Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934 (Amendment No. 1)*
ARMATA PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
04216R 102
(CUSIP Number)
Geoffrey Hulme
Interim Principal Executive Officer
Innoviva, Inc.
1350 Old Bayshore Highway Suite 400
Burlingame, CA
877-202-1097
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 27, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently
valid OMB control number.
CUSIP No. 04216R 102
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Innoviva, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
17,421,600 (1)
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
17,421,600 (1)
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,421,600 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.7% (1)
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14
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TYPE OF REPORTING PERSON
CO
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(1)
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Based on 27,355,493 shares of Common Stock outstanding as of March 27, 2020, as confirmed in writing by the Issuer, inclusive of the shares of Common Stock held
by the Reporting Person and shares of Common Stock issuable upon exercise of the Warrants held by the Reporting Person.
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Explanatory Note
This Amendment No. 1 (the “Amendment No. 1”) amends and supplements the initial Statement of Beneficial Ownership on Schedule 13D, as filed with the Securities and Exchange Commission on February 14,
2020 (the “Schedule 13D”) with respect to shares of common stock, $0.01 par value per share (“Common Stock”) of Armata Pharmaceuticals, Inc., a Washington corporation (the “Issuer”) and warrants to acquire additional shares of Common Stock of the
Issuer, which are exercisable for a period of five years from the date of issuance (“Warrants”). Innoviva, Inc. (the “Reporting Person”) is filing this amendment to reflect the acquisition of additional shares of Common Stock and Warrants. Except
as specifically amended and supplemented by this Amendment No. 1, the Schedule 13D remains in full force and effect.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 in Schedule 13D is hereby supplemented as follows:
The aggregate purchase price for the Common Stock and Warrants reported in this Amendment No. 1 was approximately $22.2 million. The Common Stock and Warrants reported in this Amendment No.
1 were acquired with funds provided from working capital of the Reporting Person.
Item 4. Purpose of Transaction
Item 4 in Schedule 13D is hereby supplemented as follows:
As previously disclosed on the Schedule 13D, on January 27, 2020, the Reporting Person entered into that certain Securities Purchase Agreement with the Issuer (the “Purchase Agreement”), pursuant to
which the Issuer agreed to issue and sell to the Reporting Person, in a private placement, up to 8,710,800 newly issued shares of Common Stock and Warrants to purchase up to 8,710,800 shares of Common Stock, with an exercise price per share of $2.87.
On February 12, 2020 and in connection with the first closing under the Purchase Agreement, the Issuer issued 993,139 shares of Common Stock and Warrants to acquire additional 993,139 shares of Common
Stock of the Issuer (the “First Issuance”). As previously disclosed on the Schedule 13D, as a result of, and immediately following, the First Issuance, the Reporting Person beneficially owned approximately 16.7% of the shares of Common Stock.
On March 27, 2020, the Issuer issued to the Reporting Person 7,717,661 shares of Common Stock and Warrants to acquire additional 7,717,661 shares of Common Stock of the Issuer (the “Second Issuance”).
As a result of the Second Issuance, the percentage beneficial ownership of the Reporting Person in the Issuer increased from approximately 16.7% to approximately 63.7%.
The Reporting Person purchased the Common Stock and Warrants reported in this Amendment No. 1 for investment purposes.
Item 5. Interest in Securities of the Issuer
The first paragraph in Item 5 in Schedule 13D is hereby amended and restated as follows:
The Reporting Person has sole voting power and sole dispositive power with regard to 17,421,600 shares of Common Stock, representing approximately 63.7% of the outstanding shares of Common Stock of the
Issuer as of the date of this Schedule 13D, based upon 27,355,493 shares of Common Stock outstanding as of March 27, 2020, as confirmed in writing by the Issuer, inclusive of 8,710,800 shares of Common Stock held by the Reporting Person as of the
date of this Schedule 13D and 8,710,800 shares of Common Stock issuable upon exercise of the Warrants held by the Reporting Person. Except as set forth in Item 4, the Reporting Person did not acquire or sell any shares of Common Stock or other
securities of the Issuer during the last 60 days.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: March 31, 2020
INNOVIVA, INC.
By: /s/ Geoffrey Hulme
Name: Geoffrey Hulme
Title: Chief Executive Officer