Form 8-K - Current report

 

 

 

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): November 12, 2024

 

ARMATA PHARMACEUTICALS, INC.

(Exact name of Registrant as specified in its charter)

 

Washington		001-37544		91-1549568
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

 

5005 McConnell Avenue Los Angeles, California		90066
(Address of principal executive offices)		(Zip Code)

 

[phone]

(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):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock		ARMP		NYSE American

 

 

 

 

 

 

Introductory Note

 

As Armata Pharmaceuticals, Inc. (the “Company” or “Armata”) continues developing and advancing a broad pipeline of natural and synthetic phage candidates, including clinical candidates for Pseudomonas aeruginosa, Staphylococcus aureus, and other pathogens, it is providing an update on a number of recent corporate developments in addition to the items set forth on Item 1.01 and Item 5.02 below. With the completion of three Phase 2 trials, the Company is entering a new stage of clinical development, including preparing for two potential Phase 3 licensure-supporting trials in 2025, requiring a clinical and regulatory team with experience in the preparation and execution of End of Phase 2, Phase 3, and Biologics License Application. In furtherance of this corporate progress, Armata has recently hired David House to lead its finance team and Arwa Shurrab to lead its regulatory strategy and operations. Both Mr. House and Ms. Shurrab bring extensive industry experience, including in areas that will be critical for the Company moving forward and will complement our Chief Executive Officer’s (Deborah L. Birx, M.D.) experience in implementing Phase 3 clinical trials.

 

Item 1.01

Entry into a Material Definitive Agreement.

 

On November 12, 2024, the Company entered into amendments to (i) that certain credit and security agreement (as amended, the “Credit Agreement”), dated as of July 10, 2023, by and among the Company, as borrower, Innoviva Strategic Opportunities LLC (“Innoviva”), as lender, and certain domestic subsidiaries of the Company, as guarantors (the “Second Amendment to Credit Agreement”) and (ii) that certain convertible credit and security agreement (as amended, the “Convertible Credit Agreement”), dated as of January 10, 2023, by and among the Company, as borrower, Innoviva, as lender, and certain domestic subsidiaries of the Company, as guarantors (the “Third Amendment to Convertible Credit Agreement” and together with the Second Amendment to Credit Agreement, the “Amendments”). Pursuant to the Amendments, the parties agreed to extend the maturity dates of the Credit Agreement and Convertible Credit Agreement to January 10, 2026.

 

The foregoing descriptions of the Second Amendment to Credit Agreement and the Third Amendment to Convertible Credit Agreement are qualified in their entirety by the full text of such documents, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

 

Item 5.02       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b)

 

On November 13, 2024 (the “Termination Date”), the Company terminated the employment of Mina Pastagia, M.D. (“Dr. Pastagia”), Chief Medical Officer of the Company, effective as of the close of business on the Termination Date. The Company is grateful to Dr. Pastagia and wishes her well in her future endeavors.

 

Pursuant to the terms of her employment agreement, in consideration for Dr. Pastagia’s general release of claims in favor of the Company and its affiliates, Dr. Pastagia is eligible to receive continued payment of her base salary for twelve (12) months following the Termination Date.

 

The Company and Dr. Pastagia are currently negotiating the terms of her separation agreement that will be finalized at a later date.

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d)       Exhibits

 

10.1	Second Amendment to Credit and Security Agreement, dated as of November 12, 2024, by and among the Issuer, Innoviva Sub and the other parties thereto.
10.2	Third Amendment to Secured Convertible Credit and Security Agreement, dated as of November 12, 2024, by and among the Issuer, Innoviva Sub and the other parties thereto.
104	Cover Page Interactive Data File (embedded within XBRL document)

 

 

 

 

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: November 15, 2024	Armata Pharmaceuticals, Inc.
	By:	/s/ David House
	Name:	David House
	Title:	Senior Vice President, Finance and Principal Financial Officer

 

 

 

Exhibit 10.1

 

Execution Version

 

SECOND AMENDMENT TO

 

CREDIT AND SECURITY AGREEMENT

 

SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT, dated as of November 12, 2024 (this “Amendment”), by and among Armata Pharmaceuticals, Inc., a Washington corporation (the “Borrower”), each Guarantor from time to time party to the Credit Agreement (as defined below) (the “Guarantors” and, together with the Borrower, the “Loan Parties”) and Innoviva Strategic Opportunities LLC, a Delaware limited liability company, or an affiliate thereof (the “Lender”).

 

W I T N E S S E T H:

 

WHEREAS, the Loan Parties and the Lender have entered into that certain Credit and Security Agreement, dated as of July 10, 2023 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) (capitalized terms not otherwise defined in this Amendment have the same meanings assigned thereto in the Credit Agreement).

 

WHEREAS, the Borrower and the Lender have agreed to amend the Credit Agreement, pursuant to, and in accordance with, Section 11.02 of the Credit Agreement in order to effect the amendments set forth herein, to be deemed effective on the Amendment Effective Date (as defined below).

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the parties hereto hereby agree as follows:

 

SECTION 1. Amendment to Credit Agreement.

 

(a)            The definition of “Maturity Date” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

 

““Maturity Date” means January 10, 2026.”

 

SECTION 2. Representations and Warranties. Each of the Loan Parties hereby represents and warrants on the Amendment Effective Date that:

 

(a)            Each of the Loan Parties (i) is a corporation, limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrower, to make the borrowings hereunder, and to execute and deliver this Amendment, and to consummate the transactions contemplated thereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction other than the state or jurisdiction of its organization in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect. The Borrower and its Subsidiaries have obtained, and are in compliance with, all licenses, permits, approvals and other authorizations necessary for the operation of their business

 

(b)            The execution, delivery and performance by each Loan Party of this Amendment, (i) has been duly authorized by all necessary action, (ii) does not and will not contravene (A) any of its Governing Documents, (B) any applicable Requirement of Law or (C) any Contractual Obligation binding on or otherwise affecting it or any of its properties, (iii) does not and will not result in or require the creation of any Lien (other than pursuant to this Amendment) upon or with respect to any of its properties, except, in the case of clause (ii)(C), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.

 

 

 

 

(c)            No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required in connection with the due execution, delivery and performance by any Loan Party of this Amendment other than any authorization, approval, notice or filing or other action as has been previously been obtained or taken and remains in full force and effect on the Amendment Effective Date.

 

(d)            This Amendment is a legal, valid and binding obligation of each Loan Party, enforceable against each, such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

 

(e)            The representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement and any other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date.

 

SECTION 3. Conditions of Effectiveness of this Amendment. This Amendment shall become effective as of the date on which the following conditions shall have been satisfied (or waived) (the “Amendment Effective Date”):

 

(a)            the Lender (or its counsel) shall have received counterparts to this Amendment, duly executed by the Borrower and the other Loan Parties; and

 

(b)            the Borrower shall have paid or shall pay on the Amendment Effective Date all costs, fees and expenses required to be paid pursuant to Section 7 hereof and Section 11.04 of the Credit Agreement, including, without limitation, fees and expenses of Willkie Farr & Gallagher LLP, counsel to the Lender.

 

SECTION 4. Reference to and Effect on the Credit Agreement and the other Loan Documents.

 

(a)            On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

 

(b)            The Credit Agreement, as specifically amended by this Amendment, and each of the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

 

(c)            The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lender under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the Amendment Effective Date, this Amendment shall for all purposes constitute a Loan Document.

 

2

 

 

(d)            This Amendment shall not extinguish the Loans or any other Obligations outstanding under the Credit Agreement. Nothing contained herein shall be construed as a substitution or novation of the Loans or any other Obligations outstanding under the Credit Agreement, which shall remain outstanding after the Amendment Effective Date as modified hereby.

 

(e)            The Loan Parties expressly acknowledge and agree that (i) there has not been, and this Amendment does not constitute or establish, a novation with respect to the Credit Agreement or any other Loan Document, or a mutual departure from the strict terms, provisions, and conditions thereof and (ii) nothing in this Amendment shall affect or limit the Lender’s right to demand payment of liabilities owing from the Loan Parties to the Lender under, or to demand strict performance of the terms, provisions and conditions of, the Credit Agreement and the other Loan Documents, to exercise any and all rights, powers, and remedies under the Credit Agreement or the other Loan Documents or at law or in equity, or to do any and all of the foregoing, immediately at any time after the occurrence and continuance of an Event of Default under the Credit Agreement or the other Loan Documents.

 

SECTION 5. Reaffirmation. Each Loan Party hereby reaffirms its obligations under the Credit Agreement and each other Loan Document to which it is a party, in each case as amended by this Amendment and acknowledges and agrees that the grants of security interests by and the guarantees of the Loan Parties contained in the Loan Documents are, and shall remain, in full force and effect immediately after giving effect to this Amendment.

 

SECTION 6. Execution in Counterparts; Electronic Signatures. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by facsimile or other electronic imaging means), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile or other electronic transmission (e.g. “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart hereof. The words “execution”, “execute”, “signed”, “signature” and words of like import in or related to this Amendment or any other document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Lender, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Lender is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Lender pursuant to procedures approved by it.

 

SECTION 7. Costs and Expenses. The Borrower agrees to reimburse the Lender for its reasonable out of pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Willkie Farr & Gallagher LLP, counsel for the Lender, in each case, to the extent that an invoice that sets forth such costs and expense in reasonable detail has been provided to the Borrower in accordance with Section 11.04 of the Credit Agreement.

 

SECTION 8. Governing Law; Consent to Jurisdiction; Service of Process and Venue; Waiver of Jury Trial, Etc. The provisions of Sections 11.09 (GOVERNING LAW), 11.10 (CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE) and 11.11 (WAIVER OF JURY TRIAL, ETC.) of the Credit Agreement are hereby incorporated in this Amendment, mutatis mutandis, and shall have the same effect as if this Amendment were a part of the Credit Agreement.

 

3

 

 

SECTION 9. Headings. The section headings used in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose, be given any substantive effect, affect the construction hereof or be taken into consideration in the interpretation hereof.

 

[Signature Pages Follow]

 

4

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective signatories thereunto duly authorized, as of the date first above written.

 

	ARMATA PHARMACEUTICALS, INC.,
	as Borrower
	By:	/s/ Deborah Birx
	Name: Deborah Birx
	Title: CEO
	C3J THERAPEUTICS, INC,
	as Guarantor
	By:	/s/ Deborah Birx
	Name: Deborah Birx
	Title: CEO
	C3 JIAN, LLC,
	as Guarantor
	By:	/s/ Deborah Birx
	Name: Deborah Birx
	Title: CEO

 

[Signature Page to Second Amendment to Credit and Security Agreement]

 

 

 

 

	INNOVIVA STRATEGIC OPPORTUNITIES LLC,
	as Lender
	By: Innoviva, Inc. (its managing member)
	By:	/s/ Pavel Raifeld
	Name: Pavel Raifeld
	Title: Chief Executive Officer

 

[Signature Page to Second Amendment to Credit and Security Agreement]

 

 

 

Exhibit 10.2

 

Execution Version

 

THIRD AMENDMENT TO SECURED CONVERTIBLE

CREDIT AND SECURITY AGREEMENT

 

THIRD AMENDMENT TO SECURED CONVERTIBLE CREDIT AND SECURITY AGREEMENT, dated as of November 12, 2024 (this “Amendment”), by and among Armata Pharmaceuticals, Inc., a Washington corporation (the “Borrower”), each Guarantor from time to time party to the Credit Agreement (as defined below) (the “Guarantors” and, together with the Borrower, the “Loan Parties”) and Innoviva Strategic Opportunities LLC, a Delaware limited liability company, or an affiliate thereof (the “Lender”).

 

W I T N E S S E T H:

 

WHEREAS, the Loan Parties and the Lender have entered into that certain Secured Convertible Credit and Security Agreement, dated as of January 10, 2023 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) (capitalized terms not otherwise defined in this Amendment have the same meanings assigned thereto in the Credit Agreement).

 

WHEREAS, the Borrower and the Lender have agreed to amend the Credit Agreement, pursuant to, and in accordance with, Section 11.02 of the Credit Agreement in order to effect the amendments set forth herein, to be deemed effective on the Amendment Effective Date (as defined below).

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the parties hereto hereby agree as follows:

 

SECTION 1. Amendment to Credit Agreement.

 

(a)            The definition of “Maturity Date” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

 

““Maturity Date” means January 10, 2026.”

 

SECTION 2. Representations and Warranties. Each of the Loan Parties hereby represents and warrants on the Amendment Effective Date that:

 

(a)            Each of the Loan Parties (i) is a corporation, limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrower, to make the borrowings hereunder, and to execute and deliver this Amendment, and to consummate the transactions contemplated thereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction other than the state or jurisdiction of its organization in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect. The Borrower and its Subsidiaries have obtained, and are in compliance with, all licenses, permits, approvals and other authorizations necessary for the operation of their business

 

 

 

 

(b)            The execution, delivery and performance by each Loan Party of this Amendment, (i) has been duly authorized by all necessary action, (ii) does not and will not contravene (A) any of its Governing Documents, (B) any applicable Requirement of Law or (C) any Contractual Obligation binding on or otherwise affecting it or any of its properties, (iii) does not and will not result in or require the creation of any Lien (other than pursuant to this Amendment) upon or with respect to any of its properties, except, in the case of clause (ii)(C), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.

 

(c)            No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required in connection with the due execution, delivery and performance by any Loan Party of this Amendment other than any authorization, approval, notice or filing or other action as has been previously been obtained or taken and remains in full force and effect on the Amendment Effective Date.

 

(d)            This Amendment is a legal, valid and binding obligation of each Loan Party, enforceable against each, such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

 

(e)            The representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement and any other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date.

 

SECTION 3. Conditions of Effectiveness of this Amendment. This Amendment shall become effective as of the date on which the following conditions shall have been satisfied (or waived) (the “Amendment Effective Date”):

 

(a)            the Lender (or its counsel) shall have received counterparts to this Amendment, duly executed by the Borrower and the other Loan Parties; and

 

(b)            the Borrower shall have paid or shall pay on the Amendment Effective Date all costs, fees and expenses required to be paid pursuant to Section 7 hereof and Section 11.04 of the Credit Agreement, including, without limitation, fees and expenses of Willkie Farr & Gallagher LLP, counsel to the Lender.

 

SECTION 4. Reference to and Effect on the Credit Agreement and the other Loan Documents.

 

(a)            On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

 

(b)            The Credit Agreement, as specifically amended by this Amendment, and each of the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

 

(c)            The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lender under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the Amendment Effective Date, this Amendment shall for all purposes constitute a Loan Document.

 

2

 

 

(d)            This Amendment shall not extinguish the Loans or any other Obligations outstanding under the Credit Agreement. Nothing contained herein shall be construed as a substitution or novation of the Loans or any other Obligations outstanding under the Credit Agreement, which shall remain outstanding after the Amendment Effective Date as modified hereby.

 

(e)            The Loan Parties expressly acknowledge and agree that (i) there has not been, and this Amendment does not constitute or establish, a novation with respect to the Credit Agreement or any other Loan Document, or a mutual departure from the strict terms, provisions, and conditions thereof and (ii) nothing in this Amendment shall affect or limit the Lender’s right to demand payment of liabilities owing from the Loan Parties to the Lender under, or to demand strict performance of the terms, provisions and conditions of, the Credit Agreement and the other Loan Documents, to exercise any and all rights, powers, and remedies under the Credit Agreement or the other Loan Documents or at law or in equity, or to do any and all of the foregoing, immediately at any time after the occurrence and continuance of an Event of Default under the Credit Agreement or the other Loan Documents.

 

SECTION 5. Reaffirmation. Each Loan Party hereby reaffirms its obligations under the Credit Agreement and each other Loan Document to which it is a party, in each case as amended by this Amendment and acknowledges and agrees that the grants of security interests by and the guarantees of the Loan Parties contained in the Loan Documents are, and shall remain, in full force and effect immediately after giving effect to this Amendment.

 

SECTION 6. Execution in Counterparts; Electronic Signatures. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by facsimile or other electronic imaging means), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile or other electronic transmission (e.g. “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart hereof. The words “execution”, “execute”, “signed”, “signature” and words of like import in or related to this Amendment or any other document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Lender, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Lender is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Lender pursuant to procedures approved by it.

 

SECTION 7. Costs and Expenses. The Borrower agrees to reimburse the Lender for its reasonable out of pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Willkie Farr & Gallagher LLP, counsel for the Lender, in each case, to the extent that an invoice that sets forth such costs and expense in reasonable detail has been provided to the Borrower in accordance with Section 11.04 of the Credit Agreement.

 

SECTION 8. Governing Law; Consent to Jurisdiction; Service of Process and Venue; Waiver of Jury Trial, Etc. The provisions of Sections 11.09 (GOVERNING LAW), 11.10 (CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE) and 11.11 (WAIVER OF JURY TRIAL, ETC.) of the Credit Agreement are hereby incorporated in this Amendment, mutatis mutandis, and shall have the same effect as if this Amendment were a part of the Credit Agreement.

 

3

 

 

SECTION 9. Headings. The section headings used in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose, be given any substantive effect, affect the construction hereof or be taken into consideration in the interpretation hereof.

 

[Signature Pages Follow]

 

4

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective signatories thereunto duly authorized, as of the date first above written.

 

	ARMATA PHARMACEUTICALS, INC.,
	as Borrower
	By:	/s/ Deborah Birx
	Name: Deborah Birx
	Title: CEO
	C3J THERAPEUTICS, INC,
	as Guarantor
	By:	/s/ Deborah Birx
	Name: Deborah Birx
	Title: CEO
	C3 JIAN, LLC,
	as Guarantor
	By:	/s/ Deborah Birx
	Name: Deborah Birx
	Title: CEO

 

[Signature Page to Third Amendment to Secured Convertible Credit and Security Agreement]

 

 

 

 

	INNOVIVA STRATEGIC OPPORTUNITIES LLC,
	as Lender
	By: Innoviva, Inc. (its managing member)
	By:	/s/ Pavel Raifeld
	Name: Pavel Raifeld
	Title: Chief Executive Officer

 

[Signature Page to Third Amendment to Secured Convertible Credit and Security Agreement]

 

 

 

Cover	Nov. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 12, 2024
Entity File Number	001-37544
Entity Registrant Name	ARMATA PHARMACEUTICALS, INC.
Entity Central Index Key	0000921114
Entity Tax Identification Number	91-1549568
Entity Incorporation, State or Country Code	WA
Entity Address, Address Line One	5005 McConnell Avenue
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90066
City Area Code	310
Local Phone Number	655-2928
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	ARMP
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false

---