DESCRIPTION OF SECURITIES
The following description is a summary of some of the terms of our securities, our organizational documents and Delaware law. The descriptions
in this prospectus supplement and the accompanying prospectus of our securities and our organizational documents do not purport to be complete and are subject to, and qualified in their entirety by reference to, our organizational documents, copies
of which have been or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus supplement and the accompanying prospectus form a part. This summary supplements the description of our capital stock
in the accompanying prospectus and, to the extent it is inconsistent, replaces the description in the accompanying prospectus.
Our
authorized capital stock consists of 200,000,000 shares of our common stock, par value $0.0001 per share, and 1,000,000 shares of our preferred stock, par value $0.0001 per share, all of which preferred stock is undesignated.
In this offering, we are offering 286,633 shares of common stock at the purchase price of $17.02 per share.
Common Stock
Dividend
Rights.
Holders of outstanding shares of common stock will be entitled to receive dividends out of assets legally available at the times and in the amounts as the Board of Directors may from time to time determine, subject to preferences
that may apply to shares of preferred stock outstanding at the time.
Conversion or Redemption Rights.
Our common stock will
be neither convertible nor redeemable.
Liquidation Rights.
Upon our liquidation, dissolution or winding up, the holders of
our common stock will be entitled to receive pro rata our assets which are legally available for distribution, after payment of all debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any
then-outstanding shares of preferred stock.
Rights and Preferences.
Holders of common stock have no preemptive, conversion
or subscription rights and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the
holders of shares of any series of preferred stock that we may designate in the future.
Preferred Stock
Our Board of Directors has the authority, without further action by our stockholders, to issue up to 1,000,000 shares of preferred stock in one
or more series, to establish from time to time the number of shares to be included in each such series, to fix the rights, preferences and privileges of the shares of each wholly unissued series and any qualifications, limitations or restrictions
thereon, and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding.
Our Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting
power or other rights of the holders of our common stock. The purpose of authorizing our Board of Directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific
issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of us
and may adversely affect the market price of our common stock and the voting and other rights of the holders of our common stock. It is not
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possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of common stock until the Board of Directors determines the specific rights attached
to that preferred stock.
We have no present plans to issue any additional shares of preferred stock.
Warrants
As of September 20, 2018,
warrants to purchase an aggregate of 1,767 shares of our common stock at a weighted-average exercise price of $115.44 per share were outstanding.
Anti-Takeover Effects of Our Certificate of Incorporation and Our Bylaws
Our certificate of incorporation and bylaws contain certain provisions that are intended to enhance the likelihood of continuity and stability
in the composition of the Board of Directors and which may have the effect of delaying, deferring or preventing a future takeover or change in control of the Company unless such takeover or change in control is approved by the Board of Directors.
These provisions include:
Action by Written Consent; Special Meetings of Stockholders.
Our certificate of incorporation provides that stockholder
action can be taken only at an annual or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting. Our certificate of incorporation and bylaws also provide that, except as otherwise required by law, special
meetings of the stockholders can be called only by or at the direction of the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors. Except as described above, stockholders will not be permitted to call a
special meeting or to require the Board of Directors to call a special meeting.
Removal of Directors.
Our bylaws
provide that our directors may be removed only for cause by the affirmative vote of a majority of the voting power of our outstanding shares of capital stock, voting together as a single class.
Advance Notice Procedures.
Our bylaws establish an advance notice procedure for stockholder proposals to be brought before
an annual meeting of our stockholders, including proposed nominations of persons for election to the Board of Directors. Stockholders at an annual meeting will only be able to consider proposals or nominations specified in the notice of meeting or
brought before the meeting by or at the direction of the Board of Directors or by a stockholder who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our Secretary timely written
notice, in proper form, of the stockholders intention to bring that business before the meeting. Although our bylaws does not give the Board of Directors the power to approve or disapprove stockholder nominations of candidates or proposals
regarding other business to be conducted at a special or annual meeting, our bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential
acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of the company.
Authorized but Unissued Shares.
Our authorized but unissued shares of common stock and preferred stock will be available
for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The
existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of a majority of our Common Stock by means of a proxy contest, tender offer, merger or otherwise.
Exclusive Forum.
Our bylaws provide that, subject to limited exceptions, the Court of Chancery in the State of
Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our
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behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a
claim against us arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws, or (iv) any other action asserting a claim against us that is governed by the internal affairs doctrine.
Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our certificate of incorporation described above. Although we believe
these provisions benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against our directors and officers. The
enforceability of similar choice of forum provisions in other companies certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with one or more actions or proceedings described above, a
court could find the choice of forum provisions contained in our certificate of incorporation to be inapplicable or unenforceable.
Section 203 of
the Delaware General Corporation Law
Upon completion of this offering, we will be subject to the provisions of Section 203 of the
Delaware General Corporation Law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder for a three-year period following the time
that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. A business combination includes, among other things, a merger, asset or stock sale or other transaction
resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns, or did own within three years prior to the determination of interested stockholder
status, 15% or more of the corporations voting stock.
Under Section 203, a business combination between a corporation and an
interested stockholder is prohibited unless it satisfies one of the following conditions: before the stockholder became interested, the Board of directors approved either the business combination or the transaction which resulted in the stockholder
becoming an interested stockholder; upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the
time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances; or at or after the time the stockholder
became interested, the business combination was approved by the Board of Directors of the corporation and authorized at an annual or special meeting of the stockholders by the affirmative vote of at
least two-thirds of
the outstanding voting stock which is not owned by the interested stockholder.
A Delaware corporation may opt out of these provisions with an express provision in its original certificate of incorporation or
an express provision in its certificate of incorporation or bylaws resulting from a stockholders amendment approved by at least a majority of the outstanding voting shares. We have not opted out of these provisions. As a result, mergers or
other takeover or change in control attempts of us may be discouraged or prevented.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company. The transfer agent and
registrars address is 1 State Street, 30
th
Floor, New York, NY 10004-1561.
Listing
Our common stock is listed on The Nasdaq Global Market under the symbol ALT.
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PLAN OF DISTRIBUTION
Roth Capital Partners, LLC, which we refer to as the placement agent, has agreed to act as the exclusive placement agent in connection with
this offering subject to the terms and conditions of a placement agency agreement. The placement agent may engage selected dealers to assist in the placement of the shares. The placement agent is not purchasing or selling any shares offered by this
prospectus supplement and the accompanying prospectus, nor is it required to arrange the purchase or sale of any specific number or dollar amount of the shares, but has agreed to use its commercially reasonable best efforts to arrange
for the sale of all of the shares offered hereby. We will enter into Purchase Agreements directly with investors in connection with this offering and we may not sell the entire amount of shares offered pursuant to this prospectus supplement and the
accompanying prospectus. The price per share has been determined based upon
arms-length
negotiations between the purchasers and us.
The placement agent proposes to arrange for the sale to one or more purchasers of the shares offered pursuant to this prospectus supplement
and the accompanying prospectus through direct Purchase Agreements between the purchasers and us.
Commissions and Expenses
We have agreed to pay the placement agent an aggregate cash placement fee equal to seven percent of the gross proceeds in this offering.
The following table shows the per share and total cash placement agents fees we will pay to the placement agent in connection with the
sale of the shares offered pursuant to this prospectus supplement and the accompanying prospectus assuming the purchase of all of the shares offered hereby:
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Per Share
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$
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1.19
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Total
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$
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341,495
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Because there is no minimum offering amount required as a condition to closing in this offering, the actual
total offering commissions, if any, are not presently determinable and may be substantially less than the maximum amount set forth above. We have also agreed to reimburse the placement agent for its
out-of-pocket
expenses in an aggregate amount not to exceed $125,000.
Our obligation to issue
and sell shares to the purchasers is subject to the conditions set forth in the Purchase Agreements, which may be waived by us at our discretion. A purchasers obligation to purchase shares is subject to the conditions set forth in his, her or
its Purchase Agreement as well, which may also be waived.
We currently anticipate that the sale of the shares will be completed on or
about September 26, 2018. We estimate the total offering expenses of this offering that will be payable by us, excluding the placement agents fee, will be approximately $250,000, which includes legal and printing costs, various other fees
and reimbursement of the placements agents expenses. At the closing, The Depository Trust Company will credit the shares of common stock to the respective accounts of the investors.
Indemnification
We have agreed to
indemnify the placement agent against liabilities under the Securities Act. We have also agreed to contribute to payments the placement agent may be required to make in respect of such liabilities.
Lock-up
Agreements
We and our officers and directors have agreed, subject to certain exceptions including the Public Offering, for a period of 30 days after the
date of this prospectus supplement, not to offer, sell, contract to sell, pledge,
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grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly any common shares or any securities convertible into or exchangeable for our common shares either
owned as of the date hereof or thereafter acquired without the prior written consent of the placement agent. The placement agent may, in its sole discretion and at any time or from time to time before the termination of the
lock-up
period, without notice, release all or any portion of the securities subject to
lock-up
agreements.
Electronic Distribution
This prospectus
supplement and the accompanying prospectus may be made available in electronic format on websites or through other online services maintained by the placement agent, or by an affiliate. Other than this prospectus supplement and the accompanying
prospectus in electronic format, the information on the placement agents website and any information contained in any other website maintained by the placement agent is not part of this prospectus supplement and the accompanying prospectus or
the registration statement of which this prospectus supplement and the accompanying prospectus form a part, has not been approved and/or endorsed by us or the placement agent, and should not be relied upon by investors.
The foregoing does not purport to be a complete statement of the terms and conditions of the placement agent agreement and Purchase
Agreements. A copy of the placement agent agreement and the form of Purchase Agreement with the investors are included as exhibits to our current report on Form
8-K
that will be filed with the SEC and
incorporated by reference into the Registration Statement of which this prospectus supplement forms a part. See Where You Can Find More Information on page
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Regulation M Restrictions
The placement
agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit realized on the resale of the shares sold by it while acting as a principal might be deemed
to be underwriting discounts or commissions under the Securities Act. As an underwriter, the placement agent would be required to comply with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4)
under the Securities Act and Rule
10b-5
and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of shares by the placement agent acting as a principal.
Under these rules and regulations, the placement agent:
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must not engage in any stabilization activity in connection with our securities; and
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must not bid for or purchase any of our securities or attempt to induce any person to purchase any of our
securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.
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Passive
Market Making
In connection with this offering, the placement agent and any selling group members may engage in passive market making
transactions in our common stock on The NASDAQ Stock Market in accordance with Rule 103 of Regulation M under the Exchange Act during a period before the commencement of offers or sales of common stock and extending through the completion of the
distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market makers bid, that bid must then be lowered
when specified purchase limits are exceeded.
Other
From time to time, the placement agent and its affiliates have provided, and may in the future provide, various investment banking, financial
advisory and other services to us and our affiliates for which services they
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have received, and may in the future receive, customary fees. In the course of their businesses, the placement agent and its affiliates may actively trade our securities or loans for their own
account or for the accounts of customers, and, accordingly, the placement agent and its affiliates may at any time hold long or short positions in such securities or loans. Except for services provided in connection with this offering and except as
described below, the placement agent has not provided any investment banking or other financial services during the
180-day
period preceding the date of this prospectus supplement and we do not expect to
retain the placement agent to perform any investment banking or other financial services for at least 90 days after the date of this prospectus supplement. We have engaged the placement agent to act as the sole underwriter in connection with the
Public Offering. If we proceed with the Public Offering, we will, in connection with the Public Offering, (i) pay the placement agent an underwriting discount equal to 7% of the gross proceeds of the Public Offering, (ii) issue to the placement
agent or its designees warrants to purchase shares of our common stock equal to 4% of the shares of common stock we sell in the Public Offering (including shares issuable upon certain warrants offered therein) at 125% of the public offering price of
the Public Offering, which warrants will comply with FINRA requirements, (iii) reimburse the placement agent for certain expenses incurred by it in connection with the Public Offering, and (iv) grant to the placement agent a
six-month
right of first refusal with respect to the first subsequent offering conducted by us.
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NOTICE TO INVESTORS
Notice to Investors in the United Kingdom
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member
State) an offer to the public of any securities which are the subject of the offering contemplated by this prospectus supplement and the accompanying prospectus may not be made in that Relevant Member State except that an offer to the public
in that Relevant Member State of any such securities may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:
(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or
regulated, whose corporate purpose is solely to invest in securities;
(b) to any legal entity which has two or
more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than 43,000,000 and (3) an annual net turnover of more than 50,000,000, as shown in its last annual or
consolidated accounts;
(c) by the underwriter to fewer than 100 natural or legal persons (other than qualified
investors as defined in the Prospectus Directive); or
(d) in any other circumstances falling within Article 3(2)
of the Prospectus Directive, provided that no such offer of these securities shall result in a requirement for the publication by the issuer or the underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an offer to the public in relation to any of the securities in any Relevant
Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any such securities to be offered so as to enable an investor to decide to purchase any such securities, as the same may be
varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant
Member State.
The placement agent has represented, warranted and agreed that:
(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the FSMA)) received by it in connection with the issue or sale of any of the securities in circumstances in
which section 21(1) of the FSMA does not apply to the issuer; and
(b) it has complied with and will comply with
all applicable provisions of the FSMA with respect to anything done by it in relation to the securities in, from or otherwise involving the United Kingdom.
European Economic Area
In particular,
this document does not constitute an approved prospectus in accordance with European Commissions Regulation on Prospectuses no. 809/2004 and no such prospectus is to be prepared and approved in connection with this offering. Accordingly, in
relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (being the Directive of the European Parliament and of the Council 2003/71/EC and including any relevant implementing measure in each Relevant
Member State) (each, a Relevant Member State), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) an offer of securities to the public may not be
made in that Relevant Member State prior to the publication of a prospectus in relation to such securities which has been approved by the competent authority in that Relevant Member State or, where
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appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may,
with effect from and including the Relevant Implementation Date, make an offer of securities to the public in that Relevant Member State at any time:
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to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized
or regulated, whose corporate purpose is solely to invest in securities;
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to any legal entity which has two or more of (1) an average of at least 250 employees during the last
financial year; (2) a total balance sheet of more than 43,000,000; and (3) an annual net turnover of more than 50,000,000, as shown in the last annual or consolidated accounts; or
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in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article
3 of the Prospectus Directive.
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For the purposes of this provision, the expression an offer of securities to the
public in relation to any of the securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to
decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State. For these purposes the shares offered hereby are securities.
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LEGAL MATTERS
The validity of the securities offered in this prospectus will be passed upon for us by Proskauer Rose LLP. The placement agent is being
represented by Lowenstein Sandler LLP.
EXPERTS
The consolidated financial statements of Altimmune, Inc. (the Company), appearing in its Annual Report
(Form 10-K) for
the year ended December 31, 2017, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon (which
contains an explanatory paragraph describing conditions that raise substantial doubt regarding the Companys ability to continue as a going concern as described in Note 2 to the consolidated financial statements), included therein, and
incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance on such report given on the authority of said firm as experts in auditing and accounting.
The consolidated financial statements of the Company as of December 31, 2016 and for the year then ended incorporated by reference in
this prospectus have been so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm (the report on the consolidated financial statements contains an explanatory paragraph regarding the Companys
ability to continue as a going concern), incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read
and copy these reports, proxy statements and other information at the SECs public reference room at 100 F Street, N.E., Washington, D.C. 20549 or at the SECs other public reference facilities. Please call the SEC at
1-800-SEC-0330
for more information about the operation of the public reference rooms. You can request copies of these documents by
writing to the SEC and paying a fee for the copying costs. In addition, the SEC maintains an Internet site at
http://www.sec.gov
that contains reports, proxy and information statements and other information regarding issuers that file
electronically with the SEC. Our SEC filings are available on the SECs Internet site. We maintain a website at
http://www.altimmune.com
. Information found on, or accessible through, our website is not a part of, and is not incorporated
into, this prospectus supplement or the accompanying prospectus, and you should not consider it part of this prospectus supplement or part of the accompanying prospectus.
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INCORPORATION OF INFORMATION BY REFERENCE
We are allowed to incorporate by reference information contained in documents that we file with the SEC. This means that we can disclose
important information to you by referring you to those documents and that the information in this prospectus supplement is not complete and you should read the information incorporated by reference for more detail. Information in this prospectus
supplement supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus supplement, while information that we file later with the SEC will automatically update and supersede the information in this
prospectus supplement.
We incorporate by reference the documents listed below and any future filings we will make with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus supplement but prior to the termination of the offering of the securities covered hereby (other than Current Reports or portions thereof furnished under Item
2.02 or 7.01 of Form
8-K):
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Annual Report on Form
10-K
for the fiscal year ended December 31,
2017, filed on April 2, 2018, as amended by Form 10-K/A filed on April 30, 2018;
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Quarterly Report on Form
10-Q
for the quarter ended March 31, 2018,
filed on May 15, 2018, and Quarterly Report on Form
10-Q
for the quarter ended June 30, 2018, filed on August 14, 2018;
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Current Report on Form
8-K
filed on May 10, 2018, May 18, 2018,
June 22, 2018, June 25, 2018, July 16, 2018, August 31, 2018, September 4, 2018, September 12, 2018, September 13, 2018 and September 24, 2018;
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Definitive proxy statement filed on Schedule 14A filed on July 26, 2018; and
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The description of our Common Stock set forth in the registration statement on Form
8-A
registering our Common Stock under Section 12 of the Exchange Act, which was filed with the SEC on May 4, 2017, including any amendments or reports filed for purposes of updating such description.
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We will provide to each person, including any beneficial owner, to whom a prospectus is delivered a copy of any or all
of the documents that are incorporated by reference in this prospectus supplement but not delivered with this prospectus, including exhibits that are specifically incorporated by reference in such documents. You may request a copy of such documents
at no cost, by writing or telephoning us at the following address or telephone number:
Altimmune, Inc.
910 Clopper Road, Suite 201S
Gaithersburg, Maryland
Attention:
Chief Financial Officer
(240)
654-1450
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PROSPECTUS
$100,000,000
PharmAthene, Inc.
Common Stock
Preferred Stock
Warrants
From time to time, we may
offer and sell common stock, preferred stock or warrants or any combination of those securities, either individually or in units, in one or more offerings. The aggregate public offering price of the securities offered by us pursuant to this
prospectus will not exceed $100,000,000.
This prospectus provides you with a general description of the securities that we may offer. Each time we
offer securities, we will provide a supplement to this prospectus that will contain more specific information about the terms of that offering, including the prices at which those securities will be sold. We may also add, update or change in the
prospectus supplement any of the information contained in this prospectus.
The securities offered by us pursuant to this prospectus may be sold
directly to investors, through agents, underwriters or dealers as designated from time to time, through a combination of these methods or in any other manner as described under the heading Plan of Distribution and in the corresponding
section in the applicable prospectus supplement. Each time we offer securities, the relevant prospectus supplement will provide the specific terms of the plan of distribution for such offering and the net proceeds that we expect to receive from such
offering.
Our common stock is listed on the NYSE MKT under the trading symbol PIP. Each prospectus supplement will indicate if the
securities offered pursuant to that supplement will be listed on any securities exchange.
This prospectus may not be used to sell any of our
securities unless accompanied by a prospectus supplement.
Investing in our securities involves certain risks. You should carefully read both
this prospectus and the applicable prospectus supplement, as well as any documents incorporated by reference in this prospectus and/or the applicable prospectus supplement, before you make your investment decision. See
Risk
Factors
beginning on page 4 of this prospectus and contained in other documents that are incorporated by reference in this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is April 6,
2017.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
You should rely only on the information contained or incorporated by reference in this prospectus and any applicable prospectus supplements. We have not
authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. You should assume that the information in this prospectus is accurate as of the date appearing on the front cover of this prospectus only and that information contained in any prospectus supplement or document
incorporated by reference in this prospectus is only accurate as of the date of such prospectus supplement or document. Our business, financial condition, results of operations and prospects may have subsequently changed.
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, to register an indeterminate
number of shares of common stock, preferred stock and warrants as may from time to time be offered for sale, either individually or in units, at indeterminate prices (up to an aggregate maximum offering price for all such securities of
$100,000,000), using a shelf registration process. By using a shelf registration statement, we may offer and sell from time to time in one or more offerings the securities described in this prospectus.
This prospectus provides you with some of the general terms that may apply to an offering of our securities. Each time we sell securities under this
shelf registration we will provide a prospectus supplement that will contain specific information about the terms of that specific offering, including the number and price (or exercise price) of the securities to be offered and sold in that offering
and the specific manner in which such securities may be offered. The prospectus supplement may also add to, update or change any of the information contained in this prospectus. To the extent there is a conflict between the information contained in
this prospectus, on the one hand, and the information contained in the applicable prospectus supplement, on the other hand, you should rely on the information in the prospectus supplement.
You should carefully read both this prospectus and the applicable prospectus supplement, as well as any documents incorporated by reference in this
prospectus (as described under the heading Incorporation by Reference) and/or the applicable prospectus supplement, before you make your investment decision. The information incorporated by reference includes important business and
financial information about us that is not included nor delivered with this document. This information is available without charge on the SECs website at www.sec.gov or upon written or oral request to PharmAthene, Inc., One Park Place, Suite
450, Annapolis, MD 21401, (410) 269-2600. If any statement in this prospectus, the applicable prospectus supplement or any document incorporated by reference into one of these documents is inconsistent with a statement in another of those
document having a later date, the statement in the document having the later date modifies or supersedes the earlier statement.
Unless otherwise
mentioned or unless the context requires otherwise, all references to PharmAthene, the Company, we, us, our, and similar terms refer to PharmAthene, Inc. and its subsidiaries on a
consolidated basis. The phrase this prospectus refers to this prospectus and any applicable prospectus supplement, unless the context otherwise requires. Whenever we refer to you or yours, we mean the persons to
whom offers are made under this prospectus.
1
SUMMARY
We are a biodefense company engaged in developing next generation anthrax vaccine. These next generation vaccines are intended to have more rapid time
to protection, fewer doses for protection and less stringent requirements for temperature controlled storage and handling than the currently used vaccine.
On September 9, 2014, we signed a contract with the National Institutes of Allergy and Infectious Diseases (NIAID) for the development
of a next generation lyophilized anthrax vaccine (SparVax-L) based on the Companys proprietary technology platform which contributes the recombinant protective antigen (rPA) bulk drug substance that is used in the
liquid SparVax
®
formulation. The contract is incrementally funded. Over the base period of the contract, we were awarded initial funding of approximately $5.2 million, which includes a cost
reimbursement component and a fixed fee component payable upon achievement of certain milestones. NIAID has exercised four options under this agreement to provide additional funding of approximately $8.8 million and an extension of the period of
performance through December 31, 2017. The contract has a total value of up to approximately $28.1 million, if all technical milestones are met and all eight contract options are exercised by NIAID. If NIAID exercises all options, the contract
would last approximately five years. If NIAID does not exercise any additional options, the contract would expire by its terms on December 31, 2017.
From 2006 through 2016, we were engaged in legal proceedings with SIGA Technologies, Inc. (SIGA). On December 23, 2015, the Delaware
Supreme Court affirmed the Delaware Court of Chancerys judgment against SIGA. On November 16, 2016, the Company received a final payment from SIGA which fully satisfied the judgment owed to PharmAthene. In total, the Company received
payment of approximately $217.1 million (including interest) from SIGA.
On November 17, 2016, PharmAthene declared a special one-time cash
dividend of $2.91 per share of common stock. PharmAthene funded the one-time special dividend with approximately 98% of the after tax net cash proceeds that PharmAthene received from SIGA in satisfaction of the judgment owed to PharmAthene. On
February 3, 2017, PharmAthene paid the one-time dividend in an aggregate amount of $200.3 million.
The receipt of the award from SIGA
generated substantial taxable income to the Company, a portion of which was offset by the Companys tax net operating loss carryforwards (NOLs). At December 31, 2016, we had available $176.1 million in accumulated domestic
losses available to offset income, subject to limitations imposed by the Internal Revenue Code of 1986 (the Code) and a 382 limitation of approximately $1 million, of which approximately $175 million was utilized to offset current year
income. On November 25, 2015, the Company had adopted a Shareholders Rights Plan to help ensure that the NOLs remained available to help maximize the value for our shareholders of any amount received from the SIGA litigation.
On January 18, 2017, PharmAthene entered into an Agreement and Plan of Merger and Reorganization (as amended from time to time, the Merger
Agreement), pursuant to which Altimmune, Inc. (Altimmune) will merge into Mustang Merger Sub Corp I Inc., a Delaware corporation and a direct wholly owned subsidiary of PharmAthene (Merger Sub Corp), with Altimmune as
the surviving entity in such merger (Merger 1), and immediately thereafter, Altimmune will be merged with and into Mustang Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of PharmAthene
(Merger Sub LLC), with Merger Sub LLC as the surviving entity in such merger (Merger 2, and together with Merger 1, the Mergers). Upon consummation of the Mergers, Merger Sub Corp and Altimmune will cease to
exist, and Merger Sub LLC will continue as a direct wholly owned subsidiary of PharmAthene. Upon completion of the Mergers, former PharmAthene
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security holders will own approximately 41.8% of the outstanding equity of the combined company, and former Altimmune security holders will own approximately 58.2% of the outstanding equity of
the combined company, in each case, on an as converted and fully diluted basis. Following the anticipated consummation of the Mergers, PharmAthene will change its name to Altimmune, Inc..
On March 29, 2017, PharmAthene and Altimmune entered into amendment no. 1 to the Merger Agreement, pursuant to which PharmAthene and Altimmune
agreed that: (i) the certificate of incorporation of PharmAthene after the effective time of the mergers will be the certificate of incorporation of PharmAthene immediately prior to the effective time of the mergers and that, at that time
PharmAthene, will file an amendment to its certificate of incorporation to change its name to Altimmune, Inc. and (ii) PharmAthenes bylaws will be amended and restated immediately after the effective time of the mergers, as
agreed therein (which amended and restated Exhibit C to the Merger Agreement).
Altimmune is a privately-held clinical stage immunotherapeutics
company focused on the development of products to stimulate robust and durable immune responses for the prevention and treatment of disease. Altimmune has two proprietary platform technologies, RespirVec and Densigen, each of which has been shown,
in preclinical studies and early clinical trials, to activate the immune system in distinctly different ways than traditional vaccine methods. Using these technologies, Altimmune has generated clinical product candidates which potentially represent
an entirely new approach to harnessing the immune system. Altimmunes most advance product candidate, NasoVAX, an intranasally administered recombinant influenza vaccine, uses an adenovector to achieve expression of the influenza antigen in the
target cell, thereby potentially stimulating a broader and more rapid immune response than traditional influenza vaccines. Altimmunes planned Phase 2 program for NasoVAX is expected to start in third quarter of 2017, with initial data
anticipated approximately six months following the start of enrollment. Altimmunes second most advanced product candidate, HepTcell, is being tested as an immunotherapy for patients chronically infected with the hepatitis B virus
(HBV), and has the potential to provide a functional cure, something that is not achievable with current treatments. HepTcell is currently in a Phase 1 trial in the United Kingdom in patients with chronic HBV. Initial results
from this trial are expected by the end of 2017. With the support of the U.S. Biomedical Advanced Research and Development Authority (BARDA), Altimmune is developing a third product candidate, NasoShield, an anthrax vaccine
designed to provide rapid, stable protection after one intranasal administration. Subject to continued financial and other support from BARDA, Altimmune anticipates launching a Phase 1 trial for NasoShield in the first quarter of 2018. The combined
company will be a fully-integrated and diversified immunotherapeutics company with one preclinical stage and four clinical stage programs.
Our
executive offices are located at One Park Place, Suite 450, Annapolis, Maryland 21401 and our telephone number is (410) 269-2600. After the consummation of the Mergers, our executive offices will be located at 19 Firstfield Road, Suite 200,
Gaithersburg, Maryland 20878.
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RISK FACTORS
Before you invest in any of our securities, in addition to the other information in this prospectus and the applicable prospectus supplement, you should
carefully consider the risk factors under the heading Risk Factors contained in Part I, Item 1A in our most recent Annual Report on Form 10-K and any risk factors disclosed under the heading Risk Factors in Part II,
Item 1A in any Quarterly Report on Form 10-Q or in any Current Report on Form 8-K that we file after our most recent Annual Report on Form 10-K, which are incorporated by reference into this prospectus and the applicable prospectus supplement,
as the same may be updated from time to time by our future filings under the Exchange Act.
The risks and uncertainties we describe are not the only
ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business or operations. Any adverse effect on our business, financial condition or operating results could result
in a decline in the value of the securities and the loss of all or part of your investment.
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SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
This prospectus and any related prospectus supplement and the information incorporated by reference herein and therein contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). This information may involve known and unknown risks, uncertainties and
other factors that are difficult to predict and may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. These
risks, uncertainties and other factors include, but are not limited to, risk associated with the following:
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the reliability of the results of the studies relating to human safety and possible adverse effects resulting from the
administration of our product candidates,
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funding delays, reductions in or elimination of U.S. Government funding and/or non-renewal of expiring funding under our
September 2014 contract with the National Institutes of Allergy and Infectious Diseases, or NIAID,
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our ability to satisfy certain technical milestones under our September 2014 contract with NIAID that would entitle us
to receive additional funding over the period of the agreement,
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the preservation of our net operating loss carryforwards, or NOLs,
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delays caused by third parties challenging government contracts awarded to us,
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unforeseen safety and efficacy issues,
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completing the Mergers or accomplishing any future strategic partnerships or business combinations,
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our ability to continue to satisfy the listing requirements of the NYSE MKT,
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as well as risks detailed under the caption Risk Factors in this prospectus and any related prospectus supplement and in our other reports filed with the
U.S. Securities and Exchange Commission, or the SEC, from time to time hereafter.
Forward-looking statements describe managements current expectations
regarding our future plans, strategies and objectives and are generally identifiable by use of the words may, will, should, could, expect, anticipate, estimate,
believe, intend, project, potential or plan or the negative of these words or other variations on these words or comparable terminology. Such statements include, but are not limited to,
statements relating to:
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potential payments under government contracts or grants,
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potential future government contracts or grant awards,
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potential regulatory approvals,
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potential consummation of the Mergers or other future strategic partnerships or business combinations,
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future product advancements, and
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anticipated financial or operational results.
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Forward-looking statements are based on assumptions that may be incorrect, and we cannot assure you that the projections included in the forward-looking statements
will come to pass.
All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or
referred to above.
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USE OF PROCEEDS
We will retain broad discretion over the use of net proceeds to us from the sale of our securities offered hereby. Except as may be otherwise described
in a prospectus supplement, we currently anticipate using any net proceeds to us for general corporate purposes, which may include working capital, research and development expenses, general and administrative expenses, and capital expenditures. We
may also use a portion of the net proceeds to acquire or invest in businesses, products and technologies that are complementary to our own, although we have no present commitments or agreements for any such transactions. The amounts and timing of
our actual expenditures for each purpose may vary significantly depending upon numerous factors, including the actual amount of proceeds we receive, the status of our research and product development efforts, regulatory approvals, competition and
economic or other conditions.
Pending the application of such proceeds, we may invest the proceeds in short-term, interest bearing,
investment-grade marketable securities or money market obligations.
DESCRIPTION OF COMMON STOCK
Under our Amended and Restated Certificate of Incorporation, as amended, to which we refer as our charter, we are currently authorized to
issue 100,000,000 shares of common stock, par value $.0001 per share. As of March 22, 2017, we had 68,815,195 shares of common stock outstanding.
Holders of our common stock are entitled to one vote for each share of common stock held of record on all matters to be voted on by stockholders, except
as otherwise provided by law or in any preferred stock designation. Our bylaws specify that, except as otherwise required by law or our charter, the presence in person or by proxy of holders of a majority of the shares entitled to vote at a meeting
of stockholders will be necessary, and will constitute a quorum, for the transaction of business at such meeting. Our bylaws furthermore specify that all elections of directors will be determined by a plurality of the votes and that, except as
otherwise provided by law or in the charter or bylaws, any other matter will be determined by the vote of a majority of the shares which are voted with regard to it. Holders of our common stock have no conversion, preemptive or other subscription
rights and there are no sinking fund or redemption provisions applicable to the common stock.
There is no cumulative voting with respect to the
election of directors, with the result that the holders of more than 50% of the shares voting for the election of directors can elect all of the directors then up for election. Holders of our common stock are entitled to receive dividends when, as
and if declared by our board of directors out of funds legally available therefor. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share in all assets remaining which are available for
distribution to them after payment of liabilities and after provision has been made for each class of stock, if any, having preference over the common stock.
Transfer Agent
The transfer agent and registrar for the
common stock is Continental Stock Transfer & Trust Company, New York, New York.
DESCRIPTION OF PREFERRED STOCK
Under our charter, we are currently authorized to issue 1,000,000 shares of preferred stock, par value $.0001 per share. As of the date of this
prospectus, we had no shares of preferred stock outstanding.
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Under our charter, our board of directors is expressly granted authority to issue shares of preferred
stock, in one or more series, and to fix for each series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions as it
may determine in the resolution or resolutions providing for the issue of such series (to which we also refer as a preferred stock designation) and as may be permitted by the Delaware General Corporation Law. The number of authorized
shares of preferred stock may be increased or decreased (but not below the number of shares of preferred stock then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of our
capital stock entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the preferred stock, or any series of preferred stock, unless a vote of any such holders is required
pursuant to any preferred stock designation.
This section describes the general terms of our preferred stock to which any prospectus supplement may
relate. A prospectus supplement will describe the terms relating to any preferred stock to be offered by us in greater detail, and may provide information that is different from the information described in this prospectus. If the information in the
prospectus supplement with respect to the particular preferred stock being offered differs from the information in this prospectus, you should rely on the information in the prospectus supplement. A copy of our charter has been incorporated by
reference from our filings with the SEC as an exhibit to the registration statement of which this prospectus is a part. A certificate of designations will specify the terms of the preferred stock being offered, and will be filed as an exhibit to the
registration statement of which this prospectus is a part or incorporated by reference from a report that we file with the SEC.
The rights and
terms relating to any new series of preferred stock could adversely affect the voting power or other rights of the holders of the common stock or could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a
change in control of the Company.
The following description of our preferred stock, together with any description of our preferred stock in a
related prospectus supplement, summarizes the material terms and provisions of the preferred stock that we may sell under this prospectus. We urge you to read the applicable prospectus supplement(s) related to the particular series of preferred
stock that we sell under this prospectus and to the actual terms and provisions contained in our charter (certificate of designations) and bylaws, each as amended from time to time.
Terms
Our board of directors will fix the rights,
preferences, privileges, qualifications and restrictions of the preferred stock of each series that we sell under this prospectus and applicable prospectus supplements in the certificate of designations relating to that series. We will file as an
exhibit to the registration statement of which this prospectus is a part or incorporate by reference the form of any certificate of designations that describes the terms of the series of preferred stock we are offering in connection with the
issuance of the related series of preferred stock. This description of the preferred stock in the certificate of designations and any applicable prospectus supplement may include:
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the number of shares of preferred stock to be issued and the offering price of the preferred stock;
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the title and stated value of the preferred stock;
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dividend rights, including dividend rates, periods, or payment dates, or methods of calculation of dividends applicable to
the preferred stock;
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whether dividends will be cumulative or non-cumulative, and if cumulative the date from which distributions on the
preferred stock shall accumulate;
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right to convert the preferred stock into a different type of security;
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voting rights, if any, attributable to the preferred stock;
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rights and preferences upon our liquidation or winding up of our affairs;
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preemption rights, if any;
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the procedures for any auction and remarketing, if any, for the preferred stock;
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the provisions for a sinking fund, if any, for the preferred stock;
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any listing of the preferred stock on any securities exchange;
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the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock,
including the conversion price (or manner of calculation thereof);
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a discussion of federal income tax considerations applicable to the preferred stock, if material;
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the relative ranking and preferences of the preferred stock as to dividend or other distribution rights and rights if we
liquidate, dissolve or wind up our affairs;
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any limitations on issuance of any series of preferred stock ranking senior to or on a parity with the series of preferred
stock being offered as to distribution rights and rights upon the liquidation, dissolution or winding up or our affairs; and
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any other specific terms, preferences, rights, limitations or restrictions of the preferred stock.
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Rank
As set forth in the applicable supplement to this
prospectus, shares of our preferred stock may rank, with respect to payment of distributions and rights upon our liquidation, dissolution or winding up, and allocation of our earnings and losses:
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senior to all classes or series of our common stock, and to all of our equity securities ranking junior to the preferred
stock;
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equally with all equity securities issued by us, the terms of which specifically provide that these equity securities rank
on a parity, or equally, with the preferred stock; or
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junior to all equity securities issued by us, the terms of which specifically provide that these equity securities rank
senior to the preferred stock.
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Distributions
Subject to any preferential rights of any outstanding stock or series of stock, holders of our preferred stock may be entitled to receive distributions,
when and as authorized by our board of directors, out of legally available funds, and share pro rata based on the number of shares of preferred stock, common stock and other equity securities outstanding.
Voting Rights
As indicated in the applicable supplement to
this prospectus, and as otherwise required under Delaware law, holders of our preferred stock may or may not have voting rights.
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Liquidation Preference
As indicated in the applicable supplement to this prospectus, upon the voluntary or involuntary liquidation, dissolution or winding up of our affairs,
then, before any distribution or payment shall be made to the holders of any common stock or any other class or series of stock ranking junior to the preferred stock in our distribution of assets upon any liquidation, dissolution or winding up, the
holders of each series of our preferred stock may be entitled to receive, after payment or provision for payment of our debts and other liabilities, out of our assets legally available for distribution to shareholders, liquidating distributions in
the amount of the liquidation preference per share (set forth in the applicable supplement to this prospectus), plus an amount, if applicable, equal to all distributions accrued and unpaid thereon (which shall not include any accumulation in respect
of unpaid distributions for prior distribution periods if the preferred stock does not have a cumulative distribution). After payment of the full amount of the liquidating distributions to which they may be entitled, the holders of preferred stock
may have no right or claim to any of our remaining assets. In the event that, upon our voluntary or involuntary liquidation, dissolution or winding up, the legally available assets are insufficient to pay the amount of the liquidating distributions
on all of our outstanding preferred stock and the corresponding amounts payable on all of our stock of other classes or series of equity security ranking on a parity with the preferred stock in the distribution of assets upon liquidation,
dissolution or winding up, then the holders of our preferred stock and all other such classes or series of equity securities may share ratably in the distribution of assets in proportion to the full liquidating distributions to which they would
otherwise be respectively entitled.
If the liquidating distributions are made in full to all holders of preferred stock, our remaining assets may
be distributed among the holders of any other classes or series of equity security ranking junior to the preferred stock upon our liquidation, dissolution, or winding up, according to their respective rights and preferences and in each case
according to their respective number of shares of stock.
Conversion Rights
The terms and conditions, if any, upon which shares of any series of preferred stock are convertible into, such as common stock, debt securities,
warrants or units consisting of one or more of such securities will be set forth in the applicable supplement to this prospectus. These terms will include the amount and type of security into which the shares of preferred stock are convertible, the
conversion price (or manner of calculation thereof), the conversion period, provisions as to whether conversion will be at the option of the holders of the preferred stock or us, the events, if any, requiring an adjustment of the conversion price
and provisions, if any, affecting conversion in the event of the redemption of that preferred stock.
Redemption
If so provided in the applicable supplement to this prospectus, our preferred stock will be subject to mandatory redemption or redemption at our option,
in whole or in part, in each case upon the terms, at the times and at the redemption prices set forth in such supplement to this prospectus.
DESCRIPTION OF WARRANTS
The following description, together with the additional information we may include in any applicable prospectus
supplements, summarizes the material terms and provisions of the warrants that we may offer under this prospectus. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will
describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. The terms of any warrants offered under a prospectus supplement may differ from the terms described below.
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We will file as exhibits to the registration statement of which this prospectus is a part, or will
incorporate by reference from another report that we file with the SEC, the form of warrant agreement, which may include a form of warrant certificate, that describes the terms of the particular series of warrants we are offering. The following
summary of material provisions of the warrants and the warrant agreements are subject to all the provisions of the warrant agreement and warrant certificate applicable to a particular series of warrants. We urge you to read the applicable prospectus
supplements related to the particular series of warrants that we sell under this prospectus, as well as the complete warrant agreements and/or warrant certificates that contain the terms of the warrants.
General
We will describe in the applicable prospectus
supplement the terms relating to warrants being offered, which may include:
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the offering price and aggregate number of warrants offered;
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if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants
issued with each such security or each principal amount of such security;
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if applicable, the date on and after which the warrants and the related securities will be separately transferable;
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in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred
stock, as the case may be, purchasable upon the exercise of one warrant, the price at which these shares may be purchased upon such exercise and whether such exercise may be on a cashless basis;
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the terms of any rights to redeem or call the warrants;
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any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the
warrants;
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the dates on which the right to exercise the warrants will commence and expire;
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the manner in which the warrant agreements and warrants may be modified;
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federal income tax consequences of holding or exercising the warrants, if material;
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the terms of the securities issuable upon exercise of the warrants; and
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any other specific terms, preferences, rights or limitations of or restrictions on the warrants.
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Before exercising their warrants, holders of warrants will likely not have any of the rights of holders of the securities purchasable upon such
exercise, including, in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding up of our affairs or to exercise voting rights, if any.
Exercise of Warrants
Each warrant will entitle the holder to
purchase the securities that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the
warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.
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Holders of the warrants may exercise the warrants by delivering the warrant certificate representing the
warrants to be exercised together with specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable prospectus supplement. We intend to set forth in any warrant agreement
and in the applicable prospectus supplement the information that the holder of the warrant will be required to deliver to the warrant agent.
Upon
receipt of the required payment and any warrant certificate or other form required for exercise properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus
supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants represented by the warrant or warrant certificate are exercised, then we will issue a new warrant or warrant certificate for the
remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.
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PLAN OF DISTRIBUTION
These securities may be offered and sold directly by us, through dealers or agents designated from time to time, or to or through underwriters or may be
offered and sold directly by us through a specific bidding or auction process, a rights offering or through a combination of these methods. The prospectus supplement with respect to the securities being offered will set forth the terms of the
offering, including the names of the underwriters, dealers or agents, if any, the purchase price of the securities, our net proceeds, any underwriting discounts and other items constituting underwriters compensation, public offering price and
any discounts or concessions allowed or reallowed or paid to dealers and any securities exchanges on which such securities may be listed. These securities may also be offered by us to our shareholders in lieu of dividends.
The distribution of securities may be effected, from time to time, in one or more transactions, including:
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block transactions (which may involve crosses) and transactions on the NYSE MKT or any other organized market where the
securities may be traded;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its own account pursuant to a prospectus
supplement;
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ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers;
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directly to one or more purchasers (through a specific bidding or auction process or otherwise);
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sales at the market to or through a market maker or into an existing trading market, on an exchange or
otherwise; and
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sales in other ways not involving market makers or established trading markets, including direct sales to purchasers.
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The securities may be sold at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale,
at prices relating to the prevailing market prices or at negotiated prices. The consideration may be cash or another form negotiated by the parties. Agents, underwriters or broker-dealers may be paid compensation for offering and selling the
securities. That compensation may be in the form of discounts, concessions or commissions to be received from us or from the purchasers of the securities. Dealers and agents participating in the distribution of the securities may be deemed to be
underwriters, and compensation received by them on resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act. If such dealers or agents were deemed to be underwriters, they may be subject to
statutory liabilities under the Securities Act.
We may also make direct sales through subscription rights distributed to our existing shareholders
on a pro rata basis, which may or may not be transferable. In any distribution of subscription rights to our shareholders, if all of the underlying securities are not subscribed for, we may then sell the unsubscribed securities directly to third
parties or may engage the services of one or more underwriters, dealers or agents, including standby underwriters, to sell the unsubscribed securities to third parties.
If underwriters are used in an offering, we may execute an underwriting agreement with such underwriters and will specify the name of each underwriter
and the terms of the transaction (including any underwriting discounts and other terms constituting compensation of the underwriters and any dealers) in a prospectus supplement. If an underwriting syndicate is used, the managing underwriter(s) will
be specified on the cover of the prospectus supplement. If underwriters are used in the sale, the
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offered securities will be acquired by the underwriters for their own accounts and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. Unless otherwise set forth in the
prospectus supplement, the obligations of the underwriters to purchase the offered securities will be subject to conditions precedent and the underwriters will be obligated to purchase all of the offered securities if any are purchased.
If dealers are used in an offering, we will sell the securities to the dealers as principals. The dealers may resell the securities to the public at
varying prices, which they determine at the time of resale. The names of the dealers and the terms of the transaction will be specified in a prospectus supplement.
The securities may be sold directly by us or through agents we designate. If agents are used in an offering, the names of the agents and the terms of
the agency will be specified in a prospectus supplement. Unless otherwise indicated in a prospectus supplement, the agents will act on a forts basis for the period of their appointment.
Dealers and agents named in a prospectus supplement may be deemed to be underwriters (within the meaning of the Securities Act) of the securities
described therein. In addition, we may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resales thereof.
In compliance with the guidelines of the Financial Industry Regulatory Authority (FINRA), the aggregate value of all compensation to be
received by participating FINRA members in any offering will not exceed 8% of the offering proceeds.
Underwriters, dealers and agents, may be
entitled to indemnification by us against specific civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which the underwriters or agents may be required to make in respect thereof, under
underwriting or other agreements. The terms of any indemnification provisions will be set forth in a prospectus supplement. Certain underwriters, dealers or agents and their associates may engage in transactions with and perform services for us in
the ordinary course of business.
If so indicated in a prospectus supplement, we will authorize underwriters or other persons acting as our agents
to solicit offers by institutional investors to purchase securities pursuant to contracts providing for payment and delivery on a future date. We may enter contracts with commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and other institutional investors. The obligations of any institutional investor will be subject to the condition that its purchase of the offered securities will not be illegal at the time of
delivery. The underwriters and other agents will not be responsible for the validity or performance of contracts.
Each prospectus supplement will
indicate if the securities offered thereby will be listed on any securities exchange; however, we anticipate that any common shares sold pursuant to a prospectus supplement will be eligible for trading on the NYSE MKT, subject to official notice of
issuance. Any underwriters to whom securities are sold by us for Public offering and sale may make a market in the securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice.
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LEGAL MATTERS
Certain legal matters relating to the issuance and sale of the securities hereby will be passed upon by Dentons US LLP, New York, New York. Additional
legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.
EXPERTS
The
consolidated financial statements of PharmAthene Inc. appearing in PharmAthene Inc.s Annual Report (Form 10-K) for the year ended December 31, 2016, and the effectiveness of PharmAthene Inc.s internal control over financial
reporting as of December 31, 2016 have been audited by Ernest & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, incorporated by reference therein, and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational reporting requirements of the Exchange Act and file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any materials we file with the SEC at the SECs Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC -0330 for further information on
the Public Reference Room. You may also access filed documents at the SECs website at www.sec.gov.
INCORPORATION
BY REFERENCE
We are incorporating by reference important business and financial information about us that we file with the SEC. Any information
that we incorporate by reference is considered part of this prospectus. Information that we file with the SEC after the initial filing of the registration statement of which this prospectus forms a part and prior to the termination of the offering
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, shall be deemed to be incorporated by reference in the registration statement and to be part thereof from the date of filing of such information and automatically
adds to, updates or supersedes the information listed below.
We incorporate by reference the following documents we have filed, or may file, with
the SEC:
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Our Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-32587);
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Our Current Reports on Form 8-K filed with the SEC on January 19, 2017, February 1,
2017, March 14, 2017, and March 29, 2017 (excluding the information contained in Item 2.02 and any information pertaining to such item in Exhibit 99.1 therein, which are not incorporated by reference herein); and
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The description of our common stock contained in our registration statement on Form 8-A filed with the SEC on July 27,
2005, including any amendments or reports filed for the purpose of updating such description, including the description of the Companys securities set forth in the Definitive Proxy Statement filed with the SEC on July 16, 2007, on page
159 under the caption Description of Securities.
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To the extent that any information contained in any Current Report on Form 8-K, or any exhibit thereto, is
furnished to, rather than filed with, the SEC, such information or exhibit is specifically not incorporated by reference in this prospectus.
We
make available free of charge through our website at www.pharmathene.com our press releases and all of the documents that we are required to file electronically with the SEC, including all amendments thereto, as soon as reasonably practical after
they are electronically filed with, or furnished to, the SEC. Our website also contains our Code of Ethics. The information on our website is not part of nor incorporated by reference into this prospectus.
You may also read and copy any materials we file with the SEC at the SECs Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You
may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC -0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers,
like PharmAthene, that file electronically with the SEC at http://www.sec.gov.
In addition, we will provide, without charge to each person,
including any beneficial owner, to whom this prospectus is delivered, upon written or oral request of such person, a copy of any or all of the documents incorporated by reference in this prospectus other than exhibits, unless such exhibits
specifically are incorporated by reference into such documents or this prospectus. Requests for such documents should be addressed in writing or by telephone to: PharmAthene, Inc., One Park Place, Suite 450, Annapolis, MD 21401, (410) 269-2600.
15
PROSPECTUS SUPPLEMENT
286,633
Shares of Common Stock
Placement Agent
Roth Capital Partners
September 24,
2018
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