Current Report Filing (8-k)
March 30 2020 - 5:21PM
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 26, 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 3.02
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Unregistered Sales of Equity Securities.
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As previously disclosed, on January 27, 2020, Armata Pharmaceuticals,
Inc. (NYSE American: ARMP) (the “Company”) entered into a securities purchase agreement (the “Securities
Purchase Agreement”) with Innoviva, Inc. (Nasdaq: INVA) (“Innoviva”), pursuant to which
the Company agreed to issue and sell to Innoviva, in a private placement, up to 8,710,800 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 8,710,800 shares of common stock, with an exercise
price per share of $2.87 (the “Private Placement”). Each share of common stock was sold together with
one Common Warrant for a per-unit purchase price of $2.87.
First Closing
The Private Placement occurred in two tranches. The first closing
(the “First Closing”) occurred on February 12, 2020, at which time Innoviva purchased 993,139 Shares
and 993,139 Common Warrants, 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 $2.8 million.
Second Closing
As described below under Item 5.07 below, on March 26, 2020,
the Company received shareholder approval to authorize the Company to complete the second tranche of the Private Placement (the
“Second Closing”). On March 27, 2020, the Company completed the Second Closing and issued to Innoviva
7,717,661 Shares and 7,717,661 Common Warrants for an aggregate purchase price of approximately $22.2 million.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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As discussed in Item 5.07, on March 26, 2020, the Company held
a Special Meeting of Shareholders (the “Special Meeting”). At the Special Meeting, the Company’s
shareholders voted to approve an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended (the
“Articles”), to renounce any interest or expectancy of the Company in, or in being offered an opportunity
to participate in, any business opportunity that is presented to Armata’s directors, officers or shareholders (the “Corporate
Opportunities Amendment”). Promptly following such vote, on March 26, 2020, the Company filed the Articles of Amendment
to the Articles with the Secretary of State of the State of Washington to effect the Corporate Opportunities Amendment, effective
immediately.
A copy of the Articles of Amendment to the Articles is attached
hereto as Exhibit 3.1, and is incorporated herein by reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The Company held the Special Meeting on March 26, 2020, 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:
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1.
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To approve the Second Closing, which, combined with issuance of Shares at the First Closing, will result in (i) 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 and (ii) a “change
of control” of the Company, as required by and in accordance with NYSE American Company Guide Rule 713 (the “Private
Placement Proposal”);
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2.
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To approve the Corporate Opportunities Amendment (the “Charter Amendment Proposal”);
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3.
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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 and 2 described above at the time of the Special Meeting; and
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4.
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To conduct any other business properly brought before the Special Meeting or any adjournment or postponement thereof.
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The voting results for proposals 1 and 2 were as follows:
Proposal 1 — Approval of Private Placement Proposal:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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7,865,209
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44,808
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18,967
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0
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Proposal 2 – Approval of the Charter Amendment Proposal:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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7,868,900
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39,788
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20,296
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0
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On March 30, 2020, 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.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit
No.
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Description
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3.1
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Articles of Amendment to Articles of Incorporation of the Company (effective March 26, 2020).
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4.1
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Form of Common Stock Warrant (incorporated herein by reference to Exhibit 4.1 to the Current report on Form 8-K (File No. 001-37544), filed with the SEC on January 29, 2020).
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10.1
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Securities Purchase Agreement, dated January 27, 2020, by and between the Company and Innoviva (incorporated herein by reference to Exhibit 10.1 to the Current report on Form 8-K (File No. 001-37544), filed with the SEC on January 29, 2020).
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99.1
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Press Release, dated March 30, 2020.
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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 30, 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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Armata Pharmaceuticals (AMEX:ARMP)
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