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):  November 5, 2020

SIGA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Delaware
 0-23047
 13-3864870
(State or other jurisdiction of incorporation or organization)
(Commission file number)
(I.R.S. employer identification no.)

31 East 62nd Street
New York, New York
   10065
(Address of principal executive offices)
  
(Zip code)

Registrant’s telephone number, including area code:  (212) 672-9100

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 (see General Instruction A.2. below):

☐
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))

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       ☐

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.       ☐
 
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, $.0001 par value
 SIGA
 The Nasdaq Global Market

Item 2.02
Results of Operations and Financial Condition

On November 5, 2020, SIGA Technologies, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the three and nine months ended September 30, 2020.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information contained in, or incorporated into, this Item 2.02, including the Press Release, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

The full text of the Press Release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits

 
(d)
The following exhibits are included in this report:

Exhibit
No.
Description
   
Press Release, dated November 5, 2020.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
SIGA TECHNOLOGIES, INC.
   
 
By:
/s/ Daniel J. Luckshire
  
 
Name:
Daniel J. Luckshire
 
Title:
Chief Financial Officer
     
Date:  November 5, 2020
    


Exhibit 99.1

SIGA Reports Financial Results for Three and Nine Months Ended September 30, 2020
 
- Third Quarter includes Delivery of Approximately 134,000 Courses of TPOXX® to U.S. Government –
 
- In October, the Public Health Agency of Canada Announced its Intent to Purchase up to 33,300 Courses of Oral TPOXX® –
 
- Corporate Update Conference Call Today at 4:30 PM ET -
 
November 5, 2020, 4:05 pm ET
 
NEW YORK -- SIGA Technologies, Inc. (SIGA) (NASDAQ: SIGA), a commercial-stage pharmaceutical company focused on the health security market, today reported financial results for the three and nine months ended September 30, 2020.
 
“SIGA’s third quarter was highlighted by the delivery of approximately 134,000 courses of oral TPOXX® to the strategic national stockpile (SNS),” said Phil Gomez, CEO of SIGA. “With deliveries made in the second quarter, SIGA has delivered approximately 251,000 courses of oral TPOXX® to the SNS over the last two quarters, generating revenue from these deliveries of approximately $78 million.  This activity in the U.S. is being complemented by a growing international business, with the most recent activity being the announcement by the Public Health Agency of Canada of its intent to purchase up to 33,300 courses of oral TPOXX® over a five-year time period.”
 
Summary Financial Results
($ in millions, except per share amounts)
 
Three Months Ended September 30, 2020 in comparison to Three Months Ended September 30, 2019

   
Three Months
Ended
September 30,
2020
    
Three Months
Ended
September 30,
2019
  
             
Total Revenues
  
$
44.3
    
$
8.1
  
Operating Income (1)
  
$
32.9
    
$
0.7
  
Income (Loss) before Income Taxes (1)
  
$
31.6
    
$
(1.6
)
Net Income (Loss)
  
$
24.2
    
$
(1.2
)
Diluted Income (Loss) per Share
  
$
0.31
    
$
(0.03
)

Nine Months Ended September 30, 2020 in comparison to Nine Months Ended September 30, 2019
 
   
Nine Months
Ended
September 30,
2020
    
Nine Months
Ended
September 30,
2019
  
                 
Total Revenues
  
$
87.2
    
$
22.5
  
Operating Income (1)
  
$
57.7
    
$
1.1
  
Income (Loss) before Income Taxes (1)
  
$
47.3
    
$ 
(3.7
)
Net Income (Loss)
  
$
36.2
    
$ 
(2.7
)
Diluted Income (Loss) per Share
  
$
0.45
    
$ 
(0.09
)

(1) Operating Income excludes, and Income (Loss) before Income Taxes includes, costs in connection with the retirement of the Company’s term loan, interest expense, interest income and adjustments to the fair value of the Company’s outstanding warrant. Both line items exclude the impact of income taxes. 
 
Recent Key Activities:
 

 •
In the third quarter of 2020, the Company delivered approximately 134,000 courses of oral TPOXX® to the SNS.  SIGA has recognized $41.4 million of revenue in connection with this delivery, of which $4.1 million relates to amounts previously received in connection with raw material procurement and which were recorded as deferred revenue. 
 

 •
In October 2020, the Company delivered approximately 112,000 courses of oral TPOXX® to the SNS.  This delivery will be reflected in the financial results for the fourth quarter 2020. 
 

 •
In October 2020, the Public Health Agency of Canada (PHAC) issued an advanced contract award notice (ACAN), indicating that the PHAC intends to purchase up to 33,300 courses of oral TPOXX® within five years as specified in the ACAN, with 3,700 courses to be delivered by March 31, 2021; a cumulative total of 18,500 courses to be delivered by March 31, 2023; and an additional 14,800 courses to be delivered after March 31, 2023, subject to option exercise. This ACAN follows, but is separate and incremental to, the issuance in April 2020 of a contract by the Canadian Department of National Defence (CDND) for the delivery of up to 15,325 courses of oral TPOXX®.
 
Share Repurchase Activity
 
During the third quarter of 2020, SIGA repurchased approximately 0.9 million shares of its common stock, for approximately $5.6 million.  As of September 30, the Company has cumulatively repurchased this year approximately 3.7 million shares of its common stock for approximately $21.8 million. 
 
Product Delivery Update in Connection with the 19C BARDA Contract
 
Pursuant to options already exercised under the 19C BARDA Contract, SIGA delivered approximately 251,000 courses of oral TPOXX® to the SNS over the first nine months of 2020.  In October, an additional approximate 112,000 courses of oral TPOXX® were delivered to the SNS.  As such, total deliveries of oral TPOXX® under the 19C BARDA Contract are expected to total approximately 363,000 courses for the calendar year 2020, resulting in annual revenues of approximately $113 million.  The 19C BARDA Contract has up to an additional $414 million of procurement-related options remaining for potential future exercise by BARDA.  Amounts noted in this paragraph do not include any actual or potential product deliveries in connection with international contracts.
 
COVID-19 Pandemic

The COVID-19 pandemic has caused significant societal and economic disruption.  Such disruption, and the associated risks and costs, are expected to continue for an indeterminate period of time.  Given the uncertain future course of the COVID-19 pandemic, and the uncertain scale and scope of its future impact, the Company is continually reviewing business and financial risks related to the pandemic and is continually seeking coordination with its government partners with respect to the performance of current and future government contracts.  Additionally, the Company is continually coordinating with service providers and vendors, in particular contract manufacturing organizations that constitute our supply chain, to review actions and risks caused by the COVID-19 pandemic.
 
The COVID-19 pandemic has not adversely affected the liquidity position of the Company, nor is it currently expected to have a material adverse effect on the financial condition or annual financial results of the Company, although the Company cannot provide assurances as to the ultimate impact of the pandemic upon the macro environment or the Company’s industry.
 
Conference Call and Webcast
 
SIGA will host a conference call and webcast to provide a business update today, Thursday, November 5, 2020, at 4:30 P.M. ET.
 
Participants may access the call by dialing 877-407-6184 for domestic callers or 201-389-0877 for international callers. A live webcast of the call will also be available on the Company's website at www.siga.com under the 'Events & Presentations' tab in the Investor Relations section, or by clicking here. Please log in approximately 5-10 minutes prior to the scheduled start time.
 
A replay of the call will be available for two weeks by dialing 877-660-6853 for domestic callers or 201-612-7415 for international callers and using Conference ID: 13711770. The archived webcast will be available in the Events and Presentations section of the Company's website.
 
ABOUT SIGA TECHNOLOGIES, INC. and TPOXX®
 
SIGA Technologies, Inc. is a commercial-stage pharmaceutical company focused on the health security market. Health security comprises countermeasures for biological, chemical, radiological and nuclear attacks (biodefense market), vaccines and therapies for emerging infectious diseases, and health preparedness. Our lead product is TPOXX®, also known as tecovirimat and ST-246®, an orally administered and IV formulation antiviral drug for the treatment of human smallpox disease caused by variola virus. TPOXX® is a novel small-molecule drug and the US maintains a stockpile of 1.7 million courses in the Strategic National Stockpile under Project BioShield. The oral formulation of TPOXX® was approved by the FDA for the treatment of smallpox in 2018. The full label is here: https://dailymed.nlm.nih.gov/dailymed/drugInfo.cfm?setid=fce826ab-4d6a-4139-a2ee-a304a913a253.  In September 2018, SIGA signed a contract potentially worth more than $600 million with BARDA for additional procurement and development related to both oral and intravenous formulations of TPOXX®. For more information about SIGA, please visit www.siga.com.
 
About Smallpox1
 
Smallpox is a contagious, disfiguring and often deadly disease that has affected humans for thousands of years. Naturally occurring smallpox was eradicated worldwide by 1980, the result of an unprecedented global immunization campaign. Samples of smallpox virus have been kept for research purposes. This has led to concerns that smallpox could someday be used as a biological warfare agent. A vaccine can prevent smallpox, but the risk of the current vaccine's side effects is too high to justify routine vaccination for people at low risk of exposure to the smallpox virus.
 
FORWARD-LOOKING STATEMENTS
 
This press release contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are subject to various known and unknown risks and uncertainties, and SIGA cautions you that any forward-looking information provided by or on behalf of SIGA is not a guarantee of future performance. More detailed information about SIGA and risk factors that may affect the realization of forward-looking statements, including the forward-looking statements in this press release, is set forth in SIGA's filings with the Securities and Exchange Commission, including SIGA's Annual Report on Form 10-K for the year ended December 31, 2019, and in other documents that SIGA has filed with the SEC. SIGA urges investors and security holders to read those documents free of charge at the SEC's web site at http://www.sec.gov. Interested parties may also obtain those documents free of charge from SIGA. Forward-looking statements are current only as of the date on which such statements were made, and except for our ongoing obligations under the United States of America federal securities laws, we undertake no obligation to update publicly any forward-looking statements whether as a result of new information, future events, or otherwise.
 
The information contained in this press release does not necessarily reflect the position or the policy of the Government and no official endorsement should be inferred.
 
Contacts:
Investors
David Carey 
212-867-1768
david.carey@finnpartners.com

Media
Stephanie Seiler
206-713-0124
stephanie.seiler@finnpartners.com

1 http://www.mayoclinic.org/diseases-conditions/smallpox/basics/definition/con-20022769
 
SIGA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

   
September30,
2020
    
December31,
2019
  
ASSETS
            
Current assets
            
Cash and cash equivalents
  
$
78,663,526
    
$
65,249,072
  
Restricted cash and cash equivalents, short-term
    
-
      
95,737,862
  
Accounts receivable
    
40,398,708
      
4,167,996
  
Inventory
    
10,747,532
      
9,652,855
  
Prepaid expenses and other current assets
    
1,290,388
      
5,234,000
  
Total current assets
    
131,100,154
      
180,041,785
  
                 
Property, plant and equipment, net
    
2,236,668
      
2,618,303
  
Deferred tax assets, net
    
6,484,111
      
14,151,002
  
Goodwill
    
898,334
      
898,334
  
Other assets
    
702,885
      
856,766
  
Total assets
  
$
141,422,152
    
$
198,566,190
  
LIABILITIES AND STOCKHOLDERS’ EQUITY
                
Current liabilities
                
Accounts payable
  
$
1,118,307
    
$
3,054,032
  
Accrued expenses and other current liabilities
    
15,182,437
      
8,636,911
  
Total debt, current
    
-
      
80,044,866
  
Total current liabilities
    
16,300,744
      
91,735,809
  
Warrant liability
    
9,026,690
      
6,116,882
  
Other liabilities
    
3,134,304
      
2,929,743
  
Total liabilities
    
28,461,738
      
100,782,434
  
Commitments and contingencies
                
Stockholders’ equity
                
Common stock ($.0001 par value, 600,000,000 shares authorized, 77,770,284 and 81,269,868, issued and outstanding at September 30, 2020 and December 31, 2019, respectively)
    
7,777
      
8,127
  
Additional paid-in capital
    
221,587,384
      
220,808,037
  
Accumulated deficit
    
(108,634,747
)
    
(123,032,408
)
Total stockholders’ equity
    
112,960,414
      
97,783,756
  
Total liabilities and stockholders’ equity
  
$
141,422,152
    
$
198,566,190
  

SIGA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

   
Three Months Ended
September 30,
    
Nine Months Ended
September 30,
  
   
2020
    
2019
    
2020
    
2019
  
Revenues
                        
Product sales and supportive services
  
$
41,810,192
    
$
3,915,335
    
$
80,547,651
    
$
11,057,735
  
Research and development
    
2,451,215
      
4,195,989
      
6,682,298
      
11,420,284
  
Total revenues
    
44,261,407
      
8,111,324
      
87,229,949
      
22,478,019
  
                                 
Operating expenses
                                
Cost of sales and supportive services
    
5,559,215
      
737,274
      
10,465,078
      
1,652,641
  
Selling, general and administrative
    
3,566,258
      
3,196,370
      
10,613,267
      
9,755,165
  
Research and development
    
2,073,613
      
3,343,521
      
7,933,404
      
9,379,125
  
Patent expenses
    
164,102
      
173,580
      
520,902
      
543,806
  
Total operating expenses
    
11,363,188
      
7,450,745
      
29,532,651
      
21,330,737
  
Operating income
    
32,898,219
      
660,579
      
57,697,298
      
1,147,282
  
(Loss) gain from change in fair value of warrant liability
    
(1,274,156
)
    
981,923
      
(2,909,808
)
    
4,774,711
  
Loss on extinguishment of Term Loan
    
-
      
-
      
(4,981,461
)
    
-
  
Interest expense
    
-
      
(3,971,952
)
    
(3,016,817
)
    
(11,871,401
)
Other income, net
    
24,932
      
759,881
      
469,226
      
2,233,588
  
Income (loss) before income taxes
    
31,648,995
      
(1,569,569
)
    
47,258,438
      
(3,715,820
)
(Provision) benefit for income taxes
    
(7,461,038
)
    
363,742
      
(11,077,854
)
    
977,278
  
Net and comprehensive income (loss)
  
$
24,187,957
    
$
(1,205,827
)
  
$
36,180,584
    
$
(2,738,542
)
Basic income (loss) per share
  
$
0.31
    
$
(0.01
)
  
$
0.45
    
$
(0.03
)
Diluted income (loss) per share
  
$
0.31
    
$
(0.03
)
  
$
0.45
    
$
(0.09
)
Weighted average shares outstanding: basic
    
78,080,461
      
81,064,927
      
79,880,493
      
80,988,813
  
Weighted average shares outstanding: diluted
    
78,168,070
      
82,181,858
      
80,051,778
      
82,148,333
  

 
v3.20.2
Document and Entity Information
Nov. 05, 2020
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 05, 2020
Entity Registrant Name SIGA TECHNOLOGIES INC
Entity Incorporation, State or Country Code DE
Entity File Number 0-23047
Entity Tax Identification Number 13-3864870
Entity Address, Address Line One 31 EAST 62ND STREET
Entity Address, City or Town NEW YORK
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10065
City Area Code 212
Local Phone Number 672-9100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001010086
Title of 12(b) Security common stock, $.0001 par value
Trading Symbol SIGA
Security Exchange Name NASDAQ