Statement of Ownership (sc 13g)
31 Enero 2020 - 12:46PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No.___)*
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AIM ImmunoTech
Inc.
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(Name of Issuer)
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Common Stock,
par value $0.001 per share
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(Title of Class of Securities)
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00901B105
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(CUSIP Number)
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December
31, 2019
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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ý
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 8 Pages)
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______________________________
*The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
1
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NAME OF REPORTING PERSON
Hudson Bay Capital Management LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
917,198 shares of Common Stock issuable upon exercise
of warrants* (see Item 4)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
917,198 shares of Common Stock issuable upon exercise
of warrants* (see Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
917,198 shares of Common Stock issuable upon exercise
of warrants* (see Item 4)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%* (see Item 4)
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12
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TYPE OF REPORTING PERSON
PN
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* As more fully described in Item 4, these shares of Common Stock
are issuable upon exercise of warrants. The warrants are subject to a 9.99% beneficial ownership blocker and the percentage set
forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) give effect to such blocker.
1
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NAME OF REPORTING PERSON
Sander Gerber
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
917,198 shares of Common Stock issuable upon exercise
of warrants* (see Item 4)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
917,198 shares of Common Stock issuable upon exercise
of warrants* (see Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
917,198 shares of Common Stock issuable upon exercise
of warrants* (see Item 4)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%* (see Item 4)
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12
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TYPE OF REPORTING PERSON
IN
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* As more fully described in Item 4, these shares of Common Stock
are issuable upon exercise of warrants. The warrants are subject to a 9.99% beneficial ownership blocker and the percentage set
forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) give effect to such blocker.
Item 1(a).
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NAME OF ISSUER:
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The name of the issuer is AIM ImmunoTech Inc., a Delaware corporation (the "Company").
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Item 1(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
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The Company's principal executive offices are located at 2117 SW Highway 484, Ocala FL 34473.
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Item 2(a).
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NAME OF PERSON FILING:
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This statement is filed by Hudson Bay Capital Management LP (the "Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are collectively referred to herein as "Reporting Persons."
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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The address of the business office of each of the Reporting Persons is 777 Third Avenue, 30th Floor, New York, NY 10017.
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Item 2(c).
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CITIZENSHIP:
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The Investment Manager is a Delaware limited partnership. Mr. Gerber is a United States citizen.
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Item 2(d).
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TITLE OF CLASS OF SECURITIES:
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Common Stock, par value $0.001 per share (the "Common Stock").
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Item 2(e).
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CUSIP NUMBER:
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00901B105
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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¨
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Employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
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(g)
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ý
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Parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
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(h)
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Savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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Church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please
specify
the type of institution:
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Item 4.
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OWNERSHIP
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The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
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The Company's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2019 filed with the Securities and Exchange Commission on November 14, 2019, discloses that the total number
of outstanding shares of Common Stock as of November 12, 2019 was 8,263,964. The percentage set forth on row (11) and the number
of shares of Common Stock set forth on rows (6), (8) and (9) of the cover page for each Reporting Person are based on the Company's
total number of outstanding shares of Common Stock and assume the exercise of warrants held by Hudson Bay Master Fund Ltd. (the
"Securities"), subject to the 9.99% Blocker (as defined below).
Pursuant to the terms of the Securities, the Reporting Persons cannot
exercise such Securities if the Reporting Persons would beneficially own, after such exercise, more than 9.99% of the outstanding
shares of Common Stock (the "9.99% Blocker"). The percentage set forth on row (11) and the number of shares of
Common Stock set forth on rows (6), (8) and (9) of the cover page for each Reporting Person give effect to the 9.99% Blocker. Consequently,
at this time, the Reporting Persons are not able to exercise all of the Securities due to the 9.99% Blocker.
The Investment Manager serves as the investment
manager to Hudson Bay Master Fund Ltd., in whose name the Securities are held. As such, the Investment Manager may be deemed to
be the beneficial owner of all shares of Common Stock, subject to the 9.99% Blocker, if any, underlying the Securities held by
Hudson Bay Master Fund Ltd. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner
of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities.
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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Not applicable.
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not applicable.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable.
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not applicable.
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Each of the Reporting Persons hereby makes the following certification:
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By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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SIGNATURES
After reasonable
inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
DATE: January 31, 2020
HUDSON BAY CAPITAL MANAGEMENT LP
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By: /s/ Sander Gerber
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Name: Sander Gerber
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Title: Authorized Signatory
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/s/ Sander Gerber
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SANDER GERBER
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EXHIBIT I
JOINT FILING AGREEMENT
The undersigned acknowledge
and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional
joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and
for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
DATED as of January 31, 2020
HUDSON BAY CAPITAL MANAGEMENT LP
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By: /s/ Sander Gerber
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Name: Sander Gerber
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Title: Authorized Signatory
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/s/ Sander Gerber
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SANDER GERBER
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Hemispherx Biopharma (AMEX:HEB)
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