Exhibit 99.1
Evidence of Signature Authority
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Altimmune, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
02155H101
(CUSIP Number)
May 4, 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).
| CUSIP No. 02155H101 | 13G | Page 2 of 7 |
| 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
1,867,854 | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
1,867,854 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,867,854 | |||||
| 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
11.1% | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| CUSIP No. 02155H101 | 13G | Page 3 of 7 |
| 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
1,867,854 | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
1,867,854 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,867,854 | |||||
| 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
11.1% | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| 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 | |
4
| 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. is the record owner of (i) 1,867,301 shares of Common Stock of the Issuer, and (ii) a stock option to purchase 553 shares of Common Stock. As the indirect parent of Novartis Bioventures Ltd., Novartis AG may be deemed to beneficially own these securities.
(b) Percent of Class:
11.1% based on 15,450,602 shares of the Issuer’s Common Stock outstanding as of May 4, 2017 upon the closing of the merger, as reported in the Issuer’s current report on Form 8-K filed with the Securities Exchange Commission on May 8, 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:
1,867,854
(iii) Sole power to dispose or to direct the disposition:
Not applicable
(iv) Shared power to dispose or to direct the disposition:
1,867,854 |
5
| 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. | |
| 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 | |
6
| 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: May 8, 2017
| NOVARTIS BIOVENTURES LTD. |
| /s/ Simon Zivi |
| Name: Simon Zivi |
| Title: Chairman |
| /s/ Laurieann Chaikowsky |
| Name: Laurieann Chaikowsky |
| Title: Authorized Signatory |
| NOVARTIS AG |
| /s/ Simon Zivi |
| Name: Simon Zivi |
| Title: Authorized Signatory |
| /s/ Laurieann Chaikowsky |
| Name: Laurieann Chaikowsky Title: Authorized Signatory |
7
INDEX EXHIBIT
SCHEDULE 13G
| Exhibit |
Exhibit Description | |
| 99.1 | Evidence of Signature Authority | |
| 99.2 | Power of Attorney | |
| 99.3 | Joint Filing Agreement | |
Exhibit 99.1
Evidence of Signature Authority
Exhibit 99.2
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 Simon Zivi, Laurieann Chaikowsky, Michael Jones, David Middleton, Bartosz Dzikowski, Reinhard Ambros, Florent Gros and Christine Brennan 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.
The authority granted by this Power of Attorney shall expire immediately after the date on which the SEC Filings are no longer required.
IN WITNESS WHEREOF, this Power of Attorney is duly signed on this 8th day of May, 2017.
| Novartis AG | ||
| By: | /s/ Christian Rehm | |
| Name: | Christian Rehm | |
| Title: | Authorized Signatory | |
| By: | /s/ Katja Roth Pellanda | |
| Name: | Katja Roth Pellanda | |
| Title: | Authorized Signatory | |
Exhibit 99.3
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 8th day of May, 2017.
| NOVARTIS BIOVENTURES LTD. |
| /s/ Simon Zivi |
| Name: Simon Zivi |
| Title: Chairman |
| /s/ Laurieann Chaikowsky |
| Name: Laurieann Chaikowsky |
| Title: Authorized Signatory |
| NOVARTIS AG |
| /s/ Simon Zivi |
| Name: Simon Zivi |
| Title: Authorized Signatory |
| /s/ Laurieann Chaikowsky |
| Name: Laurieann Chaikowsky Title: Authorized Signatory |