What changed in this filing

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Item 1. Financial Statements

2024-11-12 compared with 2024-08-08 · 80 added, 59 removed, 276 unchanged (33% of the section changed)

3 unchanged sentences

(In thousands, except share and per-share amounts)

September 30,

Current assets:

19 unchanged sentences

200,000,000 shares authorized;

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

71,124,407 and 70,677,400 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

8 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Operating expenses:

8 unchanged sentences

Total other income (expense), net

Other comprehensive income — unrealized (loss) gain on short-term investments

Other comprehensive income — unrealized gain on short-term investments

Comprehensive loss

20 unchanged sentences

Balance at June 30, 2024

Stock-based compensation

Exercise of stock options

Vesting of restricted stock awards including withholding, net

Issuance of common stock from Employee Stock Purchase Plan

Unrealized (loss) gain on short-term investments

Balance at September 30, 2024

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

16 unchanged sentences

Balance at June 30, 2023

Stock-based compensation

Vesting of restricted stock awards including withholding, net

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

Issuance of common stock from Employee Stock Purchase Plan

Unrealized (loss) gain on short-term investments

Balance at September 30, 2023

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

2 unchanged sentences

(In thousands)

Six Months Ended

Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

24 unchanged sentences

Payments for tax withholding in share-based compensation

Net cash used in financing activities

Net cash (used in) provided by financing activities

Net decrease in cash and cash equivalents and restricted cash

25 unchanged sentences

Summary of Significant Accounting Policies

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.

During the nine months ended September 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

5 unchanged sentences

However, actual results could differ from those estimates.

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.

Due to a full valuation allowance, the Company did no t record an income tax expense (benefit) for either of the three and nine months ended September 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 June 30, 2024 consisted of the following (in thousands):

Fair Value Measurement at June 30, 2024

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

Fair Value Measurement at September 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 June 30, 2024 as shown below (in thousands):

June 30, 2024

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

September 30, 2024

Amortized Cost

12 unchanged sentences

Agency debt securities

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;

As of September 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.

As of September 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 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.

During the nine months ended September 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

4 unchanged sentences

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 under the Company’s operating leases was $ 0.1 million and $ 0.4 million during the three and nine months ended September 30, 2024, respectively.

During the three and nine months ended September 30, 2023, rent expense under the Company’s operating leases was $ 0.1 million and $ 0.4 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 cash paid for operating lease liabilities for each of the six months ended June 30, 2024 and 2023 was $ 0.3 million.

The cash paid for operating lease liabilities for each of the nine months ended September 30, 2024 and 2023 was $ 0.4 million.

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

June 30, 2024

September 30, 2024

December 31, 2023

7 unchanged sentences

Weighted-average discount rate

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

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

2024 - remainder of the year

4 unchanged sentences

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

June 30, 2024

September 30, 2024

December 31, 2023

7 unchanged sentences

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

June 30, 2024

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

As of September 30, 2024, the Company had 71,124,407 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 June 30, 2024, the Company had no shares of preferred stock issued and outstanding .

As of September 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 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.

Since inception through September 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 nine months ended September 30, 2024, and as of September 30, 2024, $ 60.6 million remained available to be sold under the 2023 Agreement.

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

As of September 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 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):

As of September 30, 2024, there was $ 18.4 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 2.5 years.

During the nine months ended September 30, 2024, the Company granted 1,821,375 stock options with a weighted average exercise price of $ 8.96 and per share weighted average grant date fair value of $ 7.24 .

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

Weighted-Average

5 unchanged sentences

Forfeited or expired

Outstanding, June 30, 2024

Exercisable, June 30, 2024

Vested and expected to vest, June 30, 2024

Outstanding, September 30, 2024

Exercisable, September 30, 2024

Vested and expected to vest, September 30, 2024

Restricted Stock Units (RSUs)

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.

During the nine months ended September 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 September 30, 2024, the Company had unvested RSUs of 784,227 shares with total unrecognized compensation expense of $ 5.6 million, which the Company expects to recognize over a weighted average period of approximately 2.6 years.

During the nine months ended September 30, 2024, the Company issued 191,883 shares of unrestricted common stock as a result of the vesting of 288,040 RSUs net of 96,157 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.

Under the ESPP, employees purchased 86,857 shares for $ 0.3 million during the nine months ended September 30, 2024.

For the three months ended September 30, 2024 and 2023, compensation expense was negligible.

During each of the nine months ended September 30, 2024 and 2023, the Company recognized compensation expense of $ 0.1 million.

Stock-Based Compensation Expense

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.

During the nine months ended September 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):

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

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Research and development

1 unchanged sentence

Net Loss Per Share

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.

Because the Company has reported net loss attributable to common stockholders for the three and nine months ended September 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.

2 unchanged sentences

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

Three and Nine Months Ended

September 30,

Common stock warrants

9 unchanged sentences

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 executive officers, captioned Mogan v.

Altimmune, Inc., et al., No.

Securities Litigation, No.

24-cv-01315 (D.

2 unchanged sentences

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.

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.

2 unchanged sentences

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.

On October 2, 2024, the court consolidated the Campanile action with the Class Action for all purposes and appointed lead plaintiffs for the consolidated litigation.

On October 18, 2024, the court entered a scheduling order for the filing of an amended complaint on or by December 16, 2024 and any response to that amended complaint, including motions to dismiss, to follow thereafter.

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.

Stockholder Derivative Litigation , No.

1:24-cv-669 (D.

Del.) (the “Derivative Action”).

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”).

A similar shareholder derivative complaint, captioned Alaraidah v.

1:24-cv-00772 (D.

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

These actions were consolidated for all purposes on July 18, 2024 into the Derivative Action.

On September 12, 2024, the court stayed the Derivative Action until the earlier of the following:

(a) the Class Action is dismissed with prejudice, and all appeals related thereto have been exhausted;

or (b) defendants file an answer to any complaint in the Class Action.

The Company intends to vigorously defend against the Derivative Action.

1 unchanged sentence

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