UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): December 10, 2019

 

ARMATA PHARMACEUTICALS, INC.

(Exact name of Registrant as specified in its charter)

 

Washington 001-37544 91-1549568
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

4503 Glencoe Avenue

Marina del Rey, California

 

90292

(Address of principal executive offices) (Zip Code)

 

(310) 665-2928

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common Stock   ARMP   NYSE American

 

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).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

 

 

 

 

 

 

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As discussed in Item 5.07, on December 10, 2019, Armata Pharmaceuticals, Inc. (the “Company”) held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted to approve an amendment (the “Declassification Amendment”) to the Company’s Amended and Restated Articles of Incorporation, as amended (the “Articles”), to declassify the Board of Directors (the “Board”) and provide for annual election of all directors, beginning with the Annual Meeting. Immediately following such vote, on December 10, 2019, the Company filed the Articles of Amendment to the Articles with the Secretary of State of the State of Washington to effect the Declassification Amendment and provide for annual election of all directors, effective immediately.

 

In connection with the Declassification Amendment proposal, the Board had previously contingently adopted an amendment to the Amended and Restated Bylaws (the “Bylaws”), to declassify the Board, which became effective upon the filing of the Articles of Amendment to effect the Declassification Amendment with the Secretary of State of the State of Washington.

 

Copies of the Articles of Amendment to the Articles and the amendment to the Bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

The Company held its Annual Meeting on December 10, 2019, at 11:00 a.m. local time at the Company’s headquarters in Marina del Rey, California. As described in the proxy statement for the Annual Meeting, the following occurred:

 

·The Declassification Amendment to the Articles to declassify the Board and provide for annual election of directors was approved;

 

·Eight nominees for director were elected to serve one-year terms; and

 

·The Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified.

 

The voting results for each proposal were as follows:

 

Proposal 1 — Approval of the Declassification Amendment to the Articles:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
7,406,594   1,060   2,573   1,229,993

 

Proposal 2 – Election of Directors:

 

Following the approval of Proposal 1, as described above, and the filing of the Articles of Amendment to effect the Declassification Amendment with the Secretary of State of the State of Washington, all of the Company’s directors were elected for a one-year term expiring at the 2020 Annual Meeting of Shareholders.

 

  Votes For   Votes Withheld   Broker Non-Votes
Richard J. Bastiani, Ph.D. 7,405,197   5,030   1,229,993
Richard Bear 7,401,735   8,492   1,229,993
Jeremy Curnock Cook 7,181,524   228,703   1,229,993
H. Stewart Parker 7,399,426   10,801   1,229,993
Todd R. Patrick 7,405,154   5,073   1,229,993
Joseph M. Patti, Ph.D. 7,402,021   8,206   1,229,993
Michael S. Perry, D.V.M., Ph.D. 7,156,433   253,794   1,229,993
Todd C. Peterson, Ph.D. 7,401,884   8,343   1,229,993

 

 

 

 

Proposal 3 — Ratification of Selection of Ernst & Young LLP as the Independent Registered Public Accounting Firm:

 

Vote For   Votes Against   Abstentions   Broker Non-Votes
8,613,435   3,961   22,824   0

 

Item 9.01Financial Statements and Exhibits.

  

Exhibit
Number

 

Description

     
3.1   Articles of Amendment to Articles of Incorporation of the Company (December 10, 2019).
     
3.2   Amendment to Amended and Restated Bylaws of the Company (December 10, 2019).

 

 

 

  

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: December 11, 2019 Armata Pharmaceuticals, Inc.
   
   
  By: /s/ Steve R. Martin
  Name:  Steve R. Martin
  Title: Chief Financial Officer

  

 

 

Exhibit 3.1

 

 

 

 

 

 

 

 

Washington Secretary of State
Corporations and Charities Division
801 Capitol Way South
PO Box 40234
Olympia, WA 98504-0234
(360) 725-0377
corps@sos.wa.gov

 

12/10/2019

 

ARMATA PHARMACEUTICALS, INC.

NATIONAL REGISTERED AGENTS, INC.

711 CAPITOL WAY S STE 204

OLYMPIA WA 98501-1267

  

 

 

UBI Number: 601 166 399

Business Name: ARMATA PHARMACEUTICALS, INC.

  

 

Dear NATIONAL REGISTERED AGENTS, INC.,

 

Thank you for your recent submission. This letter is to confirm that the following documents have been received and successfully filed:

 

ARTICLES OF AMENDMENT

 

You can view and download your filed document(s) for no charge at our website, www.sos.wa.gov/ccfs.

 

If you haven’t already, please sign up for a user account on our website, www.sos.wa.gov/ccfs, to file online, conduct searches, and receive status updates.

 

Please contact our office at corps@sos.wa.gov or (360) 725-0377 if you have any questions.

 

Sincerely,

Corporations and Charities Division

Office of the Secretary of State

www.sos.wa.gov/corps

 

 

 

 

Exhibit 3.2

 

AMENDMENT TO THE BYLAWS

OF

ARMATA PHARMACEUTICALS, INC.

 

 

1.       Section 3.2 of the bylaws of the Corporation was amended in its entirety by unanimous vote by the Board of Directors on September 17, 2019, to read as follows:

 

3.2 The Board shall be composed of not less than one nor more than nine Directors, the specific number to be set by resolution of the Board or the shareholders.  The number of Directors may be changed from time to time by amendment to these Bylaws, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director.  Directors need not be shareholders of the corporation or residents of the State of Washington and need not meet any other qualifications.  

 

At the first annual meeting of shareholders and at each annual meeting thereafter, the holders of shares entitled to vote in the election of Directors shall elect Directors to hold office until the next succeeding annual meeting, the Director’s successor has been selected and qualified, or the Director's earlier death, resignation, or removal.

 

 

Dated this 10th day of December 2019.

 

  ARMATA PHARMACEUTICALS, INC.  
       
       
       
  By /s/ Todd R. Patrick  
      Todd R. Patrick, Chief Executive Officer