What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-27 compared with 2024-03-27 · 132 added, 146 removed, 560 unchanged (33% of the section changed)

18 unchanged sentences

Commitments and Contingencies

Segment Information

Subsequent Events

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

39 unchanged sentences

We have served as the Company’s auditor since 2017.

Tysons, Virginia

March 27, 2024

Iselin, New Jersey

February 27, 2025

ALTIMMUNE, INC.

11 unchanged sentences

Property and equipment, net

Indefinite-lived intangible asset

LIABILITIES AND STOCKHOLDERS’ EQUITY

31 unchanged sentences

Total other income (expense), net

Net loss before income taxes

Income tax expense (benefit)

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

Other comprehensive income — unrealized gain on short-term investments

Comprehensive loss

14 unchanged sentences

Issuance of common stock upon cashless exercise of warrants

Issuance of common stock related to contingent consideration liability

Other increase

Unrealized gain (loss) on short-term investments

Unrealized gain on short-term investments

Balance at December 31, 2023

4 unchanged sentences

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

Issuance of common stock upon cashless exercise of warrants

Unrealized gain (loss) on short-term investments

Issuance of common stock upon exercise of warrants

Unrealized gain on short-term investments

Balance at December 31, 2024

3 unchanged sentences

(In thousands)

Year Ended December 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

Adjustments to reconcile net loss to net cash used in operating activities:

Change in fair value of contingent consideration liability

Impairment loss on intangible asset

2 unchanged sentences

Accretion of discounts on short-term investments

(Gain) loss on foreign currency exchange

Loss (gain) on foreign currency exchange

Changes in operating assets and liabilities:

9 unchanged sentences

Purchases of property and equipment, net

Net cash provided by (used in) investing activities

Net cash (used in) provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Payments of deferred offering costs

Proceeds from exercises of warrants

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

Proceeds from issuance of common stock from Employee Stock Purchase Plan

Payment of conditional economic incentive

Proceeds from issuance of common stock from Employee Stock Purchase Plan

Proceeds from exercises of stock options

1 unchanged sentence

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents and restricted cash

Net (decrease) increase in cash and cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

1 unchanged sentence

SUPPLEMENTAL NON-CASH ACTIVITIES:

Common stock issued related to contingent consideration liability

Operating lease liability and right-of-use asset addition

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

3 unchanged sentences

Altimmune, Inc., headquartered in Gaithersburg, Maryland, United States, together with its subsidiaries (collectively, the “Company” or “Altimmune”) is a clinical stage biopharmaceutical company incorporated under the laws of the State of Delaware.

The Company is focused on developing treatments for obesity and liver diseases.

The Company’s pipeline includes next generation peptide therapeutics for obesity and metabolic dysfunction-associated steatohepatitis (“MASH”), previously termed non-alcoholic steatohepatitis (“NASH”) (for both, pemvidutide, formerly known as ALT-801), and for chronic hepatitis B (“HepTcell TM ”).

Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development (“R&D”), recruiting management and technical staff and raising capital, and has financed its operations through the issuance of common and preferred stock, long-term debt and proceeds from research grants and government contracts.

The Company is a clinical stage biopharmaceutical company focused on developing treatments for obesity, metabolic and liver diseases.

The Company’s lead product candidate, pemvidutide (formerly known as ALT-801), is a novel, investigational, peptide-based GLP-1/glucagon dual receptor agonist.

Pemvidutide is currently in clinical development for obesity and metabolic associated steatohepatitis (MASH).

The Company also expects to pursue additional indications for pemvidutide that leverage the differentiated clinical profile of pemvidutide.

Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, and raising capital, and has financed its operations through the issuance of common and preferred stock, long-term debt, and proceeds from research grants and government contracts.

The Company has not generated any revenues from the sale of any products to date, and there is no assurance of any future revenues from product sales.

8 unchanged sentences

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 consolidated financial statements include, but are not limited to, the valuation of share-based awards, income taxes, and accruals for R&D activities.

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

8 unchanged sentences

The Company had restricted cash of $ 42,000 and $ 41,000 as of December 31, 2024 and 2023, respectively, held in money market savings accounts as collateral.

The restricted cash as of December 31, 2023 and 2022 is for the Company’s

facility lease obligation.

The restricted cash as of December 31, 2024 and 2023 is for the Company’s facility lease obligation.

Restricted cash is classified as a component of cash, cash equivalents, and restricted cash in the accompanying Consolidated Balance Sheets and Consolidated Statements of Cash Flows.

10 unchanged sentences

The Company places all investments with government agencies, or corporate institutions whose debt is rated as investment grade.

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

As of December 31, 2024 and 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 December 31, 2024 and 2023, the Company had $ 0.4 million and $ 0.1 million, respectively, accrued interest on short-term investments included in “Accounts and other receivables” on the accompanying Consolidated Balance Sheets.

Accounts and Other Receivables

2 unchanged sentences

Provisions are made based upon a specific review of all significant outstanding invoices and the overall quality and age of those invoices not specifically reviewed.

The Company’s receivables represent billings for rate adjustment under a government contract that is being closed out, as well as interest and other receivables.

The Company’s receivables represent billings for rate adjustment under a government contract that was closed out recently, as well as interest and other receivables.

The Company believes that the credit risks associated with these receivables are not significant.

9 unchanged sentences

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.

Accordingly, the degree of judgment that the Company exercises

in determining fair value is greatest for instruments categorized in Level 3.

Accordingly, the degree of judgment that the Company exercises in determining fair value is greatest for instruments categorized in Level 3.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

2 unchanged sentences

The Company’s financial instruments consist of cash, cash equivalents, restricted cash, accounts receivable, short-term investments, accounts payable, accrued expenses, and common stock warrants classified as equity.

The carrying amounts of cash, cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued expenses approximate their fair value due to the short-term nature of those financial instruments.

The carrying amounts of cash, cash equivalents, restricted cash, accounts and other receivables, accounts payables, and accrued expenses approximate their fair value due to the short-term nature of those financial instruments.

Short-term investments are recorded at fair value, with any unrealized holding gains or losses reported as accumulated other comprehensive income or loss.

16 unchanged sentences

Lesser of lease term or estimated useful lives

Intangible Assets

The Company records intangible assets acquired in a business combination based on fair value on the date of acquisition.

Acquired in-process research and development (“IPR&D”) assets that have alternative future use at the time of acquisition are capitalized as an indefinite-lived intangible asset and tested for impairment until the project is completed or abandoned.

Upon completion of the project, the indefinite-lived intangible asset will be accounted for as a finite-lived intangible asset and amortized on a straight-line basis over its estimated useful life.

If the project is abandoned, the indefinite-lived intangible asset will be charged to expense.

Intangible assets acquired in other transactions are recorded at cost.

The Company capitalizes costs incurred in the course of obtaining patents and license issuance fees for the use of proprietary technologies.

Costs incurred for obtaining patents are amortized on a straight-line basis over the estimated useful lives of the assets from the time of approval of the patent.

Prior to approval, these costs are carried on the balance sheets and not amortized.

In the event approval is denied, the cost of the denied application is expensed.

License issuance fees are amortized on a straight-line basis over the estimated useful lives of the underlying licensed technology.

Amortization costs are classified as R&D expenses.

Impairment or Disposal of Long-lived Assets

3 unchanged sentences

In the event impairment exists, the long-lived asset will be written down to its fair value, and an impairment loss is recorded as the difference between the carrying value and fair value.

For the years ended December 31, 2023 and 2022, the Company’s qualitative assessment of long-lived assets for impairment testing determined that no impairment indicators were present.

For the years ended December 31, 2024 and 2023, the Company did no t identify indicators of impairment.

Impairment of Indefinite-lived Intangible Assets

The Company evaluates its indefinite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable in accordance with the guidance in FASB Accounting Standard Codification Topic 350, Intangibles—Goodwill and Other (“ASC 350”).

Indefinite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable in accordance with the guidance in FASB Accounting Standard Codification Topic 350, Intangibles—Goodwill and Other (“ASC 350”).

The Company had one IPR&D asset, HepTcell, that it acquired in 2015.

This candidate was a viral pathogen immunotherapy product for the treatment of chronic HBV.

Since 2020, the Company has been conducting a Phase 2 clinical trial.

However, the preliminary data from this trial that management analyzed in December 2023, indicates that the results are not sufficient to warrant moving forward with this product candidate.

As a result, the Company expects to stop all further development related to HepTcell and does not anticipate that there would be any third-party interest in the asset.

Since 2020, the Company had been conducting a Phase 2 clinical trial.

However, the overall response in Phase 2 clinical trial for HepTcell was deemed to be insufficient to warrant further advancement.

As a result, the Company stopped all further development related to HepTcell and did not anticipate that there would be any third-party interest in the asset.

This decision rendered the probability of success, which is one of the key inputs in the fair value measurement of this asset, to be effectively zero or close to zero.

1 unchanged sentence

Accordingly, the Company recorded a non-cash impairment charge of $ 12.4 million, which was the carrying value of the IPR&D asset, in the accompanying Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2023 under the caption “Impairment loss – intangible asset”.

As of December 31, 2023, the Company had no indefinite-lived intangible assets.

As of December 31, 2024 and 2023, the Company had no indefinite-lived intangible assets.

The Company determines if an arrangement is a lease at inception.

13 unchanged sentences

For restricted stock and restricted stock units granted, fair value is determined based on the grant date closing price of the Company’s common stock.

The expected stock price volatility for stock option awards is based on a weighted-average volatility rate of historical volatility from a representative peer group of comparable companies and the Company’s own stock price volatility.

The average expected life of stock options was determined according to the “simplified method” as described in SAB 107, which is the midpoint between the vesting date and the end of the contractual term.

The risk-free interest rate was determined by reference to implied yields available from U.S.

Treasury securities with a remaining term equal to the expected life assumed at the date of grant.

We have not paid and do not anticipate paying cash dividends.

Therefore, the expected dividend rate is assumed to be 0%.

Stock-based compensation awarded to employees is measured at the grant date fair value of stock option grants and is recognized over the requisite service period of the awards, usually the vesting period, on a straight-line basis, net of estimated forfeitures.

The Company estimates forfeitures at the time of grant and, if necessary, revises the estimate in subsequent periods if actual forfeitures differ from those estimates.

Estimates are based on the Company’s historical analysis of actual stock option forfeitures.

Estimates are based on the Company’s historical

analysis of actual stock option forfeitures.

The actual expense recognized over the vesting period is only for those options that vest.

12 unchanged sentences

When evaluating the adequacy of the accrued expenses, the Company analyzes progress of the studies, including the phase or completion of events, invoices received and contracted costs.

Significant judgments and estimates may be made in determining the accrued balances at the end of any reporting period.

Significant judgments and estimates may be made in determining the prepaid and accrued balances at the end of any reporting period.

R&D Incentive Credits

10 unchanged sentences

Although the incentive credits may be administered through the local tax authority, the Company has accounted for the incentives outside of the scope of FASB Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”), since the incentives are not linked to the Company’s taxable income and can be realized regardless of whether the Company has generated taxable income in the respective jurisdictions.

The Company accounts for these incentive credits as a government

grant which analogizes with International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance .

The Company accounts for these incentive credits as a government grant which analogizes with International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance .

The Company records qualifying U.K.

R&D expenses as receivable and a corresponding reduction to R&D expense in the Consolidated Statement of Operations and Comprehensive Loss.

During the years ended December 31, 2023 and 2022, the Company recognized $ 1.2 million and $ 1.8 million, respectively, of R&D credits as a reduction to R&D expense in the Consolidated Statement of Operations and Comprehensive Loss.

During the years ended December 31,

2024 and 2023, the Company recognized $ 0.6 million and $ 1.2 million, respectively, of R&D credits as a reduction to R&D expense in the Consolidated Statement of Operations and Comprehensive Loss.

As of December 31, 2024 and 2023, the Company had $ 1.8 million and $ 3.0 million, respectively, of R&D credits included in “Income tax and R&D incentive receivables” on the accompanying Consolidated Balance Sheets.

3 unchanged sentences

During the years ended December 31, 2024 and 2023, the Company received $ 0.1 million and $ 0.4 million in cash for R&D incentive, respectively.

The 2023 incentive credit received is related to R&D costs that the Company incurred during the fiscal year 2022, whereas the 2022 incentive credit received is related to R&D costs that the Company incurred during the fiscal years and 2021 and 2020, both through the participation in the Australian R&D credit program, and is included in “Noncurrent liabilities” on the accompanying Consolidated Balance Sheets.

The 2024 incentive credit received is related to R&D costs that the Company incurred during the fiscal year 2023, whereas the 2023 incentive credit received is related to R&D costs that the Company incurred during the fiscal year 2022, both through the participation in the Australian R&D credit program, and is included in “Noncurrent liabilities” on the accompanying Consolidated Balance Sheets.

The Company accounts for income taxes in accordance with ASC 740.

14 unchanged sentences

Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period without consideration for potentially dilutive securities.

The Company computes diluted net loss per common share after giving consideration to all potentially dilutive common equivalents, including all unvested restricted stock, common stock warrants, and common stock options outstanding during the period except where the effect of such non-participating securities would be anti-dilutive.

The Company computes diluted net loss per common share after giving consideration to all potentially dilutive common equivalents, including all unvested restricted stock, warrants, and stock options outstanding during the period except where the effect of such non-participating securities would be anti-dilutive.

Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods.

1 unchanged sentence

Recently Adopted:

In June 2016, the FASB issued ASU No.

2016-13, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments (“ASU No.

2016-13 requires financial assets measured at amortized cost to be presented at the net amount expected to be collected and any unrealized loss relating to available-for-sale debt securities to be recorded through an allowance for credit losses.

The Company adopted this new accounting standard on January 1, 2023 using a modified retrospective method.

The adoption of this update did not have a material impact on the Company’s financial statements and related disclosures.

Not Yet Adopted:

In November 2023, the FASB issued ASU No.

3 unchanged sentences

The amendments in ASU 2023-07 also clarify that entities with a single reportable segment are subject to both new and existing segment reporting requirements under Topic 280.

The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendments in ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements.

The amendments in this update are effective on the Company’s 2024 annual report and quarterly reports beginning on first quarter 2025.

The Company adopted this new accounting standard on this annual report on Form 10-K using a retrospective method (See Note 14.

Segment Information).

Not Yet Adopted:

In November 2024, the FASB issued ASU No.

2024-03, Income Statement – Reporting Comprehensive Income-Expense Disaggregation Disclosure (Subtopic 220-40) .

The amendments in ASU No.

2024-03 require that, at each interim and annual reporting period, public business entities disclose in a note to the financial statements the amount of (i) purchases of inventory, (ii) employee compensation, (iii) depreciation, (iv) intangible asset amortization, and (v) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption in the statements of operation and comprehensive income.

The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements.

The amendments in this update are effective on the Company’s 2027 annual report, and interim reports thereafter.

The Company is currently evaluating the impact of this amendment on its Consolidated Financial Statements.

22 unchanged sentences

December 31, 2024

Unrealized Gain

Amortized Cost

6 unchanged sentences

December 31, 2023

Unrealized Gain

Amortized Cost

16 unchanged sentences

Property and equipment, net

Depreciation expense related to property and equipment for each of the years ended December 31, 2023 and 2022 was $ 0.5 million.

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 years ended December 31, 2023 and 2022 was $ 0.5 million, which includes short-term leases and variable lease costs that are not included in the lease obligation.

Short-term leases are leases having a term of twelve months or less.

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.

Depreciation expense related to property and equipment for each of the years ended December 31, 2024 and 2023 was $ 0.2 million and $ 0.5 million, respectively.

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 during each of the years ended December 31, 2024 and 2023 was $ 0.5 million.

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

The cash paid for operating lease liabilities for each of the years ended December 31, 2024 and 2023 was $ 0.5 million.

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

Operating lease obligations (see Note 6 and 7)

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

Balance Sheet Classification

Operating lease obligations, current (see Note 6)

Accrued expenses and other current liabilities

Operating lease obligations, noncurrent (see Note 7)

Noncurrent liabilities

Operating lease right-of-use assets

Weighted-average remaining lease term (years)

1 unchanged sentence

Maturities of operating lease liabilities are as follows (in thousands):

Year ending December 31,

Total operating lease payments

imputed interest

Total operating lease liabilities (see Note 6 and 7)

Total operating lease liabilities

Accrued Expenses and Other Current Liabilities

4 unchanged sentences

Lease obligation, current portion (see Note 5)

Excess tax refund payable

Accrued interest and other

8 unchanged sentences

During the years ended December 31, 2024 and 2023, the Company received a total of $ 0.1 million and $ 0.4 million in cash for R&D incentive credit, respectively.

The 2023 incentive credit received is related to R&D costs that the Company incurred during the fiscal year 2022, whereas the 2022 incentive credit received is related to R&D costs that the Company incurred during the fiscal years and 2021 and 2020, both through the participation in the Australian R&D incentive credit program administered through the ATO.

The 2024 incentive credit received is related to R&D costs that the Company incurred during the fiscal year 2023, whereas the 2023 incentive credit received is related to R&D costs that the Company incurred during the fiscal year 2022, both through the participation in the Australian R&D incentive credit program administered through the ATO.

The Company recorded the receipt as noncurrent liability until there is reasonable assurance that the Company will comply with the conditions attached to the incentive credit.

6 unchanged sentences

During the year ended December 31, 2023, the Company repaid approximately $ 99,000 of the State of Maryland grant, including accrued interest, as the Company didn’t meet the required number of employees as of December 31, 2022 as per terms of the grant.

Stockholders’ Equity

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

As of December 31, 2024, the Company had 72,352,701 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.

Common stockholders are not entitled to receive dividends, unless declared by the board of directors.

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

5 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.

During the year ended December 31, 2023, the Company 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, with, $ 60.6 million remaining available to be sold under the 2023 Agreement.

Since inception through December 31, 2024, the Company has sold 21,662,037 shares of common stock under the 2023 Agreement resulting in approximately $ 96.6 million in proceeds, net of $ 3.1 million commission and other offering costs.

During the year ended December 31, 2024, we have sold 1,207,521 shares of common stock under the 2023 Agreement resulting in approximately $ 10.3 million in net proceeds, and as of December 31, 2024, $ 50.3 million remaining available to be sold under the 2023 Agreement.

As of December 31, 2024, there was $ 0.1 million in deferred offering costs included in prepaid expenses and other current assets on the accompanying Consolidated Balance Sheets.

On February 25, 2021, the Company entered into an Equity Distribution Agreement (the “2021 Agreement”) with Piper Sandler & Co., Evercore Group L.L.C.

Riley Securities, Inc., serving as sales agents (the “2021 Sales Agents”), with respect to an at-the-market offerings program under which the Company offered and sold shares of its common stock, having an aggregate offering price of up to $ 125.0 million (the “2021 Shares”) through the 2021 Sales Agents (the “2021 Offering”).

All 2021 Shares offered and sold in the 2021 Offering were issued pursuant to the Company’s Registration Statement on Form S-3 filed with the SEC on December 31, 2020, which was declared effective on January 11, 2021, the prospectus supplement relating to the 2021 Offering filed with the SEC on February 25, 2021 and any applicable additional prospectus supplements related to the 2021 Offering that form a part of the Registration Statement.

Under the 2021 Agreement, the Company sold 10,004,869 shares of common stock resulting in approximately $ 121.0 million in proceeds, net of $ 4.0 million commission and other offering costs.

As of December 31, 2023, there were no remaining shares available under the 2021 Agreement.

Public Offering

On July 16, 2020, the Company offered and sold (i) 3,369,564 shares of common stock, at a price to the public of $ 23.00 per share, and (ii) pre-funded warrants of the Company to purchase 1,630,436 shares of common stock at an exercise price equal to $ 0.0001 per share (the “Pre-Funded Warrants”), at a price to the public of $ 22.9999 per share of common stock underlying the Pre-Funded Warrants (equal to the public offering price per share of Common Stock, minus the exercise price of each Pre-Funded Warrant).

The Pre-Funded Warrants were classified as equity and were accounted for as a component of additional paid-in capital at the time of issuance.

In January 2022, 760,870 of the Pre-Funded Warrants were exercised, resulting in the issuance of 760,870 shares of common stock.

Furthermore, on October 18, 2023, warrant holders exercised the remaining 869,566 Pre-Funded Warrants in a net cashless exercise and were issued 869,530 shares of common stock (see Note 9).

The following common stock warrants were outstanding at December 31, 2023:

Issuance Date

Expiration Date

Issued with common units in the 2019 Registered Direct Offering

March 12, 2019

March 12, 2024

The following common stock warrants were outstanding at December 31, 2022:

Issuance Date

Expiration Date

Issued with common units in the 2018 Unit Offering

October 2, 2018

October 2, 2023

Issued with common units in the 2018 Registered Direct Offering

October 10, 2018

October 10, 2023

Issued with common units in the 2019 Registered Direct Offering

March 12, 2019

March 12, 2024

Issued with common units in the 2020 Public Offering (see Note 8)

July 16, 2020

On October 18, 2023, warrant holders exercised the remaining 869,566 Pre-Funded Warrants in a net cashless exercise and were issued 869,530 shares of common stock (see Note 8 Common Stock).

In addition, in October 2023, 95,600 various other warrants with a weighted-average exercise price of $ 5.31 expired unexercised.

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

A summary of warrant activity is as follows:

Weighted-Average

Contractual Term

Exercise Price

Warrants outstanding, December 31, 2022

Exercised (see Note 8)

Warrants outstanding, December 31, 2023

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 December 31, 2024, the Company had no outstanding warrants.

Stock-Based Compensation

6 unchanged sentences

Options outstanding and unvested restricted stock granted or replaced under these plans will continue to vest over the remaining vesting period through the earlier of exercise, expiration or forfeiture.

The replacement options issued after the 2017 mergers will continue to vest over the remaining

vesting period through the earlier of exercise, expiration or forfeiture.

The replacement options issued after the 2017 mergers will continue to vest over the remaining vesting period through the earlier of exercise, expiration or forfeiture.

Also, in connection with the 2017 mergers, the 2001 Plans were assumed by the Company.

5 unchanged sentences

In 2018, the Company’s shareholders approved an amendment to the Omnibus Plan to increase the number of shares reserved for issuance from 1,500,000 to 5,000,000 .

The aggregate share reserve will be increased on January 1 of each year commencing in 2019 and ending on and including January 1, 2027 up to an amount equal to the lowest of (i) 4 % of the total number of shares of common stock outstanding on a fully diluted basis as of December 31 of the immediately preceding calendar year, and (ii) such number of shares of common stock, if any, determined by the Company’s board of directors.

preceding calendar year, and (ii) such number of shares of common stock, if any, determined by the Company’s board of directors.

Accordingly, on January 1, 2025, the number of shares of Common Stock reserved and available for issuance under the Omnibus Plan increased by 3,193,659 .

4 unchanged sentences

The Inducement Plan provides for the grant of equity or equity-based awards in the form of non-qualified stock options, restricted stock awards and other stock-based awards.

The Inducement Plan was adopted by the Board without stockholder approval pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules.

The Inducement Plan was adopted by the Board without stockholder approval pursuant to Rule 5635I(4) of the NASDAQ Listing Rules.

The Board has reserved 2,000,000 shares of the Company’s common stock for issuance pursuant to awards granted under the Inducement Plan (subject to customary adjustments in the event of a change in capital structure of the Company), and the Inducement Plan will be administered by the Compensation Committee.

In accordance with Rule 5635(c)(4) of the NASDAQ Listing Rules, awards under the Inducement Plan may be only made to an employee who has not previously been an employee or member of the Board or any parent or subsidiary, or following a bona fide period of non-employment by the Company or a parent or subsidiary, if he or she is granted such award in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary.

In accordance with Rule 5635I(4) of the NASDAQ Listing Rules, awards under the Inducement Plan may be only made to an employee who has not previously been an employee or member of the Board or any parent or subsidiary, or following a bona fide period of non-employment by the Company or a parent or subsidiary, if he or she is granted such award in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary.

The 2001 Plans, the 2007 Plan, the Omnibus Plan and the Inducement Plan are collectively referred to as the “Plans.” During the year ended December 31, 2024 under the Plans, a total of 2,106,375 options to purchase shares of common stock were granted.

12 unchanged sentences

Exercise Price

Value (In thousands)

Outstanding, December 31, 2023

6 unchanged sentences

The total fair value of options vested during the years ended December 31, 2024 and 2023 was $ 11.6 million and $ 7.0 million, respectively.

As of December 31, 2023, there was $ 16.0 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 2.5 years.

of December 31, 2024, there was $ 17.5 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 2.5 years.

Restricted Stock Units (RSUs)

1 unchanged sentence

During the year ended December 31, 2024, the Company issued 192,537 shares of common stock as a result of the vesting of 288,977 RSUs net of 96,440 shares of common stock withheld to satisfy tax withholding obligations.

The fair value of RSUs vested during the years ended December 31, 2023 and 2022 was $ 1.4 million and $ 0.6 million, respectively.

The total fair value of RSUs vested during the years ended December 31, 2024 and 2023 was $ 2.5 million and $ 1.4 million, respectively.

A summary of RSUs activities is presented below:

16 unchanged sentences

As of December 31, 2024, there were 131,927 shares of common stock available for future issuance under the 2019 ESPP Plan.

The Company recognized stock-based compensation expense related to this plan of $ 0.2 million and $ 0.3 million for of the years ended December 31, 2023 and 2022, respectively.

The Company recognized stock-based compensation expense related to this plan of $ 0.2 million for each of the years ended December 31, 2024 and 2023.

Stock-based Compensation Expense

During the year ended December 31, 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 accompanying Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023 as follows (in thousands):

5 unchanged sentences

Eligible employees may elect to contribute up to the maximum limits, as set by the Internal Revenue Service, of their eligible compensation.

During the years ended December 31, 2023 and 2022, the Company made discretionary plan contributions of $ 0.4 million and $ 0.3 million, respectively.

During each of the years ended December 31, 2024 and 2023, the Company made discretionary plan contributions of $ 0.4 million.

The components of net loss before income tax benefit are as follows (in thousands):

1 unchanged sentence

Net loss before income tax benefit

The components of the income tax expense (benefit) are as follows (in thousands):

Year Ended December 31,

state and local

Income tax expense (benefit)

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

Reconciliation between the effect of applying the federal statutory rate and the effective income tax rate used to calculate the Company’s income tax benefit is as follows:

3 unchanged sentences

Research and development tax credit

Acquired in process research and development

Change in valuation allowance

44 unchanged sentences

All of the Company’s uncertain tax positions, if recognized, would affect its income tax expense, although the net impact would be zero due to the Company’s valuation allowance position.

The Company has elected an accounting policy to classify interest and penalties related to unrecognized tax benefits as a component of income tax expense.

During the year ended December 31, 2022, the company recorded income tax benefit of $ 0.2 million related to interest received and receivable on income tax refunds.

As of December 31, 2023, potential interest and penalties on unrecognized tax benefits were not significant.

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits excluding related interest and penalties (in thousands):

Year Ended December 31,

Beginning balance

Increases for prior year tax positions

Ending balance

The Company files income tax returns in the United States, various U.S.

5 unchanged sentences

Diluted net loss per share is calculated by adjusting weighted-average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period.

As such, all unvested restricted stock, RSUs, common stock warrants, 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, 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:

As such, all unvested RSUs, common stock warrants, 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 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:

Year Ended December 31,

12 unchanged sentences

Accordingly, the Company will recognize the Sales Milestones when the contingency is probable and the amount can be reasonably estimated.

The Company is not currently subject to any material legal proceedings.

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, which is now captioned In re Altimmune, Inc.

Securities Litigation, No.

24-cv-01315 (D.

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.

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 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 December 16, 2024, the lead plaintiffs filed a notice of voluntary dismissal of the Class Action without prejudice, and on December 30, 2024, the court ordered that the Class Action be dismissed without prejudice, and the case was closed.

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, which is now captioned In re Altimmune, Inc.

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, 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 February 3, 2025, pursuant to a joint stipulation of the parties, the court ordered that the Derivative Action be dismissed without prejudice and the case was closed.

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.

Segment Information

The Company is a clinical stage biopharmaceutical company focused on developing treatments for obesity, metabolic and liver diseases.

The Company is developing pemvidutide, a GLP-1/glucagon dual receptor agonist for the treatment of obesity and MASH.

To date, the Company has not generated any revenue from the sale of any products.

As described in Note 2, the Chief Executive Officer is the chief operating decision maker (CODM).

The CODM assesses the performance of the Company and decides how to allocate resources based solely on net (loss) income, which is also reported on the consolidated statements of operations and consolidated loss as net (loss) income.

The measure of segment assets is reported on the consolidated balance sheet as total assets.

Subsequent Events

The Company evaluated subsequent events through the issuance date of the financial statements.

During January and February 2025, the Company raised $ 30.2 million in net proceeds through the issuance of 4,467,866 shares of common stock under the 2023 Shelf.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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-K

Item 8. Financial Statements and Supplementary Data