U.S. District Court Dismisses AIM’s "Baseless" Section 13(d) Claim
13 Octobre 2022 - 4:32PM
Jonathan Jorgl, an AIM ImmunoTech Inc. (NYSE American: AIM) (“AIM”)
stockholder, together with his nominees, Robert L. Chioini and
Michael Rice (collectively, the “AIM Stockholder Full Value
Committee” or the “ASFV Committee”), today announced that the U.S.
District Court, Middle District of Florida, dismissed in its
entirety, without prejudice, the action brought by AIM (the
“Florida Action”) against the members of the ASFV Committee and
other individuals baselessly alleging that the members of the ASFV
Committee were acting as a group with certain stockholders of AIM
in violation of Section 13(d) of the Securities Exchange Act of
1934.
The court ruled that AIM lacked standing to
bring the claim based on long-standing binding precedent. Citing
that precedent and the purpose of Section 13(d) in protecting
investors and potential investors rather than the corporation and
incumbent management, the court noted that “ ... outsiders who
challenge incumbent management, help protect the small
shareholders’ interest in monitoring - by possibly challenging -
incumbent management.” Further, “[t]he threat of this sort of
litigation might remove from the field a player whose self-interest
is to monitor management.”
“We are pleased with the Judge’s ruling,
confirming that consistent with its pattern over the last six years
AIM’s incumbent board is wasting corporate resources as part of a
desperate attempt to entrench and enrich themselves and avoid
accountability to stockholders, in this case attempting to use
frivolous litigation,” stated the ASFV Committee. “The incumbent
board had no factual basis or evidence to their allegations against
the ASFV Committee in the Florida Action and ignored clear binding
precedent in a blatant attempt to bully us and outspend us into
submission. Mr. Mitchell, Mr. Applerouth and Mr. Equels are
continuing to waste corporate assets, which belong to stockholders
not the incumbent directors, solely to deny those same stockholders
a meaningful choice in who represents them on the Board. For the
incumbent board to waste $2.5 million of company money just to
protect their excessive compensation while the company’s stock
price has plummeted 99%, instead of deploying that money towards
clinical development of a potential therapy that could possibly
help cancer patients, is truly unfathomable, and clearly
demonstrates the current board is incapable of fulfilling their
fiduciary duties.”
The ASFV Committee continued: |
In another desperate effort by the incumbent directors to mislead
stockholders and distract from the serious issues facing AIM,
yesterday, just one day after the dismissal of the Florida Action,
AIM made a filing with the SEC selectively disclosing certain
elements in the pending Delaware action. Shockingly, this filing
included cherry-picked, incomplete and misleading information
disseminated by the incumbent AIM board and made no mention
whatsoever of the dismissal of the Florida Action, which AIM had
previously touted in press releases and SEC filings. What has
become evident is that the incumbent directors are now panicking
that they may lose their board seats (and excessive compensation)
in a fair election and are desperately trying to change the
narrative yet again, and it’s transparently pathetic. The
preliminary injunction hearing in Delaware was held on October 5th,
and the parties are currently awaiting a ruling. The ASFV Committee
remains confident that Mr. Jorgl’s nomination was valid. Until the
court rules, stockholders should not be distracted by
cherry-picked, incomplete and misleading information disseminated
by the incumbent board. |
It is time for accountability and much
needed change at AIM – the ASFV Committee urges all stockholders to
vote on the GOLD proxy
card today to elect ONLY Robert L. Chioini and Michael
Rice.
It is important that you mark the boxes
for Robert L. Chioini and Michael Rice ONLY and leave the boxes for
the incumbent AIM directors unmarked.
Contact:
Alliance Advisors, LLC200 Broadacres Drive, 3rd
FloorBloomfield, New Jersey
07003(877) 728-5012aim@allianceadvisors.com
Important Information and Participants
in the Solicitation
The ASFV Committee has filed a definitive proxy
statement and associated GOLD proxy card
with the Securities and Exchange Commission (“SEC”) to be used to
solicit votes for the election of its slate of highly-qualified
director nominees at the Annual Meeting. Details regarding the ASFV
Committee’s nominees are included in the proxy statement.
THE ASFV COMMITTEE STRONGLY ADVISES ALL
STOCKHOLDERS OF AIM TO READ THE PROXY STATEMENT AND OTHER PROXY
MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT
INFORMATION.
Information regarding the identity of
participants in the ASFV Committee’s solicitation, and their direct
or indirect interests, by security holdings or otherwise, is set
forth in the ASFV Committee’s proxy statement. Stockholders can
obtain a copy of the proxy statement, and any amendments or
supplements thereto and other documents filed by the ASFV Committee
with the SEC for no charge at the SEC’s website at www.sec.gov.
Copies will also be available at no charge at the following
website: https://viewproxy.com/aim/. Investors can also contact
Alliance Advisors at the telephone number or email address set for
the above.
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