[8-K] Armata Pharmaceuticals, Inc. Reports Material Event

Rhea-AI Filing Summary

Armata Pharmaceuticals announced it has entered a secured $15.0 million term loan with Innoviva Strategic Opportunities LLC, a subsidiary of Innoviva, Inc., identified in the filing as a principal shareholder. The Loan bears interest at 14.0% per annum and matures on January 11, 2029. Repayment is guaranteed by Armata's domestic subsidiaries and the Loan is secured by substantially all assets of the company and the subsidiary guarantors.

The credit agreement includes customary affirmative and negative covenants and representations, including financial reporting obligations and limits on indebtedness, liens, investments and distributions. It also contains customary events of default, including payment defaults, breaches, certain bankruptcy events, a defined "material adverse effect" and a material deviation from the companys operating budget. The company also furnished a press release disclosing its results for the three and six months ended June 30, 2025 as Exhibit 99.1.

Positive

• $15.0 million of new committed liquidity provides immediate financing flexibility
• Facility furnishes a multi-year maturity (January 11, 2029), establishing a defined repayment timeline
• Lender is a principal shareholder entity (Innoviva), which may facilitate negotiation and execution

Negative

• High cash cost of the loan at a 14.0% annual interest rate
• Loan is secured by substantially all assets and guaranteed by domestic subsidiaries, elevating creditor priority
• Covenants limit indebtedness, liens, investments and distributions, reducing corporate flexibility
• Related-party nature of financing raises potential governance and conflict-of-interest concerns

Insights

Financial Analyst

TL;DR: Armata added a $15M secured, related-party term loan at 14% with substantive covenants and asset security; this meaningfully alters its capital structure.

The $15.0 million facility increases Armata's funded obligations and creates a secured claim on substantially all company assets. A 14.0% coupon implies meaningful cash interest expense obligations through the January 11, 2029 maturity. Covenants restricting dividends, additional liens and investments may constrain flexibility. Because the lender is a subsidiary of a principal shareholder, monitoring of related-party terms and governance disclosures will be important for investors.

Corporate Governance Expert

TL;DR: The financing is a related-party secured loan that raises governance and creditor-priority considerations for shareholders and stakeholders.

Innovivas role as lender through a wholly owned subsidiary qualifies this as a related-party transaction explicitly disclosed in the filing. The Loans security interest in substantially all assets and guarantees from domestic subsidiaries creates senior creditor protections that may affect recovery priorities. The agreements covenants and default triggers, including a material adverse effect clause and budget deviation trigger, concentrate decision-making leverage with secured creditors until the Loan is repaid or refinanced.

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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): August 11, 2025

ARMATA PHARMACEUTICALS, INC.

(Exact name of Registrant as specified in its charter)

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Washington	001-37544	91-1549568
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

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5005 McConnell Avenue Los Angeles, California	​ 90066
(Address of principal executive offices)	(Zip Code)

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(310) 655-2928

(Registrant’s Telephone number)

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)

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☐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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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. ☐

Securities registered pursuant to Section 12(b) of the Act:

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Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock	​	ARMP	​	NYSE American

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Item 1.01 Entry into a Material Definitive Agreement.

On August 12, 2025, Armata Pharmaceuticals, Inc. (the “Company”) announced in the press release furnished hereto as Exhibit 99.1 that, on August 11, 2025, it had entered into, as borrower, a credit and security agreement (the “August 2025 Credit Agreement”) with Innoviva Strategic Opportunities LLC (“Innoviva”), a wholly owned subsidiary of Innoviva, Inc., a principal shareholder of the Company. The August 2025 Credit Agreement provides for a secured term loan facility in an aggregate amount of $15 million (the “Loan”) at an interest rate of 14.0% per annum, and has a maturity date of January 11, 2029. Repayment of the Loan is guaranteed by the Company’s domestic subsidiaries, and the Loan is secured by substantially all of the assets of the Company and the subsidiary guarantors.

The August 2025 Credit Agreement contains customary affirmative and negative covenants and representations and warranties, including financial reporting obligations and certain limitations on indebtedness, liens, investments, distributions (including dividends), collateral, investments, mergers or acquisitions and fundamental corporate changes. The August 2025 Credit Agreement also includes customary events of default, including payment defaults, breaches of provisions under the loan documents, certain losses or impairment of collateral and related security interests, the occurrence of certain events that could reasonably be expected to have a “material adverse effect” as set forth in the August 2025 Credit Agreement, certain bankruptcy or insolvency events, and a material deviation from the Company’s operating budget.

The foregoing description of the August 2025 Credit Agreement is qualified in its entirety by the full text of such document, which is filed as Exhibit 10.1, respectively, and is incorporated herein by reference.

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Item 2.02Results of Operations and Financial Condition.

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On August 12, 2025, the Company announced its financial results for the three and six months ended June 30, 2025, in the press release furnished hereto as Exhibit 99.1.

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The information in this Item 2.02 and the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 2.02 and the attached Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

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The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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Item 7.01 Regulation FD Disclosure.

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 On August 12, 2025, the Company issued a press release announcing the matters discussed under Item 1.01 of this Current Report on Form 8-K. The full text of the press release issued in connection with this announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 and the attached Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

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Item 9.01Financial Statements and Exhibits.

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(d)Exhibits.

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Exhibit No.		Description
10.1	​	Credit and Security Agreement, dated August 11, 2025.
99.1	​	Press Release, dated August 12, 2025.
104	​	Cover Page Interactive Data File (embedded within Inline XBRL document).

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SIGNATURES

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

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Date: August 12, 2025	Armata Pharmaceuticals, Inc.
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​	By:	/s/ David House
​	Name:	David House
​	Title:	Senior Vice President, Finance and Principal Financial Officer

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FAQ

What financing did Armata (ARMP) enter into?

Armata entered a Credit and Security Agreement providing a secured term loan facility in the aggregate amount of $15.0 million with Innoviva Strategic Opportunities LLC.

What are the key economic terms of the new loan to ARMP?

The Loan bears interest at 14.0% per annum and has a maturity date of January 11, 2029.

Is the loan secured and who guarantees repayment?

Yes. Repayment is guaranteed by Armata's domestic subsidiaries and the Loan is secured by substantially all assets of the company and subsidiary guarantors.

Does the credit agreement include covenants or events of default?

Yes. It includes customary affirmative and negative covenants, financial reporting obligations and events of default such as payment defaults, bankruptcy events, a material adverse effect and a material deviation from the operating budget.

Who is the lender and why is that relevant for ARMP shareholders?

The lender is Innoviva Strategic Opportunities LLC, a wholly owned subsidiary of Innoviva, Inc., which is identified as a principal shareholder of Armata in the filing.