AIM ImmunoTech Inc DEFA14A, filed Oct 12, 2022
AIM ImmunoTech Inc. (AIM)
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 |
| ☐ | Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | 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):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
As previously announced by AIM ImmunoTech Inc. (the “Company” or “AIM”), Jonathan Thomas Jorgl (together, with the other participants in Mr. Jorgl’s solicitation, the “Dissident Group”) submitted documents to the Company purporting to provide notice (the “Purported Nomination Notice”) of Mr. Jorgl’s intent to nominate director candidates for election to the Company’s Board of Directors at the Company’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”). The Company informed the Dissident Group that the Purported Nomination Notice was invalid due to its failure to comply with the Company’s Restated and Amended Bylaws. Mr. Jorgl sued the Company and its directors in the Court of Chancery of the State of Delaware (the “Delaware Chancery Court”), seeking, among other remedies, declaratory judgment that the Purported Nomination Notice was valid. The Delaware Chancery Court scheduled a hearing on Mr. Jorgl’s motion for a preliminary injunction for October 5, 2022.
Today, the Company is providing an update on the litigation pending before the Delaware Chancery Court:
| ● | On September 28, 2022, AIM filed a Motion to Compel and for Adverse Inferences in the Delaware Chancery Court. A copy of the motion is attached. | |
| ● | On September 30, 2022, the Delaware Chancery Court granted AIM’s Motion to Compel and deferred ruling on AIM’s Motion for Adverse Inferences. A copy of the order is attached. | |
| ● | On October 4, 2022, AIM filed its answering brief in opposition to Mr. Jorgl’s request for a preliminary injunction. A copy of this brief is attached. | |
| ● | On October 5, 2022, the Delaware Chancery Court held a hearing on Mr. Jorgl’s request for a preliminary injunction. The Delaware Chancery Court’s ruling on Mr. Jorgl’s motion for a preliminary injunction is pending. The Company anticipates that the Delaware Chancery Court will be issuing its decision in the next several weeks, in advance of the Annual Meeting. |
For the avoidance of doubt, AIM and its directors are the “Defendants” in the litigation initiated by Mr. Jorgl, who is the “Plaintiff”, in the Delaware Chancery Court. AIM intends to provide a further update on the litigation once the Delaware Chancery Court issues its ruling on Mr. Jorgl’s motion for a preliminary injunction.
The Company is providing these litigation documents for the convenience of stockholders and encourages stockholders to review them. Copies of all filings by parties to the litigation in the Delaware Chancery Court are available from the Delaware Chancery Court’s docket.
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DEFENDANTS’ MOTION TO COMPEL AND FOR ADVERSE INFERENCES
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ORDER GRANTING DEFENDANTS’ MOTION TO COMPEL AND DEFERRING RULING ON MOTION FOR ADVERSE INFERENCES
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DEFENDANTS’ ANSWERING BRIEF IN OPPOSITION TO PLAINTIFF’S
MOTION FOR PRELIMINARY INJUNCTION
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On October 12, 2022, AIM ImmunoTech Inc. (the “Company”) posted the below message on Stocktwits.com and Yahoo! Finance:
We have created an official company handle to share information and updates with shareholders about $AIM.
As we previously announced, the Board determined that the nominations of two director candidates received from Jonathan Jorgl did not comply with the Company’s bylaws and were invalid. Mr. Jorgl has sued AIM in a Delaware Court seeking to reverse the Board’s determination, and the Court held a hearing on Mr. Jorgl’s motion for a preliminary injunction on October 5, 2022. The Court’s ruling is currently pending.
We believe shareholders should be fully informed about the details around the litigation and the specifics we have learned about the individuals involved in Mr. Jorgl’s efforts. To that end, by way of a litigation update, today we filed several documents related to the hearing with the Securities and Exchange Commission and have posted them on the Company’s website https://aimimmuno.com/stockholder-meeting.
These documents include AIM’s brief in opposition to Mr. Jorgl’s motion for preliminary injunction, AIM’s motion to compel, and the Court’s order granting the motion to compel (and reserving decision on AIM’s request for an adverse inference due to Mr. Jorgl’s discovery abuses).
We will continue to keep shareholders updated as appropriate.
We also encourage shareholders to read our recent letter (https://aimimmuno.com/press-release/aim-immunotech-board-files-definitive-proxy-statement-and-sends-letter-to-shareholders/).