\nAIM ImmunoTech Inc. (NYSE American: AIM) (\u201cAIM\u201d or the \u201cCompany\u201d) today announced that, after careful deliberation, its Board of Directors (the \u201cBoard\u201d) unanimously concluded that the notice (the \u201cNotice\u201d) submitted by Ted D. Kellner purporting to nominate himself, Robert L. Chioini and Todd Deutsch for election to the Company\u2019s Board at the 2023 Annual Meeting of Stockholders (the \u201c2023 Annual Meeting\u201d) fails to comply with the Company\u2019s Bylaws (the \u201cBylaws\u201d) and is invalid.<\/p>\n
\nIn light of this conclusion, and given AIM\u2019s nomination deadline has passed, Kellner may not nominate any candidates for election to the Board at the 2023 Annual Meeting. Accordingly, the Company will not recognize the nominations of Chioini, Deutsch and Kellner, and any proxies submitted or votes cast for the election of these individuals will be disregarded.<\/p>\n
\nA copy of AIM\u2019s letter to Kellner detailing the deficiencies in the Notice (the \u201cDeficiency Letter\u201d) will be filed with the U.S. Securities and Exchange Commission (\u201cSEC\u201d) on Form 8-K today.<\/p>\n
The 2022 Activism Group Campaign<\/i><\/p>\n
\nSeveral individuals referenced in Kellner\u2019s Notice \u2013 including Jonathan T. Jorgl, Walter I. Lautz, Michael Rice, Franz N. Tudor and Michael J. Xirinachs \u2013 together with Chioini, Deutsch and Kellner (collectively, the \u201cActivist Group\u201d or the \u201cGroup\u201d), have been engaged in a multi-year effort to disrupt AIM\u2019s business and take over the Board. As a reminder, last year, the Group \u2013 with Jorgl as the face of the effort \u2013 made a failed attempt to nominate a control slate of director candidates at the Company\u2019s 2022 Annual Meeting of Stockholders (the \u201c2022 Annual Meeting\u201d). As was confirmed in litigation last year, Tudor (and possibly other members of the Activist Group) even used \u201cburner\u201d accounts with fake names on retail stock message boards to disparage the Company \u2013 apparently, in AIM\u2019s view, to drive down its stock price \u2013 while members of the Group were trading AIM stock. The Group also attempted to conceal Tudor\u2019s and Xirinachs\u2019 significant roles in orchestrating the effort to gain control of AIM\u2019s Board. Tudor has been convicted of insider trading and Xirinachs has recently pled guilty to wire fraud.<\/p>\n
\nAhead of the 2022 Annual Meeting, the Board unanimously determined that the Group\u2019s director nominations did not comply with AIM\u2019s Bylaws and were invalid. After Jorgl, funded by Chioini and Xirinachs, initiated litigation contesting the Board\u2019s determination, the Delaware Court of Chancery found in the Company\u2019s favor, denying Jorgl\u2019s motion to require the Board to accept his director nominations. In its ruling, the Court noted that Jorgl failed to disclose arrangements and understandings among the \u201cweb of individuals\u201d behind the Group\u2019s efforts and stated that the evidence indicated that Jorgl\u2019s nomination notice \u201cwas \u2013 at best \u2013 misleading.\u201d<\/p>\n
The 2023 Activist Group Campaign<\/i><\/p>\n
\nThe Bylaws exist for the protection of all shareholders. They require disclosures about nominating shareholders, director candidates and related parties and arrangements so the Board can assess nominations and make voting recommendations based on complete, truthful information \u2013 allowing shareholders to make well-informed choices about which nominees to support.<\/p>\n
\nThe Notice fails to satisfy many of these requirements. As outlined in detail in the Deficiency Letter, among other items, the Notice omits and misrepresents critical information about a range of interconnections between, and agreements, arrangements and understandings among, members of the Activist Group. In addition, the Notice includes materially false information regarding the nominees\u2019 qualifications and experience, and fails to provide material information including with respect to related parties, ownership information, and other items required under the federal proxy rules.<\/p>\n
\nThe Notice\u2019s failures appear, in the Board\u2019s view, designed to mislead AIM\u2019s shareholders and deprive them of information needed to make fully informed decisions. In addition, the Notice reveals that the Activist Group may have ulterior motives in their nominations this year: Chioini and Xirinachs are jointly responsible for litigation costs stemming from their attempted proxy contest at the 2022 Annual Meeting and Jorgl\u2019s unsuccessful litigation and still owe the Group\u2019s law firm (in addition to certain other advisors) a net amount of $1.3 million out of their $2 million bill, even as litigation expenses \u201ccontinue to accrue.\u201d The Notice acknowledges that, if elected, Chioini will continue to seek reimbursement of his and Xirinachs\u2019 expenses from 2022 \u2013 likely over $2 million \u2013 with AIM shareholders footing the bill<\/i><\/b>. The Notice also states that the Group would seek reimbursement for its proxy fight efforts this time around as well.<\/p>\n
\nThomas K. Equels, M.S., J.D., Executive Vice Chairman of the Board, CEO & President, issued the following statement:<\/p>\n
It is deeply troubling that this Activist Group is again seeking to benefit itself at the expense of other shareholders. This year\u2019s Group is the same cast of characters who tried and failed to seize control of the Board at the 2022 Annual Meeting. Given the litany of disturbing facts that came to light last year about its members, the Activist Group\u2019s attempt at a \u201cround two\u201d is utterly perplexing. The Group\u2019s launching of another costly and distracting proxy contest demonstrates that they do not care about the best interests of all shareholders.<\/i><\/p>\n
Based on the facts we have seen, we believe that the Activist Group is motivated by its desire to force the Company to reimburse its members for expenses. Put another way, the Group is seemingly trying to gain control of the Board so it can force AIM shareholders to pick up the entire multi-million-dollar tab for its unsuccessful 2022 proxy contest and litigation, as well as its 2023 campaign.<\/i><\/p>\n
\nAIM remains dedicated to delivering value for shareholders and to serving the patients for whom the Company is working to bring new therapies to market to address a range of life-threatening cancers and debilitating immune disorders and viral conditions (including Long COVID) \u2013 most notably by repurposing its lead drug, Ampligen. The Company is building on substantial momentum in recent years, as well as its ability to accomplish the future clinical milestones it expects to achieve during the remainder of 2023.<\/p>\n
\nTo that end, AIM has a focused Board whose members possess the right mix of experience and expertise to effectively oversee the Company and its strategy. In March 2023, the Company added Nancy Bryan as an additional independent director. Ms. Bryan is a pharmaceutical industry veteran who brings deep commercial, marketing, business development and corporate finance expertise. She complements the strong and relevant pharmaceutical, financial and legal experience of AIM\u2019s other directors. The Company continues to seek an additional independent director who would add diverse and independent perspectives to the Board.<\/p>\n
\nAIM remains open to engaging constructively with all shareholders and values their input. The Company\u2019s recommended slate of nominees for election to the Board at the Annual Meeting will be included in proxy materials to be filed with the SEC. Shareholders do not need to take any action at this time.<\/p>\n
About AIM ImmunoTech Inc.<\/b><\/p>\n
\nAIM ImmunoTech Inc. is an immuno-pharma company focused on the research and development of therapeutics to treat multiple types of cancers, immune disorders and viral diseases, including COVID-19. The Company\u2019s lead product is a first-in-class investigational drug called Ampligen\u00ae (rintatolimod), a dsRNA and highly selective TLR3 agonist immuno-modulator with broad spectrum activity in clinical trials for globally important cancers, viral diseases and disorders of the immune system.<\/p>\n
\nFor more information, please visit aimimmuno.com and connect with the Company on Twitter, LinkedIn, and Facebook.<\/p>\n
Cautionary Statement<\/b><\/p>\n
\nThis press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the \u201cPSLRA\u201d). Words such as \u201cmay,\u201d \u201cwill,\u201d \u201cexpect,\u201d \u201cplan,\u201d \u201canticipate\u201d and similar expressions (as well as other words or expressions referencing future events or circumstances) are intended to identify forward-looking statements. Many of these forward-looking statements involve a number of risks and uncertainties. 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 U.S. Securities and Exchange Commission (the \u201cSEC\u201d). You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Among other things, for those statements, the Company claims the protection of safe harbor for forward-looking statements contained in the PSLRA. The Company does not undertake to update any of these forward-looking statements to reflect events or circumstances that occur after the date hereof.<\/p>\n
Important Information<\/span><\/b><\/p>\n \nThe Company intends to file with the SEC a proxy statement and associated WHITE<\/b> proxy card in connection with the solicitation of proxies for the Company\u2019s 2023 Annual Meeting. Details concerning the nominees of the Company\u2019s Board for election at the 2023 Annual Meeting will be included in the Company\u2019s proxy statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY\u2019S PROXY STATEMENT AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.<\/p>\n \nInvestors and stockholders will be able to obtain a copy of the Company\u2019s proxy statement, any amendments or supplements thereto and other documents filed by the Company free of charge from the SEC\u2019s website, www.sec.gov<\/a>. Copies of these materials will also be available free of charge on AIM\u2019s Investor Relations website at https:\/\/aimimmuno.com\/sec-filings\/<\/a>.<\/p>\n Participants in the Solicitation<\/span><\/b><\/p>\n \nThe Company, its directors and certain of its executive officers will be participants in the solicitation of proxies from stockholders in respect of the 2023 Annual Meeting. Information regarding the names of the Company\u2019s directors and executive officers and their respective interests in the Company by security holdings or otherwise is set forth in the Company\u2019s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023. To the extent holdings of such participants in the Company\u2019s securities have changed since the amounts described in Form 10-K for the year ended December 31, 2022, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the identity of these participants in any proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in any proxy statement and other relevant materials to be filed with the SEC by the Company, if and when they become available.<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20230823213954\/en\/<\/a><\/span><\/p>\n \nJTC Team, LLC KEYWORDS:<\/b> United States North America Florida<\/p>\n INDUSTRY KEYWORDS:<\/b> Oncology Professional Services Health Infectious Diseases Finance Pharmaceutical Biotechnology<\/p>\n MEDIA:<\/b><\/p>\n AIM ImmunoTech Rejects Director Nomination Notice from Activist Group Due to Numerous Material Defects, Omissions and False and Misleading Statements Group Seeking to Take Control of 75% of AIM Board Failed to Properly Disclose Myriad Interconnections, Understandings and Arrangements Among Its Members \u2013 Violating the Company\u2019s Bylaws and Preventing Shareholders from Being Able to Make Fully Informed Decisions Group\u2019s Members Include the Same Troubling Individuals Who Unsuccessfully Attempted to Take Over the AIM Board in 2022 Campaign Appears Partially Designed to Force AIM Shareholders to Foot the Bill for Activist Group\u2019s Millions of Dollars of Unpaid Expenses from Unsuccessful 2022 Campaign Activist Group Not Entitled to Nominate Board Candidates for AIM\u2019s 2023 Annual Meeting OCALA, Fla.–(BUSINESS WIRE)– AIM ImmunoTech Inc. … <\/p>\n<\/p>\n
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Jenene Thomas
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833-475-8247
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AIM@jtcir.com
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OR
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Longacre Square Partners
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Joe Germani \/ Dan Zacchei
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AIM@longacresquare.com<\/a><\/p>\n\n","protected":false},"excerpt":{"rendered":"