Item 1A. Risk Factors
ITEM
1A: Risk Factors
Please
carefully consider the factors discussed below and the factors identified in Part I, “Item 1A. Risk Factors” in
our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 31, 2022, and our subsequent filings
with the SEC, that could materially affect our business and financial condition and could cause results to differ materially from those expressed
in forward-looking statements contained in this Report or other reports filed with the SEC. The risks described below and in the above
reports are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be
immaterial also may materially adversely affect our business, financial condition and operating results. Please also see
“Special Note Regarding Forward-Looking Statements” above.
Our business, financial condition and operating
results could be negatively affected as a result of actions by activist investors.
An activist stockholder (the “Activist”)
submitted a notice to our Board, purporting to nominate two nominees to our three-member Board at the 2022 Annual Meeting of Stockholders.
We informed the Activist that our Board determined its purported notice of nomination was invalid, as it did not comply with our Amended
and Restated Bylaws. We initiated a lawsuit against the Activist, the Activist’s two nominees, and four additional individuals–all
of whom we believe to be acting as a group to attempt to effectuate a takeover of our Board without registering as a group pursuant to
U.S. securities laws and some of whom we believe have committed other unlawful actions. The Activist subsequently sued us in the Court
of Chancery of the State of Delaware, seeking a declaratory judgment that the purported notice of nominations was valid and certain injunctive
relief. If the Activist prevails in its lawsuit, we will be involved in a proxy contest for control of our Board, despite the deficiencies
in the Activist’s purported notice of nominations. Even if we prevail in the Delaware litigation, the litigation and the campaign
by the Activist and those with whom the Activist is acting in concert against us has, and will have, likely diverted the time and energies
of management and required us to incur substantial expense, possibly causing a decrease in stockholder value.
A proxy contest and related litigation, along the
lines discussed above, could have a material adverse effect on us for the following reasons:
● Activist investors may attempt to effect changes in our governance and strategic direction or to acquire
control over the Board or AIM. In particular, if the Activist is successful in its litigation and subsequent proxy contest, it may gain
control of the Board.
● While we welcome the opinions of all stockholders, responding to proxy contests and related litigation
by activist investors is likely to be costly and time-consuming, disrupt our operations, and potentially divert the attention of our Board,
management team and other employees away from their regular duties and the pursuit of business opportunities to enhance stockholder value.
● Perceived uncertainties as to our future direction of AIM as a result of potential changes to the composition
of the Board may lead to the perception of a change in the strategic direction of the business, instability or lack of continuity, which
may cause concern to our existing or potential strategic partners, customers, employees and stockholders; may be exploited by our competitors;
may result in the loss of potential business opportunities or limit our ability to timely initiate or advance clinical trials; and may
make it more difficult to attract and retain qualified personnel and business partners.
● Proxy contests and related litigation by activist investors
could cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do
not necessarily reflect the underlying fundamentals and prospects of our business.
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ITEM
2: Unregistered Sales of Equity Securities and Use of Proceeds
None.
ITEM
3: Defaults upon Senior Securities
None.
ITEM
4: Mine Safety Disclosures
Not
Applicable.
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