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OCALA, Fla.--(BUSINESS WIRE)--Oct 26, 2022--
The Board of Directors (“Board”) of AIM ImmunoTech Inc. (NYSE: American AIM) (“AIM” or the “Company”) today issued a letter to shareholders to correct the record around recent false and misleading statements made by Jonathan Jorgl and other members of an activist group, who have attempted to nominate two director candidates for election as directors at the Company’s 2022 Annual Meeting of Shareholders and are seeking to take control of the Board.
The full text of the letter follows:
October 26, 2022
Dear fellow shareholders:
We are writing to you today to set the record straight following the web of false and misleading statements made recently by a group of individuals that is trying to take control of the Board of Directors (the “Board”) of AIM ImmunoTech (the “Activist Group”). Key facts that the Activist Group is concealing include:
Given that these facts only came out in the context of expedited litigation in which the Activist Group tried to prevent and evade discovery, shareholders should ask themselves what else this group may be hiding.
As you may know, our 2022 Annual Meeting of Shareholders (the “Annual Meeting”) is scheduled to be held on November 3, 2022. Jonathan Jorgl, the “face” of the Activist Group, who personally owns only 1,000 shares of AIM and purchased them in late June 2022, has attempted to nominate two director candidates – Robert Chioini and Michael Rice – for election to the Board at the Annual Meeting. If these two individuals were elected, they would control the Board and the Company.
Shareholders have the right to nominate director candidates for election to the Board, but are required to comply with AIM’s bylaws. Like many companies, AIM has bylaw provisions in place to ensure that shareholders nominating director candidates present sufficient information for the Board to assess the nominations and to allow other investors to make informed decisions when they vote. In this case, the Activist Group did not provide this required information and, alarmingly, appears to have concealed myriad facts about its actions, funding, associates and intentions.
After careful deliberation, the Board unanimously determined that these nominations did not comply with AIM’s bylaws and were invalid. Jorgl is attempting to fight this determination in a case currently pending before the Delaware Court of Chancery. On October 5, 2022, the Delaware Court held a hearing on Jorgl’s request for a preliminary injunction. The Court has not yet ruled, but the Company anticipates that the Court will be issuing its decision in advance of the Annual Meeting. Unless the result of the Delaware litigation is that the nominations are valid, all proxies submitted by the Activist Group at the Annual Meeting will be disregarded.
The Activist Group has cherry-picked and distorted information from the litigation discovery and has attempted to create a smokescreen to hide its true intentions. The Company believes the Activist Group is spreading misinformation about the Company, its directors and its progress, including through numerous misleading StockTwits posts by Tudor under his handle “beaufordb” (which he conceded during a deposition belongs to him). It is important that shareholders understand the truth and are not misled by those who do not share their interests.
Fortunately for all shareholders, a great deal of information has come to light as a result of the Activist Group’s lawsuit against the Company. These facts reveal the true picture:
Please consider the following:
The Activist Group’s Campaign Was Orchestrated by Undisclosed Individuals – Including Two Convicted Criminals – Who Have Been Trying to Take Control of AIM for Years
Jorgl is Merely the “Face” of the Activist Group’s Campaign – Which is Financially Supported by Michael Xirinachs, Who Owns No AIM Stock and Recently Pled Guilty to Wire Fraud
The Activist Group Has Nefarious Intentions
Perhaps most damning for the Activist Group’s campaign is that discovery has revealed it is hiding its true intentions for the Company.
The Company received additional evidence in the litigation that the Activist Group includes other undisclosed AIM shareholders with significant ownership in likely violation of the federal securities laws. This evidence included handwritten notes belonging to Ted Kellner that, in reference to 2022 conversations with Todd Deutsch and others, estimate that their undisclosed group had significant aggregate beneficial ownership over AIM shares:
With this context, it is no surprise that despite owning just 1,000 shares acquired for $870, Jorgl and the members of the Activist Group that have been disclosed have said they will spend nearly 1,000 times that (approximately $850,000) on its campaign to take control of the Board.
As to what the Activist Group might do if it is successful, Xirinachs stated in a July 2022 email to Chioini:
The AIM Board Has Successfully Executed on a Multi-Year Turnaround Plan and the Company Has Significant Momentum
The incumbent AIM Board has overseen the Company’s successful efforts to overcome multiple obstacles, keep the lights on when there was no money, improve its financial condition and set the Company on a path towards long-term shareholder value creation.
We appreciate your support and investment in the Company. As described above, the Activist Group’s actions have created much noise and distraction around this year’s Annual Meeting. We urge you to listen to the facts and recognize that the Activist Group’s best interests are not aligned with yours.
Please ignore any proxy materials you receive from the Activist Group and vote on the Company’s WHITE proxy card for your current highly qualified directors to protect your investment.
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 ANNUAL MEETING.
THE BOARD RECOMMENDS A VOTE “ FOR ALL ” OF OUR BOARD’S NOMINEES
(STEWART L. APPELROUTH, THOMAS K. EQUELS AND WILLIAM M. MITCHELL)
ON PROPOSAL 1 USING THE ENCLOSED 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.
Morrow Sodali
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 plans to initiate 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.
View source version on businesswire.com:https://www.businesswire.com/news/home/20221026006042/en/
CONTACT: Investors:
JTC Team, LLC
Jenene Thomas
833-475-8247
AIM@jtcir.comORMorrow Sodali
AIM@investor.MorrowSodali.comMedia:Longacre Square Partners
Dan Zacchei / Joe Germani
dzacchei@longacresquare.com/jgermani@longacresquare.com
KEYWORD: UNITED STATES NORTH AMERICA FLORIDA
INDUSTRY KEYWORD: BIOTECHNOLOGY COVID-19 HEALTH PHARMACEUTICAL ONCOLOGY
SOURCE: AIM ImmunoTech Inc.
Copyright Business Wire 2022.
PUB: 10/26/2022 05:12 PM/DISC: 10/26/2022 05:12 PM
http://www.businesswire.com/news/home/20221026006042/en