SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Altimmune, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

02155H101

(CUSIP Number)

August 21, 2017

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 02155H101		13G		Page  2  of 9

 

1.		NAMES OF REPORTING PERSONS       Novartis Bioventures Ltd.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION       Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5.		SOLE VOTING POWER       0
				6.		SHARED VOTING POWER       3,084,551*
				7.		SOLE DISPOSITIVE POWER       0
				8.		SHARED DISPOSITIVE POWER       3,084,551*
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       3,084,551*
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)       ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9       19.9%
12.		TYPE OF REPORTING PERSON       CO

* Consists of (i) 1,867,301 shares of Common Stock of the Issuer, (ii) a stock option to purchase 553 shares of Common Stock, and (iii) 1,216,697 shares of Common Stock, in the aggregate, that may be acquired upon conversion of the Issuer’s Series B Convertible Preferred Stock or upon the exercise of warrants to purchase the Issuer’s Common Stock.

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CUSIP No. 02155H101		13G		Page  3 of 9

 

1.		NAMES OF REPORTING PERSONS       Novartis AG
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION       Switzerland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5.		SOLE VOTING POWER       0
				6.		SHARED VOTING POWER       3,084,551*
				7.		SOLE DISPOSITIVE POWER       0
				8.		SHARED DISPOSITIVE POWER       3,084,551*
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       3,084,551*
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)       ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9       19.9%
12.		TYPE OF REPORTING PERSON       CO

* Consists of (i) 1,867,301 shares of Common Stock of the Issuer, (ii) a stock option to purchase 553 shares of Common Stock, and (iii) 1,216,697 shares of Common Stock, in the aggregate, that may be acquired upon conversion of the Issuer’s Series B Convertible Preferred Stock or upon the exercise of warrants to purchase the Issuer’s Common Stock.

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Item 1(a).

Name of Issuer:

Altimmune, Inc. (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

19 Firstfield Rd., Suite 200

Gaithersburg, MD 20878

 

Item 2(a).

Name of Persons Filing:

This statement is filed on behalf of the following persons with respect to shares of Common Stock of the Issuer

(i)

Novartis Bioventures Ltd. a Bermuda corporation, with respect to shares held by it; and

(ii)

Novartis AG, a Switzerland corporation, as the publically owned parent of Novartis Bioventures Ltd., with respect to the shares held by Novartis Bioventures Ltd.

The foregoing persons are hereinafter referred to collectively as the “Reporting Persons.”

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The address of the principle business office of Novartis Bioventures Ltd. is 131 Front Street, Hamilton, Bermuda HM12.

The address of the principle business office of Novartis AG is Lichtstrasse 35, 4056 Basel, Switzerland.

 

Item 2(c).

Citizenship:

Novartis Bioventures Ltd. is a corporation organized under the laws of Bermuda and is an indirect wholly-owned subsidiary of Novartis AG.

Novartis AG is a corporation organized under the laws of Switzerland and is the publicly owned parent of Novartis Bioventures Ltd.

 

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.0001 per share (“Common Stock”).

 

Item 2(e).

CUSIP Number:

02155H101

 

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Item 3.

If this statement is filed pursuant to Rule §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

 

(a) ☐

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b) ☐

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c) ☐

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d) ☐

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e) ☐

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f) ☐

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g) ☐

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h) ☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i) ☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j) ☐

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

 

(k) ☐

Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________

 

Item 4.

Ownership.

 

(a)

Amount Beneficially Owned:

Novartis Bioventures Ltd. (“Novartis”) is the record owner of (i) 1,867,301 shares of Common Stock of the Issuer, (ii) a stock option to purchase 553 shares of Common Stock, and (iii) 1,216,697 shares of Common Stock, in the aggregate, that may be acquired upon conversion of the Issuer’s Series B Convertible Preferred Stock (“Preferred Stock”) or upon the exercise of warrants to purchase the Issuer’s Common Stock (the “Warrants”) held by Novartis.

Novartis holds 3,104.4 shares of Preferred Stock at a stated value of $1,000 per share, which are initially convertible into 1,162,714 shares of the Issuer’s Common Stock at a conversion price of $2.67 per share. The Warrants held by Novartis are exercisable for up to 465,086 shares of the Issuer’s Common Stock. Prior to the receipt of approval by the Issuer’s stockholders for the issuance of shares pursuant to the conversion of the Preferred Stock (the “Requisite Stockholder Approval”), the Preferred Stock may not be converted by the holder if, as a result of such conversion, the holder, together with its affiliates, would hold more than 19.99% of the Issuer’s Common Stock. The Warrants held by Novartis may not be exercised if such exercise would cause Novartis to hold more than 19.99% of the Issuer’s Common Stock, regardless of receipt by the Issuer of the Requisite Stockholder Approval.

 

7

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Accordingly, the total number of shares that Novartis may acquire upon exercise of the Warrants or conversion of the Preferred Shares in the aggregate is 1,216,697 shares of Common Stock.

On December 15, 2017 and on the fifteenth day of each calendar month thereafter until the maturity date of the Preferred Stock on August 15, 2018 (the “Maturity Date”), inclusive, the Issuer will redeem the stated value of Preferred Stock in nine equal installments (the “Monthly Amortization Amounts”). Holders of the Preferred Stock will have the ability to defer payments, but not beyond the Maturity Date of the Preferred Stock. Subject to certain conditions, the Issuer may elect to pay the Monthly Amortization Amounts in cash or shares of Common Stock or in a combination of cash and shares of Common Stock, such number of shares to be based on a price per share of Common Stock equal to the lowest of (i) the then applicable conversion price of the Preferred Stock, (ii) 85% of the arithmetic average of the three lowest volume weighted average prices of the Common Stock during the ten consecutive trading days prior to the applicable payment date and (iii) 85% of the volume weighted average price of the Common Stock on the trading day immediately prior to the payment date.

 

(b)

Percent of Class:

19.9% based on 15,422,761 shares of the Issuer’s Common Stock outstanding as of August 9, 2017, as reported on the Issuer’s Form 10-Q filed on August 14, 2017.

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote:

Not applicable

 

(ii)

Shared power to vote or to direct the vote:

3,084,551

 

(iii)

Sole power to dispose or to direct the disposition:

Not applicable

 

(iv)

Shared power to dispose or to direct the disposition:

3,084,551

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

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Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable

 

 

9

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Item 10.

Certification.

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 23, 2017

 

 

 

10

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INDEX EXHIBIT

SCHEDULE 13G

 

Exhibit		Exhibit Description
99.1		Evidence of Signature Authority
99.2		Power of Attorney
99.3		Power of Attorney
99.4		Joint Filing Agreement

Exhibit 99.1

Evidence of Signature Authority

 

 

 

Exhibit 99.2

POWER OF ATTORNEY

THIS POWER OF ATTORNEY by NOVARTIS BIOVENTURES LTD., a company incorporated under the laws of Bermuda, with its registered office located at Canon’s Court, 22 Victoria Street, Hamilton, HM 12, Bermuda (the “Company”) is dated 29 May 2017 and shall be effective 1 July 2017.

WHEREAS

It is expedient to appoint a number of persons to act as the attorney(s) of the Company with authority to sign contracts and other documents on behalf of the Company upon the terms and subject to the conditions of this Power of Attorney.

APPOINTMENT

 

1.	The Company hereby makes, appoints and constitutes for the purposes set forth herein each of the following individuals:

 

•

Marc Ceulemans

 

•

Bart Dzikowski

 

•

Stephan Sandmeier

 

•

Anja König

 

•

Reinhard Ambros

 

•

Florent Gros

 

•

Markus Goebel

 

•

Beat Steffen

(each, an “Attorney”)

as its true and lawful attorney and agent. Any Attorney acting jointly shall have the power and authority to, in the name and on behalf of the Company, take any and all actions that the Attorney may deem necessary or advisable in connection with the ordinary course of the business of the Company, including, but not limited to, negotiating, approving, signing, executing, delivering and/or issuing on behalf of the Company, any and all agreements, contracts, certificates, forms of proxy, appointments of corporate representative, powers of attorney or other documents subject always to any limitation set by the existing delegation of authority matrix approved by the board of directors of the Company on 19 January 2009.

 

2.	The Appointment shall in all circumstances remain in force until notice of revocation in writing shall be given to the Attorney(s) pursuant to resolution of the Board of Directors of the Company.

 

3.

Any and all actions taken by any one or more of the Attorneys in good faith and in furtherance of the grant of power hereto, including but not limited to, the execution of any and all documents and agreements, on or before the Termination Date, shall for all purposes be valid and binding upon the Company and its successors and assigns. The Company hereby ratifies and confirms, and agrees to ratify and confirm, and any all actions any one or more of the Attorneys takes, or purports to take, in the exercise or purported exercise of the powers conferred by this Power of Attorney.

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4.	This Power of Attorney shall be governed by and construed in accordance with the laws of Bermuda.

IN WITNESS WHEREOF, NOVARTIS BIOVENTURES LTD. has caused this Power of Attorney to be signed by its officers thereunto duly authorised on the date first above written.

NOVARTIS BIOVENTURES LTD.

 

/s/ H. Simon Zivi				/s/ Michael Jones
H. Simon Zivi				Michael Jones
Director				Director

Exhibit 99.3

POWER OF ATTORNEY

We, the undersigned, under the authority granted to each of us to sign jointly on behalf of Novartis AG, hereby grant powers to Anja Konig, Bartosz Dzikowski, Stephan Sandmeier, Florent Gros and Beat Steffen and constitute and appoint any two of them jointly as our true and lawful attorneys and representatives and to act on our behalf and to sign filings to be made with the U.S. Securities and Exchange Commission (the “SEC”) relating to the shares of Altimmune, Inc. held by Novartis Bioventures Ltd, an indirect subsidiary of Novartis AG, as required by the SEC (the “SEC Filings”), and to undertake and carry out all tasks and formalities on our behalf which may be required in connection with giving effect to the SEC Filings.

We, the undersigned, undertake to ratify and confirm whatever our true and lawful attorneys do or purport to do in good faith in the exercise of any power conferred by this Power of Attorney.

We, the undersigned, declare that a person who deals with our true and lawful attorneys in good faith may accept a written statement signed by such attorneys to the effect that this Power of Attorney has not been revoked as conclusive evidence of that fact.

Effective as of the date signed below, this Power of Attorney replaces in its entirety that certain power of attorney granted with respect to the SEC Filings of Altimmune, Inc. on the 21st day of June 2016.

The authority granted by this Power of Attorney shall expire immediately after the SEC Filings are no longer required.

IN WITNESS WHEREOF, this Power of Attorney is duly signed on this 11th day of August 2017.

 

Exhibit 99.4

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Altimmune, Inc. (f/k/a PharmAthene, Inc.). The undersigned hereby further agree that this Joint Filing Agreement be included as an exhibit to any such statement and any such amendment. The undersigned further agree that each party hereto is responsible for the timely filing of such statements and amendments, and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning any other filing party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned hereby further agree that this Joint Filing Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 23rd day of August, 2017

 

NOVARTIS BIOVENTURES LTD.
/s/ Anja Kōnig
Name:		Anja Kōnig
Title		Authorized Signatory

 

/s/ Bartosz Dzikowski
Name:		Bartosz Dzikowski
Title		Authorized Signatory

 

NOVARTIS AG
/s/ Anja Kōnig
Name:		Anja Kōnig
Title		Authorized Signatory

 

/s/ Bartosz Dzikowski
Name:		Bartosz Dzikowski
Title		Authorized Signatory