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 February 9, 2022, 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 9,000,000
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 4,500,000 shares of common stock, with an exercise price per share of
$5.00 (the "Private Placement"). Each Share is sold together with one Common
Warrant, and the per-unit purchase price is $5.00.
First Closing
The Private Placement occurred in two tranches. The first closing (the "First
Closing") occurred on February 9, 2022, at which time Innoviva purchased
3,614,792 Shares and Common Warrants to purchase up to 1,807,396 Shares, 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 30, 2022, the Company received
shareholder approval to authorize the Company to complete the second tranche of
the Private Placement (the "Second Closing"). On March 31, 2022, the Company
completed the Second Closing and issued to Innoviva 5,385,208 Shares and Common
Warrants to purchase up to 2,692,604 Shares for an aggregate purchase price of
approximately $26.9 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 30, 2022, 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
24,591,047 23,394 6,628 0
The votes cast in favor of the Private Placement Proposal constituted
approximately 99.9% of the total votes of shares of common stock cast on such
matter at the Special Meeting.
Item 8.01 Other Events.
On March 31, 2022, 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 31, 2022.
104 Cover Page Interactive Data File (embedded within Inline XBRL document).
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ARMATA PHARMACEUTICALS, INC. 
