8-K
Armata Pharmaceuticals, Inc. (ARMP)
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofThe Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 26, 2026
ARMATA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Washington | 001-37544 | 91-1549568 |
|---|---|---|
| (State or other jurisdiction of<br><br> incorporation) | (Commission File Number) | (IRS Employer<br><br> Identification No.) |
| 5005 McConnell Avenue<br><br> Los Angeles , California | 90066 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(310) 655-2928
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<br> of each class | Trading<br> symbol | Name<br> of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | 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 ¨
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. ¨
| Item 1.01 | Entry into a Material Definitive Agreement |
|---|
Amendments to Existing Credit Agreements
On January 23, 2026, Armata Pharmaceuticals, Inc. (the “Company”) entered into amendments (collectively, the “Credit Agreement Amendments”) to four existing credit agreements, each as previously amended, with Innoviva Strategic Opportunities LLC (“Innoviva Sub”), a wholly owned subsidiary of Innoviva, Inc., a principal shareholder of the Company (“Innoviva”). The Credit Agreement Amendments extend the maturity date to June 1, 2027 under each of the following agreements: (i) that certain credit and security agreement, dated as of March 12, 2025 (the “First Amendment to March 2025 Credit Agreement”), by and among the Company, as borrower, Innoviva Sub, as lender, and certain domestic subsidiaries of the Company, as guarantors; (ii) that certain credit and security agreement, dated as of March 4, 2024 (the “Second Amendment to March 2024 Credit Agreement”), by and among the Company, as borrower, Innoviva Sub, as lender, and certain domestic subsidiaries of the Company, as guarantors; (iii) that certain credit and security agreement, dated as of July 10, 2023 (the “Fourth Amendment to July 2023 Credit Agreement”), by and among the Company, as borrower, Innoviva Sub, as lender, and certain domestic subsidiaries of the Company, as guarantors; and (iv) that certain secured convertible credit and security agreement, dated as of January 10, 2023 (the “Fifth Amendment to January 2023 Credit Agreement”), by and among the Company, as borrower, Innoviva Sub, as lender, and certain domestic subsidiaries of the Company, as guarantors.
The foregoing description of the Credit Agreement Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement Amendments, which are filed as Exhibits 10.1, 10.2, 10.3, and 10.4 to this Current Report on Form 8-K and incorporated herein by reference.
Amendment to Outstanding Warrants
On January 23, 2026, the Company and Innoviva Sub entered into an amendment (the “Warrant Amendment”) to four outstanding warrant certificates previously issued by the Company to Innoviva Sub. The Warrant Amendment extends the expiration date of each of the following warrants to January 26, 2031: (i) that certain Warrant Certificate, originally issued on February 9, 2022, evidencing warrants to purchase 1,807,396 shares of common stock; (ii) that certain Warrant Certificate, originally issued on March 31, 2022, evidencing warrants to purchase 2,692,604 shares of common stock; (iii) that certain Warrant Certificate, originally issued on January 26, 2021, evidencing warrants to purchase 1,867,912 shares of common stock; and (iv) that certain Warrant Certificate, originally issued on March 17, 2021, evidencing warrants to purchase 4,285,935 shares of common stock.
The foregoing description of the Warrant Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant Amendment, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Amendment to Voting Agreement
In conjunction with the Credit Agreement Amendments and Warrant Amendment, on January 23, 2026, the Company, Innoviva and Innoviva Sub entered into an amendment (the “Voting Agreement Amendment”) to that certain Second Amended and Restated Voting Agreement, dated February 9, 2022, by and among the Company, Innoviva and Innoviva Sub (as amended, restated or otherwise modified from time to time, the “Voting Agreement”). The Voting Agreement Amendment modifies the expiration date under the Voting Agreement to be the earlier to occur of: (i) January 26, 2031 or (ii) approval by the U.S. Food and Drug Administration of any of the product candidates of the Company for marketing and commercial distribution.
The foregoing description of the Voting Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement Amendment, which is filed as Exhibit 10.5 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 4.1 | Warrant Amendment, dated January 23, 2026. |
| 10.1 | First Amendment to March 2025 Credit Agreement, dated January 23, 2026. |
| 10.2 | Second Amendment to March 2024 Credit Agreement, dated January 23, 2026. |
| 10.3 | Fourth Amendment to July 2023 Credit Agreement, dated January 23, 2026. |
| 10.4 | Fifth Amendment to January 2023 Credit Agreement, dated January 23, 2026. |
| 10.5 | Voting Agreement Amendment, dated January 23, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: January 26, 2026 | Armata Pharmaceuticals, Inc. | |
|---|---|---|
| By: | /s/ David House | |
| Name: | David House | |
| Title: | Senior Vice President, Finance and Principal Financial Officer |
Exhibit 4.1
AmendmentNO. 1
toTHE
WARRANTs
This Amendment No. 1, dated as of January 23, 2026 (this “Amendment”), to (i) that certain Warrant Certificate, dated as of January 26, 2021, issued by Armata Pharmaceuticals, Inc., a Washington corporation (the “Company”), in favor of Innoviva Strategic Opportunities LLC, a Delaware limited liability company (the “Holder”) and a wholly-owned subsidiary of Innoviva, Inc., a Delaware corporation (the “January 2021 Warrant”), (ii) that certain Warrant Certificate, dated as of March 17, 2021, issued by the Company in favor of the Holder (the “March 2021Warrant”), (iii) that certain Warrant Certificate, dated as of February 9, 2022, issued by the Company in favor of the Holder (the “February 2022 Warrant”), and (iv) that certain Warrant Certificate, dated as of March 31, 2022, issued by the Company in favor of the Holder (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”) is entered into by and between the Company and the Holder.
WHEREAS, “Time of Expiry” in the January 2021 Warrant is defined as “at any time or times prior to 5:00 p.m. (New York time) on January 26, 2026”;
WHEREAS, “Time of Expiry” in the March 2021 Warrant is defined as “at any time or times prior to 5:00 p.m. (New York time) on March 17, 2026”;
WHEREAS, “Time of Expiry” in the February 2022 Warrant is defined as “at any time or times prior to 5:00 p.m. (New York time) on February 9, 2027”;
WHEREAS, “Time of Expiry” in the March 2022 Warrant is defined as “at any time or times prior to 5:00 p.m. (New York time) on March 31, 2027”; and
WHEREAS, the Company and the Holder desire to amend each Warrant pursuant to Section 11 of each Warrant.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Warrants.
2. Amendment to the Warrants. Effective as of the date of this Amendment, the Warrants shall be amended as follows:
(a) Each of the Warrants is hereby amended by replacing the definition of “Time of Expiry” in its entirety with the following:
““Time ofExpiry” means 5:00 p.m. (New York time) on January 26, 2031.”
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(b) The legend appearing at the top of the January 2021 Warrant and each other reference therein to “5:00 p.m. (New York time) on January 26, 2026” is hereby amended to refer instead to “5:00 p.m. (New York time) on January 26, 2031.”
(c) The legend appearing at the top of the March 2021 Warrant and each other reference therein to “5:00 p.m. (New York time) on March 17, 2026” is hereby amended to refer instead to “5:00 p.m. (New York time) on January 26, 2031.”
(d) The legend appearing at the top of the February 2022 Warrant and each other reference therein to “5:00 p.m. (New York time) on February 9, 2027” is hereby amended to refer instead to “5:00 p.m. (New York time) on January 26, 2031.”
(e) The legend appearing at the top of the March 2022 Warrant and each other reference therein to “5:00 p.m. (New York time) on March 31, 2027” is hereby amended to refer instead to “5:00 p.m. (New York time) on January 26, 2031.”
3. Miscellaneous.
(a) Except as expressly amended hereby, the Warrants shall continue in full force and effect in accordance with the provisions thereof, and the Warrants are in all respects hereby ratified, confirmed and preserved. This Amendment and all its provisions shall be deemed a part of the Warrants in the manner and to the extent herein provided.
(b) This Amendment shall be subject to the general provisions contained in the Warrants, which are hereby incorporated by reference herein, mutatismutandis.
(c) This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Signatures to this Amendment transmitted by facsimile transmission, by electronic mail in PDF form, or by any other electronic means designed to preserve the original graphic and pictorial appearance of a document, will be deemed to have the same effect as physical delivery of the paper document bearing the original signatures.
[Signature Page Follows]
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IN WITNESS WHEREOF, this Amendment to the Warrants has been executed for and on behalf of the undersigned as of the date set forth above.
| COMPANY: | |
|---|---|
| ARMATA PHARMACEUTICALS, INC. | |
| By: | /s/ Deborah L. Birx |
| Name: Deborah L. Birx, M.D. | |
| Title: Chief Executive Officer | |
| HOLDER: | |
| --- | --- |
| INNOVIVA STRATEGIC OPPORTUNITIES LLC | |
| By:<br> Innoviva, Inc. (its managing member) | |
| By: | /s/ Pavel Raifeld |
| Name: Pavel Raifeld | |
| Title: Chief Executive Officer |
[Signature Page to Amendment No. 1 to the Warrants]
Exhibit 10.1
FIRST AMENDMENT TO
CREDIT AND SECURITY AGREEMENT
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT, dated as of January 23, 2026 (this “Amendment”), by and among Armata Pharmaceuticals, Inc., a Washington corporation (the “Borrower”), each Guarantor from time to time party to the Credit Agreement (as defined below) (the “Guarantors” and, together with the Borrower, the “Loan Parties”) and Innoviva Strategic Opportunities LLC, a Delaware limited liability company, or an affiliate thereof (the “Lender”).
W I T N E S S E T H:
WHEREAS, the Loan Parties and the Lender have entered into that certain Credit and Security Agreement, dated as of March 12, 2025 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) (capitalized terms not otherwise defined in this Amendment have the same meanings assigned thereto in the Credit Agreement).
WHEREAS, the Borrower and the Lender have agreed to amend the Credit Agreement, pursuant to, and in accordance with, Section 11.02 of the Credit Agreement in order to effect the amendments set forth herein, to be deemed effective on the Amendment Effective Date (as defined below).
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendment to Credit Agreement.
(a) The definition of “Maturity Date” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
““Maturity Date” means June 1, 2027.”
(b) Clause (o) of the definition of “Permitted Liens” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“(o) Liens securing any and all Indebtedness permitted pursuant to clause (l) of the definition of Permitted Indebtedness;”
(c) The definition of “Permitted Specified Liens” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
““Permitted Specified Liens” means Permitted Liens described in clauses (a), (b), (c) and (l) of the definition of Permitted Liens, and, solely in the case of Section 6.01(b)(i), including clauses (f), (g) and (h) of the definition of Permitted Liens.”
SECTION 2. Representations and Warranties. Each of the Loan Parties hereby represents and warrants on the Amendment Effective Date that:
(a) Each of the Loan Parties (i) is a corporation, limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrower, to make the borrowings hereunder, and to execute and deliver this Amendment, and to consummate the transactions contemplated thereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction other than the state or jurisdiction of its organization in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect. The Borrower and its Subsidiaries have obtained, and are in compliance with, all licenses, permits, approvals and other authorizations necessary for the operation of their business.
(b) The execution, delivery and performance by each Loan Party of this Amendment, (i) has been duly authorized by all necessary action, (ii) does not and will not contravene (A) any of its Governing Documents, (B) any applicable Requirement of Law or (C) any Contractual Obligation binding on or otherwise affecting it or any of its properties, (iii) does not and will not result in or require the creation of any Lien (other than pursuant to this Amendment) upon or with respect to any of its properties, except, in the case of clause (ii)(C), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.
(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required in connection with the due execution, delivery and performance by any Loan Party of this Amendment other than any authorization, approval, notice or filing or other action as has been previously been obtained or taken and remains in full force and effect on the Amendment Effective Date.
(d) This Amendment is a legal, valid and binding obligation of each Loan Party, enforceable against each, such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.
(e) The representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement and any other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date.
SECTION 3. Conditions of Effectiveness of this Amendment. This Amendment shall become effective as of the date on which the following conditions shall have been satisfied (or waived) (the “Amendment Effective Date”):
(a) the Lender (or its counsel) shall have received counterparts to this Amendment, duly executed by the Borrower and the other Loan Parties; and
(b) the Borrower shall have paid or shall pay on the Amendment Effective Date all costs, fees and expenses required to be paid pursuant to Section 7 hereof and Section 11.04 of the Credit Agreement, including, without limitation, fees and expenses of Willkie Farr & Gallagher LLP, counsel to the Lender.
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SECTION 4. Reference to and Effect on the Credit Agreement and the other Loan Documents.
(a) On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment.
(b) The Credit Agreement, as specifically amended by this Amendment, and each of the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lender under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the Amendment Effective Date, this Amendment shall for all purposes constitute a Loan Document.
(d) This Amendment shall not extinguish the Loans or any other Obligations outstanding under the Credit Agreement. Nothing contained herein shall be construed as a substitution or novation of the Loans or any other Obligations outstanding under the Credit Agreement, which shall remain outstanding after the Amendment Effective Date as modified hereby.
(e) The Loan Parties expressly acknowledge and agree that (i) there has not been, and this Amendment does not constitute or establish, a novation with respect to the Credit Agreement or any other Loan Document, or a mutual departure from the strict terms, provisions, and conditions thereof and (ii) nothing in this Amendment shall affect or limit the Lender’s right to demand payment of liabilities owing from the Loan Parties to the Lender under, or to demand strict performance of the terms, provisions and conditions of, the Credit Agreement and the other Loan Documents, to exercise any and all rights, powers, and remedies under the Credit Agreement or the other Loan Documents or at law or in equity, or to do any and all of the foregoing, immediately at any time after the occurrence and continuance of an Event of Default under the Credit Agreement or the other Loan Documents.
SECTION 5. Reaffirmation. Each Loan Party hereby reaffirms its obligations under the Credit Agreement and each other Loan Document to which it is a party, in each case as amended by this Amendment and acknowledges and agrees that the grants of security interests by and the guarantees of the Loan Parties contained in the Loan Documents are, and shall remain, in full force and effect immediately after giving effect to this Amendment.
SECTION 6. Execution in Counterparts; Electronic Signatures. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by facsimile or other electronic imaging means), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile or other electronic transmission (e.g. “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart hereof. The words “execution”, “execute”, “signed”, “signature” and words of like import in or related to this Amendment or any other document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Lender, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Lender is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Lender pursuant to procedures approved by it.
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SECTION 7. Costs and Expenses. The Borrower agrees to reimburse the Lender for its reasonable out of pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Willkie Farr & Gallagher LLP, counsel for the Lender, in each case, to the extent that an invoice that sets forth such costs and expense in reasonable detail has been provided to the Borrower in accordance with Section 11.04 of the Credit Agreement.
SECTION 8. Governing Law; Consent to Jurisdiction; Service of Process and Venue; Waiver of Jury Trial, Etc. The provisions of Sections 11.09 (GOVERNING LAW), 11.10 (CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE) and 11.11 (WAIVER OF JURY TRIAL, ETC.) of the Credit Agreement are hereby incorporated in this Amendment, mutatis mutandis, and shall have the same effect as if this Amendment were a part of the Credit Agreement.
SECTION 9. Headings. The section headings used in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose, be given any substantive effect, affect the construction hereof or be taken into consideration in the interpretation hereof.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective signatories thereunto duly authorized, as of the date first above written.
| ARMATA PHARMACEUTICALS, INC., | |
|---|---|
| as Borrower | |
| By: | /s/ Deborah Birx |
| Name: | Deborah Birx, M.D. |
| Title: | Chief Executive Officer |
| C3J THERAPEUTICS, INC, | |
| as Guarantor | |
| By: | /s/ Deborah Birx |
| Name: | Deborah Birx, M.D. |
| Title: | Chief Executive Officer |
| C3 JIAN, LLC, | |
| as Guarantor | |
| By: C3J Therapeutics, Inc | |
| Its: Sole Manager | |
| By: | /s/ Deborah Birx |
| Name: | Deborah Birx, M.D. |
| Title: | Chief Executive Officer |
[Signature Page to First Amendment to Credit and Security Agreement]
| INNOVIVA STRATEGIC OPPORTUNITIES LLC, | |
|---|---|
| as Lender | |
| By: Innoviva, Inc. (its managing member) | |
| By: | /s/ Pavel Raifeld |
| Name: | Pavel Raifeld |
| Title: | Chief Executive Officer |
[Signature Page to First Amendment to Credit and Security Agreement]
Exhibit 10.2
SECOND AMENDMENT TO
CREDIT AND SECURITY AGREEMENT
SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT, dated as of January 23, 2026 (this “Amendment”), by and among Armata Pharmaceuticals, Inc., a Washington corporation (the “Borrower”), each Guarantor from time to time party to the Credit Agreement (as defined below) (the “Guarantors” and, together with the Borrower, the “Loan Parties”) and Innoviva Strategic Opportunities LLC, a Delaware limited liability company, or an affiliate thereof (the “Lender”).
W I T N E S S E T H:
WHEREAS, the Loan Parties and the Lender have entered into that certain Credit and Security Agreement, dated as of March 4, 2024 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) (capitalized terms not otherwise defined in this Amendment have the same meanings assigned thereto in the Credit Agreement).
WHEREAS, the Borrower and the Lender have agreed to amend the Credit Agreement, pursuant to, and in accordance with, Section 11.02 of the Credit Agreement in order to effect the amendments set forth herein, to be deemed effective on the Amendment Effective Date (as defined below).
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendment to Credit Agreement.
(a) The definition of “Maturity Date” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
““Maturity Date” means June 1, 2027.”
(b) Clause (o) of the definition of “Permitted Liens” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“(o) Liens securing any and all Indebtedness permitted pursuant to clause (l) of the definition of Permitted Indebtedness;”
(c) The definition of “Permitted Specified Liens” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
““Permitted Specified Liens” means Permitted Liens described in clauses (a), (b), (c) and (l) of the definition of Permitted Liens, and, solely in the case of Section 6.01(b)(i), including clauses (f), (g) and (h) of the definition of Permitted Liens.”
SECTION 2. Representations and Warranties. Each of the Loan Parties hereby represents and warrants on the Amendment Effective Date that:
(a) Each of the Loan Parties (i) is a corporation, limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrower, to make the borrowings hereunder, and to execute and deliver this Amendment, and to consummate the transactions contemplated thereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction other than the state or jurisdiction of its organization in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect. The Borrower and its Subsidiaries have obtained, and are in compliance with, all licenses, permits, approvals and other authorizations necessary for the operation of their business.
(b) The execution, delivery and performance by each Loan Party of this Amendment, (i) has been duly authorized by all necessary action, (ii) does not and will not contravene (A) any of its Governing Documents, (B) any applicable Requirement of Law or (C) any Contractual Obligation binding on or otherwise affecting it or any of its properties, (iii) does not and will not result in or require the creation of any Lien (other than pursuant to this Amendment) upon or with respect to any of its properties, except, in the case of clause (ii)(C), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.
(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required in connection with the due execution, delivery and performance by any Loan Party of this Amendment other than any authorization, approval, notice or filing or other action as has been previously been obtained or taken and remains in full force and effect on the Amendment Effective Date.
(d) This Amendment is a legal, valid and binding obligation of each Loan Party, enforceable against each, such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.
(e) The representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement and any other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date.
SECTION 3. Conditions of Effectiveness of this Amendment. This Amendment shall become effective as of the date on which the following conditions shall have been satisfied (or waived) (the “Amendment Effective Date”):
(a) the Lender (or its counsel) shall have received counterparts to this Amendment, duly executed by the Borrower and the other Loan Parties; and
(b) the Borrower shall have paid or shall pay on the Amendment Effective Date all costs, fees and expenses required to be paid pursuant to Section 7 hereof and Section 11.04 of the Credit Agreement, including, without limitation, fees and expenses of Willkie Farr & Gallagher LLP, counsel to the Lender.
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SECTION 4. Reference to and Effect on the Credit Agreement and the other Loan Documents.
(a) On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment.
(b) The Credit Agreement, as specifically amended by this Amendment, and each of the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lender under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the Amendment Effective Date, this Amendment shall for all purposes constitute a Loan Document.
(d) This Amendment shall not extinguish the Loans or any other Obligations outstanding under the Credit Agreement. Nothing contained herein shall be construed as a substitution or novation of the Loans or any other Obligations outstanding under the Credit Agreement, which shall remain outstanding after the Amendment Effective Date as modified hereby.
(e) The Loan Parties expressly acknowledge and agree that (i) there has not been, and this Amendment does not constitute or establish, a novation with respect to the Credit Agreement or any other Loan Document, or a mutual departure from the strict terms, provisions, and conditions thereof and (ii) nothing in this Amendment shall affect or limit the Lender’s right to demand payment of liabilities owing from the Loan Parties to the Lender under, or to demand strict performance of the terms, provisions and conditions of, the Credit Agreement and the other Loan Documents, to exercise any and all rights, powers, and remedies under the Credit Agreement or the other Loan Documents or at law or in equity, or to do any and all of the foregoing, immediately at any time after the occurrence and continuance of an Event of Default under the Credit Agreement or the other Loan Documents.
SECTION 5. Reaffirmation. Each Loan Party hereby reaffirms its obligations under the Credit Agreement and each other Loan Document to which it is a party, in each case as amended by this Amendment and acknowledges and agrees that the grants of security interests by and the guarantees of the Loan Parties contained in the Loan Documents are, and shall remain, in full force and effect immediately after giving effect to this Amendment.
SECTION 6. Execution in Counterparts; Electronic Signatures. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by facsimile or other electronic imaging means), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile or other electronic transmission (e.g. “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart hereof. The words “execution”, “execute”, “signed”, “signature” and words of like import in or related to this Amendment or any other document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Lender, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Lender is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Lender pursuant to procedures approved by it.
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SECTION 7. Costs and Expenses. The Borrower agrees to reimburse the Lender for its reasonable out of pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Willkie Farr & Gallagher LLP, counsel for the Lender, in each case, to the extent that an invoice that sets forth such costs and expense in reasonable detail has been provided to the Borrower in accordance with Section 11.04 of the Credit Agreement.
SECTION 8. Governing Law; Consent to Jurisdiction; Service of Process and Venue; Waiver of Jury Trial, Etc. The provisions of Sections 11.09 (GOVERNING LAW), 11.10 (CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE) and 11.11 (WAIVER OF JURY TRIAL, ETC.) of the Credit Agreement are hereby incorporated in this Amendment, mutatis mutandis, and shall have the same effect as if this Amendment were a part of the Credit Agreement.
SECTION 9. Headings. The section headings used in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose, be given any substantive effect, affect the construction hereof or be taken into consideration in the interpretation hereof.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective signatories thereunto duly authorized, as of the date first above written.
| ARMATA PHARMACEUTICALS, INC., | |
|---|---|
| as Borrower | |
| By: | /s/ Deborah Birx |
| Name: | Deborah Birx, M.D. |
| Title: | Chief Executive Officer |
| C3J THERAPEUTICS, INC, | |
| as Guarantor | |
| By: | /s/ Deborah Birx |
| Name: | Deborah Birx, M.D. |
| Title: | Chief Executive Officer |
| C3 JIAN, LLC, | |
| as Guarantor | |
| By: C3J Therapeutics, Inc | |
| Its: Sole Manager | |
| By: | /s/ Deborah Birx |
| Name: | Deborah Birx, M.D. |
| Title: | Chief Executive Officer |
[Signature Page to Second Amendment to Credit and Security Agreement]
| INNOVIVA STRATEGIC OPPORTUNITIES LLC, | |
|---|---|
| as Lender | |
| By: Innoviva, Inc. (its managing member) | |
| By: | /s/ Pavel Raifeld |
| Name: | Pavel Raifeld |
| Title: | Chief Executive Officer |
[Signature Page to Second Amendment to Credit and Security Agreement]
Exhibit 10.3
FOURTH AMENDMENT TO
CREDIT AND SECURITY AGREEMENT
FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT, dated as of January 23, 2026 (this “Amendment”), by and among Armata Pharmaceuticals, Inc., a Washington corporation (the “Borrower”), each Guarantor from time to time party to the Credit Agreement (as defined below) (the “Guarantors” and, together with the Borrower, the “Loan Parties”) and Innoviva Strategic Opportunities LLC, a Delaware limited liability company, or an affiliate thereof (the “Lender”).
W I T N E S S E T H:
WHEREAS, the Loan Parties and the Lender have entered into that certain Credit and Security Agreement, dated as of July 10, 2023 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) (capitalized terms not otherwise defined in this Amendment have the same meanings assigned thereto in the Credit Agreement).
WHEREAS, the Borrower and the Lender have agreed to amend the Credit Agreement, pursuant to, and in accordance with, Section 11.02 of the Credit Agreement in order to effect the amendments set forth herein, to be deemed effective on the Amendment Effective Date (as defined below).
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendment to Credit Agreement.
(a) The definition of “Maturity Date” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
““Maturity Date” means June 1, 2027.”
(b) Clause (o) of the definition of “Permitted Liens” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“(o) Liens securing any and all Indebtedness permitted pursuant to clause (l) of the definition of Permitted Indebtedness;”
(c) The definition of “Permitted Specified Liens” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
““Permitted Specified Liens” means Permitted Liens described in clauses (a), (b), (c) and (l) of the definition of Permitted Liens, and, solely in the case of Section 6.01(b)(i), including clauses (f), (g) and (h) of the definition of Permitted Liens.”
SECTION 2. Representations and Warranties. Each of the Loan Parties hereby represents and warrants on the Amendment Effective Date that:
(a) Each of the Loan Parties (i) is a corporation, limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrower, to make the borrowings hereunder, and to execute and deliver this Amendment, and to consummate the transactions contemplated thereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction other than the state or jurisdiction of its organization in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect. The Borrower and its Subsidiaries have obtained, and are in compliance with, all licenses, permits, approvals and other authorizations necessary for the operation of their business.
(b) The execution, delivery and performance by each Loan Party of this Amendment, (i) has been duly authorized by all necessary action, (ii) does not and will not contravene (A) any of its Governing Documents, (B) any applicable Requirement of Law or (C) any Contractual Obligation binding on or otherwise affecting it or any of its properties, (iii) does not and will not result in or require the creation of any Lien (other than pursuant to this Amendment) upon or with respect to any of its properties, except, in the case of clause (ii)(C), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.
(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required in connection with the due execution, delivery and performance by any Loan Party of this Amendment other than any authorization, approval, notice or filing or other action as has been previously been obtained or taken and remains in full force and effect on the Amendment Effective Date.
(d) This Amendment is a legal, valid and binding obligation of each Loan Party, enforceable against each, such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.
(e) The representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement and any other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date.
SECTION 3. Conditions of Effectiveness of this Amendment. This Amendment shall become effective as of the date on which the following conditions shall have been satisfied (or waived) (the “Amendment Effective Date”):
(a) the Lender (or its counsel) shall have received counterparts to this Amendment, duly executed by the Borrower and the other Loan Parties; and
(b) the Borrower shall have paid or shall pay on the Amendment Effective Date all costs, fees and expenses required to be paid pursuant to Section 7 hereof and Section 11.04 of the Credit Agreement, including, without limitation, fees and expenses of Willkie Farr & Gallagher LLP, counsel to the Lender.
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SECTION 4. Reference to and Effect on the Credit Agreement and the other Loan Documents.
(a) On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment.
(b) The Credit Agreement, as specifically amended by this Amendment, and each of the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lender under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the Amendment Effective Date, this Amendment shall for all purposes constitute a Loan Document.
(d) This Amendment shall not extinguish the Loans or any other Obligations outstanding under the Credit Agreement. Nothing contained herein shall be construed as a substitution or novation of the Loans or any other Obligations outstanding under the Credit Agreement, which shall remain outstanding after the Amendment Effective Date as modified hereby.
(e) The Loan Parties expressly acknowledge and agree that (i) there has not been, and this Amendment does not constitute or establish, a novation with respect to the Credit Agreement or any other Loan Document, or a mutual departure from the strict terms, provisions, and conditions thereof and (ii) nothing in this Amendment shall affect or limit the Lender’s right to demand payment of liabilities owing from the Loan Parties to the Lender under, or to demand strict performance of the terms, provisions and conditions of, the Credit Agreement and the other Loan Documents, to exercise any and all rights, powers, and remedies under the Credit Agreement or the other Loan Documents or at law or in equity, or to do any and all of the foregoing, immediately at any time after the occurrence and continuance of an Event of Default under the Credit Agreement or the other Loan Documents.
SECTION 5. Reaffirmation. Each Loan Party hereby reaffirms its obligations under the Credit Agreement and each other Loan Document to which it is a party, in each case as amended by this Amendment and acknowledges and agrees that the grants of security interests by and the guarantees of the Loan Parties contained in the Loan Documents are, and shall remain, in full force and effect immediately after giving effect to this Amendment.
SECTION 6. Execution in Counterparts; Electronic Signatures. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by facsimile or other electronic imaging means), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile or other electronic transmission (e.g. “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart hereof. The words “execution”, “execute”, “signed”, “signature” and words of like import in or related to this Amendment or any other document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Lender, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Lender is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Lender pursuant to procedures approved by it.
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SECTION 7. Costs and Expenses. The Borrower agrees to reimburse the Lender for its reasonable out of pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Willkie Farr & Gallagher LLP, counsel for the Lender, in each case, to the extent that an invoice that sets forth such costs and expense in reasonable detail has been provided to the Borrower in accordance with Section 11.04 of the Credit Agreement.
SECTION 8. Governing Law; Consent to Jurisdiction; Service of Process and Venue; Waiver of Jury Trial, Etc. The provisions of Sections 11.09 (GOVERNING LAW), 11.10 (CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE) and 11.11 (WAIVER OF JURY TRIAL, ETC.) of the Credit Agreement are hereby incorporated in this Amendment, mutatis mutandis, and shall have the same effect as if this Amendment were a part of the Credit Agreement.
SECTION 9. Headings. The section headings used in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose, be given any substantive effect, affect the construction hereof or be taken into consideration in the interpretation hereof.
[Signature Pages Follow]
4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective signatories thereunto duly authorized, as of the date first above written.
| ARMATA PHARMACEUTICALS, INC., | |
|---|---|
| as Borrower | |
| By: | /s/ Deborah Birx |
| Name: | Deborah Birx, M.D. |
| Title: | Chief Executive Officer |
| C3J THERAPEUTICS, INC, | |
| as Guarantor | |
| By: | /s/ Deborah Birx |
| Name: | Deborah Birx, M.D. |
| Title: | Chief Executive Officer |
| C3 JIAN, LLC, | |
| as Guarantor | |
| By: C3J Therapeutics, Inc | |
| Its: Sole Manager | |
| By: | /s/ Deborah Birx |
| Name: | Deborah Birx, M.D. |
| Title: | Chief Executive Officer |
[Signature Page to Fourth Amendment to Credit and Security Agreement]
| INNOVIVA STRATEGIC OPPORTUNITIES LLC, | |
|---|---|
| as Lender | |
| By: Innoviva, Inc. (its managing member) | |
| By: | /s/ Pavel Raifeld |
| Name: | Pavel Raifeld |
| Title: | Chief Executive Officer |
[Signature Page to Fourth Amendment to Credit and Security Agreement]
Exhibit 10.4
FIFTH AMENDMENT TO SECURED CONVERTIBLE
CREDIT AND SECURITY AGREEMENT
FIFTH AMENDMENT TO SECURED CONVERTIBLE CREDIT AND SECURITY AGREEMENT, dated as of January 23, 2026 (this “Amendment”), by and among Armata Pharmaceuticals, Inc., a Washington corporation (the “Borrower”), each Guarantor from time to time party to the Credit Agreement (as defined below) (the “Guarantors” and, together with the Borrower, the “Loan Parties”) and Innoviva Strategic Opportunities LLC, a Delaware limited liability company, or an affiliate thereof (the “Lender”).
W I T N E S S E T H:
WHEREAS, the Loan Parties and the Lender have entered into that certain Secured Convertible Credit and Security Agreement, dated as of January 10, 2023 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) (capitalized terms not otherwise defined in this Amendment have the same meanings assigned thereto in the Credit Agreement).
WHEREAS, the Borrower and the Lender have agreed to amend the Credit Agreement, pursuant to, and in accordance with, Section 11.02 of the Credit Agreement in order to effect the amendments set forth herein, to be deemed effective on the Amendment Effective Date (as defined below).
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the parties hereto hereby agree as follows:
**SECTION 1.**Amendment to Credit Agreement.
(a) The definition of “Maturity Date” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
““Maturity Date” means June 1, 2027.”
(b) Clause (o) of the definition of “Permitted Liens” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“(o) Liens securing any and all Indebtedness permitted pursuant to clause (l) of the definition of Permitted Indebtedness;”
(c) The definition of “Permitted Specified Liens” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
““Permitted Specified Liens” means Permitted Liens described in clauses (a), (b), (c) and (l) of the definition of Permitted Liens, and, solely in the case of Section 6.01(b)(i), including clauses (f), (g) and (h) of the definition of Permitted Liens.”
**SECTION 2.**Representations and Warranties. Each of the Loan Parties hereby represents and warrants on the Amendment Effective Date that:
(a) Each of the Loan Parties (i) is a corporation, limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrower, to make the borrowings hereunder, and to execute and deliver this Amendment, and to consummate the transactions contemplated thereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction other than the state or jurisdiction of its organization in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect. The Borrower and its Subsidiaries have obtained, and are in compliance with, all licenses, permits, approvals and other authorizations necessary for the operation of their business.
(b) The execution, delivery and performance by each Loan Party of this Amendment, (i) has been duly authorized by all necessary action, (ii) does not and will not contravene (A) any of its Governing Documents, (B) any applicable Requirement of Law or (C) any Contractual Obligation binding on or otherwise affecting it or any of its properties, (iii) does not and will not result in or require the creation of any Lien (other than pursuant to this Amendment) upon or with respect to any of its properties, except, in the case of clause (ii)(C), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.
(c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required in connection with the due execution, delivery and performance by any Loan Party of this Amendment other than any authorization, approval, notice or filing or other action as has been previously been obtained or taken and remains in full force and effect on the Amendment Effective Date.
(d) This Amendment is a legal, valid and binding obligation of each Loan Party, enforceable against each, such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.
(e) The representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement and any other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date.
**SECTION 3.**Conditions of Effectiveness of this Amendment. This Amendment shall become effective as of the date on which the following conditions shall have been satisfied (or waived) (the “Amendment Effective Date”):
(a) the Lender (or its counsel) shall have received counterparts to this Amendment, duly executed by the Borrower and the other Loan Parties; and
(b) the Borrower shall have paid or shall pay on the Amendment Effective Date all costs, fees and expenses required to be paid pursuant to Section 7 hereof and Section 11.04 of the Credit Agreement, including, without limitation, fees and expenses of Willkie Farr & Gallagher LLP, counsel to the Lender.
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**SECTION 4.**Reference to and Effect on the Credit Agreement and the other Loan Documents.
(a) On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment.
(b) The Credit Agreement, as specifically amended by this Amendment, and each of the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lender under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the Amendment Effective Date, this Amendment shall for all purposes constitute a Loan Document.
(d) This Amendment shall not extinguish the Loans or any other Obligations outstanding under the Credit Agreement. Nothing contained herein shall be construed as a substitution or novation of the Loans or any other Obligations outstanding under the Credit Agreement, which shall remain outstanding after the Amendment Effective Date as modified hereby.
(e) The Loan Parties expressly acknowledge and agree that (i) there has not been, and this Amendment does not constitute or establish, a novation with respect to the Credit Agreement or any other Loan Document, or a mutual departure from the strict terms, provisions, and conditions thereof and (ii) nothing in this Amendment shall affect or limit the Lender’s right to demand payment of liabilities owing from the Loan Parties to the Lender under, or to demand strict performance of the terms, provisions and conditions of, the Credit Agreement and the other Loan Documents, to exercise any and all rights, powers, and remedies under the Credit Agreement or the other Loan Documents or at law or in equity, or to do any and all of the foregoing, immediately at any time after the occurrence and continuance of an Event of Default under the Credit Agreement or the other Loan Documents.
**SECTION 5.**Reaffirmation. Each Loan Party hereby reaffirms its obligations under the Credit Agreement and each other Loan Document to which it is a party, in each case as amended by this Amendment and acknowledges and agrees that the grants of security interests by and the guarantees of the Loan Parties contained in the Loan Documents are, and shall remain, in full force and effect immediately after giving effect to this Amendment.
**SECTION 6.**Execution in Counterparts; Electronic Signatures. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by facsimile or other electronic imaging means), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile or other electronic transmission (e.g. “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart hereof. The words “execution”, “execute”, “signed”, “signature” and words of like import in or related to this Amendment or any other document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Lender, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Lender is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Lender pursuant to procedures approved by it.
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**SECTION 7.**Costs and Expenses. The Borrower agrees to reimburse the Lender for its reasonable out of pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Willkie Farr & Gallagher LLP, counsel for the Lender, in each case, to the extent that an invoice that sets forth such costs and expense in reasonable detail has been provided to the Borrower in accordance with Section 11.04 of the Credit Agreement.
**SECTION 8.**Governing Law; Consent to Jurisdiction; Service of Process and Venue; Waiver of Jury Trial, Etc. The provisions of Sections 11.09 (GOVERNING LAW), 11.10 (CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE) and 11.11 (WAIVER OF JURY TRIAL, ETC.) of the Credit Agreement are hereby incorporated in this Amendment, mutatis mutandis, and shall have the same effect as if this Amendment were a part of the Credit Agreement.
**SECTION 9.**Headings. The section headings used in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose, be given any substantive effect, affect the construction hereof or be taken into consideration in the interpretation hereof.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective signatories thereunto duly authorized, as of the date first above written.
| ARMATA PHARMACEUTICALS, INC., | |
|---|---|
| as Borrower | |
| By: | /s/ Deborah Birx |
| Name: | Deborah Birx, M.D. |
| Title: | Chief Executive Officer |
| C3J THERAPEUTICS, INC, | |
| as Guarantor | |
| By: | /s/ Deborah Birx |
| Name: | Deborah Birx, M.D. |
| Title: | Chief Executive Officer |
| C3 JIAN, LLC, | |
| as Guarantor | |
| By: C3J Therapeutics, Inc | |
| Its: Sole Manager | |
| By: | /s/ Deborah Birx |
| Name: | Deborah Birx, M.D. |
| Title: | Chief Executive Officer |
[Signature Page to Fifth Amendment to Secured Convertible Credit and Security Agreement]
| INNOVIVA STRATEGIC OPPORTUNITIES LLC, | |
|---|---|
| as Lender | |
| By: Innoviva, Inc. (its managing member) | |
| By: | /s/ Pavel Raifeld |
| Name: | Pavel Raifeld |
| Title: | Chief Executive Officer |
[Signature Page to Fifth Amendment to Secured Convertible Credit and Security Agreement]
Exhibit 10.5
AmendmentNo. 2
toTHE
SecondAMENDED AND RESTATED voting agreement
This Amendment No. 2, dated as of January 23, 2026 (this “Amendment”), to the Second Amended and Restated Voting Agreement, dated as of February 9, 2022 (as amended, restated or otherwise modified from time to time, the “Voting Agreement”), is entered into by and among Armata Pharmaceuticals, Inc. (the “Company”), Innoviva, Inc. (“Innoviva”), and Innoviva Strategic Opportunities LLC (“Strategic Opportunities”, and together with Innoviva, the “Stockholders”).
WHEREAS, the Company and the Stockholders previously entered into that certain Amendment No. 1 to the Voting Agreement, dated as of July 10, 2023, pursuant to which the definition of “Expiration Date” was amended; and
WHEREAS, the Company and the Stockholders desire to further amend the Voting Agreement pursuant to Section 7(c) of the Voting Agreement to reflect this Amendment.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Voting Agreement.
2. Amendment to the Voting Agreement. Effective as of the date of this Amendment, the Voting Agreement shall be amended as follows:
(a) The definition of “Expiration Date” in Section 1 of the Voting Agreement shall be amended and restated in its entirety by replacing such definition with the following:
““ExpirationDate” means the earlier to occur of: (i) January 26, 2031, or (ii) approval by the U.S. Food and Drug Administration of any of the product candidates of the Company for marketing and commercial distribution.”
3. Miscellaneous.
(a) Except as expressly amended hereby, the Voting Agreement shall continue in full force and effect in accordance with the provisions thereof, and the Voting Agreement is in all respects hereby ratified, confirmed and preserved. This Amendment and all its provisions shall be deemed a part of the Voting Agreement in the manner and to the extent herein provided.
(b) This Amendment shall be subject to the general provisions contained in Section 7 of the Voting Agreement, which are hereby incorporated by reference herein, mutatis mutandis.
(c) This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Signatures to this Amendment transmitted by facsimile transmission, by electronic mail in PDF form, or by any other electronic means designed to preserve the original graphic and pictorial appearance of a document, will be deemed to have the same effect as physical delivery of the paper document bearing the original signatures.
[Signature Page Follows]
1
IN WITNESS WHEREOF, this Amendment to the Voting Agreement has been executed for and on behalf of the undersigned as of the date set forth above.
| COMPANY: | |
|---|---|
| ARMATA PHARMACEUTICALS, INC. | |
| By: | /s/ Deborah L. Birx |
| Name: Deborah L. Birx, M.D. | |
| Title: Chief Executive Officer | |
| STOCKHOLDERS: | |
| --- | --- |
| INNOVIVA, INC. | |
| By: | /s/ Pavel Raifeld |
| Name: Pavel Raifeld | |
| Title: Chief Executive Officer | |
| INNOVIVA STRATEGIC OPPORTUNITIES LLC | |
| By:<br> Innoviva, Inc. (its managing member) | |
| By: | /s/ Pavel Raifeld |
| Name: Pavel Raifeld | |
| Title: Chief Executive Officer |
[Signature Page to Amendment No. 2 to Second A&R Voting Agreement]