UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 14, 2022, Armata Pharmaceuticals, Inc. (the “Company”) entered into an amendment to that certain letter agreement dated August 9, 2021 (as so amended, the “Agreement”), with its former Chief Executive Officer, Todd R. Patrick, pursuant to which Mr. Patrick agreed to continue as an advisor to the Company’s current Chief Executive Officer through December 31, 2023 (the “Transition Period”). In consideration of his continued service, Mr. Patrick will (i) be paid an annual base salary of $300,000, (ii) continue to participate in the Company’s benefit plans and (iii) continue to vest in his outstanding stock options and restricted share units. If Mr. Patrick provides advisory services until the end of the Transition Period, fifty percent of his then-outstanding and unvested stock options and restricted share units will become fully vested, and all of his then-vested stock options will remain exercisable in full for their remaining 10-year term. If Mr. Patrick’s employment is terminated by the Company other than for “Cause” (as defined in the Agreement) prior to the last day of the Transition Period and subject to his execution of a release of claims, Mr. Patrick will be entitled to continued payment of his base salary and subsidized monthly COBRA premiums each until the end of the Transition Period, payment of any earned but unpaid bonus in respect of the 2022 fiscal year, and immediate vesting of the outstanding stock options and restricted share units that would have become vested had Mr. Patrick remained employed until the end of the Transition Period. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Letter Agreement, dated December 14, 2022, by and between Armata Pharmaceuticals, Inc. and Todd R. Patrick. |
| 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: December 19, 2022 | Armata Pharmaceuticals, Inc. | |
| By: | /s/ Erin Butler | |
| Name: | Erin Butler | |
| Title: | Vice President, Finance & Administration | |