ISS Finds That Activist Group’s Plan is
“Limited” and Does Not Justify Control of the Board
ISS Notes Activist Group Nominee Robert L.
Chioini “Does Not Appear to Be an Appropriate Choice for the AIM
Board” Given His Track Record at Rockwell Medical and Ties to
Securities Law Felons
ISS Also Recommends Against Election of
Activist Group Nominee Todd A. Deutsch
AIM Highlights $15 Million+ Investment
Partnership Between Activist Group Nominees Ted Kellner and Paul
Sweeney – Meaning They Are Not Independent of One Another
Company Urges Shareholders to Safeguard AIM by
Voting “FOR” ALL Four of the Board’s Incumbent Candidates on the
WHITE Universal Proxy Card and
Discarding Any Proxy Materials Received from the Activist Group
AIM ImmunoTech Inc. (NYSE American: AIM) (“AIM” or the
“Company”) today announced that independent proxy advisory firm
Institutional Shareholder Services Inc. (“ISS”) has recommended
that shareholders vote “FOR” Company nominees Nancy K. Bryan and
Dr. William M. Mitchell at the upcoming 2024 Annual Meeting of
Stockholders (the “Annual Meeting”), presently scheduled for
December 17, 2024.
In reaching its recommendation against giving the activist
investors’ (the “Activist Group”) nominees control of the AIM Board
of Directors (the “Board”), ISS noted the following: 1
- “…the [Activist Group] plan is limited, only one of its
nominees has relevant life sciences expertise, and half of its
slate has apparent ties to individuals with concerning
backgrounds.”
ISS flags specific concerns with Activist Group nominee Robert
L. Chioini and recommends shareholders vote AGAINST Mr. Chioini and
fellow nominee Todd A. Deutsch:
- “Given Chioini's track record at [Rockwell Medical] and his
connections to [securities law felons] Tudor and Xirinachs, he does
not appear to be an appropriate choice for the AIM
[B]oard.”
Finally, ISS concludes that a solution along the lines of AIM’s
settlement proposal to the Activist Group represents a reasonable
compromise:
- “Perhaps the [C]ompany's suggestion that the [B]oard be
expanded with two or more additional independent directors mutually
agreed by both sides would be the most logical solution.”
Unfortunately, the Activist Group has consistently demanded
upwards of $8 million in expense reimbursement for prior failed
litigation in order to consummate a settlement agreement.
AIM notes that ISS did not appear to take into account the
extensive financial interconnections between Ted D. Kellner and
Paul W. Sweeney that the Company had recently highlighted. It is
essential that investors are aware of the following:
- In a glowing testimonial, Mr. Kellner proclaims himself as
the “largest investor in almost every deal”2 put together by
PS Capital Partners, the private equity firm co-founded by Mr.
Sweeney.
- The fact that Mr. Kellner is apparently the largest investor
in almost all of Mr. Sweeney’s deals is not disclosed in the
Activist Group’s definitive proxy statement,3 preventing the
Board and investors from making an informed decision about the
Activist Group’s nominees.
- We believe this reflects the same pattern seen from the
Activist Group in prior years – repeated attempts to obfuscate
the group’s interconnections and mislead AIM shareholders.
Dr. William M. Mitchell, Chairman of the Board, stated:
“We are grateful ISS recommended in favor of electing two of our
nominees, Nancy Bryan and myself, while highlighting our leadership
experience and expertise in the life sciences industry. In not
recommending turning over control of the Board to the Activist
Group, ISS notes that the Activist Group’s proposed plan for AIM is
not sufficiently detailed and also takes into account the Activist
Group’s connections to securities law felons.
“However, we disagree with several of ISS’s conclusions. First,
AIM’s ability to garner government funding and industry grants for
clinical trials is beneficial because it allows the Company to
avoid paying out of pocket for these trials. That third parties
such as Merck and AstraZeneca are willing to fund these clinical
trials demonstrates that major industry organizations recognize
Ampligen’s potential.
“Second, both Tom Equels and Stewart Appelrouth bring expertise
to the Board that is critical to the success of AIM, and we
strongly urge shareholders to vote for their reelection. As CEO,
Mr. Equels has extensive familiarity with Ampligen. He was
responsible for the focus on pancreatic ductal cancer and the
initiation of the first clinical trial development in the
Netherlands with no clinical trial cost to AIM. Definitive clinical
trials are well underway and indicate the likelihood of proven
efficacy in this high value, devastating cancer with limited
treatment options. Moreover, Mr. Equels is an inventor of record
for several patents assigned to AIM. These include (1) the
combination of Ampligen with immune checkpoint inhibitors for the
treatment of challenging cancers; (2) a novel method for the
treatment of Chronic Fatigue Syndrome; and (3) methods and
compositions for treating debilitating endometriosis, which affects
a significant number of premenopausal women. Mr. Appelrouth is a
nationally recognized forensic CPA who brings valuable financial
and regulatory expertise to the boardroom. He serves as the
essential function of financial expert for AIM’s audit committee.
Both have helped drive the Company’s shift in focus towards
high-value indications.
“We firmly believe the Board has the right experience and
backgrounds to continue overseeing its strategy to create long-term
value for patients and shareholders. Our Board members remain
committed to supporting clinical development programs in areas with
critical unmet needs, especially in the high-value pancreatic
cancer space, to unlock the potential of Ampligen and deliver
significant long-term value for all shareholders.
“We look forward to continuing to engage with AIM shareholders
in advance of the Annual Meeting.”
AIM encourages shareholders to vote “FOR” ALL four of the
Board’s incumbent candidates – Stewart L. Appelrouth,
Nancy K. Bryan, Thomas K. Equels and Dr. William
M. Mitchell – in connection with the Annual Meeting, on the
WHITE universal proxy card.
For more information on how to vote, visit:
www.SafeguardAIM.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 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 Permission to quote ISS neither sought nor obtained. Emphasis
added. 2 See PS Capital Partners’ Testimonials Page available at:
https://pscapitalpartners.com/testimonials/. 3 See Definitive Proxy
Statement filed by the Activist Group with the U.S. Securities and
Exchange Commission (the “SEC”) on November 6, 2024.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241205465233/en/
Investor Contact: JTC Team, LLC Jenene Thomas
908-824-0775 AIM@jtcir.com Media Contact: Longacre Square
Partners Joe Germani / Miller Winston AIM@longacresquare.com
AIM ImmunoTech (AMEX:AIM)
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