Sets Record Straight on Mischaracterization of
AIM’s Historical Share Price
Reminds AIM Shareholders of Activist Group’s
Numerous Lies, Omissions and Misrepresentations in Multi-Year
Effort to Take Control of the Board
Urges Shareholders to Safeguard AIM by Voting
“FOR” ALL Four of the Board’s Incumbent Candidates and Discarding
Any Proxy Materials Received from the Activist Group
AIM ImmunoTech Inc. (NYSE American: AIM) (“AIM” or the
“Company”) today issued the following statement refuting the false
and misleading claims recently made by a group of activist
investors (collectively, the “Activist Group”) relating to their
multi-year attempt to take over AIM’s Board of Directors (the
“Board”) at the upcoming 2024 Annual Meeting of Stockholders (the
“Annual Meeting”), presently scheduled for December 17, 2024.
Since 2016, the Board and management team have worked to
overcome multiple obstacles, refocus the Company’s 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’s stock price performance – but they
are doing everything possible to continue the significant momentum
with Ampligen – which is ultimately what will create long-term
value for all shareholders.
Unfortunately, the Activist Group has accused AIM of lying about
its historical share price. The Activist Group, however, is the
one who is lying by claiming in its proxy statement: “On
February 25, 2016, the day that Mr. Equels assumed the role of CEO,
AIM’s stock closed at $87.15.”1
The truth is that AIM’s stock has never traded anywhere near
such a price:
- Just 20 days after February 25, 2016, in a Form 8-K filed with
the U.S. Securities and Exchange Commission (the “SEC”) on March
16, 2016 (the “March 2016 Form 8-K”), AIM confirmed that, “as of
March 15, 2016, the closing price on the NYSE MKT was
$0.16.”2
- The March 2016 Form 8-K disclosed the Company’s receipt of
written notice from the NYSE MKT LLC (n/k/a NYSE American) that the
Company was not in compliance with the exchange’s continued listing
standards because the Company’s common stock had been selling at
what the NYSE American considers a “low selling price”3 –
generally trading below $0.20 per share for an extended period
of time.
- In the March 15, 2016 letter to AIM referenced above, the NYSE
MKT LLC confirmed the stock was trading persistently at a low level
by noting: “the price per share of the Company’s Common Stock has
closed at or below $0.20 since July 17, 2015…”4
The reality is that the Activist Group has lied repeatedly to
shareholders. Consider the following instances where its
members have been found by the Delaware Court of Chancery (the
“Court”) to have lied to or misled shareholders:
1. In 2023, the Activist Group’s 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’s 2023
nomination effort.
- The Court noted, “Directors and stockholders would justifiably
want to know whether a nomination is part of a broader scheme.
Such information was withheld from or obfuscated in the
Kellner Notice.”5
- The Court added, “The Kellner Notice states that before July
2023, ‘no decision was made [for any of Kellner, Deutsch or
Chioini] to work together to advance potential nominations or
otherwise take any action with respect to the Company.’ This
statement is false.”6
2. The Activist Group also concealed key
information related to their nominees’ governance track records on
public boards in the 2023 nomination notice.
- The Court wrote, “The questionnaires required nominees to
disclose any adverse recommendation from proxy advisory firms in
connection with their service on other boards. Kellner, Deutsch,
and Chioini each had prior ‘withhold’ recommendations that they
neglected to disclose … [i]nstead, they each affirmatively
checked ‘no.’ Those representations were untrue.”7
3. The Activist Group hid its true
backers, Mr. Tudor and Michael Xirinachs, in the 2022 nomination
notice.
- According to the Court, “Jorgl became an AIM stockholder solely
to front a nomination and shield undisclosed persons behind the
scenes. Those persons included two white collar
criminals—one of whom had become increasingly hostile to AIM
and had misrepresented himself as an AIM representative to third
parties.”8
4. The 2022 notice also disguised the true
motivations of the Activist Group.
- The Court wrote, “The evidence also indicates that
[Messrs.] Tudor’s and Xirinachs’s actions went beyond
loose discussions about the nominations. Their actions appear
purposefully directed toward a shared goal of taking control of the
Board. They were coordinated and constructed over a period of
weeks.”9
Furthermore, the Court confirmed “The plaintiff’s group – not
the Board – are ‘the ones engaging in manipulative
conduct”10 by pursuing litigation against AIM. The Delaware
Court of Chancery agreed with the Board in both 2022 and 2023.
Following the Activist Group’s appeal, the Supreme Court of
Delaware upheld the Court’s decision in favor of AIM earlier this
year – yet the Activist Group continues to seek reimbursement
from AIM for money its members spent on litigation against the
Company that they lost.
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’t entitled to them: “The case is not remanded for an
award of attorneys’ fees and costs. It is closed.”11
AIM encourages shareholders to vote “FOR” ALL four of the
Board’s incumbent candidates – Stewart L. Appelrouth,
Nancy K. Bryan, Thomas K. Equels and Dr. William
M. Mitchell – in connection with the Annual Meeting, on the
WHITE universal proxy card.
For more information on how to vote, visit:
www.SafeguardAIM.com.
***
About AIM ImmunoTech Inc.
AIM 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’s lead product is a first-in-class investigational drug
called Ampligen® (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.
For more information, please visit aimimmuno.com and connect
with the Company on X, LinkedIn, and Facebook.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
(the “PSLRA”). Words such as “may,” “will,” “expect,” “plan,”
“anticipate,” “continue,” “believe,” “potential,” “upcoming” 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.
Important Additional Information
The Company, its directors and executive officers, Peter W.
Rodino, III and Robert Dickey, IV, are deemed to be “participants”
(as defined in Section 14(a) of the Securities Exchange Act of
1934, as amended) in the solicitation of proxies from the Company’s
stockholders in connection with the Annual Meeting. The Company
filed its definitive proxy statement (the “Definitive Proxy
Statement”) and a WHITE universal proxy card with the SEC on
November 4, 2024 in connection with such solicitation of proxies
from the Company’s 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. 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’s securities and can be found
in the section titled “Principal Stockholders” of the Definitive
Proxy Statement and available here. Information regarding
subsequent changes to their holdings of the Company’s securities
can be found in the SEC filings on Forms 3, 4, and 5, which are
available on the Company’s website available here or through the
SEC’s website at www.sec.gov. 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’s website at www.sec.gov. Copies will also be
available at no charge at the Company’s website at
https://aimimmuno.com/sec-filings/.
______________________________ 1 The Activist Group’s Definitive
Proxy Statement. 2 See the March 2016 Form 8-K, filed with the SEC
on March 16, 2016 (emphasis added). 3 See id.; see also the NYSE
American Company Guide. 4 See id. (emphasis added). 5 See December
28, 2023, Opinion of the Delaware Court of Chancery:
https://courts.delaware.gov/Opinions/Download.aspx?id=357400
(emphasis added). 6 See id. (emphasis added). 7 See id. (emphasis
added). 8 See id. (emphasis added). 9 Jorgl v. AIM ImmunoTech Inc.
et al., 2022 WL 16543834, at *32 (Del. Ch. Oct. 28, 2022).
(emphasis added). 10 See December 28, 2023, Opinion of the Delaware
Court of Chancery:
https://courts.delaware.gov/Opinions/Download.aspx?id=357400
(emphasis added). 11 July 29, 2024, Order on Motion for Reargument
of the Delaware Supreme Court.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241127594943/en/
Investor Contact: JTC Team, LLC Jenene Thomas
908-824-0775 AIM@jtcir.com Media Contact: Longacre Square
Partners Joe Germani / Miller Winston AIM@longacresquare.com
Grafico Azioni AIM ImmunoTech (AMEX:AIM)
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