Item 1. Financial Statements
Item 1. Financial Statements
ALTIMMUNE, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per-share amounts)
September 30,
December 31,
2025
2024
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$
61,236
$
36,926
Restricted cash
42
42
Total cash, cash equivalents and restricted cash
61,278
36,968
Short-term investments
149,540
94,965
Accounts and other receivables
845
544
Income tax and R&D incentive receivables
547
2,573
Prepaid expenses and other current assets
4,405
2,204
Total current assets
216,615
137,254
Property and equipment, net
337
413
Other assets
1,495
1,639
Total assets
$
218,447
$
139,306
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$
4,804
$
211
Accrued expenses and other current liabilities
7,802
10,257
Total current liabilities
12,606
10,468
Term loan, noncurrent
14,445
—
Other noncurrent liabilities
5,795
5,330
Total liabilities
32,846
15,798
Commitments and contingencies (Note 10)
Stockholders’ equity:
Common stock, $ 0.0001 par value; 200,000,000 shares authorized; 95,598,665 and 72,352,701 shares issued and outstanding as of September 30, 2025 and December 31 2024, respectively
10
7
Additional paid-in capital
812,732
689,864
Accumulated deficit
( 622,125 )
( 561,390 )
Accumulated other comprehensive loss, net
( 5,016 )
( 4,973 )
Total stockholders’ equity
185,601
123,508
Total liabilities and stockholders’ equity
$
218,447
$
139,306
The accompanying notes are an integral part of the unaudited consolidated financial statements.
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ALTIMMUNE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(In thousands, except share and per-share amounts)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
Revenues
$
5
$
5
$
15
$
15
Operating expenses:
Research and development
14,960
19,803
48,023
62,445
General and administrative
5,904
4,969
17,588
15,876
Total operating expenses
20,864
24,772
65,611
78,321
Loss from operations
( 20,859 )
( 24,767 )
( 65,596 )
( 78,306 )
Other income (expense):
Interest expense
( 495 )
( 6 )
( 760 )
( 8 )
Interest income
2,426
1,910
5,103
6,505
Other income (expense), net
( 86 )
18
( 163 )
( 70 )
Total other income (expense), net
1,845
1,922
4,180
6,427
Net loss before income taxes
( 19,014 )
( 22,845 )
( 61,416 )
( 71,879 )
Income tax expense (benefit)
—
—
( 681 )
—
Net loss
( 19,014 )
( 22,845 )
( 60,735 )
( 71,879 )
Other comprehensive income — unrealized gain (loss) on short-term investments
23
347
( 43 )
159
Comprehensive loss
$
( 18,991 )
$
( 22,498 )
$
( 60,778 )
$
( 71,720 )
Net loss per share, basic and diluted
$
( 0.21 )
$
( 0.32 )
$
( 0.74 )
$
( 1.01 )
Weighted-average common shares outstanding, basic and diluted
89,418,028
71,084,787
82,198,581
70,927,222
The accompanying notes are an integral part of the unaudited consolidated financial statements.
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ALTIMMUNE, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
(In thousands, except share amounts)
Accumulated
Additional
Other
Total
Common Stock
Paid-In
Accumulated
Comprehensive
Stockholders’
Shares
Amount
Capital
Deficit
Loss
Equity
Balance at December 31, 2024
72,352,701
$
7
$
689,864
$
( 561,390 )
$
( 4,973 )
$
123,508
Stock-based compensation
—
—
4,015
—
—
4,015
Exercise of stock options
1,250
—
4
—
—
4
Vesting of restricted stock awards including withholding, net
165,259
—
( 678 )
—
—
( 678 )
Issuance of common stock from Employee Stock Purchase Plan
32,872
—
170
—
—
170
Issuance of common stock in at-the-market offerings, net
5,273,368
1
34,747
—
—
34,748
Unrealized (loss) gain on short-term investments
—
—
—
—
( 30 )
( 30 )
Net loss
—
—
—
( 19,575 )
—
( 19,575 )
Balance at March 31, 2025
77,825,450
$
8
$
728,122
$
( 580,965 )
$
( 5,003 )
$
142,162
Stock-based compensation
—
$
—
$
3,566
$
—
$
—
$
3,566
Exercise of stock options
1,667
—
4
—
—
4
Vesting of restricted stock awards including withholding, net
2,621
—
( 6 )
—
—
( 6 )
Issuance of common stock in at-the-market offerings, net
7,246,562
1
37,822
—
—
37,823
Unrealized (loss) gain on short-term investments
—
—
—
—
( 36 )
( 36 )
Net loss
—
—
—
( 22,146 )
—
( 22,146 )
Balance at June 30, 2025
85,076,300
$
9
$
769,508
$
( 603,111 )
$
( 5,039 )
$
161,367
Stock-based compensation
—
$
—
$
3,554
$
—
$
—
$
3,554
Exercise of stock options
11,250
—
33
—
—
33
Issuance of common stock from Employee Stock Purchase Plan
38,470
—
121
—
—
121
Issuance of common stock in at-the-market offerings, net
10,472,645
1
39,516
—
—
39,517
Unrealized (loss) gain on short-term investments
—
—
—
—
23
23
Net loss
—
—
—
( 19,014 )
—
( 19,014 )
Balance at September 30, 2025
95,598,665
$
10
$
812,732
$
( 622,125 )
$
( 5,016 )
$
185,601
The accompanying notes are an integral part of the unaudited consolidated financial statements.
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ALTIMMUNE, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
(In thousands, except share amounts)
Accumulated
Additional
Other
Total
Common Stock
Paid-In
Accumulated
Comprehensive
Stockholders’
Shares
Amount
Capital
Deficit
Loss
Equity
Balance at December 31, 2023
70,677,400
$
7
$
665,427
$
( 466,331 )
$
( 5,004 )
$
194,099
Stock-based compensation
—
—
3,650
—
—
3,650
Exercise of stock options
1,250
—
9
—
—
9
Vesting of restricted stock awards including withholding, net
107,875
—
( 600 )
—
—
( 600 )
Issuance of common stock from Employee Stock Purchase Plan
62,609
—
169
—
—
169
Issuance of common stock upon exercise of warrants
50,000
—
161
—
—
161
Unrealized (loss) gain on short-term investments
—
—
—
—
( 157 )
( 157 )
Net loss
—
—
—
( 24,394 )
—
( 24,394 )
Balance at March 31, 2024
70,899,134
$
7
$
668,816
$
( 490,725 )
$
( 5,161 )
$
172,937
Stock-based compensation
—
$
—
$
4,311
$
—
$
—
$
4,311
Exercise of stock options
64,433
—
198
—
—
198
Vesting of restricted stock awards including withholding, net
82,700
—
( 244 )
—
—
( 244 )
Unrealized (loss) gain on short-term investments
—
—
—
—
( 31 )
( 31 )
Net loss
—
—
—
( 24,640 )
—
( 24,640 )
Balance at June 30, 2024
71,046,267
$
7
$
673,081
$
( 515,365 )
$
( 5,192 )
$
152,531
Stock-based compensation
—
$
—
$
3,078
$
—
$
—
$
3,078
Exercise of stock options
52,584
—
139
—
—
139
Vesting of restricted stock awards including withholding, net
1,308
—
( 4 )
—
—
( 4 )
Issuance of common stock from Employee Stock Purchase Plan
24,248
—
131
—
—
131
Unrealized (loss) gain on short-term investments
—
—
—
—
347
347
Net loss
—
—
—
( 22,845 )
—
( 22,845 )
Balance at September 30, 2024
71,124,407
$
7
$
676,425
$
( 538,210 )
$
( 4,845 )
$
133,377
The accompanying notes are an integral part of the unaudited consolidated financial statements.
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ALTIMMUNE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Nine Months Ended
September 30,
2025
2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
$
( 60,735 )
$
( 71,879 )
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense
11,135
11,039
Depreciation of property and equipment
86
205
Accretion of discounts on short-term investments
( 1,313 )
( 3,031 )
Amortization of debt discount and costs
171
—
Loss on foreign currency exchange
116
69
Deferred income tax benefit
( 681 )
—
Changes in operating assets and liabilities:
Accounts receivable
( 301 )
683
Prepaid expenses and other assets
( 1,903 )
3,920
Accounts payable
4,593
( 937 )
Accrued expenses and other liabilities
( 1,962 )
( 2,482 )
Income tax and R&D incentive receivables
2,707
830
Net cash used in operating activities
( 48,087 )
( 61,583 )
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales and maturities of short-term investments
143,589
60,500
Purchases of short-term investments
( 196,894 )
( 102,518 )
Purchases of property and equipment
( 10 )
—
Net cash used in investing activities
( 53,315 )
( 42,018 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of deferred offering costs
( 298 )
—
Proceeds from exercises of warrants
—
161
Proceeds from term loan
15,000
—
Payment for debt issuance costs
( 726 )
—
Proceeds from issuance of common stock in at-the-market offerings, net
112,088
—
Proceeds from issuance of common stock from Employee Stock Purchase Plan
291
300
Proceeds from exercises of stock options
41
346
Payments for tax withholding in share-based compensation
( 684 )
( 848 )
Net cash provided by (used in) financing activities
125,712
( 41 )
Net increase (decrease) in cash and cash equivalents and restricted cash
24,310
( 103,642 )
Cash, cash equivalents and restricted cash at beginning of period
36,968
135,158
Cash, cash equivalents and restricted cash at end of period
$
61,278
$
31,516
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest
$
460
$
—
Cash received from income tax refunds
$
1,422
$
—
SUPPLEMENTAL NON-CASH ACTIVITIES:
Operating lease liability and right-of-use asset addition
$
—
$
1,409
The accompanying notes are an integral part of the unaudited consolidated financial statements.
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ALTIMMUNE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Nature of Business and Basis of Presentation
Nature of Business
Altimmune, Inc., headquartered in Gaithersburg, Maryland, United States, together with its subsidiaries (collectively, the “Company” or “Altimmune”) is a late clinical-stage biopharmaceutical company incorporated under the laws of the State of Delaware.
The Company is developing novel peptide-based therapeutics for liver and cardiometabolic diseases. The Company’s lead program is pemvidutide (formerly known as ALT-801), a balanced 1:1 glucagon/GLP-1 dual receptor agonist for the treatment of metabolic dysfunction-associated steatohepatitis (“MASH”), alcohol use disorder (“AUD”) and alcohol-associated liver disease (“ALD”). The Company may also pursue additional indications for pemvidutide that leverage its differentiated clinical profile. 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.
Basis of Presentation
The accompanying unaudited consolidated financial statements are prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete consolidated financial statements and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2024, included in the Annual Report on Form 10-K which was filed with the SEC on February 27, 2025. In the opinion of management, the Company has prepared the accompanying unaudited consolidated financial statements on the same basis as the audited consolidated financial statements, and these consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year 2025 or any future years or periods.
The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
The accompanying unaudited consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets, and the satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
2. Summary of Significant Accounting Policies
During the nine months ended September 30, 2025, there have been no significant changes to the Company’s summary of significant accounting policies contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 27, 2025.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates
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and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to, the valuation of share-based awards, income taxes, prepaids, and accruals for research and development activities. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable. However, actual results could differ from those estimates.
Income Taxes
During the nine months ended September 30, 2025, the Company has recorded a discrete tax benefit of approximately $ 0.7 million, related to a portion of carryback claims with the State of Maryland of which the Company previously held an uncertain tax position against. Other than the discrete tax benefit discussed above, due to a full valuation allowance, the Company did no t record an income tax expense (benefit) for either of the three and nine months ended September 30, 2025 and 2024. The Company calculates its quarterly income tax provision based on estimated, annual effective tax rates applied to ordinary income (or loss) and other known items computed and recognized as they occur. The Company’s total provision is based on the United States statutory rate, increased by state and foreign taxes and reduced by a full valuation allowance on the Company’s deferred tax assets.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently assessing its impact on our consolidated financial statements and will continue to evaluate the full impact of these legislative changes as additional guidance becomes available; however, it does not expect the OBBBA to have a material impact on our estimated annual effective tax rate in 2025.
Debt discount and issuance costs
The Company accounts for fees paid to lenders, as compensation for services beyond their role as a creditor, and third parties whose costs are directly related to issuing debt as debt issuance cost. Amounts paid to the lender as a reduction in the proceeds received are considered a discount on the issuance. Debt issuance costs and discounts related to term loans are reported as a direct deduction from the outstanding debt and amortized over the term of the loan using the effective interest method as an additional interest expense.
3. Fair Value Measurements
The Company’s assets measured at fair value on a recurring basis as of September 30, 2025 consisted of the following (in thousands):
Fair Value Measurement at September 30, 2025
Total
Level 1
Level 2
Level 3
Assets:
Cash equivalents - money market funds
$
16,640
$
16,640
$
—
$
—
Cash equivalents - agency debt securities
1,990
—
1,990
—
Cash equivalents - commercial paper
11,621
—
11,621
—
Cash equivalents - US treasury
5,964
—
5,964
—
Short-term investments
149,540
—
149,540
—
Total
$
185,755
$
16,640
$
169,115
$
—
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The Company’s assets measured at fair value on a recurring basis as of December 31, 2024 consisted of the following (in thousands):
Fair Value Measurement at December 31, 2024
Total
Level 1
Level 2
Level 3
Assets:
Cash equivalents - money market funds
$
27,279
$
27,279
$
—
$
—
Short-term investments
94,965
—
94,965
—
Total
$
122,244
$
27,279
$
94,965
$
—
Short-term investments have been initially valued at the transaction price and subsequently valued at the end of each reporting period utilizing third party pricing services or other market observable data (Level 2). The pricing services utilize industry standard valuation models, including both income and market-based approaches and observable market inputs to determine value. The Company’s short-term investments have a maturity date of one year or less.
Short-term investments with quoted prices as of September 30, 2025 as shown below (in thousands):
September 30, 2025
Unrealized Gain
Unrealized Gain
Amortized Cost
Unrealized (Loss) Gain
Credit loss
Market Value
United States treasury securities
$
49,233
$
7
$
—
$
49,240
Commercial paper and corporate debt securities
86,356
8
—
86,364
Asset backed securities
8,001
5
—
8,006
Agency debt securities
5,927
3
—
5,930
Total
$
149,517
$
23
$
—
$
149,540
Short-term investments with quoted prices as of December 31, 2024 as shown below (in thousands):
December 31, 2024
Unrealized Gain
Unrealized Gain
Amortized Cost
Unrealized (Loss) Gain
Credit Loss
Market Value
United States treasury securities
$
21,375
$
16
$
—
$
21,391
Commercial paper and corporate debt securities
52,641
15
—
52,656
Asset backed securities
5,951
14
—
5,965
Agency debt securities
14,931
22
—
14,953
Total
$
94,898
$
67
$
—
$
94,965
During the nine months ended September 30, 2025, the Company recognized approximately $ 0.1 million realized net loss from the sales of available-for-sale debt securities that were classified as short-term investments. These investments had an insignificant amount of unrealized net loss that was reclassified out of other comprehensive income.
As of September 30, 2025 and December 31, 2024, none of the unrealized losses on the Company’s short-term investments were a result of credit loss; therefore, any unrealized losses were recognized in other comprehensive income.
As of September 30, 2025 and December 31, 2024, the Company had $ 0.7 million and $ 0.4 million, respectively, accrued interest on short-term investments included in “Accounts and other receivables” on the accompanying Consolidated Balance Sheets.
The carrying amounts of the Company’s debt approximate fair value because the rates are floating rates based on the prime lending rate, which approximates market rates (see Note 5) and represents a Level 2 fair value measurement.
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Separate disclosure is required for assets and liabilities measured at fair value on a recurring basis from those measured at fair value on a non-recurring basis. Assets recorded at fair value on a non-recurring basis, such as property and equipment and intangible assets are recognized at fair value when they are impaired. During the nine months ended September 30, 2025 and year ended December 31, 2024, the Company had no assets or liabilities that were measured at fair value on a non-recurring basis.
4. Accrued Expenses
Accrued expenses and other current liabilities consist of the following (in thousands):
September 30, 2025
December 31, 2024
Accrued professional services
$
403
$
401
Accrued payroll and employee benefits
2,411
3,079
Accrued research and development
4,564
6,443
Lease obligation, current portion
247
279
Accrued interest and other
177
55
Total accrued expenses and other current liabilities
$
7,802
$
10,257
5. Term Loan
On May 13, 2025 (“Closing Date”), the Company and certain of its subsidiaries entered into a Loan and Security Agreement (“Loan Agreement”) with Hercules Capital, Inc. (“Hercules”) and the lenders party thereto, pursuant to which the lenders will make available up to four tranches of term loans in an aggregate principal amount of $ 100.0 million (the “Term Loan”), subject to certain terms and conditions.
Under the terms of the Loan Agreement, the first Term Loan tranche was drawn down on the Closing Date in an aggregate principal amount of $ 15.0 million. Upon the achievement of certain milestones and subject to other terms and conditions set out in the Loan Agreement, (i) the second Term Loan tranche will be made available in an aggregate principal amount of up to $ 25.0 million and (ii) the third Term Loan tranche will be made available in an aggregate principal amount of up to $ 15.0 million. The fourth Term Loan tranche will be made available in an aggregate principal amount of up to $ 45.0 million subject to the approval of the lenders.
The Term Loan will mature on January 1, 2029 (the “Maturity Date”). The Term Loan bears interest equal to the greater of (a) the prime rate as reported in The Wall Street Journal plus 2.45 % and (b) (i) 9.95 % until December 31, 2025, and (ii) 9.45 % thereafter (the “Interest Rate”). The Company may make payments of interest only through June 1, 2027, which will be extended to December 1, 2027, June 1, 2028, or December 1, 2028, if certain conditions described in the Loan Agreement are met. Thereafter, the Company is obligated to make payments that will include installments of principal and interest through the Maturity Date.
The Loan Agreement includes customary representations and warranties and covenants associated with the Term Loan. Such terms include (1) covenants concerning financial and other reporting obligations, and (2) certain limitations on indebtedness, liens, investments, distributions (including dividends), collateral, transfers, mergers or acquisitions, taxes, corporate changes, and deposit accounts. Compliance with the financial covenant will be conditionally waived pursuant to the terms of the Loan Agreement when the Company’s market capitalization exceeds $ 800 million. The Loan Agreement includes customary events of default, including payment defaults, breaches of representations and warranties, breaches of covenants following any applicable cure period and the occurrence of certain events that could reasonably be expected to have a “material adverse effect” as set forth in the Loan Agreement. As of September 30, 2025, the Company was in compliance with the covenants under the Loan Agreement.
The obligation under the Loan Agreement is secured by a security interest in substantially all of the Company’s assets and the assets of its subsidiaries that are co-borrowers or guarantors. Upon the occurrence of an event of default, Hercules will be entitled to exercise remedies, including acceleration of the Term Loan obligations and foreclosure on collateral.
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The Loan Agreement provides for a prepayment charge equal to 3.0 % of the outstanding principal balance of the Term Loan if prepayment is made within the twelve months after closing, 2.0 % if within the twenty-four months after closing, 1.0 % if within the thirty-six months after closing and 0.0 % thereafter. The Loan Agreement provides for an end of term charge of 6.25 % of the funded loan amount, due at the earlier of prepayment or maturity. Pro-rata payment of any earned end of term charge will be due upon any partial prepayment (the “End of Term Charge”). In addition, the Loan Agreement requires the Company to pay a facility charge of 1.0 % of the Term Loan funded due at the Closing Date and of each subsequent Term Loan tranche at the time such tranche is funded.
The Company accounted for the End of Term Charge, Facility Charge, and other direct costs incurred in connection with the Loan Agreement as a debt discount and issuance costs, and they are being amortized over the term of the loan using the effective interest method. The effective interest rate on the Term Loan is 14.4 %.
The Company incurred interest expense on the Term Loan, including debt discount and issuance costs amortization, of $ 0.5 million and $ 0.8 million during the three and nine months ended September 30, 2025, respectively.
The Term Loan consists of the following (in thousands):
September 30, 2025
December 31, 2024
Term loan principal amount
$
15,000
$
—
End of term charge
937
—
Unamortized discount and issuance costs
( 1,492 )
—
Total term loan
14,445
—
Less: current portion of term loan
—
—
Total term loan, net of current portion
$
14,445
$
—
Future principal loan payments on the currently outstanding Term Loan as of September 30, 2025 are as follows (in thousands):
2025 - remainder of the year
$
—
2026
—
2027
4,449
2028
7,266
2029
3,285
Total future principal payments
15,000
Add: End of term charge
937
Less: Unamortized discount and issuance costs
( 1,492 )
Less: Current portion of term loan
—
Total term loan, net of current portion
$
14,445
6. Other Noncurrent Liabilities
The Company’s other noncurrent liabilities are summarized as follows (in thousands):
September 30, 2025
December 31, 2024
Research and development incentive credit
$
4,416
$
3,746
Lease obligation, long-term portion
1,213
1,402
Conditional economic incentive grants
160
160
Other
6
22
Total other noncurrent liabilities
$
5,795
$
5,330
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7. 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 September 30, 2025, the Company had 95,598,665 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. As of September 30, 2025, the Company had no shares of preferred stock issued and outstanding .
At-the-Market Offerings
On February 27, 2025, the Company entered into an Equity Distribution Agreement (the “2025 Agreement”) with Leerink Partners LLC, Piper Sandler & Co. and Stifel, Nicolaus & Company, Incorporated, serving as sales agents (the “2025 Sales Agents”) with respect to an at-the-market offerings program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, having an aggregate offering price of up to $ 150.0 million (the “2025 Shares”) through the 2025 Sales Agents (the “2025 Offering”). All Shares offered and sold in the 2025 Offering will be issued pursuant to the Company’s Registration Statement on Form S-3 filed with the SEC on February 27, 2025, which was declared effective on March 13, 2025, and the prospectus supplements related to the 2025 Offering that form a part of the Registration Statement. The Company capitalized approximately $ 0.3 million of other offering costs which will offset the proceeds received from the shares sold under the 2025 Agreement. During the nine months ended September 30, 2025, the Company has sold 18,524,709 shares of common stock under the 2025 Agreement resulting in approximately $ 81.9 million in proceeds, net of $ 2.7 million commission and other offering costs, and as of September 30, 2025, $ 65.4 million remained available to be sold under the 2025 Agreement. As of September 30, 2025, there was $ 0.1 million deferred offering costs included in prepaid expenses and other current assets on the accompanying consolidated balance sheets.
On February 28, 2023, the Company entered into an Equity Distribution Agreement (the “2023 Agreement”) with Evercore Group L.L.C., JMP Securities LLC and B. Riley Securities, Inc., serving as sales agents (the “2023 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 $ 150.0 million (the “2023 Shares”) through the 2023 Sales Agents (the “2023 Offering”). All 2023 Shares offered and sold in the 2023 Offering were issued pursuant to the Company’s Registration Statement on Form S-3 filed with the SEC on February 28, 2023. During the nine months ended September 30, 2025, the Company has sold 4,467,866 shares of common stock under the 2023 Agreement resulting in approximately $ 30.2 million in proceeds, net of $ 1.0 million commission and other offering costs. Since inception through the expiration of the 2023 Agreement in February 2025, the Company sold 26,129,903 shares of common stock under the 2023 Agreement, resulting in approximately $ 126.8 million in proceeds, As of September 30, 2025, there were no remaining shares available under the 2023 Agreement as the 2023 Agreement was terminated.
8. Stock-Based Compensation
2017 Omnibus Incentive Plan (Omnibus Plan)
The Company’s Omnibus Plan provides for an annual increase 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. 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 shares of common stock.
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Stock Options
The Company’s stock option awards generally vest over four years and typically have a contractual life of ten years . As of September 30, 2025, there was $ 20.2 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 2.6 years. During the nine months ended September 30, 2025, the Company granted 2,672,150 stock options with a weighted average exercise price of $ 5.86 and per share weighted average grant date fair value of $ 4.74 .
Information related to stock options outstanding as of September 30, 2025 is as follows (in thousands, except share, exercise price, and contractual term):
Weighted-Average
Weighted-
Remaining
Number of
Average
Contractual Term
Aggregate Intrinsic
Stock Options
Exercise Price
(Years)
Value
Outstanding, December 31, 2024
6,630,477
$
9.32
6.0
$
5,839
Granted
2,672,150
$
5.86
Exercised
( 14,167 )
$
2.91
Forfeited or expired
( 627,103 )
$
9.56
Outstanding, September 30, 2025
8,661,357
$
8.24
5.9
$
1,076
Exercisable, September 30, 2025
4,502,219
$
9.23
5.9
$
1,036
Vested and expected to vest, September 30, 2025
8,287,035
$
8.29
5.9
$
1,072
Restricted Stock Units (RSUs)
During the nine months ended September 30, 2025, the Company granted 577,700 shares of RSUs with a weighted average grant date fair value of $ 6.31 which vest over four years . As of September 30, 2025, the Company had unvested RSUs of 1,135,950 shares with total unrecognized compensation expense of $ 6.3 million, which the Company expects to recognize over a weighted average period of approximately 2.7 years. During the nine months ended September 30, 2025, the Company issued 167,880 shares of unrestricted common stock as a result of the vesting of 267,903 RSUs net of 100,023 shares of common stock withheld to satisfy tax withholding obligations.
2019 Employee Stock Purchase Plan (“ESPP”)
Under the ESPP, employees purchased 71,342 shares of the Company’s common stock for $ 0.3 million during the nine months ended September 30, 2025.
Stock-based Compensation Expense
Stock-based compensation expense is classified in the unaudited consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2025 and 2024 as follows (in thousands):
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
Research and development
$
1,522
$
1,545
$
4,851
$
4,794
General and administrative
2,032
1,533
6,284
6,245
Total
$
3,554
$
3,078
$
11,135
$
11,039
9. Net Loss Per Share
Because the Company has reported net loss attributable to common stockholders for the three and nine months ended September 30, 2025 and 2024, basic and diluted net loss per share attributable to common stockholders in each period are the same.
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Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average numbers of shares of common stock outstanding for the period.
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 RSUs 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 and stock options, that are excluded from the computation of diluted weighted-average shares outstanding, as they are anti-dilutive, are as follows:
Three and Nine Months Ended
September 30,
2025
2024
Common stock options
8,725,956
6,435,016
Restricted stock units
1,135,950
784,227
10. Commitments and Contingencies
Spitfire Acquisition
In July 2019, the Company entered into the Spitfire merger agreement to acquire all of the equity interests of Spitfire Pharma, Inc. (“Spitfire”). Spitfire was a privately held, preclinical pharmaceutical company developing novel peptide products for pharmaceutical indications, including pemvidutide for the treatment of MASH. As part of the agreement, the Company is obligated to make payments of up to $ 80.0 million upon the achievement of specified worldwide net sales of all products developed using the technology acquired from Spitfire Pharma, Inc. (the “Sales Milestone”) within ten years following the approval of a new drug application filed with the U. S. Food and Drug Administration (the “FDA”).
The contingent payments related to the Sales Milestones are predominately cash-based payments accounted for under FASB Accounting Standards Codification Topic 450, Contingencies. Accordingly, the Company will recognize the Sales Milestones when the contingency is probable and the amount can be reasonably estimated.
Litigation
On August 5, 2025, a class action complaint was filed in federal district court in the District of Maryland, Southern Division, naming as defendants the Company and two of the Company’s executive officers, which is now captioned In re Altimmune, Inc. Securities Litigation , Case No. 8:25-cv-02581 (D. Md.) (the “Securities Class Action”). The Securities Class Action 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 August 10, 2023 and June 25, 2025, including relating to pemvidutide and our IMPACT Phase 2b trial of pemvidutide in MASH. The plaintiff and class members seek, among other things, to have the action maintained as a class action under Rule 23 of the Federal Rules of Civil Procedure and for the defendants to pay damages, interest, and an award of costs, including attorneys’ fees. On October 16, 2025, the court appointed lead plaintiffs for the litigation. On October 29, 2025, the court entered an order requiring lead plaintiffs to file an amended complaint by November 26, 2025, and for defendants to file an answer or notice of intent to file a motion to dismiss such amended complaint by December 10, 2025. The Company intends to defend vigorously against this litigation.
On September 29, 2025, a shareholder derivative complaint was filed in federal district court in the District of Maryland, purportedly on behalf of the Company, naming as defendants two of the Company’s then-executive officers and eight of the Company’s current and former board members, captioned Alaraidah v. Altimmune, Inc., et al ., No. 8:25-cv-03223 (D. Md.) (the “Derivative Action”). The complaint is based upon allegations that are similar to those alleged in a class action complaint previously filed against us in the Securities Class Action and alleges claims for violations of
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Section 14(a) of the Securities Exchange Act of 1934, breaches of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and contribution under Sections 10(b) and 21D of the Securities Exchange Act of 1934 based on the defendants purportedly making or causing to be made false and misleading statements and omissions of material fact between August 10, 2023 and June 25, 2025. The complaint seeks unspecified monetary relief, restitution, costs, and equitable relief. The Company intends to defend vigorously against this litigation.
The Company is a party to various contracts that are subject to potential disputes, litigation, and claims arising in the ordinary course of business, none of which are currently reasonably possible or probable of material loss.
11. Segment Information
The Company is a late clinical-stage biopharmaceutical company developing novel peptide-based therapeutics for liver and cardiometabolic diseases. The Company’s lead program is pemvidutide, a balanced 1:1 glucagon/GLP-1 dual receptor agonist for the treatment of MASH, AUD and ALD. To date, the Company has not generated any revenue from the sale of any products.
The chief operating decision maker 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.
12. Subsequent Events
The Company evaluated subsequent events through the issuance date of the financial statements on this quarterly report on Form 10-Q.
During October 2025 and through the date of the issuance of the financial statements, the Company raised $ 33.8 million in net proceeds through the issuance of 8,743,720 shares of common stock pursuant to the 2025 Offering.
On November 5, 2025, (the “Amendment Closing”), the Company entered into an amendment to the Loan Agreement with Hercules and the lenders party thereto, pursuant to which the lenders will, subject to certain terms and conditions, increase the availability under the Term Loan from an aggregate principal amount of $ 100.0 million to $ 125.0 million. The Term Loan, as amended, is structured in four tranches. As disclosed in Note 5, the first Term Loan tranche was drawn down on the Closing Date in an aggregate principal amount of $ 15.0 million. The second Term Loan tranche was drawn down on the Amendment Closing in an aggregate principal amount of $ 20.0 million. Upon the achievement of certain milestones and subject to other terms and conditions set out in the Loan Agreement, as amended, the third Term Loan tranche will be made available in an aggregate principal amount of up to $ 10.0 million. The fourth Term Loan tranche will be made available in an aggregate principal amount of up to $ 80.0 million subject to the approval of the lenders. The Term Loan, as amended, bears interest equal to the greater of (a) 9.70 % per annum and (b) the prime rate as reported in The Wall Street Journal plus 2.45 % per annum. The interest-only period has been extended to 30 months from May 13, 2025.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.