Amendment: SEC Form SCHEDULE 13D/A filed by Armata Pharmaceuticals Inc.
$ARMP
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)
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Armata Pharmaceuticals, Inc. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
04216R102 (CUSIP Number) |
Innoviva, Inc. 1350 Old Bayshore Highway Suite 400, Burlingame, CA, 94010 877-202-1097 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/23/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 04216R102 |
| 1 |
Name of reporting person
Innoviva, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
55,467,459.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
83.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Includes 8,710,800 shares of Common Stock owned by the Reporting Persons.
(2) Includes 16,365,969 shares of Common Stock owned by the Reporting Persons, 10,653,847 shares of Common Stock issuable upon exercise of the warrants to purchase Common Stock beneficially owned by the Reporting Persons, and 19,736,843 shares of Common Stock issuable upon the conversion of a certain convertible loan held by the Reporting Persons (excluding any accrued interest) beneficially owned by the Reporting Persons.
(3) See Item 5.
(4) Based on 36,329,842 shares of Common Stock outstanding as of November 4, 2025, as set forth on the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025, plus 19,736,843 shares of Common Stock issuable upon the conversion of a certain convertible loan held by the Reporting Persons, excluding any accrued interest, and 10,653,847 shares of Common Stock issuable upon exercise of the warrants to purchase Common Stock beneficially owned by the Reporting Persons.
SCHEDULE 13D
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| CUSIP No. | 04216R102 |
| 1 |
Name of reporting person
Innoviva Strategic Opportunities LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
46,756,659.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
70.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Includes 16,365,969 shares of Common Stock owned by the Reporting Persons, 10,653,847 shares of Common Stock issuable upon exercise of the warrants to purchase Common Stock beneficially owned by the Reporting Persons, and 19,736,843 shares of Common Stock issuable upon the conversion of a certain convertible loan held by the Reporting Persons (excluding any accrued interest) beneficially owned by the Reporting Persons.
(2) See Item 5.
(3) Based on 36,329,842 shares of Common Stock outstanding as of November 4, 2025, as set forth on the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025, plus 19,736,843 shares of Common Stock issuable upon the conversion of a certain convertible loan held by the Reporting Persons, excluding any accrued interest, and 10,653,847 shares of Common Stock issuable upon exercise of the warrants to purchase Common Stock beneficially owned by the Reporting Persons.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value | |
| (b) | Name of Issuer:
Armata Pharmaceuticals, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
5005 MCCONNELL AVE, LOS ANGELES,
CALIFORNIA
, 90066. | |
Item 1 Comment:
This Amendment No. 14 to Schedule 13D ("Amendment No. 14") amends and supplements the initial Statement of Beneficial Ownership on Schedule 13D, as filed with the U.S. Securities and Exchange Commission (the "SEC") by Innoviva, Inc. ("Innoviva") on February 14, 2020, as amended and supplemented by Amendment No. 1 filed with the SEC on March 31, 2020 by Innoviva, as further amended and supplemented by Amendment No. 2 filed with the SEC on January 26, 2021 by Innoviva and Innoviva Strategic Opportunities LLC, a wholly-owned subsidiary of Innoviva ("Innoviva Sub"), as further amended and supplemented by Amendment No. 3 filed with the SEC on March 17, 2021 by Innoviva and Innoviva Sub, as further amended and supplemented by Amendment No. 4 filed with the SEC on April 1, 2021 by Innoviva and Innoviva Sub, as further amended and supplemented by Amendment No. 5 filed with the SEC on November 1, 2021 by Innoviva and Innoviva Sub, as further amended and supplemented by Amendment No. 6 filed with the SEC on February 11, 2022 by Innoviva and Innoviva Sub, as further amended and supplemented by Amendment No. 7 filed with the SEC on April 1, 2022, as further amended and supplemented by Amendment No. 8 filed with the SEC on January 10, 2023, as further amended and supplemented by Amendment No. 9 filed with the SEC on July 11, 2023, as further amended and supplemented by Amendment No. 10 filed with the SEC on March 4, 2024, as further amended and supplemented by Amendment No. 11 filed with the SEC on November 14, 2024, as further amended and supplemented by Amendment No. 12 filed with the SEC on March 12, 2025, as further amended and supplemented by Amendment No. 13 filed with the SEC on August 12, 2025 (the "Schedule 13D"), with respect to shares of common stock, $0.01 par value per share ("Common Stock") of Armata Pharmaceuticals, Inc., a Washington corporation (the "Issuer"), warrants to acquire additional shares of Common Stock of the Issuer ("Warrants"), and secured convertible debt convertible into Common Stock of the Issuer. Innoviva and Innoviva Sub (collectively, the "Reporting Persons") are filing this amendment to reflect (i) the extension of the maturity date, and certain other amendments, under each of (a) the Convertible Credit Agreement, (b) the July 2023 Credit Agreement, (c) the March 2024 Credit Agreement and (d) the March 2025 Credit Agreement, (ii) the extension of the expiration date under each of (a) the January 2021 Warrant, (b) the March 2021 Warrant, (c) the February 2022 Warrant and (d) the March 2022 Warrant, and (iii) the extension of the expiration date under the Second A&R Voting Agreement (each as defined below).
Except as specifically amended and supplemented by this Amendment No. 14, the Schedule 13D (as amended) remains in full force and effect. | ||
| Item 4. | Purpose of Transaction | |
Item 4 in Schedule 13D is hereby supplemented as follows:
On January 23, 2026, the Issuer and Innoviva Sub entered into an amendment to each of (i) the secured convertible credit and security agreement, dated as of January 10, 2023, by and among the Issuer, Innoviva Sub and the other parties thereto (as amended, the "Convertible Credit Agreement" and such amendment, the "Fifth Amendment to Convertible Credit Agreement"), which Fifth Amendment to Convertible Credit Agreement extended the maturity date of the Convertible Credit Agreement to June 1, 2027 and amended and restated certain definitions in their entirety; (ii) the credit and security agreement, dated as of July 10, 2023, by and among the Issuer, Innoviva Sub and the other parties thereto (as amended, the "July 2023 Credit Agreement" and such amendment, the "Fourth Amendment to July 2023 Credit Agreement"), which Fourth Amendment to July 2023 Credit Agreement extended the maturity date of the July 2023 Credit Agreement to June 1, 2027 and amended and restated certain definitions in their entirety; (iii) the credit and security agreement, dated as of March 4, 2024, by and among the Issuer, Innoviva Sub and the other parties thereto (as amended, the "March 2024 Credit Agreement" and such amendment, the "Second Amendment to March 2024 Credit Agreement"), which Second Amendment to March 2024 Credit Agreement extended the maturity date of the March 2024 Credit Agreement to June 1, 2027 and amended and restated certain definitions in their entirety; and (iv) the credit and security agreement, dated as of March 12, 2025, by and among the Issuer, Innoviva Sub and the other parties thereto (as amended, the "March 2025 Credit Agreement" and such amendment, the "First Amendment to March 2025 Credit Agreement"), which First Amendment to March 2025 Credit Agreement extended the maturity date of the March 2025 Credit Agreement to June 1, 2027 and amended and restated certain definitions in their entirety.
On January 23, 2026, the Issuer and Innoviva Sub entered into an amendment ("Amendment No. 1 to the Warrants") to each of (i) the warrant certificate, dated as of January 26, 2021, issued by the Issuer in favor of Innoviva Sub (as amended, the "January 2021 Warrant"); (ii) the warrant certificate, dated as of March 17, 2021, issued by the Issuer in favor of Innoviva Sub (as amended, the "March 2021 Warrant"); (iii) the warrant certificate, dated as of February 9, 2022, issued by the Issuer in favor of Innoviva Sub (the "February 2022 Warrant"); and (iv) the warrant certificate, dated as of March 31, 2022, issued by the Issuer in favor of Innoviva Sub (the "March 2022 Warrant", and together with the January 2021 Warrant, the March 2021 Warrant and the February 2022 Warrant, the "Warrants", and each, a "Warrant"), which Amendment No. 1 to the Warrants extended the expiration of each Warrant to January 26, 2031.
On January 23, 2026, the Issuer, Innoviva and Innoviva Sub entered into an amendment to the Second Amended and Restated Voting Agreement, dated as of February 9, 2022, by and among the Issuer, Innoviva and Innoviva Sub (as amended, the "Second A&R Voting Agreement" and such amendment, "Amendment No. 2 to the Second A&R Voting Agreement"), which Amendment No. 2 to the Second A&R Voting Agreement amended and restated the definition of "Expiration Date" to mean the earlier of (i) January 26, 2031 or (ii) approval by the U.S. Food and Drug Administration of any product candidates of the Issuer for marketing and commercial distribution.
On the date of this Amendment No. 14, the Reporting Persons collectively own 25,076,769 shares of Common Stock of the Issuer, warrants to acquire an additional 10,653,847 shares of Common Stock of the Issuer, and the right to acquire an additional 19,736,843 shares of Common Stock of the Issuer upon conversion of the convertible loan (excluding any accrued interest). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 in Schedule 13D is hereby supplemented as follows:
As of the date of filing of this Amendment No. 14, the Reporting Persons collectively may be deemed to have beneficial ownership of 55,467,459 shares of Common Stock, representing approximately 83.1% of the outstanding shares of Common Stock of the Issuer as of the date of this Amendment No. 14 to Schedule 13D, based on 36,329,842 shares of Common Stock outstanding as of November 4, 2025, as set forth on the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025, plus 19,736,843 shares of Common Stock issuable upon the conversion of a certain convertible loan held by the Reporting Persons (excluding any accrued interest) and 10,653,847 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 this Schedule 13D (as amended), the Reporting Persons did not acquire or sell any shares of Common Stock or other securities of the Issuer during the last 60 days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 in Schedule 13D is hereby supplemented as follows:
On January 23, 2026, the Issuer and Innoviva Sub entered into the Fifth Amendment to Convertible Credit Agreement, the Fourth Amendment to July 2023 Credit Agreement, the Second Amendment to March 2024 Credit Agreement and the First Amendment to March 2025 Credit Agreement, pursuant to which certain definitions were amended and restated in their entirety and the maturity dates of the Convertible Credit Agreement, the July 2023 Credit Agreement, the March 2024 Credit Agreement and the March 2025 Credit Agreement, respectively, were extended to June 1, 2027.
On January 23, 2026, the Issuer and Innoviva Sub entered into Amendment No. 1 to the Warrants, pursuant to which the expiration date of each Warrant was extended to January 26, 2031.
On January 23, 2026, the Issuer, Innoviva and Innoviva Sub entered into Amendment No. 2 to the Second A&R Voting Agreement, pursuant to which the definition of "Expiration Date" was amended and restated to mean the earlier of (i) January 26, 2031 or (ii) approval by the U.S. Food and Drug Administration of any product candidates of the Issuer for marketing and commercial distribution.
The foregoing descriptions of the terms of the (i) Fifth Amendment to Convertible Credit Agreement, (ii) the Fourth Amendment to July 2023 Credit Agreement, (iii) the Second Amendment to March 2024 Credit Agreement, (iv) the First Amendment to March 2025 Credit Agreement, (v) Amendment No. 1 to the Warrants and (vi) Amendment No. 2 to the Second A&R Voting Agreement do not purport to be complete and are qualified in their entirety by the full texts of such agreements, copies of which are filed as Exhibit 10.4, 10.3, 10.2, 10.1, 4.1 and 10.5, respectively, to the Issuer's Current Report on Form 8-K filed with the SEC on January 26, 2026 | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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