| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On March 25, 2022, Steve R. Martin notified Armata Pharmaceuticals,
Inc. (the “Company”) that he intends to retire as Chief Financial Officer and Senior Vice President (and Principal Financial
and Accounting Officer) of the Company effective as of June 30, 2022 (the “Transition Date”).
Mr. Martin has agreed to continue his employment with the Company as
an advisor to his successor in the Principal Financial and Accounting Officer role (such successor described in more detail below) from
the Transition Date through December 31, 2022 (the “Transition Period”). In exchange for these transition services, the Company’s
Board of Directors (the “Board”) approved an advisory agreement (the “Advisory Agreement”) for Mr. Martin that
provides the following payments and benefits during the Transition Period: (i) continued payment of his annual base salary at his current
rate; (ii) continued participation in the Company’s employee welfare, benefit, retirement and fringe benefit plans, as amended from
time to time, on the same terms as applicable to members of the Company’s executive team; provided that (x) he shall not be eligible
to receive grants of equity awards or to participate in the annual bonus program for the 2022 fiscal year, and (y) he shall cease to accrue
paid time off during the Transition Period; and (iii) one half of the outstanding and unvested Company stock options held by Mr. Martin
as of the last day of the Transition Period shall become fully vested, and all vested stock options held by Mr. Martin as of that date
shall remain exercisable in full for their remaining 10-year term. The Advisory Agreement replaces and supersedes the offer letter agreement
between Mr. Martin and the Company dated as of January 18, 2016, as amended as of April 1, 2017.
On March 25, 2022, the Board appointed Erin Butler to serve as (i)
Vice President of Finance and Administration of the Company, effective April 1, 2022, and (ii) Principal Financial and Accounting Officer
of the Company, effective July 1, 2022. In connection with her appointment as Vice President of Finance and Administration, the Company
entered into an employment agreement (the “Employment Agreement”) with Ms. Butler that provides the following payments and
benefits: (i) an annual base salary at the rate of $290,000, effective April 1, 2022; (ii) a target annual bonus award opportunity equal
to 30% of her annual base salary, subject to achievement of certain milestones established by the Board; (iii) a stock option to purchase
50,000 shares of the Company’s common stock, subject to approval by the Compensation Committee of the Board; (iv) subject to her
continuing compliance with a customary propriety information and invention agreement and execution of a release in favor of the Company,
a severance benefit equal to 6-months of continued base salary in the event her employment is involuntarily terminated without “cause”
(and other than due to death or disability), or she terminates her employment for “good reason” (an “Involuntary Termination”);
and (v) if the Involuntary Termination occurs within one month prior to, or twelve months following, a “change in control”,
full vesting of all of her outstanding equity awards that are subject to time-based vesting requirements.
Prior to her appointment as Vice President of Finance and Administration,
Ms. Butler served as the Company’s Sr. Director, Corporate Controller since September 2017. From June 2016 to September 2017, Ms.
Butler served as Assistant Controller of Inovio, Inc., a publicly traded biotechnology company focused on developing and commercializing
DNA medicines for protection from infectious diseases and treatment of various cancers and HPV-associated diseases. Ms. Butler’s
previous experience includes serving as Assistant Controller of Apricus Biosciences, Inc. a publicly traded pharmaceutical company, and
as an auditor for Deloitte and Touche, LLP, a public accounting firm.
Other than as set forth above, there is no arrangement or understanding
between Ms. Butler and any other person pursuant to which she was selected as an officer of the Company, and there are no family relationships
between Ms. Butler and any of the Company’s directors or executive officers. There are no transactions to which the Company is a
party and in which Ms. Butler has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation
S-K.
The foregoing description of each of the Advisory Agreement and the
Employment Agreement is qualified in its entirety by reference to the full texts of each of those agreements, copies of which are included
as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.