8 unchanged sentences
Recent Sales of Unregistered Securities
−Removed: 2020 Private Placement
−Removed: On January 27, 2020, we entered into a Securities Purchase Agreement with Innoviva (the “2020 Securities Purchase Agreement”), pursuant to which we agreed to issue and sell to Innoviva, in the 2020 Private Placement, 8,710,800 newly issued shares of our common stock and warrants to purchase 8,710,800 shares of common stock, with an exercise price per share of $2.87.
−Removed: Each share of common stock was sold together with one common warrant granting the warrant holder the right to purchase an additional share of common stock (“Common Unit”) at $2.87 per share.
−Removed: The 2020 Private Placement occurred in two tranches.
−Removed: The first closing occurred on February 12, 2020, at which time Innoviva purchased 993,139 Common Units in exchange for an aggregate gross cash payment of approximately $2.8 million.
−Removed: On March 27, 2020, the second closing occurred subsequent to shareholder approval, at which time Innoviva purchased 7,717,661 Common Units in exchange for aggregate gross proceeds of $22.2 million.
−Removed: Registration Rights Agreement and Investor Rights Agreement
−Removed: As part of the First Closing of the 2020 Private Placement, we entered into a registration rights agreement (the “2020 Registration Rights Agreement”) and an investor rights agreement (the “IRA”) with Innoviva.
−Removed: Pursuant to the 2020 Registration Rights Agreement, we filed a registration statement on Form S-3 on April 1, 2020, which was declared effective on April 8, 2020, covering the resale of the securities issued and sold pursuant to the 2020 Securities Purchase Agreement with the Commission on a continuous basis pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
−Removed: The IRA provides that for so long as Innoviva and its affiliates hold at least 12.5% of the outstanding shares of Common Stock on a fully-diluted basis, Innoviva shall have the right to designate two (2) directors to our board of directors, and for so long as Innoviva and its affiliates hold at least 8% but less than 12.5% of the outstanding shares of Common Stock on a fully-diluted basis, Innoviva shall have the right to designate one (1) director, subject to certain qualifications and conditions in the IRA.
−Removed: The IRA also provides for participation rights for Innoviva to participate in future offerings of equity securities by Armata.
−Removed: The IRA was subsequently amended and restated by the Amended & Restated IRA.
2021 Private Placements
−Removed: On October 28, 2021, we entered into a securities purchase agreement (the “October 2021 Securities Purchase Agreement”) with the Cystic Fibrosis Foundation (“CFF”), a Delaware corporation, our partner for the lead Phase 1b/2a clinical development program, and Innoviva Strategic Opportunities LLC, a wholly-owned subsidiary of Innoviva (collectively, “Innoviva”), for the private placement of newly issued shares of our common stock, par value $0.01 per share.
+Added: On October 28, 2021, we entered into a securities purchase agreement (the “October 2021 Securities Purchase Agreement”) with the Cystic Fibrosis Foundation (“CFF”), a Delaware corporation, our partner for the lead Phase 1b/2a clinical development program, and Innoviva Strategic Opportunities LLC (“Innoviva SO”), a wholly-owned subsidiary of Innoviva, Inc.
+Added: (collectively, “Innoviva”), for the private placement (the “October 2021 Private Placement”) of newly issued shares of our common stock.
Pursuant to the October 2021 Securities Purchase Agreement, we issued and sold 909,091 shares to CFF and 1,212,122 shares to Innoviva, each at a per share price of $3.30.
We received aggregate gross proceeds from the October 2021 Private Placements of approximately $7.0 million, before deducting transaction expenses .
−Removed: On January 26, 2021, we entered into the 2021 Securities Purchase Agreement with Innoviva, pursuant to which we agreed to issue and sell to Innoviva, in the 2021 Private Placement, 6,153,847 newly issued shares of our common stock and warrants to purchase 6,153,847 shares of common stock, with an exercise price per share of $3.25.
+Added: On January 26, 2021, we entered into a securities purchase agreement (the “January 2021 Securities Purchase Agreement”) with Innoviva SO, pursuant to which we agreed to issue and sell to Innoviva SO, in a private placement (the “January 2021 Private Placement”), 6,153,847 newly issued shares of our common stock and warrants to purchase 6,153,847 shares of common stock, with an exercise price per share of $3.25.
Each share of common stock was sold together with one common warrant granting the warrant holder the right to purchase an additional share of common stock at $3.25 per share.
−Removed: See the section entitled “Business—Recent Developments” for a description of the 2021 Private Placement, which is incorporated by reference herein.
−Removed: We have relied on an exemption from registration under Section 4(a)(2) of the Securities Act for the 2020 and 2021 Private Placements.
+Added: See the section entitled “Business—Recent Developments” for a description of the October 2021 and January 2021 Private Placement, which is incorporated by reference herein.
+Added: We have relied on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), for the October 2021 and January 2021 Private Placements.
+Added: 2022 Private Placements
+Added: On February 9, 2022, we entered into a securities purchase agreement to sell our common stock and warrants to Innoviva, our largest stockholder.
+Added: The gross proceeds from the transaction amounted to $45 million, before deducting estimated offering expenses.
+Added: Pursuant and subject to the terms and conditions of the securities purchase agreement and related agreements, Innoviva purchased 9,000,000 newly issued shares of our common stock, at a price of $5.00 per share, and warrants to purchase up to 4,500,000 additional shares of our common stock, with an exercise price of $5.00 per share.
+Added: The stock purchases occurred in two tranches.
+Added: On February 9, 2022, Innoviva purchased approximately 3,614,792 shares of common stock and warrants to purchase approximately 1,807,396 shares of common stock for an aggregate purchase price of approximately $18.1 million.
+Added: On March 31, 2022, upon our stockholders voting in favor of the transaction, Innoviva purchased approximately 5,385,208 shares of common stock and warrants to purchase approximately 2,692,604 shares of common stock for an aggregate purchase price of $26.9 million.
+Added: As part of the first closing, we entered into an amended and restated investor rights agreement (the “A&R IRA”), which amended and restated in its entirety that certain Investor Rights Agreement, dated February 12, 2020, as amended and restated as of January 26, 2021, by and among Innoviva, its affiliates and us.
+Added: Pursuant to the A&R IRA, for so long
+Added: as Innoviva and its affiliates hold at least 12.5% of the outstanding shares of our common stock on a fully-diluted basis, Innoviva and its affiliates shall have the right to designate two directors to the board of directors of the Company (the “Board”) and for so long as Innoviva and its affiliates hold at least 8%, but less than 12.5%, of the outstanding shares of common stock of the Company on a fully-diluted basis, Innoviva and its affiliates shall have the right to designate one director to the Board, subject to certain conditions and qualifications set forth in the A&R IRA.
+Added: The A&R IRA also provides Innoviva and its affiliates with certain subscription rights in the event of any new issuances.
+Added: As part of the First Closing, we also entered into a registration rights agreement (the “Registration Rights Agreement”) with Innoviva.
+Added: Pursuant to the Registration Rights Agreement, we were oblicated to a registration statement on Form S-1 or Form S-3 (the “Shelf Registration Statement”) covering the resale of the securities issued and sold pursuant to the securities purchase agreement with the U.S.
+Added: Securities and Exchange Commission (the “SEC”).
+Added: We filed the Shelf Registration Statement on May 16, 2022 and it was declared effective by the SEC on May 31, 2022.
+Added: We also entered into an amended and restated voting agreement with Innoviva, (the “Voting Agreement”), which amended and restated in its entirety that certain Voting Agreement dated January 26, 2021, as amended and restated as of October 28, 2021, pursuant to which Innoviva and its affiliates agreed not to vote or take any action by written consent with respect to shares of our common stock held by Innoviva or any of its subsidiaries which represent, in the aggregate, more than 49.5% of the total number of shares of common stock voting with respect to certain matters (such shares, the “Excess Shares”) related to the election of directors to the Board of Directors, removal of directors from the Board of Directors or amendment of our bylaws to reduce the maximum number of directors or set the number of directors who may serve on the Board of Directors (“Board Matters”) presented at any meeting of the stockholders (or any adjournment or postponement thereof) or for their action by written consent, in each case, unless the Board of Directors authorizes Innoviva or its affiliates to vote such Excess Shares with respect to Board Matters.
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