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Innoviva Strategic Opportunities LLC

Disclosed activity across 2 companies

Tapewire entity
120750
SEC CIK
0001842875

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
Armata Pharmaceuticals, Inc.ARMP · Entity 6329Director · 10% ownerJanuary 10, 2023January 13, 2023
Entasis Therapeutics Holdings Inc.ETTX · Entity 16036Former 10% OwnerJuly 08, 2022July 14, 2022

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

Armata Pharmaceuticals, Inc.

Report date January 10, 2023 · Filed January 13, 2023

Jointly reported with Innoviva, Inc.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Convertible Debt convertible into Common StockSEC Table II · derivative / convertible security · Conversion / exercise price $1.52IndirectSee FootnotesNot disclosed Reported balance After 2023-01-10 transaction · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · 2023-01-10 · Purchase · Acquired Not disclosed · Balance Not disclosed

F1: As previously disclosed on Amendment No. 8 to Statement of Beneficial Ownership on Schedule 13D, as filed by Innoviva Strategic Opportunities LLC ("Innoviva Sub"), a Delaware limited liability company and a wholly-owned subsidiary of Innoviva, Inc. ("Innoviva" and, together with Innoviva Sub, the "Reporting Persons") with the Securities and Exchange Commission ("Commission") on January 10, 2023, Armata Pharmaceuticals, Inc., a Washington corporation (the "Issuer") entered into, as borrower, a secured convertible credit and security agreement (the "Credit Agreement") with Innoviva Sub on January 10, 2023. The Credit Agreement provides for a secured term loan facility in an aggregate amount of $30,000,000 (the "Loan") at an interest rate of 8.0% per annum, and has a maturity date of January 10, 2024.

F2: The Credit Agreement provides that if a Qualified Financing (as defined in the Credit Agreement) occurs, the outstanding principal amount of, and all accrued and unpaid interest on, the Loan shall be converted (the "Mandatory Conversion") into shares of the Issuer's common stock, $0.01 par value per share ("Common Stock") at a price per share equal to a 15.0% discount to the lowest price per share for Common Stock paid by investors in a Qualified Financing (which price paid by investors in a Qualified Financing may not be less than a 15.0% discount to the closing price of Common Stock immediately prior to the consummation of a Qualified Financing event).

F3: The Credit Agreement also requires the Issuer to file a registration statement (the "Registration Statement") for the resale of all securities issued to Innoviva Sub in connection with any conversion under the Credit Agreement. After the Registration Statement has been declared effective by the Commission, any outstanding Loan amount, including all accrued and unpaid interest thereon, may be converted at Innoviva Sub's option into shares of Common Stock at a price per share equal to the greater of book value or market value per share of Common Stock on the date immediately preceding the effective date of the Credit Agreement, which is $1.52 (as may be appropriately adjusted for any stock split, combination or similar act) (the "Optional Conversion"). As of January 10, 2023, pursuant to the Optional Conversion, the Loan is convertible into 19,736,843 shares of Common Stock of the Issuer, contingent upon the effectiveness of the Registration Statement.

F4: In addition, pursuant to previous transactions, (i) Innoviva Sub is the direct beneficial owner, and Innoviva is the indirect beneficial owner, of 16,365,969 shares of Common Stock, 4,500,000 warrants to purchase Common Stock with an exercise price of $5.00, and 6,153,847 warrants to purchase Common Stock with an exercise price of $3.25 and (ii) Innoviva is the direct beneficial owner of 8,710,800 shares of Common Stock and 8,710,800 warrants to purchase Common Stock with an exercise price of $2.87.

F5: In 2020, Innoviva designated Odysseas Kostas, M.D. and Sarah Schlesinger, M.D., two of the members of the board of directors of Innoviva, to serve on the board of directors of the Issuer. In 2021, Innoviva designated Jules Haimovitz, a member of the board of directors of Innoviva, to serve on the board of directors of the Issuer. As such, solely for purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the board of directors of the Issuer approved the acquisition of any direct or indirect pecuniary interest in any shares of Common Stock, as a result of or in connection with the transactions reported on this Form 4.

Filing footnotes · ownership attribution and instrument terms

F1: As previously disclosed on Amendment No. 8 to Statement of Beneficial Ownership on Schedule 13D, as filed by Innoviva Strategic Opportunities LLC ("Innoviva Sub"), a Delaware limited liability company and a wholly-owned subsidiary of Innoviva, Inc. ("Innoviva" and, together with Innoviva Sub, the "Reporting Persons") with the Securities and Exchange Commission ("Commission") on January 10, 2023, Armata Pharmaceuticals, Inc., a Washington corporation (the "Issuer") entered into, as borrower, a secured convertible credit and security agreement (the "Credit Agreement") with Innoviva Sub on January 10, 2023. The Credit Agreement provides for a secured term loan facility in an aggregate amount of $30,000,000 (the "Loan") at an interest rate of 8.0% per annum, and has a maturity date of January 10, 2024.

F2: The Credit Agreement provides that if a Qualified Financing (as defined in the Credit Agreement) occurs, the outstanding principal amount of, and all accrued and unpaid interest on, the Loan shall be converted (the "Mandatory Conversion") into shares of the Issuer's common stock, $0.01 par value per share ("Common Stock") at a price per share equal to a 15.0% discount to the lowest price per share for Common Stock paid by investors in a Qualified Financing (which price paid by investors in a Qualified Financing may not be less than a 15.0% discount to the closing price of Common Stock immediately prior to the consummation of a Qualified Financing event).

F3: The Credit Agreement also requires the Issuer to file a registration statement (the "Registration Statement") for the resale of all securities issued to Innoviva Sub in connection with any conversion under the Credit Agreement. After the Registration Statement has been declared effective by the Commission, any outstanding Loan amount, including all accrued and unpaid interest thereon, may be converted at Innoviva Sub's option into shares of Common Stock at a price per share equal to the greater of book value or market value per share of Common Stock on the date immediately preceding the effective date of the Credit Agreement, which is $1.52 (as may be appropriately adjusted for any stock split, combination or similar act) (the "Optional Conversion"). As of January 10, 2023, pursuant to the Optional Conversion, the Loan is convertible into 19,736,843 shares of Common Stock of the Issuer, contingent upon the effectiveness of the Registration Statement.

F4: In addition, pursuant to previous transactions, (i) Innoviva Sub is the direct beneficial owner, and Innoviva is the indirect beneficial owner, of 16,365,969 shares of Common Stock, 4,500,000 warrants to purchase Common Stock with an exercise price of $5.00, and 6,153,847 warrants to purchase Common Stock with an exercise price of $3.25 and (ii) Innoviva is the direct beneficial owner of 8,710,800 shares of Common Stock and 8,710,800 warrants to purchase Common Stock with an exercise price of $2.87.

F5: In 2020, Innoviva designated Odysseas Kostas, M.D. and Sarah Schlesinger, M.D., two of the members of the board of directors of Innoviva, to serve on the board of directors of the Issuer. In 2021, Innoviva designated Jules Haimovitz, a member of the board of directors of Innoviva, to serve on the board of directors of the Issuer. As such, solely for purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the board of directors of the Issuer approved the acquisition of any direct or indirect pecuniary interest in any shares of Common Stock, as a result of or in connection with the transactions reported on this Form 4.

Entasis Therapeutics Holdings Inc.

Report date July 08, 2022 · Filed July 14, 2022

Jointly reported with Innoviva, Inc.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectSee footnote21,671,662 Reported balance After 2022-07-08 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2022-07-08 · Purchase · Acquired 11,671,662 · Balance 21,671,662

F1: All of the shares and warrants were cancelled on July 11, 2022 pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 23, 2022 (the "Merger Agreement"), by and among Innoviva, Inc. ("Innoviva"), Innoviva Merger Sub, Inc., a wholly owned subsidiary of Innoviva ("Merger Sub"), and Entasis Therapeutics Holdings Inc. ("Entasis"). Following effectiveness of the merger provided for in the Merger Agreement, Innoviva owns 100 shares of the common stock of Entasis, which became a wholly owned subsidiary of Innoviva as a result of such merger, which represents all of the outstanding shares of common stock of Entasis. Innoviva will not issue itself replacement warrants.

F2: Shares acquired by Merger Sub, upon acceptance of all shares validly tendered and not validly withdrawn pursuant to the tender offer by Merger Sub and Innoviva, pursuant to the Merger Agreement, for any and all outstanding shares of Entasis common stock pursuant to that certain Offer to Purchase, dated June 7, 2022.

F5: As reflected in the Amendment No. 4 to Schedule 13D filed by Innoviva and Innoviva Strategic Opportunities LLC, a wholly owned subsidiary of Innoviva ("ISO") with the U.S. Securities and Exchange Commission (the "SEC") on May 3, 2021, in connection the closing that occurred on May 3, 2021 pursuant to a securities purchase agreement (the "Securities Purchase Agreement"), dated as of May 3, 2021, by and between Entasis and ISO, ISO acquired 3,731,025 shares of common stock of Entasis and warrants to purchase an additional 3,731,025 shares for an aggregate price of $2.00 per share and warrant. As reflected in the Amendment No. 5 to Schedule 13D filed by Innoviva and ISO with the SEC on June 11, 2021, in connection the closing that occurred on June 11, 2021 pursuant to the Securities Purchase Agreement, ISO acquired 6,268,975 shares of common stock of Entasis and warrants to purchase an additional 6,268,975 shares for an aggregate price of $2.00 per share and warrant.

Common StockSEC Table I · non-derivativeIndirectSee footnote29,270,476 Reported balance After 2022-07-11 transaction · row 3 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 3 · 2022-07-11 · Purchase · Acquired 7,598,814 · Balance 29,270,476

F1: All of the shares and warrants were cancelled on July 11, 2022 pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 23, 2022 (the "Merger Agreement"), by and among Innoviva, Inc. ("Innoviva"), Innoviva Merger Sub, Inc., a wholly owned subsidiary of Innoviva ("Merger Sub"), and Entasis Therapeutics Holdings Inc. ("Entasis"). Following effectiveness of the merger provided for in the Merger Agreement, Innoviva owns 100 shares of the common stock of Entasis, which became a wholly owned subsidiary of Innoviva as a result of such merger, which represents all of the outstanding shares of common stock of Entasis. Innoviva will not issue itself replacement warrants.

F2: Shares acquired by Merger Sub, upon acceptance of all shares validly tendered and not validly withdrawn pursuant to the tender offer by Merger Sub and Innoviva, pursuant to the Merger Agreement, for any and all outstanding shares of Entasis common stock pursuant to that certain Offer to Purchase, dated June 7, 2022.

F3: Shares acquired pursuant to the merger provided for in the Merger Agreement.

F5: As reflected in the Amendment No. 4 to Schedule 13D filed by Innoviva and Innoviva Strategic Opportunities LLC, a wholly owned subsidiary of Innoviva ("ISO") with the U.S. Securities and Exchange Commission (the "SEC") on May 3, 2021, in connection the closing that occurred on May 3, 2021 pursuant to a securities purchase agreement (the "Securities Purchase Agreement"), dated as of May 3, 2021, by and between Entasis and ISO, ISO acquired 3,731,025 shares of common stock of Entasis and warrants to purchase an additional 3,731,025 shares for an aggregate price of $2.00 per share and warrant. As reflected in the Amendment No. 5 to Schedule 13D filed by Innoviva and ISO with the SEC on June 11, 2021, in connection the closing that occurred on June 11, 2021 pursuant to the Securities Purchase Agreement, ISO acquired 6,268,975 shares of common stock of Entasis and warrants to purchase an additional 6,268,975 shares for an aggregate price of $2.00 per share and warrant.

Common StockSEC Table I · non-derivativeDirect18,672,897 Reported balance Holding disclosure · report date 2022-07-08 · row 2 Holding and transaction disclosures are not merged.
1 source row

Row 2 · Balance 18,672,897

F1: All of the shares and warrants were cancelled on July 11, 2022 pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 23, 2022 (the "Merger Agreement"), by and among Innoviva, Inc. ("Innoviva"), Innoviva Merger Sub, Inc., a wholly owned subsidiary of Innoviva ("Merger Sub"), and Entasis Therapeutics Holdings Inc. ("Entasis"). Following effectiveness of the merger provided for in the Merger Agreement, Innoviva owns 100 shares of the common stock of Entasis, which became a wholly owned subsidiary of Innoviva as a result of such merger, which represents all of the outstanding shares of common stock of Entasis. Innoviva will not issue itself replacement warrants.

F4: Innoviva acquired an aggregate of 18,672,897 shares of common stock of Entasis and warrants to purchase an aggregate 18,672,897 shares of common stock of Entasis in transactions on April 22, 2020, June 11, 2020 and September 1, 2020.

Warrants to Purchase Common StockSEC Table II · derivative / convertible securityDirect18,672,897 Reported balance Holding disclosure · report date 2022-07-08 · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · Balance 18,672,897

F4: Innoviva acquired an aggregate of 18,672,897 shares of common stock of Entasis and warrants to purchase an aggregate 18,672,897 shares of common stock of Entasis in transactions on April 22, 2020, June 11, 2020 and September 1, 2020.

F1: All of the shares and warrants were cancelled on July 11, 2022 pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 23, 2022 (the "Merger Agreement"), by and among Innoviva, Inc. ("Innoviva"), Innoviva Merger Sub, Inc., a wholly owned subsidiary of Innoviva ("Merger Sub"), and Entasis Therapeutics Holdings Inc. ("Entasis"). Following effectiveness of the merger provided for in the Merger Agreement, Innoviva owns 100 shares of the common stock of Entasis, which became a wholly owned subsidiary of Innoviva as a result of such merger, which represents all of the outstanding shares of common stock of Entasis. Innoviva will not issue itself replacement warrants.

Convertible Promissory NoteSEC Table II · derivative / convertible securityIndirectSee footnote0 Reported balance Holding disclosure · report date 2022-07-08 · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · Balance 0

F6: On February 17, 2022, ISO entered into a securities purchase agreement with Entasis (the "Note Purchase Agreement"), pursuant to which Entasis issued and sold to ISO a convertible note (the "Convertible Note") with a principal amount of $15,000,000. On July 11, 2022, in connection with the merger of Entasis into Merger Sub, Entasis and ISO terminated the Note Purchase Agreement. Pursuant to the consummation of the merger on July 11, 2022, the Convertible Note is owned by Innoviva.

Warrants to Purchase Common StockSEC Table II · derivative / convertible securityIndirectSee footnote10,000,000 Reported balance Holding disclosure · report date 2022-07-08 · row 6 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 6 · Balance 10,000,000

F5: As reflected in the Amendment No. 4 to Schedule 13D filed by Innoviva and Innoviva Strategic Opportunities LLC, a wholly owned subsidiary of Innoviva ("ISO") with the U.S. Securities and Exchange Commission (the "SEC") on May 3, 2021, in connection the closing that occurred on May 3, 2021 pursuant to a securities purchase agreement (the "Securities Purchase Agreement"), dated as of May 3, 2021, by and between Entasis and ISO, ISO acquired 3,731,025 shares of common stock of Entasis and warrants to purchase an additional 3,731,025 shares for an aggregate price of $2.00 per share and warrant. As reflected in the Amendment No. 5 to Schedule 13D filed by Innoviva and ISO with the SEC on June 11, 2021, in connection the closing that occurred on June 11, 2021 pursuant to the Securities Purchase Agreement, ISO acquired 6,268,975 shares of common stock of Entasis and warrants to purchase an additional 6,268,975 shares for an aggregate price of $2.00 per share and warrant.

F1: All of the shares and warrants were cancelled on July 11, 2022 pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 23, 2022 (the "Merger Agreement"), by and among Innoviva, Inc. ("Innoviva"), Innoviva Merger Sub, Inc., a wholly owned subsidiary of Innoviva ("Merger Sub"), and Entasis Therapeutics Holdings Inc. ("Entasis"). Following effectiveness of the merger provided for in the Merger Agreement, Innoviva owns 100 shares of the common stock of Entasis, which became a wholly owned subsidiary of Innoviva as a result of such merger, which represents all of the outstanding shares of common stock of Entasis. Innoviva will not issue itself replacement warrants.

Filing footnotes · ownership attribution and instrument terms

F1: All of the shares and warrants were cancelled on July 11, 2022 pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 23, 2022 (the "Merger Agreement"), by and among Innoviva, Inc. ("Innoviva"), Innoviva Merger Sub, Inc., a wholly owned subsidiary of Innoviva ("Merger Sub"), and Entasis Therapeutics Holdings Inc. ("Entasis"). Following effectiveness of the merger provided for in the Merger Agreement, Innoviva owns 100 shares of the common stock of Entasis, which became a wholly owned subsidiary of Innoviva as a result of such merger, which represents all of the outstanding shares of common stock of Entasis. Innoviva will not issue itself replacement warrants.

F2: Shares acquired by Merger Sub, upon acceptance of all shares validly tendered and not validly withdrawn pursuant to the tender offer by Merger Sub and Innoviva, pursuant to the Merger Agreement, for any and all outstanding shares of Entasis common stock pursuant to that certain Offer to Purchase, dated June 7, 2022.

F3: Shares acquired pursuant to the merger provided for in the Merger Agreement.

F4: Innoviva acquired an aggregate of 18,672,897 shares of common stock of Entasis and warrants to purchase an aggregate 18,672,897 shares of common stock of Entasis in transactions on April 22, 2020, June 11, 2020 and September 1, 2020.

F5: As reflected in the Amendment No. 4 to Schedule 13D filed by Innoviva and Innoviva Strategic Opportunities LLC, a wholly owned subsidiary of Innoviva ("ISO") with the U.S. Securities and Exchange Commission (the "SEC") on May 3, 2021, in connection the closing that occurred on May 3, 2021 pursuant to a securities purchase agreement (the "Securities Purchase Agreement"), dated as of May 3, 2021, by and between Entasis and ISO, ISO acquired 3,731,025 shares of common stock of Entasis and warrants to purchase an additional 3,731,025 shares for an aggregate price of $2.00 per share and warrant. As reflected in the Amendment No. 5 to Schedule 13D filed by Innoviva and ISO with the SEC on June 11, 2021, in connection the closing that occurred on June 11, 2021 pursuant to the Securities Purchase Agreement, ISO acquired 6,268,975 shares of common stock of Entasis and warrants to purchase an additional 6,268,975 shares for an aggregate price of $2.00 per share and warrant.

F6: On February 17, 2022, ISO entered into a securities purchase agreement with Entasis (the "Note Purchase Agreement"), pursuant to which Entasis issued and sold to ISO a convertible note (the "Convertible Note") with a principal amount of $15,000,000. On July 11, 2022, in connection with the merger of Entasis into Merger Sub, Entasis and ISO terminated the Note Purchase Agreement. Pursuant to the consummation of the merger on July 11, 2022, the Convertible Note is owned by Innoviva.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

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Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
January 10, 2023 Filed Jan 13, 2023 02:21 UTC Armata Pharmaceuticals, Inc. ARMP · Entity 6329 PurchaseConvertible Debt convertible into Common Stock · Derivative Not disclosed $30,000,000.00 Strike: $1.52 $30,000,000.00
Disclosure

SEC source: 0001104659-23-003540 · tm232524-2_4seq1.xml · derivative · entry 1

Innoviva, Inc. · CIK 0001080014 · Director · 10% owner

Innoviva Strategic Opportunities LLC · CIK 0001842875 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: Not disclosed

Underlying: Common Stock · 19,736,843 shares

Expires not disclosed

F1 · security: As previously disclosed on Amendment No. 8 to Statement of Beneficial Ownership on Schedule 13D, as filed by Innoviva Strategic Opportunities LLC ("Innoviva Sub"), a Delaware limited liability company and a wholly-owned subsidiary of Innoviva, Inc. ("Innoviva" and, together with Innoviva Sub, the "Reporting Persons") with the Securities and Exchange Commission ("Commission") on January 10, 2023, Armata Pharmaceuticals, Inc., a Washington corporation (the "Issuer") entered into, as borrower, a secured convertible credit and security agreement (the "Credit Agreement") with Innoviva Sub on January 10, 2023. The Credit Agreement provides for a secured term loan facility in an aggregate amount of $30,000,000 (the "Loan") at an interest rate of 8.0% per annum, and has a maturity date of January 10, 2024.

F2 · security: The Credit Agreement provides that if a Qualified Financing (as defined in the Credit Agreement) occurs, the outstanding principal amount of, and all accrued and unpaid interest on, the Loan shall be converted (the "Mandatory Conversion") into shares of the Issuer's common stock, $0.01 par value per share ("Common Stock") at a price per share equal to a 15.0% discount to the lowest price per share for Common Stock paid by investors in a Qualified Financing (which price paid by investors in a Qualified Financing may not be less than a 15.0% discount to the closing price of Common Stock immediately prior to the consummation of a Qualified Financing event).

F3 · security: The Credit Agreement also requires the Issuer to file a registration statement (the "Registration Statement") for the resale of all securities issued to Innoviva Sub in connection with any conversion under the Credit Agreement. After the Registration Statement has been declared effective by the Commission, any outstanding Loan amount, including all accrued and unpaid interest thereon, may be converted at Innoviva Sub's option into shares of Common Stock at a price per share equal to the greater of book value or market value per share of Common Stock on the date immediately preceding the effective date of the Credit Agreement, which is $1.52 (as may be appropriately adjusted for any stock split, combination or similar act) (the "Optional Conversion"). As of January 10, 2023, pursuant to the Optional Conversion, the Loan is convertible into 19,736,843 shares of Common Stock of the Issuer, contingent upon the effectiveness of the Registration Statement.

F4 · security: In addition, pursuant to previous transactions, (i) Innoviva Sub is the direct beneficial owner, and Innoviva is the indirect beneficial owner, of 16,365,969 shares of Common Stock, 4,500,000 warrants to purchase Common Stock with an exercise price of $5.00, and 6,153,847 warrants to purchase Common Stock with an exercise price of $3.25 and (ii) Innoviva is the direct beneficial owner of 8,710,800 shares of Common Stock and 8,710,800 warrants to purchase Common Stock with an exercise price of $2.87.

F5 · security: In 2020, Innoviva designated Odysseas Kostas, M.D. and Sarah Schlesinger, M.D., two of the members of the board of directors of Innoviva, to serve on the board of directors of the Issuer. In 2021, Innoviva designated Jules Haimovitz, a member of the board of directors of Innoviva, to serve on the board of directors of the Issuer. As such, solely for purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the board of directors of the Issuer approved the acquisition of any direct or indirect pecuniary interest in any shares of Common Stock, as a result of or in connection with the transactions reported on this Form 4.

F1 · price: As previously disclosed on Amendment No. 8 to Statement of Beneficial Ownership on Schedule 13D, as filed by Innoviva Strategic Opportunities LLC ("Innoviva Sub"), a Delaware limited liability company and a wholly-owned subsidiary of Innoviva, Inc. ("Innoviva" and, together with Innoviva Sub, the "Reporting Persons") with the Securities and Exchange Commission ("Commission") on January 10, 2023, Armata Pharmaceuticals, Inc., a Washington corporation (the "Issuer") entered into, as borrower, a secured convertible credit and security agreement (the "Credit Agreement") with Innoviva Sub on January 10, 2023. The Credit Agreement provides for a secured term loan facility in an aggregate amount of $30,000,000 (the "Loan") at an interest rate of 8.0% per annum, and has a maturity date of January 10, 2024.

F2 · price: The Credit Agreement provides that if a Qualified Financing (as defined in the Credit Agreement) occurs, the outstanding principal amount of, and all accrued and unpaid interest on, the Loan shall be converted (the "Mandatory Conversion") into shares of the Issuer's common stock, $0.01 par value per share ("Common Stock") at a price per share equal to a 15.0% discount to the lowest price per share for Common Stock paid by investors in a Qualified Financing (which price paid by investors in a Qualified Financing may not be less than a 15.0% discount to the closing price of Common Stock immediately prior to the consummation of a Qualified Financing event).

F3 · price: The Credit Agreement also requires the Issuer to file a registration statement (the "Registration Statement") for the resale of all securities issued to Innoviva Sub in connection with any conversion under the Credit Agreement. After the Registration Statement has been declared effective by the Commission, any outstanding Loan amount, including all accrued and unpaid interest thereon, may be converted at Innoviva Sub's option into shares of Common Stock at a price per share equal to the greater of book value or market value per share of Common Stock on the date immediately preceding the effective date of the Credit Agreement, which is $1.52 (as may be appropriately adjusted for any stock split, combination or similar act) (the "Optional Conversion"). As of January 10, 2023, pursuant to the Optional Conversion, the Loan is convertible into 19,736,843 shares of Common Stock of the Issuer, contingent upon the effectiveness of the Registration Statement.

F4 · price: In addition, pursuant to previous transactions, (i) Innoviva Sub is the direct beneficial owner, and Innoviva is the indirect beneficial owner, of 16,365,969 shares of Common Stock, 4,500,000 warrants to purchase Common Stock with an exercise price of $5.00, and 6,153,847 warrants to purchase Common Stock with an exercise price of $3.25 and (ii) Innoviva is the direct beneficial owner of 8,710,800 shares of Common Stock and 8,710,800 warrants to purchase Common Stock with an exercise price of $2.87.

F1 · derivative.exercise_date: As previously disclosed on Amendment No. 8 to Statement of Beneficial Ownership on Schedule 13D, as filed by Innoviva Strategic Opportunities LLC ("Innoviva Sub"), a Delaware limited liability company and a wholly-owned subsidiary of Innoviva, Inc. ("Innoviva" and, together with Innoviva Sub, the "Reporting Persons") with the Securities and Exchange Commission ("Commission") on January 10, 2023, Armata Pharmaceuticals, Inc., a Washington corporation (the "Issuer") entered into, as borrower, a secured convertible credit and security agreement (the "Credit Agreement") with Innoviva Sub on January 10, 2023. The Credit Agreement provides for a secured term loan facility in an aggregate amount of $30,000,000 (the "Loan") at an interest rate of 8.0% per annum, and has a maturity date of January 10, 2024.

F2 · derivative.exercise_date: The Credit Agreement provides that if a Qualified Financing (as defined in the Credit Agreement) occurs, the outstanding principal amount of, and all accrued and unpaid interest on, the Loan shall be converted (the "Mandatory Conversion") into shares of the Issuer's common stock, $0.01 par value per share ("Common Stock") at a price per share equal to a 15.0% discount to the lowest price per share for Common Stock paid by investors in a Qualified Financing (which price paid by investors in a Qualified Financing may not be less than a 15.0% discount to the closing price of Common Stock immediately prior to the consummation of a Qualified Financing event).

F3 · derivative.exercise_date: The Credit Agreement also requires the Issuer to file a registration statement (the "Registration Statement") for the resale of all securities issued to Innoviva Sub in connection with any conversion under the Credit Agreement. After the Registration Statement has been declared effective by the Commission, any outstanding Loan amount, including all accrued and unpaid interest thereon, may be converted at Innoviva Sub's option into shares of Common Stock at a price per share equal to the greater of book value or market value per share of Common Stock on the date immediately preceding the effective date of the Credit Agreement, which is $1.52 (as may be appropriately adjusted for any stock split, combination or similar act) (the "Optional Conversion"). As of January 10, 2023, pursuant to the Optional Conversion, the Loan is convertible into 19,736,843 shares of Common Stock of the Issuer, contingent upon the effectiveness of the Registration Statement.

F4 · derivative.exercise_date: In addition, pursuant to previous transactions, (i) Innoviva Sub is the direct beneficial owner, and Innoviva is the indirect beneficial owner, of 16,365,969 shares of Common Stock, 4,500,000 warrants to purchase Common Stock with an exercise price of $5.00, and 6,153,847 warrants to purchase Common Stock with an exercise price of $3.25 and (ii) Innoviva is the direct beneficial owner of 8,710,800 shares of Common Stock and 8,710,800 warrants to purchase Common Stock with an exercise price of $2.87.

F1 · derivative.expiration_date: As previously disclosed on Amendment No. 8 to Statement of Beneficial Ownership on Schedule 13D, as filed by Innoviva Strategic Opportunities LLC ("Innoviva Sub"), a Delaware limited liability company and a wholly-owned subsidiary of Innoviva, Inc. ("Innoviva" and, together with Innoviva Sub, the "Reporting Persons") with the Securities and Exchange Commission ("Commission") on January 10, 2023, Armata Pharmaceuticals, Inc., a Washington corporation (the "Issuer") entered into, as borrower, a secured convertible credit and security agreement (the "Credit Agreement") with Innoviva Sub on January 10, 2023. The Credit Agreement provides for a secured term loan facility in an aggregate amount of $30,000,000 (the "Loan") at an interest rate of 8.0% per annum, and has a maturity date of January 10, 2024.

F2 · derivative.expiration_date: The Credit Agreement provides that if a Qualified Financing (as defined in the Credit Agreement) occurs, the outstanding principal amount of, and all accrued and unpaid interest on, the Loan shall be converted (the "Mandatory Conversion") into shares of the Issuer's common stock, $0.01 par value per share ("Common Stock") at a price per share equal to a 15.0% discount to the lowest price per share for Common Stock paid by investors in a Qualified Financing (which price paid by investors in a Qualified Financing may not be less than a 15.0% discount to the closing price of Common Stock immediately prior to the consummation of a Qualified Financing event).

F3 · derivative.expiration_date: The Credit Agreement also requires the Issuer to file a registration statement (the "Registration Statement") for the resale of all securities issued to Innoviva Sub in connection with any conversion under the Credit Agreement. After the Registration Statement has been declared effective by the Commission, any outstanding Loan amount, including all accrued and unpaid interest thereon, may be converted at Innoviva Sub's option into shares of Common Stock at a price per share equal to the greater of book value or market value per share of Common Stock on the date immediately preceding the effective date of the Credit Agreement, which is $1.52 (as may be appropriately adjusted for any stock split, combination or similar act) (the "Optional Conversion"). As of January 10, 2023, pursuant to the Optional Conversion, the Loan is convertible into 19,736,843 shares of Common Stock of the Issuer, contingent upon the effectiveness of the Registration Statement.

F4 · derivative.expiration_date: In addition, pursuant to previous transactions, (i) Innoviva Sub is the direct beneficial owner, and Innoviva is the indirect beneficial owner, of 16,365,969 shares of Common Stock, 4,500,000 warrants to purchase Common Stock with an exercise price of $5.00, and 6,153,847 warrants to purchase Common Stock with an exercise price of $3.25 and (ii) Innoviva is the direct beneficial owner of 8,710,800 shares of Common Stock and 8,710,800 warrants to purchase Common Stock with an exercise price of $2.87.

F1 · valueOwnedAfter: As previously disclosed on Amendment No. 8 to Statement of Beneficial Ownership on Schedule 13D, as filed by Innoviva Strategic Opportunities LLC ("Innoviva Sub"), a Delaware limited liability company and a wholly-owned subsidiary of Innoviva, Inc. ("Innoviva" and, together with Innoviva Sub, the "Reporting Persons") with the Securities and Exchange Commission ("Commission") on January 10, 2023, Armata Pharmaceuticals, Inc., a Washington corporation (the "Issuer") entered into, as borrower, a secured convertible credit and security agreement (the "Credit Agreement") with Innoviva Sub on January 10, 2023. The Credit Agreement provides for a secured term loan facility in an aggregate amount of $30,000,000 (the "Loan") at an interest rate of 8.0% per annum, and has a maturity date of January 10, 2024.

F2 · valueOwnedAfter: The Credit Agreement provides that if a Qualified Financing (as defined in the Credit Agreement) occurs, the outstanding principal amount of, and all accrued and unpaid interest on, the Loan shall be converted (the "Mandatory Conversion") into shares of the Issuer's common stock, $0.01 par value per share ("Common Stock") at a price per share equal to a 15.0% discount to the lowest price per share for Common Stock paid by investors in a Qualified Financing (which price paid by investors in a Qualified Financing may not be less than a 15.0% discount to the closing price of Common Stock immediately prior to the consummation of a Qualified Financing event).

F3 · valueOwnedAfter: The Credit Agreement also requires the Issuer to file a registration statement (the "Registration Statement") for the resale of all securities issued to Innoviva Sub in connection with any conversion under the Credit Agreement. After the Registration Statement has been declared effective by the Commission, any outstanding Loan amount, including all accrued and unpaid interest thereon, may be converted at Innoviva Sub's option into shares of Common Stock at a price per share equal to the greater of book value or market value per share of Common Stock on the date immediately preceding the effective date of the Credit Agreement, which is $1.52 (as may be appropriately adjusted for any stock split, combination or similar act) (the "Optional Conversion"). As of January 10, 2023, pursuant to the Optional Conversion, the Loan is convertible into 19,736,843 shares of Common Stock of the Issuer, contingent upon the effectiveness of the Registration Statement.

F4 · valueOwnedAfter: In addition, pursuant to previous transactions, (i) Innoviva Sub is the direct beneficial owner, and Innoviva is the indirect beneficial owner, of 16,365,969 shares of Common Stock, 4,500,000 warrants to purchase Common Stock with an exercise price of $5.00, and 6,153,847 warrants to purchase Common Stock with an exercise price of $3.25 and (ii) Innoviva is the direct beneficial owner of 8,710,800 shares of Common Stock and 8,710,800 warrants to purchase Common Stock with an exercise price of $2.87.

F1 · ownership.direct: As previously disclosed on Amendment No. 8 to Statement of Beneficial Ownership on Schedule 13D, as filed by Innoviva Strategic Opportunities LLC ("Innoviva Sub"), a Delaware limited liability company and a wholly-owned subsidiary of Innoviva, Inc. ("Innoviva" and, together with Innoviva Sub, the "Reporting Persons") with the Securities and Exchange Commission ("Commission") on January 10, 2023, Armata Pharmaceuticals, Inc., a Washington corporation (the "Issuer") entered into, as borrower, a secured convertible credit and security agreement (the "Credit Agreement") with Innoviva Sub on January 10, 2023. The Credit Agreement provides for a secured term loan facility in an aggregate amount of $30,000,000 (the "Loan") at an interest rate of 8.0% per annum, and has a maturity date of January 10, 2024.

F2 · ownership.direct: The Credit Agreement provides that if a Qualified Financing (as defined in the Credit Agreement) occurs, the outstanding principal amount of, and all accrued and unpaid interest on, the Loan shall be converted (the "Mandatory Conversion") into shares of the Issuer's common stock, $0.01 par value per share ("Common Stock") at a price per share equal to a 15.0% discount to the lowest price per share for Common Stock paid by investors in a Qualified Financing (which price paid by investors in a Qualified Financing may not be less than a 15.0% discount to the closing price of Common Stock immediately prior to the consummation of a Qualified Financing event).

F3 · ownership.direct: The Credit Agreement also requires the Issuer to file a registration statement (the "Registration Statement") for the resale of all securities issued to Innoviva Sub in connection with any conversion under the Credit Agreement. After the Registration Statement has been declared effective by the Commission, any outstanding Loan amount, including all accrued and unpaid interest thereon, may be converted at Innoviva Sub's option into shares of Common Stock at a price per share equal to the greater of book value or market value per share of Common Stock on the date immediately preceding the effective date of the Credit Agreement, which is $1.52 (as may be appropriately adjusted for any stock split, combination or similar act) (the "Optional Conversion"). As of January 10, 2023, pursuant to the Optional Conversion, the Loan is convertible into 19,736,843 shares of Common Stock of the Issuer, contingent upon the effectiveness of the Registration Statement.

F4 · ownership.direct: In addition, pursuant to previous transactions, (i) Innoviva Sub is the direct beneficial owner, and Innoviva is the indirect beneficial owner, of 16,365,969 shares of Common Stock, 4,500,000 warrants to purchase Common Stock with an exercise price of $5.00, and 6,153,847 warrants to purchase Common Stock with an exercise price of $3.25 and (ii) Innoviva is the direct beneficial owner of 8,710,800 shares of Common Stock and 8,710,800 warrants to purchase Common Stock with an exercise price of $2.87.

F1 · ownership.nature: As previously disclosed on Amendment No. 8 to Statement of Beneficial Ownership on Schedule 13D, as filed by Innoviva Strategic Opportunities LLC ("Innoviva Sub"), a Delaware limited liability company and a wholly-owned subsidiary of Innoviva, Inc. ("Innoviva" and, together with Innoviva Sub, the "Reporting Persons") with the Securities and Exchange Commission ("Commission") on January 10, 2023, Armata Pharmaceuticals, Inc., a Washington corporation (the "Issuer") entered into, as borrower, a secured convertible credit and security agreement (the "Credit Agreement") with Innoviva Sub on January 10, 2023. The Credit Agreement provides for a secured term loan facility in an aggregate amount of $30,000,000 (the "Loan") at an interest rate of 8.0% per annum, and has a maturity date of January 10, 2024.

F2 · ownership.nature: The Credit Agreement provides that if a Qualified Financing (as defined in the Credit Agreement) occurs, the outstanding principal amount of, and all accrued and unpaid interest on, the Loan shall be converted (the "Mandatory Conversion") into shares of the Issuer's common stock, $0.01 par value per share ("Common Stock") at a price per share equal to a 15.0% discount to the lowest price per share for Common Stock paid by investors in a Qualified Financing (which price paid by investors in a Qualified Financing may not be less than a 15.0% discount to the closing price of Common Stock immediately prior to the consummation of a Qualified Financing event).

F3 · ownership.nature: The Credit Agreement also requires the Issuer to file a registration statement (the "Registration Statement") for the resale of all securities issued to Innoviva Sub in connection with any conversion under the Credit Agreement. After the Registration Statement has been declared effective by the Commission, any outstanding Loan amount, including all accrued and unpaid interest thereon, may be converted at Innoviva Sub's option into shares of Common Stock at a price per share equal to the greater of book value or market value per share of Common Stock on the date immediately preceding the effective date of the Credit Agreement, which is $1.52 (as may be appropriately adjusted for any stock split, combination or similar act) (the "Optional Conversion"). As of January 10, 2023, pursuant to the Optional Conversion, the Loan is convertible into 19,736,843 shares of Common Stock of the Issuer, contingent upon the effectiveness of the Registration Statement.

F4 · ownership.nature: In addition, pursuant to previous transactions, (i) Innoviva Sub is the direct beneficial owner, and Innoviva is the indirect beneficial owner, of 16,365,969 shares of Common Stock, 4,500,000 warrants to purchase Common Stock with an exercise price of $5.00, and 6,153,847 warrants to purchase Common Stock with an exercise price of $3.25 and (ii) Innoviva is the direct beneficial owner of 8,710,800 shares of Common Stock and 8,710,800 warrants to purchase Common Stock with an exercise price of $2.87.

F5 · ownership.nature: In 2020, Innoviva designated Odysseas Kostas, M.D. and Sarah Schlesinger, M.D., two of the members of the board of directors of Innoviva, to serve on the board of directors of the Issuer. In 2021, Innoviva designated Jules Haimovitz, a member of the board of directors of Innoviva, to serve on the board of directors of the Issuer. As such, solely for purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the board of directors of the Issuer approved the acquisition of any direct or indirect pecuniary interest in any shares of Common Stock, as a result of or in connection with the transactions reported on this Form 4.

Read SEC document
July 11, 2022 Filed Jul 14, 2022 01:27 UTC Entasis Therapeutics Holdings Inc. ETTX · Entity 16036 PurchaseCommon Stock 7,598,814 $2.20 $16,717,390.80
Disclosure

SEC source: 0001140361-22-025957 · form4.xml · nonDerivative · entry 3

Innoviva, Inc. · CIK 0001080014 · 10% owner

Innoviva Strategic Opportunities LLC · CIK 0001842875 · Former 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 29,270,476

F1 · shares: All of the shares and warrants were cancelled on July 11, 2022 pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 23, 2022 (the "Merger Agreement"), by and among Innoviva, Inc. ("Innoviva"), Innoviva Merger Sub, Inc., a wholly owned subsidiary of Innoviva ("Merger Sub"), and Entasis Therapeutics Holdings Inc. ("Entasis"). Following effectiveness of the merger provided for in the Merger Agreement, Innoviva owns 100 shares of the common stock of Entasis, which became a wholly owned subsidiary of Innoviva as a result of such merger, which represents all of the outstanding shares of common stock of Entasis. Innoviva will not issue itself replacement warrants.

F1 · balance_after: All of the shares and warrants were cancelled on July 11, 2022 pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 23, 2022 (the "Merger Agreement"), by and among Innoviva, Inc. ("Innoviva"), Innoviva Merger Sub, Inc., a wholly owned subsidiary of Innoviva ("Merger Sub"), and Entasis Therapeutics Holdings Inc. ("Entasis"). Following effectiveness of the merger provided for in the Merger Agreement, Innoviva owns 100 shares of the common stock of Entasis, which became a wholly owned subsidiary of Innoviva as a result of such merger, which represents all of the outstanding shares of common stock of Entasis. Innoviva will not issue itself replacement warrants.

F2 · balance_after: Shares acquired by Merger Sub, upon acceptance of all shares validly tendered and not validly withdrawn pursuant to the tender offer by Merger Sub and Innoviva, pursuant to the Merger Agreement, for any and all outstanding shares of Entasis common stock pursuant to that certain Offer to Purchase, dated June 7, 2022.

F3 · balance_after: Shares acquired pursuant to the merger provided for in the Merger Agreement.

F5 · balance_after: As reflected in the Amendment No. 4 to Schedule 13D filed by Innoviva and Innoviva Strategic Opportunities LLC, a wholly owned subsidiary of Innoviva ("ISO") with the U.S. Securities and Exchange Commission (the "SEC") on May 3, 2021, in connection the closing that occurred on May 3, 2021 pursuant to a securities purchase agreement (the "Securities Purchase Agreement"), dated as of May 3, 2021, by and between Entasis and ISO, ISO acquired 3,731,025 shares of common stock of Entasis and warrants to purchase an additional 3,731,025 shares for an aggregate price of $2.00 per share and warrant. As reflected in the Amendment No. 5 to Schedule 13D filed by Innoviva and ISO with the SEC on June 11, 2021, in connection the closing that occurred on June 11, 2021 pursuant to the Securities Purchase Agreement, ISO acquired 6,268,975 shares of common stock of Entasis and warrants to purchase an additional 6,268,975 shares for an aggregate price of $2.00 per share and warrant.

F2 · ownership.nature: Shares acquired by Merger Sub, upon acceptance of all shares validly tendered and not validly withdrawn pursuant to the tender offer by Merger Sub and Innoviva, pursuant to the Merger Agreement, for any and all outstanding shares of Entasis common stock pursuant to that certain Offer to Purchase, dated June 7, 2022.

F3 · ownership.nature: Shares acquired pursuant to the merger provided for in the Merger Agreement.

F5 · ownership.nature: As reflected in the Amendment No. 4 to Schedule 13D filed by Innoviva and Innoviva Strategic Opportunities LLC, a wholly owned subsidiary of Innoviva ("ISO") with the U.S. Securities and Exchange Commission (the "SEC") on May 3, 2021, in connection the closing that occurred on May 3, 2021 pursuant to a securities purchase agreement (the "Securities Purchase Agreement"), dated as of May 3, 2021, by and between Entasis and ISO, ISO acquired 3,731,025 shares of common stock of Entasis and warrants to purchase an additional 3,731,025 shares for an aggregate price of $2.00 per share and warrant. As reflected in the Amendment No. 5 to Schedule 13D filed by Innoviva and ISO with the SEC on June 11, 2021, in connection the closing that occurred on June 11, 2021 pursuant to the Securities Purchase Agreement, ISO acquired 6,268,975 shares of common stock of Entasis and warrants to purchase an additional 6,268,975 shares for an aggregate price of $2.00 per share and warrant.

Read SEC document
July 08, 2022 Filed Jul 14, 2022 01:27 UTC Entasis Therapeutics Holdings Inc. ETTX · Entity 16036 PurchaseCommon Stock 11,671,662 $2.20 $25,677,656.40
Disclosure

SEC source: 0001140361-22-025957 · form4.xml · nonDerivative · entry 1

Innoviva, Inc. · CIK 0001080014 · 10% owner

Innoviva Strategic Opportunities LLC · CIK 0001842875 · Former 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 21,671,662

F1 · shares: All of the shares and warrants were cancelled on July 11, 2022 pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 23, 2022 (the "Merger Agreement"), by and among Innoviva, Inc. ("Innoviva"), Innoviva Merger Sub, Inc., a wholly owned subsidiary of Innoviva ("Merger Sub"), and Entasis Therapeutics Holdings Inc. ("Entasis"). Following effectiveness of the merger provided for in the Merger Agreement, Innoviva owns 100 shares of the common stock of Entasis, which became a wholly owned subsidiary of Innoviva as a result of such merger, which represents all of the outstanding shares of common stock of Entasis. Innoviva will not issue itself replacement warrants.

F1 · balance_after: All of the shares and warrants were cancelled on July 11, 2022 pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 23, 2022 (the "Merger Agreement"), by and among Innoviva, Inc. ("Innoviva"), Innoviva Merger Sub, Inc., a wholly owned subsidiary of Innoviva ("Merger Sub"), and Entasis Therapeutics Holdings Inc. ("Entasis"). Following effectiveness of the merger provided for in the Merger Agreement, Innoviva owns 100 shares of the common stock of Entasis, which became a wholly owned subsidiary of Innoviva as a result of such merger, which represents all of the outstanding shares of common stock of Entasis. Innoviva will not issue itself replacement warrants.

F2 · balance_after: Shares acquired by Merger Sub, upon acceptance of all shares validly tendered and not validly withdrawn pursuant to the tender offer by Merger Sub and Innoviva, pursuant to the Merger Agreement, for any and all outstanding shares of Entasis common stock pursuant to that certain Offer to Purchase, dated June 7, 2022.

F5 · balance_after: As reflected in the Amendment No. 4 to Schedule 13D filed by Innoviva and Innoviva Strategic Opportunities LLC, a wholly owned subsidiary of Innoviva ("ISO") with the U.S. Securities and Exchange Commission (the "SEC") on May 3, 2021, in connection the closing that occurred on May 3, 2021 pursuant to a securities purchase agreement (the "Securities Purchase Agreement"), dated as of May 3, 2021, by and between Entasis and ISO, ISO acquired 3,731,025 shares of common stock of Entasis and warrants to purchase an additional 3,731,025 shares for an aggregate price of $2.00 per share and warrant. As reflected in the Amendment No. 5 to Schedule 13D filed by Innoviva and ISO with the SEC on June 11, 2021, in connection the closing that occurred on June 11, 2021 pursuant to the Securities Purchase Agreement, ISO acquired 6,268,975 shares of common stock of Entasis and warrants to purchase an additional 6,268,975 shares for an aggregate price of $2.00 per share and warrant.

F2 · ownership.nature: Shares acquired by Merger Sub, upon acceptance of all shares validly tendered and not validly withdrawn pursuant to the tender offer by Merger Sub and Innoviva, pursuant to the Merger Agreement, for any and all outstanding shares of Entasis common stock pursuant to that certain Offer to Purchase, dated June 7, 2022.

F5 · ownership.nature: As reflected in the Amendment No. 4 to Schedule 13D filed by Innoviva and Innoviva Strategic Opportunities LLC, a wholly owned subsidiary of Innoviva ("ISO") with the U.S. Securities and Exchange Commission (the "SEC") on May 3, 2021, in connection the closing that occurred on May 3, 2021 pursuant to a securities purchase agreement (the "Securities Purchase Agreement"), dated as of May 3, 2021, by and between Entasis and ISO, ISO acquired 3,731,025 shares of common stock of Entasis and warrants to purchase an additional 3,731,025 shares for an aggregate price of $2.00 per share and warrant. As reflected in the Amendment No. 5 to Schedule 13D filed by Innoviva and ISO with the SEC on June 11, 2021, in connection the closing that occurred on June 11, 2021 pursuant to the Securities Purchase Agreement, ISO acquired 6,268,975 shares of common stock of Entasis and warrants to purchase an additional 6,268,975 shares for an aggregate price of $2.00 per share and warrant.

Read SEC document
March 31, 2022 Filed Apr 1, 2022 20:52 UTC Armata Pharmaceuticals, Inc. ARMP · Entity 6329 PurchaseWarrants to Purchase Common Stock · Derivative 0 $5.00 Strike: $5.00 $0.00
Disclosure

SEC source: 0001567619-22-007861 · doc1.xml · derivative · entry 3

Innoviva, Inc. · CIK 0001080014 · Director · 10% owner

Innoviva Strategic Opportunities LLC · CIK 0001842875 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 2,692,604

Underlying: Common Stock · 2,692,604 shares

Expires 2027-03-31

F1 · security: See Exhibit 99.1

F2 · security: See Exhibit 99.1

F1 · ownership.nature: See Exhibit 99.1

F2 · ownership.nature: See Exhibit 99.1

Read SEC document
March 31, 2022 Filed Apr 1, 2022 20:52 UTC Armata Pharmaceuticals, Inc. ARMP · Entity 6329 PurchaseCommon Stock 5,385,208 $5.00 $26,926,040.00
Disclosure

SEC source: 0001567619-22-007861 · doc1.xml · nonDerivative · entry 1

Innoviva, Inc. · CIK 0001080014 · Director · 10% owner

Innoviva Strategic Opportunities LLC · CIK 0001842875 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 16,365,969

F1 · ownership.nature: See Exhibit 99.1

F2 · ownership.nature: See Exhibit 99.1

Read SEC document
February 18, 2022 Filed Feb 23, 2022 18:05 UTC Entasis Therapeutics Holdings Inc. ETTX · Entity 16036 OtherWarrants to Purchase Common Stock · Derivative 0 Not disclosed Strike: $1.48 Not disclosed
Disclosure

SEC source: 0001567619-22-005338 · doc1.xml · derivative · entry 5

Innoviva, Inc. · CIK 0001080014 · 10% owner

Innoviva Strategic Opportunities LLC · CIK 0001842875 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 10,000,000

Underlying: Common Stock · Not disclosed shares

Expires 2022-08-18

F3 · security: See Exhibit 99.1

F3 · shares: See Exhibit 99.1

F3 · price: See Exhibit 99.1

F3 · derivative.exercise_date: See Exhibit 99.1

F3 · derivative.underlying_shares: See Exhibit 99.1

F3 · balance_after: See Exhibit 99.1

F2 · ownership.nature: See Exhibit 99.1

F3 · ownership.nature: See Exhibit 99.1

Read SEC document
February 18, 2022 Filed Feb 23, 2022 18:05 UTC Entasis Therapeutics Holdings Inc. ETTX · Entity 16036 OtherConvertible Promissory Note · Derivative 0 Not disclosed Strike: $1.48 Not disclosed
Disclosure

SEC source: 0001567619-22-005338 · doc1.xml · derivative · entry 4

Innoviva, Inc. · CIK 0001080014 · 10% owner

Innoviva Strategic Opportunities LLC · CIK 0001842875 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires 2022-08-18

F3 · security: See Exhibit 99.1

F3 · shares: See Exhibit 99.1

F3 · price: See Exhibit 99.1

F3 · derivative.exercise_date: See Exhibit 99.1

F3 · derivative.underlying_shares: See Exhibit 99.1

F3 · balance_after: See Exhibit 99.1

F3 · ownership.nature: See Exhibit 99.1

Read SEC document
February 09, 2022 Filed Feb 11, 2022 23:56 UTC Armata Pharmaceuticals, Inc. ARMP · Entity 6329 PurchaseWarrants to Purchase Common Stock · Derivative 1,807,396 $5.00 Strike: $5.00 $9,036,980.00
Disclosure

SEC source: 0001567619-22-003750 · doc1.xml · derivative · entry 3

Innoviva, Inc. · CIK 0001080014 · Director · 10% owner

Innoviva Strategic Opportunities LLC · CIK 0001842875 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 1,807,396

Underlying: Common Stock · 1,807,396 shares

Expires 2027-02-09

F1 · security: See Exhibit 99.1

F2 · security: See Exhibit 99.1

F1 · ownership.nature: See Exhibit 99.1

F2 · ownership.nature: See Exhibit 99.1

Read SEC document
February 09, 2022 Filed Feb 11, 2022 23:56 UTC Armata Pharmaceuticals, Inc. ARMP · Entity 6329 PurchaseCommon Stock 3,614,792 $5.00 $18,073,960.00
Disclosure

SEC source: 0001567619-22-003750 · doc1.xml · nonDerivative · entry 1

Innoviva, Inc. · CIK 0001080014 · Director · 10% owner

Innoviva Strategic Opportunities LLC · CIK 0001842875 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 10,980,761

F1 · ownership.nature: See Exhibit 99.1

F2 · ownership.nature: See Exhibit 99.1

Read SEC document
October 29, 2021 Filed Nov 1, 2021 18:20 UTC Armata Pharmaceuticals, Inc. ARMP · Entity 6329 PurchaseCommon Stock 1,212,122 $3.30 $4,000,002.60
Disclosure

SEC source: 0001567619-21-019063 · doc1.xml · nonDerivative · entry 1

Innoviva, Inc. · CIK 0001080014 · Director · 10% owner

Innoviva Strategic Opportunities LLC · CIK 0001842875 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 7,365,969

F1 · ownership.nature: On October 28, 2021, Innoviva Strategic Opportunities LLC ("Innoviva Sub"), a Delaware limited liability company and a wholly-owned subsidiary of Innoviva, Inc. ("Innoviva" and, together with Innoviva Sub, the "Reporting Persons"), entered into that certain Securities Purchase Agreement (the "Purchase Agreement") with Armata Pharmaceuticals, Inc., a Washington corporation (the "Issuer") and another purchaser, pursuant to which, on October 29, 2021 Innoviva Sub acquired 1,212,122 newly issued shares of common stock, $0.01 par value per share, of the Issuer ("Common Stock"). In addition, pursuant to previous transactions, (i) Innoviva Sub is the direct beneficial owner, and Innoviva is the indirect beneficial owner, of an additional 6,153,847 shares of Common Stock and (ii) Innoviva is the direct beneficial owner of 8,710,800 shares of Common Stock.

F2 · ownership.nature: In 2020, Innoviva designated Odysseas Kostas, M.D. and in 2021, Innoviva designated Jules Haimovitz, two of the members of the board of directors of Innoviva, to serve on the board of directors of the Issuer. As such, solely for purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the board of directors of the Issuer approved the acquisition of any direct or indirect pecuniary interest in any shares of Common Stock, as a result of or in connection with the transactions reported on this Form 4.

Read SEC document
June 11, 2021 Filed Jun 11, 2021 21:39 UTC Entasis Therapeutics Holdings Inc. ETTX · Entity 16036 PurchaseWarrants to Purchase Common Stock · Derivative 6,268,975 $2.00 Strike: $2.00 $12,537,950.00
Disclosure

SEC source: 0001567619-21-012030 · doc1.xml · derivative · entry 3

Innoviva, Inc. · CIK 0001080014 · 10% owner

Innoviva Strategic Opportunities LLC · CIK 0001842875 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 10,000,000

Underlying: Common Stock · 6,268,975 shares

Expires 2026-06-11

F1 · balance_after: As reflected in the Amendment No. 5 to Schedule 13D filed by Innoviva, Inc. ("INVA") and Innoviva Strategic Opportunities LLC, a wholly owned subsidiary of INVA ("ISO" and together with INVA, the "Reporting Persons") with the U.S. Securities and Exchange Commission on June 11, 2021 (the "Schedule 13D/A"), in connection the closing that occurred on June 11, 2021 pursuant to a securities purchase agreement, dated as of May 3, 2021 (the "Purchase Agreement" and, such closing, the "Closing"), by and between Entasis Therapeutics Holdings Inc. (the "Issuer") and ISO, ISO acquired 6,268,975 shares of common stock of the Issuer ("Shares") and warrants to purchase an additional 6,268,975 Shares ("Warrants" and together with the Shares, the "Security") for an aggregate price of $2.00 per Security as set forth in this Form 4. ISO previously acquired 3,731,025 shares of common stock of the issuer and warrants to purchase an aggregate 3,731,025 shares of common stock of the Issuer on May 3, 2021.

F1 · ownership.nature: As reflected in the Amendment No. 5 to Schedule 13D filed by Innoviva, Inc. ("INVA") and Innoviva Strategic Opportunities LLC, a wholly owned subsidiary of INVA ("ISO" and together with INVA, the "Reporting Persons") with the U.S. Securities and Exchange Commission on June 11, 2021 (the "Schedule 13D/A"), in connection the closing that occurred on June 11, 2021 pursuant to a securities purchase agreement, dated as of May 3, 2021 (the "Purchase Agreement" and, such closing, the "Closing"), by and between Entasis Therapeutics Holdings Inc. (the "Issuer") and ISO, ISO acquired 6,268,975 shares of common stock of the Issuer ("Shares") and warrants to purchase an additional 6,268,975 Shares ("Warrants" and together with the Shares, the "Security") for an aggregate price of $2.00 per Security as set forth in this Form 4. ISO previously acquired 3,731,025 shares of common stock of the issuer and warrants to purchase an aggregate 3,731,025 shares of common stock of the Issuer on May 3, 2021.

Read SEC document
June 11, 2021 Filed Jun 11, 2021 21:39 UTC Entasis Therapeutics Holdings Inc. ETTX · Entity 16036 PurchaseCommon Stock 6,268,975 $2.00 $12,537,950.00
Disclosure

SEC source: 0001567619-21-012030 · doc1.xml · nonDerivative · entry 1

Innoviva, Inc. · CIK 0001080014 · 10% owner

Innoviva Strategic Opportunities LLC · CIK 0001842875 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 10,000,000

F1 · balance_after: As reflected in the Amendment No. 5 to Schedule 13D filed by Innoviva, Inc. ("INVA") and Innoviva Strategic Opportunities LLC, a wholly owned subsidiary of INVA ("ISO" and together with INVA, the "Reporting Persons") with the U.S. Securities and Exchange Commission on June 11, 2021 (the "Schedule 13D/A"), in connection the closing that occurred on June 11, 2021 pursuant to a securities purchase agreement, dated as of May 3, 2021 (the "Purchase Agreement" and, such closing, the "Closing"), by and between Entasis Therapeutics Holdings Inc. (the "Issuer") and ISO, ISO acquired 6,268,975 shares of common stock of the Issuer ("Shares") and warrants to purchase an additional 6,268,975 Shares ("Warrants" and together with the Shares, the "Security") for an aggregate price of $2.00 per Security as set forth in this Form 4. ISO previously acquired 3,731,025 shares of common stock of the issuer and warrants to purchase an aggregate 3,731,025 shares of common stock of the Issuer on May 3, 2021.

F1 · ownership.nature: As reflected in the Amendment No. 5 to Schedule 13D filed by Innoviva, Inc. ("INVA") and Innoviva Strategic Opportunities LLC, a wholly owned subsidiary of INVA ("ISO" and together with INVA, the "Reporting Persons") with the U.S. Securities and Exchange Commission on June 11, 2021 (the "Schedule 13D/A"), in connection the closing that occurred on June 11, 2021 pursuant to a securities purchase agreement, dated as of May 3, 2021 (the "Purchase Agreement" and, such closing, the "Closing"), by and between Entasis Therapeutics Holdings Inc. (the "Issuer") and ISO, ISO acquired 6,268,975 shares of common stock of the Issuer ("Shares") and warrants to purchase an additional 6,268,975 Shares ("Warrants" and together with the Shares, the "Security") for an aggregate price of $2.00 per Security as set forth in this Form 4. ISO previously acquired 3,731,025 shares of common stock of the issuer and warrants to purchase an aggregate 3,731,025 shares of common stock of the Issuer on May 3, 2021.

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May 03, 2021 Filed May 20, 2021 18:39 UTC Entasis Therapeutics Holdings Inc. ETTX · Entity 16036 PurchaseWarrants to Purchase Common Stock · Derivative 3,731,025 $2.00 Strike: $2.00 $7,462,050.00
Disclosure

SEC source: 0001567619-21-010772 · doc1.xml · derivative · entry 3

Innoviva, Inc. · CIK 0001080014 · 10% owner

Innoviva Strategic Opportunities LLC · CIK 0001842875 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 3,731,025

Underlying: Common Stock · 3,731,025 shares

Expires 2026-05-03

F1 · balance_after: As reflected in the Amendment No. 4 to Schedule 13D filed by Innoviva, Inc. ("INVA") and Innoviva Strategic Opportunities LLC, a wholly owned subsidiary of INVA ("ISO" and together with INVA, the "Reporting Persons") with the U.S. Securities and Exchange Commission on May 3, 2021 (the "Schedule 13D/A"), in connection the closing that occurred on May 3, 2021 pursuant to a securities purchase agreement, dated as of May 3, 2021 (the "Purchase Agreement" and, such closing, the "Closing"), by and between Entasis Therapeutics Holdings Inc. (the "Issuer") and ISO, ISO acquired 3,731,025 shares of common stock of the Issuer ("Shares") and warrants to purchase an additional 3,731,025 Shares ("Warrants" and together with the Shares, the "Security") for an aggregate price of $2.00 per Security as set forth in this Form 4.

F1 · ownership.nature: As reflected in the Amendment No. 4 to Schedule 13D filed by Innoviva, Inc. ("INVA") and Innoviva Strategic Opportunities LLC, a wholly owned subsidiary of INVA ("ISO" and together with INVA, the "Reporting Persons") with the U.S. Securities and Exchange Commission on May 3, 2021 (the "Schedule 13D/A"), in connection the closing that occurred on May 3, 2021 pursuant to a securities purchase agreement, dated as of May 3, 2021 (the "Purchase Agreement" and, such closing, the "Closing"), by and between Entasis Therapeutics Holdings Inc. (the "Issuer") and ISO, ISO acquired 3,731,025 shares of common stock of the Issuer ("Shares") and warrants to purchase an additional 3,731,025 Shares ("Warrants" and together with the Shares, the "Security") for an aggregate price of $2.00 per Security as set forth in this Form 4.

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May 03, 2021 Filed May 20, 2021 18:39 UTC Entasis Therapeutics Holdings Inc. ETTX · Entity 16036 PurchaseCommon Stock 3,731,025 $2.00 $7,462,050.00
Disclosure

SEC source: 0001567619-21-010772 · doc1.xml · nonDerivative · entry 1

Innoviva, Inc. · CIK 0001080014 · 10% owner

Innoviva Strategic Opportunities LLC · CIK 0001842875 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 3,731,025

F1 · ownership.nature: As reflected in the Amendment No. 4 to Schedule 13D filed by Innoviva, Inc. ("INVA") and Innoviva Strategic Opportunities LLC, a wholly owned subsidiary of INVA ("ISO" and together with INVA, the "Reporting Persons") with the U.S. Securities and Exchange Commission on May 3, 2021 (the "Schedule 13D/A"), in connection the closing that occurred on May 3, 2021 pursuant to a securities purchase agreement, dated as of May 3, 2021 (the "Purchase Agreement" and, such closing, the "Closing"), by and between Entasis Therapeutics Holdings Inc. (the "Issuer") and ISO, ISO acquired 3,731,025 shares of common stock of the Issuer ("Shares") and warrants to purchase an additional 3,731,025 Shares ("Warrants" and together with the Shares, the "Security") for an aggregate price of $2.00 per Security as set forth in this Form 4.

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March 17, 2021 Filed Mar 17, 2021 21:16 UTC Armata Pharmaceuticals, Inc. ARMP · Entity 6329 PurchaseWarrants to Purchase Common Stock · Derivative 4,285,935 $3.25 Strike: $3.25 $13,929,288.75
Disclosure

SEC source: 0001567619-21-006518 · doc1.xml · derivative · entry 3

Innoviva, Inc. · CIK 0001080014 · Director · 10% owner

Innoviva Strategic Opportunities LLC · CIK 0001842875 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 6,153,847

Underlying: Common Stock · 4,285,935 shares

Expires 2026-03-17

F1 · security: See Ex. 99.1.

F2 · security: See Ex. 99.1.

F1 · ownership.nature: See Ex. 99.1.

F2 · ownership.nature: See Ex. 99.1.

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March 17, 2021 Filed Mar 17, 2021 21:16 UTC Armata Pharmaceuticals, Inc. ARMP · Entity 6329 PurchaseCommon Stock 4,285,935 $3.25 $13,929,288.75
Disclosure

SEC source: 0001567619-21-006518 · doc1.xml · nonDerivative · entry 1

Innoviva, Inc. · CIK 0001080014 · Director · 10% owner

Innoviva Strategic Opportunities LLC · CIK 0001842875 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 6,153,847

F1 · security: See Ex. 99.1.

F2 · security: See Ex. 99.1.

F1 · ownership.nature: See Ex. 99.1.

F2 · ownership.nature: See Ex. 99.1.

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January 26, 2021 Filed Jan 28, 2021 18:43 UTC Armata Pharmaceuticals, Inc. ARMP · Entity 6329 PurchaseWarrants to Purchase Common Stock · Derivative 1,867,912 $3.25 Strike: $3.25 $6,070,714.00
Disclosure

SEC source: 0000899243-21-003595 · doc4.xml · derivative · entry 3

Innoviva, Inc. · CIK 0001080014 · Director · 10% owner

Innoviva Strategic Opportunities LLC · CIK 0001842875 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,867,912

Underlying: Common Stock · 1,867,912 shares

Expires 2026-01-26

F1 · security: On January 26, 2021, Innoviva Strategic Opportunities LLC ("Innoviva Sub"), a Delaware limited liability company and a wholly-owned subsidiary of Innoviva, Inc. ("Innoviva" and, together with Innoviva Sub, the "Reporting Persons"), entered into that certain Securities Purchase Agreement (the "Purchase Agreement") with Armata Pharmaceuticals, Inc., a Washington corporation (the "Issuer") and acquired 1,867,912 newly issued shares of common stock, $0.01 par value per share, of the Issuer ("Common Stock") and warrants ("Warrants") to purchase 1,867,912 shares of Common Stock, with an exercise price per share of $3.25. In addition, pursuant to transactions occurring in 2020, Innoviva is the direct beneficial owner of 8,710,800 shares of Common Stock and 8,710,800 warrants to purchase Common Stock with an exercise price of $2.87.

F2 · security: In 2020, Innoviva designated Odysseas Kostas, M.D. and Sarah Schlesinger, M.D., two of the members of the board of directors of Innoviva, to serve on the board of directors of the Issuer. As such, solely for purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the board of directors of the Issuer approved the acquisition of any direct or indirect pecuniary interest in any shares of Common Stock, including any shares of Common Stock underlying the Warrants, as a result of or in connection with the transactions reported in this Form 4.

F1 · ownership.nature: On January 26, 2021, Innoviva Strategic Opportunities LLC ("Innoviva Sub"), a Delaware limited liability company and a wholly-owned subsidiary of Innoviva, Inc. ("Innoviva" and, together with Innoviva Sub, the "Reporting Persons"), entered into that certain Securities Purchase Agreement (the "Purchase Agreement") with Armata Pharmaceuticals, Inc., a Washington corporation (the "Issuer") and acquired 1,867,912 newly issued shares of common stock, $0.01 par value per share, of the Issuer ("Common Stock") and warrants ("Warrants") to purchase 1,867,912 shares of Common Stock, with an exercise price per share of $3.25. In addition, pursuant to transactions occurring in 2020, Innoviva is the direct beneficial owner of 8,710,800 shares of Common Stock and 8,710,800 warrants to purchase Common Stock with an exercise price of $2.87.

F2 · ownership.nature: In 2020, Innoviva designated Odysseas Kostas, M.D. and Sarah Schlesinger, M.D., two of the members of the board of directors of Innoviva, to serve on the board of directors of the Issuer. As such, solely for purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the board of directors of the Issuer approved the acquisition of any direct or indirect pecuniary interest in any shares of Common Stock, including any shares of Common Stock underlying the Warrants, as a result of or in connection with the transactions reported in this Form 4.

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January 26, 2021 Filed Jan 28, 2021 18:43 UTC Armata Pharmaceuticals, Inc. ARMP · Entity 6329 PurchaseCommon Stock 1,867,912 $3.25 $6,070,714.00
Disclosure

SEC source: 0000899243-21-003595 · doc4.xml · nonDerivative · entry 1

Innoviva, Inc. · CIK 0001080014 · Director · 10% owner

Innoviva Strategic Opportunities LLC · CIK 0001842875 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,867,912

F1 · security: On January 26, 2021, Innoviva Strategic Opportunities LLC ("Innoviva Sub"), a Delaware limited liability company and a wholly-owned subsidiary of Innoviva, Inc. ("Innoviva" and, together with Innoviva Sub, the "Reporting Persons"), entered into that certain Securities Purchase Agreement (the "Purchase Agreement") with Armata Pharmaceuticals, Inc., a Washington corporation (the "Issuer") and acquired 1,867,912 newly issued shares of common stock, $0.01 par value per share, of the Issuer ("Common Stock") and warrants ("Warrants") to purchase 1,867,912 shares of Common Stock, with an exercise price per share of $3.25. In addition, pursuant to transactions occurring in 2020, Innoviva is the direct beneficial owner of 8,710,800 shares of Common Stock and 8,710,800 warrants to purchase Common Stock with an exercise price of $2.87.

F2 · security: In 2020, Innoviva designated Odysseas Kostas, M.D. and Sarah Schlesinger, M.D., two of the members of the board of directors of Innoviva, to serve on the board of directors of the Issuer. As such, solely for purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the board of directors of the Issuer approved the acquisition of any direct or indirect pecuniary interest in any shares of Common Stock, including any shares of Common Stock underlying the Warrants, as a result of or in connection with the transactions reported in this Form 4.

F1 · ownership.nature: On January 26, 2021, Innoviva Strategic Opportunities LLC ("Innoviva Sub"), a Delaware limited liability company and a wholly-owned subsidiary of Innoviva, Inc. ("Innoviva" and, together with Innoviva Sub, the "Reporting Persons"), entered into that certain Securities Purchase Agreement (the "Purchase Agreement") with Armata Pharmaceuticals, Inc., a Washington corporation (the "Issuer") and acquired 1,867,912 newly issued shares of common stock, $0.01 par value per share, of the Issuer ("Common Stock") and warrants ("Warrants") to purchase 1,867,912 shares of Common Stock, with an exercise price per share of $3.25. In addition, pursuant to transactions occurring in 2020, Innoviva is the direct beneficial owner of 8,710,800 shares of Common Stock and 8,710,800 warrants to purchase Common Stock with an exercise price of $2.87.

F2 · ownership.nature: In 2020, Innoviva designated Odysseas Kostas, M.D. and Sarah Schlesinger, M.D., two of the members of the board of directors of Innoviva, to serve on the board of directors of the Issuer. As such, solely for purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the board of directors of the Issuer approved the acquisition of any direct or indirect pecuniary interest in any shares of Common Stock, including any shares of Common Stock underlying the Warrants, as a result of or in connection with the transactions reported in this Form 4.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.