Item 5. Market for Registrant’s Common Equity
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on the NYSE American under the symbol “ARMP.”
Holders of Common Stock
As of March 13, 2023, there were 90 holders of record of our common stock. As of such date, there were 36,144,706 shares of our common stock outstanding.
72
Table of Contents
Dividends
We have never declared or paid any cash dividends on our common stock. We currently intend to retain all available funds and any future earnings to support our operations and finance the growth and development of our business. Any future determination related to our dividend policy will be made at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, business prospects and other factors our board of directors may deem relevant.
Recent Sales of Unregistered Securities
2021 Private Placements
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. (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 .
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.
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.
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.
2022 Private Placements
On February 9, 2022, we entered into a securities purchase agreement to sell our common stock and warrants to Innoviva, our largest stockholder. The gross proceeds from the transaction amounted to $45 million, before deducting estimated offering expenses.
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. The stock purchases occurred in two tranches. 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. 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.
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. Pursuant to the A&R IRA, for so long
73
Table of Contents
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. The A&R IRA also provides Innoviva and its affiliates with certain subscription rights in the event of any new issuances.
As part of the First Closing, we also entered into a registration rights agreement (the “Registration Rights Agreement”) with Innoviva. 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. Securities and Exchange Commission (the “SEC”). We filed the Shelf Registration Statement on May 16, 2022 and it was declared effective by the SEC on May 31, 2022.
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.
Item 6. [Reserved]
None.