Current Report Filing (8-k)
March 19 2020 - 4:10PM
Edgar (US Regulatory)
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 13, 2020
ARMATA
PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in
its charter)
Washington
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001-37544
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91-1549568
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(State or other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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4503 Glencoe Avenue
Marina del Rey, California
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90292
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(Address of principal executive offices)
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(Zip Code)
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(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):
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¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock
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ARMP
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NYSE American
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On March 13, 2020, Armata Pharmaceuticals, Inc. (the “Company”)
entered into an award agreement (the “Agreement”) with Cystic Fibrosis Foundation (“CFF”), pursuant to
which it received a development award of up to $5.0 million (the “Award”). The Award will be used to fund the Company’s
Phase 1b/2 clinical trial of the Pseudomonas aeruginosa phage candidate, AP-PA02, as a treatment for Pseudomonas
airway infections in people with cystic fibrosis (“CF”).
The first payment under the Agreement, in the amount of $1.0
million, became due upon signing the Agreement. The remainder of the Award will be paid to the Company incrementally in installments
upon the achievement of certain milestones related to the development program and progress of the Phase 1b/2 clinical trial of
AP-PA02, as set forth in the Agreement.
If the Company ceases to use commercially reasonable efforts
directed to the development of AP-PA02, or any other Product (as defined in the Agreement), for a period of time (an “Interruption”)
and fails to resume the development of the Product after receiving from CFF notice of an Interruption, then the Company must either
repay the amount of the Award actually received by the Company, plus interest, or grant to CFF (1) an exclusive (even as to the
Company), worldwide, perpetual, sublicensable license under technology developed under the Agreement that covers the Product for
use in treating infections in CF patients (the “CF Field”), and (2) a non-exclusive, worldwide, perpetual, sublicensable
license under certain background intellectual property covering the Product, to the extent necessary to commercialize the Product
in the CF Field.
Upon commercialization by the Company of any Product, the Company
will owe a fixed royalty amount to CFF, which is to be paid in installments determined, in part, based on commercial sales volumes
of the Product. The Company will be obligated to make an additional fixed royalty payment upon achieving specified sales milestones.
The Company may also be obligated to make a payment to CFF if the Company transfers, sells or licenses the Product in the CF Field,
or if the Company enters into a change of control transaction.
The term of the Agreement commenced on March 10, 2020 and expires
on the earlier of the date on which the Company has paid CFF all of the royalty payments set forth therein, the effective date
of any license granted to CFF following an Interruption, or upon earlier termination of the Agreement. Either CFF or the Company
may terminate the agreement for cause, which includes the Company’s material failure to achieve certain development milestones.
The Company’s payment obligations survive the termination of the Agreement.
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Item 7.01
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Regulation FD Disclosure.
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On March 18, 2020, the Company issued a press release, a copy
of which is being furnished as Exhibit 99.1 to this Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached
hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference
in such filing.
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Item 9.01
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Financial Statements and Exhibits.
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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: March 19, 2020
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Armata Pharmaceuticals, Inc.
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By:
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/s/ Steve R. Martin
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Name:
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Steve R. Martin
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Title:
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Chief Financial Officer
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