate fees for professional services rendered during the year ended December 31, 2022.