ALTIMMUNE, INC. (NASDAQ:ALT) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01
|
Completion of Acquisition or Disposition of Assets. |
The Merger
On May 4, 2017, PharmAthene, Inc. (PharmAthene), now named
Altimmune, Inc. (the Company), completed its business combination
with Altimmune, Inc. (Altimmune), in accordance with the terms of
the Agreement and Plan of Merger and Reorganization, dated as of
January 18, 2017 (as amended on March 29, 2017, the Merger
Agreement), by and among the Company, Mustang Merger Sub Corp I
Inc. (Merger Sub Corp), Mustang Merger Sub II LLC (Merger Sub
LLC) and Altimmune, to which (i) Merger Sub Corp merged with and
into Altimmune, with Altimmune surviving as the surviving
corporation in such merger (Merger 1), and immediately
thereafter, Altimmune merged with and into Merger Sub LLC, with
Merger Sub LLC surviving as the surviving entity in such merger
(Merger 2 and together with Merger 1, each a Merger and
collectively the Mergers).
Also on May 4, 2017, in connection with, and prior to completion
of, the Mergers, the Company effected a 1-for-10 reverse stock
split of its common stock (the Reverse Stock Split) and,
following the Mergers, changed its name to Altimmune, Inc. Unless
otherwise noted herein, all references to share amounts reflect
the Reverse Stock Split. Following the completion of the Mergers,
the business being conducted by the Company became primarily the
business formerly conducted by Altimmune, which was a clinical
stage immunotherapeutics company focused on the development of
products to stimulate robust and durable immune responses for the
prevention and treatment of disease.
Under the terms of the Merger Agreement, the Company issued
shares of its common stock to Altimmunes stockholders, at an
exchange ratio of 0.749106 of a share of common stock (post the
Reverse Stock Split), in exchange for each share of Altimmune
common stock outstanding as of the Effective Time. The Company
also assumed all of the Altimmune stock options and warrants,
with such stock options and warrants henceforth representing the
right to purchase a number of shares of the Companys common stock
equal to 0.749106 multiplied by the number of shares of
Altimmunes common stock previously represented by such stock
options and warrants, as applicable.
Immediately following the Effective Time, there were 15,450,602
shares of the Companys common stock outstanding (post the Reverse
Stock Split). Immediately following the Effective Time, the
former Altimmune stockholders, warrantholders and optionholders
owned 58.2% of the Company, with PharmAthenes stockholders,
warrantholders and optionholders immediately prior to the
Mergers, whose warrants, options and shares of the Companys
common stock remain outstanding after the Mergers, owning 41.8%
of the Company.
The issuance of the shares of the Companys common stock to the
former stockholders of Altimmune was registered with the U.S.
Securities and Exchange Commission (the SEC) on a Registration
Statement on Form S-4 (Reg. No. 333-215891) (the Registration
Statement). The issuance of the shares of the Companys common
stock to holders of stock options issued, or to be issued, under
the Altimmune stock option plans will be registered with the SEC
on a Registration Statement on Form S-8.
The Companys shares of common stock, which were previously listed
on NYSE MKT, LLC and traded through the close of business on May
4, 2017 under the ticker symbol PIP, commenced trading on The
Nasdaq Global Market (Nasdaq), under the ticker symbol ALT on May
5, 2017. The Companys common stock has a new CUSIP number, 02155H
101.
The descriptions of the Mergers and Merger Agreement included
herein are not complete and are subject to and qualified in their
entirety by reference to the Merger Agreement, a copy of which
was attached as Exhibit 2.1 to the Companys Current Report on
Form 8-K filed with the SEC on January 19, 2017, and Amendment
No. 1 to the Merger Agreement, a copy of which was attached as
Exhibit 2.1 to the Companys Current Report on Form 8-K filed with
the SEC on March 29, 2017, each of which is incorporated herein
by reference.
On May 4, 2017, the Company issued a press release announcing the
completion of the Mergers. A copy of the press release is
attached hereto as Exhibit 99.1.
| Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
(d) The information set forth in Item 2.01 regarding the transfer
of the Companys listing from the NYSE MKT to Nasdaq is
incorporated by reference into this Item 3.01.
| Item 3.03 |
Material Modification to Rights of Security Holders. |
As disclosed below under Item 5.07, at the special meeting of the
Companys stockholders held on May 4, 2017, the Companys
stockholders approved an amendment to the Companys restated
certificate of incorporation, as amended (the Restated
Certificate) to effect the Reverse Stock Split (the Split
Amendment).
Additionally, to the approval by the Companys board of directors
(the Board) on May 4, 2017, on May 4, 2017, the Company filed an
additional amendment to the amended and restated certificate of
incorporation to change the Companys name from PharmAthene, Inc.
to Altimmune, Inc. (the Name Change Amendment).
On May 4, 2017, immediately prior to the effective time of the
Mergers, the Company filed the Split Amendment with the Secretary
of State of the State of Delaware and, after the effective time
of the Mergers, the Company filed the Name Change Amendment with
the Secretary of State of the State of Delaware.
In addition, to the terms of the Merger Agreement, at the
Effective Time, the Companys bylaws, as in effect immediately
prior to the Effective Time, were amended and restated in their
entirety (the Amended and Restated Bylaws).
The foregoing descriptions of the Split Amendment and Name Change
Amendment are not complete and are subject to and qualified in
its entirety by reference to the Split Amendment and Name Change
Amendment, copies of which are attached hereto as Exhibit 3.1 and
Exhibit 3.2, respectively, and incorporated herein by reference.
A copy of the Amended and Restated Bylaws is filed as Exhibit 3.3
to this Current Report on Form 8-K, and is incorporated herein by
reference.
| Item 4.01 | Change in Registrants Certifying Accountant. |
Prior to the Mergers described in Item 2.01 above, Ernst Young
LLP served as PharmAthenes independent registered public
accounting firm and BDO USA, LLP served as Altimmunes independent
registered public accounting firm. The Board of Directors of the
Company has not yet engaged or selected an independent registered
public accounting firm subsequent to the completion of the
Mergers. The Company expects that the audit committee of the
Companys Board of Directors will approve the engagement of an
independent registered public accounting firm for the fiscal year
ending December 31, 2017 prior to the end of the second fiscal
quarter.
The report of Ernst Young LLP on PharmAthenes consolidated
financial statements for the years ended December 31, 2016 and
2015 did not contain an adverse opinion or disclaimer of opinion,
nor was it qualified or modified as to uncertainty, audit scope
or accounting principles.
During the years ended December 31, 2016 and 2015, and the
subsequent interim period through May 5, 2017, there were no: (1)
disagreements (as defined in Item 304(a)(1)(iv) of
RegulationS-Kand the related instructions) with Ernst Young LLP
on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which
disagreement if not resolved to the satisfaction of Ernst Young
LLP would have caused Ernst Young LLP to make reference thereto
in its reports on the consolidated financial statements for such
years, or (2) reportable events (as described in Item
304(a)(1)(v) of RegulationS-K).
The Company delivered a copy of this Current Report on Form8-Kto
Ernst Young LLP on May 4, 2017 and requested that it provide a
letter addressed to the SEC stating whether or not Ernst Young
LLP agrees with the statements made in response to this
Item4.01and, if not, stating the respects in which it does not
agree. Ernst Young LLP responded with a letter dated May 5, 2017,
a copy of which is attached hereto as Exhibit 16.1, stating that
Ernst Young LLP agrees with the statements set forth above.
| Item 5.01 | Changes in Control of Registrant. |
The information set forth in Item 2.01 regarding the Mergers and
the information set forth in Item 5.02 regarding the Companys
board of directors is incorporated by reference into this Item
5.01.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Officers
After the effective time of the Mergers, on May 4, 2017, the
Companys Board appointed William Enright as President and Chief
Executive Officer, Elizabeth A. Czerepak as Executive Vice
President of Corporate Development and Chief Financial Officer,
M. Scot Roberts, Ph.D. as Chief Scientific Officer and Sybil
Tasker, M.D., M.P.H. as Senior Vice President of Clinical
Research and Development.
William Enright Chief Executive Officer and President
Mr. Enright currently serves as President and CEO of the Company
and is a member of its Board of Directors. He joined Altimmune as
President and a member of the Board of Directors in June 2008 and
was named CEO shortly thereafter. Mr. Enright brings more than 25
years of experience in a variety of positions within the life
science and biotech industries. Prior to joining Altimmune, Mr.
Enright spent six years with GenVec, Inc. (NASDAQ: GNVC) with
increasing responsibilities culminating in the Head of Business
Development. Mr. Enright was responsible for helping to build
GenVecs vaccine business including generating approximately $140
million of funding for vaccine-related initiatives and moving
four vaccines into clinical development. Prior to GenVec, Mr.
Enright was a self-employed consultant providing business
development and strategic marketing services to academic
institutions and a number of small to mid-size life science
companies. Prior to becoming a consultant, and after spending
several years as a bench scientist at SUNY at Buffalo, Mr.
Enright spent 12 years with Life Technologies, Inc., working in
various licensing, business management, manufacturing and
research roles. Mr. Enright received a Master of Arts in Biology
from SUNY at Buffalo and a Master of Science in Business
Management from Johns Hopkins University.
Elizabeth A. Czerepak Chief Financial Officer and Executive
Vice President of Corporate Development
Ms. Czerepak currently serves as CFO and Executive Vice President
of Corporate Development of the Company. Ms. Czerepak joined
Altimmune in April 2015 as its Chief Financial Officer and
received the additional title of Executive Vice President of
Corporate Development in January 2017. An experienced finance
executive, Ms. Czerepak has led a broad range of initiatives at
public and privately held pharmaceutical and biotechnology
companies. As a venture capital investor and board member of
several portfolio companies at Bear Stearns Health Innoventures
(BSHI), she played a key role in raising hundreds of millions of
dollars in private financings and IPOs, and the successful sale
of two portfolio companies. From April 2014 until April 2015, Ms.
Czerepak served as CFO and Chief Business Officer at Isarna
Therapeutics BV and, earlier, from January 2011 until March 2014,
as CFO and Principal Accounting Officer at Cancer Genetics, Inc.
(NASDAQ: CGIX). Prior to CGIX, from April 2000 until June 2009,
she was a founding general partner at BSHI, and from April 2000
until December 2008, she was a managing director and an NASD
Registered Representative at JP Morgan Inc. and Bear Stearns Co.
Earlier in her career, Ms. Czerepak was Vice President of
Business Development and a member of the U.S. executive board at
BASF Pharma, and held senior-level finance, licensing and
corporate development positions at Hoffmann-La Roche and Merck
Co. Ms. Czerepak has an MBA from Rutgers University and a BA
magna cum laude from Marshall University.
M. Scot Roberts, Ph.D. Chief Scientific Officer
Dr. Roberts currently serves as Chief Scientific Officer of the
Company. Dr. Roberts joined Altimmune in December 2012 and has
nearly 20 years of senior technical leadership experience, most
recently at ImQuest BioSciences, Inc., where as Chief Scientific
Officer from November 2010 until November 2012, he was
responsible for managing scientific operations as well as
business development opportunities in cancer and antivirals. Dr.
Roberts held key positions at Wellstat Biologics Corporation from
August 1996 until October 2010, including Director of Research
and Development where he was responsible for a portfolio of
biologic candidates in oncology including a clinical stage asset.
He also led bioassay development efforts for the company and
assumed leadership roles in upstream process development and
animal pharmacology while at Wellstat. Dr. Roberts has
significant experience in both small molecule and biologics drug
development with a focus on viral vectors and antiviral
therapies. Dr. Roberts completed a post-doctoral fellowship at
the National Cancer Institute, Laboratory of Molecular Virology
and has numerous patents and publications in peer-reviewed
journals, and has been an invited speaker and Chair at numerous
international conferences. Dr. Roberts received his Ph.D. from
the Johns Hopkins School of Medicine, Department of Pharmacology
and Molecular Sciences.
Sybil Tasker, M.D.,M.P.H., FACP, FIDSA Senior Vice President
of Clinical Research and Development
Dr. Tasker serves as Senior Vice President of Clinical Research
and Development of the Company. Dr. Tasker joined Altimmune as
Senior Vice President of Clinical Research and Development in
April 2016, and is an experienced infectious disease clinician
and fellow of the American College of Physicians and the
Infectious Diseases Society of America. Prior to joining
Altimmune, she led development of a therapeutic herpes simplex
vaccine at Genocea Biosciences and had positions of increasing
responsibility in infectious disease product development strategy
at two global CROs. A prior career military officer, she was the
senior U.S. Navy infectious disease physician and technical
advisor to Department of Defense leaders about a wide variety of
infectious disease policy issues, including HIV, tropical
disease, vaccination, infection control, bioterrorism and
pandemic preparedness. She has extensive antimicrobial, vaccine
and infectious disease-related device and diagnostic development
experience across all phases of the clinical development process.
She holds a California medical license and is board certified in
both internal medicine and infectious diseases. Dr. Tasker earned
an A.B. degree in Biochemistry from Princeton University, an M.D.
degree from Columbia University and an M.P.H. degree from Johns
Hopkins University School of Public Health.
Employment Agreement with William Enright
Altimmune entered into an amended and restated employment
agreement with William Enright, the President and Chief Executive
Officer of the Company, that became effective on May 4, 2017, the
date of the closing of the Mergers. The amended agreement has an
initial term that will expire on December 31, 2018. Unless either
the Company or Mr. Enright elect not to renew the agreement, Mr.
Enrights agreement will automatically renew for successive
one-year terms effective January 1, 2019 and each January 1
thereafter.
Under the agreement, Mr. Enright will receive a base salary of
$375,000 and will be eligible to receive an annual discretionary
incentive bonus of up to 50% of his base salary based on
achievement of performance goals established by the compensation
committee of the Companys Board (the Compensation Committee). Mr.
Enright will be eligible to participate in the Companys employee
benefit plans made available to its similarly situated senior
executives. In addition, the Company will pay the premium costs
for a term life insurance policy for Mr. Enright with a benefit
equal to Mr. Enrights base salary and for short- and long-term
disability plans that provide for an annual benefit of at least
60% of Mr. Enrights base salary for as long as the disability
continues. During the term of Mr. Enrights employment, and
subject to applicable securities laws or listing standards, the
Company will use its best efforts to cause Mr. Enright to be
nominated for election as a member of the Companys board of
directors at each annual meeting of stockholders at which Mr.
Enright is up for election.
On May 4, 2017, the effective date of the agreement, the
Compensation Committee granted Mr. Enright an option to purchase
99,927 shares of common stock of the Company at an exercise price
of $6.50 per share (which is equal to the closing price of the
Companys common stock on the NYSE MKT on May 4, 2017, as adjusted
for the Reverse Stock Split). Twenty five percent of the shares
underlying the option are vested on the date of grant and the
remaining 75% of the shares vest and become exercisable in
substantially equal monthly installments over the 36 months
following the date of grant; provided, that if, in the sole
discretion of the Compensation Committee, the Company
successfully completes a public offering then an additional 25%
of the shares underlying the option shall immediately vest and
the remaining 50% of the shares will vest and become exercisable
in substantially equal monthly installments over the 24 months
following the date of grant. The option was granted under the
terms of the Altimmune, Inc. 2017 Omnibus Incentive Plan
(formerly called the PharmAthene, Inc. 2017 Omnibus Incentive
Plan) and is subject to the terms and conditions thereof.
In the event of an employment termination, the Company will pay
Mr. Enright his earned but unpaid base salary through the date of
termination, accrued but unused vacation pay, unreimbursed
business expenses and such employee benefits as may be due to Mr.
Enright under the terms of the applicable benefit plans (the
Accrued Benefits).
If the Company terminates Mr. Enrights employment without cause
or Mr. Enright resigns his employment for good reason, in
addition to the Accrued Benefits, Mr. Enright will be entitled to
receive 12 months of base salary continuation payments, 12 months
of continued coverage under the health insurance plans in which
Mr. Enright participates at the time of the termination and
payment of any unpaid prior years annual bonus. If such
employment termination or resignation occurs within one year
following a change of control, Mr. Enright is entitled to receive
an amount equal to the sum of 18 months of his base salary plus
his target annual discretionary incentive bonus for the year of
termination, 12 months of continued coverage under the health
insurance plans in which Mr. Enright participates at the time of
the termination, payment of any unpaid prior years annual bonus
and, in addition, all of Mr. Enrights outstanding unvested equity
awards will become vested. If any payments, whether under Mr.
Enrights employment agreement or otherwise, would be subject to
the golden parachute excise tax under Section 4999 of the
Internal Revenue Code (the Code), such payments will be reduced
to the extent necessary to avoid the excise tax if doing so would
result in a greater net after tax payment to Mr. Enright. Mr.
Enright is required to execute and not revoke a release of claims
in order to be eligible to receive severance payments or
benefits, other than the Accrued Benefits.
Under the agreement, cause generally means Mr. Enrights (i)
material breach of his fiduciary duties, (ii) material breach of
his employment agreement, (iii) willful failure or refusal to
follow written policies, (iv) conviction of, or plea of guilty or
nolo contendere to, a felony, or (v) continuing and willful
refusal to act as directed by the Companys board of directors.
Under the agreement, good reason generally means (i) a reduction
in Mr. Enrights base salary or target annual bonus opportunity,
(ii) a material diminution in Mr. Enrights authorities, duties or
responsibilities, or (iii) a relocation of Mr. Enrights principal
place of employment more than 50 miles from Gaithersburg,
Maryland.
Mr. Enright will be subject to restrictive covenants during the
term of his employment and for a period of one year following the
termination of his employment. In particular, Mr. Enright will be
prohibited from soliciting the Companys customers, clients and
employees and from engaging in sales, marketing or related
activities on behalf of himself or another entity that directly
competes with the Company and does business in the same
geographical areas in which the Company does business, except
that the post-employment restriction on competition does not
apply if Mr. Enrights employment is terminated for cause.
Employment Agreements with Elizabeth A. Czerepak, M. Scot
Roberts and Sybil Tasker
Altimmune entered into an employment agreement with each of
Elizabeth A. Czerepak, the Chief Financial Officer and Executive
Vice President, Corporate Development, and M. Scot Roberts,
Ph.D., the Chief Scientific Officer, that became effective on
December 7, 2015. In addition, Altimmune entered into an
employment agreement with Sybil Tasker, M.D., the Senior Vice
President of Clinical Research and Development. Upon the closing
of the Mergers, each of these agreements have become agreements
of the Company. Each of these agreements provides for an initial
term that will expire on December 31, 2017. Unless either party
elects not to renew the agreement, the agreement will
automatically renew for successive one-year terms effective
January 1, 2018 and each January 1 thereafter.
The agreements provide each of Ms. Czerepak and Dr. Tasker with
an initial base salary of $290,000 and Dr. Roberts with an
initial base salary of $200,000. Upon the closing of the Mergers,
the base salary amounts for Ms. Czerepak and Dr. Roberts were
increased to $325,000 and $220,000, respectively. In addition,
Ms. Czerepak and Drs. Roberts and Tasker are each eligible to
receive an annual discretionary incentive bonus of up to 30% of
their respective base salaries based on achievement of
performance goals previously established by the compensation
committee of Private Altimmunes board of directors. Ms. Czerepak
and Drs. Roberts and Tasker will be eligible to participate in
the Companys employee benefit plans made available to its
similarly situated senior executives.
If, prior to a change in control, the Company terminates the
employment of Ms. Czerepak or Drs. Roberts or Tasker without
cause or if such executive resigns for good reason, in addition
to the executives Accrued Benefits (to which the executive is
entitled on any termination of employment), the executive will be
entitled to receive severance equal to six months of base salary
continuation payments, six months of continued coverage under the
health insurance plans in which the executive participated at the
time of the termination and payment of any unpaid prior years
annual bonus. If such employment termination or resignation
occurs within the one-year period following a change in control,
the executive would be entitled to receive a severance amount
equal to the sum of 12 months of the executives base salary plus
the executives target annual discretionary incentive bonus for
the year of termination, six months of continued coverage under
the health insurance plans in which the executive participates at
the time of termination, payment of any unpaid prior years annual
bonus and, in addition, all of the executives outstanding
unvested equity awards will become vested. The agreements also
provide that if any payments, whether under the agreements or
otherwise, payable to the executive would be subject to the
golden parachute excise tax under Section 4999 of the Code, such
payments will be reduced to the extent necessary to avoid the
excise tax if doing so would result in a greater net after tax
payment to the executive. The executive is required to execute
and not revoke a release of claims in Altimmunes favor in order
to be eligible to receive the severance payments and benefits.
Under the agreements with Ms. Czerepak and Drs. Roberts and
Tasker, cause generally means the executives (i) material breach
of her or his fiduciary duties to us, (ii) material breach of her
or his agreement, (iii) willful failure or refusal to follow
Altimmunes written policies, (iv) conviction of, or plea of
guilty or nolo contendere to, a felony or (v) continuing and
willful failure to act as directed by Altimmunes board of
directors or its chief executive officer. Under the agreements,
good reason generally means (i) a reduction in the executives
base salary or target annual bonus opportunity, (ii) a material
diminution in authority, duties or responsibilities or (iii) a
relocation of the executives principal place of employment more
than 50 miles from Gaithersburg, Maryland.
Under the agreements, Ms. Czerepak and Drs. Roberts and Tasker
will be subject to restrictive covenants during the term of their
employment and for a period of six months following termination
of employment. In particular, the executives will be prohibited
from soliciting the Companys customers, clients and employees and
from engaging in sales, marketing or related activities on the
executives behalf or another entity that directly competes with
the Company.
Directors
In accordance with the Merger Agreement, on May 4, 2017,
effective immediately prior to the effective time of the Mergers,
each of Eric I. Richman, Steven St. Peter, M.D., and Jeffrey W.
Runge, M.D. resigned from the Companys Board and any respective
committees of the Board on which they served, which resignations
were not the result of any disagreements with the Company
relating to the Companys operations, policies or practices.
In accordance with the Merger Agreement, at the effective time of
the Mergers, on May 4, 2017, the Board and its committees were
reconstituted, with William Enright, David J. Drutz, Philip
Hodges and Klaus Schafer appointed as directors of the Company.
David J. Drutz, M.D. Chairman of the Board
Dr. Drutz, was first elected to Altimmunes board of directors in
January 2010 and has served as Chairman of the board since
October 2011. Dr. Drutz is the President of Pacific Biopharma
Associates, a biopharmaceutical consulting company that he
founded in January 1999. Between 2008 and 2015, he served as
Director (March 2008 December 2015), Chief Executive Officer
(December 2011 June 2014), Executive Chairman (June 2014 December
2015) and Chief Medical Officer (January 2012 December 2015) of
DARA BioSciences (NASDAQ:DARA), an oncology supportive care
company located in Raleigh, NC, which was acquired by Midatech
Pharma in December 2015. Dr. Drutz served previously as Chairman
of Tranzyme, Inc. (NASDAQ:TZYM) from 2000 to 2010, which was
acquired by Ocera Therapeutics (NASDAQ:OCRX); Director of
MethylGene, Inc. (TSX:MYG) from 2000 to 2010, which was acquired
by Mirati Therapeutics (NASDAQ:MRTX); and Director of Gentris
Corporation from 2007 to 2014, which was acquired by Cancer
Genetics (NASDAQ:CGIX). From 1999 to 2008 he was a general
partner with Pacific Rim Ventures, a Tokyo-based international
venture capital firm. He is a former member of the Science and
Industry Advisory Committee (SIAC) of Genome Canada, which
advises Genome Canadas board of directors regarding genomics
investments throughout Canada. Dr. Drutzs management experience
includes tenures as VP Biological Sciences and VP Clinical
Research at Smith Kline French Laboratories, VP Clinical
Development at Daiichi Pharmaceutical Corporation, and CEO of
Inspire Pharmaceuticals (1995 1998) and Sennes Drug Innovations
(1994 1995). Earlier in his career, Dr. Drutz was Professor of
Medicine and Chief of the Division of Infectious Diseases at the
University of Texas Health Science Center, San Antonio, and prior
to that appointment was Assistant Professor of Medicine and Chief
of the Division of Infectious Diseases at the University of
California, San Francisco/San Francisco General Hospital. Dr.
Drutz received his M.D. from the University of Louisville School
of Medicine and postgraduate training in internal medicine and
infectious diseases at Vanderbilt University School of Medicine,
serving subsequently as a research medical officer (infectious
diseases) in the U.S. Navy with the rank of Lieutenant Commander.
He is certified by the American Board of Internal Medicine, a
fellow of the American College of Physicians and the Infectious
Diseases Society of America, a member of the American Society of
Clinical Oncology and the American Society for Clinical
Investigation, and the author of more than 200 peer-reviewed
articles, book chapters and abstracts for presentation. Dr. Drutz
brings significant experience in biotechnology investment and as
a physician to Altimmunes board of directors.
Philip L. Hodges
Mr. Hodges was first elected to Altimmunes board of directors in
September 2003. He is Managing Partner of Redmont Capital, a
private equity firm located in Birmingham, Alabama, which he
joined at its inception in 1997. Redmont Capital is a co-founder
of Altimmune. Mr. Hodges investment strategy is focused on
high-growth small businesses within the health care, life science
and technology sectors. He currently serves as a director for
several of the firms portfolio companies. Mr. Hodges holds a
Bachelor of Science in Business Administration from the Brock
School of Business at Samford University. Mr. Hodges brings
significant experience as a life science investor and co-founder
to the Companys board of directors.
Brigadier General (ret.) Klaus O. Schafer, M.D., MPH
Brigadier General (ret.), Klaus Schafer, M.D., MPH, has over 30
years of leadership experience, having held senior positions in
government and industry. He was first elected to Altimmunes board
of directors in July 2012. As the Deputy Assistant to the
Secretary of Defense for chemical and biological defense, a
position he held from April 2004 through June 2005, he oversaw
the management of the Department of Defenses $1.0 billion program
for vaccine, therapeutics, medical device and sensor development.
He retired from the Air Force as the Assistant Surgeon General
with extensive experience managing all aspects of large
integrated health care delivery systems. Prior private sector
experience includes VP of business development for Compressus
Inc., a telemedicine start-up, former CEO and cofounder of
TessArae LLC, a start-up biotech genetic testing company. He is
currently Chief Medical Officer and VP, business development,
Health for CACI International, a publicly traded Fortune 1000
company. Dr. Schafer brings significant experience as a physician
and biotechnology investor, in government and as a board member
and advisor in the health care biodefense industry to the
Companys board of directors.
In connection with the expansion of the Board, the Board has
effected certain changes to the composition of various Board
committees. Effective May 4, 2017, the composition of each of the
Boards standing committees is as follows:
| Audit Committee | Compensation Committee | Nominating Corporate Governance Committee |
| Mitchel B. Sayare (Chairman) | David J. Drutz (Chairman) | Philip L. Hodges (Chairman) |
| Klaus O. Schafer | Derace D. Schaffer | David J. Drutz |
| Philip L. Hodges | Philip L. Hodges | Mitchel B. Sayare |
Adoption of Altimmune, Inc. 2017 Omnibus Incentive Plan
On May 4, 2017, the Company adopted the Altimmune, Inc. 2017
Omnibus Incentive Plan (the Plan) which became effective upon the
receipt of stockholder approval. A complete copy of the Plan is
filed herewith as Exhibit 10.1 and incorporated into this Item
5.02 by reference.
Approval of New Forms of Stock Option Agreements
On May 4, 2017, the Compensation Committee, to the Plan, approved
two forms of stock option agreements for use under the Plan. The
first form of stock option agreement, a copy of which is attached
hereto as Exhibit 10.2 and incorporated by reference herein, is
for use in connection with grants of incentive stock options to
eligible participants under the Plan. The second form of stock
option agreement, a copy of which is attached hereto as Exhibit
10.3 and incorporated by reference herein, is for use in
connection with grants of non-qualified stock options to eligible
participants under the Plan.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information contained in Item 2.01 and Item 3.03 of this
Current Report on Form 8-K is incorporated by reference herein.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On May 4, 2017, the Company held a special meeting of
stockholders (the Special Meeting) to consider five proposals
related to the Mergers. Each of the Companys proposals was
approved by the requisite vote of the Companys stockholders as
described below.
At the close of business on March 22, 2017, the record date for
the Special Meeting, the Company had 68,815,195 shares of common
stock issued and outstanding (this and the other share numbers in
this Item 5.07 do not give effect to the Reverse Stock Split).
The holders of a total of 38,491,979 shares of common stock were
represented at the Special Meeting by proxy, representing
approximately 55.9% of the Companys issued and outstanding common
stock as of the record date, which total constituted a quorum for
the Special Meeting in accordance with the Companys bylaws.
The affirmative vote of the holders of a majority of the
PharmAthene common stock outstanding, entitled to vote on the
proposal and present in person or represented by proxy, was
required for the approval of PharmAthene Proposals 1, 2, 4 and 5.
The affirmative vote of the holders of a majority of the
PharmAthene common stock outstanding and entitled to vote on the
proposal was required for the approval of PharmAthene Proposal
No. 3. The final voting results for each of these proposals is
set forth below. Brokers did not have discretionary authority to
vote for Proposal Nos. 1, 2, 3 and 4 for the shares of the
Companys common stock held in street name, and as a result, no
broker non-votes were received for any of these proposals. For
more information on these proposals, please refer to the Companys
proxy statement/prospectus/consent solicitation included in the
Registration Statement.
The final voting results for each of these proposals is set forth
below. Brokers did not have discretionary authority to vote for
Proposal Nos. 1, 2, 3 and 4 for the shares of the Companys common
stock held in street name, and as a result, no broker non-votes
were received for any of these proposals.
Proposal 1 – To approve the issuance of PharmAthene common stock
to the Merger Agreement:
| For | Against | Abstain | |
| 37,216,161 | 998,319 | 277,499 |
Proposal 2 – To approve the Merger Agreement:
| For | Against | Abstain | |
| 37,430,963 | 839,933 | 221,083 |
Proposal 3 – To approve an amendment of PharmAthenes Certificate
of Incorporation to effect a reverse stock split prior to the
effective time of the Mergers at a ratio of not less than
1-for-10 and not more than 1-for-75:
| For | Against | Abstain | |
| 35,980,290 | 2,173,328 | 338,361 |
Proposal 4 – To consider and vote upon a proposal to approve the
2017 Omnibus Incentive Plan:
| For | Against | Abstain | |
| 23,667,677 | 14,079,594 | 744,708 |
Proposal 5. To adjourn the Special Meeting, if necessary, to
solicit additional proxies if there are not sufficient votes in
favor of Proposal Nos. 1, 2, 3 and 4:
| For | Against | Abstain | |
| 26,767,863 | 10,461,234 | 1,262,882 |
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired. |
The Company intends to file the financial statements of Altimmune
required by Item 9.01(a) as part of an amendment to this Current
Report on Form 8-K not later than 71 calendar days after the date
this Current Report on Form 8-K is required to be filed.
| (b) | Pro Forma Financial Information |
The Company intends to file the pro forma financial information
required by Item 9.01(b) as part of an amendment to this Current
Report on Form 8-K not later than 71 calendar days after the date
this Current Report on Form 8-K is required to be filed.
| (d) | Exhibits. |
| No. | Description | |
| 3.1 |
Certificate of Amendment (Reverse Stock Split) to the Restated Certificate of Incorporation of the Company, dated May 4, 2017 |
|
| 3.2 |
Certificate of Amendment (Name Change) to the Restated Certificate of Incorporation of the Company, dated May 4, 2017 |
|
| 3.3 | Amended and Restated Bylaws of Altimmune, Inc. | |
| 10.1 | Altimmune, Inc. 2017 Omnibus Incentive Plan | |
| 10.2 |
Form of Incentive Stock Option Agreement under the Altimmune, Inc. 2017 Omnibus Incentive Plan |
|
| 10.3 |
Form of Non-Qualified Stock Option Agreement under the Altimmune, Inc. 2017 Omnibus Incentive Plan |
|
| 16.1 | Letter dated May 5, 2017 from Ernst Young LLP to the SEC | |
| 99.1 | Press release issued by Altimmune, Inc. on May 4, 2017 |
About ALTIMMUNE, INC. (NASDAQ:ALT)
Altimmune, Inc., formerly Pharmathene, Inc., is a biodefense company. The Company is focused on the development of medical counter measures against biological and chemical threats. The Company is involved in the development of two next generation anthrax vaccines. The Company’s anthrax vaccines use recombinant protective antigen (rPA) manufacturing processes. The Company’s product portfolio includes recombinant butyrylcholinesterase (rBChE) bioscavenger, which is used in prevention and treatment of nerve agent poisoning. The Company has developed a recombinant form of human butyrylcholinesterase for pre- and post-exposure therapy to patients with nerve agent attacks. Its rBChE bioscavenger acts with mechanism, which includes reversal of the acute toxicity associated with organophosphate poisoning agents used in chemical warfare (cholinergic crisis). Its development program also includes Valortim for monoclonal human antibody treatment. ALTIMMUNE, INC. (NASDAQ:ALT) Recent Trading Information
ALTIMMUNE, INC. (NASDAQ:ALT) closed its last trading session down -0.96 at 6.95 with 151,472 shares trading hands.