Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Armata Pharmaceuticals, Inc. (the "Company") is party to an amended and restated
investor rights agreement (the "IRA"), with Innoviva, Inc., a Delaware
corporation ("Innoviva Parent"), and Innoviva Strategic Opportunities LLC, a
Delaware limited liability company and a wholly-owned subsidiary of Innoviva
("Innoviva Sub" and, together with Innoviva Parent, "Innoviva"), which provides
that Innoviva currently has the right to designate two (2) directors to the
board of directors of the Company (the "Board"). On February 12, 2020, Sarah
Schlesinger, M.D. and Odysseas Kostas, M.D. were designated by Innoviva to serve
as directors of the Company pursuant to the IRA. Innoviva recently advised the
Board that it wished to designate Jules Haimovitz to replace Dr. Schlesinger as
one of Innoviva's designated directors on the Board.
On April 1, 2021, the Board appointed Mr. Haimovitz as one of Innoviva's
designated directors on the Board, to serve until the Company's next annual
meeting of the Company's stockholders. The Board also voted that Dr. Schlesinger
remain on the Board though she will not be a director designated by Innoviva.
Dr. Kostas will continue to serve as a designated director of Innoviva.
Like other non-employee directors, Mr. Haimovitz will be entitled to receive an
annual cash retainer of $40,000 for service on the Board. The Company also
entered into an indemnity agreement with Mr. Haimovitz, a form of which was
previously filed with the SEC as Exhibit 99.2 to the Company's Current Report on
Form 8-K, filed on January 19, 2016.
In addition, Mr. Haimovitz will be eligible to receive equity awards in amounts
to be determined by the Board pursuant to the Company's 2016 Stock Incentive
Plan, as amended (the "Plan"), and on April 1, 2021 he was granted an option to
purchase 30,000 shares of the Company's common stock. A copy of the Plan was
previously filed with the SEC as Exhibit 99.1 to the Company's Registration
Statement on Form S-8 filed on June 10, 2019. Mr. Haimovitz will receive an
option award to purchase 30,000 shares of the common stock at an exercise price
equal to the fair market value of one share of common stock on April 1, 2021,
the date of grant. The awards will vest in two equal installments on each of
April 1, 2022 and 2023. The awards will be governed by the form of Stock Option
Grant Notice and Option Agreement previously filed with the SEC on the Company's
Quarterly Report on Form 10-Q filed on August 14, 2019.
Other than the IRA, there is no arrangement or understanding between Mr.
Haimovitz, on the one hand, and any other person, on the other, pursuant to
which either was selected as a director of the Company and there are no family
relationships between Mr. Haimovitz, on the one hand, and any of the Company's
directors or executive officers, on the other. There are no transactions to
which the Company is a party and in which Mr. Haimovitz has a direct or indirect
material interest that would be required to be disclosed under Item 404(a) of
Regulation S-K.
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