Activists targeting AIM ImmunoTech have lost their bid to force the company to accept their director nominees ahead of a November 3 shareholder vote.
Jonathan Jorgl initiated legal action against AIM in late July in the Delaware courts over the company’s decision to invalidate his two director nominees Michael Rice and Robert Chioini.
The company argued the nominations were invalid because the activists failed to disclose that Jorgl, along with Rice and Chioini, was acting in conjunction with shareholder Franz Tudor, who had previously been convicted of insider trading, and Michael Xirinachs, who recently pleaded guilty to wire fraud.
The Delaware Court of Chancery agreed, denying Jorgl’s motion for an injunction requiring the board to accept his director nominations.
“If such arrangements or understandings were concealed, the sanctity of the stockholder franchise would not be furthered by this court invalidating the board’s actions,” the court wrote. “In that case, those working through Jorgl—not the board—would be the ones engaging in manipulative conduct.”
In a November 1 statement, the ASFV Committee, led by Jorgl, stated it “fundamentally disagrees with the ruling and the court’s conclusions as to matters of fact and law.” However, it added it does not currently intend to proceed to trial or seek an appeal.
“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 successfully avoided accountability to stockholders, the ASFV Committee has limited recourse at this time and thus will not continue with the Delaware action,” the statement reads.
AIM ImmunoTech stock was trading at $0.59 per share at Tuesday’s close, up 3%.