What changed in this filing

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Item 9A. Controls and Procedures

2024-03-27 compared with 2023-02-28 · 209 added, 320 removed, 546 unchanged (49% of the section changed)

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Other Information

Insider Trading Arrangements

On December 19, 2023 , Dr.

Vipin Garg , our President and Chief Executive Officer entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan provides for the sale of up to 80,000 shares of our common stock acquired pursuant to vesting of restricted awards granted to Dr.

Garg’s plan will commence on the later of March 19, 2024 or two business days following the filing of our financial results on Form 10-K, and expires on March 19, 2025 .

Other than the trading arrangement disclosed above, none of our officers or directors adopted , modified or terminated a "Rule 10b5-1 trading arrangement " or "non-Rule 10b5-1 trading arrangement" as defined in Item 408 of Regulation S-K.

We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by us, directors, officers and employees.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Our Bylaws provide that the number of Directors constituting the entire Board shall be not less than one nor more than nine as determined by resolution of the Board.

Our Board currently has eight Directors, each of whom was elected at the Company’s 2022 annual meeting of stockholders.

The names and ages of our directors as of February 28, 2023 are set forth below:

Our Board currently has nine Directors, each of whom was elected at the Company’s 2023 annual meeting of stockholders.

The names and ages of our directors as of March 27, 2024 are set forth below:

President, Chief Executive Officer, and Director

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Schafer, M.D., MPH

Catherine Sohn, Pharm D

currently serves as our President and Chief Executive Officer and is a member of the Board of Directors.

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(since acquired by Aytu BioPharma, Inc.

AYTU)), where he built a NASDAQ-listed commercial-stage biopharmaceutical company, launching three branded therapeutic products including Adzenys XR-ODT TM and Cotempla XR-ODT TM , the first ever extended release, orally dissolving tablet medications for the treatment of ADHD.

Prior to Neos, he served as president and Chief Executive Officer of Tranzyme, Inc.

until its acquisition by Ocera Therapeutics, Inc.

(subsequently becoming a subsidiary of Mallinckrodt Pharmaceuticals (NYSEAmerican:

MNK)) where he progressed a discovery-stage, emerging biotech company to a Nasdaq-listed clinical-stage, drug development company.

Prior to Neos, he served as president and Chief Executive Officer of Tranzyme Pharma where he progressed a discovery-stage, emerging biotech company to a Nasdaq-listed clinical-stage, drug development company.

Prior to joining Tranzyme, Dr.

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Sayare served as the Chairman of the Board of public company ImmunoGen, Inc.

(Nasdaq:IMGN) (a position he had held since 1989).

IMGN) (a position he had held since 1989).

In addition, he served as ImmunoGen’s Chief Executive Officer from 1986 to December 31, 2009, and as its President from 1986 to 1992, and from 1994 to July 2008.

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in biochemistry from Temple University School of Medicine.

Sayare is a director of Boston IVF, Inc.

and Advanced Aesthetic Technologies, Inc., both privately-held companies.

Sayare is chairman of the board of AutoIVF, Inc.

and of MassPay Holdings, Inc., and is a director of Energesis, Inc.

and Advanced Aesthetic Technologies, Inc., all privately-held companies.

We believe that Dr.

Sayare’s substantial experience as a board member and executive officer of biotechnology companies makes him well qualified to serve as a member of our Board of Directors.

has served as a member of our Board of Directors since May 2017, when he was appointed to the Board in connection with the completion of the merger with PharmAthene, Inc.

Drutz was first elected to pre-

merger Altimmune’s Board of Directors in January 2010 and was elected Board Chairman in October 2011.

has served as a member of our Board of Directors since May 2017, when he was appointed to the Board in connection with the completion of the Merger.

Drutz was first elected to Private Altimmune’s Board

of Directors in January 2010 and was elected Board Chairman in October 2011.

Drutz is the President of Pacific Biopharma Associates, LLC, a biopharmaceutical consulting company that he founded in 1999.

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DARA), an oncology supportive care company which was acquired by Midatech Pharma plc, including Director, Chief Executive Officer, Executive Chairman and Chief Medical Officer.

He also previously served as Chairman of Tranzyme, Inc.

(Nasdaq:TZYM) from 2000 to 2010;

and Director of MethylGene (TSX:MYG) from 2000 to 2010 and Gentris Corporation from 2007 to 2014.

He also previously served as Chairman of Tranzyme Pharma (Nasdaq:

TZYM) from 2000 to 2010;

and Director of MethylGene (TSX:

MYG) from 2000 to 2010 and Gentris Corporation from 2007 to 2014.

From 1999 to 2008 he was a general partner with Pacific Rim Ventures, a Tokyo-based venture capital firm.

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Gill has served as a member of our Board of Directors since August 2004.

Gill served as President and Chief Executive Officer of PharmAthene, Inc.

from March 2015 until the completion of the merger with Altimmune in May 2017.

Gill served as PharmAthene’s President and Chief Executive Officer from March 2015 until the completion of the Merger in May 2017.

From 2003 to 2013, Mr.

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Gill’s executive and board experience in the pharmaceutical industry and his substantial financial knowledge and expertise make him well qualified to serve as a member of our Board of Directors.

Hodges has served as a member of our Board of Directors since May 2017, when he was appointed to the Board in connection with the completion of the merger with PharmAthene, Inc., and was first elected to pre-merger Altimmune’s board of directors in September 2003.

Hodges has served as a member of our Board of Directors since May 2017, when he was appointed to the Board in connection with the completion of the Merger, and was first elected to Private Altimmune’s board of directors in September 2003.

Hodges 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 pre-merger Altimmune.

Redmont Capital is a co-founder of Private Altimmune.

Hodges’ investment strategy is focused on high-growth small businesses within the health care, life science and technology sectors.

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Wayne Pisano has served as a member of our Board of Directors since August 2018.

Pisano also serves on the board of directors of Provention Bio, Inc.

PRVB), a biopharmaceutical company, since April 2018;

and Oncolytics Biotech Inc.

Pisano also has served on the board of directors of Oncolytics Biotech Inc.

ONCY), a biotechnology company, since May 2013.

Pisano served on the board of directors of IMV INC.

IMV) a bio pharmaceutical company from October 2011 until March 2021.

Pisano served on the board of directors of Provention Bio, Inc.

PRVB), a biopharmaceutical company, from April 2018 until April 2023 when it was acquired by Sanofi, and IMV INC.

IMV) a biopharmaceutical company from October 2011 until March 2021.

Pisano served as president and Chief Executive Officer of VaxInnate Corporation, a biotechnology company, from January 2012 until November 2016.

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has served as a member of our Board of Directors since May 2020.

Jorkasky also has been serving on the board of APIE Therapeutics, a private biopharmaceutical company, since January 2021.

Jorkasky has served as a Science and Advisory Board Member and a Board Member of Alzheon, Inc., a private biopharmaceutical company, since 2016 and also served on the board of directors of Q Therapeutics, Inc.

Jorkasky currently serves as a member of the board of directors of Alzheon, Inc., a private biopharmaceutical company, since 2016.

She also served on the board of directors of Q Therapeutics, Inc.

from September 2013 until August 2016.

From June 2014 to August 2019, she served as Executive Vice President, Chief Medical Officer and Head of Development at Complexa Inc., a clinical stated biopharmaceutical company.

From June 2014 to August 2019, she served as Executive Vice President, Chief Medical Officer and Head of Development at Complexa Inc., a clinical stage biopharmaceutical company.

Jorkasky received her M.D.

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She is a member of the Connecticut Academy of Science and Technology.

Jorkasky is on the faculties of University of California, San Francisco, and Uniformed Service of Health Sciences Medical Schools, with

previous faculty appointments at Yale University and the University of Pennsylvania Schools of Medicine.

Jorkasky is on the faculties of University of California, San Francisco, and Uniformed Service of Health Sciences Medical Schools, with previous faculty appointments at Yale University and the University of Pennsylvania Schools of Medicine.

We believe Dr.

Jorkasky’s executive and board experience in the pharmaceutical industry and as a physician make her well qualified to serve as a member of our Board of Directors.

Brigadier General (ret.), Klaus O.

Schafer, M.D., MPH has served as a member of our Board of Directors since May 2017, upon completion of the merger with PharmAthene, Inc.

Schafer was first elected to pre-merger Altimmune’s Board of Directors in 2012.

Jorkasky’s executive and board

experience in the pharmaceutical industry and as a physician make her well qualified to serve as a member of our Board of Directors.

Schafer, M.D., MPH has served as a member of our Board of Directors since May 2017, upon completion of the Merger.

Schafer was first elected to Private Altimmune’s Board of Directors in 2012.

Schafer has over 35 years of healthcare leadership experience, having held senior positions in government and industry.

As former, Acting Deputy Assistant to the Secretary of Defense for chemical and biological defense, he oversaw the Department’s $1.0 billion program for vaccine, therapeutics, medical device and sensor development against biological threats and was instrumental in advancing research in human immune response.

He retired from the U.S.

Air Force in the role of Assistant Surgeon General for medical readiness, science and technology.

He has managed all aspects of large integrated health care delivery systems, from clinical care, managing clinics and hospitals, and oversaw large S&T portfolios, including clinical trials.

He was CEO and co-founder of TessArae LLC, a biotech medical sequencing device company.

Most recently he held the position of Chief Medical Officer and client executive for health at CACI International.

As former, Acting Deputy Assistant to the Secretary of Defense for chemical and biological defense, he oversaw the Department’s $1.0 billion program for vaccine, therapeutics, medical device and sensor development and was instrumental in advancing research into human immune response.

As former U.S.

Air Force Assistant Surgeon General, he managed all aspects of large integrated health care delivery systems, from clinical care, administration of clinics and hospitals, and oversaw large S&T portfolios, including clinical trials.

Former CEO and co-founder of TessArae LLC, a biotech medical sequencing device company.

Former Chief Medical Officer and client executive for health at CACI International.

He has been an independent consultant since 2002 serving a number of biotech and health-related company advisory boards and Tadpole Ventures, a private venture capital firm.

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Eisenhower School of National Security and Resource Strategy.

Schafer recently became CERT certified in Cybersecurity Oversight from the Carnegie Mellon University Software Engineering Institute.

Schafer is CERT certified in Cybersecurity Oversight from the Carnegie Mellon University Software Engineering Institute.

We believe Dr.

Schafer’s broad experience base relevant to Altimmune’s core technology and experience in cybersecurity makes him well qualified to serve as a member of our Board of Directors.

Schafer’s broad experience across multiple aspects of the healthcare, pharmaceutical development industries and government makes him well qualified to serve as a member of our Board of Directors.

Catherine Sohn, Pharm D.

has served as a member of our Board of Directors since March 2023.

Sohn also serves on the board of directors of Jazz Pharmaceuticals plc (Nasdaq:

JAZZ), a commercial-stage biopharmaceutical company, since July 2012 and Maze Therapeutics, a private clinical-stage biopharmaceutical company, since January 2021.

Sohn was formerly senior vice president of worldwide business development, and a member of the global executive committee at GlaxoSmithKline’s Consumer Healthcare division, where she led U.S.

and global transactions and prior to that was Vice President of Strategic Product Development at SmithKline Beecham Pharmaceuticals.

Since retiring from GlaxoSmithKline, Dr.

Sohn has advised CEOs and boards of private life science companies on strategy, strategic product development, partnering, mergers and acquisitions, commercialization of new medicines and vaccines and culture, in her role as President of Sohn Health Strategies.

Sohn received her Doctor of Pharmacy degree from the University of California, San Francisco, a Corporate Directors Certificate from Harvard Business School, a Certificate of Professional Development from Wharton, a Certificate from UC Berkeley Law for environmental, social and corporate governance, has attended Stanford Directors College and is a Certified Licensing Professional Emeritus.

Sohn is also an Adjunct Professor at the University of California, San Francisco.

We believe that Dr.

Sohn’s extensive experience in the biopharmaceutical industry and as a pharmacist make her well qualified to serve as a member of our Board of Directors.

Executive Officers

The names and ages of our executive officers as of February 28, 2023 are set forth below:

The names and ages of our executive officers as of March 27, 2024 are set forth below:

President, Chief Executive Officer, and Director

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Chief Medical Officer

Chief Business Officer (effective 1/1/2023)

Chief Business Officer

is our President, Chief Executive Officer and a Director.

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Prior to Neos, Mr.

Eisenstadt served as Chief Financial Officer at Arborgen, Inc., a privately-held agriculture biotech company, and prior to that, Chief Financial Officer at Tranzyme, Inc.

(since acquired by Ocera Therapeutics, Inc and now a subsidiary of Mallinckrodt Pharmaceuticals (NYSEAmerican:

MNK)), where he was instrumental in its initial public offering, negotiating several licensing agreements, and financing the company through late-stage clinical development.

Eisenstadt served as Chief Financial Officer at Arborgen,

Inc., a privately-held agriculture biotechnology company, and prior to that, Chief Financial Officer at Tranzyme, Inc.

TZYM), where he was instrumental in its initial public offering, negotiating several licensing agreements, and financing the company through late-stage clinical development.

Eisenstadt received an M.B.A.

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He is an inventor on twelve patent and patent application families, and author of numerous publications in peer-reviewed journals.

Roberts has been an invited

speaker at international conferences where he chaired a variety of scientific sessions.

Roberts received an M.S.

in Chemistry from Illinois State University and a Ph.D.

Roberts has been an invited speaker at international conferences where he chaired a variety of scientific sessions.

Roberts received an M.S.in Chemistry from Illinois State University and a Ph.D.

from the Johns Hopkins School of Medicine, Department of Pharmacology and Molecular Sciences.

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Previously, he was co-founder and chief medical officer of Lyric Pharmaceuticals, helping raise a $21 million Series A round in 2014.

He has also served as chief medical officer of Avaxia Biologics, interim chief medical officer of Tranzyme, Inc.

and chief medical officer of Ocera Therapeutics.

He has also served as chief medical officer of Avaxia Biologics, interim chief medical officer of Tranzyme Pharma, and chief medical officer of Ocera Therapeutics.

Harris was also chief medical officer and vice president of Clinical Affairs at Napo Pharmaceuticals where he authored the pivotal clinical study that led to the approval of crofelemer (Mytesi ® ), the first Phase 2/3 adaptive trial design resulting in a drug approval.

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Raymond M Jordt, M.B.A.

has served as Chief Business Officer of the Company since January 2023.

currently serves as Chief Business Officer of the Company, which he joined in January 2023.

Jordt is an accomplished executive with over twenty-five years of experience in the pharmaceutical industry.

Prior to joining Altimmune, he spent nearly two decades in various corporate and business development roles, most recently as Head of Transactions at Eli Lilly and Company.

During his tenure at Lilly, he led acquisitions, in/out-licensing, divestitures, collaborations, options and equity investments with biotech and pharma at all stages of development.

Prior to joining Altimmune, he spent nearly two decades in various corporate and business development roles, including most recently as Head of Transactions at Eli Lilly and Company from August 2020 through December 2022, and prior to that as Senior Director, Corporate and Business Development from 2016 through July 2020.

During his tenure at Lilly, he led acquisitions, in/out-licensing, divestitures, collaborations, options and equity investments with biotech and pharmaceutical companies at all stages of development.

He has worked across multiple therapeutic areas, including obesity, diabetes, CNS, immunology, dermatology and pain.

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Stockholders may recommend candidates for the Nominating and Corporate Governance Committee’s consideration by submitting such recommendations directly to the Nominating and Corporate Governance Committee as described below under Communicating with our Board members .

However, just because a recommended individual meets the minimum qualification standards does not imply that the Nominating and Corporate Governance Committee will necessarily nominate the person so recommended by a stockholder.

However, just because a recommended individual meets

the minimum qualification standards does not imply that the Nominating and Corporate Governance Committee will necessarily nominate the person so recommended by a stockholder.

The Nominating and Corporate Governance Committee may also engage outside search firms to assist in identifying or evaluating potential nominees.

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The Nominating and Corporate Governance Committee currently consists of Messrs.

Pisano (Chair) and Gill and Dr.

Pisano (Chair) and Gill and Drs.

Drutz and Sohn.

The Board has determined that each member of the Nominating and Corporate Governance Committee is an independent director in accordance with NASDAQ listing standards.

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During the fiscal year ended December 31, 2023, the Board held 10 meetings and the Board Committees held a total of 8 meetings.

Each director attended 75% or more of the total number of meetings of the Board and the Board Committees of which he was a member during the period he served as a director in fiscal year 2022.

Each director attended 75% or more of the total number of meetings of the Board and the Board Committees of which he or she was a member during the period he or she served as a director in fiscal year 2023.

The Company has no specific policy regarding director attendance at our annual meeting of stockholders.

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The Company’s management is responsible for defining the various risks facing the Company, formulating risk management policies and procedures, and managing the Company’s risk exposures on a day-to-day basis.

The Board’s responsibility is to monitor the Company’s risk management processes by informing itself of the Company’s material risks and evaluating whether management has reasonable controls in place to address the material risks.

The Board’s responsibility is to monitor the Company’s risk management processes by informing itself of the Company’s material risks

and evaluating whether management has reasonable controls in place to address the material risks.

The Board is not responsible, however, for defining or managing the Company’s various risks.

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Furthermore, the Audit Committee reports on the matters discussed at the committee level to the full Board.

The Audit Committee and the full Board focus on the material risks facing the Company, including strategic, operational, legal and regulatory risks, to assess whether management has reasonable controls in place to address these risks.

The Audit Committee and the full Board focus on the material risks facing the Company, including strategic, operational (including cybersecurity), legal and regulatory risks, to assess whether management has reasonable controls in place to address these risks.

In addition, the Compensation Committee is charged with reviewing and discussing with management whether the Company’s compensation arrangements are consistent with effective controls and sound risk management.

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A copy of our code of conduct can be found on our website, http://www.altimmune.com.

We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K and under the applicable the NASDAQ Global Select Market rules by posting such information on our website in accordance with such requirements.

We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K and under the applicable NASDAQ Global Market rules by posting such information on our website in accordance with such requirements.

You may also obtain a copy of these documents by writing to Altimmune, Inc., 910 Clopper Road, Suite 201S, Gaithersburg, Maryland 20878, Attention:

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The Corporate Secretary will receive the correspondence and forward it to the Chairman of the Board, or to any individual director or directors to whom the communication is directed, as appropriate.

Notwithstanding the above, the General Counsel has the authority to discard or disregard any communication that is unduly hostile, threatening, illegal or otherwise inappropriate or to take any other appropriate actions with respect to such communications.

In addition, any person, whether or not an employee, who has a concern regarding the conduct of the Company or our employees, including with respect to our accounting, internal accounting controls or auditing issues, may, in a confidential or anonymous manner, communicate that concern in writing by addressing a letter to the Chairman of the Audit Committee, c/o Corporate Secretary, at our corporate headquarters address, which is 910 Clopper Road, Suite 201S, Gaithersburg, Maryland 20878.

Notwithstanding the above, the Corporate Secretary has the authority to discard or disregard any communication that is unduly hostile, threatening, illegal or otherwise inappropriate or to take any other appropriate actions with respect to such communications.

In addition, any person, whether or not an employee, who has a concern regarding the conduct of the Company or our employees, including with respect to our accounting, internal accounting controls or auditing issues, may, in a confidential or anonymous manner, communicate that concern in writing by addressing a letter to the Chairman of the Audit Committee, c/o Corporate Secretary, at the address of our corporate headquarters address, which is 910 Clopper Road, Suite 201S, Gaithersburg, Maryland 20878.

Section 16(a) beneficial ownership reporting compliance and Delinquent Section 16(a) Reports

The members of our Board of Directors, our executive officers and persons who hold more than 10% of our outstanding Common Stock are subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended, which requires them to file reports with respect to their ownership of our Common Stock and their transactions in such Common Stock.

Based solely upon a review of the copies of Section 16(a) reports that the Company has received from such persons for transactions in our Common Stock and their Common Stock holdings for the 2022 fiscal year, the Company believes that all reporting requirements under Section 16(a) for such fiscal year were met in a timely manner by its directors, executive officers and beneficial owners of more than 10% of its Common Stock.

Report of the Audit Committee of the Board of Directors

Our Audit Committee has reviewed and discussed our audited financial statements for the fiscal year ended December 31, 2022 with our management.

Our Audit Committee has discussed with our independent registered public accounting firm the matters required to be discussed by Auditing Standard No.

1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”).

Our Audit Committee has also received the written disclosures and the letter from our independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with our Audit Committee concerning independence, and has discussed with our independent registered public accounting firm the

accounting firm’s independence.

Based on the foregoing, our Audit Committee has recommended to our Board that our audited financial statements be included in this Annual Report.

Submitted by the Audit Committee of the

Board of Directors:

Hodges (Chair)

Schafer, M.D., MPH

Based solely upon a review of the copies of Section 16(a) reports that the Company has received from such persons for transactions in our Common Stock and their Common Stock holdings for the 2023

fiscal year, the Company believes that all reporting requirements under Section 16(a) for such fiscal year were met in a timely manner by its directors, executive officers and beneficial owners of more than 10% of its Common Stock, except that Mr.

Gill was not timely in filing one Form 4 during the fiscal year ended December 31, 2023.

Executive Compensation

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Garg, Ph.D., our Chief Executive Officer;

● Richard Eisenstadt, MBA, our Chief Financial Officer;

Scot Roberts, Ph.D., our Chief Scientific Officer;

Scott Harris, M.D., our Chief Medical Officer;

Jordt, our Chief Business Officer

Elements of Compensation

The compensation arrangement for each Named Executive Officer is intended to encourage performance and to align the Named Executive Officers’ interests with those of our stockholders.

In setting compensation for our Named Executive Officers, the Compensation Committee and the Board takes into account the relative amount of compensation that is delivered on a current and long-term basis and in the form of cash and equity.

In setting compensation for our Named Executive Officers, the Compensation Committee and the Board take into account the relative amount of compensation that is delivered on a current and long-term basis and in the form of cash and equity.

The combination of performance measures for annual bonuses and the equity compensation programs for executive officers, as well as the multi-year vesting schedules for equity awards encourage employees to maintain both a short-term and a long-term view with respect to Company performance.

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Annual Performance-Based Bonus

The Named Executive Officers are entitled to receive annual performance-based cash bonuses, the amount of which is based on satisfaction of corporate and personal objectives that are established by the Board of Directors or the

Compensation Committee.

The Named Executive Officers are entitled to receive annual performance-based cash bonuses, the amount of which is based on satisfaction of corporate objectives that are established by the Board of Directors and/or the Compensation Committee.

The annual bonuses are intended to encourage the Named Executive Officers to promote the growth of the Company’s business.

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● Advance candidate pipeline through generation of human clinical data and CMC development (60% weighting);

● Form strategic relationships, including with contract manufacturers and CROs, to further advance candidate pipeline and maximize program value (20% weighting);

● Complete strategic assessment of Company assets and define strategic goals (15% weighting);

● Strategic partnerships to maximize program value and further advance pipeline (15% weighting);

● Manage operations to maximize resources and minimize risk (10% weighting).

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Below expectations achievement of an objective results in payment between 0-80% of the weighting, meets expectations achievement of an objective results in payment between 80-120% of the weighting and exceeds expectations results in payment between 120-150% of the weighting.

In January 2023, our Board of Directors, upon the recommendation of the Compensation Committee, completed its assessment of management’s achievement of these corporate objectives for 2022, and concluded that for these core corporate objectives, the management team met expectations and determined achievement at 100% of the target annual performance-based cash bonuses for our Named Executive Officers.

This level was determined based upon, among other things, successful financing of our clinical programs, advancing one Phase 2 metabolic development program (obesity) and generating data to support developing a second Phase 2 metabolic development program (NASH) and advancing our strategic relationships.

In January 2024, our Board of Directors, upon the recommendation of the Compensation Committee, completed its assessment of management’s achievement of these corporate objectives for 2023, and concluded that these core corporate objectives were achieved by the management team and determined achievement at approximately 100% of the target annual performance-based cash bonuses for our Named Executive Officers.

This level was determined based upon, among other things, successful financing of our clinical programs, positive 48-week weight loss data from the obesity trial and initiating a second Phase 2 metabolic development program for metabolic dysfunction-associated steatohepatitis (“MASH”).

Equity Awards

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Awards under the 2017 Plan are intended to align the interests of the Named Executive Officers with those of our stockholders and to create a link between executive pay and the long-term performance of our Common Stock.

During the year ended December 31, 2022, we granted Drs.

Garg, Roberts and Harris stock options and restricted stock units (“RSUs”), as described in more detail in the Outstanding Equity Awards at Fiscal Year-End table below.

During the year ended December 31, 2023, we granted our Named Executive Officers stock options and restricted stock units (“RSUs”), as described in more detail in the Outstanding Equity Awards at Fiscal Year-End table below.

Employee Benefits

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All participants’ interests in their deferrals are 100% vested when contributed.

The 401(k) Plan permits Altimmune to make matching contributions

and profit sharing contributions to eligible participants.

The 401(k) Plan permits Altimmune to make matching contributions and profit sharing contributions to eligible participants.

Altimmune matches contributions 100% on the first 4% of contributions made by participants.

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Chief Executive Officer

Richard Eisenstadt, M.B.A.

Chief Financial Officer

Scot Roberts, Ph.D.

Chief Scientific Officer

Scott Harris, M.D.

Chief Medical Officer

Chief Business Officer

(1) Amounts in this column reflect the aggregate grant date fair value of stock awards and/or stock options granted during the covered year computed in accordance with the provisions of FASB ASC Topic 718.

The assumptions used to calculate the amounts for fiscal years 2023 and 2022 are discussed in Item 8, Financial Statements and Supplementary Data.

(2) All other compensations are consisted of the following:

(2) All other compensation consisted of the following:

Name and Principal Position

Chief Executive Officer

Richard Eisenstadt, M.B.A.(3)

Chief Financial Officer

Scot Roberts, Ph.D.

Chief Scientific Officer

Scott Harris, M.D.

Chief Medical Officer

Eisenstadt commenced employment as our Chief Financial Officer on December 31, 2021.

Chief Business Officer

Narrative to Summary Compensation Table

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We have entered into employment agreements with each of Dr.

Eisenstadt, Dr.

Roberts and Dr.

Harris and Mr.

The material terms of such agreements are summarized below.

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Garg’s employment, and subject to applicable securities laws or listing standards, the Company will use its best efforts to cause Dr.

Garg to be nominated for election as a member of the Company’s board of directors at each annual meeting of stockholders at which Dr.

Garg to be nominated

for election as a member of the Company’s board of directors at each annual meeting of stockholders at which Dr.

Garg is up for election.

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Garg will be prohibited from soliciting the Company’s 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.

Employment Agreement with Richard Eisenstadt, M.B.A.

On December 10, 2021, the Company entered into an employment agreement with Richard I.

Eisenstadt, the Chief Financial Officer.

The agreement provided that Mr.

Eisenstadt would be employed so long as mutually agreeable to Mr.

Eisenstadt and the Company.

The agreement provided Mr.

Eisenstadt with an initial base salary of $425,000.

In addition, Mr.

Eisenstadt was paid a signing bonus of $120,000, and is eligible to receive an annual discretionary incentive bonus of up to 40% of base salary based as determined by the Compensation Committee.

In addition, Mr.

Eisenstadt would be granted incentive stock options to purchase 150,000 shares of the Company’s common stock and 50,000 RSUs.

Eisenstadt is eligible to participate in the Company’s employee benefit plans made available to its similarly situated senior executives.

In addition, during the term of Mr.

Eisenstadt’s employment, so long as Mr.

Eisenstadt’s primary residence is located within 50 miles of his current residence in Keller, Texas, the Company will reimburse Mr.

Eisenstadt an amount not to exceed $25,000 during any 12-month period to cover Mr.

Eisenstadt’s commuting expenses, which amount will be grossed up for taxes.

If, prior to a “change in control” (as defined in the employment agreement), the Company terminates the employment of Mr.

Eisenstadt without “cause” or if he resigns for “good reason” (as defined below), in addition to accrued benefits (to which he is entitled on any termination of employment), Mr.

Eisenstadt will be entitled to receive severance equal to 12 months of base salary continuation payments, 12 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 year’s annual bonus.

If such employment termination or resignation occurs within the one-year period following a change in control, he would be entitled to receive a severance amount equal to the sum of 12 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 he participates at the time of termination, payment of any unpaid prior year’s annual bonus and, all of his outstanding unvested equity awards will become vested.

The agreement also provides that if any payments, whether under the agreement or otherwise, payable to him 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 him.

Eisenstadt is required to execute and not revoke a release of claims in Altimmune’s favor in order to be eligible to receive the severance payments and benefits.

Under the agreement with Mr.

Eisenstadt, “cause” generally means his (i) material breach of his fiduciary duties, (ii) material breach of the agreement, (iii) willful failure or refusal to follow Altimmune’s 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 Altimmune’s board of directors or its chief executive officer.

Under the agreement, “good reason” generally means (i) a reduction in Mr.

Eisenstadt’s base salary or target annual bonus opportunity, (ii) a material diminution in authority, duties or responsibilities or (iii) a relocation of his principal place of employment more than 50 miles from Keller, Texas.

Under the agreement, Mr.

Eisenstadt is subject to restrictive covenants during the term of his employment and for a period of six months following termination of employment.

In particular, he is prohibited from soliciting the Company’s customers, clients and employees and from engaging in sales, marketing or related activities on the executive’s behalf or another entity that directly competes with the Company.

Employment Agreement with M.

Scot Roberts, Ph.D.

On December 7, 2015, the Company entered into an employment agreement with M.

Scot Roberts, M.D., the Chief Scientific Officer.

The agreement provided that Dr.

Roberts would be employed so long as mutually agreeable to Dr.

Roberts and the Company.

The agreement provided Dr.

Roberts with an initial base salary of $220,000.

In addition, Dr.

Roberts is eligible to receive an annual discretionary incentive bonus, initially set at up to 30% of base salary based as determined by the Compensation Committee.

Roberts is eligible to participate in the Company’s employee benefit plans made available to its similarly situated senior executives.

If, prior to a “change in control” (as defined in the employment agreement), the Company terminates the employment of Dr.

Roberts without “cause” or if he resigns for “good reason” (as defined below), in addition to accrued benefits (to which he is entitled on any termination of employment), Dr.

Roberts 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 year’s annual bonus.

he participates at the time of termination, payment of any unpaid prior year’s annual bonus and, all of his outstanding unvested equity awards will become vested.

Roberts is required to execute and not revoke a release of claims in Altimmune’s favor in order to be eligible to receive the severance payments and benefits.

Under the agreement with Dr.

Roberts, “cause” generally means his (i) material breach of his fiduciary duties, (ii) material breach of the agreement, (iii) willful failure or refusal to follow Altimmune’s 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 Altimmune’s board of directors or its chief executive officer.

Under the agreement, “good reason” generally means (i) a reduction in the Dr.

Roberts’ base salary or target annual bonus opportunity, (ii) a material diminution in authority, duties or responsibilities or (iii) a relocation of his principal place of employment more than 50 miles from Gaithersburg, Maryland.

Under the agreement, Dr.

Roberts is subject to restrictive covenants during the term of his employment and for a period of six months following termination of employment.

Employment Agreement with M.

Scott Harris, M.D.

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In addition, Dr.

Harris is eligible to receive an annual discretionary incentive bonus, initially set at up to 30% of base salary based as determined by the Compensation Committee.

Harris is eligible to receive an annual discretionary incentive bonus of up to 40% of base salary based as determined by the Compensation Committee.

In addition, Dr.

Harris would be granted incentive stock options to purchase 107,000 shares of the Company’s common stock, Dr.

Harris would be granted incentive stock options to purchase 107,000 shares of the Company’s common stock, and Dr.

Harris is eligible to participate in the Company’s employee benefit plans made available to its similarly situated senior executives.

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Harris 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 year’s annual bonus.

If such employment termination or resignation occurs within the one-year period following a change in control, he would be entitled to receive a severance amount equal to the sum of 12 months of his base salary plus his target annual discretionary incentive bonus for the year of termination, six months of continued coverage under the health insurance plans in which he participates at the time of termination, payment of any unpaid prior year’s annual bonus and, all of his outstanding unvested equity awards will become vested.

If such employment termination or resignation occurs within the one-year period following a change in control, he would be

entitled to receive a severance amount equal to the sum of 12 months of his base salary plus his target annual discretionary incentive bonus for the year of termination, six months of continued coverage under the health insurance plans in which he participates at the time of termination, payment of any unpaid prior year’s annual bonus and, all of his outstanding unvested equity awards will become vested.

Harris is required to execute and not revoke a release of claims in Altimmune’s favor in order to be eligible to receive the severance payments and benefits.

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Harris is subject to restrictive covenants during the term of his employment and for a period of six months following termination of employment.

In particular, he is prohibited from soliciting the Company’s

customers, clients and employees and from engaging in sales, marketing or related activities on the executive’s behalf or another entity that directly competes with the Company.

Employment Agreement with Raymond M.

On January 1, 2023, the Company entered into an employment agreement with Raymond M.

Jordt, the Chief Business Officer.

The agreement provided that Mr.

Jordt would be employed so long as mutually agreeable to Mr.

Jordt and the Company.

The agreement provided Mr.

Jordt with an initial base salary of $405,000.

In addition, Mr.

Jordt was paid a signing bonus of $85,000, and is eligible to receive an annual discretionary incentive bonus of up to 40% of base salary based as determined by the Compensation Committee.

In addition, Mr.

Jordt would be granted incentive stock options to purchase 125,000 shares of the Company’s common stock and 37,500 RSUs.

Jordt is eligible to participate in the Company’s employee benefit plans made available to its similarly situated senior executives.

If, prior to a “change in control” (as defined in the employment agreement), the Company terminates the employment of Mr.

Jordt without “cause” or if he resigns for “good reason” (as defined below), in addition to accrued benefits (to which he is entitled on any termination of employment), Mr.

Jordt will be entitled to receive severance equal to 12 months of base salary continuation payments, 12 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 year’s annual bonus.

Jordt is required to execute and not revoke a release of claims in Altimmune’s favor in order to be eligible to receive the severance payments and benefits.

Under the agreement with Mr.

Jordt, “cause” generally means his (i) material breach of his fiduciary duties, (ii) material breach of the agreement, (iii) willful failure or refusal to follow Altimmune’s 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 Altimmune’s board of directors or its chief executive officer.

Under the agreement, “good reason” generally means (i) a reduction in Mr.

Jordt’s base salary or target annual bonus opportunity, (ii) a material diminution in authority, duties or responsibilities or (iii) a relocation of his principal place of employment more than 50 miles from Fishers, Indiana.

Under the agreement, Mr.

Jordt is subject to restrictive covenants during the term of his employment and for a period of six months following termination of employment.

Outstanding Equity Awards at 2023 Fiscal Year-End

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Not Vested ($)(12)

Richard Eisenstadt, M.B.A.

Scot Roberts, Ph.D.

Scott Harris, M.D.

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(2) On January 2, 2020, Dr.

Roberts and Dr.

Harris were granted an option to purchase 149,500 and 61,400, respectively, shares of Common Stock of the Company at an exercise price of $1.92 per share.

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(3) On February 1, 2021, Dr.

Roberts and Dr.

Harris were granted an option to purchase 241,500 and 90,000, respectively, shares of Common Stock of the Company at an exercise price of $16.71 per share.

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(4) On February 1, 2021, Dr.

Roberts and Dr.

Harris were granted 66,181 and 24,664 RSUs, respectively.

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(5) On February 2, 2022, Dr.

Roberts and Dr.

Harris were granted an option to purchase 223,000 and 91,600, respectively, shares of Common Stock of the Company at an exercise price of $7.53 per share.

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(6) On February 2, 2022, Dr.

Roberts and Dr.

Harris were granted 75,800 and 31,100 RSUs, respectively.

The RSUs vest equally over a four-year period commencing on February 2, 2023.

(7) On December 31, 2021, Mr.

Eisenstadt was granted an option to purchase 150,000 shares of Common Stock of the Company at an exercise price of $9.16 per share.

(7) On January 30, 2023, Dr.

Harris were granted an option to purchase 302,900 and 105,000, respectively, shares of Common Stock of the Company at an exercise price of $12.88 per share.

25% of the option vests and becomes exercisable on the first anniversary of the grant date and the aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on January 30, 2024.

(8) On December 31, 2021, Mr.

Eisenstadt was granted 50,000 RSUs.

The RSUs vest equally over a four-year period commencing on December 31, 2022.

(9) These options were acquired pursuant to the Merger Agreement on May 4, 2017.

These options are fully vested.

(10) This option was granted on September 22, 2017, and 25% became vested and exercisable on the first anniversary of the grant date.

The aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on September 22, 2018.

This option was fully vested.

(11) This option was granted on May 21, 2018, and 25% became vested and exercisable on March 1, 2019.

The aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on April 1, 2019.

(12) This option was granted on January 2, 2019, and 25% became vested and exercisable on the first anniversary of the grant date.

The aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on January 2, 2020.

(13) This option was granted on March 26, 2019, and 25% became vested and exercisable on the first anniversary of the grant date.

The aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on March 26, 2020.

(8) On January 30, 2023, Dr.

Harris were granted 107,100 and 37,100 RSUs, respectively.

The RSUs vest equally over a four-year period commencing on January 30, 2024.

(9) This option was granted on September 9, 2019, and 25% became vested and exercisable on the first anniversary of the grant date.

The aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on September 9, 2020.

(10) On January 3, 2023, Mr.

Jordt was granted an option to purchase 125,000 shares of Common Stock of the Company at an exercise price of $15.63 per share.

(11) On January 3, 2023, Mr.

Jordt was granted 37,500 RSUs.

The RSUs vest equally over a four-year period commencing on January 1, 2024.

(12) Represents the fair market value of the shares underlying unvested RSUs as of December 31, 2023, based upon the closing price of our Common Stock on December 29, 2023 (the last trading day of fiscal year 2023) of $11.25.

Director Compensation

In September 2022, the Company’s Board approved updates to our existing non-employee director compensation policy, which were effective as of January 1, 2023.

Accordingly, the Board increased the cash compensation for Audit Committee Member from $7,500 in 2022 to $9,000 in 2023 and Compensation Committee Chairperson from $12,000 in 2022 to $15,000 in 2023.

Under the program, non-employee directors that qualify under the program receive the cash compensation set forth below, and an additional annual payment of an option to purchase a number of shares of the Company’s Common Stock equal to 62 ½ percentile of the Company’s peer group based on percentage ownership (the “Annual Director Option Grant Amount”), which will be granted immediately following the date of the of each annual meeting of stockholders.

In September 2022, the Company’s Board approved an update to the then-existing non-employee director compensation policy effective as of January 1, 2023.

Accordingly, the Board increased the cash compensation for Audit Committee Members from $7,500 in 2022 to $9,000 in 2023 and for the Compensation Committee Chairperson from $12,000 in 2022 to $15,000 in 2023.

Any such option will vest in substantially equal monthly installments for 11 months after the date of grant, with the remaining one-twelfth vesting on the earlier of the one-year anniversary of the date of the grant or the date of the next annual meeting of the Company’s stockholders.

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Nominating and Corporate Governance Committee Member

The table below sets forth the compensation received by each of the individuals who served as a non-employee director during the fiscal year ended December 31, 2022.

Incentive Plan

The table below sets forth the compensation received by each of our non-employee directors for the fiscal year ended December 31, 2023.

Mitchel Sayare, Ph.D.

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Schafer, M.D., MPH (8)

Catherine Sohn, Pharm D (9)

(1) Amounts reflect the aggregate grant date fair value of stock options granted during the covered year computed in accordance with the provisions of FASB ASC Topic 718.

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Schafer held unexercised options to purchase an aggregate of 119,867 shares of the Common Stock of the Company.

(9) As of December 31, 2023, Dr.

Sohn held unexercised options to purchase an aggregate of 73,100 shares of the Common Stock of the Company.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stock as of February 24, 2023 by (i) each person or group of persons known by us to beneficially own more than five percent of our Common Stock, (ii) each of our named executive officers, (iii) each of our directors and nominees for director and (iv) all of our directors and executive officers as a group.

The following table gives effect to the shares of Common Stock issuable within 60 days of February 24, 2023 upon the exercise of all options and other rights beneficially owned by the indicated stockholders on that date.

The following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stock as of March 22, 2024 by (i) each person or group of persons known by us to beneficially own more than five percent of our Common Stock, (ii) each of our named executive officers, (iii) each of our directors and nominees for director and (iv) all of our directors and executive officers as a group.

The following table gives effect to the shares of Common Stock issuable within 60 days of March 22, 2024 upon the exercise of all options and other rights beneficially owned by the indicated stockholders on that date.

Beneficial ownership is determined in accordance with Rule 13d-3 promulgated under Section 13 of the Securities Exchange Act of 1934, as amended, and includes voting and investment power with respect to shares.

Percentage of beneficial ownership is based on 49,278,861 shares of Common Stock outstanding at the close of business on February 24, 2023.

Percentage of beneficial ownership is based on 70,895,286 shares of Common Stock outstanding at the close of business on March 22, 2024.

Except as otherwise noted below, each person or entity named in the following table has sole voting and investment power with respect to all shares of our Common Stock that he, she or it beneficially owns.

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5% or Greater Stockholders:

State Street Corporation (1)

Avidity Partners Management LP (2)

Janus Henderson Group PLC (3)

TIAA-CREF Investment Management LLC (4)

Tang Capital Partners, LP (5)

Cormorant Global Healthcare Master Fund, LP (6)

Ameriprise Financial, Inc.

BlackRock, Inc.

The Vanguard Group (3)

Directors and Named Executive Officers:

Richard Eisenstadt (9)

Scot Roberts (10)

Scott Harris (5)

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Jorkasky, M.D.

Catherine Sohn, Pharm D (14)

All Executive Officers and Directors as a Group (13 persons) (15)

Represents beneficial ownership of less than one percent of Altimmune’s outstanding Common Stock.

(1) This information is based solely on information reported on a Schedule 13G/A filed with the SEC on January 10, 2023 on behalf of State Street Corporation and SSGA Fund Management, Inc., a subsidiary of State Street Corporation.

According to the report, State Street Corporation has shared voting power with respect to 5,906,988 shares of Common Stock of the Company and shared dispositive power with respect to 5,914,588 shares of the Common Stock of the Company, and SSGA Fund Management has shared voting and dispositive power with respect to 5,734,424 shares of Common Stock of the Company.

The principal business address of State Street Corporation is One Lincoln Street, Boston, MA 02111.

(2) This information is based solely on information reported on a Schedule 13G/A filed with the SEC on February 14, 2023 on behalf of Avidity Partners Management LP., Avidity Partners Management (GP) LLC, the general partner of

Avidity Partners Management LP, Avidity Capital Partners Fund (GP) LP, the general partner of Avidity Master Fund LP, Avidity Capital Partners (GP) LLC, the general partner of Avidity Capital Partners Fund (GP) LP, Avidity Master Fund LP, David Witzke, for himself and as the Managing Member of Avidity Partners Management (GP) LLC and Avidity Capital Partners (GP) LLC, and Michael Gregory, for himself and as the Managing Member of Avidity Partners Management (GP) LLC and Avidity Capital Partners (GP) LLC (collectively, “Avidity”).

According to the report, Avidity has shared voting and dispositive power with respect to 3,990,000 shares of the Common Stock of the Company.

The principal business address of Avidity is 2828 N Harwood Street, Suite 1220, Dallas, TX 75201.

(3) This information is based solely on information reported on a Schedule 13G filed with the SEC on February 13, 2023 on behalf of Janus Henderson Group plc.

According to the report, Janus Henderson Group PLC has shared voting and dispositive power with respect to 3,833,579 shares of the Common Stock of the Company.

Janus Henderson Group PLC has a 100% ownership stake in Janus Henderson Investors U.S.

LLC (“JHIUS”), Janus Henderson Investors UK Limited, and Janus Henderson Investors Australia Institutional Funds Management Limited, (each an “Asset Manager’ and collectively as the “Asset Managers”).

Due to the above ownership structure, holdings for the Asset Managers are aggregated for purposes of this filing.

Each Asset Manager is an investment adviser registered or authorized in its relevant jurisdiction and each furnishing investment advice to various fund, individual and/or institutional clients (collectively referred to herein as “Managed Portfolios”).

As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, JHIUS may be deemed to be the beneficial owner of 3,821,679 shares or 7.8% of the shares of Common Stock of the Company held by such Managed Portfolios.

However, JHIUS does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights.

The principal business address of Janus Henderson Group PLC is 201 Bishopsgate EC2M 3AE, United Kingdom.

(4) This information is based solely on information reported on a Schedule 13G/A filed with the SEC on February 14, 2023 on behalf of TIAA-CREF Investment Management, LLC and Teachers Advisors, LLC.

According to the report, TIAA-CREF Investment Management, LLC has sole voting and dispositive power with respect to 3,265,963 shares of the Common Stock of the Company.

TIAA-CREF Investment Management, LLC is the investment adviser to the College Retirement Equities Fund (“CREF”), a registered investment company, and may be deemed to be a beneficial owner of 3,265,963 shares of Common Stock of the Company owned by CREF.

Teachers Advisors, LLC (“TAL”) is the investment adviser to three registered investment companies, TIAA-CREF Funds (“Funds”), TIAA-CREF Life Funds (“Life Funds”), and TIAA Separate Account VA-1 (“VA-1”), as well as one or more separately managed accounts of Advisors (collectively, the “Separate Accounts”), and may be deemed to be a beneficial owner of 0 shares of Common Stock of the Company owned separately by Funds, Life Funds, VA-1, and/or the Separate Accounts.

The principal business address of TIAA-CREF Investment Management, LLC is 730 Third Avenue New York, NY 10017-3206.

(5) This information is based solely on information reported on a Schedule 13G/A filed with the SEC on February 14, 2023 on behalf of Tang Capital Partners, L.P., Tang Capital Management, LLC, the general partner of Tang Capital Partners, L.P., and Kevin Tang, the manager of Tang Capital Management, LLC (collectively, “Tang”).

According to the report, Tang has shared voting and dispositive power with respect to 2,700,450 shares of Common Stock of the Company.

The principal business address of Tang is 4747 Executive Drive, Suite 210, San Diego, CA 92121.

(6) This information is based solely on information reported on a Schedule 13G/A filed with the SEC on February 14, 2023 on behalf of Cormorant Global Healthcare Master Fund, LP, Cormorant Global Healthcare GP, LLC, the general partner of Cormorant Global Healthcare Master Fund, LP, Cormorant Asset Management, LP, the investment manager to Cormorant Global Healthcare Master Fund, LP, and Bihua Chen, the managing member of Cormorant Global Healthcare GP, LLC and the general partner of Cormorant Asset Management, LP (collectively, “Cormorant”).

According to the report, Cormorant has shared voting and dispositive power with respect to 2,600,000 shares of the Common Stock of the Company.

The principal business address of Cormorant is 200 Clarendon Street, 52nd Floor Boston, MA 02116.

(7) This information is based solely on information reported on a Schedule 13G filed with the SEC on February 9, 2023 on behalf of The Vanguard Group - 23-1945930.

(1) This information is based solely on information reported on a Schedule 13G filed with the SEC on February 14, 2024 on behalf of Ameriprise Financial, Inc., TAM UK International Holdings Limited, Threadneedle Holdings Limited, TAM UK Holdings Limited, Threadneedle Asset Management Holdings Limited, TC Financing Ltd, Threadneedle Asset Management Limited and Threadneedle Investment Services Limited, collectively (“Ameriprise Entities”).

Ameriprise Financial, Inc., as the parent company of the other Ameriprise Entities, may be deemed to beneficially own the shares reported herein by other Ameriprise Entities.

Each of the Ameriprise Entities disclaims beneficial ownership of any shares reported on this Schedule 13G filing.

According to the report, Ameriprise Financial, Inc.

has shared voting power with respect to 4,183,439 shares of Common Stock of the Company and shared dispositive power with respect to 4,183,682 shares of the Common Stock of the Company.

The principal business address of Ameriprise Financial, Inc is 145 Ameriprise Financial Center.

Minneapolis, MN 55474.

(2) This information is based solely on information reported on a Schedule 13G filed with the SEC on January 26, 2024 on behalf of BlackRock, Inc.

According to the report, BlackRock has sole voting power with respect to 3,976,066 shares of the Common Stock of the Company and sole dispositive power with respect to 4,044,707 shares of the

Common Stock of the Company.

The principal business address of BlackRock is 50 Hudson Yards, New York, NY 10001.

(3) This information is based solely on information reported on a Schedule 13G/A filed with the SEC on February 13, 2024 on behalf of The Vanguard Group - 23-1945930.

According to the report, The Vanguard Group - 23-1945930 has shared voting power with respect to 24,114 shares of Common Stock of the Company, sole dispositive power with respect to 3,529,736 shares of Common Stock of the Company, and shared dispositive power with respect to 42,236 shares of Common Stock of the Company.

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Malvern, PA 19355.

(8) Consists of 249,129 shares of Common Stock, and 640,229 shares of Common Stock which can be acquired upon exercise of outstanding options or vesting of restricted stock within 60 days of February 24, 2023.

(9) Consists of 12,010 shares of Common Stock, and 46,875 shares of Common Stock which can be acquired upon exercise of outstanding options or vesting of restricted stock within 60 days of February 24, 2023.

(10) Consists of 19,856 shares of Common Stock, 15 shares of Common stock owned by his spouse and 127,078 shares of Common Stock which can be acquired upon exercise of outstanding options or vesting of restricted stock within 60 days of February 24, 2023.

(11) Consists of 23,311 shares of Common Stock and 191,208 shares of Common Stock which can be acquired upon exercise of outstanding options or vesting of restricted stock within 60 days of February 24, 2023.

(12) Consists of 26,363 shares of Common Stock and 93,184 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2023.

(4) Consists of 292,028 shares of Common Stock, and 888,720 shares of Common Stock which can be acquired upon exercise of outstanding options or vesting of restricted stock within 60 days of March 22, 2024.

(5) Consists of 53,633 shares of Common Stock and 295,863 shares of Common Stock which can be acquired upon exercise of outstanding options or vesting of restricted stock within 60 days of March 22, 2024.

(6) Consists of 13,743 shares of Common Stock and 41,666 shares of Common Stock that can be acquired upon the exercise of outstanding options or vesting of restricted stock within 60 days of March 22, 2024.

(7) Consists of 26,363 shares of Common Stock and 120,159 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of March 22, 2024

(8) Consists of 29,785 shares of Common Stock held by Pacific Biopharma Associates, LLC, of which Mr.

Drutz is the President and 82,156 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2023.

(14) Consists of 2,771 shares of Common Stock, 2,714 shares of Common stock owned by his son who lives with Mr.

Gill and 82,017 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2023.

Drutz is the President and 108,992 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of March 22, 2024.

(9) Consists of 2,771 shares of Common Stock and 108,992 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of March 22, 2024.

(10) Consists of 8,731 shares of Common Stock, 17,848 shares of Common Stock held by Paradigm Venture Partners, L.P., of which Mr.

Hodges is deemed to be the beneficial owner of these securities and 82,017 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2023.

(16) Consists of 9,179 shares of Common Stock and 82,077 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2023.

(17) Consists of 8,498 shares of Common Stock and 61,350 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2023.

(18) Consists of 66,629 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2023.

(19) Includes 400,909 shares of Common Stock held by the Company’s current directors and executive officers and 1,554,820 shares of Common Stock that can be acquired by the Company’s current directors and executive officers upon the exercise of outstanding options or vesting of restricted stock within 60 days of February 24, 2023.

Hodges is deemed to be the beneficial owner of these securities and 108,992 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of March 22, 2024.

(11) Consists of 9,179 shares of Common Stock and 108,992 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of March 22, 2024.

(12) Consists of 8,498 shares of Common Stock and 88,325 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of March 22, 2024.

(13) Consists of 94,715 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of March 22, 2024.

(14) Consists of 32,197 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of March 22, 2024.

(15) Includes 550,266 shares of Common Stock held by the Company’s current directors and executive officers and 2,338,214 shares of Common Stock that can be acquired by the Company’s current directors and executive officers upon the exercise of outstanding options or vesting of restricted stock within 60 days of March 22, 2024.

Equity Compensation Plan Information

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Review and approval of related party transactions

Our related parties include our directors, director nominees, executive officers, holders of more than five percent of the outstanding shares of our Common Stock the foregoing persons’ immediate family members.

Our related parties include our directors, executive officers, holders of more than five percent of the outstanding shares of our Common Stock and the foregoing persons’ immediate family members.

We review relationships and transactions in which the Company and our related parties are participants to determine whether such related persons have a direct or indirect material interest.

As required under SEC rules, transactions since January 1, 2022

that are determined to be directly or indirectly material to a related party are disclosed in this Proxy Statement.

Our Related Party Transaction Policy requires our Audit Committee to review any related party transactions in which the amount involved will, or may be, expected to exceed $50,000.

Additionally, as required under SEC rules, transactions since January 1, 2023 that are determined to be directly or indirectly material to a related party are disclosed below.

In addition, the Audit Committee reviews and approves any related party transaction that is required to be disclosed.

Since January 1, 2022, there have been no related party transactions.

Except as described below and other than Board or employment relationships and compensation resulting from those employment relationships, no director, executive officer, holder or more than five percent of the outstanding shares of our Common Stock or immediate family member of any of the foregoing, was a party to any transaction or series of transactions since January 1, 2023, or is to be a party to any currently proposed transaction or series of proposed transactions, in which (i) the Company (including any of its subsidiaries) was, is, or will be a participant, (ii) the amount involved will, or may be, expected to exceed $50,000 for any related party group within the combined periods required to be presented in the financial statements, and (iii) any related party had, has, or will have a direct or indirect interest other than solely as a result of being a director of another entity.

On August 24, 2023, we entered into a Master Services Agreement and on August 28, 2023, a Statement of Work with Inizio Evoke Communications (“Inizio Evoke”) (formerly a/k/a Evoke Canale, Inc.

(“Evoke”)), pursuant to which Inizio Evoke will provide to the Company twelve months of communications planning, which includes strategy planning and account management, media relations and data communications, and social media services.

We agreed to pay Inizio Evoke approximately $175,000 per year.

Sohn’s daughter, Jennifer Gallo, is an Executive Vice President at Evoke Kyne, a division of Inizio Evoke which may be involved in the services provided.

During the year ended December 31, 2023, we paid $55,000 to Inizio Evoke.

Indemnification agreements

7 unchanged sentences

Pre-Approval Policies

The Audit Committee, or a designated member thereof, pre-approves 100% of all audit, audit-related, tax and other services rendered by the independent registered public accounting firm to the Company or its subsidiaries.

The Audit Committee, or a designated member thereof, pre-approves all audit, audit-related, tax and other services rendered by the independent registered public accounting firm to the Company or its subsidiaries.

Immediately following the completion of each fiscal year, the Company’s independent registered public accounting firm shall submit to the Audit Committee (and the Audit Committee shall request from the independent registered public accounting firm), as soon as possible, a formal written statement describing:

21 unchanged sentences

Certificate of Designations of the Series B Convertible Preferred Stock, dated August 21, 2017 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on August 21, 2017)

Form of Warrant in connection with Loan and Security Agreement, dated March 30, 2012 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on April 3, 2012)

Form of Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on August 17, 2017)

Form of Exchange Note (incorporated by reference to Exhibit A to Exhibit 10.1 to the Registrant’s Form 8-K filed on June 25, 2018)

Form of Exchange Note (incorporated by reference to Exhibit A to Exhibit 10.2 to the Registrant’s Form 8-K filed on June 25, 2018)

Form of Underwriter’s Warrant (incorporated by reference to Exhibit 4.5 to Amendment No.

2 to the Registrant’s Registration Statement on Form S-1 filed on September 26, 2018)

Form of Pre-funded Warrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Post-Effective Amendment on Form S-1 filed on September 28, 2018)

Form of Warrant (incorporated by reference to Exhibit 4.4 to the Registrant’s Post-Effective Amendment on Form S-1 filed on September 28, 2018)

Form of Pre-funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on October 9, 2018)

Form of Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed on October 9, 2018)

Form of Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed on March 11, 2019)

Description of Registrant’s Securities

13 unchanged sentences

Altimmune, Inc.

Non-Employee Director Compensation Policy

Second Restated License Agreement, effective as of October 4, 2005, between Crucell Holland B.V.

and Vaxin Inc.

(incorporated by reference to Exhibit 10.10 to the Registrant’s Form 10-Q filed on August 14, 2017)

Amendment No.

1 to Second Restated License Agreement, effective as of September 25, 2015, between Crucell Holland B.V.

and Altimmune, Inc.

(incorporated by reference to Exhibit 10.11 to the Registrant’s Form 10-Q filed on August 14, 2017)

Amendment No.

2 to Second Restated License Agreement, effective as of September 20, 2016, between Janssen Vaccines & Prevention B.V.