As filed with the Securities and Exchange Commission on February 28, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ALTIMMUNE, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 20-2726770 |
(State or other jurisdiction of incorporation) |
| (I.R.S. Employer Identification No.) |
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910 Clopper Road Suite 201S Gaithersburg, Maryland |
| 20878 |
(Address of principal executive offices) |
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ALTIMMUNE, INC.
2017 OMNIBUS INCENTIVE PLAN
(Full Title of the Plan)
Dr. Vipin K. Garg
Chief Executive Officer
Altimmune, Inc.
910 Clopper Road, Suite 201S
Gaithersburg, Maryland
Telephone: (240) 654-1450
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Joseph Theis, Jr.
Goodwin Procter LLP
100 Northern Ave
Boston, MA 02210
Telephone: (617) 570-1000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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| Accelerated filer |
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Non-accelerated filer |
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| Smaller reporting company |
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| Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers an additional shares of the Registrant’s common stock, $0.0001 par value per share (“Common Stock”) under the Altimmune, Inc. 2017 Omnibus Incentive Plan, as amended (the “2017 Plan”). The number of shares of Common Stock reserved and available for issuance under the 2017 Plan is subject to an automatic annual increase on each January 1, beginning in 2019, by an amount equal to the lesser of: (i) four (4) percent (4%) of the total number of shares of Common Stock outstanding on a fully diluted basis as of December 31 of the immediately preceding calendar year, and (ii) such number of shares of Common Stock, if any, determined by the Board of Directors of the Registrant. Accordingly, on January 1, 2023, the number of shares of Common Stock reserved and available for issuance under the 2017 Plan increased by 2,160,537. The additional shares are of the same class as other securities relating to the 2017 Plan for which the Registrant’s registration statements filed on Form S-8 filed with the Securities and Exchange Commission on May 10, 2017 (Registration No. 333-217846); Form S-8 filed with the Securities and Exchange Commission on August 14, 2019 (Registration No. 333-233273); Form S-8 filed with the Securities and Exchange Commission on August 21, 2020 (Registration No. 333-248232); and Form S-8 filed with the Securities and Exchange Commission on March 15, 2022 (Registration No. 333-263569) (the “Registration Statements”), are effective. The information contained in each of the Registration Statements is hereby incorporated by reference pursuant to General Instruction E.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See the Exhibit Index below for a list of exhibits filed as part of this registration statement on Form S-8, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
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| Consent of Ernst & Young LLP, independent registered public accounting firm. | |
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* | Filed herewith |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Gaithersburg, State of Maryland, on the 28 day of February, 2023.
| ALTIMMUNE, INC. |
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| By: | /s/ Vipin K. Garg |
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| Vipin K. Garg, Ph.D. |
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| President and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Vipin K. Garg, Ph.D. and Richard I. Eisenstadt as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person in the capacities and on the date indicated.
Name | Title | Date |
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/s/ Vipin K. Garg Vipin K. Garg, Ph.D. | President, Chief Executive Officer and Director (Principal Executive Officer) | February 28, 2023 |
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/s/ Richard I. Eisenstadt Richard I. Eisenstadt | Chief Financial Officer (Principal Financial and Accounting Officer) | February 28, 2023 |
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/s/ Mitchel Sayare Mitchel Sayare, Ph.D. | Chairman of the Board, Director | February 28, 2023 |
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/s/ David J. Drutz David J. Drutz, M.D. | Director | February 28, 2023 |
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/s/ John M. Gill John M. Gill | Director | February 28, 2023 |
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/s/ Philip L. Hodges Philip L. Hodges | Director | February 28, 2023 |
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/s/ Diane Jorkasky Diane Jorkasky, M.D. | Director | February 28, 2023 |
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/s/ Wayne Pisano Wayne Pisano | Director | February 28, 2023 |
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/s/ Klaus O. Schafer Klaus O. Schafer, M.D., MPH | Director | February 28, 2023 |