What changed in this filing

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Item 9A. Controls and Procedures

2021-02-25 compared with 2020-03-27 · 274 added, 171 removed, 519 unchanged (46% of the section changed)

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

Our Board currently has seven Directors, each of whom was elected at the Company’s 2018 annual meeting of stockholders.

The names and ages of our directors as of March 27, 2020 are set forth below:

Our Board currently has eight Directors, each of whom was elected at the Company’s 2020 annual meeting of stockholders.

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

President, Chief Executive Officer, and Director

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Chairman of the Board

Diane Jorkasky, M.D.

Schafer, M.D., MPH

currently serves as our President and CEO and is a member of the board of directors.

He joined Altimmune in November 2018 with over three decades of experience in the biotechnology and pharmaceutical industries.

currently serves as our President and Chief Executive Officer and is a member of the Board of Directors.

Garg joined Altimmune in November 2018 with over three decades of experience in the biotechnology and pharmaceutical industries.

He has a proven track record of building and managing both private and publicly traded companies.

Before joining Altimmune, he served as President and CEO of Neos Therapeutics (NASDAQ:

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 CEO of Tranzyme Pharma where he progressed a discovery-stage, emerging biotech company to a NASDAQ-listed clinical-stage, drug development company.

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.

Prior to joining Tranzyme, Dr.

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

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

(acquired by Curacyte AG of 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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from IARI Nuclear Research Laboratory, New Delhi, India in 1978.

We believe that Dr.

Garg’s extensive experience in the biotechnology and pharmaceutical industries makes him well qualified to serve as a member of our Board of Directors .

Mitchel Sayare, Ph.D.

has been a member of the Board of Directors since April 2010.

Sayare became Chairman of the Board in January 2018 and served as Executive Chairman from June 2018 to November 2018.

Until 2010, Dr.

Sayare served as the Chairman of the Board of public company ImmunoGen, Inc.

(a position he had held since 1989).

(Nasdaq:IMGN) (a position he had held since 1989).

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.

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and Advanced Aesthetic Technologies, Inc., both privately-held companies.

Sayare was chosen to serve as a director of Altimmune because of his substantial experience as a board member and executive officer of biotechnology companies.

was appointed to our Board in connection with the completion of the Mergers in May 2017, and first elected to Private Altimmune’s board of directors in January 2010 and as Board Chairman in October 2011.

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

From 2008-2015, he served variously as Director, CEO, Executive Chairman and Chief Medical Officer of DARA BioSciences (NASDAQ:DARA), an oncology supportive care company located in Raleigh, NC.

He served previously as Chairman of Tranzyme (NASDAQ:TZYM;

and Director of MethylGene (TSX:MYG;

2000-2010) and Gentris Corporation (2007-2014).

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

We believe that Dr.

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

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

Drutz was first elected to Private Altimmune’s Board of Directors in January 2010 and was elected Board Chairman in October 2011.

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

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

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

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

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

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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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and the author of more than 200 peer-reviewed publications in the area of infectious diseases.

Drutz brings significant experience in biotechnology investment and as a physician to Altimmune’s board of directors.

Hodges was appointed to our Board in connection with the completion of the Merger s in May 2017 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’ investment strategy is focused on high-growth small businesses within the health care, life science and technology sectors.

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

Hodges holds a Bachelor of Science in Business Administration from the Brock School of Business at Samford University.

Hodges brings significant experience as a life science investor and co-founder to Altimmune’s board of directors.

Gill served as PharmAthene’s President and Chief Executive Officer from March 2015 until the completion of the Mergers in May 2017.

Gill has served on our Board since 2004.

We believe Dr.

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

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

Gill served as PharmAthene’s President and Chief Executive Officer from March 2015 until the completion of the Merger in May 2017.

From 2003 to 2013, Mr.

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from Rutgers University.

Gill was chosen to serve as a director of Altimmune because of his executive and board experience in the pharmaceutical industry and his substantial financial knowledge and expertise.

Brigadier General (ret.), Klaus O.

Schafer, M.D., MPH was appointed to our Board in connection with the completion of the Mergers in May 2017 and was first elected to Private Altimmune’s board of directors in July 2012.

Schafer has over 30 years of leadership experience, having held senior positions in government and industry.

He was first elected to Altimmune’s board of directors in July 2012.

As the Deputy Asst.

to the Secretary of Defense for chemical and biological defense, a position he held from April 2004 through June 2005, he oversaw the management of the Department of Defense’s $1.0 billion program for vaccine, therapeutics, medical device and sensor development.

He retired from the Air Force as the Assistant Surgeon General with extensive experience managing all aspects of large integrated health care delivery systems.

Prior private sector experience includes VP of business development for Compressus Inc., a telemedicine start-up, former CEO and cofounder of TessArae LLC, a start-up biotech genetic testing company, Chief Medical Officer and VP, business development, Health for CACI International, a publicly traded Fortune 1000 company, and consultant and advisory board member to numerous companies and to the biodefense industry.

Schafer earned his MD at the University of Iowa, Family Practice Boards, Eglin AFB where he was Chief Resident, MPH at the University of Texas and the Master of Science at the Eisenhower School of National Security and Resource Strategy.

Schafer was selected as a director for his board and varied background, including deep understanding of government biotech development strategy, funding, and budgeting, and his commercial industry experiences.

Schafer brings significant experience as a physician and biotechnology investor, in government and as a board member and advisor in the health care biodefense industry to Altimmune’s board of directors.

Wayne Pisano was elected to join the company’s Board in August of 2018.

Pisano joined the board of directors of Provention Bio, Inc., a biopharmaceutical company, in April of 2018, and has served on the board of directors of IMV Inc., a biopharmaceutical company, since October 2011, and Oncolytics, Inc., a biotechnology company, since May 2013.

Pisano served as president and CEO of VaxInnate, a biotechnology company, from January 2012 until November 2016.

Pisano joined Sanofi Pasteur in 1997 and was promoted to President and CEO in 2007, the position he successfully held until his retirement in 2011.

He has a bachelor’s degree in biology from St.

We believe Mr.

Gill’s executive and board experience in the pharmaceutical industry and his substantial financial knowledge and expertise make him well qualified to serve as a member of our Board of Directors.

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

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

Hodges holds a Bachelor of Science in Business Administration from the Brock School of Business at Samford University.

We believe Mr.

Hodges experience as a life science investor makes him well qualified to serve as a member of our Board of Directors.

Wayne Pisano has served as a member of our Board of Directors since August 2018.

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

Pisano joined Sanofi Pasteur in 1997 and was promoted to President and Chief Executive Officer in 2007, the position he successfully held until his retirement in 2011.

He has a Bachelor of Science in biology from St.

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

The Board believes that Mr.

Pisano’s depth of experience across the spectrum of commercial operations, public immunization policies and pipeline development will make him a valuable member of our Board of Directors.

We believe Mr.

Pisano’s depth of experience across the spectrum of commercial operations, public immunization policies and pipeline development makes him well qualified to serve as a member of our Board of Directors.

Diane Jorkasky, M.D.

has served as a member of our Board of Directors since May 2020.

Jorkasky has served on the board of directors of Alzheon, Inc., a private biopharmaceutical company, since December 2019 and also served on the board of directors of Q Therapeutics, Inc.

from September 2013 until August 2016.

From June 2014 to August 2019, she served as Executive Vice President, Chief Medical Officer and Head of Development at Complexa Inc., a clinical stated biopharmaceutical company.

Jorkasky received her MD in 1977 from the University of Pennsylvania School of Medicine and is board certified in internal medicine, nephrology and clinical pharmacology.

She is a member of the Connecticut Academy of Science and Technology.

Jorkasky is on the faculties of University of California, San Francisco, and Uniformed Service of Health Sciences Medical Schools, with previous faculty appointments at Yale University and the University of Pennsylvania Schools of Medicine.

We believe Dr.

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

Brigadier General (ret.), Klaus O.

Schafer, M.D., MPH has served as a member of our Board of Directors since July 2012.

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

He has managed all aspects of large integrated health care delivery systems, from clinical care, to running clinics and hospitals, managing budgets, professional staffs and large science and technology portfolios.

He has private sector business experience in imaging technology, as CEO and co-founder of TessArae LLC, a biotech medical device company.

Most recently he held the position of Chief Medical Officer and client executive for health at CACI International, an information technology company.

He has been an independent consultant since 2002 and has served as advisory board member to a number of biotech and health related companies.

Schafer earned his Doctor of Medicine and Surgery at the University of Iowa, medical boards in family practice and aerospace medicine in the Air Force, a Master of Public Health at the University of Texas, and a Master of Science at the Dwight D.

Eisenhower School of National Security and Resource Strategy.

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.

Executive Officers

The names and ages of our executive officers as of March 27, 2020 are set forth below:

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

President, Chief Executive Officer, and Director

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Garg’s business experience.

Will Brown, CPA current serves as the Chief F inancial O fficer and P rincipal A ccounting O fficer of the Company .

Prior to joining the Company in 2018, Mr.

Brown has been a consultant to several private and public companies in a variety of accounting and tax matters both independently and as the managing partner of Redmont CPAs (from October 2016 to January 2018) .

H e was an audit manager at PwC in both Montgomery, Alabama (from June 2012 through July 2013) and Denver, Colorado (from November 2014 through September 2016).

From August 2013 through October 2014, Mr.

Brown was the Water Heater Division Controller at Rheem Manufacturing, a private company located in Montgomery, Alabama.

Brown is a CPA licensed in Colorado and Alabama.

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.

Prior to his roles at Altimmune, Mr.

Brown was a consultant to private and public companies in a variety of accounting and tax matters, both independently and as the managing partner of Redmont CPAs since October 2016.

His experience also includes audit roles at PricewaterhouseCoopers LLP and as the Water Heater Division Controller at Rheem Manufacturing.

Brown is a certified public accountant.

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

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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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Gill, and Mr.

The Board has determined that each of Messrs.

Hodges and Pisano and Dr.

Shafer is an independent director in accordance with NASDAQ listing standards.

The Board also determined that Mr.

Gill is not independent solely by virtue of him having served as the Chief Executive Officer of PharmAthene (the predecessor to the Company) prior to the Mergers ( i.e.

, within the past three years) and otherwise has no relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Accordingly, despite this determination, the Board determined that, due to Mr.

Gill’s exceptional skills, experience and qualifications, it is in the best interests of the Company and its shareholders for Mr.

Gill to be a member of the Audit Committee.

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;

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The Compensation Committee currently consists of Drs.

Drutz (Chair) and Schafer, and Mr.

Drutz (Chair), Jorkasky and Schafer, and Mr.

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

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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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In addition, any person, whether or not an employee, who has a concern regarding the conduct of the Company or our employees, including with respect to our accounting, internal accounting controls or auditing issues, may, in a confidential or anonymous manner, communicate that concern in writing by addressing a letter to the Chairman of the Audit Committee, c/o Corporate Secretary, at our corporate headquarters address, which is 910 Clopper Road, Suite 201S, Gaithersburg, Maryland 20878.

Section 16(a) beneficial ownership reporting compliance

Section 16(a) beneficial ownership reporting compliance and Delinquent Section 16(a) Reports

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 2019 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.

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.

Report of the Audit Committee of the Board of Directors

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

Will Brown, our Chief Financial Officer;

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

Sybil Tasker, M.D., MPH, our Former Chief Medical Officer.

Tasker resigned as Chief Medical Officer on June 30, 2019.

Brown, CPA, our Chief Financial Officer;

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

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

Elements of Compensation

The compensation arrangement for each Named Executive Officer is intended to encourage performance and to align the Named Executive Officer’s interests with those of our stockholders.

The compensation arrangement for each Named Executive Officer is intended to encourage performance and to align the Named Executive Officers’ interests with those of our stockholders.

In setting compensation for our Named Executive Officers, the Compensation Committee and the Board takes into account the relative amount of compensation that is delivered on a current and long-term basis and in the form of cash and equity.

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annual cash bonuses;

stock options;

equity awards;

health and retirement benefits and perquisites;

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Annual Performance-Based Bonus

The Named Executive Officers are entitled to receive annual performance-based cash bonuses, the amounts of which are based on satisfaction of Company objectives that are established by the Board of Directors or the Compensation Committee.

The Named Executive Officers are entitled to receive annual performance-based cash bonuses, the amount of which is based on satisfaction of corporate and personal objectives that are established by the Board of Directors or the Compensation Committee.

The annual bonuses are intended to encourage the Named Executive Officers to promote the growth of the Company’s business.

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Chief Executive Officer

Will Brown (4)

Brown, CPA (3)

Chief Financial Officer

Scot Roberts, Ph.D.

Chief Scientific Officer

Scott Harris, M.D.

Chief Medical Officer

Former Chief Executive Officer

Former Chief Financial Officer

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

Chief Medical Officer

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.

The assumptions used to calculate the amounts for fiscal years 2020 and 2019 are discussed in Item 13, Financial Statements and Supplementary Data.

Amounts in this column for fiscal year 2019 include payments for the service of Mr.

Brown as Acting Chief Financial Officer prior to June 1, 2019 of $190,656.

Amounts in this column for fiscal year 2018 include;

Brown payments for his service as Acting Chief Financial Officer of $216,000 and Dr.

Enright, and Ms.

Czerepak employer contributions of $7,431, $7,776, and $5,076 respectively.

Garg commenced employment with Altimmune on November 30, 2018.

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

Enright terminated employment with Altimmune on November 30, 2018.

Czerepak terminated employment with Altimmune on May 8, 2018.

Tasker terminated employment with Altimmune on June 30, 2019.

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We have entered into employment agreements with each of Dr.

Brown and Dr.

Roberts and Dr.

The material terms of such agreements are summarized below.

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In addition, Dr.

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

Garg’s employment with the Company terminates 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 terminate d 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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A grant, pursuant to the Company’s 2017 Omnibus Incentive Plan, of an incentive stock option (the “ Incentive Stock Option ”) to purchase 111,421 shares of the Company’s Common Stock with a grant-date fair value of $400,000.

The Incentive Stock Option will have an exercise price equal to the last reported sale price of the Company’s common stock on the Grant Date.

The Incentive Stock Option has an exercise price of $3.59.

One-fourth of the shares underlying the Incentive Stock Option will vest on the first anniversary of the Grant Date (the “ First Vesting Date ”), and thereafter 1/48th of the shares underlying the Incentive Stock Option will vest monthly commencing on January 1, 2020, such that the shares underlying the Incentive Stock Option will be fully vested on December 1, 2022, in each case, generally subject to Dr.

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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 in Dr.

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

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

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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 she resigns for “good reason” (as defined below), in addition to accrued benefits (to which she is entitled on any termination of employment), 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 the 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.

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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.

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

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.

Under the agreement, Mr.

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Employment Agreement with M.

Scot Roberts, Ph.D.

On December 31, 2017, the Company entered into an employment agreement with M.

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

The agreement provided that Dr.

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

Roberts and the Company.

The agreement provided Dr.

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

In addition, Dr.

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

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

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

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

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

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

Under the agreement with Dr.

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

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

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

Under the agreement, Dr.

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

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

Employment Agreement with M.

Scott Harris, M.D.

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

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

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

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

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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.

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 2020 Fiscal Year-End

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Option Expiration Date

Scot Roberts, Ph.D.

Scott Harris, M.D.

Sybil Tasker, M.D., MPH

This option was granted on November 30, 2018 and 25% became vested and exercisable on the first anniversary of the grant date.

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

On January 2, 2020, Dr.

Roberts and Dr.

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.

On January 2, 2019, Mr.

Brown was granted an option to purchase 30,000 shares of Common Stock of the Company at an exercise price of $2.60 per share that vested upon the filing of the Company’s annual report of Form 10-K for the year ended December 31, 2018.

On July 10, 2019, Mr.

Brown was granted an option to purchase 30,000 shares of Common Stock of the Company at an exercise price of $2.60 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 July 10, 2020.

One-hundred percent of the shares underlying the option will vest upon the filing of the Company’s annual report on Form 10-K.

One-hundred percent of the shares underlying the option vested upon the filing of the Company’s annual report on Form 10-K for the year ended December 31, 2018.

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.

These options are fully vested.

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

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

Tasker resigned as Chief Medical Officer on June 30, 2019.

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 granted on May 21, 2018, and 25% became vested and exercisable on March 1, 2019.

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

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

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

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

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

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

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

Director 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, 2019.

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

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.

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

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

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

The vesting of any option grants to our non-employee directors under our non-employee director compensation policy is subject to such non-employee director’s continued service as a director and will accelerate in full upon a change in control of our company.

We also have a policy of reimbursing our directors for their reasonable out-of-pocket expenses incurred in attending board of directors and committee meetings.

Under our non-employee director compensation program, each non-employee director that qualifies under the program is eligible to receive compensation for his or her service on our board of directors or committees thereof consisting of annual cash retainers paid quarterly in arrears, as follows:

Chairperson of the Board

Audit Committee Chairperson

Audit Committee Member

Compensation Committee Chairperson

Compensation Committee Member

Nominating and Corporate Governance Committee Chairperson

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

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Mitchel Sayare, Ph.D.

John M Gill (5)

Wayne Pisano (7)

Jorkasky, M.D.

Schafer, M.D., MPH (9)

As of December 31, 2019, each of Altimmune’s non-employee directors, held the following stock option awards:

Sayare, Drutz, and Schafer 31,901, 21,433, and 21,006, respectively.

Hodges, Pisano and Gill 20,667, 20,000, and 20,734, respectively.

As of December 31, 2019, no outstanding stock awards (vested or unvested) were held by these non-employee directors.

Security Ownership of Certain Beneficial Own ers and Management and Related Stockholder Matters.

The following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stock as of March 26, 2020 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 26, 2020 upon the exercise of all options and other rights beneficially owned by the indicated stockholders on that date.

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.

The assumptions used to calculate the amounts for fiscal years 2020 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.

As of December 31, 2020, Dr.

Sayare held unexercised options to purchase an aggregate of 57,401 shares of the Common Stock of the Company.

As of December 31, 2020, Dr.

Drutz held unexercised options to purchase an aggregate of 46,654 shares of the Common Stock of the Company.

As of December 31, 2020, Mr.

Gill held unexercised options to purchase an aggregate of 46,234 shares of the Common Stock of the Company.

As of December 31, 2020, Mr.

Hodges held unexercised options to purchase an aggregate of 46,167 shares of the Common Stock of the Company.

As of December 31, 2020, Mr.

Pisano held unexercised options to purchase an aggregate of 45,500 shares of the Common Stock of the Company.

As of December 31, 2020, Dr.

Jorkasky held unexercised options to purchase an aggregate of 49,500 shares of the Common Stock of the Company.

As of December 31, 2020, Dr.

Schafer held unexercised options to purchase an aggregate of 46,506 shares of the Common Stock of the Company.

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.

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 15,361,660 shares of Common Stock outstanding at the close of business on March 26, 2020.

Percentage of beneficial ownership is based on 37,150,376 shares of Common Stock outstanding at the close of business on February 23, 2021.

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.

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5% or Greater Stockholders:

Velocity Pharmaceutical Holdings (1)

Hudson Bay Capital Management (2)

Entities Affiliated with Venrock (1)

Velocity Pharmaceutical Holdings, LLC (2)

Directors and Named Executive Officers:

Will Brown (4)

Matthew Scott Harris (5)

Scot Roberts (5)

Scott Harris (6)

Mitchel Sayare, Ph.D.

1 unchanged sentence

Wayne Pisano (12)

Jorkasky, M.D.

All Executive Officers and Directors as a Group (12 persons)(14)

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

Consists of shares of Common Stock issued on June 12, 2019 in payment for the assets of Spitfire Pharma, Inc.

Consists of warrants to purchase Common Stock.

It does not include 3,313,501 warrants to purchase common stock which are subject to ownership blocking provisions of the warrant.

Information regarding the number of shares beneficially owned by Hudson Bay Capital Management was obtained from a Schedule 13G/A filed by Hudson Bay Capital Management with the SEC.

The principal business address of Hudson Bay Capital Management is 777 Third Avenue, 30th Floor, New York, NY 10017.

Consists of 95,615 shares of Common Stock, 228,576 restricted shares of Common Stock over which Dr.

Garg has voting control, and 114,363 shares of Common Stock which can be acquired upon exercise of outstanding options within 60 days.

Does not include options to purchase 358,044 shares of Common Stock that are not exercisable within 60 days.

Consists of 30,000 shares of Common Stock that can be acquired upon exercise of outstanding options within 60 days.

Does not include options to purchase 111,400 shares of common stock that are not exercisable within 60 days.

Does not include options to purchase 168,400 shares of common stock that are not exercisable within 60 days.

Consists of 1,088 shares of Common Stock, and 31,901 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days.

Consists of 693 shares of Common Stock, and 21,433 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days .

Consists of 2,774 shares of Common Stock, and 20,734 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days.

Consists of 19,456 shares of Common Stock, and 20,667 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days.

Consists of 200 shares of Common Stock, and 21,006 shares of Common Stock that can be acquired upon the exercise of outstanding options within 60 days.

Consists of 2,000 shares of Common Stock, and 20,000 shares of Common Stock that can be acquired upon the exercise of outstanding options.

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.

Consists of 165,179 shares of Common Stock, 147,999 restricted shares of Common Stock over which Dr.

Garg has voting control and 324,607 shares of Common Stock that can be acquired upon exercise of outstanding options within 60 days.

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.

Equity Compensation Plan Information

18 unchanged sentences

The Board of Directors has determined that each of our current directors, other than Dr.

Gill, currently meet the independence requirements contained in the NASDAQ listing standards and applicable tax and securities rules and regulations.

None of these non-employee directors has or had a relationship with the Company or its subsidiaries that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Gill will become independent upon May 4, 2020, which is the third anniversary of the cessation of his employment with us.

Garg, currently meet the independence requirements contained in the NASDAQ listing standards and applicable tax and securities rules and regulations.

None of our non-employee directors has or had a relationship with the Company or its subsidiaries that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In compliance with the NASDAQ listing standards, we have a Board of Directors comprised of a majority of independent directors.

1 unchanged sentence

The subjective test states that an independent director must be a person who lacks a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Other than Mr.

Gill, none of the non-employee directors were disqualified from “independent” status under the objective tests.

None of the non-employee directors were disqualified from “independent” status under the objective tests.

In assessing independence under the subjective test, the Board took into account the standards in the objective tests, and reviewed and discussed additional information provided by the directors with regard to each director’s business and personal activities as they may relate to Altimmune’s management.

1 unchanged sentence

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.

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.

4 unchanged sentences

Review and approval of related party transactions

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

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

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

As required under SEC rules, transactions 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, 2020 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.

Set forth below is information concerning transactions with our related parties that is required to be disclosed under SEC rules.

Since January 1, 2020, there have been no related party transactions.

Indemnification agreements

4 unchanged sentences

Audit Fees (1)

Audit Fees consist of fees billed for professional services rendered for the audit of the Company’s and PharmAthene’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.

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.

3 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.

30 unchanged sentences

Altimmune, Inc.

2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K

filed on May 8, 2017)

2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on May 8, 2017)

Amendment No.

2 unchanged sentences

Altimmune, Inc.

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

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 filed with the Registrant’s Form S-8 filed on May 10, 2017)

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.

5 unchanged sentences

Altimmune, Inc.

2019 Employee Stock Purchase Plan, incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on August 22, 2019 .

2019 Employee Stock Purchase Plan (incorporated herein by reference to Appendix A to the Registrant’s Definitive Proxy Statement, filed on August 22, 2019 )

Altimmune, Inc.

Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q, filed on November 9, 2020)

Second Restated License Agreement, effective as of October 4, 2005, between Crucell Holland B.V.

5 unchanged sentences

(incorporated by reference to Exhibit 10.11 to the Registrant’s Form 10-Q filed on August 14, 2017)

Amendment No.

2 to Second Restated License Agreement, effective as of September 20, 2016, between Janssen Vaccines & Prevention B.V.

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

(incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed on August 11, 2020)

Amendment No.

3 to Second Restated License Agreement, effective as of April 2, 2020, between Janssen Vaccines & Prevention B.V.

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

(incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q filed on August 11, 2020)

Amendment No.

4 to Second Restated License Agreement, effective as of July 28, 2020, 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 November 9, 2020)

Amendment No.

5 to Second Restated License Agreement, effective as of October 22, 2020, between Janssen Vaccines & Prevention B.V.

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

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

6 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)

4 to Contract Award issued by the Biomedical Advanced Research and Development Authority of the United States Department of Health and Human Services, dated September 20, 2018 (incorporated by reference to Exhibit 10.8 to Amendment No.

2 to the Registrant’s Registration Statement on Form S-1 filed on September 26, 2018)

Amendment No.

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

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

4 unchanged sentences

(incorporated by reference to Exhibit 10.17 to the Registrant’s Form 10-Q filed on August 14, 2017)

Employment Agreement, dated April 4, 2016, between Sybil Tasker and Altimmune, Inc.

(incorporated by reference to Exhibit 10.18 to the Registrant’s Form 10-Q filed on August 14, 2017)

Employment Agreement, dated November 16, 2018 between Dr.

2 unchanged sentences

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)

Amendment No.

2 to the Registrant’s Registration Statement on Form S-1 filed on September 26, 2018)

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)

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

13 unchanged sentences

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

(iii) Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity for the Years Ended December 31, 2019 and 2018;

(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;

5 unchanged sentences

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in the city of Gaithersburg, State of Maryland, on the 27 th day of March 2020.

ALTIMMUNE, INC.

6 unchanged sentences

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

March 27, 2020

February 25, 2021

/s/ Will Brown

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

March 27, 2020

February 25, 2021

/s/ Mitchel Sayare, Ph.D.

1 unchanged sentence

Chairman of the Board

March 27, 2020

February 25, 2021

/s/ John Gill

March 27, 2020

February 25, 2021

/s/ Philip Hodges

Philip Hodges

March 27, 2020

February 25, 2021

/s/ David Drutz, M.D.

David Drutz, M.D.

March 27, 2020

February 25, 2021

Schafer, M.D.

March 27, 2020

February 25, 2021

/s/ Wayne Pisano

March 27, 2020

February 25, 2021

/s/ Diane Jorkasky, M.D.

Diane Jorkasky, M.D.

February 25, 2021

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