Kellner Group Urges Stockholders of AIM Immunotech to Vote Gold Card Now for Desperately Needed Change to the AIM Board
The Kellner Group, AIM Immunotech's largest stockholder, urges shareholders to vote using the GOLD proxy card to elect new board members, citing serious concerns about the incumbent board's conduct. The Delaware Supreme Court ruled that the board breached its fiduciary duties by adopting inequitable bylaws to maintain control. The group estimates the board spent $15-20 million in litigation to prevent meaningful director elections, contributing to a 99+% stock price decline. The Kellner Group nominees - Ted Kellner, Todd Deutsch, Robert Chioini, and Paul Sweeney - promise to bring needed change to address increasing losses, excessive spending, and poor governance.
Il Kellner Group, il maggior azionista di AIM Immunotech, esorta gli azionisti a votare utilizzando la scheda d'approvazione d'oro per eleggere nuovi membri del consiglio, citando seri problemi riguardanti la condotta dell'attuale consiglio. La Corte Suprema del Delaware ha stabilito che il consiglio ha violato i suoi doveri fiduciari adottando statuti iniqui per mantenere il controllo. Il gruppo stima che il consiglio abbia speso tra i 15 e i 20 milioni di dollari in contenziosi per impedire elezioni significative dei direttori, contribuendo a un calo del prezzo delle azioni superiore al 99%. I candidati del Kellner Group - Ted Kellner, Todd Deutsch, Robert Chioini e Paul Sweeney - promettono di apportare i cambiamenti necessari per affrontare le perdite crescenti, le spese eccessive e una cattiva governance.
El Kellner Group, el mayor accionista de AIM Immunotech, insta a los accionistas a votar utilizando la tarjeta de poder dorada para elegir nuevos miembros de la junta, citando serias preocupaciones sobre la conducta de la junta actual. La Corte Suprema de Delaware dictaminó que la junta violó sus deberes fiduciarios al adoptar estatutos desiguales para mantener el control. El grupo estima que la junta gastó entre 15 y 20 millones de dólares en litigios para evitar elecciones significativas de directores, lo que contribuyó a una caída del precio de las acciones superior al 99%. Los nominados del Kellner Group - Ted Kellner, Todd Deutsch, Robert Chioini y Paul Sweeney - prometen traer el cambio necesario para abordar las pérdidas crecientes, el gasto excesivo y la mala gobernanza.
켈너 그룹, AIM Immunotech의 최대 주주, 주주들에게 새로운 이사회를 선출하기 위해 황금 위임장 카드를 사용하여 투표할 것을 촉구하며 현 이사회의 행위에 대한 심각한 우려를 표명했습니다. 델라웨어 대법원은 이사회가 통제력을 유지하기 위해 불공정한 정관을 채택함으로써 신뢰 의무를 위반했다고 판결했습니다. 해당 그룹은 이사회가 의미 있는 이사 선거를 방해하기 위해 1500만 달러에서 2000만 달러를 소송에 썼다고 추정하며, 이는 99% 이상의 주가 하락에 기여했습니다. 켈너 그룹 후보로는 테드 켈너, 토드 도이치, 로버트 키오니, 폴 스위니가 있으며, 이들은 증가하는 손실, 과도한 지출 및 열악한 지배 구조 문제를 해결하기 위해 필요한 변화를 가져오겠다고 약속했습니다.
Le Kellner Group, le plus grand actionnaire d'AIM Immunotech, exhorte les actionnaires à voter en utilisant la carte de procuration OR pour élire de nouveaux membres du conseil d'administration, citant de sérieux problèmes concernant la conduite du conseil actuel. La Cour suprême du Delaware a statué que le conseil avait violé ses devoirs fiduciaires en adoptant des statuts inéquitables pour maintenir le contrôle. Le groupe estime que le conseil a dépensé entre 15 et 20 millions de dollars en litiges pour empêcher des élections significatives des directeurs, contribuant à une chute de plus de 99 % du cours de l'action. Les candidats du Kellner Group - Ted Kellner, Todd Deutsch, Robert Chioini et Paul Sweeney - promettent d'apporter les changements nécessaires pour faire face à des pertes croissantes, des dépenses excessives et une mauvaise gouvernance.
Die Kellner Group, der größte Aktionär von AIM Immunotech, fordert die Aktionäre auf, mit der GOLD-Vertretungskarte zu wählen, um neue Vorstandsmitglieder zu wählen, und äußert ernsthafte Bedenken hinsichtlich des Verhaltens des amtierenden Vorstands. Der Oberste Gerichtshof von Delaware entschied, dass der Vorstand seine treuhänderischen Pflichten verletzt hat, indem er ungerechte Satzungen verabschiedete, um die Kontrolle zu behalten. Die Gruppe schätzt, dass der Vorstand zwischen 15 und 20 Millionen Dollar für Rechtsstreitigkeiten ausgegeben hat, um bedeutende Direktorenwahlen zu verhindern, was zu einem Rückgang des Aktienkurses von über 99 % beigetragen hat. Die Kandidaten der Kellner Group - Ted Kellner, Todd Deutsch, Robert Chioini und Paul Sweeney - versprechen, die notwendigen Veränderungen herbeizuführen, um mit zunehmenden Verlusten, übermäßigen Ausgaben und schlechter Unternehmensführung umzugehen.
- None.
- Delaware Supreme Court ruled board breached fiduciary duties
- Board spent $15-20 million on litigation to maintain control
- Stock price declined 99+% under incumbent board
- Large and increasing net losses
- Excessive G&A spending and executive compensation
- Inadequate R&D spending
- Stagnant clinical program
- Poor financial management
Insights
The Delaware Supreme Court's ruling of fiduciary duty breach by AIM's board represents a significant legal development with material implications for corporate governance. The board's actions regarding bylaw amendments were found to be motivated by entrenchment rather than legitimate corporate interests, which constitutes a serious breach of loyalty. The estimated
The federal court sanctions in Florida and multiple dismissals of Section 13(d) claims further demonstrate a pattern of questionable legal strategies. The compensation committee's decision to issue 900,000 shares of fully vested stock ahead of a proxy contest raises additional governance concerns. These legal developments significantly increase the likelihood of a board overhaul and potential derivative litigation.
The financial impact of the board's actions has been devastating for shareholders. Key concerns include:
- Stock price decline of over
99% under incumbent board control - Excessive G&A spending and inadequate R&D investment
- Critical liquidity issues from high-cost financing used for litigation
- Questionable compensation practices despite failed say-on-pay votes
The Delaware Supreme Court Ruled that the Incumbent Board Breached its Fiduciary Duties to Stockholders
AIM Board Wasted Millions in Furtherance of Improper Purpose
Stockholders Urged to Act Now Before the Board's Self-Interested Behavior Irreversibly Damages the Company
Stockholders Should Not be Fooled by Misleading Statements by AIM Board – The Facts Speak for Themselves
Kellner Group Nominees Bring Skills, Experience and Credibility Necessary for AIM to be Successful
The Delaware Supreme Court Ruled that the Incumbent Board Breached its Fiduciary Duties to Stockholders.
On July 11, 2024, the Delaware Supreme Court ruled that bylaws adopted by the Board in 2023 were inequitable and unenforceable. The court found that the Board's motive was not to counter the threat of an uninformed vote. Rather, the "primary purpose was to interfere with Kellner's nomination notice, reject his nominees, and maintain control." The court ruled that the 2023 amended bylaws were the "product of an improper motive and purpose, which constitutes a breach of the duty of loyalty." (emphasis added)
This illegal behavior by the AIM Board was not an isolated incident. A federal district court in
The incumbent Board is engaged in what we consider to be gross waste in pursuit of its improper purpose. Based on AIM's own disclosures, we estimate that the incumbent Board has spent between
All of the incumbent Board members bear responsibility and must be held accountable. Although Mr. Equels, Dr. Mitchell and Mr. Appelrouth adopted the 2023 bylaw amendments in breach of their fiduciary duties, the improper purpose and waste has clearly continued in our view. Ms. Bryan joined the Board in spring of 2023 – after being hand-picked by Mr. Equels and rubber-stamped by Dr. Mitchell and Mr. Appelrouth – and has joined right in. All four incumbent Board members – Equels, Mitchell, Appelrouth and Bryan – should be held responsible for spending millions to disenfranchise stockholders last year and continuing to pursue improper litigation. Ms. Bryan is the chair of the compensation committee that recently signed off on the issuance of almost 900,000 shares of fully vested common stock to Mr. Equels and Mr. Rodino, AIM's COO and General Counsel, as an advance on salary payable in the next year. We believe that doing this before the record date for this year's annual meeting, with the knowledge that AIM was facing another proxy contest, clearly demonstrates continuation of the same bad faith entrenchment efforts from the incumbent Board.
The incumbent Board's claim that it is taking these wasteful and self-interested actions to protect stockholders is disingenuous and lacks credibility in our view. AIM's stockholders have clearly, and repeatedly, conveyed a clear message to the Board that they demand change. This was evident in the significant support of stockholders for the election of Mr. Kellner, Mr. Deutsch and Mr. Chioini at the 2023 annual meeting of stockholders, and the significant support for the election of Mr. Chioini and another nominee at the 2022 annual meeting of stockholders. It was evident in the overwhelming failures of the say-on-pay votes at the last three annual meetings of stockholders.
The incumbent Board has acknowledged this stockholder dissatisfaction – two years ago, after the 2022 annual meeting, AIM announced that it valued stockholder feedback and would seek to add two new independent directors and conduct a review of executive compensation. The incumbent Board never followed through. Instead, Mr. Equels selected only one new director without any independent search, Ms. Bryan, who had pre-existing relationship with him. The Board conducted only a cursory, selective, self-affirming compensation review using the same small search firm that recommended Mr. Equels's outrageous compensation package in the first place, with no changes announced. We believe that the incumbent Board does not value stockholder feedback, and this farce of a process demonstrates that.
The Incumbent Board has No Plan and is Continuing to Mislead Stockholders to Distract from its Failures.
Mr. Kellner is one of AIM's largest stockholders and has held his shares for several years. Mr. Deutsch is also one of AIM's largest stockholders and has also held his shares for several years. They have no motivations other than to improve the Company's performance. Collectively, the Kellner Group is AIM's largest stockholder according to AIM's proxy statement. If the incumbent Board was acting in good faith, it would be attempting to attract long-term stockholders like Mr. Kellner and Mr. Deutsch. Instead, the incumbent Board has attacked them and questioned their motives with no basis. We believe this behavior alienates potential long-term investors like Mr. Kellner and Mr. Deutsch.
The incumbent Board's primary argument for its election – suggesting that the Kellner Group includes criminals – is completely and demonstrably false. Likewise, the claim that Mr. Kellner is motivated to pursue these nominations by the potential to recoup expenses is illogical and disingenuous. It is utterly shameless in our view for the incumbent Board, which has squandered
These are the facts:
- Each of the Kellner Group Nominees will bring desperately needed skills, experience and credibility to AIM's Board – each of them is an accomplished and respected business person in their field and none of them has any criminal history whatsoever.
- There are no other AIM stockholders or other third parties involved in the Kellner Group's activities, nor were there any other AIM stockholders or other third parties involved in Mr. Kellner's nominations and solicitation for AIM's 2023 annual meeting of stockholders.
The AIM Board's tired and pathetic attempt to connect the Kellner Group to Mr. Tudor and Mr. Xirinachs – whose past histories with respect to AIM are well-known at this point – is a misleading distraction from their own fiduciary duty breaches, the plummeting stock price that continues to reach new lows, and complete lack of a plan to change course.
The Incumbent Board's Breach of Fiduciary Duties, Gross Waste and Lack of Transparency are Disqualifying.
We believe the Board's breach of its fiduciary duties, gross waste in pursuit of its improper purpose of entrenchment and disenfranchisement and continuing lack of transparency and attempts to mislead stockholders are disqualifying. No Board acting in good faith could justify these actions. But for the incumbent Board, which has overseen a massive destruction in stockholder value and 99+% stock price decline under its control, to engage in this bad faith effort is completely shocking to us.
Unfortunately, the incumbent Board's failures are far broader than this and include, among others, large and increasing net losses, excessive G&A spending, inadequate R&D spending, excessive executive compensation, a stagnant clinical program that lacks focus and proper investment, financial mismanagement, a failure to attract long-term investment and poor corporate governance practices. The incumbent Board has communicated no plans to change any of this and promises only more of the same, with better outcomes somehow perpetually right around the corner. All of this is discussed in more detail in the Kellner Group's proxy statement and will be highlighted in more detail in subsequent communications to stockholders, along with why the Kellner Group Nominees are the only choice to turn around AIM's fortunes and finally start creating value for stockholders.
THE KELLNER GROUP URGES ALL STOCKHOLDERS TO VOTE ON THE GOLD PROXY CARD TODAY TO ELECT TED D. KELLNER, TODD DEUTSCH, ROBERT L. CHIOINI AND PAUL SWEENEY
Contact:
Okapi Partners LLC
1212 Avenue of the
Stockholders may call toll-free: (844) 343-2621
Banks and brokers call: (212) 297-0720
Email: info@okapipartners.com
Important Information and Participants in the Solicitation
The Kellner Group 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 upcoming annual meeting of stockholders of AIM. Details regarding the Kellner Group Nominees are included in its proxy statement.
THE KELLNER GROUP STRONGLY ADVISES ALL STOCKHOLDERS OF AIM TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Information regarding the identity of participants in the Kellner Group's solicitation, and their direct or indirect interests, by security holdings or otherwise, is set forth in the Kellner Group's proxy statement. Stockholders can obtain a copy of the proxy statement, and any amendments or supplements thereto and other documents filed by the Kellner Group 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://www.okapivote.com/AIM. Investors can also contact Okapi Partners LLC at the telephone number or email address set for the above.
SOURCE Kellner Group
FAQ
What did the Delaware Supreme Court rule about AIM Immunotech's board in 2024?
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