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 January 26, 2021, 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 6,153,847 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 6,153,847 shares of common stock, with an exercise price per share of $3.25 (the "Private Placement"). Each Share is sold together with one Common Warrant, and the per-unit purchase price is $3.25.





First Closing

The Private Placement occurred in two tranches. The first closing (the "First Closing") occurred on January 26, 2021, at which time Innoviva purchased 1,867,912 Shares and 1,867,912 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 $6.1 million.





Second Closing

As described below under Item 5.07, on March 16, 2021, the Company received shareholder approval to authorize the Company to complete the second tranche of the Private Placement (the "Second Closing"). On March 17, 2021, the Company completed the Second Closing and issued to Innoviva 4,285,935 Shares and 4,285,935 Common Warrants for an aggregate purchase price of approximately $13.9 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 16, 2021, 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
13,452,998      118,615        21,798             0


Item 8.01 Other Events.

On March 17, 2021, 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.






  (d) Exhibits.




Exhibit
  No.      Description
  99.1       Press Release, dated March 17, 2021.

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