0001567619-22-007861.txt : 20220401 0001567619-22-007861.hdr.sgml : 20220401 20220401165245 ACCESSION NUMBER: 0001567619-22-007861 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220331 FILED AS OF DATE: 20220401 DATE AS OF CHANGE: 20220401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Innoviva, Inc. CENTRAL INDEX KEY: 0001080014 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37544 FILM NUMBER: 22799070 BUSINESS ADDRESS: STREET 1: 1350 OLD BAYSHORE HIGHWAY STREET 2: SUITE 400 CITY: BURLINGAME STATE: CA ZIP: 94010 BUSINESS PHONE: 6502389600 MAIL ADDRESS: STREET 1: 1350 OLD BAYSHORE HIGHWAY STREET 2: SUITE 400 CITY: BURLINGAME STATE: CA ZIP: 94010 FORMER NAME: FORMER CONFORMED NAME: THERAVANCE INC DATE OF NAME CHANGE: 20020207 FORMER NAME: FORMER CONFORMED NAME: ADVANCED MEDICINE INC DATE OF NAME CHANGE: 20000302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Innoviva Strategic Opportunities LLC CENTRAL INDEX KEY: 0001842875 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37544 FILM NUMBER: 22799069 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 877 202 1097 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Armata Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0000921114 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 911549568 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4503 GLENCOE AVENUE CITY: MARINA DEL REY STATE: CA ZIP: 90292 BUSINESS PHONE: 310-665-2928 MAIL ADDRESS: STREET 1: 4503 GLENCOE AVENUE CITY: MARINA DEL REY STATE: CA ZIP: 90292 FORMER COMPANY: FORMER CONFORMED NAME: AmpliPhi Biosciences Corp DATE OF NAME CHANGE: 20130222 FORMER COMPANY: FORMER CONFORMED NAME: TARGETED GENETICS CORP /WA/ DATE OF NAME CHANGE: 19940331 4 1 doc1.xml FORM 4 X0306 4 2022-03-31 0 0000921114 Armata Pharmaceuticals, Inc. ARMP 0001080014 Innoviva, Inc. 1350 OLD BAYSHORE HIGHWAY SUITE 400 BURLINGAME CA 94010 1 0 1 0 0001842875 Innoviva Strategic Opportunities LLC 1350 OLD BAYSHORE HIGHWAY SUITE 400 BURLINGAME CA 94010 1 0 1 0 Common Stock 2022-03-31 4 P 0 5385208 5.00 A 16365969 I See footnotes Common Stock 8710800 D Warrants to Purchase Common Stock 5.00 2022-03-31 4 P 0 0 5.00 A 2022-03-31 2027-03-31 Common Stock 2692604 2692604 I See footnotes Warrants to Purchase Common Stock 5.00 Common Stock 1807396 I See footnote Warrants to Purchase Common Stock 3.25 Common Stock 6153847 I See footnote Warrants to Purchase Common Stock 2.87 Common Stock 8710800 D See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 INNOVIVA, INC., by /s/ Pavel Raifeld, Chief Executive Officer 2022-04-01 INNOVIVA STRATEGIC OPPORTUNITIES LLC, by Innoviva, Inc., its managing member, /s/ Pavel Raifeld, Chief Executive Officer 2022-04-01 EX-99.1 2 i040122.htm EXPLANATION OF RESPONSES
Explanation of Responses


(1)
As previously disclosed on Amendment No. 6 to Statement of Beneficial Ownership on Schedule 13D, as filed by Innoviva Strategic Opportunities LLC ("Innoviva Sub"), a Delaware limited liability company and a wholly-owned subsidiary of Innoviva, Inc. ("Innoviva" and, together with Innoviva Sub, the "Reporting Persons") with the Securities and Exchange Commission on February 11, 2022, 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”) , on February 9, 2022, the Reporting Persons entered into that certain Securities Purchase Agreement (the "Purchase Agreement") with the Issuer pursuant to which the Issuer agreed to issue and sell to the Reporting Persons, in a private placement, up to 9,000,000 newly issued shares of Common Stock and Warrants to acquire up to 4,500,000 shares of Common Stock. On February 9, 2022, and in connection with the first closing under the Purchase Agreement, the Issuer issued 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 5,385,208 shares of Common Stock and Warrants to acquire 2,692,604 shares of Common Stock of the Issuer (the “Second Issuance”). In addition, pursuant to previous transactions, (i) Innoviva Sub is the direct beneficial owner, and Innoviva is the indirect beneficial owner, of an additional 7,365,969 shares of Common Stock and 6,153,847 warrants to purchase Common Stock with an exercise price of $3.25 and (ii) Innoviva is the direct beneficial owner of 8,710,800 shares of Common Stock and 8,710,800 warrants to purchase Common Stock with an exercise price of $2.87.
(2)
In 2020, Innoviva designated Odysseas Kostas, M.D. and Sarah Schlesinger, M.D., two of the members of the board of directors of Innoviva, to serve on the board of directors of the Issuer. In 2021, Innoviva designated Jules Haimovitz, a member of the board of directors of Innoviva, to serve on the board of directors of the issuer. As such, solely for purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the board of directors of the Issuer approved the acquisition of any direct or indirect pecuniary interest in any shares of Common Stock, as a result of or in connection with the transactions reported on this Form 4.
(3)
 See Statement Of Changes In Beneficial Ownership on Form 4 filed with the Securities Exchange Commission on February 11, 2022.
(4)
See Statement Of Changes In Beneficial Ownership on Form 4 filed with the Securities Exchange Commission on January 28, 2021.
(5)
 See Statement Of Changes In Beneficial Ownership on Form 4 filed with the Securities Exchange Commission on March 31, 2020.