UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
March 26, 2020
ARMATA
PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in
its charter)
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Washington
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001-37544
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91-1549568
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(State or other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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4503 Glencoe Avenue
Marina del Rey, California
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90292
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(Address of principal executive offices)
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(Zip Code)
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(310) 655-2928
(Registrant’s Telephone number)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction
A.2. below):
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¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of
the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock
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ARMP
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NYSE American
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Item 3.02
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Unregistered Sales of Equity Securities.
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As previously disclosed, on January 27, 2020, Armata Pharmaceuticals,
Inc. (NYSE American: ARMP) (the “Company”) entered into a securities purchase agreement (the “Securities
Purchase Agreement”) with Innoviva, Inc. (Nasdaq: INVA) (“Innoviva”), pursuant to which
the Company agreed to issue and sell to Innoviva, in a private placement, up to 8,710,800 newly issued shares of common stock,
par value $0.01 per share (“common stock”), of the Company (the “Shares”) and
warrants (the “Common Warrants”) to purchase up to 8,710,800 shares of common stock, with an exercise
price per share of $2.87 (the “Private Placement”). Each share of common stock was sold together with
one Common Warrant for a per-unit purchase price of $2.87.
First Closing
The Private Placement occurred in two tranches. The first closing
(the “First Closing”) occurred on February 12, 2020, at which time Innoviva purchased 993,139 Shares
and 993,139 Common Warrants, which was the maximum number of Shares and Common Warrants issuable to Innoviva in compliance with
any and all applicable laws and without the requirement for the prior receipt of the stockholders’ approval under the listing
requirements of the NYSE American, in exchange for an aggregate gross cash payment of approximately $2.8 million.
Second Closing
As described below under Item 5.07 below, on March 26, 2020,
the Company received shareholder approval to authorize the Company to complete the second tranche of the Private Placement (the
“Second Closing”). On March 27, 2020, the Company completed the Second Closing and issued to Innoviva
7,717,661 Shares and 7,717,661 Common Warrants for an aggregate purchase price of approximately $22.2 million.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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As discussed in Item 5.07, on March 26, 2020, the Company held
a Special Meeting of Shareholders (the “Special Meeting”). At the Special Meeting, the Company’s
shareholders voted to approve an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended (the
“Articles”), to renounce any interest or expectancy of the Company in, or in being offered an opportunity
to participate in, any business opportunity that is presented to Armata’s directors, officers or shareholders (the “Corporate
Opportunities Amendment”). Promptly following such vote, on March 26, 2020, the Company filed the Articles of Amendment
to the Articles with the Secretary of State of the State of Washington to effect the Corporate Opportunities Amendment, effective
immediately.
A copy of the Articles of Amendment to the Articles is attached
hereto as Exhibit 3.1, and is incorporated herein by reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The Company held the Special Meeting on March 26, 2020, at 9:00
a.m. local time at the Company’s headquarters in Marina del Rey, California. As described in the proxy statement for the
Special Meeting, the Special Meeting was held for the following purposes:
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1.
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To approve the Second Closing, which, combined with issuance of Shares at the First Closing, will result in (i) the issuance
of shares equal to 20% or more of the outstanding common stock of the Company for less than the greater of book or market value
of the Company’s Common Stock, as required by and in accordance with NYSE American Company Guide Rule 713 and (ii) a “change
of control” of the Company, as required by and in accordance with NYSE American Company Guide Rule 713 (the “Private
Placement Proposal”);
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2.
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To approve the Corporate Opportunities Amendment (the “Charter Amendment Proposal”);
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3.
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To authorize the adjournment of the Special Meeting in order to permit the solicitation of additional proxies if there are
not sufficient votes to approve Proposals 1 and 2 described above at the time of the Special Meeting; and
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4.
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To conduct any other business properly brought before the Special Meeting or any adjournment or postponement thereof.
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The voting results for proposals 1 and 2 were as follows:
Proposal 1 — Approval of Private Placement Proposal:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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7,865,209
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44,808
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18,967
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0
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Proposal 2 – Approval of the Charter Amendment Proposal:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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7,868,900
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39,788
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20,296
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0
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On March 30, 2020, the Company issued a press release announcing
the completion of the Second Closing. The full text of the press release issued in connection with this announcement is attached
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit
No.
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Description
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3.1
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Articles of Amendment to Articles of Incorporation of the Company (effective March 26, 2020).
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4.1
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Form of Common Stock Warrant (incorporated herein by reference to Exhibit 4.1 to the Current report on Form 8-K (File No. 001-37544), filed with the SEC on January 29, 2020).
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10.1
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Securities Purchase Agreement, dated January 27, 2020, by and between the Company and Innoviva (incorporated herein by reference to Exhibit 10.1 to the Current report on Form 8-K (File No. 001-37544), filed with the SEC on January 29, 2020).
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99.1
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Press Release, dated March 30, 2020.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: March 30, 2020
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Armata Pharmaceuticals, Inc.
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By:
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/s/ Steve R. Martin
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Name:
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Steve R. Martin
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Title:
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Chief Financial Officer
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Exhibit 3.1
ARTICLES OF AMENDMENT
OF
ARMATA PHARMACEUTICALS, INC.
AMENDED AND RESTATED ARTICLES OF INCORPORATION
Pursuant to Chapter 23B.10 of the Washington
Business Corporation Act (the “WBCA”), Armata Pharmaceuticals, Inc., a Washington corporation, hereby submits
the following Articles of Amendment to its Amended and Restated Articles of Incorporation (the “Articles of Amendment”):
Article 1. Name. The name of
the corporation is Armata Pharmaceuticals, Inc. (the “Corporation”).
Article 2. Date of Adoption.
The amendment set forth in Article 4 of this Articles of Amendment was adopted on March 26, 2020.
Article 3. Manner of Adoption.
The amendment set forth in Article 4 of this Article of Amendment was adopted by a sufficient vote of the shareholders of the corporation
in accordance with 23B.10.030 and 23B.10.040 of the WBCA.
Article 4. Amendment to Amended
Articles of Incorporation. Article 11 of the Amended and Restated Articles of Incorporation is hereby amended to add the following
paragraph at the second paragraph in said Article 11:
“Without limiting this corporation’s
rights or obligations under any contract or agreement, this corporation renounces, to the fullest extent permitted by law, any
interest or expectancy of this corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity (as
defined in the following sentence). An “Excluded Opportunity” is any potential transaction or matter that may be an
opportunity for this corporation that is presented to, or acquired, created or developed by, or which otherwise comes into the
possession of (i) Innoviva, Inc. or (ii) any of its Affiliates (as defined below) (each a “Covered Person” and collectively,
“Covered Persons”), unless such potential transaction or matter is presented to, or acquired, created or developed
by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as
a director of the Corporation. An “Affiliate” is, with respect to Innoviva, Inc., any other person directly or indirectly
controlling, controlled by or under common control with such person, which shall include any director (including in such person’s
capacity as an observer on any committee of the Board of Directors) who has been designated by Innoviva, Inc., but shall not include
this corporation or any of its subsidiaries.”
Article 5. Effective Date of this Article of Amendment.
The effective date of these Articles of Amendment shall be upon filing with the Washington Secretary of State.
Article 6. Signature. This record is hereby
executed under penalties of perjury, and is, to the best of my knowledge, true and correct.
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Todd R. Patrick, Chief Executive Officer
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Date March 26, 2020
Exhibit 99.1
Armata Pharmaceuticals Announces Closing
of Second Tranche of $25 Million
Securities Purchase Agreement with Innoviva,
Inc.
· Funds to be used primarily to advance its lead Pseudomonas aeruginosa candidate, AP-PA02
MARINA DEL REY, California, March 30, 2020
– Armata Pharmaceuticals, Inc. (NYSE American: ARMP) (“Armata” or the “Company”), a biotechnology
company focused on precisely targeted bacteriophage therapeutics for antibiotic-resistant infections, today announced that, following
a vote in favor of the transaction by more than 99% of the Armata shareholders that voted, Armata has completed the closing of
the second tranche under the Company’s $25 million Securities Purchase Agreement with Innoviva, Inc. (NASDAQ: INVA) (“Innoviva”),
a company with a portfolio of royalties that include respiratory assets partnered with Glaxo Group Limited. In connection with
the second closing, Armata issued 7,717,661 common shares, at a price of $2.87 per share, and warrants to purchase 7,717,661 common
shares, at an exercise price of $2.87 per share, in exchange for gross proceeds of approximately $22.2 million.
“The completion of our $25 million
financing with Innoviva provides our company with significant resources that will allow us to efficiently advance our pipeline
of phage-based therapeutics to treat multi-drug resistant bacterial infections,” stated Todd R. Patrick, Chief Executive
Officer of Armata. “This is an important year for Armata as we aim to advance two programs into clinical trials, most notably
our lead program, AP-PA02, which we are developing to treat lower airway infections caused by Pseudomonas aeruginosa. This
pathogen has demonstrated a high level of intrinsic resistance to most antibiotics and has been particularly problematic for cystic
fibrosis patients, a challenge that is reflected in our recent announcement that we have been selected for a therapeutics development
award of up to $5 million from the Cystic Fibrosis Foundation. We are very pleased to have the support of Innoviva on these important
programs.”
The closing of the first tranche of the
Innoviva Securities Purchase Agreement, which occurred on February 12, 2020, raised gross proceeds of approximately $2.8 million
through the issuance of 993,139 common shares, at a price of $2.87 per share, and warrants to purchase an additional 993,139 common
shares, at an exercise price of $2.87 per share. Concurrent with the closing of the first tranche, Innoviva directors Odysseas
Kostas, M.D. and Sarah Schlesinger, M.D joined Armata’s Board of Directors.
Armata currently has approximately 18.6
million shares of common stock and warrants exercisable for approximately 10.6 million shares of common stock outstanding.
The Company expects the proceeds from the
offering to provide sufficient cash resources to achieve several important milestones in 2020 and 2021.
This release does not constitute an offer
to sell or the solicitation of an offer to buy any security. The shares offered have not been registered under the Securities Act
of 1933, as amended, or applicable state securities laws and may not be offered or sold in the United States or any state thereof
absent registration under the securities act and applicable state securities laws or an applicable exemption from registration
requirements.
About Armata Pharmaceuticals, Inc.
Armata is a clinical-stage biotechnology
company focused on the development of precisely targeted bacteriophage therapeutics for the treatment of antibiotic-resistant infections
using its proprietary bacteriophage-based technology. Armata is developing and advancing a broad pipeline of natural and synthetic
phage candidates, including clinical candidates for Pseudomonas aeruginosa, Staphylococcus aureus, and other pathogens.
In addition, in collaboration with Merck, known as MSD outside of the United States and Canada, Armata is developing proprietary
synthetic phage candidates to target an undisclosed infectious disease agent. Armata is committed to advancing phage with drug
development expertise that spans bench to clinic including in-house phage specific GMP manufacturing.
Forward Looking Statements
This communication contains "forward-looking"
statements, including, without limitation, statements related to the anticipated benefits of the offering and related transactions,
Armata’s ability to meet expected milestones, expand its pipeline, pursue additional potential partnerships, statements related
to clinical trials, including the anticipated initiation of a clinical trial of AP-PA02,
and future milestones, including obtain topline data from the clinical trial of AP-PA02, obtain third party, non-dilutive funding
to advance the company’s Staphylococcus aureus phage candidate, AP-SA02, into clinical trials, and file an IND to initiate
clinical studies of AP-SA02. Any statements contained in this communication that are not statements of historical fact may
be deemed to be forward-looking statements. These forward-looking statements are based upon Armata's current expectations. Forward-looking
statements involve risks and uncertainties. Armata's actual results and the timing of events could differ materially from those
anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation,
risks related to Armata's ability to advance its preclinical and clinical programs and the uncertain and time-consuming regulatory
approval process; Armata’s ability to develop products based on bacteriophages and synthetic phages to kill bacterial pathogens;
Armata’s expected market opportunity for its products; the potential impact of the COVID-19 (coronavirus) pandemic and the
impact it could have on our employees, facilities, development activities and timelines; and Armata's ability to sufficiently fund
its operations as expected, including obtaining additional funding as needed. Additional risks and uncertainties relating to Armata
and its business can be found under the caption "Risk Factors" and elsewhere in Armata's filings and reports with the
SEC, including in Armata's Annual Report on Form 10-K, filed with the SEC on March 19, 2020, and Armata's subsequent filings with
the SEC. Armata expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in Armata's expectations with regard thereto or any change in events, conditions
or circumstances on which any such statements are based.
Media Contacts:
At Armata:
Steve Martin
Armata Pharmaceuticals, Inc.
ir@armatapharma.com
858-800-2492
Armata Investor Relations:
Joyce Allaire
LifeSci Advisors, LLC
jallaire@lifesciadvisors.com
212-915-2569
At Innoviva:
Dan Zacchei / Alex Kovtun
Sloane & Company
212-446-9500
dzacchei@sloanepr.com / akovtun@sloanepr.com