Altimmune files $400,000,000 shelf with $150,000,000 equity distribution program

Altimmune, Inc. (Nasdaq: ALT) filed a Form S-3 shelf registration statement on February 27, 2025. The base prospectus covers up to $400,000,000 of common stock, preferred stock, debt securities, warrants and units that the company may issue from time to time. A second prospectus inside the filing covers up to $150,000,000 of common stock under an equity distribution agreement.

What the shelf allows

The $150,000,000 is part of the $400,000,000, not an addition to it. The explanatory note says that if the equity distribution agreement ends, any unsold part of the $150,000,000 can go into other offerings under the base prospectus. If no shares are sold under the agreement, the full $150,000,000 may be sold in other offerings instead.

The prospectus says the terms of any securities will be set out in a later prospectus supplement. It also says the company may sell to or through underwriters, agents or other purchasers, and that any names of underwriters or agents will appear in that supplement. The filing does not sell any shares on its own.

The company's common stock is listed under the symbol ALT. The prospectus gives the listing as the Nasdaq Global Market, but cites the February 24, 2025 closing price of $6.11 as reported on the Nasdaq Global Select Market. It also warns that "investing in our securities involves a high degree of risk."

The sales agents and counsel

Leerink Partners LLC, Piper Sandler & Co. and Stifel, Nicolaus & Company, Incorporated are named as sales agents under the equity distribution agreement. The filing names no underwriter or placement agent for the rest of the $400,000,000 shelf. The S-3 lists Joseph C. Theis, Jr. of Goodwin Procter LLP, in Boston, as the copy-to counsel. The company's chief executive, Dr. Vipin K. Garg, is listed as agent for service in Gaithersburg, Maryland.

The drug behind the shelf

The filing was made alongside the company's annual report, filed the same day. That report describes pemvidutide, a peptide-based GLP-1 and glucagon dual receptor agonist, in clinical development for obesity and metabolic associated steatohepatitis, or MASH. It says more than 500 people have received pemvidutide across six completed clinical trials.

The lead efficacy result is the 48-week MOMENTUM Phase 2 obesity trial, which enrolled 391 people. Subjects were randomized to 1.2 mg, 1.8 mg or 2.4 mg of pemvidutide, or to placebo, given weekly. At Week 48, mean weight loss was 10.3%, 11.2% and 15.6% at the three doses, compared with 2.2% for placebo. The 2.4 mg dose was given with a short four-week titration period, and the report says weight loss was still continuing at the end of treatment.

The main data come from one trial of 391 people. The annual report presents the lean mass findings separately. A body composition sub-study included 67 subjects, 50 of them on pemvidutide. It found that 21.9% of the total weight loss was lean mass. The company says this compares favorably with other drugs in the class, where it puts the figure at up to 40%. The sub-study is smaller than the main trial, and the report does not say whether the lean-mass comparison was tested statistically. The report also says pemvidutide appears safe and, in the company's view, has a favorable safety profile.

The sales program and dilution

The sales agents are entitled to a commission of 3.0% of gross sales. The prospectus supplement assumes 24,549,918 shares sold at $6.11, the February 24 price, for net proceeds of approximately $145.2 million, and shows immediate dilution of $3.18 per share to new investors. The company says the actual number of shares and the timing are uncertain and depend on how many shares it chooses to sell. It plans to use the net proceeds for working capital and general corporate purposes, with broad discretion left to management.

Altimmune had already issued 4,467,866 shares through its existing at-the-market program from January 1 to February 24, 2025, and had 77,013,658 shares outstanding on February 24. The S-3 does not state the company's cash or net loss, so the program cannot be set against spending from this filing.

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