Item 1.01.
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Entry into a Material Definitive Agreement.
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On September 24, 2018, Altimmune, Inc. (the Company) entered into a Securities Purchase Agreement (the Securities Purchase
Agreement) with certain investors pursuant to which the Company agreed to sell 286,633 shares of the Companys common stock, par value $0.0001 per share (the Offering). Each share of common stock was offered and sold at a
price of $17.02.
The Offering is expected to close on or about September 26, 2018, subject to the satisfaction of customary closing conditions. The
gross proceeds to the Company after deducting placement agent fees are expected to be approximately $4.5 million, prior to deducting other estimated expenses payable by the Company associated with the Offering. The Offering is being made
pursuant to the Companys existing shelf registration statement on Form
S-3
(File
No. 333-217034),
which was filed with the U.S. Securities and Exchange
Commission (the Commission) on March 30, 2017 and declared effective by the Commission on April 6, 2017.
The representations,
warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk
between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company.
Accordingly, the Purchase Agreement is filed with this report only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Stockholders should
not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and
warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
Roth Capital Partners, LLC acted as placement agent in connection with the Offering pursuant to a Placement Agency Agreement, dated September 24, 2018 (the
Placement Agency Agreement). Under the Placement Agency Agreement, the placement agent agreed to use reasonable best efforts to arrange for the sale of the Common Stock and the Company agreed to pay the placement agent a cash
fee equal to 7.0% of the gross proceeds of the Offering. The Placement Agency Agreement contains customary representations, warranties and indemnification by the Company and provides for the reimbursement of up to $125,000 in expenses incurred by
the placement agent.
The foregoing description of the Placement Agency Agreement and the Securities Purchase Agreement does not purport to be complete
and is qualified in its entirety by reference to the agreements, which are filed as Exhibits 1.1 and 10.1, respectively, to this Current Report on Form
8-K
and are incorporated by reference herein.