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. )
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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):
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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 |
Delaware
Court Rules in Favor of AIM ImmunoTech and Declines to Declare
Activist Group’s Nominations Valid
Court
Denies Jonathan Jorgl’s Request for Preliminary Injunction; Finds
that Jorgl Failed to Show Director Nomination Notice Complied with
AIM’s Bylaws and that Evidence Suggests Notice was
Misleading
Activist
Group Cannot Nominate Directors to AIM’s Board this Year, and
Proxies and Votes in Favor of Activist Group’s Nominees Will Be
Disregarded
Company
Urges Shareholders to Support Continued Positive Momentum by
Re-Electing the AIM Board at November 3, 2022 Annual
Meeting
OCALA,
Fla., October 31, 2022 — AIM ImmunoTech Inc. (NYSE: American AIM)
(“AIM” or the “Company”) today announced that the Delaware Court of
Chancery has denied Jonathan Jorgl’s motion for a mandatory
preliminary injunction that sought to require the AIM Board of
Directors (the “Board”) to accept his director nominations and
include his nominees on a universal proxy card for the upcoming
Annual Meeting of Shareholders (the “Annual Meeting”).
As
previously announced, the Board unanimously determined that Mr.
Jorgl’s director nominations did not comply with AIM’s bylaws and
are invalid. The Court concluded Jorgl and his group “failed to
show that [Jorgl’s Nomination] Notice complied with the bylaws.” As
such, any director nominations made by Mr. Jorgl will be
disregarded, and no proxies or votes in favor of his purported
nominees will be recognized or tabulated at the Annual Meeting –
which will be held as planned on November 3, 2022.
In
reaching its decision, the Court recognized that Jorgl’s nomination
notice failed to disclose arrangements and understandings among a
“web of individuals [working] together to bring Jorgl’s
nominations forward.”1 The Court noted the
following:2
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“Other
than describing a potential agreement for Chioini and Rice to
reimburse certain costs, Jorgl did not mention any arrangements or
understandings with Tudor or Xirinachs in his nomination notice…
[T]he evidence put forward by [the Board] indicates that Jorgl’s
notice was—at best—misleading.” |
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“The
limited record before me, however, suggests that the directors
concluded a clandestine plan was afoot. I cannot say that
they were wrong or that they acted unreasonably.” |
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“Equity
cannot bless the perverse incentives that would be created if
nominating stockholders could avoid disclosure requirements
through purposeful ignorance.” |
The
Court’s ruling also supports AIM’s contention that the Activist
Group intended to hide its true backers, Franz Tudor and Michael
Xirinachs, both convicted criminals, as well as the motivations of
the Activist Group:3
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“The
facts read like a game of telephone. Tudor, desiring to take
control of the board, asked Lautz to nominate Chioini (and another
individual). When Lautz failed, Tudor, Chioini, and Xirinachs
regrouped to find another stockholder to be the public face of
their effort. Chioini asked Rice to run alongside him, and Rice
asked Jorgl to become a stockholder. Jorgl then bought shares and
transferred them into record name with the help of Xirinachs. Rice
promised Jorgl he would not be on the hook for any expenses, and
Jorgl submitted his nomination notice to AIM. Xirinachs and Chioini
then formally engaged counsel and Xirinachs officially agreed to
provide funding.” |
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Members
of the Activist Group “engaged in advance planning towards a common
end: to find an AIM stockholder who would transfer shares into
record name and serve as the “face” of their nomination.
That stockholder was Jorgl.” |
1
Emphasis added.
2
Emphasis added.
3
Emphasis added.
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“Jorgl
first learned of AIM just days before buying stock when his surfing
buddy Michael Rice, who desired a seat on AIM’s board, asked Jorgl
to buy shares for the purpose of nominating him.” |
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“The
evidence also indicates that 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.” |
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As to
Xirinachs’ plans for AIM, the Court noted that Xirinachs referred
to Jorgl’s slate as “our slate” and stated: “The way I hope this
all plays out is we get control of AIM . . . we continue to look
for opportunities to either acquire, (to spin off at a later time),
license technology, or possibly merger with.” |
Thomas
K. Equels, M.S., J.D., Executive Vice Chairman of the Board, CEO
& President, commented:
“We
are gratified by the Court’s decision and believe it is a victory
for all shareholders. The Court has vindicated the Board’s
determination that the Activist Group includes individuals with
deeply checkered pasts and was formed with the purpose of taking
over the Board while deliberately hiding the identities, criminal
records and motivations of those involved from the rest of our
shareholders.
We
can now look ahead and focus on our strong momentum building upon
the positive results in published data from preeminent cancer
centers that we are now seeing from our clinical trials. We have
already made significant progress in recent years, and especially
over the past year and a half, repurposing our lead drug, Ampligen,
into oncology, and we see significant important opportunities and
milestones ahead.
We
urge shareholders to vote on the Company’s WHITE proxy card to
re-elect AIM’s highly qualified directors and support our ongoing
progress. We will continue to operate in a manner that protects
the rights of all shareholders.”
A
copy of the Court’s decision is available online at the following
address:
https://d2ghdaxqb194v2.cloudfront.net/2265/187973.pdf
***
THE
BOARD RECOMMENDS A VOTE “FOR ALL” OF THE BOARD’S
NOMINEES
(THOMAS
K. EQUELS, WILLIAM M. MITCHELL AND STEWART L.
APPELROUTH)
ON
PROPOSAL 1 USING THE WHITE PROXY CARD.
If you have any questions or need assistance voting, please contact
the Company’s proxy solicitor Morrow Sodali LLC (“Morrow Sodali”)
using the below information.
509
Madison Avenue
Suite
1206
New
York, NY 10022
Banks
and Brokers Call: (203) 658-9400
Shareholders
Call Toll Free: (800) 662-5200
E-mail:
AIM@investor.morrowsodali.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, Ampligen® (rintatolimod) is an
immuno-modulator with broad spectrum activity being developed for
globally important cancers, viral diseases and disorders of the
immune system.
Ampligen
is currently being used as a monotherapy to treat pancreatic cancer
patients in an Early Access Program (EAP) approved by the
Inspectorate of Healthcare in the Netherlands at Erasmus Medical
Center and AIM has commenced a Phase 2 clinical study in 2022. The
Company also has multiple ongoing clinical trials to evaluate
Ampligen as a combinational therapy for the treatment of a variety
of solid tumor types both underway and planned at major cancer
research centers. Additionally, Ampligen is approved in Argentina
for the treatment of severe chronic fatigue syndrome (CFS) and is
currently being evaluated in many aspects of SARS-CoV-2/COVID-19
myalgic encephalomyelitis/chronic fatigue syndrome (ME/CFS) and
Post COVID Conditions.
For
more information, please visit aimimmuno.com and connect with the
Company on Twitter, LinkedIn, and Facebook.
Forward-Looking Statements
This
press release contains certain forward-looking statements that
involve risks, uncertainties and assumptions that are difficult to
predict. Words and expressions reflecting optimism, satisfaction or
disappointment with current prospects, as well as words such as
“believes,” “hopes,” “intends,” “estimates,” “expects,” “projects,”
“plans,” “anticipates” and variations thereof, or the use of future
tense, identify forward-looking statements, but their absence does
not mean that a statement is not forward-looking. The Company’s
forward-looking statements are not guarantees of performance, and
actual results could vary materially from those contained in or
expressed by such statements due to risks, uncertainties and other
factors. 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 Securities and
Exchange Commission. You are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the
date of this press release. Except as required by law, the Company
does not undertake any responsibility to update any forward-looking
statements to take into account events or circumstances that occur
after the date of this press release.
Investor
Contacts:
JTC
Team, LLC
Jenene
Thomas
833-475-8247
AIM@jtcir.com
OR
Morrow
Sodali
AIM@investor.MorrowSodali.com
Media
Contact:
Longacre
Square Partners
Joe
Germani / Dan Zacchei
jgermani@longacresquare.com
/ dzacchei@longacresquare.com
On October 31, 2022, AIM ImmunoTech Inc. (the “Company”) posted the
below message on Stocktwits.com and Yahoo! Finance:
Delaware court rules in favor of AIM and declines to declare
Activist Group nominations valid. Read our press release here:
https://www.businesswire.com/news/home/20221031005228/en/Delaware-Court-Rules-in-Favor-of-AIM-ImmunoTech-and-Declines-to-Declare-Activist-Group%E2%80%99s-Nominations-Valid
AIM ImmunoTech (AMEX:AIM)
Graphique Historique de l'Action
De Jan 2023 à Fév 2023
AIM ImmunoTech (AMEX:AIM)
Graphique Historique de l'Action
De Fév 2022 à Fév 2023
