As filed with the Securities and Exchange Commission on August 21, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
ALTIMMUNE, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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20-2726770
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(State or other jurisdiction
of incorporation)
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(I.R.S. Employer
Identification No.)
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910 Clopper Road Suite 201S
Gaithersburg, Maryland
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20878
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(Address of principal executive offices)
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(Zip Code)
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ALTIMMUNE, INC.
2017 OMNIBUS INCENTIVE PLAN
(Full Title of the Plan)
Dr. Vipin K. Garg
Chief Executive Officer
Altimmune, Inc.
910
Clopper Road, Suite 201S
Gaithersburg, Maryland
Telephone: (240) 654-1450
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Joseph Theis, Jr., Esq.
Goodwin Procter LLP
100
Northern Ave
Boston, MA 02210
Telephone: (617) 570-1000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
per Share(2)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.0001 par value per share
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1,066,810 shares(3)
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$25.02
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$26,691,586.20
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$3,464.57
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this
Registration Statement shall also cover any additional shares of the Registrant’s common stock, par value $0.0001 per share (the “Common Stock”) that become issuable under the Altimmune, Inc. 2017 Omnibus Incentive Plan, as amended
(the “2017 Plan”) by reason of any stock split, stock dividend, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the
Registrant’s outstanding shares of Common Stock.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the
Securities Act on the basis of $25.02, the average of the high and low sale prices of the Registrant’s common stock as reported on the Nasdaq Global Market on August 19, 2019.
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(3)
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Represents an automatic increase to the number of shares available for issuance under the 2017 Plan, in
accordance with the automatic annual increase provision of the 2017 Plan as amended. Shares available for issuance under the 2017 Plan were previously registered on Form S-8 filed with the Securities
and Exchange Commission on May 10, 2017 (Registration No. 333-217846).
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Proposed
sales to take place as soon after the effective date of the Registration Statement as awards are granted, exercised or distributed under the 2017 Plan.