Company Quick10K Filing
Quick10K
Altimmune
Closing Price ($) Shares Out (MM) Market Cap ($MM)
$2.86 13 $38
10-Q 2019-03-31 Quarter: 2019-03-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-K 2017-12-31 Annual: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
10-K 2016-12-31 Annual: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-Q 2016-03-31 Quarter: 2016-03-31
10-K 2015-12-31 Annual: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-Q 2015-03-31 Quarter: 2015-03-31
10-K 2014-12-31 Annual: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
10-Q 2014-06-30 Quarter: 2014-06-30
10-Q 2014-03-31 Quarter: 2014-03-31
10-K 2013-12-31 Annual: 2013-12-31
8-K 2019-07-12 M&A, Sale of Shares, Regulation FD, Exhibits
8-K 2019-07-08 Enter Agreement, Sale of Shares, Regulation FD, Exhibits
8-K 2019-06-17 Officers
8-K 2019-06-10 Officers, Exhibits
8-K 2019-06-03 Officers
8-K 2019-05-14 Earnings, Exhibits
8-K 2019-03-14 Officers, Exhibits
8-K 2019-03-08 Earnings, Other Events, Exhibits
8-K 2019-03-08 Enter Agreement, Other Events, Exhibits
8-K 2018-11-30 Other Events
8-K 2018-11-28 Officers, Other Events, Exhibits
8-K 2018-11-27 Officers, Exhibits
8-K 2018-11-13 Earnings, Exhibits
8-K 2018-10-16 Officers
8-K 2018-10-08 Enter Agreement, Other Events, Exhibits
8-K 2018-09-28 Other Events
8-K 2018-09-24 Enter Agreement, Other Events, Exhibits
8-K 2018-09-24 Enter Agreement, Other Events, Exhibits
8-K 2018-09-13 Amend Bylaw, Exhibits
8-K 2018-09-12 Other Events
8-K 2018-09-04 Other Events, Exhibits
8-K 2018-08-30 Officers, Shareholder Vote, Other Events, Exhibits
8-K 2018-08-14 Earnings, Exhibits
8-K 2018-07-11 Enter Agreement, Leave Agreement, Sale of Shares, Shareholder Rights, Other Events, Exhibits
8-K 2018-06-22 Enter Agreement, Leave Agreement, Off-BS Arrangement, Sale of Shares, Shareholder Rights, Other Events, Exhibits
8-K 2018-06-18 Officers
8-K 2018-05-17
8-K 2018-05-08 Officers
8-K 2018-03-28 Earnings, Exhibits
CVBF CVB Financial 2,990
KOS Kosmos Energy 2,650
INFN Infinera 575
ORRF Orrstown Financial Services 195
DNBF DNB Financial 170
BCLI Brainstorm Cell Therapeutics 119
CTEK CynergisTek 43
CKX CKX Lands 20
COTV Cotiviti Holdings 0
LGF Lions Gate Entertainment 0
ALT 2019-03-31
Part I-Financial Information
Item 1. Unaudited Condensed Consolidated Financial Statements.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Item 4. Controls and Procedures.
Part II - Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Default Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31.1 alt-ex311_9.htm
EX-31.2 alt-ex312_8.htm
EX-32.1 alt-ex321_6.htm
EX-32.2 alt-ex322_7.htm

Altimmune Earnings 2019-03-31

ALT 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 alt-10q_20190331.htm 10-Q alt-10q_20190331.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to                 

Commission file number 001-32587

 

Altimmune, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

 

20-2726770

State or Other Jurisdiction of

Incorporation or Organization

 

I.R.S. Employer

Identification No.

 

910 Clopper Road Suite 201S, Gaithersburg, Maryland

 

20878

Address of Principal Executive Offices

 

Zip Code

 

(240) 654-1450

Registrant’s Telephone Number, Including Area Code

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

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.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes      No  

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 the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: as of May 13, 2019 there were 13,450,680 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.

 

 

 


 

 

 

ALTIMMUNE, INC.

TABLE OF CONTENTS

 

 

 

 

Page

 

 

 

 

PART I — FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1. Unaudited Condensed Consolidated Financial Statements

 

 

 

 

 

 

 

     Unaudited Condensed Consolidated Balance Sheets

 

1

 

     Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss

 

2

 

     Unaudited Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity

 

3

 

     Unaudited Condensed Consolidated Statements of Cash Flows

 

4

 

 

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

11

 

 

 

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

14

 

 

 

 

 

Item 4. Controls and Procedures

 

14

 

 

 

 

PART II — OTHER INFORMATION

 

16

 

 

 

 

 

Item 1. Legal Proceedings

 

16

 

 

 

 

 

Item 1A. Risk Factors

 

16

 

 

 

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

16

 

 

 

 

 

Item 3. Defaults Upon Senior Securities

 

16

 

 

 

 

 

Item 4. Mine Safety Disclosures

 

16

 

 

 

 

 

Item 5. Other Information

 

16

 

 

 

 

 

Item 6. Exhibits

 

17

 

 

 

i


 

 

Part I—FINANCIAL INFORMATION

Item 1.

Unaudited Condensed Consolidated Financial Statements.

ALTIMMUNE, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

March 31, 2019

 

 

December 31, 2018

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

44,300,170

 

 

$

33,718,713

 

Restricted cash

 

 

634,934

 

 

 

634,416

 

Total cash, cash equivalents and restricted cash

 

 

44,935,104

 

 

 

34,353,129

 

Accounts receivable

 

 

2,906,130

 

 

 

3,461,938

 

Tax refund receivable

 

 

1,066,869

 

 

 

1,008,973

 

Prepaid expenses and other current assets

 

 

505,949

 

 

 

548,094

 

Total current assets

 

 

49,414,052

 

 

 

39,372,134

 

Property and equipment, net

 

 

1,282,752

 

 

 

1,342,802

 

Right of use asset

 

 

744,929

 

 

 

 

Intangible assets, net

 

 

13,762,199

 

 

 

13,851,924

 

Other assets

 

 

169,898

 

 

 

183,682

 

Total assets

 

$

65,373,830

 

 

$

54,750,542

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Notes payable

 

$

227,117

 

 

$

71,596

 

Accounts payable

 

 

14,753

 

 

 

372,860

 

Accrued expenses and other current liabilities

 

 

3,434,519

 

 

 

4,082,949

 

Total current liabilities

 

 

3,676,389

 

 

 

4,527,405

 

Deferred income taxes

 

 

58,500

 

 

 

58,500

 

Other long-term liabilities

 

 

2,316,831

 

 

 

1,852,071

 

Total liabilities

 

 

6,051,720

 

 

 

6,437,976

 

Commitments and contingencies (Note 11)

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Common stock, $0.0001 par value; 200,000,000 shares authorized;

   13,451,105 and 9,078,735 shares issued; 13,450,680 and 9,078,238 shares

  outstanding at March 31, 2019 and December 31, 2018, respectively

 

 

1,313

 

 

 

876

 

Additional paid-in capital

 

 

183,314,257

 

 

 

170,207,844

 

Accumulated deficit

 

 

(118,953,297

)

 

 

(116,855,991

)

Accumulated other comprehensive loss – foreign currency translation

   adjustments

 

 

(5,040,163

)

 

 

(5,040,163

)

Total stockholders’ equity

 

 

59,322,110

 

 

 

48,312,566

 

Total liabilities and stockholders’ equity

 

$

65,373,830

 

 

$

54,750,542

 

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

1


 

 

ALTIMMUNE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

 

 

 

For the Three Months Ended

March 31,

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

2,955,592

 

 

$

2,690,980

 

Operating expenses:

 

 

 

 

 

 

 

 

Research and development

 

 

3,217,671

 

 

 

5,746,971

 

General and administrative

 

 

2,066,482

 

 

 

2,447,894

 

Impairment charges

 

 

 

 

 

490,676

 

Total operating expenses

 

 

5,284,153

 

 

 

8,685,541

 

Loss from operations

 

 

(2,328,561

)

 

 

(5,994,561

)

Other income (expense):

 

 

 

 

 

 

 

 

Changes in fair value of warrant liability

 

 

 

 

 

1,547,982

 

Changes in fair value of embedded derivatives

 

 

 

 

 

(7,042

)

Interest expense

 

 

(740

)

 

 

(870

)

Interest income

 

 

185,246

 

 

 

31,590

 

Other income (expense)

 

 

46,749

 

 

 

257,725

 

Total other income (expense)

 

 

231,255

 

 

 

1,829,385

 

Net loss before income tax benefit

 

 

(2,097,306

)

 

 

(4,165,176

)

Income tax benefit

 

 

 

 

 

991,638

 

Net loss

 

 

(2,097,306

)

 

 

(3,173,538

)

Other comprehensive income (loss) – foreign currency translation adjustments

 

 

 

 

 

615,471

 

Comprehensive loss

 

$

(2,097,306

)

 

$

(2,558,067

)

Net loss

 

$

(2,097,306

)

 

$

(3,173,538

)

Preferred stock accretion and other deemed dividends

 

 

(452,925

)

 

 

(1,891,321

)

Net loss attributed to common stockholders

 

$

(2,550,231

)

 

$

(5,064,859

)

Weighted-average common shares outstanding, basic and diluted

 

 

9,489,765

 

 

 

676,552

 

Net loss per share attributed to common stockholders, basic and diluted

 

$

(0.27

)

 

$

(7.49

)

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

 

 

2


 

 

ALTIMMUNE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Common Stock

 

 

Additional

Paid-In

 

 

Accumulated

 

 

Accumulated

Other

Comprehensive

 

 

Total

Stockholders’

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Loss

 

 

Equity

 

Balance, January 1, 2019

 

 

 

 

 

 

9,078,239

 

 

$

876

 

 

$

170,207,844

 

 

$

(116,855,991

)

 

$

(5,040,163

)

 

$

48,312,566

 

Stock based compensation and vesting of restricted stock

 

 

 

 

 

 

71

 

 

 

 

 

 

 

407,742

 

 

 

 

 

 

 

 

 

 

 

407,742

 

Issuance of common stock in registered direct offering,

   net of offering costs

 

 

 

 

 

 

4,361,370

 

 

 

436

 

 

 

12,668,348

 

 

 

 

 

 

 

 

 

 

 

12,668,784

 

Issuance of common stock upon exercise of warrants

 

 

 

 

 

 

11,000

 

 

 

1

 

 

 

30,323

 

 

 

 

 

 

 

 

 

 

 

30,324

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,097,306

)

 

 

 

 

 

 

(2,097,306

)

Balance, March 31, 2019

 

 

 

 

 

 

13,450,680

 

 

$

1,313

 

 

$

183,314,257

 

 

$

(118,953,297

)

 

$

(5,040,163

)

 

$

59,322,110

 

 

 

 

Series B Redeemable

Convertible Preferred

Stock

 

 

Common Stock

 

 

Additional

Paid-In

 

 

Accumulated

 

 

Accumulated

Other

Comprehensive

 

 

Total

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Loss

 

 

Equity

 

Balance, January 1, 2018

 

 

12,177

 

 

$

9,281,767

 

 

 

608,499

 

 

$

61

 

 

$

121,657,587

 

 

$

(77,684,839

)

 

$

(4,576,986

)

 

$

39,395,823

 

Stock based compensation and vesting of restricted stock

 

 

 

 

 

 

 

 

 

 

71

 

 

 

 

 

 

356,737

 

 

 

 

 

 

 

 

 

 

 

356,737

 

Exercises of stock options

 

 

 

 

 

 

 

 

 

 

7,703

 

 

 

1

 

 

 

18,487

 

 

 

 

 

 

 

 

 

 

 

18,488

 

Conversion of Series B redeemable convertible preferred

   stock into common stock

 

 

(5,219

)

 

 

(5,218,572

)

 

 

130,447

 

 

 

13

 

 

 

5,218,559

 

 

 

 

 

 

 

 

 

 

 

5,218,572

 

Accretion of Series B Redeemable convertible preferred

   stock

 

 

 

 

 

 

1,891,321

 

 

 

 

 

 

 

 

 

 

 

(1,891,321

)

 

 

 

 

 

 

 

 

 

 

(1,891,321

)

Foreign currency translation adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

615,471

 

 

 

615,471

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,173,538

)

 

 

 

 

 

 

(3,173,538

)

Balance, March 31, 2018

 

 

6,958

 

 

$

5,954,516

 

 

 

746,720

 

 

$

75

 

 

$

125,360,049

 

 

$

(80,858,377

)

 

$

(3,961,515

)

 

$

40,540,232

 

 

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

 

 

 

3


 

 

ALTIMMUNE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

For the Three Months Ended

March 31,

 

 

 

2019

 

 

2018

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

Net loss

 

$

(2,097,306

)

 

$

(3,173,538

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Impairment charge

 

 

 

 

 

490,676

 

Stock-based compensation

 

 

407,714

 

 

 

356,709

 

Depreciation

 

 

61,277

 

 

 

25,062

 

Amortization

 

 

92,744

 

 

 

14,628

 

Unrealized gains on foreign currency exchange

 

 

(46,081

)

 

 

 

Changes in fair value of warrant liability

 

 

 

 

 

(1,547,982

)

Changes in fair value of embedded derivatives

 

 

 

 

 

7,042

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

555,808

 

 

 

51,263

 

Prepaid expenses and other current assets

 

 

55,928

 

 

 

246,403

 

Accounts payable

 

 

(358,107

)

 

 

376,347

 

Accrued expenses and other current liabilities

 

 

(699,942

)

 

 

716,934

 

Deferred revenue

 

 

17,176

 

 

 

20,062

 

Lease obligation

 

 

(44,202

)

 

 

49,845

 

Tax refund receivable

 

 

(57,896

)

 

 

(694,200

)

Deferred taxes

 

 

 

 

 

(497,952

)

Net cash used in operating activities

 

 

(2,112,887

)

 

 

(3,558,701

)

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(1,226

)

 

 

(652,635

)

Proceeds from sale of property and equipment

 

 

 

 

 

 

Additions to intangible assets

 

 

(3,020

)

 

 

(14,828

)

Net cash used in investing activities

 

 

(4,246

)

 

 

(667,463

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from issuance of common units, net of issuance costs

 

 

12,668,784

 

 

 

 

Proceeds from exercise of warrants

 

 

30,324

 

 

 

 

Proceeds from exercise of stock options

 

 

 

 

 

18,488

 

Net cash provided by financing activities

 

 

12,699,108

 

 

 

18,488

 

EFFECT OF EXCHANGE RATES ON CASH

 

 

 

 

 

(1,895

)

Net increase (decrease) in cash and cash equivalents and restricted cash

 

 

10,581,975

 

 

 

(4,209,571

)

Cash, cash equivalents and restricted cash, beginning of period

 

 

34,353,129

 

 

 

12,303,639

 

Cash, cash equivalents and restricted cash, end of period

 

$

44,935,104

 

 

$

8,094,068

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

 

 

$

870

 

SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Conversion of Series B redeemable convertible preferred stock into

   common stock

 

$

 

 

$

5,218,570

 

Accretion of Series B redeemable convertible preferred stock

 

$

 

 

$

1,891,321

 

Addition of property and equipment not yet paid

 

$

 

 

$

142,950

 

Addition of intangible assets not yet paid

 

$

 

 

$

12,273

 

Lease incentive billed but not yet received

 

$

 

 

$

684,972

 

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

4


 

 

ALTIMMUNE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.Nature of Business and Basis of Presentation

Nature of Business

Altimmune, Inc., headquartered in Gaithersburg, Maryland, together with its subsidiaries (collectively, the “Company” or “Altimmune”) is a clinical stage biopharmaceutical company incorporated under the laws of the State of Delaware. The Company is focused on discovering and developing immunotherapies and vaccines to address significant unmet medical needs. Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, and raising capital, and has financed its operations through the issuance of common and preferred stock, long-term debt, and proceeds from research grants and government contracts. The Company has not generated any revenues from the sale of any products to date, and there is no assurance of any future revenues from product sales.

The accompanying unaudited condensed consolidated financial statements are prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States for complete consolidated financial statements and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2018 included in the annual report on Form 10-K which was filed with the SEC on April 1, 2019. In the opinion of management, the Company has prepared the accompanying unaudited condensed consolidated financial statements on the same basis as the audited consolidated financial statements, and these condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year 2019 or any future years or periods.

Basis of presentation

The unaudited condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and liabilities that might be necessary should we be unable to continue as a going concern.

On September 13, 2018, the Company filed Certificates of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share, from 100,000,000 to 200,000,000 shares and to effect a reverse stock split of the Company’s common stock at a ratio of 1-for-30 (the “Reverse Stock Split”). All references set forth in this quarterly report to number of shares or per share data have been presented retroactively on a post Reverse Stock Split basis.

2.Summary of Significant Accounting Policies

During the three months ended March 31, 2019, there have been no significant changes to the Company’s summary of significant accounting policies contained in the Company’s Annual report on Form 10-K for the year ended December 31, 2018 as filed with the SEC, except for recently adopted accounting standards.

Leases

The Company determines if an arrangement is a lease at inception. Operating leases are recorded as a current and long-term lease obligation, with a corresponding right of use lease assets.

The lease obligations represent the Company’s obligation to make lease payments arising from the lease. The right of use lease assets represent the Company’s right to use an underlying asset for the lease term. The lease obligations and the operating right of use lease assets are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Short-term leases are leases having a term of twelve months or less. The Company recognizes short-term leases on a straight-line basis and does not record a related lease asset or liability for such leases.

5


 

 

Recently Issued Accounting Pronouncements - Adopted

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 requires a lessee to separate the lease components from the non-lease components in a contract and recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018. The standard requires a modified retrospective approach or an optional transition to apply the new guidance in the year of transition rather than at the beginning of the earliest period presented. The Company adopted ASU 2016-02 in the first quarter of 2019 under the optional transition method. The Company’s current operating leases will be accounted for as operating lease liabilities and right of use assets upon adoption. The Company has elected the package of practical expedients permitted. Accordingly, the Company accounted for its existing operating leases as operating leases under the new guidance, without reassessing (a) whether the contracts contain a lease, (b) whether classification of the operating leases would be different in accordance, or (c) whether the unamortized initial direct costs before transition adjustments would have met the definition of initial direct costs at lease commencement. In addition, the Company does not allocate the consideration between lease and non-lease components. On January 1, 2019, the Company recorded a lease liability and a corresponding right of use asset. The adjustment resulted in an increase of $756,347 to total assets and total liabilities on the consolidated balance sheet. The adoption will not have a material impact on the consolidated statement of operations or consolidated statement of cash flows.

In June 2018, FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718)—Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The Company adopted ASU 2018-07 in the first quarter of 2019. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements - Pending Adoption

In August 2018, FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, was issued to modify and enhance the disclosure requirements for fair value measurements. This update is effective in fiscal years, including interim periods, beginning after December 15, 2019, and early adoption is permitted. The Company is still completing its assessment of the impacts and anticipated adoption date of this guidance.

3.Net Loss Per Share

Because the Company has reported a net loss attributable to common stockholders for all periods presented, basic and diluted net loss per share attributable to common stockholders are the same for all periods presented. For periods presented, all preferred stock, unvested restricted stock, common stock warrants, and stock options have been excluded from the computation of diluted weighted-average shares outstanding because such securities would have an antidilutive impact.

 

Potential common shares issuable upon conversion, vesting or exercise of preferred stock, unvested restricted stock, common stock warrants, and stock options that are excluded from the computation of diluted weighted-average shares outstanding are as follows:

 

 

 

For the Three Months Ended

March 31,

 

 

 

2019

 

 

2018

 

Redeemable preferred stock

 

 

-

 

 

 

86,868

 

Common stock warrants

 

 

10,386,256

 

 

 

78,336

 

Common stock options

 

 

900,869

 

 

 

56,875

 

Restricted stock

 

 

323,333

 

 

 

710

 

 

4.Goodwill and Intangible Assets

Goodwill

In May 2017, the Company closed on a business combination and recorded an initial purchase price allocation including goodwill. The measurement period ended on the one year anniversary of the business combination and during the three months ended March 31, 2018, the Company recorded adjustments to the purchase price allocation resulting in a net decrease in tax refunds receivable, with a corresponding net increase in goodwill, of $490,676. As goodwill related to this transaction had previously been determined to be fully impaired, the Company recognized an impairment charge of $490,676 as a result of these purchase price allocation adjustments. The purchase price allocation was considered final in May 2018, and no further adjustments were recorded.

 

6


 

 

Intangibles assets

The Company’s intangible assets consisted of the following:

 

 

 

March 31, 2019

 

 

 

Estimated

Useful

Lives

 

Gross

Carrying

Value

 

 

Accumulated

Amortization

 

 

Net Book

Value

 

Internally developed patents

 

6-10 years

 

$

721,570

 

 

$

(405,969

)

 

$

315,601

 

Acquired licenses

 

16-20 years

 

$

285,000

 

 

 

(257,369

)

 

 

27,631

 

Total intangible assets subject to amortization

 

 

 

 

1,006,570

 

 

 

(663,338

)

 

 

343,232

 

IPR&D assets

 

Indefinite

 

 

13,418,967

 

 

 

 

 

 

13,418,967

 

Total

 

 

 

$

14,425,537

 

 

$

(663,338

)

 

$

13,762,199

 

 

 

 

December 31, 2018

 

 

 

Estimated

Useful

Lives

 

Gross

Carrying

Value

 

 

Accumulated

Amortization

 

 

Impairment

 

 

Net Book

Value

 

Internally developed patents

 

6-10 years

 

$

718,559

 

 

$

(317,172

)

 

$

 

 

$

401,387

 

Acquired licenses

 

16-20 years

 

 

285,000

 

 

 

(253,430

)

 

 

 

 

 

31,570

 

Total intangible assets subject to amortization

 

 

 

$

1,003,559

 

 

$

(570,602

)

 

$

 

 

$

432,957

 

IPR&D assets

 

Indefinite

 

 

37,868,978

 

 

 

 

 

 

(24,450,011

)

 

 

13,418,967

 

Total

 

 

 

$

38,872,537

 

 

$

(570,602

)

 

$

(24,450,011

)

 

$

13,851,924

 

Amortization expense of intangible assets subject to amortization was $92,744 and $14,628 for the three months ended March 31, 2019 and 2018, respectively. Amortization expense was classified as research and development expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss.

As of March 31, 2019, future estimated amortization expense was as follows:

 

Years ending December 31,

 

 

 

 

The remainder of 2019

 

$

44,535

 

2020

 

 

45,933

 

2021

 

 

25,375

 

2022

 

 

25,371

 

2023

 

 

25,375

 

2024 and thereafter

 

 

176,643

 

Total

 

$

343,232

 

 

5.Accrued Expenses

Accrued expenses and other current liabilities consist of the following:

 

 

 

March 31,

2019

 

 

December 31,

2018

 

Accrued professional services

 

$

746,063

 

 

$

552,619

 

Accrued payroll and employee benefits

 

 

842,678

 

 

 

1,257,191

 

Accrued interest

 

 

1,932

 

 

 

1,192

 

Accrued research and development

 

 

1,562,203

 

 

 

2,076,704

 

Lease obligation, current portion

 

 

239,776

 

 

 

 

Deferred rent, current portion

 

 

 

 

 

175,490

 

Deferred revenue

 

 

41,867

 

 

 

19,753

 

Total accrued expenses

 

$

3,434,519

 

 

$

4,082,949

 

 

7


 

 

6.Notes Payable and Other Long-Term Liabilities

The Company’s current portion of outstanding notes payable are summarized as follows:

 

 

March 31,

2019

 

 

December 31,

2018

 

BPI France notes, short-term portion

 

$

227,117

 

 

$

71,596

 

Total notes payable

 

$

227,117

 

 

$

71,596

 

 

The Company’s long-term portion of outstanding notes payable as well as other long-term liabilities are summarized as follows:

 

 

 

March 31,

2019

 

 

December 31,

2018

 

BPI France notes, long-term portion

 

$

334,460

 

 

$

501,174

 

Lease obligation, long-term portion (see Note 10)

 

 

1,682,247

 

 

 

 

Deferred rent, long-term portion

 

 

 

 

 

1,045,807

 

Common stock warrant liability (see Note 8)

 

 

65,000

 

 

 

65,000

 

Other

 

 

235,124

 

 

 

240,090

 

Total other long-term liabilities

 

$

2,316,831

 

 

$

1,852,071

 

 

Line of Credit

On July 27, 2018, the Company renewed its existing line of credit agreement for a six-month term with an increase to the borrowing capacity from $250,000 to $1,750,000, subject to a minimum liquidity requirement equal to the outstanding balance of the line. The line of credit expired in January 2019. There was no balance on this credit facility as of December 31, 2018 or for the period within 2019 prior to its expiration.

BPI France Notes

Altimmune France has two non-interest-bearing research and development funding arrangements with BPI France that were entered into in December 2013 to provide Altimmune France up to €750,000 in research funding in the first arrangement and up to €250,000 in the second arrangement. Altimmune France was permitted to draw 50% of the funds upon the signing of the arrangements, an additional 30% contingent upon a financial audit and technical progress report, and the remaining amounts at the completion of the research and development project being funded by the arrangements. In October 2016, the Company and BPI France agreed to extend the term on the arrangement by two years. Each of the two obligations is repayable in sixteen quarterly installments from June 2019 through March 2023. The total amount advanced under the arrangements was €500,000 as of March 31, 2019 ($561,577 as of March 31, 2019). In April 2019, the Company was notified that €102,951 ($115,630 as of March 31, 2019) exceeded the allowable funding in accordance with the arrangement and demanded payment of this amount which is classified as short term. The remaining balance of €397,049 ($445,947 as of March 31, 2019) may still be repayable in sixteen quarterly instalments from June 2019 through March 2023. As of March 31, 2019, $227,117 on this note is classified as short term, and $334,460 as long term. The BPI France notes are recorded at their repayment value which approximates fair value.

7.Common Stock

On March 12, 2019, the Company issued a combined total of 1,500,000 common units and 2,861,370 pre-funded units to two institutional investors in a registered direct offering (the “Registered Direct Offering”). Each common unit in the Registered Direct Offering was sold at a price of $3.21 and consisted of one share of common stock and 0.70 of a warrant to purchase one share of common stock at an exercise price of $3.21. Each warrant sold in the Registered Direct Offering was exercisable immediately and expired five years from the date of issuance. Each pre-funded unit in the Registered Direct Offering was sold at a public offering price of $3.20 and consisted of a pre-funded warrant to purchase one share of common stock at an exercise price of $0.01 per share and 0.70 of a warrant to purchase one share of common stock at an exercise price of $3.21. The pre-funded warrants were immediately exercisable and were able to be exercised at any time until all of the pre-funded warrants are exercised in full. All of the pre-funded warrants were exercised prior to March 31, 2019. The net proceeds of the Registered Direct Offering were approximately $12,668,784, after deducting the underwriting discount and offering expenses payable by the Company.

The warrants issued in the Registered Direct Offering were concluded to be equity classified freestanding financial instruments. The Registered Direct Offering triggered a down round adjustment to the exercise price of warrants previously issued in an October 2018 public offering from $4.1798 to $2.7568. The Company treated the value of the effect of the reduction in exercise price as a deemed dividend of $452,925 during the quarter ended March 31, 2019, which reduced income available to common shareholders.

8


 

 

8.Warrants

A summary of warrant activity during the three months ended March 31, 2019 is as follows:

 

 

 

 

 

 

 

 

 

Warrants outstanding, beginning of period

 

 

7,344,297

 

 

Issuances

 

 

3,052,959

 

 

Exercises and conversions

 

 

(11,000

)

 

Warrants outstanding, end of period

 

 

10,386,256

 

 

 

For warrants classified as a liability, the following is a summary of the periodic changes in their fair value during the three months ended March 31, 2019:

 

Balance, January 1, 2019

 

$

65,000

 

Changes in fair value (Monte Carlo simulation valuation)

 

 

-

 

Balance, March 31, 2019

 

$

65,000

 

 

The fair value of common warrants classified as a liability was estimated using the Monte Carlo simulation valuation model with Level 3 inputs. The following assumptions were used to estimate the fair value of warrants that were classified as a liability at March 31, 2019.

 

 

 

 

 

Expected volatility

 

96.1

%

Expected term (years)

 

3.40

 

Risk-free interest rate

 

2.2

%

Expected dividend yield

 

0.0

%

 

9.Stock-Based Compensation

Stock Options

The Company’s stock option awards generally vest over four years and typically have a contractual life of ten years. At March 31, 2019, there was $1,995,347 of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 3.63 years. During the three months ended March 31, 2019, the Company granted 548,000 stock options with a weighted average price of $2.81 and per share weighted average grant date fair value of $2.13.

Information related to stock options outstanding at March 31, 2019 is as follows:

 

 

Number

of Stock

Options

 

 

Weighted-

average

Exercise

Price

 

 

Weighted-

average

Remaining

Contractual

Term

(Years)

 

 

Aggregate

Intrinsic

Value

 

Outstanding

 

 

900,869

 

 

$

5.96

 

 

 

5.93

 

 

$

66,732

 

Exercisable

 

 

82,693

 

 

$

23.37

 

 

 

5.24

 

 

$

20,232

 

Unvested

 

 

818,247

 

 

$

4.21

 

 

 

6.00

 

 

$

46,500

 

 

Restricted Stock

At March 31, 2019, the Company had unvested restricted stock of 323,333 shares with total unrecognized compensation expense of $1,062,672, which the Company expects to recognize over a weighted average period of approximately 3.67 years. During the three months ended March 31, 2019, the Company released 71 shares of common stock from restriction as a result of the vesting of restricted stock.

Stock-based compensation expense

Stock-based compensation expense is classified in the unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2019 and 2018 as follows:

 

For the Three Months Ended

March 31,

 

 

2019

 

 

2018

 

Research and development

$

76,624

 

 

$

89,036

 

General and administrative

 

331,090

 

 

 

267,673

 

Total

$

407,714

 

 

$

356,709

 

9


 

 

2019 Employee Stock Purchase Plan

On March 29, 2019, the board of directors adopted the 2019 Employee Stock Purchase Plan (the “2019 ESPP”). A total of 403,500 shares of the Company’s common stock have been reserved for issuance under the 2019 ESPP. Subject to any plan limitations, the 2019 ESPP allows eligible employees to contribute through payroll deductions up to 10% of their earnings for the purchase of the Company’s common stock at a discounted price per share. The offering periods begin in February and August of each year, with the initial offering period commencing on August 1, 2019. The common shares issuable under the 2019 ESPP were registered pursuant to a registration statement on Form S-8 on April 4, 2019.

 

Unless otherwise determined by the administrator, the Company’s common stock will be purchased for the accounts of employees participating in the 2019 ESPP at a price per share that is the lesser of 85% of the fair market value of the Company’s common stock on the first trading day of the offering period or 85% of the fair market value of the Company’s common stock on the last trading day of the offering period.

 

10.Operating Leases

The Company rents office and laboratory space in the United States. The Company also leases office equipment under a non-cancellable equipment lease through December 2022. Rent expense during the three months ended March 31, 2019 under all of the Company’s operating leases was $90,176, which includes short-term leases and variable lease costs not included in the lease obligation.

Short-term leases are leases having a term of twelve months or less. The Company recognizes short-term leases on a straight-line basis and does not record a related lease asset or liability for such leases.

The office space lease provides for increases in future minimum annual rental payments as defined in the lease agreements. The Company has determined the lease renewal option is not reasonably certain.

The operating cash flows from operating leases for the three months ended March 31, 2019 was $44,202.

Supplemental other information related to the operating leases balance sheet information is as follows:

 

 

March 31, 2019

 

Operating lease obligations

 

$

1,922,023

 

Operating lease right-of-use assets

 

$

744,929

 

Weighted-average remaining lease term

 

 

6.08

 

Weighted-average discount rate

 

 

8.0

%

Maturities of lease liabilities is as follows:

Year ending December 31,

 

 

 

 

The remainder of 2019

 

$

286,629

 

2020

 

 

387,079

 

2021

 

 

393,542

 

2022

 

 

400,198

 

2023

 

 

407,054

 

2024 and thereafter

 

 

552,946

 

Total lease payments

 

 

2,427,448

 

Less imputed interest

 

 

(505,425

)

Total

 

$

1,922,023

 

 

 

11.Commitments and Contingencies

The Company is a party in various other contractual disputes, litigation, and potential claims arising in the ordinary course of business. The Company does not believe that the resolution of these matters will have a material adverse effect on its financial position or results of operations.

12.Subsequent Events

None

10


 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and related notes appearing elsewhere in this quarterly report on Form 10-Q and our consolidated financial statements and related notes for the year ended December 31, 2018 included in our annual report on Form 10-K, which was filed with the Securities and Exchange Commission on April 1, 2019.

This quarterly report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “may,” “will,” “should,” “could,” “target,” “strategy,” “intend,” “project,” “guidance,” “likely,” “usually,” “potential,” or the negative of these words or variations of such words, similar expressions, or comparable terminology are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words. There are a number of important risks and uncertainties that could cause our actual results to differ materially from those indicated by forward-looking statements. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this quarterly report on Form 10-Q, particularly in the section entitled “Risk Factors” in Part II, Item 1A, that could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments that we may make.

We have based the forward-looking statements included in this quarterly report on Form 10-Q on information available to us on the date of this quarterly report, and we assume no obligation to update any such forward-looking statements, other than as required by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we, in the future, may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Overview

Altimmune, Inc. is a clinical stage immunotherapeutics company focused on the discovery and development of products to stimulate robust and durable immune responses for the prevention and treatment of diseases. Our product candidates are focused in two key areas for which we have unique proprietary approaches: (i) our synthetic peptide technology for cancer and infectious disease, and (ii) intranasal vaccines for infectious disease. Using these technologies, we have generated preclinical and clinical product candidates that potentially represent an entirely new approach to harnessing the immune system.  In addition, we plan to acquire or in-license product candidates in immunotherapeutic indications that are either synergistic or complementary to our capabilities to expand our pipeline.

Reverse Stock Split

On September 13, 2018 we amended our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our issued and outstanding common stock at a ratio 1-for-30, or the “Reverse Stock Split”. The Reverse Stock Split was effective on September 13, 2018, and our shares of common stock commenced trading on the NASDAQ Global Market on a post-Reverse Stock Split basis on September 14, 2018. Unless otherwise noted, all share and per share numbers in this Quarterly Report on Form 10-Q are reflected on a Post-Reverse Stock Split basis for all periods presented.

Critical Accounting Policies and Significant Judgment and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. and the rules and regulations of the SEC for interim financial reporting. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience, knowledge of current conditions, and expectations of what could occur in the future given available information.

There have been no changes in our critical accounting policies and significant judgment and estimates as disclosed in our annual report on Form 10-K for the year ended December 31, 2018 except for recently adopted accounting standards (See note 2). For more information regarding our critical accounting policies, we encourage you to read the discussion contained in Item 7 under the heading “Critical Accounting Policies and Significant Judgments and Estimates” and Note 2 “Summary of Significant Accounting Policies” included in the notes to the consolidated financial statements contained in our annual report on Form 10-K for the year ended December 31, 2018.

11


 

 

Results of Operations

Comparison of the three months ended three months ended March 31, 2019 and 2018:

 

 

 

For the Three Months Ended

March 31,

 

 

2019

 

 

2018

 

 

Increase (Decrease)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

2,955,592

 

 

$

2,690,980

 

 

$

264,612

 

 

 

9.8

 

%

Operating expenses