PHARMATHENE, INC. (NYSEMKT:PIP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement |
On January 18, 2017, PharmAthene, Inc., a Delaware corporation
(PharmAthene), entered into an agreement and plan of merger and
reorganization (the Merger Agreement), to which its wholly-owned
subsidiary, Mustang Merger Sub, Inc., will be merged with and
into Altimmune, Inc., a Delaware corporation (Altimmune), with
Altimmune as the surviving subsidiary (Merger 1), and immediately
thereafter, Altimmune will be merged with and into Mustang Merger
Sub LLC, with Mustang Merger Sub LLC as the surviving entity in
such merger (Merger 2, and together with Merger 1, the Mergers).
On March 29, 2017, PharmAthene, Altimmune and the other parties
to the Merger entered into Amendment No. 1 to the Merger
Agreement (the Amendment), to which (i) PharmAthene and Altimmune
agreed that the certificate of incorporation of PharmAthene after
the effective time of the Mergers shall be the certificate of
incorporation of PharmAthene immediately prior to the effective
time of the Mergers and that at that time PharmAthene will file
an amendment to its certificate of incorporation to change its
name to Altimmune, Inc. and (ii) PharmAthene and Altimmune agreed
to amend and restate the Bylaws of PharmAthene immediately after
the effective time of the Mergers to be in the form of Exhibit A
to the Amendment (which amends and restates Exhibit C to the
Merger Agreement).
Other than as expressly modified to the Amendment, the Merger
Agreement, which was previously filed as Exhibit 2.1 to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission by PharmAthene on January 19, 2017, remains in full
force and effect as originally executed on January 18, 2017. The
foregoing description of the Amendment does not purport to be
complete and is subject to, and qualified in its entirety by the
full text of the Amendment, which is filed as Exhibit 2.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| No. | Description | |
| 2.1 |
Amendment No 1. to Agreement and Plan of Merger dated as of March 29, 2017, by and among PharmAthene, Inc., Mustang Merger Sub, Inc., Mustang Merger Sub LLC, Altimmune, Inc. and Shareholder Representative Services LLC, as representative of Altimmune Securityholders |
Important Additional Information about the Proposed
Merger Transaction
In connection with a proposed merger transaction involving
Altimmune, Inc. and PharmAthene, Inc., PharmAthene has filed a
registration statement on Form S-4 (File No. 333-215891) (the
Registration Statement) with the U.S. Securities and Exchange
Commission (the SEC), which contains a preliminary proxy
statement/prospectus/consent solicitation and other relevant
materials, and plans to file with the SEC other documents
regarding the proposed transaction. The information in the
preliminary proxy statement/prospectus/consent solicitation is
not complete and may be changed. The final proxy
statement/prospectus/consent solicitation will be sent to the
stockholders of PharmAthene and Altimmune in connection with the
special meeting of stockholders to be held to vote on matters
relating to the proposed transaction. The final proxy
statement/prospectus/consent solicitation will contain
information about PharmAthene, Altimmune, the proposed merger
transaction, and related matters. STOCKHOLDERS ARE URGED TO READ
THE FINAL PROXY STATEMENT/PROSPECTUS/ CONSENT SOLICITATION
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY, AS THEY
CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER
BEFORE MAKING A DECISION ABOUT THE MERGER TRANSACTION AND RELATED
MATTERS. In addition to receiving the proxy
statement/prospectus/consent solicitation and proxy card by mail,
stockholders will also be able to obtain the proxy
statement/prospectus/consent solicitation, as well as other
filings containing information about PharmAthene, without charge,
from the SECs website (http://www.sec.gov) or, without charge, by
directing a written request to: PharmAthene, Inc., One Park
Place, Suite 450, Annapolis, Maryland 21401, Attention: Investor
Relations.
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities
or the solicitation of any vote or approval in any jurisdiction
in connection with the merger transaction or otherwise, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law.
Participants in Solicitation
PharmAthene and its executive officers and directors may be
deemed to be participants in the solicitation of proxies from
PharmAthenes stockholders with respect to the matters relating to
the proposed merger transaction. Altimmune and its officers and
directors may also be deemed participants in such solicitation.
Information regarding PharmAthenes executive officers and
directors is available in PharmAthenes Annual Report on Form 10-K
filed with the SEC on March 14, 2017. Information regarding any
interest that PharmAthene, Altimmune or any of the executive
officers or directors of PharmAthene or Altimmune may have in the
transaction with Altimmune is set forth in the preliminary proxy
statement/prospectus/ consent solicitation, and will also be set
forth in the final proxy statement/prospectus/consent
solicitation that PharmAthene intends to file with the SEC in
connection with its stockholder vote on matters relating to the
proposed merger transaction. Stockholders can obtain this
information by reading the proxy statement/prospectus/consent
solicitation filed with the SEC.
Forward-Looking Statements
Except for the historical information presented herein, matters
discussed may constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
that are subject to certain risks and uncertainties that could
cause actual results to differ materially from any future
results, performance or achievements expressed or implied by such
statements. Statements that are not historical facts, including
statements preceded by, followed by, or that include the words
will; potential; believe; anticipate; intend; plan; expect;
estimate; could; may; should; or similar statements are
forward-looking statements. Such statements include, but are not
limited to those referring to the potential for growth and the
expected completion and outcome of the merger transaction and the
transactions contemplated by the Merger Agreement and related
agreements. PharmAthene disclaims any intent or obligation to
update these forward-looking statements. Risks and uncertainties
include, among others, failure to obtain necessary stockholder
approval for the proposed merger transaction with Altimmune and
the matters related thereto; failure of either party to meet the
conditions to closing of the transaction; delays in completing
the transaction and the risk that the transaction may not be
completed at all; failure to realize the anticipated benefits
from the transaction or delay in realization thereof; the
businesses of PharmAthene and Altimmune may not be combined
successfully, or such combination may take longer, be more
difficult, time-consuming or costly to accomplish than expected;
operating costs and business disruption during the pendency of
and following the transaction, including adverse effects on
employee retention and on business relationships with third
parties; the combined companys need for and ability to obtain
additional financing; risk associated with the reliability of the
results of the studies relating to human safety and possible
adverse effects resulting from the administration of the combined
companys product candidates; unexpected funding delays and/or
reductions or elimination of U.S. government funding for one or
more of the combined companys development programs; the award of
government contracts to competitors; unforeseen safety issues;
unexpected determinations that these product candidates prove not
to be effective and/or capable of being marketed as products; as
well as risks detailed from time to time in PharmAthenes Form
10-K under the caption Risk Factors and in its other reports
filed with the SEC. Copies of PharmAthenes public disclosure
filings are available from its investor relations department and
its website under the investor relations tab at
http://www.pharmathene.com.
About PHARMATHENE, INC. (NYSEMKT:PIP)
Pharmathene, Inc. (Pharmathene) 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. PHARMATHENE, INC. (NYSEMKT:PIP) Recent Trading Information
PHARMATHENE, INC. (NYSEMKT:PIP) closed its last trading session down -0.030 at 0.790 with 1,014,526 shares trading hands.