Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
29 November 2023 - 8:54AM
Edgar (US Regulatory)
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. )
Filed
by the Registrant ☒
Filed
by a party other than the Registrant ☐
Check
the appropriate box:
☐ |
Preliminary
Proxy Statement |
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|
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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 |
On
November 28, 2023, AIM ImmunoTech Inc. (the “Company”) issued the following press release in connection with the Company’s
2023 annual meeting of stockholders.
AIM
ImmunoTech Provides Update Regarding Annual Meeting
AIM
Will Convene Annual Meeting on December 1st and then Adjourn Until December 29th to Give Delaware Court Additional
Time to Deliver Ruling in Activist Group Litigation
OCALA,
Fla., November 28, 2023 — AIM ImmunoTech Inc. (NYSE American: AIM) (“AIM” or the “Company”) today announced
that the Company will convene its upcoming 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) as planned on
December 1, 2023, and will then adjourn proceedings, without conducting any other business, until December 29, 2023. The purpose of the
adjournment is to provide the Delaware Court of Chancery (the “Court”) with sufficient time to issue a ruling with respect
to the litigation brought against the Company and its directors by a member of a group of individuals who are seeking to nominate three
candidates for election to AIM’s four-person Board of Directors (the “Board”) (collectively, the “Activist Group”).
As
a reminder, the AIM Board unanimously determined that the Activist Group’s nomination notice (the “Notice”) is invalid
because it omits key information and includes misleading information, ignoring what the Company’s Bylaws require to be disclosed.
Unless the litigation results in a finding that the Notice is valid, the Company will not recognize the Activist Group’s attempted
nominations and any proxies submitted or votes cast for the election of the individuals on the Activist Group’s proxy card will
be disregarded.
The
record date for determining shareholders eligible to vote at the 2023 Annual Meeting will remain the close of business on October 2,
2023.
To
learn more, visit: www.SafeguardAIM.com.
***
If
you have any questions or require any assistance in voting your shares, please contact our proxy solicitor:
Morrow
Sodali LLC
430
Park Avenue, 14th Floor
New
York, NY 10022
Stockholders
Call Toll Free: (800) 662-5200
Banks,
Brokers, Trustees, and Other Nominees Call Collect: (203) 658-9400
Email:
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 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.
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
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