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): March 23, 2023

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	ALT	The NASDAQ Global Market

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

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 Principal Officers; Election of Directors; Appointment of Principal Officers

On March 27, 2023, the Board of Directors (the “Board”) of Altimmune, Inc. (the “Company”) appointed Catherine Sohn, Pharm.D. as a director of the Company’s Board, effective March 23, 2023.

Dr. Sohn (70) has served on the board of directors of Jazz Pharmaceuticals plc, a public commercial-stage biopharmaceutical company, since July 2012, Axcellea Health Inc, a public clinical-stage biopharmaceutical company since August 2019, and Maze Therapeutics, a private clinical-stage biopharmaceutical company since July 2021. Dr. Sohn was formerly senior vice president, worldwide business development, and a member of the global executive committee at GlaxoSmithKline’s Consumer Healthcare division, where she led U.S. and global transactions. Since retiring from GlaxoSmithKline, Dr. Sohn has advised CEOs and boards of private life science companies on strategy, strategic product development, partnering/M&A, commercialization of new medicines and vaccines and culture, in her role as President of Sohn Health Strategies. Dr. Sohn received her Doctor of Pharmacy degree from the University of California, San Francisco, a Corporate Directors Certificate from Harvard Business School, a Certificate of Professional Development from Wharton, a Certificate from Berkley Law for ESG: Navigating the Board’s Role and is a Certified Licensing Professional Emeritus. Dr. Sohn is also an Adjunct Professor at the University of California, San Francisco. The Company’s Board believes that Dr. Sohn’s extensive experience in the biopharmaceutical industry and as a physician make her well qualified to serve as a member of the Board.

Dr. Sohn will be compensated for her service as a non-employee director pursuant to the Company’s Non-Employee Director Compensation Policy and received an initial option award to purchase 47,000 shares of the Company’s common stock pursuant to the Company’s 2017 Omnibus Incentive Plan. As a non-employee director, Dr. Sohn is also entitled to receive an annual cash retainer of $40,000 as a member of the Board.

The Company also entered into an indemnification agreement with Dr. Sohn in connection with her appointment to the Board, which is in substantially the same form as that entered into with the other directors of the Company. There are no other arrangements or understandings between Dr. Sohn and any other persons pursuant to which she was selected as a director, and Dr. Sohn has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the Company’s press release issued in connection with this announcement is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

No.	Description
99.1	Press Release of Altimmune, Inc. dated March 27, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Richard Eisenstadt
	Name: Richard Eisenstadt
	Title: Chief Financial Officer

Dated: March 27, 2023

EX-99.1

Exhibit 99.1

Altimmune Appoints Former GSK Executive Catherine Angell Sohn, Pharm.D. to its Board of Directors

GAITHERSBURG, Maryland, March 27, 2023 -- Altimmune, Inc. (Nasdaq: ALT), a clinical-stage biopharmaceutical company, today announced the appointment of Catherine Angell Sohn, Pharm.D. to its Board of Directors.

“We are delighted to welcome Catherine to our Board of Directors”, said Vipin K. Garg, Ph.D., President and Chief Executive Officer. “Her broad experience in the pharmaceutical industry including strategic product development, business development and commercialization will be invaluable to Altimmune as we pursue our mission to develop next generation peptide therapeutics for obesity and liver disease.”

Dr. Sohn added, “I am very honored and pleased to join the Altimmune Board of Directors, all of whom have deep experience in our industry. Altimmune is in a position to significantly impact the health of millions of patients with an exciting clinical stage pipeline and I look forward to supporting these important programs and the company along with my fellow Board Members.”

About Dr. Sohn

Dr. Sohn brings over 30 years of life sciences, biopharmaceutical and business development experience to Altimmune’s Board. Her business development and partnering expertise enhance her biopharmaceutical operating and strategy experience which spans Phase 2 strategic product development through commercialization across multiple therapeutic areas.

Dr. Sohn is currently an independent director on the boards of directors of Jazz Pharmaceuticals, Axcella Health and Maze Therapeutics and is Adjunct Professor at the University of California, School of Pharmacy. Additionally, she is an industry consultant to CEOs of private companies on inspirational leadership, strategy, product development, partnering and culture. Before retiring from GSK, she was Senior Vice President, Worldwide Business Development and Strategic Alliances at GlaxoSmithKline Consumer Healthcare and a member of the global executive team, where she led global, regional and U.S. acquisitions and licensing transactions. Previously, she was Vice President, Worldwide Strategic Product Development for the cardiovascular, metabolic, and pulmonary therapeutics areas at SmithKline Beecham Pharmaceuticals plc overseeing the global launch of Coreg for CHF which became a $1 billion indication. Earlier in her career, she held a series of positions in Medical Affairs, Pharmaceutical Business Development and U.S. Product Marketing at SmithKline Beecham Pharmaceuticals plc and its predecessor, Smith, Kline & French, including leading the commercial launches of the U.S. Vaccine Business and subsequently the company’s largest neuroscience product, both of which became blockbusters.

Dr. Sohn has previously served on the Johns Hopkins Bloomberg School of Public Health Advisory Board and the UCSF Board of Overseers. Dr. Sohn was named Woman of the Year by the Healthcare Businesswomen's Association (2003), Distinguished Alum of the Year by the University of California, San Francisco (2000), and received the Frank Barnes Mentoring Award from the Licensing Executive Society (2009). She received a Doctor of Pharmacy from the University of California, San Francisco, School of Pharmacy, a Corporate Directors Certificate from Harvard Business School, a Certificate of Professional Development from the Wharton School at the University of Pennsylvania, a Certificate from Berkeley Law for ESG: Navigating the Board's Role and is a Certified Licensing Professional Emeritus.

About Altimmune

Altimmune (the “Company”) is a clinical-stage biopharmaceutical company focused on the development of novel peptide-based therapeutics for the treatment of obesity and liver diseases. The Company’s lead product candidate, pemvidutide (formerly ALT-801), is a GLP-1/glucagon dual receptor agonist that is being developed for the treatment of obesity and NASH. In addition, Altimmune is developing HepTcell™, an immunotherapeutic designed to achieve a functional cure for chronic hepatitis B. For more information, please visitwww.altimmune.com.

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Investor & Media Contacts:

Rich Eisenstadt

Chief Financial Officer

Phone: 240-654-1450

reisenstadt@altimmune.com

XML

Document and Entity Information	Mar. 23, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 23, 2023
Entity File Number	001-32587
Entity Registrant Name	ALTIMMUNE, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-2726770
Entity Address State Or Province	MD
Entity Address, Address Line One	910 Clopper Road
Entity Address, Adress Line Two	Suite 201S
Entity Address, City or Town	Gaithersburg
Entity Address, Postal Zip Code	20878
City Area Code	240
Local Phone Number	654-1450
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	ALT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001326190
Amendment Flag	false
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Soliciting Material	false
Written Communications	false