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 30, 2022
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 3.02 | Unregistered Sales of Equity Securities. |
As previously disclosed on our Current Report on Form 8-K filed with the U.S. Securities Exchange Commission, on February 9, 2022, Armata Pharmaceuticals, Inc. (NYSE: ARMP), a Washington corporation (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Innoviva Strategic Opportunities LLC, a wholly-owned subsidiary of Innoviva, Inc. (Nasdaq: INVA) (collectively, “Innoviva”), pursuant to which the Company agreed to issue and sell to Innoviva, in a private placement, up to 9,000,000 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 4,500,000 shares of common stock, with an exercise price per share of $5.00 (the “Private Placement”). Each Share is sold together with one Common Warrant, and the per-unit purchase price is $5.00.
First Closing
The Private Placement occurred in two tranches. The first closing (the “First Closing”) occurred on February 9, 2022, at which time Innoviva purchased 3,614,792 Shares and Common Warrants to purchase up to 1,807,396 Shares, 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 $6.1 million.
Second Closing
As described below under Item 5.07, on March 30, 2022, the Company received shareholder approval to authorize the Company to complete the second tranche of the Private Placement (the “Second Closing”). On March 31, 2022, the Company completed the Second Closing and issued to Innoviva 5,385,208 Shares and Common Warrants to purchase up to 2,692,604 Shares for an aggregate purchase price of approximately $26.9 million.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held a special meeting of its shareholders (the “Special Meeting”) on March 30, 2022, 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 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 (the “Private Placement Proposal”); |
| | 2. | 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 described above at the time of the Special Meeting; and |
| | 3. | To conduct any other business properly brought before the Special Meeting or any adjournment or postponement thereof. |
The voting results for proposal 1 were as follows:
Proposal 1 — Approval of Private Placement Proposal:
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 24,591,047 | | 23,394 | | 6,628 | | 0 |
The votes cast in favor of the Private Placement Proposal constituted approximately 99.9% of the total votes of shares of common stock cast on such matter at the Special Meeting.
On March 31, 2022, 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. |
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 31, 2022 | Armata Pharmaceuticals, Inc. |
| | |
| | By: | /s/ Steve R. Martin |
| | Name: | Steve R. Martin |
| | Title: | Chief Financial Officer |
