Current Report Filing (8-k)
17 July 2018 - 7:17AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 11, 2018
ALTIMMUNE, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-32587
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20-2726770
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS 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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Registrants telephone number including area code: (240)
654-1450
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth company ☐
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 13(a) of the Exchange
Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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On July 11, 2018, Altimmune, Inc. (the
Company
) entered into substantially similar privately negotiated exchange agreements (the
Exchange Agreements
) with certain investors (the
Investors
). Pursuant to the terms of the Exchange
Agreements, the Company issued an aggregate of 963,711 shares (the
Preferred Exchange Shares
) of the Companys common stock, par value $0.0001 to the Investors and paid $22,241 in cash in exchange for all of the shares of
Series B Redeemable Convertible Preferred Stock, par value $0.0001 per share held by the Investors (the
First Closing
). Subject to the approval by the Companys stockholders of the issuance of the Companys shares of
Common Stock pursuant to the Exchange Agreements as required by the rules of the NASDAQ Global Market and the satisfaction of other customary closing conditions, the Company will issue an additional 4,351,136 shares (the
Warrant Exchange
Shares,
and together with the Preferred Exchange Shares, the
Exchange Shares
) of Common Stock at the second closing (the
Second Closing
, and together with the First Closing, the
Exchange
) of the Exchange Agreements in exchange for the warrants to purchase shares of Common Stock held by the Investors, representing all previously outstanding warrants held by the Investors (the
Existing
Warrants
), issued pursuant to that certain Securities Purchase Agreement, dated as of August 16, 2017, by and among the Company and certain investors (the
Purchase Agreement
). The Company anticipates that the Second
Closing will occur in the third quarter of 2018. The Investors included Novartis Bioventures Ltd. and entities affiliated with Truffle Capital S.A.S. and HealthCap V L.P.
Pursuant to the Exchange Agreements, following the Exchange and the completion of the transactions contemplated by the Exchange Agreements,
all obligations under the Purchase Agreement and the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of the Company as they relate to the Investors shall be terminated without further action by the Company
or the other parties thereto, and the Existing Warrants and all outstanding shares of the Companys Series B Convertible Preferred Stock held by the Investors will be deemed satisfied.
The terms of the Exchange Agreements grant the Investors certain rights and obligations, including requiring the Investors to vote all of
their shares, if any, of Common Stock at the Companys 2018 annual meeting of stockholders (A) for all directors nominated by the Companys board of directors (the
Board
) for election and (B) in accordance with
the recommendation of the Board on any other proposals, except for the shares issued to the Investors pursuant to the Exchange Agreements with respect to the proposal to issue the shares as required by the rules of the NASDAQ Global market.
After the completion of the Exchange, the Company will have no shares of Series B Convertible Preferred Stock outstanding and investors not
party to the Exchange Agreement will hold Existing Warrants to purchase 75,995 shares of Common Stock.
The Exchange is being made, and
the Exchange Shares are being offered and issued, in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) and Section 3(a)(9) thereof.
The foregoing description of the Exchange does not purport to be complete and is qualified in its entirety by reference to the Form of
Exchange Agreement which is attached hereto as Exhibit 10.1 and is incorporated by reference into this Item 1.01.
Item 1.02
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Termination of a Material Definitive Agreement.
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To the extent required by Item 1.02 of
the Form
8-K,
the information set forth in Item 1.01 of this Current Report on Form
8-K
and the full text of the Form of Exchange Agreement which is attached hereto as
Exhibit 10.1 are incorporated by reference into this Item 1.02.
Item 3.02
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Unregistered Sales of Equity Securities.
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To the extent required by Item 3.02 of the
Form
8-K,
the disclosures set forth under Item 1.01 of this Current Report on Form
8-K
and the full text of the Form of Exchange Agreement which is attached hereto as
Exhibit 10.1 are incorporated by reference into this Item 3.02.
Item 3.03
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Material Modifications to Rights of Security Holders.
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To the extent required by Item
3.03 of the Form
8-K,
the disclosures set forth under Item 1.01 of this Current Report on Form
8-K
and the full text of the Form of Exchange Agreement which is attached
hereto as Exhibit 10.1 are incorporated by reference into this Item 3.03.
Press Release
On July 12, 2018, the Company issued a press release regarding the Exchange. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Annual Meeting of the Companys Stockholders
The Board of Directors of the Company has determined that the Companys 2018 Annual Meeting of Stockholders (the
2018 Annual
Meeting
) will occur on or about August 30, 2018. The Board has set July 23, 2018 as the record date for the 2018 Annual Meeting. Additional information about the 2018 Annual Meeting will be included in the Companys proxy
materials. Because the anticipated date of the 2018 Annual Meeting has been changed to a date that is more than 30 days earlier than the
one-year
anniversary date of the Companys 2017 Annual Meeting of
Stockholders, in accordance with Rule
14a-8
under the Securities Exchange Act of 1934, as amended (the
Exchange Act
) and the Companys Amended and Restated Bylaws (the
Bylaws
), the deadlines applicable to stockholder proposals have changed.
Stockholders who wish to have a proposal
considered for inclusion in the Companys proxy materials for the 2018 Annual Meeting pursuant to Rule
14a-8
under the Exchange Act must ensure that such proposal is received by the Company not later than
the close of business on July 26, 2018. Any such proposal should be delivered to the Company at 910 Clopper Road, Suite 201S, Gaithersburg, Maryland, 20878, Attention: Corporate Secretary and must comply with the rules and regulations of the
Securities and Exchange Commission under Rule
14a-8
in order to be eligible for inclusion in the proxy materials for the 2018 Annual Meeting.
In accordance with the Companys Bylaws, for director nominations or other stockholder proposals (other than proposals pursuant to Rule
14a-8
under the Exchange Act) to be brought before the 2018 Annual Meeting, written notice must be received by the Company not later than July 26, 2018 by delivering such nominations or proposals in writing to
the Company at 910 Clopper Road, Suite 201S, Gaithersburg, Maryland, 20878, Attention: Corporate Secretary. Such notices must comply with the requirements of the Companys Bylaws and applicable law, and no director nomination or stockholder
proposal may be presented at the 2018 Annual Meeting otherwise.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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ALTIMMUNE, INC.
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By:
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/s/ William Enright
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Name: William Enright
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Title: President and Chief Executive Officer
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Dated July 16, 2018
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