Commitments and Contingencies |
10. Commitments and Contingencies Spitfire Acquisition In July 2019, the Company entered into the Spitfire merger agreement to acquire all of the equity interests of Spitfire Pharma, Inc. (“Spitfire”). Spitfire was a privately held, preclinical pharmaceutical company developing novel peptide products for pharmaceutical indications, including pemvidutide for the treatment of MASH. As part of the agreement, the Company is obligated to make payments of up to $80.0 million upon the achievement of specified worldwide net sales of all products developed using the technology acquired from Spitfire Pharma, Inc. (the “Sales Milestone”) within ten years following the approval of a new drug application filed with the U. S. Food and Drug Administration (the “FDA”). Litigation On May 6, 2024, a class action complaint was filed in federal district court in the District of Maryland, Southern Division, naming as defendants the Company and three of the Company’s executive officers, captioned Mogan v. Altimmune, Inc., et al., No. 24-cv-01315 (D. Md.) (the “Class Action”). The complaint alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, by making false and misleading statements and omissions of material fact to the investing public including the plaintiff and class members, who purchased or otherwise acquired the Company’s common stock between December 1, 2023 and April 26, 2024. The plaintiff and class members seek to have the action maintained as a class action under Rule 23 of the Federal Rules of Civil Procedure and for the defendants to pay damages, interest, and an award of costs, including attorneys’ fees. On June 14, 2024, the Court entered an order stating that defendants were not required to answer, move to dismiss, or otherwise respond to the initial complaint filed on May 6, 2024, and that within 14 days of the Court’s entry of an order appointing a lead plaintiff the parties are to confer and submit a proposed schedule to the court for the filing of an amended complaint (if any) and the filing of a motion to dismiss or other response to the amended complaint. A substantially similar complaint, captioned Campanile v. Altimmune, Inc., et al., No. 8:24-cv-01918 (D. Md.), was also filed in the same court by another plaintiff on July 1, 2024 against the Company and three of its executive officers, based upon the same general set of allegations and class period. On July 5, 2024, two movants moved to consolidate the two actions and to be appointed lead plaintiff. On July 12, 2024, these movants filed a stipulation and proposed order to consolidate the related actions, and to be appointed co-lead plaintiffs. The Company intends to vigorously defend against this class action litigation. On June 4, 2024, a shareholder derivative complaint was filed in federal district court in the District of Delaware, purportedly on behalf of the Company, naming as defendants three of the Company’s executive officers and eight of the Company’s board members, captioned Stourbridge Investments LLC v. Garg, et al., No. 1:24-cv-669-GBW (D. Del.). The complaint is based upon allegations that are similar to those alleged in the Class Action and alleges claims for contribution, breaches of fiduciary duty, unjust enrichment, and waste of corporate assets based on the defendants purportedly making or causing to be made false and misleading statements and omissions of material fact between December 1, 2023 and April 26, 2024. The complaint seeks unspecified monetary relief, exemplary damages, restitution, contribution, and costs, as well as equitable relief. A similar shareholder derivative complaint was filed in the same court by another plaintiff on July 1, 2024, based upon substantially similar allegations, and alleges claims for contribution, breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. The complaint, captioned Alaraidah v. Garg, et al., No. 1:24-cv-00772-GBW (D. Del.), seeks unspecified monetary relief, restitution, costs, and equitable relief. These actions were consolidated on July 18, 2024 into case no. 1:24-cv-669-GBW (the “Derivative Action”). The Company intends to vigorously defend against the Derivative Action. The Company is a party in various contracts and subject to disputes, litigation, and potential claims arising in the ordinary course of business, none of which are currently reasonably possible or probable of material loss.
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