AIM - Kellner Group Urges Stockholders of AIM Immunotech to Vote Gold Card Now for Desperately Needed Change | Benzinga
Entrenched AIM Board Escalates Unconscionable Waste of Corporate Assets and Hostility to Stockholders
Stockholders Urged to Act Now Before the Board's Reckless Spending and Self-Interested Behavior
Irreversibly Damage the Company
Stockholders Should Not Be Distracted by False and Misleading Statements by AIM
Kellner Group Owns 6.5% of Outstanding Shares, is Fully Aligned with Stockholders and Brings Skills, Experience and Credibility Necessary for AIM to be Successful
NEW YORK, Nov. 16, 2023 /PRNewswire/ -- Ted D. Kellner, Todd Deutsch and Robert L. Chioini (collectively, the "Kellner Group") today issue the following statement in connection with their efforts to bring accountability to the entrenched, incumbent Board of Directors of AIM Immunotech Inc. (NYSE:AIM) and create value for stockholders. The Kellner Group is convinced that they have the experience to make AIM successful and that an immediate change in directors on the AIM board at this year's annual meeting is absolutely necessary.
AIM Board's Entrenchment Efforts and Wasteful Spending Have Reached Shocking New Levels
The current, entrenched AIM Board of William Mitchell, Stewart Appelrouth, Nancy Bryan and Tom Equels estimates it will spend an astonishing $7.8 million in connection with its proxy solicitation and the ongoing Delaware litigation this year. Last year, AIM's legal and public relations expenses increased by approximately $5.0 million (that's just the increase, not even the absolute amount) as it waged legal attacks on AIM stockholders and other individuals just to prevent stockholders from a simple vote in a fair election. Together with other entrenchment efforts this year (such as the oppressively burdensome advance notice bylaw amendments and renewed effort to pursue the Florida litigation against AIM's largest stockholders and others), we estimate AIM's incumbent Board has recklessly spent almost $15.0 million in the past two years on their self-interested campaign to avoid any accountability to stockholders. The fact that these corporate assets are wasted for the purpose of preventing a basic vote on who represents stockholders on the Board is unconscionable and a complete abdication of fiduciary duties and an attack on fundamental stockholder rights.
Stockholders should not let the incumbent Board mislead them – this egregious wasteful spending is an intentional strategy by the Board to entrench itself at all costs just so that it can keep enriching itself at stockholder expense.
- The Board initiated and continues to pursue the Florida litigation despite multiple dismissals and the potential for sanctions against AIM. The Board also still continues to make claims and incur costs in the Delaware litigation from 2022, which ended in substance last year.
- The entrenched Board undertook a significant effort in March 2023 to change the advance notice bylaws and make them substantially more burdensome and ambiguous than before, and included provisions specifically targeted at the Kellner Group and any AIM stockholders who would ever seek to bring accountability to the Board. The clear purpose, in our view, was to provide pretext to deny any nomination, no matter the disclosure provided, and it was inevitable that any nomination attempt would lead to more litigation.
- The incumbent Board has engaged in wasteful litigation conduct in the pending Delaware action with respect to this year's nominations, issuing subpoenas to dozens of non-parties, including numerous friends and family members of the Kellner Group for no purpose other than harassment.
- As if that is not enough, AIM has even threatened to our counsel that it would initiate additional litigation based on unspecified federal or state claims.
- Never, not once, has the entrenched Board made any attempt whatsoever to engage in dialogue to reach a mutual agreement or obtain an understanding of the true facts or do anything that might have avoided this destructive and wasteful path.
The Kellner Group is Fully Aligned with AIM Stockholders. The Incumbent Board is Not.
The incumbent Board and CEO Equels disingenuously claim that they are taking this unprecedented action of attacking stockholders and wasting millions of dollars in company money on lawyers to deny basic stockholder rights to "protect AIM shareholders and the Company". Yet, Mr. Kellner and Mr. Deutsch are long-term stockholders who collectively own 6.5% of outstanding AIM stock – making them the largest stockholder or group of stockholders in the Company. They have collectively invested over $7 million in AIM stock and have each suffered a significant loss in value of their AIM investments under the watch of the incumbent Board. They are convinced that new, independent directors can save AIM and make it succeed, and they have no motivation other than to improve AIM's fortunes for themselves and other stockholders, and there is no basis to suggest otherwise.
By stark contrast, the entire incumbent Board and management own less than 2% of outstanding AIM stock, excluding their stock options. Additionally, under the entrenched Board and Equels, AIM has lost 99% of its stock price value, has not obtained any FDA approvals for Ampligen and has lost approximately $100 million. And they are on track to have wasted $15 million just on trying to prevent AIM stockholders from exercising their basic rights to vote on a simple Board nomination at the annual meeting – the incumbent Board is spending more on entrenching itself than it is on research and development!
The facts show that AIM and Equels are misleading investors and they are clearly not protecting stockholders and the Company. Instead, they are wasting millions of dollars of Company money litigating against two of their largest stockholders who both have a far greater stake in AIM's success than the entire AIM Board. We are convinced that the entrenched AIM directors are trying to prevent our director nominations at the 2023 annual meeting solely because they want to preserve their self-enrichment and continue to pay themselves outrageous sums of money at stockholder and Company expense. They have proven this by wasting millions upon millions of Company funds in their attempt to bully and sue AIM stockholders instead of dedicating resources to Company sponsored FDA approved clinical trials for Ampligen.
The entrenched AIM Board tries to further mislead by questioning the Kellner Group's motivations because of the typical practice to seek reimbursement for expenses, while ignoring the fact that the incumbent AIM Board has already wasted multiples of millions more in corporate assets, which belong to stockholders and not the Board, in its scorched earth self-interested entrenchment campaign. Here is the key difference between the Kellner Group and the incumbent Board members – the Kellner Group members will take their fiduciary duties seriously, whereas the incumbent Board grossly breaches them. Any decision by the Kellner Group members to approve reimbursement as directors would be made only to the extent consistent with applicable fiduciary duties. Unfortunately for stockholders, the incumbent Board has already squandered a significant portion of AIM's assets without any such consideration. The only chance now to stop this ongoing egregious waste of company assets is to elect the Kellner Group.
The reality is that the incumbent Board of Mitchell, Appelrouth, Bryan and Equels has seriously jeopardized the financial condition and prospects of the ...