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 14, 2019

ALTIMMUNE, INC.

(Exact name of registrant as specified in its charter)

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:

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.  ☐

On March 14, 2019, Altimmune, Inc. (the “Company”) and Will Brown, the Company’s Acting Chief Financial Officer, entered into an amendment (the “Amendment”) to Mr. Brown’s consulting agreement, dated as of May 21, 2018. The Amendment provides that, if Mr. Brown is not appointed as the Company’s full-time Chief Financial Officer by July 1, 2019, then from such date, Mr. Brown will receive a fee of $35,400 for each full month that he continues to provide services as Acting Chief Financial Officer. In addition, if on or after such date, the Company terminates Mr. Brown’s engagement without “Cause” (as defined in the agreement), then subject to his signing and not revoking a general release of claims against the Company and its affiliates in a form provided by the Company, he will receive $84,000.

The foregoing description is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 10.1 to this Form 8-K and incorporated by reference herein.

(d)    Exhibits.

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.

Dated March 15, 2019

Exhibit 10.1

AMENDMENT TO

CONSULTING AGREEMENT

This Amendment (this “Amendment”) to the Consulting Agreement, entered into on May 21, 2018 and effective as of May 8, 2018 (the “Consulting Agreement”), by and between Altimmune, Inc., a Delaware corporation (the “Company”), and Will Brown, an individual resident in Colorado (“Consultant”), is entered into on this 14^th day of March, 2019.

WHEREAS, the Company and Consultant desire to amend the Consulting Agreement on the terms provided herein;

NOW, THEREFORE, in consideration of the mutual promises and obligations herein, and other valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

“(d) If, during the term of this Agreement, the Company appoints Consultant as its full time Chief Financial Officer, the parties agree to negotiate in good faith to enter into an employment agreement on mutually agreed terms, which employment agreement will supersede and replace in its entirety this Agreement.”

“; provided that, if Consultant is not appointed as the Company’s full time Chief Financial Officer by July 1, 2019, then from such date, the Company shall pay Consultant a fee of $35,400 for each full month that Consultant provides Services as the Company’s Acting Chief Financial Officer”

“Notwithstanding the foregoing, if (i) Consultant is not appointed as the Company’s full time Chief Financial Officer by July 1, 2019 and (ii) on or after such date, the Company terminates Consultant’s engagement without Cause (other than due to Consultant’s death or disability), then subject to Consultant’s signing and not revoking a general release of claims against the Company and its affiliates in a form provided by the Company, the Company will pay Consultant $84,000 not later than sixty (60) days after such termination.”

[Signature Page Follows]

IN WITNESS WHEREOF the undersigned have executed this Amendment as of the day and year first written above. The parties hereto agree that facsimile signatures shall be as effective as if originals.

Title:    President and Chief Executive Officer

[Signature page to Amendment to Consulting Agreement]