AIM ImmunoTech (AIM) Refutes Activist Group’s False and Misleading Claims

AIM ImmunoTech Inc. (NYSE American: AIM) (“AIM” or the “Company”) today issued the following statement refuting the false and misleading claims recently made by a group of activist investors (collectively, the “Activist Group”) relating to their multi-year attempt to take over AIM’s Board of Directors (the “Board”) at the upcoming 2024 Annual Meeting of Stockholders (the “Annual Meeting”), presently scheduled for December 17, 2024.

Since 2016, the Board and management team have worked to overcome multiple obstacles, refocus the Company’s clinical development programs to high-value indications, improve its financial condition and lay the foundation for long-term shareholder value creation. To be clear, the Board and management are unhappy with the Company’s stock price performance – but they are doing everything possible to continue the significant momentum with Ampligen – which is ultimately what will create long-term value for all shareholders.

Unfortunately, the Activist Group has accused AIM of lying about its historical share price. The Activist Group, however, is the one who is lying by claiming in its proxy statement: “On February 25, 2016, the day that Mr. Equels assumed the role of CEO, AIM’s stock closed at $87.15.”1

The truth is that AIM’s stock has never traded anywhere near such a price:

• Just 20 days after February 25, 2016, in a Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2016 (the “March 2016 Form 8-K”), AIM confirmed that, “as of March 15, 2016, the closing price on the NYSE MKT was $0.16.”2

• The March 2016 Form 8-K disclosed the Company’s receipt of written notice from the NYSE MKT LLC (n/k/a NYSE American) that the Company was not in compliance with the exchange’s continued listing standards because the Company’s common stock had been selling at what the NYSE American considers a “low selling price”3 – generally trading below $0.20 per share for an extended period of time.

• In the March 15, 2016 letter to AIM referenced above, the NYSE MKT LLC confirmed the stock was trading persistently at a low level by noting: “the price per share of the Company’s Common Stock has closed at or below $0.20 since July 17, 2015…”4

The reality is that the Activist Group has lied repeatedly to shareholders. Consider the following instances where its members have been found by the Delaware Court of Chancery (the “Court”) to have lied to or misled shareholders:

1. In 2023, the Activist Group’s 2023 nomination notice obscured the roles of Todd Deutsch, Franz Tudor and others in connection with the 2022 nomination effort and omitted important information regarding the Activist Group’s 2023 nomination effort.

• The Court noted, “Directors and stockholders would justifiably want to know whether a nomination is part of a broader scheme. Such information was withheld from or obfuscated in the Kellner Notice.”5
• The Court added, “The Kellner Notice states that before July 2023, ‘no decision was made [for any of Kellner, Deutsch or Chioini] to work together to advance potential nominations or otherwise take any action with respect to the Company.’ This statement is false.”6

2. The Activist Group also concealed key information related to their nominees’ governance track records on public boards in the 2023 nomination notice.

• The Court wrote, “The questionnaires required nominees to disclose any adverse recommendation from proxy advisory firms in connection with their service on other boards. Kellner, Deutsch, and Chioini each had prior ‘withhold’ recommendations that they neglected to disclose … [i]nstead, they each affirmatively checked ‘no.’ Those representations were untrue.”7

3. The Activist Group hid its true backers, Mr. Tudor and Michael Xirinachs, in the 2022 nomination notice.

• According to the Court, “Jorgl became an AIM stockholder solely to front a nomination and shield undisclosed persons behind the scenes. Those persons included two white collar criminals—one of whom had become increasingly hostile to AIM and had misrepresented himself as an AIM representative to third parties.”8

4. The 2022 notice also disguised the true motivations of the Activist Group.

• The Court wrote, “The evidence also indicates that [Messrs.] Tudor’s and Xirinachs’s actions went beyond loose discussions about the nominations. Their actions appear purposefully directed toward a shared goal of taking control of the Board. They were coordinated and constructed over a period of weeks.”9

Furthermore, the Court confirmed “The plaintiff’s group – not the Board – are ‘the ones engaging in manipulative conduct”10 by pursuing litigation against AIM. The Delaware Court of Chancery agreed with the Board in both 2022 and 2023.

Following the Activist Group’s appeal, the Supreme Court of Delaware upheld the Court’s decision in favor of AIM earlier this year – yet the Activist Group continues to seek reimbursement from AIM for money its members spent on litigation against the Company that they lost.

We believe it is highly problematic for a company with a market capitalization of approximately $13 million to reimburse the Activist Group for upwards of $8 million in litigation expenses, especially because the Delaware Supreme Court itself found that they aren’t entitled to them: “The case is not remanded for an award of attorneys’ fees and costs. It is closed.”11

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.

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