•] Common Units, Each Consisting of One Share of Common Stock and a Warrant to Purchase One Share of Common Stock [•] Pre-Funded Units, Each Consisting of a Pre-Funded Warrant to Purchase One Share of Common Stock and a Warrant to Purchase One Share...Underwriting Agreement • September 26th, 2018 • Altimmune, Inc. • Pharmaceutical preparations • New York
Altimmune, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”), (i) an aggregate of [•] authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”), (ii) pre-funded warrants (the “Firm Pre-Funded Warrants”) to purchase up to an aggregate of [•] shares of Common Stock at an exercise price of $0.01 per share (the “Firm Pre-Funded Warrant Shares”), and (iii) warrants (the “Firm Warrants”) to purchase up to an aggregate of [•] shares of Common Stock (the “Firm Warrant Shares”). The Firm Shares, the Firm Warrants, the Firm Pre-Funded Warrants, the Firm Pre-Funded Warrant Shares and the Firm Warrant Shares are collectively referred to as the “Firm Securities.” The Company also proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriter, (i) an aggregate of [•] a
FORM OF PRE-FUNDED WARRANT] ALTIMMUNE, INC. PRE-FUNDED WARRANT TO PURCHASE COMMON STOCKPre-Funded Warrant • September 26th, 2018 • Altimmune, Inc. • Pharmaceutical preparations • New York
Altimmune, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), until exercised in full (the “Termination Date”), ( ) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Pre-Funded Warrant to Purchase Common Stock (including any Pre-Funded Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common St
FORM OF UNDERWRITER WARRANT]Underwriter Warrant • September 26th, 2018 • Altimmune, Inc. • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS THREE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
