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. ☐
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).
|
|
|
|
|
|
|
1.
|
|
Names of
reporting persons
Philip Hodges
|
2.
|
|
Check the appropriate box if a member
of a group (see instructions)
(A) ☐ (B) ☒
|
3.
|
|
SEC use only
|
4.
|
|
Source of funds (see instructions)
OO
|
5.
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or place of
organization
United States
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7.
|
|
Sole voting power
1,319,711
|
|
8.
|
|
Shared voting power
0
|
|
9.
|
|
Sole dispositive power
1,319,711
|
|
10.
|
|
Shared dispositive power
0
|
11.
|
|
Aggregate amount beneficially owned by each reporting person
1,319,711
|
12.
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
13.
|
|
Percent of class represented by amount
In Row (11)
8.54%
|
14.
|
|
Type of reporting person (see
instructions)
IN
|
2
|
|
|
|
|
|
|
1.
|
|
Names of
reporting persons
Redmont Venture Partners, Inc.
|
2.
|
|
Check the appropriate box if a member
of a group (see instructions)
(A) ☐ (B) ☒
|
3.
|
|
SEC use only
|
4.
|
|
Source of funds (see instructions)
OO
|
5.
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7.
|
|
Sole voting power
0
|
|
8.
|
|
Shared voting power
36,785
|
|
9.
|
|
Sole dispositive power
0
|
|
10.
|
|
Shared dispositive power
36,785
|
11.
|
|
Aggregate amount beneficially owned by each reporting person
36,785
|
12.
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
13.
|
|
Percent of class represented by amount
In Row (11)
0.24%
|
14.
|
|
Type of reporting person (see
instructions)
CO
|
3
|
|
|
|
|
|
|
1.
|
|
Names of
reporting persons
Redmont VAXN Capital Holdings, LLC
|
2.
|
|
Check the appropriate box if a member
of a group (see instructions)
(A) ☐ (B) ☒
|
3.
|
|
SEC use only
|
4.
|
|
Source of funds (see instructions)
OO
|
5.
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7.
|
|
Sole voting power
0
|
|
8.
|
|
Shared voting power
1,278,471
|
|
9.
|
|
Sole dispositive power
0
|
|
10.
|
|
Shared dispositive power
1,278,471
|
11.
|
|
Aggregate amount beneficially owned by each reporting person
1,278,471
|
12.
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
13.
|
|
Percent of class represented by amount
In Row (11)
8.27%
|
14.
|
|
Type of reporting person (see
instructions)
OO
|
4
|
|
|
|
|
|
|
1.
|
|
Names of
reporting persons
Paradigm Venture Partners, L.P.
|
2.
|
|
Check the appropriate box if a member
of a group (see instructions)
(A) ☐ (B) ☒
|
3.
|
|
SEC use only
|
4.
|
|
Source of funds (see instructions)
OO
|
5.
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7.
|
|
Sole voting power
0
|
|
8.
|
|
Shared voting power
4,455
|
|
9.
|
|
Sole dispositive power
0
|
|
10.
|
|
Shared dispositive power
4,455
|
11.
|
|
Aggregate amount beneficially owned by each reporting person
4,455
|
12.
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
13.
|
|
Percent of class represented by amount
In Row (11)
0.03%
|
14.
|
|
Type of reporting person (see
instructions)
PN
|
5
Item 1.
|
Security and Issuer
|
This statement on Schedule 13D relates to the common stock, $0.0001 par value per
share (the
Common Stock
) of Altimmune, Inc., a Delaware corporation (the
Issuer
). The address of the principal executive offices of the Issuer is 19 Firstfield Road, Suite 200, Gaithersburg, Maryland.
Item 2.
|
Identity and Background
|
(a) This statement is being filed jointly by (i) Philip Hodges,
(ii) Redmont Venture Partners, Inc. (
Redmont
), (iii) Paradigm Venture Partners, L.P. (
Paradigm
), and (iv) Redmont VAXN Capital Holdings, LLC (
Redmont VAXN
) (collectively, the
Reporting Persons
). The Reporting Persons have entered into a joint filing agreement, dated as of May 15, 2017, a copy of which is attached hereto as Exhibit 99.1.
(b) The address of the principal office of each of the Reporting Persons is c/o Redmont Capital, 820 Shades Creek Parkway, Suite 1200, Birmingham, AL 35209.
(c) Mr. Hodges is Managing Partner of Redmont Capital, a private equity firm located in Birmingham, Alabama. Redmont, Paradigm, and Redmont VAXN are
private equity entities affiliated with Redmont Capital.
(d) During the last five years, none of the Reporting Persons have been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons have been a
party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding he or she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of Redmont, Paradigm, and Redmont
VAXN is organized in the State of Delaware. Mr. Hodges is a citizen of the United States.
Item 3.
|
Source and Amount of Funds or Other Consideration
|
The shares of Common Stock reported on this Schedule
13D were acquired pursuant to the Agreement and Plan of Merger, dated as of January 18, 2017 (as amended on March 29, 2017, the
Merger Agreement
), pursuant to which a wholly-owned subsidiary of the Issuer merged with and
into what was then known as Altimmune, Inc. (
Private Altimmune
) (the
Mergers
). Pursuant to the Merger Agreement, the then outstanding shares of Private Altimmunes capital stock beneficially owned by the
Reporting Persons was converted into the right to receive a number of shares of the Common Stock upon the closing of the Mergers. The Mergers closed on May 4, 2017.
Item 4.
|
Purpose of Transaction
|
The Common Stock reported herein was acquired for investment purposes. The
Reporting Persons review on a continuing basis their investment in the Issuer. Based on such review, the Reporting Persons, from time to time, may acquire, or cause to be acquired, additional securities of the Issuer, dispose of, or cause to be
disposed, such securities, enter into or unwind hedging or other derivative transactions with respect to such securities, pledge their interest in such securities as a means of obtaining liquidity or as credit support for loans for any purpose, or
formulate other purposes, plans or proposals regarding the Issuer or any of its securities, in light of general investment and trading policies of the Reporting Persons, the Issuers business, financial condition and operating results, general
market and industry conditions or other factors. In addition, the Reporting Persons may exercise any and all of their rights in a manner consistent with their contractual rights and restrictions and other duties, if any. These potential actions
could involve one or more of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D promulgated under the Act. In addition, from time to time the Reporting Persons and their representatives and advisers may
communicate with each other and with other stockholders, industry participants and other interested parties concerning the Issuer.
6
Mr. Hodges serves as member of the board of directors of the Issuer (the
Board
). By
virtue of Mr. Hodges board representation, the Reporting Persons have influence over the Issuers corporate activities, which may relate to, among other things, the Issuers capitalization, management, business, operations,
corporate governance, strategy, future plans and the other transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as set forth in this Schedule 13D, none of the Reporting Persons presently has any additional
plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.
|
Interest in Securities of the Issuer
|
(a) Each of Redmont, Paradigm, and Redmont VAXN hold shares of
Common Stock in the following individual amounts:
|
|
|
|
|
Reporting Person
|
|
Shares of Common Stock
|
|
Redmont
|
|
|
36,785
|
|
Paradigm
|
|
|
4,455
|
|
Redmont VAXN
|
|
|
1,278,471
|
|
Mr. Hodges has sole voting and dispositive control with respect to all securities held by Redmont, Paradigm and Redmont
VAXN. Mr. Hodges disclaims beneficial ownership of such securities.
See items 11 and 13 of the cover pages to this Schedule 13D for the aggregate
number of shares of Common Stock and percentage of Common Stock beneficially owned by the Reporting Persons. The percentage amounts are based on 15,450,602 shares of Common Stock outstanding as of May 4, 2017 as reported by the Issuer on its
Current Report on Form
8-K
filed on May 10, 2017.
(b) See items 7 through 10 of the cover pages to this
Schedule 13D for the number of shares of Common Stock beneficially owned by the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote and sole or shared power to dispose or to
direct the disposition.
(c) Except for the information set forth in Item 3 of this Schedule 13D, which is incorporated by reference herein, the Reporting
Persons have not effected any transaction related to the Common Stock during the past 60 days.
(d) Other than disclosed in Item 2 of this Schedule 13D,
no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported herein.
(e) Not applicable.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Lock-Up
Agreement
Concurrently and in connection with the execution of the Merger Agreement, certain of the
officers, directors and stockholders of Private Altimmune, including the Reporting Persons, entered into
lock-up
agreements with respect to the shares of Common Stock to be received pursuant to the Mergers
(the
Lock-Up
Agreements
). Pursuant to the
Lock-Up
Agreements, the Reporting Persons are subject to
lock-up
restrictions on the sale of the Issuers Common Stock acquired in the Mergers until 180 days after the Effective Time of the Mergers on May 4, 2017. To the extent that any such sale or transfer is permitted pursuant to exceptions included
in the
Lock-up
Agreements, each person to whom any shares of Common Stock are so sold or transferred must agree in writing to be bound by the terms and provisions of the
Lock-Up
Agreements.
The foregoing description of each of the
Lock-Up
Agreements is qualified in its entirety by reference to the form of
Lock-Up
Agreement, which is filed as Exhibit 1 to this Schedule 13D, and which is incorporated herein by reference.
Item 7.
|
Material to be Filed as Exhibits
|
|
|
|
|
|
Exhibit 1
|
|
Form of
Lock-Up
Agreement, dated as of January 18, 2017 (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on Form
8-K
filed on January 19, 2017).
|
|
|
Exhibit 99.1
|
|
Joint Filing Agreement, dated as of May 15, 2017, by and among the Reporting Persons.
|
7
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.
|
|
|
Date: May 15, 2017
|
|
/s/ Philip Hodges
|
Philip Hodges
|
|
REDMONT VENTURE PARTNERS, INC.
|
|
/s/ Philip Hodges
|
By:
|
|
Philip Hodges
|
Its:
|
|
Authorized Signatory
|
|
REDMONT VAXN CAPITAL HOLDINGS, LLC
|
|
/s/ Philip Hodges
|
By:
|
|
Philip Hodges
|
Its:
|
|
Authorized Signatory
|
|
PARADIGM VENTURE PARTNERS, L.P.
|
|
/s/ Philip Hodges
|
By:
|
|
Philip Hodges
|
Its:
|
|
Authorized Signatory
|
8