Item 1.01 Entry into a Material Definitive Agreement.
On July 13, 2020, Altimmune, Inc. (the Company) entered into an Underwriting Agreement (the Underwriting Agreement) with Jefferies
LLC, Evercore Group L.L.C. and Piper Sandler & Co., as representatives of the underwriters named therein (collectively, the Underwriters), relating to the offer and sale of (i) 3,369,564 shares of the Companys common
stock, par value $0.0001 per share (the Common Stock), at a price to the public of $23.00 per share, and (ii) pre-funded warrants of the Company to purchase 1,630,436 shares of Common Stock at
an exercise price equal to $0.0001 per share (the Pre-Funded Warrants), at a price to the public of $22.9999 per share of Common Stock underlying the
Pre-Funded Warrants (equal to the public offering price per share of Common Stock, minus the exercise price of each Pre-Funded Warrant) (the Offering). In
addition, the Company has granted to the Underwriters an option to purchase up to an additional 750,000 shares of Common Stock (the Option). On July 14, 2020, the Underwriters exercised the Option in full. The gross proceeds to the
Company from the Offering, including the proceeds from the Underwriters exercise of the Option, are expected to be approximately $132.2 million.
The Pre-Funded Warrants are exercisable at any time, provided that each
Pre-Funded Warrant holder will be prohibited from exercising such Pre-Funded Warrants into shares of Common Stock if, as a result of such exercise, the holder, together
with its affiliates, would own more than 4.99% of the total number of shares of Common Stock then issued and outstanding, which percentage may change at the holders election to any other number less than or equal to 19.99% upon 61 days
notice to the Company.
The Offering was made pursuant to the Companys shelf registration statement on Form
S-3 (File No. 333-230723) (the Registration Statement), which was filed with the Securities and Exchange Commission on April 4, 2019 and declared
effective on April 12, 2019, including the prospectus dated April 12, 2019, as supplemented by a prospectus supplement dated July 13, 2020.
In the Underwriting Agreement, the Company makes customary representations, warranties and covenants and also agrees to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities.
The foregoing description of the terms of each of the Underwriting Agreement and Pre-Funded Warrants does not purport
to be complete and is each qualified in its entirety by reference to the Underwriting Agreement and Form of Pre-Funded Warrant, respectively, which are attached as Exhibit 1.1 and Exhibit 4.1 hereto,
respectively, and incorporated by reference herein.
A copy of the legal opinion of Goodwin Procter LLP, relating to the validity of the securities issued
in the Offering, is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
Item 2.02 Results of Operations
In connection with
the Offering, on July 13, 2020, the Company filed a preliminary prospectus supplement to the base prospectus included in the Registration Statement. In the preliminary prospectus supplement, the Company announced that its cash and cash
equivalents is expected to be approximately $80.0 million as of June 30, 2020. This financial data as of June 30, 2020 is preliminary and is based on information available to the Companys management as of the date of this
Current Report on Form 8-K and is subject to completion by management of the Companys financial statements as of and for the quarter ended June 30, 2020. Complete quarterly results will be
announced during the Companys quarterly financial results earnings conference call and included in the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
The information set forth in this Item 2.02 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth
by specific reference in such a filing.