Statement of the ASFV Committee on Ruling in Delaware Action
November 01 2022 - 5:19PM
Jonathan Jorgl, an AIM ImmunoTech Inc. (NYSE American: AIM) (“AIM”)
stockholder, together with his nominees, Robert L. Chioini and
Michael Rice (collectively, the “AIM Stockholder Full Value
Committee” or the “ASFV Committee”), today announced that on
October 28, 2022, the Delaware Court of Chancery found that Mr.
Jorgl did not meet his burden of proving entitlement to mandatory
injunctive relief, stating that factual questions prevented grant
of judgment for Mr. Jorgl as a matter of law, and as a result Mr.
Jorgl’s motion for a preliminary injunction was denied. The ASFV
Committee fundamentally disagrees with the ruling and the Court’s
conclusions as to matters of fact and law. However, given the late
date of the ruling and the imminent annual meeting to be held on
November 3, 2022, the ASFV Committee does not currently intend to
proceed to trial or seek an appeal.
Consequently, and as disclosed in the ASFV
Committee’s proxy statement, we will be unable to present Mr.
Chioini and Mr. Rice to be considered for election to the board and
proxies granted to us will not be voted at the annual meeting. Any
stockholder that previously delivered a gold proxy card to the ASFV
Committee, and wishes to be represented at the annual meeting,
should consult the Company’s proxy materials for information. on
how to vote either in person or by proxy. Although stockholders
will not be able to vote for Mr. Chioini and Mr. Rice at the annual
meeting or by the Company’s proxy materials, stockholders retain
the ability to “withhold” their votes for the incumbent directors
and to vote against the Company’s say-on-pay proposal.
The ASFV Committee unequivocally reiterates our
position that Mr. Jorgl’s nominations were not made pursuant to any
undisclosed arrangement or understanding and that his notice
complied with the Company’s bylaws. Based on the ASFV Committee’s
proxy statement, which in our view fully complied with all
disclosure requirements and provided all material information with
respect to the background of the solicitation and relationships
with any third parties, AIM stockholders provided significant
support to Mr. Chioini and Mr. Rice and we believe they would have
been overwhelmingly elected had the board not denied the
nominations. While it is terribly unfortunate that the board
appears to have avoided accountability to stockholders, the ASFV
Committee has limited recourse at this time and thus will not
continue with the Delaware action.
Important Information and Participants in the
Solicitation
The ASFV Committee has filed a definitive proxy statement and
associated GOLD proxy card with the
Securities and Exchange Commission (“SEC”) to be used to solicit
votes for the election of its slate of highly-qualified director
nominees at the Annual Meeting. Details regarding the ASFV
Committee’s nominees are included in the proxy statement.
THE ASFV COMMITTEE STRONGLY ADVISES ALL STOCKHOLDERS OF AIM TO
READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Information regarding the identity of participants in the ASFV
Committee’s solicitation, and their direct or indirect interests,
by security holdings or otherwise, is set forth in the ASFV
Committee’s proxy statement. Stockholders can obtain a copy of the
proxy statement, and any amendments or supplements thereto and
other documents filed by the ASFV Committee with the SEC for no
charge at the SEC’s website at www.sec.gov. Copies will also be
available at no charge at the following website:
https://viewproxy.com/aim/. Investors can also contact Alliance
Advisors at the telephone number or email address set for the
above.
As of the date hereof, Mr. Jorgl is the record and beneficial
owner of 1,000 shares of common stock, par value $0.001 per share,
of AIM (the “common stock”). As of the date hereof, no other
Participant is the record or beneficial owner of any shares of
common stock.
Contact:
Alliance Advisors, LLC200 Broadacres Drive, 3rd
FloorBloomfield, New Jersey
07003(877) 728-5012aim@allianceadvisors.com
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