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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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On September 15, 2023, Richard Rychlik, Corporate Controller of Armata Pharmaceuticals, Inc. (“Armata” or the “Company”), was promoted to serve as Armata’s principal financial officer, replacing Julianne Averill of Danforth Advisors, LLC, who resigned as Chief Financial Officer on the same day. The promotion of Mr. Rychlik is part of Armata’s plan to transition more of its financing and accounting functions to Armata personnel. Armata anticipates that Danforth Advisors, LLC will continue to support Armata during that transition.
Mr. Rychlik, age 67, has served as the Company’s Corporate Controller since September 5, 2023. Prior to joining Armata, Mr. Rychlik served as corporate controller at ArmaGen Inc., a clinical stage biopharma research company, acquired by JCR Pharma, from 2017 until September 2023. As corporate controller at ArmaGen Inc., Mr. Rychlik managed financial reporting, prepared budgets and forecasts, and prepared and coordinated due diligence for M&A transactions. His experience also includes similar roles at early-stage life science companies and others in the clean tech sector, as well as consulting roles involving managing financial operations and preparing financial reporting for clients. In 2022, Mr. Rychlik was also a member of a team that supported a successful IPO for Greenlight Biosciences. Prior to that, Mr. Rychlik was a member of a team that supported successful IPOs for Internet Brands Inc. and Ceres Inc., and a venture capital raise for Gevo Inc. Mr. Rychlik has over 15 years’ experience as a controller in traditional manufacturing, where he implemented ERP systems several times as well as efficiency measures improving cash flow and cost savings. He earned a B. Arts at University of Toronto and a B. Commerce at University of Windsor followed by several years in public accounting practice at a regional public accounting firm.
There is no arrangement or understanding between Mr. Rychlik and any other persons pursuant to which Mr. Rychlik was selected as an officer. There are no family relationships between Mr. Rychlik and any of the Company’s directors or executive officers. There are no related person transactions in which Mr. Rychlik has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting of Shareholders held on September 14, 2023 (the “Meeting”), the shareholders of the Company elected seven members to our board of directors, each for a one-year term expiring at the annual meeting of shareholders in 2024, as follows:
| Members | Number of Shares Voted For | Number of Shares Withheld | Broker Non- Votes | |||
| Deborah L. Birx, M.D. | 29,376,679 | 307,680 | 1,204,286 | |||
| Jules Haimovitz | 28,721,661 | 962,698 | 1,204,286 | |||
| Odysseas D. Kostas, M.D. | 28,740,184 | 944,175 | 1,204,286 | |||
| Robin C. Kramer | 29,478,509 | 205,850 | 1,204,286 | |||
| Joseph M. Patti, Ph. D. | 29,478,115 | 206,244 | 1,204,286 | |||
| Todd C. Peterson, Ph. D. | 29,483,125 | 201,234 | 1,204,286 | |||
| Sarah Schlesinger, M.D. | 28,743,451 | 940,908 | 1,204,286 |
At the Meeting, our shareholders next approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The vote for such approval was 29,620,537 shares for, 49,049 shares against, 14,773 shares abstaining, and 1,204,286 shares of broker non-votes.
Also at the Meeting, our shareholders ratified the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. The vote for such ratification was 30,850,478 shares for, 37,396 shares against, 771 shares abstaining, and 0 shares of broker non-votes.
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Also at the Meeting, our shareholders approved, in accordance with the NYSE American exchange rules, the issuance of our common stock upon conversion, if applicable, of the loan outstanding under our secured convertible credit and security agreement entered into with Innoviva Strategic Opportunities LLC. The vote for such approval was 29,637,787 shares for, 33,901 shares against, 12,671 shares abstaining, and 1,204,286 shares of broker non-votes.
Forward Looking Statements
This Current Report on Form 8-K contains "forward-looking" statements as defined by the Private Securities Litigation Reform Act of 1995, including, without limitation, statements related to Armata's plan to transition more of its financing and accounting functions to Armata personnel. Any statements contained in this communication that are not statements of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based upon Armata's current expectations. Forward-looking statements involve risks and uncertainties. Armata's actual results and the timing of events could differ materially from those anticipated in such forward- looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to Armata's plan to transition more of its financing and accounting functions to Armata personnel. Additional risks and uncertainties relating to Armata and its business can be found under the caption "Risk Factors" and elsewhere in Armata's filings and reports with the SEC, including in Armata's Annual Report on Form 10-K, filed with the SEC on March 16, 2023, and in its subsequent filings with the SEC.
Armata expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Armata's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.
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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: September 20, 2023 | Armata Pharmaceuticals, Inc. | |
| By: | /s/ Deborah L. Birx | |
| Name: | Deborah L. Birx | |
| Title: | Chief Executive Officer | |
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