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
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.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20231105960127/en/
Figure 1 (Graphic: AIM ImmunoTech
Inc.)
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231105960127/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)
Historical Stock Chart
From Apr 2024 to May 2024
AIM ImmunoTech (AMEX:AIM)
Historical Stock Chart
From May 2023 to May 2024