Certificate of Incorporation/Bylaws Form 8 K

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As noted in the Company's Current Report on Form 8-K filed with the Commission on July 15, 2024, the Company reviewed the Opinion of the Delaware Supreme Court (Kellner v. AIM ImmunoTech Inc., 2024 WL 3370273), and planned to amend its bylaws.

On July 31, 2024, the Company adopted Restated and Amended Bylaws. The Restated and Amended Bylaws revise the prior Bylaws by (i) removing or revising provisions in Section 1.4 of the prior Bylaws (the advance notice portion of the Bylaws) deemed unenforceable or invalid by the Delaware Supreme Court, (ii) revising other portions of Section 1.4 to ensure that the Company's advance notice bylaws are otherwise appropriately tailored to further the intended procedural and informational functions of the advance notice bylaws, including in view of guidance from the Delaware Court of Chancery and Delaware Supreme Court in their opinions in the Kellner litigation, and (iii) making other conforming and clarifying changes to the prior Bylaws.

In addition, the Restated and Amended Bylaws add that, in the case of the Company's 2024 annual meeting of stockholders, a Noticing Stockholder's notice of nominations or proposed business shall also be considered timely if it is delivered to the Company's Secretary at the principal executive offices of the Company not later than the Close of Business on September 13, 2024.