What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-27 compared with 2024-03-27 · 237 added, 199 removed, 556 unchanged (44% of the section changed)

17 unchanged sentences

On December 23, 2024 , Dr.

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

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

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

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

Scot Roberts , our Chief Scientific Officer , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan provides for the sale of up to 269,831 shares of our common stock acquired pursuant to our Employee Stock Purchase Plan and the vesting and exercise of stock options and restricted stock units granted to Dr.

Robert’s plan will commence on the later

of March 24, 2025 or two business days following the filing of our financial results on Form 10-K, and expires on March 24, 2026 .

During the year ended December 31, 2024, other than the trading arrangement disclosed above, none of our officers or directors adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as defined in Item 408 of Regulation S-K.

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

3 unchanged sentences

Our directors are elected at each annual meeting of stockholders and hold office until the next annual meeting of stockholders and until their successors have been elected and qualified.

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

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

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

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

Our Board currently has ten Directors, eight of whom were elected at the Company’s 2024 annual meeting of stockholders whereas Teri Lawver and Jerome Durso joined our Board in February 2025.

The names and ages of our directors as of February 27, 2025 are set forth below:

President, Chief Executive Officer, and Director

33 unchanged sentences

in biochemistry from Temple University School of Medicine.

Sayare is chairman of the board of AutoIVF, Inc.

Sayare is chairman of the board of directors of AutoIVF, Inc.

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

2 unchanged sentences

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

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

Drutz was first elected to Private Altimmune’s Board

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

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

From 2008 to 2015, he held various positions at DARA BioSciences (Nasdaq:

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

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

TZYM) from 2000 to 2010;

and Director of MethylGene (TSX:

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

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

Drutz’s management experience includes tenures as VP Biological Sciences and VP Clinical Research at Smith Kline & French Laboratories;

VP Clinical Development at Daiichi Pharmaceutical Corporation;

and CEO of Inspire Pharmaceuticals (1995 – 1998) and Sennes Drug Innovations (1994 – 1995).

Drutz was Professor of Medicine, Chief of the Division of Infectious Diseases, and the founder of the NSF Center for Cell Regulation at the UT Health Science Center, San Antonio.

Drutz received his M.D.

from the University of Louisville School of Medicine and postgraduate training in internal medicine and infectious diseases at Vanderbilt University School of Medicine, serving subsequently as a research medical officer in the U.S.

Navy (LCDR, USNR).

We believe Dr.

Drutz’s significant experience in biotechnology investment and as a physician make him well qualified to serve as a member of our Board of Directors.

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

9 unchanged sentences

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

Hodges is Managing Partner of Redmont Capital, a private equity firm located in Birmingham, Alabama, which he joined at its inception in 1997.

Redmont Capital is a co-founder of Private Altimmune.

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

Hodges is Managing Partner of Redmont & Company, a private investment bank based in Birmingham, Alabama, which he joined at its inception in 1997.

Redmont & Company is a co-founder of Private Altimmune.

Hodges’ focus is on investment and advisory services for emerging growth businesses within the health care, life science and technology sectors.

He currently serves as a director for several of the firm’s portfolio companies.

25 unchanged sentences

We believe Dr.

Jorkasky’s executive and board

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

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

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

1 unchanged sentence

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

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

As former, Acting Deputy Assistant to the Secretary of Defense for chemical and biological defense, Dr.

Schafer oversaw the Department’s $1.0 billion program for vaccine, therapeutics, medical device and sensor development and was instrumental in advancing research into human immune response.

As former U.S.

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

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

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

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

Air Force Assistant Surgeon General, Dr.

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

Schafer served as CEO and co-founder of TessArae LLC, a biotech medical sequencing device company and Chief Medical Officer and client executive for health at CACI International.

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

Schafer earned his M.D.

degree at the University of Iowa, medical boards in family practice and aerospace medicine in the Air Force, Master of Public Health at the University of Texas, and a Master of Science at the Dwight D.

degree at the University of Iowa, medical boards in family practice and aerospace medicine in the Air Force, Master of Public

Health at the University of Texas, and a Master of Science at the Dwight D.

Eisenhower School of National Security and Resource Strategy.

4 unchanged sentences

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

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

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

Sohn currently serves on the board of directors of Maze Therapeutics (NASDAQ:

MAZE), a clinical-stage biopharmaceutical company, since 2021.

Sohn has also served on the board of directors of Jazz Pharmaceuticals, a public biopharma company from 2012 until July 2024, Rubius Therapeutics, a public biopharmaceutical company from 2018 until 2023 and Axcella Health, a public biotechnology company from January 2019 until February 2023.

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

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

and global transactions and prior to that was Vice President of Strategic Product Development at SmithKline Beecham Pharmaceuticals, Cardiovascular, Pulmonary and Metabolic Therapeutic Areas.

As an entrepreneur in a larger pharmaceutical company, Dr.

Sohn started the SmithKline Beecham U.S.

Vaccine Business, built the team, and led the pre-launch planning and commercialization of SB’s first vaccine in the U.S.

and helped shape the global vaccine portfolio pipeline as a member of the International Vaccine Steering Committee.

Subsequently, she led pre-launch planning and the U.S.

commercialization of the company’s billion-dollar neuroscience product and was a member of the Global CNS Product Strategy Team.

Since retiring from GlaxoSmithKline, Dr.

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

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

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

1 unchanged sentence

We believe that Dr.

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

Sohn’s extensive experience in the biopharmaceutical industry, including business development, pre-commercialization and product launch experience and as a pharmacist, make her well qualified to serve as a member of our Board of Directors.

Teri Lawver joined our Board of Directors in February 2025.

Lawver most recently served as Executive Vice President and Chief Commercial Officer at Dexcom (Nasdaq:

DXCM) from January 2023 until December 2024, where she led global commercial strategy and operations.

Prior to Dexcom, Ms.

Lawver held a variety of leadership roles at Johnson & Johnson Corporation from 2002 to 2023, including Worldwide Vice President, Immunology from 2017 to 2023, and Global Vice President, Cardiovascular & Metabolism from 2013 to 2017.

Prior to joining Johnson & Johnson, Ms.

Lawver was a Consultant and Associate Principal at McKinsey & Company from 1994 to 2002.

Lawver holds an M.B.A.

from Duke University’s Fuqua School of Business, and a Bachelor of Science degree from Georgetown University.

Jerome Durso joined our Board of Directors in February 2025.

Durso most recently served as President and Chief Executive Officer and a director of Intercept Pharmaceuticals, Inc.

(formerly Nasdaq:

ICPT), from January 2021 until November 2023.

Prior to becoming Chief Executive Officer of Intercept, Mr.

Durso served as Chief Operating Officer of Intercept since February 2017.

Beginning in 1993, Mr.

Durso spent over two decades at Sanofi, a global pharmaceutical company, where he most recently served as SVP, Chief Commercial Officer of the Global Diabetes Division from June 2011 to April 2015.

From 2010 to 2011, Mr.

Durso was Senior Vice President, Chief Commercial Officer of Sanofi’s U.S.

pharmaceuticals business.

Durso earned his bachelor’s degree in marketing from the University of Notre Dame.

Executive Officers

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

The names and ages of our executive officers as of February 27, 2025 are set forth below:

President, Chief Executive Officer, and Director

Richard Eisenstadt, M.B.A.

Gregory Weaver, M.B.A.

Chief Financial Officer

7 unchanged sentences

Garg’s business experience.

Richard Eisenstadt, M.B.A.

currently serves as our Chief Financial Officer.

Eisenstadt has served as Chief Financial Officer of Altimmune since December 2021.

Gregory Weaver, M.B.A.

currently serves as our Chief Financial Officer of the Company, which he joined in November 2024.

He has served in senior financial leadership roles for over twenty-five years.

Prior to joining Altimmune, he served as Chief Financial Officer at Aytu BioPharma, Inc.

AYTU) following its merger with Neos Therapeutics, Inc.

NEOS) in March 2021.

While Chief Financial Officer at Neos, he raised over $340 million in private and public equity and debt financings and supported the transition of the company from clinical stage to commercial operations.

Prior to Neos, Mr.

Eisenstadt served as Chief Financial Officer at Arborgen,

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

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

Eisenstadt received an M.B.A.

from James Madison University and a B.A.

in Economics from the University of North Carolina at Chapel Hill .

Prior to joining Altimmune, he served as a Chief Financial Officer consultant since July 2024.

Prior to that, Mr.

Weaver served as Chief Financial Officer of Cognito Therapeutics from September 2023 through June 2024, and as interim Chief Financial Officer of Atossa Therapeutics, Inc.

ATOS) from June 2023 to September 2023.

Prior to that, Mr.

Weaver served as Chief Financial Officer of BiointelliSense from October 2022 through May 2023, Chief Financial Officer of Atai Life Sciences N.V.

ATAI) from September 2020 through September 2022, and as Chief Financial Officer of Eloxx Pharmaceuticals, Inc.

ELOX) from September 2017 through March 2020.

He previously held Chief Financial Officer positions at several biotech and medtech companies earlier in his career.

Weaver currently serves as a director at BioIntelliSense, a commercial-stage patient monitoring technology company and a director at HarborPath, a non-profit organization focused on providing patients with access to life-saving medications, and a director at Rejuveron, a Zurich private biotech focusing on developing therapies to treat diseases associated with aging.

Weaver is a United States Air Force veteran and received his M.B.A.

from Boston College and his B.S.

in Accounting and Finance from Trinity University.

Scot Roberts, Ph.D.

2 unchanged sentences

Roberts held key positions at Wellstat Biologics Corporation from August 1996 until October 2010, including Director of Research and Development where he was responsible for development of a portfolio of biologic candidates in oncology including a clinical stage oncolytic virus asset.

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

He is an inventor on more than 20 patent and patent application families, and author of numerous publications in peer-reviewed journals.

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

13 unchanged sentences

from Harvard Medical School and an MS in Administrative Medicine and Population Health from the University of Wisconsin Medical School.

His post-graduate training includes residencies at John Hopkins Hospital and the University of Pennsylvania, and a Gastroenterology and Hepatology Fellowship at the Yale University School of Medicine.

His postgraduate

training includes residencies at John Hopkins Hospital and the University of Pennsylvania, and a Gastroenterology and Hepatology Fellowship at the Yale University School of Medicine.

Raymond M Jordt, M.B.A.

2 unchanged sentences

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

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

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

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

9 unchanged sentences

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

However, just because a recommended individual meets

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

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

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

11 unchanged sentences

Hodges and Gill is an Audit Committee financial expert, as defined by SEC guidelines and as required by the applicable NASDAQ listing standards.

The Compensation Committee of the Board recommends, reviews and oversees the salaries, benefits and equity incentive plans for our employees, consultants, directors (other than non-employee directors) and other individuals whom we compensate.

The Compensation Committee of the Board oversees, reviews, and makes recommendations to the Board for executive salaries, benefits and equity awards, and the incentive plans for our employees, consultants, directors (other than non-employee directors) and other individuals whom we compensate with recommendations from the CEO and input from an independent consultant with life science compensation resources and expertise.

The Compensation Committee also administers our compensation plans.

The Compensation Committee currently consists of Drs.

Drutz (Chair), Jorkasky and Schafer and Mr.

The Board has determined that each member of the Compensation Committee is an “independent director” in accordance with NASDAQ listing standards, a “non-employee director” under the applicable SEC rules and regulations and an “outside director” under the applicable tax rules.

Sohn (Chair), Jorkasky and Schafer and Mr.

regulations and an “outside director” under the applicable tax rules.

The Compensation Committee may form subcommittees and delegate authority to such subcommittees or individuals as it deems appropriate.

1 unchanged sentence

The Nominating and Corporate Governance Committee currently consists of Messrs.

Pisano (Chair) and Gill and Drs.

Drutz and Sohn.

Pisano (Chair) and Gill and Dr.

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

7 unchanged sentences

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

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

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

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

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

7 unchanged sentences

We have adopted a written Code of Business Conduct and Ethics that applies to our Board of Directors and all of our employees, including our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions.

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

A copy of our code of conduct can be found on our website, http://www.altimmune.com/investors/governance/documents-and-charters.

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

3 unchanged sentences

The information on, or that can be accessed through our website is not part of this Annual Report and is not incorporated by reference herein.

Insider Trading Policy

The Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our securities by directors, officers, and employees and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of our insider trading policy is filed with this Annual Report as Exhibit 19.

In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and applicable exchange listing requirements.

Communicating with our Board members

7 unchanged sentences

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

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

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

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

Based solely upon a review of the copies of Section 16(a) reports that the Company has received from such persons for transactions in our Common Stock and their Common Stock holdings for the 2024 fiscal year, the Company believes that all reporting requirements under Section 16(a) for such fiscal year were met in a timely manner by its directors, executive officers and beneficial owners of more than 10% of its Common Stock.

Executive Compensation

2 unchanged sentences

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

Jordt, our Chief Business Officer

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

Elements of Compensation

16 unchanged sentences

For the year ended December 31, 2024, upon recommendation of the Compensation Committee, our Board of Directors set broad-based corporate objectives that established the criteria for the funding of our annual bonus plan and focused on the following key objectives:

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

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

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

● Strategic partnerships to maximize program value (40% weighting);

● Advance development of pemvidutide for metabolic dysfunction-associated steatohepatitis (“MASH”) (30% weighting);

● Additional programs for pemvidutide (15% weighting);

● Manage operations to maximize resources and minimize risk (15% weighting).

2 unchanged sentences

In January 2025, our Board of Directors, upon the recommendation of the Compensation Committee, completed its assessment of management’s achievement of these corporate objectives for 2024, and concluded that these core corporate objectives were achieved by the management team and determined achievement at approximately 95% of the target annual performance-based cash bonuses for our Named Executive Officers.

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

This level was determined based upon, among other things, successful financing of our clinical programs, completed enrollment in Phase 2 biopsy development program for MASH ahead of target and completed a successful obesity End-of-Phase 2 Meeting with the FDA.

Equity Awards

3 unchanged sentences

During the year ended December 31, 2024, we granted our Named Executive Officers stock options and restricted stock units (“RSUs”), as described in more detail in the Outstanding Equity Awards at Fiscal Year-End table below.

We generally grant annual equity awards, to our NEOs, in the first quarter of each fiscal year.

In addition, new hires receive equity grants at the time of their hiring.

During 2024, the Compensation Committee did not take into account any material nonpublic information when determining the timing and terms of equity incentive awards, and we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

During 2024, we did not grant stock options to our Named Executive Officers during any period beginning four business days before and ending one business day after the filing or furnishing of a Form 10-Q, 10-K or 8-K that discloses material nonpublic information.

Employee Benefits

11 unchanged sentences

Chief Executive Officer

Scot Roberts, Ph.D.

Chief Scientific Officer

Scott Harris, M.D.

Chief Medical Officer

Chief Business Officer

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

The assumptions used to calculate the amounts for fiscal years 2024 and 2023 are discussed in Item 8, Financial Statements and Supplementary Data.

2 unchanged sentences

Chief Executive Officer

Scot Roberts, Ph.D.

Chief Scientific Officer

Scott Harris, M.D.

Chief Medical Officer

Chief Business Officer

Narrative to Summary Compensation Table

Agreements with Named Executive Officers

We have entered into employment agreements with each of Dr.

Harris and Mr.

We have entered into employment agreements with each of Drs.

Garg, Roberts and Harris.

The material terms of such agreements are summarized below.

18 unchanged sentences

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

Garg to be nominated

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

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

Garg is up for election.

15 unchanged sentences

If any payments, whether under Dr.

Garg’s employment agreement or otherwise, would be subject to the golden parachute excise tax under Section 4999 of the Internal Revenue Code (the “ Code ”), such payments will be reduced to the extent necessary to avoid the excise tax if doing so would result in a greater net after tax payment to Dr.

Garg’s employment agreement or otherwise, would be subject to the golden parachute excise tax under Section 4999 of the Internal Revenue

Code (the “ Code ”), such payments will be reduced to the extent necessary to avoid the excise tax if doing so would result in a greater net after tax payment to Dr.

Garg is required to execute and not revoke a release of claims in order to be eligible to receive severance payments or benefits, other than the Accrued Benefits.

9 unchanged sentences

Employment Agreement with M.

Scot Roberts, Ph.D.

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

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

The agreement provided that Dr.

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

Roberts and the Company.

The agreement provided Dr.

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

In addition, Dr.

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

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

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

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

Roberts will be entitled to receive severance equal to six months of base salary continuation payments, six months of continued coverage under the health insurance plans in which the executive participated at the time of the termination and payment of any unpaid prior year’s annual bonus.

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

The agreement also provides that if any payments, whether under the agreement or otherwise, payable to him would be subject to the golden parachute excise tax under Section 4999 of the Code, such payments will be reduced to the extent necessary to avoid the excise tax if doing so would result in a greater net after tax payment to him.

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

Under the agreement with Dr.

Roberts, “cause” generally means his (i) material breach of his fiduciary duties, (ii) material breach of the agreement, (iii) willful failure or refusal to follow Altimmune’s written policies, (iv) conviction of, or plea of guilty or nolo contendere to, a felony or (v) continuing and willful failure to act as directed by Altimmune’s board of directors or its chief executive officer.

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

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

Under the agreement, Dr.

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

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

Employment Agreement with M.

Scott Harris, M.D.

14 unchanged sentences

Harris will be entitled to receive severance equal to six months of base salary continuation payments, six months of continued coverage under the health insurance plans in which the executive participated at the time of the termination and payment of any unpaid prior year’s annual bonus.

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

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

7 unchanged sentences

Employment Agreement with Raymond M.

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

Jordt, the Chief Business Officer.

The agreement provided that Mr.

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

Jordt and the Company.

The agreement provided Mr.

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

In addition, Mr.

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

In addition, Mr.

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

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

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

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

Jordt will be entitled to receive severance equal to 12 months of base salary continuation payments, 12 months of continued coverage under the health insurance plans in which the executive participated at the time of the termination and payment of any unpaid prior year’s annual bonus.

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

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

Under the agreement with Mr.

Jordt, “cause” generally means his (i) material breach of his fiduciary duties, (ii) material breach of the agreement, (iii) willful failure or refusal to follow Altimmune’s written policies, (iv) conviction of, or plea of guilty or nolo contendere to, a felony or (v) continuing and willful failure to act as directed by Altimmune’s board of directors or its chief executive officer.

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

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

Under the agreement, Mr.

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

Outstanding Equity Awards at 2024 Fiscal Year-End

6 unchanged sentences

Not Vested ($)(17)

Scot Roberts, Ph.D.

Scott Harris, M.D.

1 unchanged sentence

The aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on January 1, 2020.

(2) On January 2, 2020, Dr.

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

(2) On January 2, 2020, Drs.

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

25% of the option vests and becomes exercisable on the first anniversary of the grant date and the aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on February 2, 2021.

(3) On February 1, 2021, Dr.

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

(4) On February 1, 2021, Dr.

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

These options are fully vested.

(3) On February 1, 2021, Drs.

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

25% of the option

vests and becomes exercisable on the first anniversary of the grant date and the aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on March 1, 2022.

(4) On February 1, 2021, Drs.

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

The RSUs vest equally over a four-year period commencing on February 1, 2022.

(5) On February 2, 2022, Dr.

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

(5) On February 2, 2022, Drs.

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

(6) On February 2, 2022, Dr.

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

(6) On February 2, 2022, Drs.

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

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

(7) On January 30, 2023, Dr.

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

(7) On January 30, 2023, Drs.

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

(8) On January 30, 2023, Dr.

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

(8) On January 30, 2023, Drs.

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

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

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

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

(10) On January 3, 2023, Mr.

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

(9) On January 25, 2024, Drs.

Garg, Roberts and Harris were granted an option to purchase 470,000, 163,200 and 163,200, respectively, shares of Common Stock of the Company at an exercise price of $9.28 per share.

(11) On January 3, 2023, Mr.

Jordt was granted 37,500 RSUs.

(10) On January 25, 2024, Drs.

Garg, Roberts and Harris were granted 168,200, 58,400 and 58,400 RSUs, respectively.

The RSUs vest equally over a four-year period commencing on January 25, 2025.

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

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

These options are fully vested.

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

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

This option was fully vested.

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

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

This option was fully vested.

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

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

This option was fully vested.

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

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

This option was fully vested.

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

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

This option was fully vested.

(17) Represents the fair market value of the shares underlying unvested RSUs as of December 31, 2024, based upon the closing price of our Common Stock on December 31, 2024 of $7.21.

Director Compensation

In September 2024, the Company’s Board approved an update to the then-existing non-employee director compensation policy effective as of January 1, 2025.

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

Accordingly, the Board increased the cash compensation for Audit Committee Members from $9,000 in 2024 to $10,000 in 2025, for the Compensation Committee Members from $6,000 in 2024 to $7,500 in 2025, for the Nominating Committee Members from $5,000 in 2024 to $6,000 in 2025 and for the Nominating Committee Chairperson from $10,000 in 2024 to $12,000 in 2025.

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

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

In addition, new non-employee directors that qualify under the program receive an initial award in the form of an option to purchase shares of the Company’s Common Stock equal to two times the Annual Director Option Grant Amount upon their election to the board.

In addition, new non-employee directors that qualify under the program to receive an initial award in the form of an option to purchase shares of the Company’s Common Stock equal to two times the Annual Director Option Grant Amount upon their election to the board.

Any such option shall vest in equal monthly installments during the 36 months following the date upon which the director is first elected to the Board.

16 unchanged sentences

Catherine Sohn, Pharm D (9)

Teri Lawver (10)

Jerome Durso (11)

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

2 unchanged sentences

Sayare held unexercised options to purchase an aggregate of 165,934 shares of the Common Stock of the Company.

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

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

Drutz’s service as a director ended on September 26, 2024.

(4) As of December 31, 2024, Mr.

10 unchanged sentences

Sohn held unexercised options to purchase an aggregate of 108,000 shares of the Common Stock of the Company.

Lawver joined our Board in February 2025.

Durso Joined our Board in February 2025.

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

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

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

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

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

The following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stock as of February 24, 2025 by (i) each person or group of persons known by us to beneficially own more than five percent of our Common Stock, (ii) each of our named executive officers, (iii) each of our directors and nominees for director and (iv) all of our directors and executive officers as a group.

The following table gives effect to the shares of Common Stock issuable within 60 days of February 24, 2025 upon the exercise of all options and other rights beneficially owned by the indicated stockholders on that date.

Beneficial ownership is determined in accordance with Rule 13d-3 promulgated under Section 13 of the Securities Exchange Act of

1934, as amended, and includes voting and investment power with respect to shares.

Percentage of beneficial ownership is based on 77,013,658 shares of Common Stock outstanding at the close of business on February 24, 2025.

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

3 unchanged sentences

5% or Greater Stockholders:

Ameriprise Financial, Inc.

BlackRock, Inc.

The Vanguard Group (3)

Ameriprise Financial, Inc.

Directors and Named Executive Officers:

Scot Roberts (4)

Scott Harris (5)

4 unchanged sentences

Catherine Sohn, Pharm D (12)

Teri Lawver (13)

Jerome Durso (14)

All Executive Officers and Directors as a Group (14 persons) (15)

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

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

(1) This information is based solely on information reported on a Schedule 13G/A filed with the SEC on February 5, 2025 on behalf of BlackRock, Inc.

According to the report, BlackRock has sole voting dispositive and power with respect to 6,159,305 shares of the Common Stock of the Company.

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

(2) This information is based solely on information reported on a Schedule 13G/A filed with the SEC on February 14, 2025 on behalf of Ameriprise Financial, Inc., TAM UK International Holdings Limited, Threadneedle Holdings Limited, TAM UK Holdings Limited, Threadneedle Asset Management Holdings Limited, TC Financing Ltd, Threadneedle Asset Management Limited and Threadneedle Investment Services Limited, collectively (“Ameriprise Entities”).

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

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

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

According to the report, Ameriprise Financial, Inc.

2 unchanged sentences

Minneapolis, MN 55474.

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

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

Common Stock of the Company.

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

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

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

The principal business address of The Vanguard Group - 23-1945930 is 100 Vanguard Blvd.

Malvern, PA 19355.

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

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

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

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

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

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

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

(3) Consists of 355,082 shares of Common Stock, and 1,201,393 shares of Common Stock which can be acquired upon exercise of outstanding options or vesting of restricted stock within 60 days of February 24, 2025.

(4) Consists of 73,220 shares of Common Stock and 332,917 shares of Common Stock which can be acquired upon exercise of outstanding options or vesting of restricted stock within 60 days of February 24, 2025.

(5) Consists of 81,856 shares of Common Stock and 408,791 shares of Common Stock which can be acquired upon exercise of outstanding options or vesting of restricted stock within 60 days of February 24, 2025.

(6) Consists of 26,363 shares of Common Stock and 148,484 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2025

(7) Consists of 2,771 shares of Common Stock and 137,317 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2025.

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

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

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

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

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

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

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

Hodges is deemed to be the beneficial owner of these securities and 137,317 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2025.

(9) Consists of 9,179 shares of Common Stock and 137,317 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2025.

(10) Consists of 8,498 shares of Common Stock and 116,650 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2025.

(11) Consists of 123,040 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2025.

(12) Consists of 76,189 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2025.

(13) Consists of 3,878 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2025.

(14) Consists of 3,878 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 24, 2025.

(15) Includes 618,450 shares of Common Stock held by the Company’s current directors and executive officers and 2,948,483 shares of Common Stock that can be acquired by the Company’s current directors and executive officers upon the exercise of outstanding options or vesting of restricted stock within 60 days of February 24, 2025.

Equity Compensation Plan Information

8 unchanged sentences

Equity compensation plans not approved by security holders (1)

(1) Represents shares underlying awards issued pursuant to the Company’s 2018 Inducement Grant Plan and shares remaining available for issuance thereunder.

Please see Note 9 Stock-Based Compensation to our Annual Report on Form 10-K for the year ended December 31, 2024, for additional information regarding the Inducement Plan.

Certain Relationships and Related Transactions, and Director Independence

12 unchanged sentences

Also, each of the directors who serve on the Compensation Committee has been determined to be a “non-employee director” for purposes of the applicable SEC rules and regulations and an “outside director” for purposes of the applicable tax rules.

In making its independence determinations, the Board considered transactions occurring since the beginning of 2018 between the Company and entities associated with the independent directors or members of their immediate family, including the transaction whereby Catherine Sohn entered into a consulting agreement with the Company on February 6, 2025.

In each case, the Board determined that, because of the nature of the director’s relationship with the entity and/or the amount involved, the relationship did not impair the director’s independence.

3 unchanged sentences

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

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

We review relationships and transactions in which the Company and our related parties are participants to determine whether such related persons have

a direct or indirect material interest.

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

2 unchanged sentences

Except as described below and other than Board or employment relationships and compensation resulting from those employment relationships, no director, executive officer, holder or more than five percent of the outstanding shares of our Common Stock or immediate family member of any of the foregoing, was a party to any transaction or series of transactions since January 1, 2024, or is to be a party to any currently proposed transaction or series of proposed transactions, in which (i) the Company (including any of its subsidiaries) was, is, or will be a participant, (ii) the amount involved will, or may be, expected to exceed $120,000 for any related party group within the combined periods required to be presented in the financial statements, and (iii) any related party had, has, or will have a direct or indirect interest other than solely as a result of being a director of another entity.

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

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

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

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

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

12 unchanged sentences

(i) the independent registered public accounting firm’s internal quality-control procedures;

and (ii) all relationships between the independent registered public accounting firm and the Company, including at least the matters set forth in Independence Standards Board Standard No.

and (ii) all relationships between the independent registered public accounting firm and the Company, including at least the matters set forth in Independence Standards Board Standard

1 (Independence Discussion with Audit Committees), in order to assess the independent registered public accounting firm’s independence.

18 unchanged sentences

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

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

Description of Registrant’s Securities

13 unchanged sentences

Altimmune, Inc.

Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.7 to the Registrant’s Form 10-K filed on February 28, 2023 )

Non-Employee Director Compensation Policy

Amended and Restated License Agreement, dated July 12, 2019, by and between Mederis Diabetes, LLC and Spitfire Pharma, Inc.

9 unchanged sentences

Jordt (incorporated by reference to Exhibit 10.30 to the Registrant’s Form 10-K filed on February 28, 2023)

Equity Distribution Agreement, dated February 25, 2021, by and among Altimmune, Inc.

and Piper Sandler & Co., Evercore Group L.L.C.

Riley Securities, Inc.

(incorporated by reference to Exhibit 1.1 to the Registrant’s Form 8-K filed on February 25, 2021)

Employment Agreement, dated November 6, 2024, by and between Altimmune, Inc.

and Gregory Weaver (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on November 12, 2024)

Equity Distribution Agreement, dated February 28, 2023 among the Registrant and Evercore Group L.L.C., JMP Securities LLC and B.

1 unchanged sentence

(incorporated by reference to Exhibit 1.2 to the Registrant’s Form S-3ASR filed on February 28, 2023)

Consulting Agreement, dated February 6, 2025, by and between Altimmune, Inc.

and Catherine Sohn

Insider Trading Policies and Procedures

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

18 unchanged sentences

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in the city of Gaithersburg, State of Maryland, on the 27 th day of March 2024.

ALTIMMUNE, INC.

2 unchanged sentences

BY THESE PRESENTS, each person whose signature appears below constitutes and appoints Vipin K.

Garg and Richard Eisenstadt his true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this annual report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S.

Garg and Gregory Weaver his true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this annual report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S.

Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

1 unchanged sentence

President, Chief Executive Officer and Director (Principal Executive Officer)

March 27, 2024

/s/ Richard Eisenstadt

Richard Eisenstadt

February 27, 2025

/s/ Gregory Weaver

Gregory Weaver

Chief Financial Officer, (Principal Financial Officer and Principal Accounting Officer)

March 27, 2024

February 27, 2025

/s/ Mitchel Sayare, Ph.D.

1 unchanged sentence

Chairman of the Board

March 27, 2024

February 27, 2025

/s/ John Gill

March 27, 2024

February 27, 2025

/s/ Philip Hodges

Philip Hodges

March 27, 2024

/s/ David Drutz, M.D.

David Drutz, M.D.

March 27, 2024

February 27, 2025

Schafer, M.D.

March 27, 2024

February 27, 2025

/s/ Wayne Pisano

March 27, 2024

February 27, 2025

/s/ Diane Jorkasky, M.D.

Diane Jorkasky, M.D.

March 27, 2024

February 27, 2025

/s/ Catherine Sohn, Pharm D.

Catherine Sohn, Pharm D.

March 27, 2024

February 27, 2025

/s/ Teri Lawver

February 27, 2025

/s/ Jerome Durso

February 27, 2025

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 9A. Controls and Procedures