UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 25, 2022, Steve R. Martin notified Armata Pharmaceuticals, Inc. (the “Company”) that he intends to retire as Chief Financial Officer and Senior Vice President (and Principal Financial and Accounting Officer) of the Company effective as of June 30, 2022 (the “Transition Date”).
Mr. Martin has agreed to continue his employment with the Company as an advisor to his successor in the Principal Financial and Accounting Officer role (such successor described in more detail below) from the Transition Date through December 31, 2022 (the “Transition Period”). In exchange for these transition services, the Company’s Board of Directors (the “Board”) approved an advisory agreement (the “Advisory Agreement”) for Mr. Martin that provides the following payments and benefits during the Transition Period: (i) continued payment of his annual base salary at his current rate; (ii) continued participation in the Company’s employee welfare, benefit, retirement and fringe benefit plans, as amended from time to time, on the same terms as applicable to members of the Company’s executive team; provided that (x) he shall not be eligible to receive grants of equity awards or to participate in the annual bonus program for the 2022 fiscal year, and (y) he shall cease to accrue paid time off during the Transition Period; and (iii) one half of the outstanding and unvested Company stock options held by Mr. Martin as of the last day of the Transition Period shall become fully vested, and all vested stock options held by Mr. Martin as of that date shall remain exercisable in full for their remaining 10-year term. The Advisory Agreement replaces and supersedes the offer letter agreement between Mr. Martin and the Company dated as of January 18, 2016, as amended as of April 1, 2017.
On March 25, 2022, the Board appointed Erin Butler to serve as (i) Vice President of Finance and Administration of the Company, effective April 1, 2022, and (ii) Principal Financial and Accounting Officer of the Company, effective July 1, 2022. In connection with her appointment as Vice President of Finance and Administration, the Company entered into an employment agreement (the “Employment Agreement”) with Ms. Butler that provides the following payments and benefits: (i) an annual base salary at the rate of $290,000, effective April 1, 2022; (ii) a target annual bonus award opportunity equal to 30% of her annual base salary, subject to achievement of certain milestones established by the Board; (iii) a stock option to purchase 50,000 shares of the Company’s common stock, subject to approval by the Compensation Committee of the Board; (iv) subject to her continuing compliance with a customary propriety information and invention agreement and execution of a release in favor of the Company, a severance benefit equal to 6-months of continued base salary in the event her employment is involuntarily terminated without “cause” (and other than due to death or disability), or she terminates her employment for “good reason” (an “Involuntary Termination”); and (v) if the Involuntary Termination occurs within one month prior to, or twelve months following, a “change in control”, full vesting of all of her outstanding equity awards that are subject to time-based vesting requirements.
Prior to her appointment as Vice President of Finance and Administration, Ms. Butler served as the Company’s Sr. Director, Corporate Controller since September 2017. From June 2016 to September 2017, Ms. Butler served as Assistant Controller of Inovio, Inc., a publicly traded biotechnology company focused on developing and commercializing DNA medicines for protection from infectious diseases and treatment of various cancers and HPV-associated diseases. Ms. Butler’s previous experience includes serving as Assistant Controller of Apricus Biosciences, Inc. a publicly traded pharmaceutical company, and as an auditor for Deloitte and Touche, LLP, a public accounting firm.
Other than as set forth above, there is no arrangement or understanding between Ms. Butler and any other person pursuant to which she was selected as an officer of the Company, and there are no family relationships between Ms. Butler and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which Ms. Butler has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
The foregoing description of each of the Advisory Agreement and the Employment Agreement is qualified in its entirety by reference to the full texts of each of those agreements, copies of which are included as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | Advisory Agreement, dated March 28, 2022, between the Company and Mr. Martin. | |
| 10.2 | Employment Agreement, dated March 28, 2022, between the Company and Ms. Butler. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
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 28, 2022 | Armata Pharmaceuticals, Inc. | |
| By: | /s/ Brian C. Varnum | |
| Name: | Brian C. Varnum | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
March 28, 2022
Steve R. Martin
4503 Glencoe Avenue
Marina del Rey, CA 90292
Dear Steve:
This agreement (this “Agreement”) replaces and supersedes the offer letter agreement between you and Armata Pharmaceuticals, Inc. (f/k/a AmpliPhi Biosciences Corporation) (the “Company”) dated January 18, 2016, as amended on April 1, 2017 (the “Prior Agreement”) and sets forth the terms of your continued employment with the Company in connection with your planned retirement as Chief Financial Officer.
1. Continuing Role. You agree to continue your employment with the Company on a full-time basis as Chief Financial Officer and Principal Financial Officer through June 30, 2022, at which time you shall resign from those positions and all other officer or director positions you may hold with the Company’s affiliates. During the period commencing on July 1, 2022 and ending December 31, 2022 (the “Transition Period”) you shall continue your employment as a special advisor to the new Principal Financial Officer of the Company. During the Transition Period, you will make reasonable efforts to be available to provide the advisory and transition services with regard to the business and operations of the Company upon reasonable advance notice as requested by the Chief Executive Officer or the Principal Financial Officer. Except upon the prior written consent of the Board of Directors of the Company (the “Board”), you will not, during your employment with the Company, (a) accept or maintain any other employment, or (b) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that might interfere with your duties and responsibilities as a Company employee or create a conflict of interest with the Company.
2. Salary. Your base salary for your services set forth in Section 1 above will continue to be paid at the annualized rate of $389,340, payable on the Company’s regular payroll dates and subject to approved deductions and required withholdings.
3. Bonus. You will not be eligible to earn an annual performance bonus for the 2022 fiscal year.
4. Equity Awards. You shall not be eligible to receive grants of equity awards during the 2022 fiscal year. However, your outstanding stock option and restricted share unit awards shall continue to vest, in accordance with their terms, for as long as you continue to provide the services set forth in Section 1 above. Subject to and conditioned upon your continued employment through December 31, 2022 and your satisfactory performance of the advisory and transition services set forth in Section 1 above, one half of the outstanding and unvested Company stock options and restricted share units held by you as of the last day of the Transition Period shall become fully vested as of that date, and all vested stock options held by you as of that date (including those that vest hereunder) shall remain exercisable in full for their remaining 10-year term, provided that you sign and do not revoke a release of claims on a form provided by the Company (the “Release”).
5. Benefits. You will be eligible to continue to participate in the benefits made generally available by the Company to its senior executives through December 31, 2022, in accordance with the benefit plans established by the Company, and as may be amended from time to time in the Company’s sole discretion; provided that you shall cease to accrue paid time off during the Transition Period.
6. Termination Obligations. The Company is an “at-will” employer. Accordingly, either you or the Company may terminate the employment relationship at any time, with or without advance notice, and with or without cause.
a. In the event of a termination of your employment with the Company, by either party and regardless of the reasons, you shall be entitled to: (i) any accrued but unpaid base salary and accrued but unused paid time off, which shall be paid in accordance with the Company's customary payroll procedures and subject to all applicable deductions; (ii) reimbursement for unreimbursed business expenses properly incurred by you, which shall be subject to and paid in accordance with the Company's expense reimbursement policy; (iii) such employee benefits, if any, to which you may be entitled under applicable law, including COBRA; and (iv) your rights to outstanding stock options and restricted share units in accordance with the terms, and subject to the conditions, of the 2016 Equity Incentive Plan (the “Equity Plan”) and the applicable award agreements, as modified by Section 4 above.
b. In the event the Company terminates your employment prior to December 31, 2022 other than for “Cause” (as defined in the Equity Plan), then in addition to the payments and benefits described in Section 6(a) above, and provided that you sign and do not revoke a Release, you shall be entitled to the following payments and benefits (subject to applicable tax withholdings): (i) continued payment of your base salary from the date of termination through December 31, 2022 (the “Severance Period”), payable in regular installments in accordance with the Company’s normal payroll practices per the following terms: (x) the installments shall commence to be paid on the first payroll date that occurs after the Release is received by the Company and becomes effective and irrevocable in accordance with its terms, (y) the first installment shall include as a lump sum all payments (without interest) that accrued from the termination date until such first payroll date, and (z) the remaining installments shall be paid as otherwise scheduled for the remainder of the Severance Period, (ii) assuming that you elect COBRA coverage under the applicable medical and dental plans of the Company, subsidized monthly COBRA premiums during the Severance Period, so that you will only be required to pay the premiums applicable to continuing employees under those plans during that time; provided that such subsidy shall cease on the date on which you become eligible for medical and dental coverage from a third party, and (iii) immediate vesting of your outstanding equity awards, based on the number of shares that would have vested had you remained employed through the end of the Severance Period and received the additional accelerated vesting (and extended exercise period) set forth in Section 4 above. The Company shall have no further liability to pay you severance under any plan, agreement or arrangement maintained by the Company or its affiliates. For the avoidance of doubt, the severance provisions of Section 8 of the Prior Agreement are replaced and superseded by this Section 6.
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7. Effect on Prior Agreement. As noted above, this Agreement replaces and supersedes the Prior Agreement. Notwithstanding the foregoing, the Proprietary Information and Invention Assignment Agreement between you and the Company shall remain in full force and effect in accordance with its terms. For the avoidance of doubt, by signing below, and in consideration of the compensation and benefits described in this letter, you hereby knowingly and voluntarily waive your right to terminate your employment with the Company and its affiliates for “Good Reason” under the Prior Agreement as a result of the changes to your title, authorities, duties or responsibilities as contemplated herein.
This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
Steve, we look forward to your continuing role with the Company during 2022. Please sign and date this Agreement in the space provided below to acknowledge your acceptance of the terms of this agreement.
Sincerely,
ARMATA PHARMACEUTICALS, INC.
| /s/ Brian Varnum | |
| Brian Varnum, Ph.D. | |
| Chief Executive Officer |
ACCEPTED AND AGREED:
| /s/ Steve R. Martin | March 28, 2022 | ||
| Steve R. Martin | Date |
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Exhibit 10.2
March 28, 2022
Erin Butler
4503 Glencoe Avenue
Marina del Rey, CA 90292
Dear Erin:
We are pleased to confirm our offer of continued employment with Armata Pharmaceuticals, Inc. (the “Company”) in the position of Vice President of Finance and Administration, effective April 1, 2022, on the terms set forth in this letter agreement (the “Agreement”).
1. Position. As Vice President of Finance and Administration, you will be responsible for managing the financial affairs of the Company and you will report directly to the Chief Executive Officer of the Company. You agree to devote your full business time and attention to your work for the Company. Except upon the prior written consent of the Board of the Directors of the Company (the “Board”), you will not, during your employment with the Company, (i) accept or maintain any other employment, or (ii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that might interfere with your duties and responsibilities as a Company employee or create a conflict of interest with the Company.
2. Salary. Effective as of April 1, 2022, your base salary will be paid at the annualized rate of $290,000 per year on the Company’s regular payroll dates and subject to approved deductions and required withholdings. Your salary will be reviewed from time to time by the Board or its compensation committee and may be adjusted in the sole discretion of the Board or its compensation committee.
3. Bonus. You will be eligible to earn an annual performance bonus based on achievement of Company performance objectives to be established by the Board or its compensation committee and provided to you. Your annual target performance bonus will initially be equal to 30% of your base salary, although the amount of any payment will be dependent upon actual performance as determined by the Board or its compensation committee. You must be employed by the Company through the last day of the fiscal year for which bonuses are paid in order to be eligible to receive a bonus. Your annual performance bonus, if any, shall be paid to you on or before March 15 of the year following the year to which it relates. Your annual target performance bonus percentage is subject to modification from time to time in the discretion of the Board or its compensation committee.
4. Equity Award. You will be granted an option under the Company’s 2016 Equity Incentive Plan (the “Plan”) to purchase 50,000 shares of the Company’s common stock (the “Option”). The Option shall vest over time conditioned upon your continuous service to the Company in equal annual installments on the first four anniversaries of the date of grant. The exercise price of the Option shall be the fair market value of the Company’s common stock on the date of grant in accordance with the Plan and shall be subject to the terms and conditions of the Plan, stock option grant notice and option agreement to be entered into between you and the Company.
5. Benefits. You will be eligible to continue to participate in the benefits made generally available by the Company to its senior executives, in accordance with the benefit plans established by the Company, and as may be amended from time to time in the Company’s sole discretion.
6. At-Will Employment. The Company is an “at-will” employer. Accordingly, either you or the Company may terminate the employment relationship at any time, with or without advance notice, and with or without cause.
7. Termination. Upon any termination of your employment, you will be deemed to have resigned, and you hereby resign, from all offices and directorships, if any, then held with the Company or any subsidiary. In the event of termination of your employment with the Company, regardless of the reasons for such termination, the Company shall pay your base salary and accrued but unused vacation up to and through the date of termination, less applicable payroll and tax withholdings (the “Accrued Obligations”).
8. Severance. You shall be eligible for the severance benefits described in this Section 8.
a. In the event (i) the Company terminates your employment without Cause (as defined below and other than due to your death or disability), or (ii) you terminate your employment for Good Reason (as defined below), and provided in either case of (i) or (ii) such termination or resignation constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) (such termination or resignation, an “Involuntary Termination”), then, in addition to the Accrued Obligations, subject to your obligations below, you shall be entitled to receive an amount equal to six (6) months of your then current base salary (ignoring any decrease in base salary that forms the basis for Good Reason), less all applicable withholdings and deductions, paid on the schedule described below (the “Severance Pay”).
b. The Severance Pay is conditional upon (i) your continuing to comply with your obligations under your PIIA (as defined in Section 11) during the period of time in which you are receiving the Severance Pay; (ii) your delivering to the Company an executed separation agreement and general release of claims in favor of the Company (the “Release”), in a form provided by the Company, within the time period set forth therein, which becomes effective in accordance with its terms, which shall be no later than sixty (60) days following your Separation from Service. The Severance Pay will be paid in equal installments on the Company’s regular payroll schedule over the period outlined above following the date of your Separation from Service; provided, however, that no payments will be made prior to the sixtieth (60th) day following your Separation from Service. On the sixtieth (60th) day following your Separation from Service, the Company will pay you in a lump sum the amount of the Severance Pay that you would have received on or prior to such date under the original schedule but for the delay while waiting for the sixtieth (60th) day, with the balance of the Severance Pay being paid as originally scheduled.
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c. “Cause” for purposes of your Severance Pay means (i) your gross negligence or willful failure substantially to perform your duties and responsibilities to the Company or deliberate violation of a Company policy; (ii) your commission of any act of fraud, embezzlement or dishonesty against the Company or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; (iii) your unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom you owe an obligation of nondisclosure as a result of your relationship with the Company; or (iv) your willful breach of any of your obligations under any written agreement or covenant with the Company, including without limitation this Agreement and your PIIA (as defined below).
d. “Good Reason” for purposes of your Severance Pay means the occurrence at any time of any of the following without your prior written consent: (i) a material reduction in your authority, duties or responsibilities (other than a mere change in title following any merger or consolidation of the Company with another entity); (ii) a material reduction in your base salary; or (iii) any willful failure or willful breach by the Company of any of its material obligations under this Agreement. For purposes of this subsection, no act, or failure to act, on the Company’s part shall be deemed “willful” unless done, or omitted to be done, by the Company not in good faith and without reasonable belief that the Company’s act, or failure to act, was in the best interest of the Company. In order to terminate your employment under this Agreement for Good Reason, you must (1) provide written notice to the Company within ninety (90) days of the first occurrence of the events described above, (2) allow the Company at least thirty (30) days from such receipt of such written notice to cure such event, and (3) if such event is not reasonably cured within such period, resign from all position you then hold with the Company effective not later than the one-hundred eightieth (180th) day after the initial occurrence of such event.
9. Change in Control. If your Involuntary Termination occurs within one (1) month prior to, or twelve (12) months following a Change in Control (as defined in the Plan), the vesting of all of your outstanding equity awards (including the Option) that are subject to time-based vesting requirements shall accelerate in full such that all such equity awards shall be deemed fully vested as of the date of such Involuntary Termination (or Change in Control, if later).
10. Taxes. All amounts paid under this Agreement shall be paid less all applicable state and federal tax withholdings (if any) and any other withholdings required by any applicable jurisdiction or authorized by you.
a. Section 409A. The Severance Pay provided in this Agreement is intended to qualify for an exemption from application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) or to comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Each installment of Severance Pay is a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i), and the Severance Pay is intended to satisfy the exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and you are, upon Separation from Service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the Severance Pay shall be delayed until the earlier of (i) six (6) months and one day after your Separation from Service, or (ii) your death. Except to the minimum extent that payments must be delayed because you are a “specified employee”, all amounts of Severance Pay will be paid as soon as practicable in accordance with the schedule provided herein and in accordance with the Company’s normal payroll practices.
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b. Section 280G. If any payment or benefit you will or may receive from the Company or otherwise (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment pursuant to this Agreement or otherwise (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”).
Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A.
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Unless you and the Company agree on an alternative accounting firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the change of control transaction triggering the Payment shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the change of control transaction, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to you and the Company within fifteen (15) calendar days after the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by you or the Company) or such other time as requested by you or the Company.
If you receive a Payment for which the Reduced Amount was determined pursuant to clause (x) of the first paragraph of this Section 10(b) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first paragraph of this this Section 10(b) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this this Section 10(b), you shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.
11. Other. As a condition of your employment, you must continue to comply with the Company’s Proprietary Information and Invention Assignment Agreement June 12, 2018 (“PIIA”), which (among other provisions) prohibits any unauthorized use or disclosure of Company proprietary, confidential or trade secret information.
12. Entire Agreement. This Agreement, together with your PIIA, sets forth our entire agreement and understanding regarding the terms of your employment with the Company and supersedes any prior representations or agreements, whether written or oral. This Agreement may not be modified in any way except in a writing signed by the Company’s Chief Executive Offer (or another duly authorized officer of the Company) upon due authorization by the Board or its compensation committee and you. It shall be governed by California law, without regard to principles of conflicts of laws.
(Signatures are on the following page)
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Sincerely,
| /s/ Brian Varnum | |
| Brian Varnum, Ph.D. | |
| Chief Executive Officer |
ACCEPTED AND AGREED:
| /s/ Erin Butler | March 28, 2022 | ||
| Erin Butler | Date |
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Cover |
Mar. 25, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Mar. 25, 2022 |
| Entity File Number | 001-37544 |
| Entity Registrant Name | ARMATA PHARMACEUTICALS, INC. |
| Entity Central Index Key | 0000921114 |
| Entity Tax Identification Number | 91-1549568 |
| Entity Incorporation, State or Country Code | WA |
| Entity Address, Address Line One | 4503 Glencoe Avenue |
| Entity Address, City or Town | Marina del Rey |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 90292 |
| City Area Code | 310 |
| Local Phone Number | 655-2928 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.01 par value |
| Trading Symbol | ARMP |
| Security Exchange Name | NYSEAMER |
| Entity Emerging Growth Company | false |