UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
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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).
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 4, 2024, Armata Pharmaceuticals, Inc. (the “Company”) announced in the press release furnished hereto as Exhibit 99.1 that it had entered into, as borrower, a credit and security agreement (the “Credit Agreement”) with Innoviva Strategic Opportunities LLC (“Innoviva”), a wholly owned subsidiary of Innoviva, Inc. (the “Parent”), a principal shareholder of the Company on March 4, 2024. The Credit Agreement provides for a secured term loan facility in an aggregate amount of $35 million (the “Loan”) at an interest rate of 14.0% per annum, and has a maturity date of June 4, 2025. Repayment of the Loan is guaranteed by the Company’s domestic subsidiaries, and the Loan is secured by substantially all of the assets of the Company and the subsidiary guarantors.
The Credit Agreement contains customary affirmative and negative covenants and representations and warranties, including financial reporting obligations and certain limitations on indebtedness, liens, investments, distributions (including dividends), collateral, investments, mergers or acquisitions and fundamental corporate changes. The Credit Agreement also includes customary events of default, including payment defaults, breaches of provisions under the loan documents, certain losses or impairment of collateral and related security interests, the occurrence of certain events that could reasonably be expected to have a “material adverse effect” as set forth in the Credit Agreement, certain bankruptcy or insolvency events, and a material deviation from the Company’s operating budget.
Concurrently with the execution of the Credit Agreement, the Company entered into amendments to (i) that certain credit and security agreement (the “First Amendment to Credit Agreement”), dated as of July 10, 2023, by and among the Company, as borrower, Innoviva, as lender, and certain domestic subsidiaries of the Company, as guarantors and (ii) that certain convertible credit and security agreement (the “Second Amendment to Convertible Credit Agreement” and together with the First Amendment to Credit Agreement, the “Amendments”), 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. Pursuant to the Amendments, the parties agreed to, among other things, conform certain terms relating to permitted indebtedness and permitted liens to both match the corresponding terms in the Credit Agreement and to permit the same.
The foregoing descriptions of the Credit Agreement, the First Amendment to Credit Agreement, and the Second Amendment to Convertible Credit Agreement are qualified in their entirety by the full text of such documents, which are filed as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3, respectively, and are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | ||
| 10.1 | Credit and Security Agreement, dated March 4, 2024. | ||
| 10.2 | First Amendment to Credit and Security Agreement. | ||
| 10.3 | Second Amendment to Convertible Credit and Security Agreement. | ||
| 99.1 | Press Release, dated March 4, 2024. | ||
| 104 | Cover Page Interactive Data File (embedded within Inline 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: March 4, 2024 | Armata Pharmaceuticals, Inc. | |
| By: | /s/ Richard Rychlik | |
| Name: | Richard Rychlik | |
| Title: | Principal Financial Officer and Corporate Controller | |