Item 1.01.
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Entry into a Material Definitive Agreement.
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On February 25, 2021, Altimmune, Inc. (the Company) entered into an Equity Distribution Agreement (the Agreement)
with Piper Sandler & Co., Evercore Group L.L.C., and B. Riley Securities, Inc., serving as sales agents (the Sales Agents) with respect to an
at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.0001 per
share (the Common Stock), having an aggregate offering price of up to $125.0 million (the Shares) through the Sales Agents (the Offering). Any Shares offered and sold in the Offering will be issued pursuant
to the Companys Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the SEC) on December 31, 2020, which was declared effective on January 11,
2021, the prospectus supplement relating to the Offering filed with the SEC on February 25, 2021 and any applicable additional prospectus supplements related to the Offering that form a part of the Registration Statement.
The Sales Agents may sell the Shares by any method permitted by law deemed to be an at the market offering as defined in Rule
415(a)(4) of the Securities Act of 1933, as amended, including, without limitation, sales made through The Nasdaq Global Market (Nasdaq) or on any other existing trading market for the Common Stock. The Sales Agents will use commercially
reasonable efforts to sell the Shares from time to time consistent with their normal sales practices and applicable federal rules, regulations and Nasdaq rules, based upon instructions from the Company (including any price, time or size limits or
other customary parameters or conditions the Company may impose). The Company will pay the Sales Agents a commission equal to three percent (3.0%) of the gross sales proceeds of any Shares sold through the Sales Agents under the Agreement, and also
has provided the Sales Agents with customary indemnification and contribution rights.
The Sales Agents are not required to sell any
specific number or dollar amount of securities, but will use commercially reasonable efforts to sell, on behalf of the Company, all of the shares of Common Stock requested to be sold by the Company, consistent with their normal trading and sales
practices, on mutually agreed terms among the Sales Agents and the Company. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a
copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the opinion of Goodwin Procter LLP relating to the legality of the issuance
and sale of the shares in the Offering is attached as Exhibit 5.1 hereto.
This Current Report on Form
8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.