Filing Details

CUSIP No.  04216R 102

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1		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).   Innoviva, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   17,421,600
				8		SHARED VOTING POWER   3,735,824
				9		SOLE DISPOSITIVE POWER   17,421,600
				10		SHARED DISPOSITIVE POWER   3,735,824
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   21,157,424 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   68% (2)
14		TYPE OF REPORTING PERSON   CO

 

(1)

See Item 5.

(2)

Based on 31,135,085 shares of common stock, par value $0.01 per share (“Common Stock”), outstanding as of January 26, 2021, as confirmed in writing by the Issuer, inclusive of the shares of Common Stock beneficially owned by the Reporting Persons and shares of Common Stock issuable upon exercise of the warrants to purchase Common Stock beneficially owned by the Reporting Persons.

Item 5. Interest in Securities of the Issuer

Item 5 of Schedule 13D is amended and restated as follows:

The Reporting Persons collectively may be deemed to have beneficial ownership of 21,157,424 shares of Common Stock, representing approximately 68% of the outstanding shares of Common Stock of the Issuer as of the date of this Amendment No.2,  based on 31,135,085 shares of Common Stock outstanding as of January 26, 2021, as confirmed in writing by the Issuer, inclusive of the shares of Common Stock beneficially owned by the Reporting Persons and shares of Common Stock issuable upon exercise of the warrants to purchase Common Stock beneficially owned by the Reporting Persons.

Except as set forth in Item 4, the Reporting Persons did not acquire or sell any shares of Common Stock or other securities of the Issuer during the last 60 days.

As part of the transactions contemplated by the SPA, the Reporting Persons entered into a voting agreement (the “Voting Agreement”) with the Issuer, pursuant to which the Reporting Persons agreed not to vote or take any action by written consent with respect to shares of Common Stock of the Issuer held by the Reporting Persons or any of their subsidiaries which represent, in the aggregate, more than 49.5% of the total number of issued and outstanding shares of Common Stock of the Issuer as of any given record date for voting (such shares, the “Excess Shares”) on the matters related to the election or removal of directors from the board of directors (the “Board”) of the Issuer (“Board Matters”) presented at any meeting of the stockholders of the Issuer (or any adjournment or postponement thereof) or for their action by written consent, in each case, unless the Board authorizes the Reporting Persons to vote such Excess Shares with respect to Board Matters.

The Voting Agreement is attached as Exhibit 10.4 to the Form 8-K of the Issuer filed with the SEC on January 27, 2021 and is incorporated herein by reference; any description herein of the Voting Agreement is qualified in its entirety by reference to the Voting Agreement so filed by the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of Schedule 13 D is supplemented as follows:

The information contained in Item 5 of Amendment No. 2 is hereby incorporated by reference into this Item 6.

The Reporting Persons entered into an Amended and Restated Investor Rights Agreement, dated as of January 26, 2021, by and between the Reporting Persons and the Issuer (the “Investor Rights Agreement”), pursuant to which the Reporting Persons have been granted certain rights, including participation rights with respect to issuances of new securities by the Issuer, certain information rights and, subject to minimum ownership thresholds, the right to designate two directors to the Board.

The Investor Rights Agreement is attached as Exhibit 10.2 to the Form 8-K of the Issuer filed with the SEC on January 27, 2021 and is incorporated herein by reference; any description herein of the Investor Rights Agreement is qualified in its entirety by reference to the Investor Rights Agreement so filed by the Issuer.

Innoviva Sub also entered into a Registration Rights Agreement, dated as of January 26, 2021, with the Issuer (the “Registration Rights Agreement”), pursuant to which the Issuer is required to file 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 SPA with the SEC on a continuous basis pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or if Rule 415 is not available for offers and sales of such securities, by such other means of distribution of such securities as the Reporting Persons may reasonably specify. The Issuer must use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event (i) no later than the fifteenth day following the filing of the Shelf Registration Statement in the event of no “review” by the Commission, (ii) no later than the sixtieth day following the filing of the Shelf Registration Statement in the event of “limited review” by the Commission, or (iii) in the event of a “review” by the Commission, the one hundred and twentieth day following the filing of the Shelf Registration Statement, subject to certain exceptions.

The Registration Rights Agreement is attached as Exhibit 10.3 to the Form 8-K of the Issuer filed with the SEC on January 27, 2021 and is incorporated herein by reference; any description herein of the Registration Rights Agreement is qualified in its entirety by reference to the Registration Rights Agreement so filed by the Issuer.

Item 7. Material to Be Filed as Exhibits

Exhibit 1 – Securities Purchase Agreement, dated as of January 26, 2021, by and between Armata Pharmaceuticals, Inc. and Innoviva Strategic Opportunities LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K of the Issuer filed with the U.S. Securities and Exchange Commission on January 27, 2021)

Exhibit 2 – Voting Agreement, by and among Innoviva, Inc., Innoviva Strategic Opportunities LLC, and Armata Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.4 to the Form 8-K of the Issuer filed with the U.S. Securities and Exchange Commission on January 27, 2021)

Exhibit 3 – Amended and Restated Investor Rights Agreement, dated as of January 26, 2021, by and among Armata Pharmaceuticals, Inc., Innoviva, Inc. and Innoviva Strategic Opportunities LLC (incorporated by reference to Exhibit 10.2 to the Form 8-K of the Issuer filed with the U.S. Securities and Exchange Commission on January 27, 2021)

Exhibit 4 – Registration Rights Agreement, dated as of January 26, 2021, by and between Armata Pharmaceuticals, Inc. and Innoviva Strategic Opportunities LLC (incorporated by reference to Exhibit 10.3 to the Form 8-K of the Issuer filed with the U.S. Securities and Exchange Commission on January 27, 2021)

Exhibit 5 – Form of Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K of the Issuer filed with the U.S. Securities and Exchange Commission on January 27, 2021)

Exhibit 99.1 – Joint Filing Agreement, as required by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended

SIGNATURE

	INNOVIVA, INC.
	By:	/s/ Pavel Raifeld
		Name: Pavel Raifeld
		Title: Chief Executive Officer
	INNOVIVA STRATEGIC OPPORTUNITIES LLC BY INNOVIVA, INC (IT MANAGING MEMBER)
	By:	/s/ Pavel Raifeld
		Name: Pavel Raifeld
		Title: Chief Executive Officer