Item 1.01. Entry into a Material Definitive Agreement.
On October 8, 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 a total of 4,629,630 units, consisting of 2,767,356 common units (each a Common Unit), each Common Unit consisting of one share of the Companys common stock, par
value $0.0001 per share (common stock), and a warrant to purchase one share of common stock (each a Warrant), and 1,862,274
pre-funded
units (each a
Pre-funded
Unit) consisting of a
pre-funded
warrant to purchase one share of common stock at an exercise price of $0.01 per share (each a
Pre-funded
Warrant) and a Warrant. Each Common Unit is being sold at a public offering price of $5.40 per unit, and each
Pre-funded
Unit is being sold at a public
offering price of $5.39 per unit, which is equal to the public offering price per Common Unit being sold in this offering, minus $0.01 per unit. The transaction to be effected pursuant to the Securities Purchase Agreement is referred to herein as
the Offering.
The Warrants included in the Common Units and the
Pre-funded
Units will be immediately
exercisable at an exercise price of $5.40 per share, subject to adjustment in certain circumstances, and will expire five years from the date of issuance. The
Pre-funded
Units are being offered to purchasers
whose purchase of Common Units in the Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the Companys
outstanding common stock immediately following the consummation of the Offering. The
Pre-funded
Warrants are immediately exercisable and may be exercised at any time until all of the
Pre-funded
Warrants are exercised in full. The shares of common stock, or
Pre-funded
Warrants in the case of
Pre-funded
Units, and the
Warrants are being offered together, but the securities comprising the Common Units and the
Pre-funded
Units will be issued separately and will be immediately separable upon issuance.
The Offering is expected to close on or about October 10, 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 $23.2 million, excluding the proceeds, if any, from the exercise of the Warrants, and prior to deducting estimated offering expenses payable by the Company. 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 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 Securities Purchase Agreement were made solely for the benefit of the parties to the Securities Purchase Agreement. In addition, such representations, warranties and covenants (i) are
intended as a way of allocating the risk between the parties to the Securities 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 Securities 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 Securities Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
Roth Capital Partners, LLC (Roth) acted as the placement agent for the Offering pursuant to a Placement Agency Agreement, dated October 8,
2018 (the Placement Agency Agreement). Under the Placement Agency Agreement, Roth agreed to use commercially reasonable best efforts to arrange for the sale of the units and the Company agreed to pay the placement agent a
cash fee equal to 7% 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 $80,000 in expenses incurred by
the placement agent in connection with the Offering.
The foregoing descriptions of the Placement Agency Agreement, the
Pre-funded
Warrants, the Warrants, and the Securities Purchase Agreement do not purport to be complete and are qualified in its entirety by reference to the full text of the Placement Agency Agreement and the
forms of the
Pre-funded
Warrant, Warrant, and the Securities Purchase Agreement, which are filed as Exhibits 1.1, 4.1, 4.2, and 10.1, respectively, to this Current Report on Form
8-K
and are incorporated by reference herein.
Lock-up
Waiver
In connection with the Companys registered direct offering that closed on September 26, 2018 (the Registered Direct Offering) and the
Companys underwritten public offering that closed on October 2, 2018 (the Unit Offering), the Company agreed to certain restrictions (the Company
Lock-Ups)
set forth in the
Placement Agency Agreement dated as of