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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by the Registrant ☒
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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)
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of Filing Fee (Check all boxes that apply):
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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
November 6, 2023, AIM ImmunoTech Inc. (the “Company”) issued the following press release in connection with the Company’s
2023 annual meeting of stockholders (the “Annual Meeting”), which contains a copy of a letter to shareholders issued by the
Company’s board of directors. A copy of the letter, in the format being mailed to the Company’s stockholders, can also be
found below.
AIM
ImmunoTech Files Definitive Proxy Statement and Sends Letter to Shareholders
Highlights
AIM’s Significant Momentum and Ongoing Achievement of Clinical and Regulatory Milestones
Urges
Shareholders to Protect AIM’s Progress by Voting for the Company’s Board of Directors and Discarding Any Proxy Materials
from the Activist Group
Launches
www.SafeguardAIM.com
OCALA,
Fla., November 6, 2023 — AIM ImmunoTech Inc. (NYSE American: AIM) (“AIM” or the “Company”) today announced
that the Company has filed its Definitive Proxy Statement in connection with AIM’s upcoming 2023 Annual Meeting of Stockholders
(the “2023 Annual Meeting”), scheduled for December 1, 2023. The Company also sent a letter to shareholders in connection
with the Annual Meeting.
Additionally,
AIM has launched www.SafeguardAIM.com to keep shareholders up to date on key developments.
The
full text of the letter to shareholders follows:
November
6, 2023
Dear
Fellow Shareholders:
Thank
you for your investment in AIM ImmunoTech (“AIM” or the “Company”). We remain deeply committed to our mission
of serving patients and delivering value for you, our shareholders. We are excited about the opportunities ahead as we continue to develop
life-saving therapies – including oncology treatments for large potential markets with lethal unmet medical needs.
Last
year, we told you that we were building substantial positive momentum. This remains the case, with numerous milestones achieved over
the past 12 months and more expected through the rest of 2023. To protect this progress and allow it to continue, we have executed a
multi-year turnaround of the business ensuring that the Company’s operational execution is fully supported by a strong cash position.
Unfortunately,
as happened last year, a group of activist investors (the “Activist Group”) is trying to take over control of the AIM Board
of Directors (the “Board”) to further their own self-serving motives. If successful, the Activist Group would be able to
disrupt the Company’s progress and put the value of your investment in danger.
The
Activist Group comprises effectively the same individuals who surfaced in 2022. As you might recall, the Board determined that the nomination
notice delivered by a member of the Activist Group in connection to the 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”)
was not valid because it contained numerous deficiencies and false and misleading statements in violation of the Company’s Bylaws
(the “Bylaws”). Furthermore, we discovered the Activist Group contained several individuals with concerning backgrounds –
including two convicted criminals: Franz N. Tudor, who was convicted of insider trading, and Michael J. Xirinachs, who pled guilty
to wire fraud involving fraudulent securities trading and misuse of funds. Tudor and Xirinachs orchestrated the 2022 nominations
and Xirinachs – who owns no AIM stock – agreed to fund them, along with the Activist Group’s repeat nominee Robert
L. Chioini, who also owns no AIM stock. Tudor, Xirinachs and Chioini worked together for many years at Rockwell Medical prior to Chioini
being terminated as CEO in 2018. A member of the Activist Group subsequently brought litigation in Delaware, but the Court agreed with
the Board, noting that the Activist Group’s 2022 nomination notice “was – at best – misleading.”
This
year, the Board has once again found that the Activist Group’s nomination notice (the “Notice”) – submitted by
Ted D. Kellner – seeking to put forth three individuals for election as directors to our four-person Board, is invalid because
it once again omits and misleads as to key information our Bylaws required Kellner to disclose regarding, among other things, those who
have been involved in the deceptive campaign to acquire control of AIM. In our view, this is an attempt to mislead AIM shareholders.
Numerous individuals referenced in the Notice were part of the unsuccessful campaign to take control of the Board in 2022, including
the two criminals who surfaced last year. We are currently involved in litigation with the Activist Group around this issue. Unless the
Court rules otherwise, the Company will not recognize the nominations and any proxies submitted or votes cast for the election of the
individuals from the Activist Group will be disregarded.
We
want to stress that the Bylaws exist for the protection of all shareholders. The Board intends to defend shareholders vigorously against
this group of interconnected individuals, including convicted felons, who seek to disregard our Bylaws and make their own rules in
an attempt to take control of AIM, without paying a control premium, and use shareholder funds for its own interests.
Your
vote at the 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) scheduled for December 1st is critical
in order to safeguard AIM and maintain our promising momentum. This is why we urge you to vote for the election of your incumbent Board
members – Stewart L. Appelrouth, Nancy K. Bryan, Thomas K. Equels and Dr. William M. Mitchell.
Consider
the following:
AIM
Is Building on Substantial Momentum to Bring New Therapies to Market
We
continue to be laser-focused on our development programs and achieving upcoming clinical and regulatory milestones. Our pipeline includes
treatments for a range of life-threatening cancers, debilitating immune disorders and viral conditions (including Long COVID). Our lead
product, Ampligen, is an immuno-modulator with significant opportunity across multiple high-value disease areas, and we continue to explore
its broad application potential through our R&D efforts.
We
are able to continue developing Ampligen and stay focused on clinical execution due to the Company’s prudent financial management
over the past year. We have reduced R&D and G&A expenses, and the Company’s cash position is expected to fund operations
across multiple key milestones through the end of 2024. It is imperative that we protect this progress.
Recent
clinical highlights include:
| ● | September
2023: Received complete topline data report from Roswell Park Comprehensive Cancer’s
Phase 1 study evaluating Ampligen (rintatolimod) as a component of a CKM regimen for the
treatment of early-stage triple negative breast cancer (TNBC). The results confirmed
the treatment was well tolerated, with promising clinical activity of pathologic complete
response (pCR) + microinvasive residual disease (ypTmic) at 66%, comparable to pembrolizumab/neoadjuvant
chemotherapy (NAC). |
| ● | August
2023: Ampligen was identified as one of two potential therapeutics possessing modest
to high potential for the treatment of post-COVID conditions out of 22 identified ongoing
randomized clinical trials in a recent peer-reviewed publication. |
| ● | August
2023: Received updated data from Early Access Program (EAP) at Erasmus Medical Center
which bolsters previously published data indicating that treatment with Ampligen following
FOLFIRINOX was associated with improved survival rates in pancreatic cancer patients compared
to matched controls of patients who did not receive Ampligen. |
| ● | August
2023: Commenced and completed full enrollment in the Company’s Phase 2 study
evaluating Ampligen as a potential therapeutic for people with post-COVID conditions (AMP-518). |
| ● | June
2023: Announced the publication of pre-clinical data that suggests Ampligen has the potential
to act directly on tumor cells to reduce tumor cell growth in pancreatic cancer patients
with sufficient tumor levels of TLR-3, indicating a potential biomarker to identify patients
who may respond to Ampligen. The anti-tumor analysis was published in the peer-reviewed journal
American Journal of Cancer Research in the paper “Rintatolimod: A potential
treatment in patients with pancreatic cancer expressing Toll-like receptor 3.” |
| ● | June
2023: Received the required approvals from the Netherlands for Erasmus Medical
Center (“Erasmus MC”) to begin a Phase 1b/2 study evaluating Ampligen in combination
with AstraZeneca’s Imfinzi, an FDA approved checkpoint inhibitor in specific cancers,
under the previously announced external sponsored collaborative clinical research agreement
with AstraZeneca and Erasmus MC. |
| ● | June
2023: Announced the opening of an additional clinical trial site at the University
of Nebraska for Phase 2 study of Ampligen for the treatment of pancreatic cancer (AMP-270). |
Our
Refreshed Board Has the Right Industry Experience and Backgrounds to Successfully Lead AIM Forward
Under
the current Board, AIM is positioned to capitalize on its significant momentum and achieve additional clinical milestones in 2024. Your
current Board members – and candidates for election this year – include:
| ● | Stewart
L. Appelrouth – Mr. Appelrouth has valuable financial and regulatory expertise
as a certified public accountant with over 40 years of accounting and audit experience. His
extensive experience as an accountant and provider of business and tax consulting services
equips him to serve as Chairman of the Board’s Audit Committee. |
| ● | Nancy
K. Bryan – Ms. Bryan possesses deep commercial, marketing, business development
and corporate finance expertise from her service at major pharmaceutical companies including
Merck, GlaxoSmithKline and Bayer Pharmaceuticals as well as startup biotech companies including
Indevus Pharmaceuticals and NPS Pharmaceuticals. She was named a director in March 2023 as
part of AIM’s effort to bring additional diverse perspectives and biotechnology commercialization
experience into the boardroom. |
| ● | Thomas
K. Equels, M.S., J.D. – Mr. Equels is Executive Vice Chairman, Chief Executive
Officer and President and has over 25 years of experience as a practicing attorney specializing
in complex business litigation. He also has extensive experience in clinical trial design
and development, creating intellectual property concepts and in financing drug development. |
| ● | Dr.
William M. Mitchell – Dr. Mitchell serves as Chairman of the Board and has extensive
medical industry experience, including as a Professor of Pathology at Vanderbilt University
School of Medicine, a board-certified physician and a former member of the board of directors
of Chronix Biomedical, a company involved in next-generation DNA sequencing for medical diagnostics. |
The
Activist Group is Not Acting in the Best Interests of AIM Shareholders and Cannot be Trusted With Your Investment
We
believe the Activist Group has a self-interested agenda that will put your investment in AIM at serious risk. In fact, the Activist Group
appears motivated in part by its attempt to get reimbursed for the millions of dollars of expenses it has incurred in trying to take
over the AIM Board.
The
Activist Group has disclosed that its members “intend to seek reimbursement from the Company of all expenses” for not only
their 2023 campaign and litigation but also all expenses incurred in connection with last year’s failed campaign. In total,
the Activist Group intends to seek reimbursement from the Company for expenses that they estimate will exceed $5.5 million. They have
also indicated that they do not intend to submit the matter of their reimbursement to a shareholder vote if their nominees are elected,
meaning that they plan to force you – the AIM shareholders – to foot the bill for their millions of dollars of expenditures
without giving you any say. Remarkably, over $2 million of this reimbursement would be used to repay Chioini and his long-time associate
and known felon, Xirinachs – neither of whom is even an AIM shareholder – for their failed efforts to take control
of the Company in 2022.
The
Delaware Court of Chancery described the Activist Group as a “web of individuals” working together to nominate a slate
of nominees to take control of the Board in 2022. As noted above, the Activist Group’s interconnections and similar composition
this year is striking. (See Figure 1).
AIM
is committed to protecting the best interests of all shareholders and positioning the Company to capitalize on important upcoming clinical
milestones. We encourage you to vote on the WHITE card to safeguard AIM and support its highly qualified Board.
To
learn more, shareholders are encouraged to visit: www.SafeguardAIM.com
Sincerely,
The
AIM ImmunoTech Board of Directors
***
WE
URGE YOU TO COMPLETE, DATE AND SIGN THE ENCLOSED WHITE PROXY CARD AND MAIL IT PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED,
OR VOTE BY TELEPHONE OR THE INTERNET AS INSTRUCTED ON THE WHITE PROXY CARD, WHETHER OR NOT YOU PLAN TO ATTEND THE 2023 ANNUAL
MEETING.
THE
BOARD RECOMMENDS A VOTE “FOR ALL” OF OUR BOARD’S NOMINEES (STEWART L. APPELROUTH, NANCY K. BRYAN, THOMAS K.
EQUELS AND DR. WILLIAM M. MITCHELL) ON PROPOSAL 1 USING THE ENCLOSED WHITE PROXY CARD.
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 Twitter, 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. 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 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 this press release. Among other things, for those
statements, the Company claims the protection of 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
Information
The
Company has filed a definitive proxy statement and associated WHITE proxy card with the SEC in connection with the solicitation
of proxies for the Company’s 2023 Annual Meeting. Details concerning the nominees of the Company’s Board of Directors for
election at the 2023 Annual Meeting are included in the proxy statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS
OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S PROXY STATEMENT
AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors
and stockholders will be able to obtain a copy of the definitive proxy statement, any amendments or supplements thereto and other documents
filed by the Company free of charge from the SEC’s website, www.sec.gov. Copies of these materials will also be available free
of charge on AIM’s Investor Relations website at https://aimimmuno.com/sec-filings/.
Participants
in the Solicitation
The
Company, its directors and certain of its executive officers are participants in the solicitation of proxies from stockholders in respect
of the 2023 Annual Meeting. Information regarding the names of the Company’s directors and executive officers and their respective
interests in the Company by security holdings or otherwise is set forth in the Company’s Definitive Proxy Statement, filed with
the SEC on November 6, 2023. To the extent holdings of such participants in the Company’s securities have changed since the amounts
described in the Definitive Proxy Statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership
on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. These documents can be obtained free of charge from the
sources indicated above.
Investor
Contact:
JTC
Team, LLC
Jenene
Thomas
833-475-8247
AIM@jtcir.com
Media
Contact:
Longacre
Square Partners
Joe
Germani / Miller Winston
AIM@longacresquare.com
On
November 6, 2023, the Company launched the website www.SafeguardAIM.com in connection with the 2023 Annual Meeting. A copy of the materials
on the website can be found below.
On
November 6, 2023, the Company posted the below message on Stocktwits.com.
Today,
AIM ImmunoTech ($AIM) announced it has filed its definitive proxy statement and sent a letter to shareholders in connection with its
2023 Annual Meeting of Stockholders scheduled for December 1, 2023. Additionally, AIM has launched www.SafeguardAIM.com to keep shareholders
up to date on key developments. Read the full letter to shareholders here: https://www.businesswire.com/news/home/20231105960127/en/AIM-ImmunoTech-Files-Definitive-Proxy-Statement-and-Sends-Letter-to-Shareholders
AIM ImmunoTech (AMEX:AIM)
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