8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  November 4, 2021

SIGA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-23047	13-3864870
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. employer identification no.)
31 East 62nd Street
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New York,<br> New York<br><br> <br>(Address of principal executive offices)	10065<br><br> (Zip code)

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

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

  of the following provisions \(see General Instruction A.2. below\):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
common stock, $.0001 par value	SIGA	The Nasdaq Global Market

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. ☐

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Item 2.02	Results of Operations and Financial Condition

On November 4, 2021, SIGA Technologies, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the three and nine months ended September 30, 2021.

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

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

Item 9.01	Financial Statements and Exhibits

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

Exhibit<br><br> <br>No.	Description
99.1	Press Release, dated November 4, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

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

	SIGA TECHNOLOGIES, INC.
	By:	/s/ Daniel J. Luckshire
	Name:	Daniel J. Luckshire
	Title:	Chief Financial Officer
Date:  November 4, 2021

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Exhibit 99.1

SIGA Reports Financial Results for Third Quarter and Nine Months Ended September 30, 2021

• Up to Approximately $113 Million of Oral TPOXX® Targeted for Delivery to the U.S. Government in the Fourth Quarter -

• Approximately $13 Million of International Sales for the First Nine Months of 2021 -

• Corporate

        Update Conference Call Today at 4:30 PM ET
  

November 4, 2021, 4:05 pm ET

NEW YORK -- SIGA Technologies, Inc. (SIGA) (NASDAQ: SIGA), a commercial-stage pharmaceutical company, today reported financial results for the three and nine months ended September 30, 2021.

“SIGA’s financial results for the first nine months of 2021 include approximately $13 million of international sales, which represents a more than fourfold increase in comparison to the comparable period in 2020.  Additionally, we continue to work with Meridian in a new foreign jurisdiction toward finalizing an order that would be similar in size to the initial orders received from Canada in 2020 and early 2021.   The timing of the completion of the order has been and may continue to be impacted by the COVID-19 pandemic,” said Phil Gomez, CEO of SIGA. “Looking forward to the fourth quarter of 2021, we are coordinating with our supply chain to deliver up to approximately $113 million in total of oral TPOXX® to the U.S. government, almost 30% of which was delivered in October.  This progress highlights the strong and growing revenue base of TPOXX, as well as its continuing importance in orthopox health security preparedness.”

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Summary Financial Results

($ in millions, except per share amounts)

Third Quarter 2021 in comparison to Third Quarter 2020

	Three Months<br> Ended <br> September 30, <br> 2021		Three Months <br> Ended<br> September 30, <br> 2020
Total Revenues
Operating (Loss)/Income (1)		)
(Loss)/Income before Income Taxes (1)		)
Net (Loss)/Income		)
Diluted (Loss)/Income per Share	(0.04) per share		0.31 per share

All values are in US Dollars.

Nine Months Ended September 30, 2021 in comparison to Nine Months Ended September 30, 2020

	Nine Months<br> Ended<br> September 30, <br> 2021		Nine Months<br> Ended<br> September 30, <br> 2020
Total Revenues
Operating (Loss)/Income (1)		)
(Loss)/Income before Income Taxes (1)		)
Net (Loss)/Income		)
Diluted (Loss)/Income per Share	(0.05) per share		0.45 per share

All values are in US Dollars.

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

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Key Activities for the Quarter:

•	In September 2021, the Biomedical Advanced Research and Development Authority (“BARDA”) exercised a procurement option under the 19C BARDA contract for the delivery of oral TPOXX<br> treatment courses valued at approximately $113 million to the U.S. government.
•	In August 2021, the Board of Directors authorized an additional share repurchase program (“New Repurchase Authorization”) under which the Company may repurchase up to $50 million of<br> the Company’s common stock through December 31, 2023.  Shares can be repurchased under the New Repurchase Authorization once the maximum amount allowed to be repurchased under the current program, which was authorized in March 2020, has<br> been repurchased, or once such program has expired.  The timing and actual number of shares repurchased, if any, under the New Repurchase Authorization will depend on a variety of factors, including: exercise of procurement options<br> under government contracts, alternative opportunities for strategic uses of cash, the stock price of the Company’s common stock, market conditions, and other corporate liquidity requirements and priorities.
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Share Repurchase Activity

During the third quarter of 2021, SIGA repurchased approximately 1.1 million shares of its common stock, for approximately $7.1 million.  Since the inception of the current share repurchase program in March 2020, the Company has cumulatively repurchased approximately 7.7 million shares of its common stock for approximately $49 million.

Conference Call and Webcast

SIGA will host a conference call and webcast to provide a business update today, Thursday, November 4, 2021, at 4:30 P.M. ET.

Participants may access the call by dialing 1-877-425-9470 for domestic callers or 1-201-389-0878 for international callers. A live webcast of the call will also be available on the Company's website at www.siga.com under the 'Events & Presentations' tab in the Investor Relations section, or by clicking here. Please log in approximately 5-10 minutes prior to the scheduled start time.

A replay of the call will be available for two weeks by dialing 1-844-512-2921 for domestic callers or 1-412-317-6671 for international callers and using Conference ID: 13722063. The archived webcast will be available in the Events and Presentations section of the Company's website.

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ABOUT SIGA TECHNOLOGIES, INC. and TPOXX

SIGA Technologies, Inc. is a commercial-stage pharmaceutical company focused on the health security market. Health security comprises countermeasures for biological, chemical, radiological and nuclear attacks (biodefense market), vaccines and therapies for emerging infectious diseases, and health preparedness. Our lead product is TPOXX, also known as tecovirimat and ST-246, an orally administered and IV formulation antiviral drug for the treatment of human smallpox disease caused by variola virus. TPOXX is a novel small-molecule drug and the U.S. government maintains a stockpile of TPOXX for treatment of smallpox. Over the past decade, the U.S. government has procured, or has current orders for, approximately $705 million of TPOXX for national preparedness.   The oral formulation of TPOXX was approved by the FDA for the treatment of smallpox in 2018.  The full label is here: https://dailymed.nlm.nih.gov/dailymed/drugInfo.cfm?setid=fce826ab-4d6a-4139-a2ee-a304a913a253.  In September 2018, SIGA signed a contract potentially worth more than $600 million with BARDA for procurement and development related to both oral and intravenous formulations of TPOXX. For more information about SIGA, please visit www.siga.com.

About Smallpox^1^

Smallpox is a contagious, disfiguring and often deadly disease that has affected humans for thousands of years. Naturally occurring smallpox was eradicated worldwide by 1980, the result of an unprecedented global immunization campaign. Samples of smallpox virus have been kept for research purposes. This has led to concerns that smallpox could someday be used as a biological warfare agent. A vaccine can prevent smallpox, but the risk of the current vaccine's side effects is too high to justify routine vaccination for people at low risk of exposure to the smallpox virus.

COVID-19 Pandemic

The COVID-19 pandemic has caused significant societal and economic disruption.  Such disruption, and the associated risks and costs, are expected to continue for an indeterminate period of time.  Given the uncertain scale, scope, and current and future impact of the pandemic, the Company is regularly reviewing business and financial risks, and seeking coordination with its government partners with respect to the performance of current and future contract timing and execution.  Additionally, the Company is coordinating closely with service providers and vendors, in particular contract manufacturing organizations that constitute our supply chain, with respect to actions and risks caused by the COVID-19 pandemic. Finally, the Company has proactively provided its employees with resources and other support to help ensure continued success in remote work settings as they navigate the current pandemic environment.

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^1^ http://www.mayoclinic.org/diseases-conditions/smallpox/basics/definition/con-20022769

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The COVID-19 pandemic has not adversely affected the liquidity position of the Company, nor is it currently expected to have a material adverse effect on the financial condition of the Company.  The pandemic has and may continue to delay the timing of international contract awards for oral TPOXX given the need of government officials to focus on meeting the demands of the current COVID-19 pandemic. Additionally, the pandemic could result in a slower pace of product deliveries if the pandemic results in shortages or delays in the receipt by the supply chain of raw materials and other essential items for manufacturing.  Furthermore, Executive Order 14042 issued by the President of the United States, which subjects federal prime contractors and subcontractors to certain vaccination requirements and other COVID-19 related safety measures, could have a material impact on the availability and/or timing of services provided to SIGA by certain vendors for supply chain activities and research and development activities.  Otherwise, the pandemic is not currently expected to have a material adverse effect on the short-term financial results of the Company, although the Company cannot provide assurances as to the ultimate impact of the pandemic upon the broader macro environment or the Company’s industry.

FORWARD-LOOKING STATEMENTS

This press release contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are subject to various known and unknown risks and uncertainties, and SIGA cautions you that any forward-looking information provided by or on behalf of SIGA is not a guarantee of future performance. More detailed information about SIGA and risk factors that may affect the realization of forward-looking statements, including the forward-looking statements in this press release, is set forth in SIGA's filings with the Securities and Exchange Commission, including SIGA's Annual Report on Form 10-K for the year ended December 31, 2020, and in other documents that SIGA has filed with the SEC. SIGA urges investors and security holders to read those documents free of charge at the SEC's web site at http://www.sec.gov. Interested parties may also obtain those documents free of charge from SIGA. Forward-looking statements are current only as of the date on which such statements were made, and except for our ongoing obligations under the United States of America federal securities laws, we undertake no obligation to update publicly any forward-looking statements whether as a result of new information, future events, or otherwise.

The information contained in this press release does not necessarily reflect the position or the policy of the U.S. government and no official endorsement should be inferred.

Investor Contacts:

Laine Yonker, Edison Group

lyonker@edisongroup.com

Michael Crawford, Edison Group

mcrawford@edisongroup.com

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SIGA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

As of

			December<br><br> <br>31, 2020
ASSETS
Current assets
Cash and cash equivalents	92,819,425		$	117,890,240
Accounts receivable	3,822,824			3,340,263
Inventory	29,673,044			20,265,519
Prepaid expenses and other current assets	2,622,254			2,112,069
Total current assets	128,937,547			143,608,091
Property, plant and equipment, net	2,468,463			2,103,990
Deferred income taxes, net	2,952,286			2,544,053
Goodwill	898,334			898,334
Other assets	306,722			676,923
Total assets	135,563,352		$	149,831,391
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	9,962,965		$	1,278,217
Accrued expenses and other current liabilities	8,979,128			9,205,293
Total current liabilities	18,942,093			10,483,510
Warrant liability	6,344,663			6,639,211
Other liabilities	3,720,734			2,915,401
Total liabilities	29,007,490			20,038,122
Commitments and contingencies
Stockholders’ equity
Common stock (.0001 par value, 600,000,000 shares authorized, 74,306,785 and 77,195,704, issued and<br> outstanding at September 30, 2021 and December 31, 2020, respectively)	7,431			7,720
Additional paid-in capital	225,761,819			224,978,430
Accumulated deficit	(119,213,388	)		(95,192,881	)
Total stockholders’ equity	106,555,862			129,793,269
Total liabilities and stockholders’ equity	135,563,352		$	149,831,391

All values are in US Dollars.

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SIGA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

	Three Months Ended<br><br> <br>September 30,						Nine Months Ended<br><br> <br>September 30,
	2021			2020			2021			2020
Revenues
Product sales and supportive services	$	2,346,110		$	41,810,192		$	12,793,615		$	80,547,651
Research and development		2,500,062			2,451,215			5,519,591			6,682,298
Total revenues		4,846,172			44,261,407			18,313,206			87,229,949
Operating expenses
Cost of sales and supportive services		83,276			5,559,215			1,330,114			10,465,078
Selling, general and administrative		4,305,644			3,566,258			13,577,887			10,613,267
Research and development		3,235,145			2,073,613			7,801,901			7,933,404
Patent expenses		165,996			164,102			535,497			520,902
Total operating expenses		7,790,061			11,363,188			23,245,399			29,532,651
Operating (loss)/income		(2,943,889	)		32,898,219			(4,932,193	)		57,697,298
(Loss)/gain from change in fair value of warrant liability		(1,066,522	)		(1,274,156	)		294,548			(2,909,808	)
Loss on extinguishment of Term Loan		-			-			-			(4,981,461	)
Interest expense		-			-			-			(3,016,817	)
Other income, net		26,252			24,932			76,055			469,226
(Loss)/income before income taxes		(3,984,159	)		31,648,995			(4,561,590	)		47,258,438
Benefit/(provision) for income taxes		870,801			(7,461,038	)		805,328			(11,077,854	)
Net and comprehensive (loss)/income	$	(3,113,358	)	$	24,187,957		$	(3,756,262	)	$	36,180,584
Basic (loss)/income per share	$	(0.04	)	$	0.31		$	(0.05	)	$	0.45
Diluted (loss)/income per share	$	(0.04	)	$	0.31		$	(0.05	)	$	0.45
Weighted average shares outstanding: basic		74,840,846			78,080,461			75,822,713			79,880,493
Weighted average shares outstanding: diluted		74,840,846			78,168,070			76,634,963			80,051,778

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