Sec Form 13D Filing - Innoviva Inc. (INVA) filing for ARMATA PHARMACEUTICALS INC (ARMP) - 2022-04-01

Attention: Pavel Raifeld

Chief Executive Officer

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1		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).   Innoviva Strategic Opportunities LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☒        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   27,019,816
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   27,019,816
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   27,019,816 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   48.7% (2)
14		TYPE OF REPORTING PERSON   OO

 

(1)	See Item 5.

(2)

Based on 30,727,091 shares of Common Stock outstanding as of March 14, 2022, as set forth on the Issuer’s Annual Report on Form 10K, plus 5,385,208 shares of Common Stock acquired by the Reporting Person on March 31, 2022 as disclosed on this Amendment No. 7 and shares of Common Stock issuable upon exercise of the warrants to purchase Common Stock beneficially owned by the Reporting Persons.

Explanatory Note

This Amendment No. 7 to Schedule 13D (“Amendment No. 7”) amends and supplements the initial Statement of Beneficial Ownership on Schedule 13D, as filed with the U.S. Securities and Exchange Commission (the “SEC”) by Innoviva, Inc. (“Innoviva”) on February 14, 2020, as amended and supplemented by Amendment No. 1 filed with the SEC on March 31, 2020 by Innoviva, as further amended and supplemented by Amendment No. 2 filed with the SEC on January 26, 2021 by Innoviva and Innoviva Strategic Opportunities LLC, a wholly-owned subsidiary of Innoviva (“Innoviva Sub”), as further amended and supplemented by Amendment No. 3 filed with the SEC on March 17, 2021 by Innoviva and Innoviva Sub, as further amended and supplemented by Amendment No. 4 filed with the SEC on April 1, 2021 by Innoviva and Innoviva Sub, as further amended and supplemented by Amendment No. 5 filed with the SEC on November 1, 2021 by Innoviva and Innoviva Sub, as further amended and supplemented by Amendment No. 6 filed with the SEC on February 11, 2022 by Innoviva and Innoviva Sub (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 (“Warrants”). Innoviva and Innoviva Sub (collectively, the “Reporting Persons”) are 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. 6, the Schedule 13D (as amended) 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. 7 was approximately $26.9 million. The Common Stock and Warrants reported in this Amendment No. 7 were acquired with funds provided from working capital of the Reporting Persons.

Item 4. Purpose of Transaction

Item 4 in Schedule 13D is hereby supplemented as follows:

As previously disclosed on the Amendment No. 6 to Schedule 13D, on February 9, 2022, the Reporting Persons 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 9,000,000  newly issued shares of Common Stock and Warrants to purchase up to 4,500,000 shares of Common Stock, with an exercise price per share of $5.00, subject to satisfaction of certain conditions set forth in the Purchase Agreement, including approval by the stockholders of the Issuer as may be required by the applicable rules and regulations of New York Stock Exchange American. 

On February 9, 2022 and in connection with the first closing under the Purchase Agreement, the Issuer issued to the Reporting Person 3,614,792 shares of Common Stock and Warrants to acquire an additional 1,807,396 shares of Common Stock of the Issuer (the “First Issuance”).

On March 31, 2022, the Issuer issued to the Reporting Person 5,385,208 shares of Common Stock and Warrants to acquire 2,692,604 shares of Common Stock of the Issuer (the “Second Issuance”).

The Reporting Person purchased the Common Stock and Warrants reported in this Amendment No. 7 for investment purposes.  On the date of this Amendment No. 7, the Reporting Persons collectively own 25,076,769 shares of Common Stock of the Issuer and warrants to acquire an additional 19,364,647 shares of Common Stock of the Issuer.

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 Persons collectively may be deemed to have beneficial ownership of 44,441,416 shares of Common Stock, representing approximately 80.1% of the outstanding shares of Common Stock of the Issuer as of the date of this Amendment No. 7 to the Schedule 13D, based on 30,727,091 shares of Common Stock outstanding as of March 14, 2022, as set forth on the Issuer’s Annual Report on Form 10K, plus 5,385,208 shares of Common Stock acquired by the Reporting Person on March 31, 2022 as disclosed on this Amendment No. 7, and shares of Common Stock issuable upon exercise of the warrants to purchase Common Stock beneficially owned by the Reporting Persons.

Except as set forth in this Schedule 13D (as amended), the Reporting Persons did not acquire or sell any shares of Common Stock or other securities of the Issuer during the last 60 days.

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