Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
No.
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Description
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99.1
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PharmAthene, Inc. Presentation
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Important Additional Information about the Proposed Merger
Transaction
This communication is being made in respect of a proposed merger
transaction involving Altimmune, Inc. and PharmAthene, Inc. PharmAthene intends to file a registration statement on Form S-4 with
the U.S. Securities and Exchange Commission (the “SEC”), which will contain a joint proxy statement/prospectus/consent
solicitation and other relevant materials, and plans to file with the SEC other documents regarding the proposed transaction. The
final joint proxy statement/prospectus/consent solicitation will be sent to the stockholders of PharmAthene and Altimmune in connection
with the special meetings of stockholders to be held to vote on matters relating to the proposed transaction. The joint proxy statement/prospectus/consent
solicitation will contain information about PharmAthene, Altimmune, the proposed merger transaction, and related matters. STOCKHOLDERS
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND
OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION
THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER TRANSACTION AND RELATED MATTERS. In addition to receiving
the joint proxy statement/prospectus/consent solicitation and proxy card by mail, stockholders will also be able to obtain the
joint proxy statement/prospectus/consent solicitation, as well as other filings containing information about PharmAthene, without
charge, from the SEC’s website (http://www.sec.gov) or, without charge, by directing a written request to: PharmAthene, Inc.,
One Park Place, Suite 450, Annapolis, Maryland 21401, Attention: Investor Relations.
No Offer or Solicitation
This communication is not intended to and does not constitute
an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities
or the solicitation of any vote or approval in any jurisdiction in connection with the merger transaction or otherwise, nor shall
there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in Solicitation
PharmAthene and its executive officers and directors may be
deemed to be participants in the solicitation of proxies from PharmAthene’s stockholders with respect to the matters relating
to the proposed merger transaction. Altimmune may also be deemed a participant in such solicitation. Information regarding PharmAthene’s
executive officers and directors is available in PharmAthene’s proxy statement on Schedule 14A, filed with the SEC on April
29, 2016. Information regarding any interest that PharmAthene, Altimmune or any of the executive officers or directors of PharmAthene
or Altimmune may have in the transaction with Altimmune will be set forth in the joint proxy statement/prospectus/consent solicitation
that PharmAthene intends to file with the SEC in connection with its stockholder vote on matters relating to the proposed merger
transaction. Stockholders will be able to obtain this information by reading the joint proxy statement/prospectus/consent solicitation
when it becomes available.
Forward-Looking Statements
Except for the historical information presented herein, matters
discussed may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995
that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results,
performance or achievements expressed or implied by such statements. Statements that are not historical facts, including statements
preceded by, followed by, or that include the words “will”; “potential”; “believe”; “anticipate”;
“intend”; “plan”; “expect”; “estimate”; “could”; “may”;
“should”; or similar statements are forward-looking statements. Such statements include, but are not limited to those
referring to the potential for growth and the expected completion and outcome of the merger transaction and the transactions contemplated
by the Merger Agreement and related agreements. PharmAthene disclaims any intent or obligation to update these forward-looking
statements. Risks and uncertainties include, among others, failure to obtain necessary stockholder approval for the proposed merger
transaction with Altimmune and the matters related thereto; failure of either party to meet the conditions to closing of the transaction;
delays in completing the transaction and the risk that the transaction may not be completed at all; failure to realize the anticipated
benefits from the transaction or delay in realization thereof; the businesses of PharmAthene and Altimmune may not be combined
successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; operating
costs and business disruption during the pendency of and following the transaction, including adverse effects on employee retention
and on business relationships with third parties; the combined company’s need for and ability to obtain additional financing;
risk associated with the reliability of the results of the studies relating to human safety and possible adverse effects resulting
from the administration of the combined company’s product candidates; unexpected funding delays and/or reductions or elimination
of U.S. government funding for one or more of the combined company’s development programs; the award of government contracts
to competitors; unforeseen safety issues; unexpected determinations that these product candidates prove not to be effective and/or
capable of being marketed as products; as well as risks detailed from time to time in PharmAthene’s Form 10-K under the caption
“Risk Factors” and in its other reports filed with the SEC. Copies of PharmAthene’s public disclosure filings
are available from its investor relations department and its website under the investor relations tab at http://www.pharmathene.com.