\nAIM ImmunoTech Inc. (NYSE American: AIM) (\u201cAIM\u201d or the \u201cCompany\u201d) today issued the following statement refuting the false and misleading claims recently made by a group of activist investors (collectively, the \u201cActivist Group\u201d) relating to their multi-year attempt to take over AIM\u2019s Board of Directors (the \u201cBoard\u201d) at the upcoming 2024 Annual Meeting of Stockholders (the \u201cAnnual Meeting\u201d), presently scheduled for December 17, 2024.<\/p>\n
\nSince 2016, the Board and management team have worked to overcome multiple obstacles, refocus the Company\u2019s clinical development programs to high-value indications, improve its financial condition and lay the foundation for long-term shareholder value creation. To be clear, the Board and management are unhappy with the Company\u2019s stock price performance \u2013 but they are doing everything possible to continue the significant momentum with Ampligen \u2013 which is ultimately what will create long-term value for all shareholders.<\/p>\n
\nUnfortunately, the Activist Group has accused AIM of lying about its historical share price. The Activist Group, however, is the one who is lying<\/b> by claimingin its proxy statement: \u201cOn February 25, 2016, the day that Mr. Equels assumed the role of CEO, AIM\u2019s stock closed at $87.15.\u201d1<\/sup><\/i><\/p>\n \nThe truth is that AIM\u2019s stock has never traded anywhere near such a price:<\/p>\n The reality is that the Activist Group has lied repeatedly to shareholders.<\/b> Consider the following instances where its members have been found by the Delaware Court of Chancery (the \u201cCourt\u201d) to have lied to or misled shareholders:<\/p>\n 1. In 2023, the Activist Group\u2019s 2023 nomination notice obscured the roles of Todd Deutsch, Franz Tudor and others in connection with the 2022 nomination effort and omitted important information regarding the Activist Group\u2019s 2023 nomination effort.<\/b><\/p>\n 2. The Activist Group also concealed key information related to their nominees\u2019 governance track records on public boards in the 2023 nomination notice.<\/b><\/p>\n 3. The Activist Group hid its true backers, Mr. Tudor and Michael Xirinachs, in the 2022 nomination notice.<\/b><\/p>\n 4. The 2022 notice also disguised the true motivations of the Activist Group.<\/b><\/p>\n \nFurthermore, the Court confirmed\u201cThe plaintiff\u2019s group \u2013 not the Board <\/b>\u2013 are \u2018the ones engaging in manipulative conduct<\/b><\/i>\u201d10<\/sup>by pursuing litigation against AIM. The Delaware Court of Chancery agreed with the Board in both 2022 and 2023.<\/p>\n \nFollowing the Activist Group\u2019s appeal, the Supreme Court of Delaware upheld the Court\u2019s decision in favor of AIM earlier this year \u2013 yet the Activist Group continues to seek reimbursement from AIM for money its members spent on litigation against the Company that they lost<\/b>.<\/p>\n We believe it is highly problematic for a company with a market capitalization of approximately $13 million to reimburse the Activist Group for upwards of $8 million in litigation expenses, especially because the Delaware Supreme Court itself found that they aren\u2019t entitled to them<\/b>: \u201cThe case is not remanded for an award of attorneys\u2019 fees and costs. It is closed.<\/i>\u201d11<\/sup><\/i><\/p>\n \nAIM encourages shareholders to vote \u201cFOR<\/b>\u201d ALL four of the Board\u2019s incumbent candidates \u2013 Stewart L. Appelrouth<\/b>, Nancy K. Bryan<\/b>, Thomas K. Equels<\/b> and Dr. William M. Mitchell<\/b> \u2013 in connection with the Annual Meeting, on the WHITE<\/span><\/b> universal proxy card.<\/p>\n \nFor more information on how to vote, visit: www.SafeguardAIM.com<\/a>.<\/p>\n \n***<\/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<\/sup> (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<\/a> and connect with the Company on X<\/a>, LinkedIn<\/a>, and Facebook<\/a>.<\/p>\n Forward-Looking Statements<\/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 \u201ccontinue,\u201d \u201cbelieve,\u201d \u201cpotential,\u201d \u201cupcoming\u201d and other variations thereon 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. Data, pre-clinical success and clinical success seen to date does not guarantee that Ampligen will be approved as a treatment or therapy for any diseases or conditions. The Company urges investors to consider specifically the various risk factors identified in its most recent Annual Report on Form 10-K, and any risk factors or cautionary statements included in any subsequent Quarterly Report on Form 10-Q or Current Report on 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 press release. Among other things, for those statements, the Company claims the protection of the 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 Additional Information<\/b><\/p>\n \nThe Company, its directors and executive officers, Peter W. Rodino, III and Robert Dickey, IV, are deemed to be \u201cparticipants\u201d (as defined in Section 14(a) of the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from the Company\u2019s stockholders in connection with the Annual Meeting. The Company filed its definitive proxy statement (the \u201cDefinitive Proxy Statement\u201d) and a WHITE <\/b>universal proxy card with the SEC on November 4, 2024 in connection with such solicitation of proxies from the Company\u2019s stockholders. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH DEFINITIVE PROXY STATEMENT, ACCOMPANYING WHITE UNIVERSAL PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING.<\/b> The Definitive Proxy Statement contains information regarding the identity of the participants, and their direct and indirect interests, by security holdings or otherwise, in the Company\u2019s securities and can be found in the section titled \u201cPrincipal Stockholders\u201d of the Definitive Proxy Statement and available here<\/a>. Information regarding subsequent changes to their holdings of the Company\u2019s securities can be found in the SEC filings on Forms 3, 4, and 5, which are available on the Company\u2019s website available here<\/a> or through the SEC\u2019s website at www.sec.gov<\/a>. Stockholders will be able to obtain the Definitive Proxy Statement, any amendments or supplements thereto and other documents filed by the Company with the SEC at no charge at the SEC\u2019s website at www.sec.gov<\/a>. Copies will also be available at no charge at the Company\u2019s website at https:\/\/aimimmuno.com\/sec-filings\/<\/a>.<\/p>\n \n______________________________ View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20241127594943\/en\/<\/a><\/span><\/p>\n Investor Contact:\n
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1<\/sup> The Activist Group\u2019s Definitive Proxy Statement<\/a>.
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2<\/sup>See<\/i> the March 2016 Form 8-K<\/a>, filed with the SEC on March 16, 2016 (emphasis added).
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3<\/sup>See id.<\/i>; see also<\/i> the NYSE American Company Guide<\/a>.
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4<\/sup>See id. <\/i>(emphasis added).
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5<\/sup>See<\/i> December 28, 2023, Opinion of the Delaware Court of Chancery: https:\/\/courts.delaware.gov\/Opinions\/Download.aspx?id=357400<\/a> (emphasis added).
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6<\/sup>See id.<\/i> (emphasis added).
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7<\/sup>See id.<\/i> (emphasis added).
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8<\/sup>See id.<\/i> (emphasis added).
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9<\/sup>Jorgl v. AIM ImmunoTech Inc. et al.<\/i>, 2022 WL 16543834, at *32 (Del. Ch. Oct. 28, 2022). (emphasis added).
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10<\/sup>See<\/i> December 28, 2023, Opinion of the Delaware Court of Chancery: https:\/\/courts.delaware.gov\/Opinions\/Download.aspx?id=357400<\/a> (emphasis added).
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11<\/sup> July 29, 2024, Order on Motion for Reargument of the Delaware Supreme Court.<\/p>\n<\/p>\n
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JTC Team, LLC
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Jenene Thomas
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908-824-0775
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AIM@jtcir.com
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