8-K 1 tm2014179d1_8k.htm FORM 8-K

 

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)

 

Washington 001-37544 91-1549568
(State or other jurisdiction of incorporation or
organization)		 (Commission File Number) (IRS Employer Identification No.)

 

4503 Glencoe Avenue

Marina del Rey, California

 

90292

(Address of principal executive offices) (Zip Code)

 

(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):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common Stock   ARMP   NYSE American

 

 

 

 

 

Item 3.02Unregistered Sales of Equity Securities.

 

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.

 

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

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.

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

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:

 

1.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”);

 

2.To approve the Corporate Opportunities Amendment (the “Charter Amendment Proposal”);

 

3.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

 

 

 

 

4.To conduct any other business properly brought before the Special Meeting or any adjournment or postponement thereof.

 

The voting results for proposals 1 and 2 were as follows:

 

Proposal 1 — Approval of Private Placement Proposal:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
7,865,209   44,808   18,967   0

 

Proposal 2 – Approval of the Charter Amendment Proposal:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
7,868,900   39,788   20,296   0

 

Item 8.01 Other Events.

 

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.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit
No.

  

Description

   
3.1   Articles of Amendment to Articles of Incorporation of the Company (effective March 26, 2020).
   
4.1   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).
   
10.1   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).
   
99.1   Press Release, dated March 30, 2020.

 

 

 

 

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.

 

Date: March 30, 2020 Armata Pharmaceuticals, Inc.
   
  By: /s/ Steve R. Martin
  Name:  Steve R. Martin
  Title: Chief Financial Officer