UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
(Amendment No. )
Filed
by the Registrant ☒
Filed
by a party other than the Registrant ☐
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the appropriate box:
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Preliminary
Proxy Statement |
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Confidential,
for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
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Definitive
Proxy Statement |
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Definitive
Additional Materials |
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Soliciting
Material under § 240.14a-12 |
AIM
ImmunoTech Inc.
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check all boxes that apply):
| ☒ |
No
fee required |
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Fee
paid previously with preliminary materials |
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Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
On
December 12, 2024, AIM ImmunoTech Inc. (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit
1. Also on December 12, 2024, the Company issued the following materials, copies of which are attached hereto as Exhibit 2.
Forward
Looking Statements
The
materials attached contain 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 U.S. Securities and Exchange Commission (the “SEC”). You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of the materials attached hereto. 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 Company’s 2024 Annual Meeting of Stockholders (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/.
Exhibit
1
AIM
ImmunoTech Urges Shareholders to Vote on the WHITE Universal Proxy Card “FOR” All Four Incumbent Board Members
Believes
Annual Meeting Outcome is Critical to Future of the Company and that the Current Board is Best Positioned to Continue Clinical Trial
Momentum, Commercialize Ampligen and Deliver Long-Term Value for Shareholders
In
AIM’s View, the Activist Group’s Plan to Reimburse Individuals More Than $5 Million for Failed Attempts to Gain Control of
the Board – Without Putting this to a Shareholder Vote – Is Grossly Irresponsible and Not in the Best Interests of All Shareholders
Reminds
Shareholders that Both Leading Independent Proxy Advisory Firms – ISS and Glass Lewis – Recommended Against Giving the Dissident
Nominees Control of the AIM Board, Specifically Citing Their Lack of a Plan, Among Other Issues
Highlights
Activist Group Nominees Todd A. Deutsch’s and Robert L. Chioini’s Checkered Pasts and Affiliations with Securities Law Criminals
– and that Mr. Chioini Was Fired as CEO of Rockwell Medical for His “Sustained Mismanagement” and “Blatant Disregard
for Shareholder Concerns”1
Questions
How Activist Group Nominee Paul Sweeney Could Function as an Independent Director Given that Mr. Kellner is Apparently the Biggest Investor
in Mr. Sweeney’s Private Equity Firm
OCALA,
Fla., December 12, 2024 — AIM ImmunoTech Inc. (NYSE American: AIM) (“AIM” or the “Company”) today issued
the following statement in connection with the upcoming 2024 Annual Meeting of Stockholders (the “Annual Meeting”), presently
scheduled for December 17, 2024:
With
the Annual Meeting quickly approaching, it is critical that shareholders vote on the WHITE universal proxy card to re-elect all
four current members of our Board of Directors (the “Board”). As shareholders consider this important decision, we ask that
they keep the following in mind:
We
tried to settle with the activist investors (the “Activist Group”) – and their response made crystal clear that they
will accept nothing less than control of AIM’s Board and are focused on getting millions of dollars in reimbursement
| ● | The
Activist Group rejected several settlement proposals and persistently demanded upwards of
$8 million in reimbursement of certain litigation expenses from AIM for money its current
and former members spent on failed lawsuits against the Company. We believe that agreeing
to this would not be in the best interests of all shareholders, especially because the Delaware
Supreme Court concluded that the Activist Group’s members are not entitled to reimbursement
of attorneys’ fees.2 |
1 See
Former pharma executives sue over firings, Modern Healthcare (June 18, 2018), available at:
https://www.modernhealthcare.com/article/20180618/NEWS/180619912/former-pharma-executives-sue-over-firings.
2 See
July 29, 2024, Order on Motion for Reargument of the Delaware Supreme Court.
| ● | The
Activist Group has made blatantly clear in their definitive proxy statement that if its nominees
are elected, they plan to reimburse themselves for more than $5 million in litigation expenses
for a failed Board takeover attempt in 2023, in addition to any costs incurred in connection
with the attempt to take over the Board at this year’s Annual Meeting – without
giving shareholders a direct say on this reimbursement.3 |
AIM’s
clinical development strategy of partnering with world-renowned institutions and large pharmaceutical companies is saving shareholders
money
| ● | The
Activist Group has flip-flopped in its view of AIM’s use of grant money and partnerships
to fund expensive clinical trials. |
| ○ | Earlier
this week the Activist Group touted its purported ability to get grant money and forge partnerships
for clinical trials4 and then, one day later, they criticized the Company for
using grant money to pay for trials and for conducting them with partners.5 |
| ● | AIM’s
clinical pipeline has significant momentum and is laying the groundwork for commercialization
opportunities. We are seeing exciting data across our research programs, including in two
ongoing studies with AstraZeneca and Merck. |
| | | |
| ● | The
fact that world-class organizations and government bodies are willing to fund trials involving
Ampligen is, in our view, an important endorsement of Ampligen’s potential. We believe
electing the Activist Group’s nominees could potentially jeopardize these important
relationships, considering they have no real plan for AIM and most of them lack biopharmaceutical
industry experience. |
| | | |
| ● | This
method of conducting trials also allows the Company to preserve cash and derisks the trials
for shareholders. |
| | | |
| ● | Contrary
to what the Activist Group has implied, AIM has not given up any intellectual property or
the rights to develop Ampligen by partnering with outside institutions on these trials. |
3
See Definitive Proxy Statement filed by the Activist Group with the U.S. Securities and Exchange Commission (the “SEC”)
on November 6, 2024.
4
See Ampligen Co-Inventor and Former CEO Agrees to Join AIM Scientific Advisory Board if Kellner Group Nominees Are Elected,
Globe Newswire (December 10, 2024), available at: https://www.globenewswire.com/news-release/2024/12/10/2994413/0/en/Ampligen-Co-Inventor-and-Former-CEO-Agrees-to-Join-AIM-Scientific-Advisory-Board-if-Kellner-Group-Nominees-Are-Elected.html.
5
See AIM’s Clinical Strategy Under Incumbent Board Has Totally Failed, Globe Newswire (December 11, 2024), available
at: https://www.globenewswire.com/news-release/2024/12/11/2995304/0/en/AIM-s-Clinical-Strategy-Under-Incumbent-Board-Has-Totally-Failed.html.
The
Activist Group has repeatedly attempted to mislead AIM shareholders by obfuscating its interconnections and hiding its prior ties to
convicted felons
| ● | Activist
Group nominee Ted Kellner proclaims himself as the “largest investor in almost every deal”6 put together by PS
Capital Partners, the private equity firm co-founded by fellow Activist Group nominee Paul Sweeney. This fact is not disclosed
in the Activist Group’s definitive proxy statement,7 preventing the Board and investors from making an informed decision
about the Activist Group’s nominees. How can Mr. Sweeney be trusted to serve on a Board with Mr. Kellner and be truly independent
of his largest investor? |
| | | |
| ● | The
Delaware Court of Chancery found that the Activist Group obscured the roles of its nominees
in its 2023 nomination notice and hid the campaign’s true backers8 –
two white collar criminals – in its 2022 nomination notice. |
Both
leading independent proxy advisory firms have recommended against giving the Activist Group control of AIM’s Board and criticized
them for lacking a detailed plan
| ● | In
their reports, Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis
& Co., LLC (“Glass Lewis”) both determined that the Activist Group’s
proposed plan for AIM is insufficient while ISS also flagged concerns with the Activist Group’s
nominees:9 |
| ● | ISS:
“…the [Activist Group] plan is limited, only one of its nominees has relevant
life sciences expertise, and half of its slate has apparent ties to individuals with concerning
backgrounds.” |
| | | |
| ● | Glass
Lewis: “…the [Activist Group’s] presented plan lacks substantive
detail. For instance, it does not provide for a particular clinical strategy and relies on
a full review of Ampligen’s indications to define such strategy, lacks a clear view
on the Company’s management going forward, and does not indicate the less dilutive
and less expensive financing options that may be available to the Company.” |
| ● | ISS
and Glass Lewis both recommended a vote against Activist Group nominees Todd Deutsch and
Robert Chioini (with Glass Lewis also recommending a vote against Paul Sweeney). Both organizations
highlighted Mr. Chioini’s poor track record: |
| ● | ISS:
“Given Chioini’s track record at [Rockwell Medical] and his connections to
[securities law felons] Tudor and Xirinachs, he does not appear to be an appropriate choice
for the AIM [B]oard.” |
| | | |
| ● | Glass
Lewis: “We believe the board raised valid concerns regarding Mr. Chioini’s
record at Rockwell Medical, including failing to execute the go-to-market strategy for its
product. As discussed in our proxy paper for Rockwell Medical’s meeting held on June
01, 2017 (i.e., approximately one year prior to Mr. Chioini’s termination), the entity
under his leadership has failed to deliver on promises of a strong sales stream, despite
the multi-year presence of two marketable products, and was underperforming relative to its
peers in terms of TSRs.” |
6
See PS Capital Partners’ Testimonials Page available at: https://pscapitalpartners.com/testimonials/.
7
See Definitive Proxy Statement filed by the Activist Group with the SEC on November 6, 2024.
8 December
28, 2023, Opinion of the Delaware Court of Chancery: https://courts.delaware.gov/Opinions/Download.aspx?id=357400
(emphasis added).
9
Permission to quote ISS and Glass Lewis was neither sought nor obtained (emphasis added).
AIM’s
directors have the right backgrounds and experience needed to oversee the Company’s strategy
| ● | The
Board is composed of proven leaders with expertise in a variety of areas critical to the
success of AIM – including drug development and commercialization, scientific and medical,
financial management and regulatory experience. |
| | | |
| ● | AIM’s
nominees are well-positioned to continue overseeing AIM’s clinical execution, help
patients with unmet lethal medical needs and realize long-term value for shareholders. |
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/.
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
Exhibit
2
Grafico Azioni AIM ImmunoTech (AMEX:AIM)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni AIM ImmunoTech (AMEX:AIM)
Storico
Da Dic 2023 a Dic 2024
