What changed in this filing

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Item 1. Financial Statements

2024-08-08 compared with 2024-05-09 · 101 added, 51 removed, 234 unchanged (39% of the section changed)

24 unchanged sentences

200,000,000 shares authorized;

70,899,134 and 70,677,400 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

71,046,267 and 70,677,400 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

8 unchanged sentences

Three Months Ended

Six Months Ended

Operating expenses:

26 unchanged sentences

Balance at March 31, 2024

Stock-based compensation

Exercise of stock options

Vesting of restricted stock awards including withholding, net

Unrealized (loss) gain on short-term investments

Balance at June 30, 2024

The accompanying notes are an integral part of the unaudited consolidated financial statements.

11 unchanged sentences

Balance at March 31, 2023

Stock-based compensation

Vesting of restricted stock awards including withholding, net

Issuance of common stock in at-the-market offerings, net

Unrealized (loss) gain on short-term investments

Balance at June 30, 2023

The accompanying notes are an integral part of the unaudited consolidated financial statements.

2 unchanged sentences

(In thousands)

Three Months Ended

Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

19 unchanged sentences

Proceeds from exercises of warrants

Proceeds from issuance of common stock in at-the-market offerings, net

Payment of conditional economic incentive

Proceeds from issuance of common stock from Employee Stock Purchase Plan

6 unchanged sentences

SUPPLEMENTAL NON-CASH ACTIVITIES:

Deferred offering costs in accrued expenses and other current liabilities

Operating lease liability and right-of-use asset addition

The accompanying notes are an integral part of the unaudited consolidated financial statements.

20 unchanged sentences

Summary of Significant Accounting Policies

During the three months ended March 31, 2024, there have been no significant changes to the Company’s summary of significant accounting policies contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on March 27, 2024.

During the six months ended June 30, 2024, there have been no significant changes to the Company’s summary of significant accounting policies contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 27, 2024.

Use of Estimates

1 unchanged sentence

GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to, the valuation of share-based awards, income taxes, and accruals for research and development activities.

Significant estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to,

the valuation of share-based awards, income taxes, and accruals for research and development activities.

The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable.

However, actual results could differ from those estimates.

Due to a full valuation allowance, the Company did not record an income tax expense (benefit) for either of the three months ended March 31, 2024 or 2023.

Due to a full valuation allowance, the Company did no t record an income tax expense (benefit) for either of the three and six months ended June 30, 2024 or 2023.

The Company calculates its quarterly income tax provision based on estimated, annual effective tax rates applied to ordinary income (or loss) and other known items computed and recognized as they occur.

1 unchanged sentence

Fair Value Measurements

The Company’s assets measured at fair value on a recurring basis as of March 31, 2024 consisted of the following (in thousands):

Fair Value Measurement at March 31, 2024

The Company’s assets measured at fair value on a recurring basis as of June 30, 2024 consisted of the following (in thousands):

Fair Value Measurement at June 30, 2024

Cash equivalents - money market funds

6 unchanged sentences

The pricing services utilize industry standard valuation models, including both income and market-based approaches and observable market inputs to determine value.

Short-term investments with quoted prices as of March 31, 2024 as shown below (in thousands):

March 31, 2024

Short-term investments with quoted prices as of June 30, 2024 as shown below (in thousands):

June 30, 2024

Amortized Cost

12 unchanged sentences

Agency debt securities

As of March 31, 2024 and December 31, 2023, none of the unrealized losses on the Company’s short-term investments are a result of credit loss, and therefore, any unrealized losses were recognized in OCI.

As of March 31, 2024 and December 31, 2023, the Company had $ 0.2 million and $ 0.1 million, respectively, accrued interest on short-term investments included in “Accounts and other receivables” on the accompanying Consolidated Balance Sheets.

As of June 30, 2024 and December 31, 2023, none of the unrealized losses on the Company’s short-term investments are a result of credit loss;

therefore, any unrealized losses were recognized in OCI.

As of June 30, 2024 and December 31, 2023, the Company had $ 0.3 million and $ 0.1 million, respectively, accrued interest on short-term investments included in “Accounts and other receivables” on the accompanying Consolidated Balance Sheets.

Separate disclosure is required for assets and liabilities measured at fair value on a recurring basis from those measured at fair value on a non-recurring basis.

Assets recorded at fair value on a non-recurring basis, such as property and equipment and intangible assets are recognized at fair value when they are impaired.

During the three months ended March 31, 2024 and year ended December 31, 2023, the Company had no significant assets or liabilities that were measured at fair value on a non-recurring basis.

During the six months ended June 30, 2024 and year ended December 31, 2023, the Company had no significant assets or liabilities that were measured at fair value on a non-recurring basis.

Operating Leases

The Company’s operating leases consist of leases for office and laboratory space in the United States, which expire in April 2025.

Rent expense under these leases during each of the three months ended March 31, 2024 and 2023 was $ 0.2 million.

The Company’s operating lease for office and laboratory space in the United States was set to expire on April 30, 2025.

On May 20, 2024, the Company exercised its one-time 60 -month renewal option to renew its lease for an additional 60 months.

As of May 1, 2024, the Company remeasured its lease liability and recorded $ 1.4 million additional lease liability and right-of-use asset using an updated incremental borrowing rate of 9.5 %.

The renewed lease has a term of 72 months and expires on April 30, 2030.

The Company reassessed that the renewed lease remains an operating lease under Topic 842.

Rent expense under the Company’s operating leases was $ 0.1 million and $ 0.3 million during the three and six months ended June 30, 2024.

During the three and six months ended June 30, 2023, rent expense under the Company’s operating leases was $ 0.1 million and $ 0.3 million, respectively.

Rent expense includes short-term leases and variable lease costs that are not included in the lease obligation.

1 unchanged sentence

The Company recognizes short-term leases on a straight-line basis and does not record a related lease asset or liability for such leases.

The office space lease provides for increases in future minimum annual rental payments as defined in the lease agreements.

The office space lease also includes an option to renew the lease as of the end of the term.

The Company has determined that the lease renewal option is not reasonably certain of being exercised.

The cash paid for operating lease liabilities for each of the three months ended March 31, 2024 and 2023 was $ 0.1 million.

The cash paid for operating lease liabilities for each of the six months ended June 30, 2024 and 2023 was $ 0.3 million.

Supplemental other information related to the operating leases balance sheet information is as follows (in thousands):

March 31, 2024

June 30, 2024

December 31, 2023

Operating lease obligations (see Note 5 and 6)

Operating lease right-of-use assets (included in "Other assets" in Balance Sheet)

Balance Sheet Classification

Operating lease obligations, current (see Note 5)

Accrued expenses and other current liabilities

Operating lease obligations, noncurrent (see Note 6)

Noncurrent liabilities

Operating lease right-of-use assets

Weighted-average remaining lease term (years)

Weighted-average discount rate

Maturities of operating lease liabilities as of June 30, 2024 are as follows (in thousands):

2024 - remainder of the year

Total operating lease payments

imputed interest

Total operating lease liabilities

Accrued Expenses

Accrued expenses and other current liabilities consist of the following (in thousands):

March 31, 2024

June 30, 2024

December 31, 2023

7 unchanged sentences

The Company’s noncurrent liabilities are summarized as follows (in thousands):

March 31, 2024

June 30, 2024

December 31, 2023

5 unchanged sentences

The Amended and Restated Certificate of Incorporation, as amended (“Charter”), authorizes the Company to issue 200,000,000 shares of common stock, par value $ 0.0001 per share.

As of March 31, 2024, the Company had 70,899,134 shares of common stock issued and outstanding .

As of June 30, 2024, the Company had 71,046,267 shares of common stock issued and outstanding .

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.

1 unchanged sentence

The Charter also authorizes the Company to issue 1,000,000 shares of preferred stock, par value $ 0.0001 per share.

As of March 31, 2024, the Company had no shares of preferred stock issued and outstanding .

As of June 30, 2024, the Company had no shares of preferred stock issued and outstanding .

At-the-Market Offerings

3 unchanged sentences

The Company capitalized approximately $ 0.2 million of other offering costs which will offset the proceeds received from the shares sold under the 2023 Agreement.

Since inception through March 31, 2024, the Company has sold 20,454,516 shares of common stock under the 2023 Agreement resulting in approximately $ 86.6 million in proceeds, net of $ 2.8 million commission and other offering costs.

No shares were sold under the 2023 Agreement during the three months ended March 31, 2024, and as of March 31, 2024, $ 60.6 million remained available to be sold under the 2023 Agreement.

As of March 31, 2024, there was $ 0.1 million deferred offering costs included in prepaid expenses and other current assets on the accompanying consolidated balance sheets.

Since inception through June 30, 2024, the Company has sold 20,454,516 shares of common stock under the 2023 Agreement, resulting in approximately $ 86.6 million in proceeds, net of $ 2.8 million commission and other offering costs.

No shares were sold under the 2023 Agreement during the six months ended June 30, 2024, and as of June 30, 2024, $ 60.6 million remained available to be sold under the 2023 Agreement.

As of June 30, 2024, there was $ 0.1 million deferred offering costs included in prepaid expenses and other current assets on the accompanying consolidated balance sheets.

On March 5, 2024, warrant holders exercised 50,000 warrants with an exercise price of $ 3.21 , resulting in the issuance of 50,000 shares of common stock.

As of March 31, 2024, the Company had no outstanding warrants.

As of June 30, 2024, the Company had no outstanding warrants.

Stock-Based Compensation

4 unchanged sentences

The Company’s stock option awards generally vest over four years and typically have a contractual life of ten years .

As of March 31, 2024, there was $ 24.2 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 3.0 years.

During the three months ended March 31, 2024, the Company granted 1,566,575 stock options with a weighted average exercise price of $ 9.32 and per share weighted average grant date fair value of $ 7.55 .

Information related to stock options outstanding as of March 31, 2024 is as follows (in thousands, except share, exercise price and contractual term):

As of June 30, 2024, there was $ 19.8 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 2.8 years.

During the six months ended June 30, 2024, the Company granted 1,566,575 stock options with a weighted average exercise price of $ 9.32 and per share weighted average grant date fair value of $ 7.55 .

Information related to stock options outstanding as of June 30, 2024 is as follows (in thousands, except share, exercise price and contractual term):

Weighted-Average

3 unchanged sentences

Exercise Price

Value (In thousands)

Outstanding, December 31, 2023

Forfeited or expired

Outstanding, March 31, 2024

Exercisable, March 31, 2024

Vested and expected to vest, March 31, 2024

Outstanding, June 30, 2024

Exercisable, June 30, 2024

Vested and expected to vest, June 30, 2024

Restricted Stock Units (RSUs)

During the three months ended March 31, 2024, the Company granted 484,600 shares of RSUs with a weighted average grant date fair value of $ 9.32 which vest over four years .

As of March 31, 2024, the Company had unvested RSUs of 902,952 shares with total unrecognized compensation expense of $ 7.9 million, which the Company expects to recognize over a weighted average period of approximately 3.1 years.

During the three months ended March 31, 2024, the Company issued 107,875 shares of unrestricted common stock as a result of the vesting of 169,315 RSUs net of 61,440 shares of common stock withheld to satisfy tax withholding obligations.

2019 Employee Stock Purchase Plan

Under the Employee Stock Purchase Plan, employees purchased 62,609 shares for $ 0.2 million during the three months ended March 31, 2024.

During the six months ended June 30, 2024, the Company granted 484,600 shares of RSUs with a weighted average grant date fair value of $ 9.32 which vest over four years .

As of June 30, 2024, the Company had unvested RSUs of 786,102 shares with total unrecognized compensation expense of $ 6.3 million, which the Company expects to recognize over a weighted average period of approximately 2.9 years.

During the six months ended June 30, 2024, the Company issued 190,575 shares of unrestricted common stock as a result of the vesting of 286,165 RSUs net of 95,590 shares of common stock withheld to satisfy tax withholding obligations.

2019 Employee Stock Purchase Plan (ESPP)

Under the ESPP, employees purchased 62,609 shares for $ 0.2 million during the six months ended June 30, 2024.

During each of the three and six months ended June 30, 2024, the Company recognized compensation expense of $ 0.1 million.

During the three and six months ended June 30, 2023, the Company recognized compensation expense of $ 0.1 million and $ 0.2 million, respectively.

Stock-Based Compensation Expense

Stock-based compensation expense is classified in the unaudited consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023 as follows (in thousands):

During the three months ended June 30, 2024, the Company recorded $ 1.0 million incremental stock-based compensation expense as a result of the modifications of stock awards upon termination of the former Chief Financial Officer.

The modification changed the vesting conditions of the awards by accelerating the vesting of certain unvested awards that would have otherwise been forfeited upon termination.

The incremental costs are included in the Statements of Operations and Comprehensive Loss under general and administrative expense.

Stock-based compensation expense is classified in the unaudited consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2024 and 2023 as follows (in thousands):

Three Months Ended

Six Months Ended

Research and development

1 unchanged sentence

Net Loss Per Share

Because the Company has reported net loss attributable to common stockholders for the three months ended March 31, 2024 and 2023, basic and diluted net loss per share attributable to common stockholders in each period are the same.

Because the Company has reported net loss attributable to common stockholders for the three and six months ended June 30, 2024 and 2023, basic and diluted net loss per share attributable to common stockholders in each period are the same.

Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average numbers of shares of common stock outstanding for the period.

1 unchanged sentence

As such, all unvested restricted stock, RSUs, common stock and stock options have been excluded from the computation of diluted weighted average shares outstanding because such securities would have an anti-dilutive impact for all periods presented.

Potential common shares issuable upon conversion, vesting or exercise of unvested restricted stock, RSUs, common stock warrants, and stock options that are excluded from the computation of diluted weighted-average shares outstanding, as they are anti-dilutive, are as follows:

Three Months Ended

Potential common shares, issuable upon conversion, vesting, or exercise of unvested RSUs, common stock warrants, and stock options, that are excluded from the computation of diluted weighted-average shares outstanding, as they are anti-dilutive, are as follows:

Three and Six Months Ended

Common stock warrants

7 unchanged sentences

As part of the agreement, the Company is obligated to make payments of up to $ 80.0 million upon the achievement of specified worldwide net sales of all products developed using the technology acquired from Spitfire Pharma, Inc.

(the “Sales Milestone”) within ten years following the approval of a new drug application filed with the U.S.

(the “Sales Milestone”) within ten years following the approval of a new drug application filed with the U.

Food and Drug Administration (the “FDA”).

On May 6, 2024, a class action complaint was filed in federal district court in the District of Maryland, Southern Division, naming as defendants, the Company and three of the Company’s current executive officers, captioned Mogan v.

On May 6, 2024, a class action complaint was filed in federal district court in the District of Maryland, Southern Division, naming as defendants the Company and three of the Company’s executive officers, captioned Mogan v.

Altimmune, Inc., et al., No.

24-cv-01315 (D.

The complaint alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, by making false and misleading

statements and omissions of material fact to the investing public including the plaintiff and class members, who purchased or otherwise acquired the Company’s common stock between December 1, 2023 and April 26, 2024.

Md.) (the “Class Action”).

The complaint alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, by making false and misleading statements and omissions of material fact to the investing public including the plaintiff and class members, who purchased or otherwise acquired the Company’s common stock between December 1, 2023 and April 26, 2024.

The plaintiff and class members seek to have the action maintained as a class action under Rule 23 of the Federal Rules of Civil Procedure and for the defendants to pay damages, interest, and an award of costs, including attorneys’ fees.

The Company intends to vigorously defend against the lawsuit.

On June 14, 2024, the Court entered an order stating that defendants were not required to answer, move to dismiss, or otherwise respond to the initial complaint filed on May 6, 2024, and that within 14 days of the Court’s entry of an order appointing a lead plaintiff the parties are to confer and submit a proposed schedule to the court for the filing of an amended complaint (if any) and the filing of a motion to dismiss or other response to the amended complaint.

A substantially similar complaint, captioned Campanile v.

Altimmune, Inc., et al.

8:24-cv-01918 (D.

Md.), was also filed in the same court by another plaintiff on July 1, 2024 against the Company and three of its executive officers, based upon the same general set of allegations and class period.

On July 5, 2024, two movants moved to consolidate the two actions and to be appointed lead plaintiff.

On July 12, 2024, these movants filed a stipulation and proposed order to consolidate the related actions, and to be appointed co-lead plaintiffs.

The Company intends to vigorously defend against this class action litigation.

On June 4, 2024, a shareholder derivative complaint was filed in federal district court in the District of Delaware, purportedly on behalf of the Company, naming as defendants three of the Company’s executive officers and eight of the Company’s board members, captioned Stourbridge Investments LLC v.

1:24-cv-669-GBW (D.

The complaint is based upon allegations that are similar to those alleged in the Class Action and alleges claims for contribution,

breaches of fiduciary duty, unjust enrichment, and waste of corporate assets based on the defendants purportedly making or causing to be made false and misleading statements and omissions of material fact between December 1, 2023 and April 26, 2024.

The complaint seeks unspecified monetary relief, exemplary damages, restitution, contribution, and costs, as well as equitable relief.

A similar shareholder derivative complaint was filed in the same court by another plaintiff on July 1, 2024, based upon substantially similar allegations, and alleges claims for contribution, breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets.

The complaint, captioned Alaraidah v.

1:24-cv-00772-GBW (D.

Del.), seeks unspecified monetary relief, restitution, costs, and equitable relief.

These actions were consolidated on July 18, 2024 into case no.

1:24-cv-669-GBW (the “Derivative Action”).

The Company intends to vigorously defend against the Derivative Action.

The Company is a party in various contracts and subject to disputes, litigation, and potential claims arising in the ordinary course of business, none of which are currently reasonably possible or probable of material loss.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements