Warns Shareholders that Activist Group’s
Self-Interested Agenda Could Disrupt AIM’s Momentum and Destroy
Chances for Near-Term Value Creation
Expresses Excitement About Encouraging Progress
of Clinical Trials for Ampligen in High-Value Indications Including
Pancreatic Cancer
Urges Shareholders to Safeguard AIM by Voting
“FOR” ALL Four of the Board’s Incumbent Candidates and Discarding
Any Proxy Materials from the Activist Group
Visit www.SafeguardAIM.com for More
Information
AIM ImmunoTech Inc. (NYSE American: AIM) (the “Company”) today
announced that the Company has filed its definitive proxy statement
with the U.S. Securities and Exchange Commission in connection with
its upcoming 2024 Annual Meeting of Stockholders, scheduled for
December 17, 2024. The Company also mailed a letter to
shareholders.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20241104047141/en/
Figure 1 (Graphic: Business Wire)
The full text of the letter to shareholders follows:
November 4, 2024
Dear Fellow Shareholders:
Thank you for your investment in AIM ImmunoTech Inc. (“AIM” or
the “Company”). Your vote at this year’s 2024 Annual Meeting of
Stockholders (the “Annual Meeting”), scheduled for December 17,
2024, is critical. For the third year in a row, a group of activist
investors (collectively, the “Activist Group”) has nominated a
slate of nominees – which this time includes Robert L. Chioini,
Todd Deutsch, Ted D. Kellner and Paul W. Sweeney – in an attempt to
take control of the AIM Board of Directors (the “Board”). This
year, the Activist Group – which includes individuals with
checkered pasts who have close ties to securities law felons – is
trying to replace your entire four-member Board.
We believe AIM has a bright future. We continue to execute on
our strategy to create sustainable value for you and have
significant momentum with our lead drug candidate, Ampligen, in
areas with critical unmet needs – especially in the high-value
pancreatic cancer space. Our active clinical trials are bringing us
closer to helping patients and unlocking the Company’s intrinsic
value for our shareholders.
However, our progress could be put in jeopardy if the Activist
Group takes control of the Board. Electing the Activist Group’s
nominees could severely disrupt our forward momentum, give them
access to AIM’s capital and destroy the chances of near-term value
creation for shareholders.
If the Activist Group actually wanted to create value for you,
we believe it would have put forth a detailed operational plan and
explain what it would do differently – which
it has not done. We believe the Activist Group’s campaign
shows a complete lack of seriousness and disregard for fellow
shareholders.
What makes the Activist Group’s campaign even more worrying is
that it is seemingly designed to get reimbursement from AIM – using
shareholders’ money – for the millions of dollars its members have
spent trying to take control of the Board. Don’t take our word for
it – just read the Activist Group’s proxy statement, where it
discloses its plan to recoup over $5 million spent in connection
with certain of its members’ efforts relating to the Company’s 2023
Annual Meeting of Stockholders if it wins control of the Board, in
addition to whatever expenses the Activist Group incurs in
connection with this year’s Annual Meeting. The Activist Group has
also indicated that it does not intend to submit this matter to a
shareholder vote – forcing you, the shareholders, to foot its bill
without any say.
In light of all this, your Board has determined that electing
the Activist Group’s nominees to the Board would not be in the best
interests of all shareholders. The Board is committed to protecting
the significant momentum AIM has built over the last several years
and is well-positioned to continue driving the clinical and
operational execution of our pipeline.
We urge you to protect your investment by voting for the
election of your Board’s incumbent candidates – Stewart L.
Appelrouth, Nancy K. Bryan, Thomas K. Equels and
Dr. William M. Mitchell – on the WHITE universal proxy card.
In contemplating your vote, we ask that you consider the
following:
The Activist Group Includes Criminals and Individuals Who
Have Attempted to Mislead AIM Shareholders for Years
Members of the Activist Group have repeatedly tried to take over
your Board for years – all while attempting to hide key information
from shareholders and mislead you about their true plans and the
unsavory characters that are part of their efforts.
This year is no different. The Activist Group is attempting to
replace your entire Board with four of its interconnected cronies –
Messrs. Chioini, Deutsch, Kellner and Sweeney – nearly all of whom
have been part of the multi-year effort to take control of AIM.
In each year that the Activist Group has sought control of the
Board, we have unearthed new disturbing information about its
members and past associates, as well as the nefarious tactics
several of these individuals have employed, including initiating
multiple lawsuits against AIM and their submission of nomination
notices containing false statements and material omissions.
As the Delaware Court of Chancery (the “Court”) noted in 2022,
in describing the Activist Group’s actions: “[t]he facts read like
a game of telephone.”1 Consider the below details:
- The Activist Group’s roots trace back to the efforts of Franz
N. Tudor – a felon, who was convicted of
insider trading – who began misrepresenting himself as
associated with AIM to third parties – including an FDA lobbyist
and principal investigators for Ampligen. Mr. Tudor’s behavior was
so egregious that AIM successfully obtained an injunction against
him in Marion County, Florida in August 2021.2
- Mr. Tudor then solicited Mr. Chioini to join members of the
Activist Group. The two knew each other well, having worked
together for nearly a decade at Rockwell Medical Technologies, Inc.
(“Rockwell Medical”). But the Company later learned that Mr.
Chioini had been fired as Rockwell
Medical’s CEO because, according to Rockwell Medical, he “lacked
key attributes necessary to oversee the growth and long-term
success of the [c]ompany.”3 Rockwell Medical ultimately sued Mr.
Chioini, stating that he “refuse[d] to accept the decision” and,
following his termination, took “action purportedly on the
[c]ompany’s behalf without authorization.”4
- Mr. Chioini then solicited the aid of yet
another felon, Michael Xirinachs, who pled guilty to wire
fraud involving fraudulent securities trading and misuse of funds.5
Mr. Xirinachs agreed to fund members of the Activist Group’s
activities6 – we believe likely in exchange for a promise that he
could be reimbursed with generous interest from the Company’s
coffers. But the Activist Group failed to disclose Mr. Xirinachs’
involvement in the scheme until it was revealed in litigation
discovery,7 instead attempting to run the funds through a separate
entity to conceal Mr. Xirinachs’ involvement.8
- Email communications show that Mr. Xirinachs began discussing
AIM with members of the Activist Group around the time of his legal
troubles.9 This felon, who, like Mr. Chioini, is not a shareholder, agreed to pay for the legal
fees in connection with their nomination efforts at the
Company.10
- Messrs. Xirinachs and Chioini worked with Mr. Tudor to plan the
2022 campaign before Jonathan Jorgl – the “face” of the 2022
campaign – was even asked to purchase shares.11 Further, Mr. Jorgl
was used to hide the involvement of Mr. Xirinachs and others –
which involvement the Activist Group only admitted to after Mr.
Xirinachs’ involvement was disclosed in discovery.12
- Leading up to the 2022 campaign, it was disclosed that Mr.
Chioini texted a business associate of his that he was “burning a
Cuban [cigar] . . . on my dock . . . [t]he same thing we’re going
to do when we celebrate . . . taking control of the
[C]ompany.”13
- Mr. Tudor has known Mr. Deutsch for over 15 years, having
worked together at the Galleon Group,14 a hedge fund that closed in
2009 after an insider trading scandal led to
over 50 convictions or guilty pleas.15
- Current nominees Messrs. Deutsch and Kellner have known each
other for over two decades and invested in more than 20 companies
together.16
- Current nominees Messrs. Chioini and Deutsch have business ties
to the orchestrator of the original campaign, convicted criminal,
Mr. Tudor.17
- Individuals formerly associated with the Activist Group have,
in years past, spread disparaging misinformation about the Company,
its directors and its progress, including through numerous
misleading internet posts by Mr. Tudor under the pseudonym
“beaufordb” (which Mr. Tudor was later forced to concede during a
deposition belongs to him).
- Following litigation brought by a member of the Activist Group,
the Court agreed with the Board’s determination and found that the
Activist Group’s 2022 nomination notice “was – at best –
misleading.”18
- The Court agreed with the Board and found that the Activist
Group flouted AIM’s Bylaws and determined that the Activist Group
was “engaging in manipulative conduct.”19
- In its 2023 nomination notice, the Activist Group finally
exposed its motives for seeking control of the Board – namely
its plan to force AIM shareholders to foot
the bill for the millions of dollars of expenses it incurred
in connection with its failed 2022 campaign.20
- At no point has the Activist Group presented any business plan
or CEO candidate for AIM. Why? Because it has
no plan – beyond, we believe, draining AIM’s resources to
pay its members and their associates millions of dollars related to
their years-long efforts to seize control of the Board.
The Court described the Activist Group as a “web of individuals”
working together to nominate a slate of nominees to take control of
the Board in 2022.21 Two years later, the interconnections remain
striking. (See Figure 1)
Our Board and Management Team are Driving Significant
Momentum
The Board and management team have established a robust pipeline
developing our lead product candidate Ampligen across a number of
disease areas – with a true focus on oncology indications – and a
cash position expected to fund operations through multiple key
milestones.
Ampligen has shown broad-spectrum activity in human clinical
studies with significant positive data published in numerous
well-respected journals and forums. We have multiple active and
ongoing clinical trials for Ampligen across areas of unmet medical
need and high-value indications. Advancing these human clinical
studies is our primary focus and we have established a growing body
of consistent safety and efficacy data with Ampligen that continues
to encourage us and our program collaborators.
In particular, we are developing Ampligen as part of a
combination therapy with our lead program in pancreatic cancer.
We’ve seen exciting data in two ongoing Phase 2 studies of Ampligen
and AstraZeneca’s Durvalumab for pancreatic cancer and Merck’s
Keytruda.
Other key accomplishments and milestones in 2024 include:
- Metastatic Pancreatic Ductal
Adenocarcinoma
- Commenced enrollment and dosing in DURIPANC Phase 1b/2 study
combining Ampligen® with AstraZeneca’s anti-PD-L1 immune checkpoint
inhibitor Imfinzi® (durvalumab) for the treatment of late-stage
pancreatic cancer;
- Announced that the first dose level is generally well-tolerated
in the DURIPANC Phase 1b/2 study of Ampligen and Imfinzi as a
combination therapy for late-stage pancreatic cancer; and
- Reported positive preliminary data from Phase 1b/2 Study of
Ampligen and Imfinzi as a combination therapy for late-stage
pancreatic cancer demonstrating a preliminary finding of stable
disease in two out of three patients at six months in the first
subject cohort.
- Locally Advanced Pancreatic
Adenocarcinoma
- Received authorization from the Erasmus Medical Center Ethics
Committee to open a European site for the ongoing Phase 2 study
(“AMP-270”) of Ampligen as a therapy for locally advanced
pancreatic cancer; and
- Announced the publication of new data analysis from a long-term
Early Access Program studying Ampligen for the treatment of
advanced pancreatic ductal adenocarcinoma.
- Recurrent Ovarian Cancer
- Reported positive top-line, protocol-planned interim report
data from the study of Ampligen combined with pembrolizumab for the
treatment of recurrent ovarian cancer.
- Post-COVID Conditions
- Reported positive topline results from the Company’s Phase 2
study evaluating the efficacy and safety of Ampligen as a potential
therapeutic for people with the post-COVID condition of fatigue
(“AMP-518”); and
- Reported an analysis of the AMP-518 clinical trial which
supported the Company’s belief in Ampligen as a potential
therapeutic for people with the moderate-to-severe post-COVID
condition of fatigue, and that this would be the likely subject
population for AIM’s planned follow-up clinical trial.
- Additional Key Accomplishments
- Successfully completed cGMP manufacturing of 9,042 clinical
vials of Ampligen;
- Announced the publication of new pre-clinical data of Ampligen
as part of a combinational therapy in the treatment of melanoma;
and
- Granted a patent for Ampligen for the treatment of
endometriosis.
Furthermore, we are executing our clinical strategy to prepare a
compelling data package for discussions on big pharma development
and commercialization.
Our Well-Qualified Board Has the Right Experience to Drive
AIM Forward
We believe our Board has the right mix of experience and
skillsets to oversee the Company’s strategy for value creation.
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 of the Company
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.
Together, the Board has taken the necessary steps to defend the
best interests of shareholders while maintaining the significant
momentum of our development pipeline. We are confident they have
the right experience and backgrounds to continue advancing AIM
toward sustainable value creation.
We are committed to protecting the best interests of
shareholders and appreciate your support and investment in the
Company.
Please ignore any proxy materials you receive from the Activist
Group and vote on the Company’s WHITE universal proxy card for your current
highly qualified directors to protect your investment.
If you have any questions or need further assistance, please
contact our proxy solicitor, Sodali & Co. at
AIM@investor.Sodali.com or (800) 662-5200.
To learn more, shareholders are encouraged to visit:
www.SafeguardAIM.com.
Sincerely,
AIM ImmunoTech Inc. Board of Directors
WE URGE YOU TO COMPLETE, SIGN, DATE AND
RETURN THE ENCLOSED WHITE UNIVERSAL
PROXY CARD AND MAIL IT PROMPTLY IN THE POSTAGE-PAID ENVELOPE
PROVIDED, OR VOTE BY INTERNET AS INSTRUCTED ON THE WHITE UNIVERSAL PROXY CARD, WHETHER OR NOT YOU
PLAN TO VIRTUALLY ATTEND THE ANNUAL MEETING.
THE BOARD RECOMMENDS A VOTE “FOR” ALL OF OUR
BOARD’S CANDIDATES (STEWART L. APPELROUTH, NANCY K. BRYAN, THOMAS
K. EQUELS AND DR. WILLIAM M. MITCHELL) ON PROPOSAL 1 USING THE
ENCLOSED WHITE UNIVERSAL 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 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/.
1 Jorgl v. AIM ImmunoTech Inc. et al., 2022 WL 16543834, at *1
(Del. Ch. Oct. 28, 2022). (emphasis added). 2 See Jorgl, 2022 WL
16543834, at *3. 3 See Kellner v. AIM ImmunoTech Inc., 307 A.3d
998, at 1008. 4 See Press Release issued by Rockwell Medical on May
24, 2018, available at:
https://www.prnewswire.com/news-releases/rockwell-medical-issues-statement-300654699.html.
5 See Kellner v. AIM ImmunoTech Inc., 307 A.3d 998, at 1010. 6 See
Jorgl, 2022 WL 16543834, at *7–8. 7 See Press Release issued by Mr.
Jorgl on July 21, 2022, available at:
https://www.nasdaq.com/press-release/update-aim-stockholder-full-value-committee-announces-director-nominations-for-aim
(identifying River Rock Advisors LLC as a participant); Preliminary
Proxy Statement filed by Mr. Jorgl et al. with the U.S. Securities
and Exchange Commission (the “SEC”) on September 15, 2022
(belatedly acknowledging Mr. Xirinachs’ involvement); Jorgl, 2022
WL 16543834, at *8. 8 See Jorgl, 2022 WL 16543834, at *8 &
n.92. 9 See id. at *4. 10 See id. at *1. 11 See id. at *14. 12 See
id. at *34. 13 See Press Release issued by the Company on October
26, 2022, available at:
https://aimimmuno.com/aim-immunotech-board-issues-letter-to-shareholders/.
14 See Jorgl, 2022 WL 16543834, at *3. 15 See Press Release issued
by the SEC on October 16, 2009, available at:
https://www.sec.gov/news/press/2009/2009-221.htm. 16 See Kellner v.
AIM ImmunoTech Inc., 307 A.3d 998, 1009 (Del. Ch. Dec. 28, 2023).
17 See id. at 1009; see Kellner v. AIM ImmunoTech Inc., 320 A.3d
239, 247 (Del. 2024). 18 Jorgl, 2022 WL 16543834, at *1. (emphasis
added). 19 See id. at *17. (emphasis added). 20 See Schedule 13D/A
filed by Mr. Kellner with the SEC on September 3, 2024. 21 Jorgl,
2022 WL 16543834, at *1.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241104047141/en/
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
AIM ImmunoTech (AMEX:AIM)
過去 株価チャート
から 11 2024 まで 12 2024
AIM ImmunoTech (AMEX:AIM)
過去 株価チャート
から 12 2023 まで 12 2024
