0001567619-21-006518.txt : 20210317 0001567619-21-006518.hdr.sgml : 20210317 20210317171608 ACCESSION NUMBER: 0001567619-21-006518 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210317 FILED AS OF DATE: 20210317 DATE AS OF CHANGE: 20210317 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: 21751546 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: 21751545 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 doc1.xml FORM 4 X0306 4 2021-03-17 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 Common Stock 2021-03-17 4 P 0 4285935 3.25 A 6153847 I See Footnotes Common Stock 8710800 D Warrants to Purchase Common Stock 3.25 2021-03-17 4 P 0 4285935 3.25 A 2021-03-17 2026-03-17 Common Stock 4285935 6153847 I See Footnotes Warrants to Purchase Common Stock 2.87 Common Stock 8710800 D See Ex. 99.1. See Ex. 99.1. See Ex. 99.1. Exhibit List: Exhibit 99.1 - Explanation of Responses INNOVIVA, INC.; By: /s/ Pavel Raifeld; Chief Executive Officer 2021-03-17 INNOVIVA STRATEGIC OPPORTUNITIES LLC, By INNOVIVA, INC. (ITS MANAGING MEMBER), By: /s/ Pavel Raifeld, Name: Pavel Raifeld, Title: Chief Executive Officer 2021-03-17 EX-99.1 2 i37090993.htm EXPLANATION OF RESPONSES

Explanation of Responses

(1)	As previously disclosed on Statement Of Changes In Beneficial Ownership on Form 4 filed with the Securities and Exchange Commission (the "SEC") on January 26, 2021, 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"), entered into that certain Securities Purchase Agreement (the "Purchase Agreement") with Armata Pharmaceuticals, Inc., a Washington corporation (the "Issuer"), pursuant to which Innoviva Sub acquired 1,867,912 newly issued shares of common stock, $0.01 par value per share, of the Issuer ("Common Stock") and warrants ("Warrants") to purchase 1,867,912 additional shares of Common Stock, with an exercise price per share of $3.25. The Purchase Agreement contemplated issuance of 4,285,935 additional shares of Common Stock and Warrants to acquire 4,285,935 additional shares of Common Stock upon satisfaction of certain conditions, including the approval of the new issuance by the stockholders of the Issuer as required by applicable rules and regulations of New York Stock Exchange American ("Stockholder Approval"). The Issuer obtained Stockholder Approval of the new issuance on March 16, 2021. On March 17, 2021, the Issuer issued an additional 4,285,935 shares of Common Stock and Warrants to acquire 4,285,935 additional shares of Common Stock to Innoviva Sub. In addition, pursuant to the transactions occurring in 2020, Innoviva is the direct beneficial owner of 8,710,800 shares of Common Stock and Warrants to purchase an additional 8,710,800 shares of Common Stock, with an exercise price of $2.87.
(2)	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. 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, including any shares of Common Stock underlying the Warrants, as a result of or in connection with the transactions reported on this Form 4.
(3)	See Statement Of Changes In Beneficial Ownership on Form 4 filed with the SEC on March 31, 2020.