What changed in this filing

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Item 9A. Controls and Procedures

2022-03-15 compared with 2021-02-25 · 231 added, 187 removed, 606 unchanged (41% of the section changed)

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Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

Directors, Executive Officers and Corporate Governance

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Our Board currently has eight Directors, each of whom was elected at the Company’s 2021 annual meeting of stockholders.

The names and ages of our directors as of February 25, 2021 are set forth below:

The names and ages of our directors as of March 15, 2022 are set forth below:

President, Chief Executive Officer, and Director

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Before joining Altimmune, from October 2013 to June 2018, he served as President and Chief Executive Officer of Neos Therapeutics, Inc.

NEOS), where he built a commercial-stage biopharmaceutical company launching three branded therapeutic products including Adzenys XR-ODTTM and Cotempla XR-ODTTM, the first ever XR-ODTTM medications for the treatment of ADHD.

Prior to Neos, he served as president and Chief Executive Officer of Tranzyme Pharma where he progressed a discovery-stage, emerging biotech company to a Nasdaq-listed clinical-stage, drug development company.

NEOS) (subsequently acquired by Aytu BioPharma, Inc.

Nasdaq:AYTU), where he built a commercial-stage biopharmaceutical company launching three branded therapeutic products including Adzenys XR- ODT TM and Cotempla XR-ODT TM , the first ever orally dissolving tablets for the treatment of ADHD.

Prior to Neos, he served as President and Chief Executive Officer of Tranzyme, Inc.

TZYM) where he progressed a discovery-stage, emerging biotech company to a Nasdaq-listed, clinical-stage, drug development company.

Prior to joining Tranzyme, Dr.

Garg served as Chief Operating Officer of Apex Bioscience, Inc.

(acquired by Curacyte AG of Munich, Germany), and held senior management positions at DNX Bio-Therapeutics, Inc.

(acquired by Curacyte AGof Munich, Germany), and held senior management positions at DNX Bio-Therapeutics, Inc.

(until its acquisition by Baxter Healthcare Corporation), Sunovion Pharmaceuticals, Inc.

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In addition, he served as ImmunoGen’s Chief Executive Officer from 1986 to December 31, 2009, and as its President from 1986 to 1992, and from 1994 to July 2008.

Prior to joining ImmunoGen, he served as Vice President of Development of Xenogen from 1982 to 1985.

Prior to that he was Assistant Professor of Biophysics and Biochemistry at the University of Connecticut.

Prior to joining ImmunoGen, he was Assistant Professor of Biophysics and Biochemistry at the University of Connecticut.

Sayare earned a Ph.D.

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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.

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

(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, 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 (Nasdaq:TZYM) from 2000 to 2010;

From 2008 to 2015, he held various positions at DARA BioSciences, 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, Inc.

(Nasdaq:TZYM) from 2000 to 2010;

and Director of MethylGene (TSX:MYG) from 2000 to 2010 and Gentris Corporation from 2007 to 2014.

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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.

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).

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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 Altimmune.

Hodges is Managing Partner of Redmont & Company, a financial services firm located in Birmingham, Alabama, which he joined at its inception in 1997.

Redmont is a co-founder of Altimmune.

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

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Pisano also serves on the board of directors of Provention Bio, Inc.

PRVB), a biopharmaceutical company, since April 2018;

and Oncolytics Biotech Inc.

PRVB), a biopharmaceutical company, since April 2018 and Oncolytics Biotech Inc.

ONCY), a biotechnology company, since May 2013.

Pisano served on the board of directors of IMV INC.

IMV) a bio pharmaceutical company from October 2011 until March 2021.

Pisano served as president and Chief Executive Officer of VaxInnate Corporation, a biotechnology company, from January 2012 until November 2016.

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He has a Bachelor of Science in biology from St.

John Fisher College, New York and an MBA from the University of Dayton, Ohio.

John Fisher College, New York and an M.B.A.

from the University of Dayton, Ohio.

We believe Mr.

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

He previously held the position of Deputy Assistant to the Secretary of Defense for chemical and biological defense, overseeing the Department’s $1.0 billion program for vaccine, therapeutics, medical device and sensor development against biothreats.

He previously held the position of Acting Deputy Assistant to the Secretary of Defense for chemical and biological defense, overseeing the Department’s $1.0 billion program for vaccine, therapeutics, medical device and sensor development against biothreats.

He retired from the Air Force as a Brigadier General in the role of Assistant Surgeon General for medical readiness, science and technology.

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Eisenhower School of National Security and Resource Strategy.

He was recently certified in cybersecurity oversight from the Carnegie Mellon University Software Engineering Institute.

We believe Dr.

Schafer’s broad experience base relevant to Altimmune’s core technology makes him well qualified to serve as a member of our Board of Directors.

Schafer’s broad experience across government and the private sector makes him well qualified to serve as a member of our Board of Directors.

Executive Officers

The names and ages of our executive officers as of February 25, 2021 are set forth below:

The names and ages of our executive officers as of March 15, 2022 are set forth below:

President, Chief Executive Officer, and Director

Chief Financial Officer

Richard Eisenstadt, M.B.A.

Chief Financial Officer (effective 12/31/21)

Chief Financial Officer (through 12/31/21)

Scot Roberts, Ph.D.

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Garg’s business experience.

Brown, CPA has served as our Chief Financial Officer and Principal Accounting Officer since June 2019, having previously served as the Company’s Acting Chief Financial Officer since May 2018.

Richard Eisenstadt, M.B.A.

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

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 biotech 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.

Brown, CPA served as our Chief Financial Officer and Principal Accounting Officer from June 2019 until December 2021, having previously served as the Company’s Acting Chief Financial Officer since May 2018.

Prior to his roles at Altimmune, Mr.

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Brown is a certified public accountant.

He has a Bachelor of Science and a Master of Business Administration from Auburn University at Montgomery.

He has a Bachelor of Science and an M.B.A.

from Auburn University at Montgomery.

Scot Roberts, Ph.D.

currently serves as Chief Scientific Officer of the Company.

Roberts joined Altimmune in December 2012 and has nearly 20 years of senior technical leadership experience, most recently at ImQuest BioSciences, Inc., where as Chief Scientific Officer from November 2010 until November 2012, he was responsible for managing scientific operations as well as business development opportunities in cancer and antivirals.

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 a portfolio of biologic candidates in oncology including a clinical stage asset.

He also led bioassay development efforts for the company and assumed leadership roles in upstream process development and animal pharmacology while at Wellstat.

Roberts has significant experience in both small molecule and biologics drug development with a focus on viral vectors and antiviral therapies.

Roberts completed a post-doctoral fellowship at the National Cancer Institute, Laboratory of Molecular Virology and has numerous patents and publications in peer-reviewed journals, and has been an invited speaker and Chair at numerous international conferences.

Roberts received his Ph.D.

Roberts joined Altimmune in December 2012 and has over 25 years of biologics development experience, most recently at ImQuest BioSciences, Inc., where as Chief Scientific Officer from November 2010 until November 2012, he was responsible for managing scientific operations.

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 71 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.

Roberts received a Master’s in Chemistry from Illinois State University and a Ph.D.

from the Johns Hopkins School of Medicine, Department of Pharmacology and Molecular Sciences.

Scott Harris, M.D.

serv es as Chief Medical Officer of the Company.

Harris joined Altimmune in July 2019, seasoned medical professional with extensive experience in hepatology and gastroenterology and broad expertise in managing clinical trials from early stage development through successful Phase 3 trials.

serves as Chief Medical Officer of the Company.

Harris joined Altimmune in July 2019, a seasoned medical professional with extensive experience in hepatology and gastroenterology and broad expertise in managing clinical trials from early-stage development through successful Phase 3 trials.

He has led multidisciplinary forums on drug development and clinical trial design at national and international scientific meetings, and fostered collaborations between professional medical societies and the FDA.

Previously, he was co-founder and Chief Medical Officer of Lyric Pharmaceuticals, helping raise a $21 million Series A round in 2014.

He has also served as chief medical officer of Avaxia Biologics, interim chief medical officer of Tranzyme Pharma, and chief medical officer of Ocera Therapeutics.

Harris was also chief medical officer and vice president of Clinical Affairs at Napo Pharmaceuticals where he authored the pivotal clinical study that led to the approval of crofelemer (Mytesi®), the first Phase 2/3 adaptive trial design resulting in a drug approval.

Earlier in his career he held senior roles in global clinical development and medical affairs at Otsuka Pharmaceuticals and Abbott.

He has also served as Chief Medical Officer of Avaxia Biologics, interim Chief Medical Officer of Tranzyme, Inc., and Chief Medical Officer of Ocera Therapeutics.

Harris was also Chief Medical Officer and Vice President of Clinical Development at Napo Pharmaceuticals where he authored the pivotal clinical study that led to the approval of rofelemer (Mytesi®), the first Phase 2/3 adaptive trial design resulting in a drug approval.

Earlier in his career he held senior roles in global clinical development and medical affairs at Otsuka Pharmaceuticals and Abbott Laboratories.

He sits on the faculty of Georgetown University School of Medicine as an Adjunct Professor, where he directs a course on drug development under a grant from the NIH.

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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.

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Hodges (Chair) and Dr.

Gill, and Mr.

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

The Board further determined that each of the members of the Audit Committee is able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement, and cash flow statement;

The Board further determined that each of the members of the Audit Committee is able to read and understand fundamental financial statements, including the

Company’s balance sheet, income statement and cash flow statement;

and that each of Messrs.

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Meetings and attendance

During the fiscal year ended December 31, 2020 and after the completion of the Merger, the Board held 17 meetings and the Board Committees held a total of 17 meetings.

During the fiscal year ended December 31, 2021, the Board held 11 meetings and the Board Committees held a total of 17 meetings.

Each director attended 75% or more of the total number of meetings of the Board and the Board Committees of which he was a member during the period he served as a director in fiscal year 2021.

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Furthermore, the Audit Committee reports on the matters discussed at the committee level to the full Board.

The Audit Committee and the full Board focus on the material risks facing the Company, including strategic, operational,

legal and regulatory risks, to assess whether management has reasonable controls in place to address these risks.

The Audit Committee and the full Board focus on the material risks facing the Company, including strategic, operational, legal and regulatory risks, to assess whether management has reasonable controls in place to address these risks.

In addition, the Compensation Committee is charged with reviewing and discussing with management whether the Company’s compensation arrangements are consistent with effective controls and sound risk management.

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

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

We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K and under the

applicable the NASDAQ Global Select Market rules by posting such information on our website in accordance with such requirements.

You may also obtain a copy of these documents by writing to Altimmune, Inc., 910 Clopper Road, Suite 201S, Gaithersburg, Maryland 20878, Attention:

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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 (i) 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 2020 fiscal year and (ii) the written representations of such persons that no annual Form 5 reports were required to be filed by them for the 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 each of our non-employee directors other than Dr.

Jorkasky were not timely in the filing of one Form 4 during the fiscal year ended December 31, 2020 to report the vesting of restricted stock units.

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 2021 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 each of Dr.

Jorkasky, Dr.

Brown and Dr.

Harris were not timely in the filing of one Form 4 during the fiscal year ended December 31, 2021.

Report of the Audit Committee of the Board of Directors

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1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”).

Our Audit Committee has also received the written disclosures and the letter from our independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with our Audit Committee concerning independence, and has discussed with our independent registered public accounting firm the accounting firm’s independence.

accounting firm’s independence.

Based on the foregoing, our Audit Committee has recommended to our Board that our audited financial statements be included in this Annual Report.

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Schafer, M.D., MPH

Executiv e Compensation

Executive Compensation

Our named executive officers (“Named Executive Officers”) for the year ended December 31, 2021 are:

Garg, Ph.D., our Chief Executive Officer;

Brown, CPA, our Chief Financial Officer;

● Richard Eisenstadt, MBA, our Chief Financial Officer (effective 12/31/21);

Brown, CPA, our Chief Financial Officer (through 12/31/21);

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

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The Company’s executive compensation program consists of the following elements:

● base salary;

● annual cash bonuses;

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● health and retirement benefits and perquisites;

● 401(k) plan

The Named Executive Officers receive a base salary to compensate them for services rendered to our Company.

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The following table sets forth the total compensation that was paid to or earned by the Named Executive Officers for the 2021 and 2020 fiscal years.

Incentive Plan

Name and Principal Position

Option Awards

Non-Equity Incentive Plan

Nonqualified Deferred Compensation Earnings

All Other Compensation

Chief Executive Officer

Brown, CPA (3)

Chief Financial Officer

Richard Eisenstadt, M.B.A.

Chief Financial Officer (effective 12/31/21)

Chief Financial Officer (through 12/31/21)

Scot Roberts, Ph.D.

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Chief Medical Officer

Sybil Tasker, M.D., MPH (5)

Former Chief Medical Officer

Amounts in this column reflect the aggregate grant date fair value of stock awards and stock options granted during the covered year computed in accordance with the provisions of FASB ASC Topic 718.

(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 FASB ASC Topic 718.

The assumptions used to calculate the amounts for fiscal years 2021 and 2020 are discussed in Item 13, Financial Statements and Supplementary Data.

Amounts in this column for fiscal year 2019 include payments of $190,656 for the service of Mr.

Brown as Acting Chief Financial Officer prior to June 1, 2019.

Brown commenced employment with Altimmune on June 1, 2019.

Harris commenced employment with Altimmune on September 9, 2019

Tasker terminated employment with Altimmune on June 30, 2019.

Eisenstadt commenced employment with Altimmune on December 31, 2021.

Narrative to Summary Compensation Table

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We have entered into employment agreements with each of Dr.

Eisenstadt, Dr.

Roberts and Dr.

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In addition, Dr.

Garg received a lump sum cash signing bonus of $100,000, which was

subject to claw-back if Dr.

Garg’s employment with the Company terminate d for any reason other than by the Company without cause or by Dr.

Garg received a lump sum cash signing bonus of $100,000, which was subject to claw-back if Dr.

Garg’s employment with the Company terminated for any reason other than by the Company without cause or by Dr.

Garg for good reason on or prior to November 30, 2019.

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

Garg’s base salary or target annual bonus opportunity, (ii) a material diminution

Garg’s base salary or target annual bonus opportunity, (ii) a material diminution in Dr.

Garg’s authorities, duties or responsibilities, or (iii) a relocation of Dr.

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Garg will be prohibited from soliciting the Company’s customers, clients and employees and from engaging in sales, marketing or related activities on behalf of himself or another entity that directly competes with the Company and does business in the same geographical areas in which the Company does business.

Employment Agreement with William M.

Effective June 1, 2019, the Company entered into an employment agreement with William M.

Brown, the Chief Financial Officer.

Employment Agreement with Richard Eisenstadt, M.B.A.

Effective December 10, 2021, the Company entered into an employment agreement with Richard I.

Eisenstadt, the Chief Financial Officer.

The agreement provided that Mr.

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

Brown and the Company.

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

Eisenstadt and the Company.

The agreement provided Mr.

Brown with an initial base salary of $330,000.

In addition, Mr.

Brown was paid a signing bonus of $60,000.

Eisenstadt with an initial base salary of $425,000.

In addition, Mr.

Brown is eligible to receive an annual discretionary incentive bonus of up to 30% of base salary based as determined by the Compensation Committee.

Eisenstadt was paid a signing bonus of $120,000, 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.

Brown would be granted incentive stock options to purchase 50,000 shares of the Company’s common stock, Mr.

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

Eisenstadt would be granted incentive stock options to purchase 150,000 shares of the Company’s common stock and 50,000 shares of restricted stock units.

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

In addition, during the term of Mr.

Brown’s employment, so long as Mr.

Brown’s primary residence is located within 50 miles of his current residence in Highlands Ranch, Colorado, the Company will reimburse Mr.

Brown an amount not to exceed $18,000 during any 12-month period to cover Mr.

Brown’s commuting expenses, which amount will be grossed up for taxes .

Eisenstadt’s employment, so long as Mr.

Eisenstadt’s primary residence is located within 50 miles of his current residence in Keller, Texas, the Company will reimburse Mr.

Eisenstadt an amount not to exceed $25,000 during any 12-month period to cover Mr.

Eisenstadt’s commuting expenses, which amount will be grossed up for taxes.

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

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

Brown 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.

Brown 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.

Eisenstadt 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.

Eisenstadt 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.

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.

Eisenstadt 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.

Brown, “cause” generally means his (i) material breach of his fiduciary duties to us, (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.

Eisenstadt, “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.

Brown’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 Gaithersburg, Maryland.

Eisenstadt’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 Keller, Texas.

Under the agreement, Mr.

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

Eisenstadt 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.

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Under the agreement with Dr.

Roberts, “cause” generally means his (i) material breach of his fiduciary duties to us, (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.

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.

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Under the agreement with Dr.

Harris, “cause” generally means his (i) material breach of his fiduciary duties to us, (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.

Harris, “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.

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Harris 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.

Outstanding Equity Awards at 2021 Fiscal Year-End

The following table sets forth certain information with respect to outstanding equity awards of our Named Executive Officers as of December 31, 2021.

Number of Securities Underlying Unexercised Options (#)

Option Awards

Units of Stock

That Have Not

Unexercisable

Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date

Not Vested ($)

Richard Eisenstadt, M.B.A.

(effective 12/31/21)

Brown, CPA (through 12/31/21)

Scot Roberts, Ph.D.

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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 November 30, 2018, Dr.

Garg was granted a restricted stock award of 322,907 shares of Common Stock of the Company.

25% of the option vests on the first anniversary of the grant date and the aggregate remaining unvested portion will vest in equal monthly installments over the 36-month period commencing on December 30, 2019.

(3) On January 2, 2020, Dr.

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

25% 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.

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.

In connection with the resignation of Mr.

Brown, which was effective on December 31, 2021, Mr.

Brown’s unvested options were canceled.

The expiration date for all vested options received during his employment were accelerated to January 30, 2022 and were exercisable prior to such date.

(4) On February 1, 2021, Dr.

Roberts and Dr.

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.

(5) On February 1, 2021, Dr.

Roberts and Dr.

Harris were granted a restricted stock award of 66,181, 24,664 and 24,664, respectively, shares of Common Stock of the Company.

The restricted stock vests equally over a four-year period commencing on February 1, 2022.

(6) On December 31, 2021, Mr.

Eisenstadt was granted an option to purchase 150,000 shares of Common Stock of the Company at an exercise price of $9.16 per share.

(7) On December 31, 2021, Mr.

Eisenstadt was granted a restricted stock award of 50,000 shares of Common Stock of the Company.

The restricted stock vests equally over a four-year period commencing on December 31, 2022.

(8) On January 2, 2019, Mr.

2 unchanged sentences

(9) This option was granted on June 10, 2019, and 25% became vested and exercisable on June 1, 2020.

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

These options were acquired pursuant to the PharmAthene Merger Agreement on May 4, 2017.

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

In connection with the resignation of Mr.

Brown, which was effective on December 31, 2021, Mr.

Brown’s unvested options were canceled.

The expiration date for all vested options received during his employment were accelerated to January 30, 2022 and were exercisable prior to such date.

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

These options are fully vested.

1 unchanged sentence

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.

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

7 unchanged sentences

Director Compensation

In September 2020, the Company’s Board approved a non-employee director compensation policy effective as of January 1, 2021.

In December 2021, the Company’s Board approved a non-employee director compensation policy effective as of January 1, 2022.

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 the of each annual meeting of stockholders.

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Nominating and Corporate Governance Committee Member

The table below sets forth the comp ensation received by each of the individuals who served as a non-employee director during the fiscal year ended December 31, 2020 .

Fees earned or paid in cash

Option Awards

Non-Equity Incentive Plan

Nonqualified Deferred Compensation Earnings

All Other Compensation

The table below sets forth the compensation received by each of the individuals who served as a non-employee director during the fiscal year ended December 31, 2021.

Incentive Plan

Mitchel Sayare, Ph.D.

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Schafer, M.D., MPH (8)

Amounts reflect the aggregate grant date fair value of restricted stock unit awards that may be settled for shares of common stock and stock options granted during the covered year computed in accordance with the provisions of FASB ASC Topic 718.

(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.

The assumptions used to calculate the amounts for fiscal years 2021 are discussed in Item 13, Financial Statements and Supplementary Data.

The restricted stock unit awards reflected in this column were granted as compensation for services provided in 2019 and paid in 2020 to our non-employees directors who provided services during 2019.

(2) As of December 31, 2021, Dr.

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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 February 23, 2021 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 23, 2021 upon the exercise of all options and other rights beneficially owned by the indicated stockholders on that date.

The following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stock as of March 11, 2022 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 11, 2022 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 37,150,376 shares of Common Stock outstanding at the close of business on February 23, 2021.

Percentage of beneficial ownership is based on 43,222,682 shares of Common Stock outstanding at the close of business on March 11, 2022.

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.

Unless otherwise indicated, the address of each beneficial owner listed below is c/o Altimmune, Inc., 910 Clopper Road, Suite 201S, Gaithersburg, Maryland 20878.

Percentage of

Name of Beneficial Owner

Beneficially Owned

Percentage of Shares

Beneficially Owned

5% or Greater Stockholders:

Entities Affiliated with Venrock (1)

Velocity Pharmaceutical Holdings, LLC (2)

State Street Corporation (1)

BlackRock Inc.

Avidity Partners Management LP (3)

TIAA-CREF Investment Management, LLC (4)

Directors and Named Executive Officers:

Richard Eisenstadt

Will Brown (6)

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

This information is based solely on information reported on a Schedule 13D filed with the SEC on June 25, 2020 on behalf of Venrock Healthcare Capital Partners II, L.P., VHCP Co-Investment Holdings II, LLC, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, VHCP Management II, LLC, VHCP Management III, LLC, Nimish Shah and Bong Koh (collectively, the “Venrock Entities”).

According to the report, each of the Venrock Entities has shared voting and dispositive power with respect to 4,500,000 shares of the Common Stock of the Company.

The principal business address of each of the Venrock Entities is 7 Bryant Park, 23rd Floor, New York, NY 10018.

Consists of shares of Common Stock issued pursuant to the Spitfire Merger Agreement in payment for the assets of Spitfire Pharma, Inc.

at the initial closing and for the achievement of the IND Milestone Event (as defined in the Spitfire Merger Agreement).

The principal business address of Velocity Pharmaceutical Holdings, LLC is 400 Oyster Blvd., Suite 202, South San Francisco, CA 94080.

(1) This information is based solely on information reported on a Schedule 13G/A filed with the SEC on February 11, 2022 on behalf of State Street Corporation.

According to the report, State Street Corporation has shared voting and dispositive power with respect to 4,421,541 shares of the Common Stock of the Company.

The principal business address of State Street Corporation is One Lincoln Street, Boston, MA 02111.

(2) This information is based solely on information reported on a Schedule 13G filed with the SEC on February 4, 2022 on behalf of BlackRock, Inc.

According to the report, BlackRock, Inc.

has shared voting and dispositive power with respect to 2,956,267 shares of the Common Stock of the Company.

The principal business address of BlackRock, Inc.

is 55 East 52 nd Street, New York, NY 10055.

(3) This information is based solely on information reported on a Schedule 13G filed with the SEC on January 3, 2022 on behalf of Avidity Partners Management LP.

According to the report, Avidity Partners Management LP has shared voting and dispositive power with respect to 2,765,000 shares of the Common Stock of the Company.

The principal business address of Avidity Partners Management LP is 2828 N Harwood Street, Suite 1220, Dallas, TX 75201.

(4) This information is based solely on information reported on a Schedule 13G filed with the SEC on February 11, 2022 on behalf of TIAA-CREF Investment Management, LLC and Teacher Advisors, LLC.

According to the report, TIAA-CREF Investment Management, LLC (“TCIM”) is the investment adviser to the College Retirement Equities Fund (“CREF”), a registered investment company, and may be deemed to be a beneficial owner of 2,209,804 shares of Common Stock of the Company owned by CREF.

Teachers Advisors, LLC (“TAL”) is the investment adviser to three registered investment companies, TIAA-CREF Funds (“Funds”), TIAA-CREF Life Funds (“Life Funds”), and TIAA Separate Account VA-1 (“VA-1”), as well as one or more separately managed accounts of Advisors (collectively, the “Separate Accounts”), and may be deemed to be a beneficial owner of 86,028 shares of the Common Stock of the Company owned separately by Funds, Life Funds, VA-1, and/or the Separate Accounts.

The principal business address of TCIM and TAL is 730 Third Avenue, New York, NY 10017-3206.

(5) Consists of 229,296 shares of Common Stock, 60,545 restricted shares of Common Stock over which Dr.

Garg has voting control and 235,082 shares of Common Stock which can be acquired upon exercise of outstanding options within 60 days of February 23, 2021.

Consists of 16,918 shares of Common Stock, and 72,104 shares of Common Stock which can be acquired upon exercise of outstanding options within 60 days of February 23, 2021.

Consists of 9,861 shares of Common Stock, 15 shares of Common stock owned by his spouse and 59,415 shares of Common Stock which can be acquired upon exercise of outstanding options within 60 days of February 23, 2021.

Consists of 5,037 shares of Common Stock and 61,541 shares of Common Stock which can be acquired upon exercise of outstanding options within 60 days of February 23, 2021.

Consists of 26,363 shares of Common Stock and 46,776 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 23, 2021.

Consists of 17,936 shares of Common Stock and 36,029 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 23, 2021.

Consists of 11,199 shares of Common Stock and 35,609 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 23, 2021.

Consists of 32,579 shares of Common Stock and 35,542 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 23, 2021.

Consists of 8,900 shares of Common Stock and 35,881 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 23, 2021.

Consists of 8,498 shares of Common Stock and 3 4,875 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 23, 2021.

Consists of 17,764 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of February 23, 2021.

Includes 302,630 shares of Common Stock held by the Company’s current directors and executive officers, 147,999 restricted shares of Common Stock over which the Company’s current directors and executive officers have voting control and 706,305 shares of Common Stock that can be acquired by the Company’s current directors and executive officers upon the exercise of outstanding options within 60 days of February 23, 2021.

Garg has voting control and 438,493 shares of Common Stock which can be acquired upon exercise of outstanding options or vesting of restricted stock within 60 days of March 11, 2022.

(6) Consists of 17,721 shares of Common Stock, and 30,000 shares of Common Stock which can be acquired upon exercise of outstanding options within 60 days of March 11, 2022.

(7) Consists of 17,700 shares of Common Stock, 15 shares of Common stock owned by his spouse and 123,166 shares of Common Stock which can be acquired upon exercise of outstanding options or vesting of restricted stock within 60 days of March 11, 2022.

(8) Consists of 11,545 shares of Common Stock and 135,275 shares of Common Stock which can be acquired upon exercise of outstanding options or vesting of restricted stock within 60 days of March 11, 2022.

(9) Consists of 26,363 shares of Common Stock and 71,392 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of March 11, 2022.

(10) Consists of 18,145 shares of Common Stock and 60,503 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of March 11, 2022.

(11) Consists of 2,771 shares of Common Stock and 60,225 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of March 11, 2022.

(12) Consists of 26,579 shares of Common Stock and 60,225 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of March 11, 2022.

(13) Consists of 8,900 shares of Common Stock and 60,564 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of March 11, 2022.

(14) Consists of 8,498 shares of Common Stock and 59,558 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of March 11, 2022.

(15) Consists of 49,114 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days of March 11, 2022.

(16) Includes 367,533 shares of Common Stock held by the Company’s current directors and executive officers, 60,545 restricted shares of Common Stock over which the Company’s current directors and executive officers have voting control and 1,148,515 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 11, 2022.

Equity Compensation Plan Information

The following table provides information regarding the number of securities to be issued under our equity plans, the weighted-average exercise price of options issued under our equity plans and the number of securities remaining available for future issuance under our equity plans, in each case as of December 31, 2021:

Plan category

securities to be

issued upon exercise

of outstanding

options, warrants

Weighted-average

exercise price of

of outstanding

outstanding options,

warrants and rights

Number of securities

remaining available

for future issuance

under equity compensation plans

issuance under equity

Plan category

Equity compensation plans approved by security holders

12 unchanged sentences

The Board has not established categorical standards or guidelines to make these subjective determinations, but considers all relevant facts and circumstances.

In addition to Board-level standards for director independence, except as described above under “Item 10 – Board committees,” the directors who serve on the Audit Committee and the Compensation Committee each satisfy standards established by the SEC and the NASDAQ listing rules providing that to qualify as “independent” for purposes of membership on the Audit Committee or the Compensation Committee, members of such committees may not accept directly or indirectly any consulting, advisory or other

compensatory fee from the Company other than their director compensation.

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.

6 unchanged sentences

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.

As required under SEC rules, transactions since January 1, 2020 that are determined to be directly or indirectly material to a related party are disclosed in this Proxy Statement.

As required under SEC rules, transactions since January 1, 2021

that are determined to be directly or indirectly material to a related party are disclosed in this Proxy Statement.

In addition, the Audit Committee reviews and approves any related party transaction that is required to be disclosed.

1 unchanged sentence

Indemnification agreements

We have entered into an indemnification agreement with each of our outside directors.

We have entered into an indemnification agreement with each of our officers and outside directors.

The indemnification agreements and our certificate of incorporation and bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law.

3 unchanged sentences

(1) Audit Fees consist of fees billed for professional services rendered for the audit of the Company’s consolidated annual financial statements included in the Company’s Annual Report and review of the interim consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q, and services that are normally provided by independent registered public accountants in connection with statutory and regulatory filings or engagements.

Tax Fees were billed for services including assistance with tax compliance and the preparation of tax returns, tax consultation services, assistance in connection with tax audits and tax advice related to mergers, acquisitions and dispositions.

Pre-Approval Policies

2 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 No.

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

39 unchanged sentences

Altimmune, Inc.

2001 Employee Stock Option Plan (incorporated by reference to Exhibit 99.1 to the Registrant’s Form S-8 filed on May 10, 2017)

Altimmune, Inc.

2001 Non-Employee Stock Option Plan (incorporated by reference to Exhibit 99.2 to the Registrant’s Form S-8 filed on May 10, 2017)

Altimmune, Inc.

2018 Inducement Grant Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on December 3, 2018)

25 unchanged sentences

(formerly Crucell Holland B.V.) and Altimmune, Inc.

(incorporated by reference to Exhibit 10.15 to the Registrant’s Form 10-K filed on February 25, 2021)

Amendment No.

6 to Second Restated License Agreement, effective as of January 22, 2021, between Janssen Vaccines & Prevention B.V.

(formerly Crucell Holland B.V.) and Altimmune, Inc.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed on May 17, 2021)

Amended and Restated Exclusive License Agreement, dated as of June 2, 2014, between the UAB Research Foundation and Vaxin Inc.

3 unchanged sentences

Contract with the National Institute of Allergy and Infectious Diseases of the National Institutes of Health for the Development of Vaccine Formulations Effective Against NIAID Priority Pathogens, dated September 9, 2014 (Contract No.

HHSN272201400040C) (incorporated by reference to the corresponding exhibit to the Registrant’s quarterly report on Form 10-Q for the quarter ended September 30, 2014 filed on November 6, 2014)

HHSN272201400040C) (incorporated by reference to Exhibit 10.61 to the Registrant’s Form 10-Q filed on November 6, 2014)

Contract Award issued by Biomedical Advanced Research and Development Authority of the United States Department of Health and Human Services, dated July 27, 2016 (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 10-Q filed on August 14, 2017)

3 unchanged sentences

Amendment No.

5 to Contract Award issued by Biomedical Advanced Research and Development Authority of the United States Department of Health and Human Services, dated August 20, 2019 (incorporated by reference to Exhibit

10.3 to the Registrant’s Form 10-Q filed on November 13, 2019)

Amendment No.

6 to Contract Award issued by the Biomedical Advanced Research and Development Authority of the United States Department of Health and Human Services, dated December 23, 2020

6 to Contract Award issued by the Biomedical Advanced Research and Development Authority of the United States Department of Health and Human Services, dated December 23, 2020 (incorporated by reference to Exhibit 10.22 to the Registrant’s Form 10-K filed on February 25, 2021)

Amendment No.

7 to Contract Award issued by the Biomedical Advanced Research and Development Authority of the United States Department of Health and Human Services, dated June 29, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed on August 10, 2021)

Amendment No.

8 to Contract Award issued by the Biomedical Advanced Research and Development Authority of the United States Department of Health and Human Services, dated September 17, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed on November 9, 2021)

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

7 unchanged sentences

(incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on November 27, 2018)

Employment Agreement, dated June 10, 2019, by and between Altimmune, Inc.

and William Brown (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on June 12, 2019)

Employment Agreement, dated September 3, 2019, by and between Altimmune, Inc.

Scott Harris (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q filed on November 13, 2019)

Employment Agreement, dated December 10, 2021, by and between Altimmune, Inc.

and Richard Eisenstadt (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on December 13, 2021)

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)

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

3 unchanged sentences

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed herewith.

Attached as Exhibit 101 to this Annual Report on Form 10-K are the following materials, formatted in XBRL (eXtensible Business Reporting Language):

(i) Consolidated Balance Sheets as of December 31, 2020 and 2019;

(ii) Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2020 and 2019;

(iii) Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2020 and 2019;

(iv) Consolidated Statements of Cash Flows for the Years Ended December 31, 2020 and 2019;

and (vi) Notes to the Consolidated Financial Statements.

Management contract or compensatory plan or arrangement.

3 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 25 th day of February 2021.

ALTIMMUNE, INC.

2 unchanged sentences

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

Garg and Will Brown 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 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.

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)

February 25, 2021

/s/ Will Brown

March 15, 2022

/s/ Richard Eisenstadt

Richard Eisenstadt

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

February 25, 2021

March 15, 2022

/s/ Mitchel Sayare, Ph.D.

1 unchanged sentence

Chairman of the Board

February 25, 2021

March 15, 2022

/s/ John Gill

February 25, 2021

March 15, 2022

/s/ Philip Hodges

Philip Hodges

February 25, 2021

March 15, 2022

/s/ David Drutz, M.D.

David Drutz, M.D.

February 25, 2021

March 15, 2022

Schafer, M.D.

February 25, 2021

March 15, 2022

/s/ Wayne Pisano

February 25, 2021

March 15, 2022

/s/ Diane Jorkasky, M.D.

Diane Jorkasky, M.D.

February 25, 2021

March 15, 2022

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