0001104659-23-003540.txt : 20230112 0001104659-23-003540.hdr.sgml : 20230112 20230112212120 ACCESSION NUMBER: 0001104659-23-003540 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230110 FILED AS OF DATE: 20230112 DATE AS OF CHANGE: 20230112 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Innoviva, Inc. CENTRAL INDEX KEY: 0001080014 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37544 FILM NUMBER: 23527012 BUSINESS ADDRESS: STREET 1: 1350 OLD BAYSHORE HIGHWAY STREET 2: SUITE 400 CITY: BURLINGAME STATE: CA ZIP: 94010 BUSINESS PHONE: 6502389600 MAIL ADDRESS: STREET 1: 1350 OLD BAYSHORE HIGHWAY STREET 2: SUITE 400 CITY: BURLINGAME STATE: CA ZIP: 94010 FORMER NAME: FORMER CONFORMED NAME: THERAVANCE INC DATE OF NAME CHANGE: 20020207 FORMER NAME: FORMER CONFORMED NAME: ADVANCED MEDICINE INC DATE OF NAME CHANGE: 20000302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Innoviva Strategic Opportunities LLC CENTRAL INDEX KEY: 0001842875 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37544 FILM NUMBER: 23527011 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 877 202 1097 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Armata Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0000921114 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 911549568 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4503 GLENCOE AVENUE CITY: MARINA DEL REY STATE: CA ZIP: 90292 BUSINESS PHONE: 310-665-2928 MAIL ADDRESS: STREET 1: 4503 GLENCOE AVENUE CITY: MARINA DEL REY STATE: CA ZIP: 90292 FORMER COMPANY: FORMER CONFORMED NAME: AmpliPhi Biosciences Corp DATE OF NAME CHANGE: 20130222 FORMER COMPANY: FORMER CONFORMED NAME: TARGETED GENETICS CORP /WA/ DATE OF NAME CHANGE: 19940331 4 1 tm232524-2_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2023-01-10 0 0000921114 Armata Pharmaceuticals, Inc. ARMP 0001080014 Innoviva, Inc. 1350 OLD BAYSHORE HIGHWAY SUITE 400 BURLINGAME CA 94010 1 0 1 0 0001842875 Innoviva Strategic Opportunities LLC 1350 OLD BAYSHORE HIGHWAY SUITE 400 BURLINGAME CA 94010 1 0 1 0 Convertible Debt convertible into Common Stock 1.52 2023-01-10 4 P 0 30000000 30000000 A Common Stock 19736843 30000000 I See Footnotes As previously disclosed on Amendment No. 8 to Statement of Beneficial Ownership on Schedule 13D, as filed by Innoviva Strategic Opportunities LLC ("Innoviva Sub"), a Delaware limited liability company and a wholly-owned subsidiary of Innoviva, Inc. ("Innoviva" and, together with Innoviva Sub, the "Reporting Persons") with the Securities and Exchange Commission ("Commission") on January 10, 2023, Armata Pharmaceuticals, Inc., a Washington corporation (the "Issuer") entered into, as borrower, a secured convertible credit and security agreement (the "Credit Agreement") with Innoviva Sub on January 10, 2023. The Credit Agreement provides for a secured term loan facility in an aggregate amount of $30,000,000 (the "Loan") at an interest rate of 8.0% per annum, and has a maturity date of January 10, 2024. The Credit Agreement provides that if a Qualified Financing (as defined in the Credit Agreement) occurs, the outstanding principal amount of, and all accrued and unpaid interest on, the Loan shall be converted (the "Mandatory Conversion") into shares of the Issuer's common stock, $0.01 par value per share ("Common Stock") at a price per share equal to a 15.0% discount to the lowest price per share for Common Stock paid by investors in a Qualified Financing (which price paid by investors in a Qualified Financing may not be less than a 15.0% discount to the closing price of Common Stock immediately prior to the consummation of a Qualified Financing event). The Credit Agreement also requires the Issuer to file a registration statement (the "Registration Statement") for the resale of all securities issued to Innoviva Sub in connection with any conversion under the Credit Agreement. After the Registration Statement has been declared effective by the Commission, any outstanding Loan amount, including all accrued and unpaid interest thereon, may be converted at Innoviva Sub's option into shares of Common Stock at a price per share equal to the greater of book value or market value per share of Common Stock on the date immediately preceding the effective date of the Credit Agreement, which is $1.52 (as may be appropriately adjusted for any stock split, combination or similar act) (the "Optional Conversion"). As of January 10, 2023, pursuant to the Optional Conversion, the Loan is convertible into 19,736,843 shares of Common Stock of the Issuer, contingent upon the effectiveness of the Registration Statement. In addition, pursuant to previous transactions, (i) Innoviva Sub is the direct beneficial owner, and Innoviva is the indirect beneficial owner, of 16,365,969 shares of Common Stock, 4,500,000 warrants to purchase Common Stock with an exercise price of $5.00, and 6,153,847 warrants to purchase Common Stock with an exercise price of $3.25 and (ii) Innoviva is the direct beneficial owner of 8,710,800 shares of Common Stock and 8,710,800 warrants to purchase Common Stock with an exercise price of $2.87. In 2020, Innoviva designated Odysseas Kostas, M.D. and Sarah Schlesinger, M.D., two of the members of the board of directors of Innoviva, to serve on the board of directors of the Issuer. In 2021, Innoviva designated Jules Haimovitz, a member of the board of directors of Innoviva, to serve on the board of directors of the Issuer. As such, solely for purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the board of directors of the Issuer approved the acquisition of any direct or indirect pecuniary interest in any shares of Common Stock, as a result of or in connection with the transactions reported on this Form 4. INNOVIVA, INC. By: /s/ Pavel Raifeld Name: Pavel Raifeld Title: Chief Executive Officer 2023-01-12 INNOVIVA STRATEGIC OPPORTUNITIES LLC By: Innoviva, Inc., its managing member By: /s/ Pavel Raifeld Name: Pavel Raifeld Title: Chief Executive Officer 2023-01-12