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): January 2, 2024 (January 1, 2024)
SIGA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
| 0-23047
| 13-3864870
|
| (State or other jurisdiction of incorporation or organization) | (Commission file number) | (I.R.S. employer identification no.) |
31 East 62nd Street
New York, New York | | 10065
|
| (Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code: (212) 672-9100
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)) |
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, $.0001 par value
| SIGA
| The Nasdaq Global Market
|
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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 1, 2024, SIGA Technologies, Inc. (the “Company”) and Phillip Louis Gomez, III, entered into an amendment (the “Amendment”) to the Amended and Restated Transition Agreement previously entered into by the Company and Dr. Gomez on July 26, 2023 (the “Amended & Restated Transition Agreement”). The Amendment provides that Dr. Gomez will continue to serve as Chief Executive Officer of the Company until the earlier of (A) March 31, 2024 (extended from January 1, 2024 in connection with the Company’s ongoing process with respect to a successor Chief Executive Officer), or (B) the date a new Chief Executive Officer commences services with the Company in such role; provided that the term of employment may be further extended beyond March 31, 2024 under certain circumstances. Dr. Gomez will continue to be eligible to receive compensation and benefits in the ordinary course through the date of his termination of employment, including his base salary and a pro-rated annual bonus for 2024. All of the other terms and conditions of the Amended & Restated Transition Agreement remain in full force and effect.
The foregoing description is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) The following exhibits are included in this report:
Exhibit No. | Description |
| Amendment to the Amended and Restated Transition Agreement, dated January 1, 2024, between SIGA Technologies, Inc. and Phillip Louis Gomez, III. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | SIGA TECHNOLOGIES, INC. |
| | |
| | By: | /s/ Daniel J. Luckshire |
| | Name: | Daniel J. Luckshire |
| | Title: | Chief Financial Officer |
| | | |
| Date: January 2, 2024 | | |
