8-K 1 d614112d8k.htm 8-K 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 30, 2018

 

 

ALTIMMUNE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32587   20-2726770

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

910 Clopper Road, Suite 201S

Gaithersburg, Maryland

     20878
(Address of principal executive offices)     (Zip Code)

Registrant’s telephone number including area code: (240) 654-1450

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

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 13(a) of the Exchange Act.  ☐

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As disclosed in Item 5.07 below, on August 30, 2018, Altimmune, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”). At the 2018 Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Altimmune, Inc. 2017 Omnibus Incentive Plan (the “2017 Incentive Plan”). The Amendment, among other things, modifies the 2017 Incentive Plan’s “evergreen” provision to remove the 1,000,000 share maximum amount of the automatic annual increase in the share reserve thereunder. As modified, the aggregate number of shares authorized for issuance under the 2017 Incentive Plan will be automatically increased each year beginning on January 1, 2019 by 4% of the number of shares of Common Stock outstanding on a fully diluted basis as of the immediately preceding December 31, or such lesser number of shares determined by our Board of Directors. A more complete description of the terms of the Amendment can be found in “Proposal 4 — Approval of the Adoption of an Amendment to the Altimmune, Inc. 2017 Omnibus Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 26, 2018 (the “2018 Proxy Statement”), which description is incorporated by reference herein. The foregoing description and the description incorporated by reference from the 2018 Proxy Statement are qualified in their entirety by reference to the Amendment, which is attached as Appendix A to the 2018 Proxy Statement and is incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

The 2018 Annual Meeting was held on August 30, 2018. A total of 30,260,398 shares of common stock were present or represented by proxy at the 2018 Annual Meeting, representing 79% of the issued and outstanding shares entitled to vote at the meeting. The proposals voted upon and the final results of the vote were as follows:

Proposal No. 1: Election of Directors. The results were as follows:

 

Director

    For      Withhold      Broker
Non-Votes		  

Mitchel Sayare, Ph.D.

      15,090,207        482,689        14,687,502  

William J. Enright

      14,975,407        597,489        14,687,502  

David J. Drutz, M.D.

      15,055,508        517,388        14,687,502  

John M. Gill

      14,631,149        941,747        14,687,502  

Philip L. Hodges

      15,054,425        518,471        14,687,502  

Wayne Pisano

      15,102,335        470,561        14,687,502  

Klaus O. Schafer, M.D., MPH

      15,114,140        458,756        14,687,502  

Proposal No. 2: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018. The results were as follows:

 

For

    Against      Abstain  

28,508,168

      1,497,118        255,112  

Proposal No. 3: Advisory vote on the Compensation of the Company’s named executive officers as disclosed in the Proxy Statement pursuant to the SEC’s compensation rules (referred to as the “say-on-pay” proposal). The results were as follows:

 

For

    Against      Abstain      Broker Non-Votes  

13,524,082

      1,968,759        80,055        14,687,502  

Proposal No. 4: Vote to approve an amendment to the 2017 Incentive Plan. The results were as follows:

 

For

    Against      Abstain      Broker Non-Votes  

13,115,082

      2,353,364        104,450        14,687,502  

Proposal No. 5: Vote to approve the issuance of the Company’s common stock pursuant to Nasdaq Listing Rules 5635(d) and 5635(b). The results were as follows:

 

For

    Against      Abstain      Broker Non-Votes  

13,430,038

      1,101,953        77,194        14,687,502  

Proposal No. 6: Vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized shares of common stock from 100,000,000 to 200,000,000. The results were as follows:

 

For

    Against      Abstain  

22,240,464

      7,581,628        438,306  

Proposal No. 7: Vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s Common Stock. The results were as follows:

 

For

    Against      Abstain  

20,776,436

      9,078,646        405,316  

Proposal No. 8: Vote to authorize the adjournment of the 2018 Annual Meeting to enable the Board of Director to solicit additional proxies. The results were as follows:

 

For

    Against      Abstain  

23,366,281

      6,407,699        468,579  

 

Item 8.01

Other Events.

On August 31, 2018, the Company issued a press release announcing initial data from its NasoShield Phase 1 study. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Index

 

Exhibit

Number

   

Description

99.1    Press Release dated August 31, 2018

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

ALTIMMUNE, INC.
By:  

/s/ William Enright

  Name: William Enright
  Title: President and Chief Executive Officer

Dated August 31, 2018