Amended Statement of Beneficial Ownership (sc 13d/a)
22 August 2017 - 10:50PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ALTIMMUNE,
INC.
(Name of Issuer)
Class A Common Stock, $0.001 par value per share
(Title of Class of Securities)
02155H 101
(CUSIP
Number)
Philip Hodges
Redmont Capital
820
Shades Creek Parkway, Suite 1200
Birmingham, AL 35209
Tel No: (205) 943-5646
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 16, 2017
(Date of Event which Requires Filing of this Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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*
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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 disclosures provided in a prior cover page.
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The information required on 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).
CUSIP No. 02155H 101
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1.
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Names of
reporting persons
Philip Hodges
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2.
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Check the appropriate box if a member
of a group (see instructions)
(A) ☐ (B) ☒
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3.
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SEC use only
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4.
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Source of funds (see instructions)
OO
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5.
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Check if
disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or place of
organization
United States
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Number of shares beneficially owned by each reporting
person with
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7.
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Sole voting power
1,319,711
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8.
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Shared voting power
0
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9.
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Sole dispositive power
1,319,711
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10.
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Shared dispositive power
0
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11.
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Aggregate amount beneficially owned by
each reporting person
1,319,711
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
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13.
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Percent of class represented by amount
In Row (11)
8.5%
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14.
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Type of reporting person (see
instructions)
IN
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2
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1.
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Names of
reporting persons
Redmont Venture Partners, Inc.
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2.
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Check the appropriate box if a member
of a group (see instructions)
(A) ☐ (B) ☒
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3.
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SEC use only
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4.
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Source of funds (see instructions)
OO
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or place of
organization
Delaware
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Number of shares beneficially owned by each reporting
person with
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7.
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Sole voting power
0
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8.
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Shared voting power
36,785
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
36,785
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11.
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Aggregate amount beneficially owned by
each reporting person
36,785
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
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13.
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Percent of class represented by amount
In Row (11)
0.2%
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14.
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Type of reporting person (see
instructions)
CO
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3
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1.
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Names of
reporting persons
Redmont VAXN Capital Holdings, LLC
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2.
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Check the appropriate box if a member
of a group (see instructions)
(A) ☐ (B) ☒
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3.
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SEC use only
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4.
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Source of funds (see instructions)
OO
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or place of
organization
Delaware
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Number of shares beneficially owned by each reporting
person with
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7.
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Sole voting power
0
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8.
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Shared voting power
1,278,471
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
1,278,471
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11.
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Aggregate amount beneficially owned by
each reporting person
1,278,471
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
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13.
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Percent of class represented by amount
In Row (11)
8.3%
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14.
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Type of reporting person (see
instructions)
OO
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4
CUSIP No. 02155H 101
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1.
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Names of
reporting persons
Paradigm Venture Partners, L.P.
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2.
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Check the appropriate box if a member
of a group (see instructions)
(A) ☐ (B) ☒
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3.
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SEC use only
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4.
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Source of funds (see instructions)
OO
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or place of
organization
Delaware
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Number of shares beneficially owned by each reporting
person with
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7.
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Sole voting power
0
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8.
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Shared voting power
4,455
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
4,455
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11.
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Aggregate amount beneficially owned by
each reporting person
4,455
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
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13.
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Percent of class represented by amount
In Row (11)
0.03%
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14.
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Type of reporting person (see
instructions)
PN
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5
Explanatory Note
This Amendment No. 1 to the statement on Schedule 13D amends and supplements the statement on Schedule 13D filed by the Reporting Persons on May 15,
2017 (the “
Original Schedule 13D
”, and together with this Amendment No. 1, the “
Schedule 13D
”). Terms defined in the Original Schedule 13D are used herein as so defined.
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Item 4.
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Purpose of Transaction
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Item 4 of the Original Schedule 13D is hereby amended to add the following:
The information set forth in Item 6 below is incorporated by reference in its entirety into this Item 4.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 6 of the Original Schedule 13D is hereby amended to add the following:
Voting Agreement
On August 16, 2017, the Issuer
entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”), with certain investors, with respect to the issuance and sale of the Issuer’s convertible preferred stock and warrants to purchase shares of the
Issuer’s Common Stock. Pursuant to the terms of the Securities Purchase Agreement, the Issuer is required to seek stockholder approval of the issuance of the shares of Common Stock issuable upon conversion of the convertible preferred stock or
upon the exercise of the warrants (the “Requisite Stockholder Approval”). In connection with the Securities Purchase Agreement, on August 16, 2017, certain of the Issuer’s stockholders, including the Reporting Persons, entered
into voting agreements (the “Voting Agreement”) with the Issuer, pursuant to which such stockholders agreed to vote their shares of Common Stock in favor of the Requisite Stockholder Approval, and against any proposal or corporate action
that could result in any of the Company’s obligations under the Securities Purchase Agreement not being fulfilled or a breach by the Company of any covenant, representation or warrant under the Securities Purchase Agreement.
The forgoing description of the Voting Agreement is qualified in its entirety by reference to the form of Voting Agreement, a copy of which is attached to
this Schedule 13D as Exhibit 2.
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Item 7.
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Material to be Filed as Exhibits
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Item 7 of the Original Schedule 13D is hereby amended to add the
following:
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Exhibit 2
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Form of Voting Agreement, dated as of August 16, 2017 (incorporated by reference to Exhibit D to Exhibit 2.1 of the Issuer’s Current Report on Form 8-K filed on January 17, 2017).
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6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
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Date: August 22, 2017
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/s/ Philip Hodges
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Philip Hodges
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REDMONT VENTURE PARTNERS, INC.
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/s/ Philip Hodges
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By:
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Philip Hodges
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Its:
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Authorized Signatory
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REDMONT VAXN CAPITAL HOLDINGS, LLC
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/s/ Philip Hodges
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By:
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Philip Hodges
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Its:
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Authorized Signatory
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PARADIGM VENTURE PARTNERS, L.P.
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/s/ Philip Hodges
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By:
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Philip Hodges
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Its:
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Authorized Signatory
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7
Exhibit Index
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Exhibit 1
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Form of Lock-Up Agreement, dated as of January 18, 2017 (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed on January 19, 2017).
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Exhibit 2
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Form of Voting Agreement, dated as of August 16, 2017 (incorporated by reference to Exhibit D to Exhibit 2.1 of the Issuer’s Current Report on Form 8-K filed on January 17, 2017).
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Exhibit 99.1*
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Joint Filing Agreement, dated as of May 15, 2017, by and among the Reporting Persons.
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8
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