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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) |
(310) 655-2928
(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
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.
(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.
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]
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.
(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.
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]
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]
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| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
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| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
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| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
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dei_ |
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| X |
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-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
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| Namespace Prefix: |
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| Data Type: |
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| Period Type: |
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| X |
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| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
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| X |
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| Name: |
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| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
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| Namespace Prefix: |
dei_ |
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| Balance Type: |
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| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
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-Section 12
-Subsection b-2
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dei_EntityTaxIdentificationNumber |
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dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
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| X |
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| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
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| Period Type: |
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-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
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| Balance Type: |
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- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
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| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
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| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
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dei_SolicitingMaterial |
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| Data Type: |
xbrli:booleanItemType |
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| Period Type: |
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dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
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| Period Type: |
duration |
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
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| Period Type: |
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Armata Pharmaceuticals (AMEX:ARMP)
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