Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
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).
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CUSIP No. 02155H101
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13G
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Page
2
of 9
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1.
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NAMES OF
REPORTING PERSONS
Novartis Bioventures Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Bermuda
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
3,084,551*
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
3,084,551*
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,084,551*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
19.9%
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12.
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TYPE OF REPORTING PERSON
CO
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* Consists of (i) 1,867,301 shares of Common Stock of the Issuer, (ii) a stock option to purchase 553 shares of
Common Stock, and (iii) 1,216,697 shares of Common Stock, in the aggregate, that may be acquired upon conversion of the Issuer’s Series B Convertible Preferred Stock or upon the exercise of warrants to purchase the Issuer’s Common
Stock.
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CUSIP No. 02155H101
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13G
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Page
3
of 9
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1.
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NAMES OF
REPORTING PERSONS
Novartis AG
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Switzerland
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
3,084,551*
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
3,084,551*
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,084,551*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
19.9%
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12.
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TYPE OF REPORTING PERSON
CO
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* Consists of (i) 1,867,301 shares of Common Stock of the Issuer, (ii) a stock option to purchase 553 shares of
Common Stock, and (iii) 1,216,697 shares of Common Stock, in the aggregate, that may be acquired upon conversion of the Issuer’s Series B Convertible Preferred Stock or upon the exercise of warrants to purchase the Issuer’s Common
Stock.
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Item 1(a).
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Name of Issuer:
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Altimmune, Inc. (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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19 Firstfield Rd., Suite 200
Gaithersburg, MD 20878
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Item 2(a).
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Name of Persons Filing:
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This statement is filed on behalf of the following persons with
respect to shares of Common Stock of the Issuer
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(i)
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Novartis Bioventures Ltd. a Bermuda corporation, with respect to shares held by it; and
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(ii)
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Novartis AG, a Switzerland corporation, as the publically owned parent of Novartis Bioventures Ltd., with respect to the shares held by Novartis Bioventures Ltd.
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The foregoing persons are hereinafter referred to collectively as the “Reporting Persons.”
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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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.
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.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.0001 per share (“Common
Stock”).
02155H101
6
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Item 3.
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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:
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(a) ☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b) ☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c) ☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d) ☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e) ☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f) ☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g) ☐
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h) ☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i) ☐
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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);
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(j) ☐
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A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
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(k) ☐
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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: ____________________________
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(a)
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Amount Beneficially Owned:
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Novartis Bioventures Ltd. (“Novartis”) is the record
owner of (i) 1,867,301 shares of Common Stock of the Issuer, (ii) a stock option to purchase 553 shares of Common Stock, and (iii) 1,216,697 shares of Common Stock, in the aggregate, that may be acquired upon conversion of the
Issuer’s Series B Convertible Preferred Stock (“Preferred Stock”) or upon the exercise of warrants to purchase the Issuer’s Common Stock (the “Warrants”) held by Novartis.
Novartis holds 3,104.4 shares of Preferred Stock at a stated value of $1,000 per share, which are initially convertible into 1,162,714 shares
of the Issuer’s Common Stock at a conversion price of $2.67 per share. The Warrants held by Novartis are exercisable for up to 465,086 shares of the Issuer’s Common Stock. Prior to the receipt of approval by the Issuer’s stockholders
for the issuance of shares pursuant to the conversion of the Preferred Stock (the “Requisite Stockholder Approval”), the Preferred Stock may not be converted by the holder if, as a result of such conversion, the holder, together with its
affiliates, would hold more than 19.99% of the Issuer’s Common Stock. The Warrants held by Novartis may not be exercised if such exercise would cause Novartis to hold more than 19.99% of the Issuer’s Common Stock, regardless of receipt by
the Issuer of the Requisite Stockholder Approval.
7
Accordingly, the total number of shares that Novartis may acquire upon exercise of the Warrants
or conversion of the Preferred Shares in the aggregate is 1,216,697 shares of Common Stock.
On December 15, 2017 and on the
fifteenth day of each calendar month thereafter until the maturity date of the Preferred Stock on August 15, 2018 (the “Maturity Date”), inclusive, the Issuer will redeem the stated value of Preferred Stock in nine equal installments
(the “Monthly Amortization Amounts”). Holders of the Preferred Stock will have the ability to defer payments, but not beyond the Maturity Date of the Preferred Stock. Subject to certain conditions, the Issuer may elect to pay the Monthly
Amortization Amounts in cash or shares of Common Stock or in a combination of cash and shares of Common Stock, such number of shares to be based on a price per share of Common Stock equal to the lowest of (i) the then applicable conversion
price of the Preferred Stock, (ii) 85% of the arithmetic average of the three lowest volume weighted average prices of the Common Stock during the ten consecutive trading days prior to the applicable payment date and (iii) 85% of the
volume weighted average price of the Common Stock on the trading day immediately prior to the payment date.
19.9% based on 15,422,761 shares of the Issuer’s Common Stock
outstanding as of August 9, 2017, as reported on the Issuer’s Form 10-Q filed on August 14, 2017.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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Not applicable
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(ii)
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Shared power to vote or to direct the vote:
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3,084,551
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(iii)
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Sole power to dispose or to direct the disposition:
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Not applicable
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(iv)
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Shared power to dispose or to direct the disposition:
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3,084,551
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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 ☐.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
8
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Item 7.
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable
9
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: August 23, 2017
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NOVARTIS BIOVENTURES LTD.
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/s/ Anja Kōnig
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Name: Anja Kōnig
Title: Authorized
Signatory
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/s/ Bartosz Dzikowski
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Name: Bartosz Dzikowski
Title: Authorized
Signatory
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NOVARTIS AG
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/s/ Anja Kōnig
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Name: Anja Kōnig
Title: Authorized
Signatory
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/s/ Bartosz Dzikowski
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Name: Bartosz Dzikowski
Title: Authorized
Signatory
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10
INDEX EXHIBIT
SCHEDULE 13G
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Exhibit
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Exhibit Description
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99.1
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Evidence of Signature Authority
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99.2
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Power of Attorney
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99.3
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Power of Attorney
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99.4
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Joint Filing Agreement
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