Armata Pharmaceuticals (NYSE American: ARMP) sets up $100M ATM equity facility

Rhea-AI Filing Summary

Armata Pharmaceuticals, Inc. entered into a Capital on Demand™ Sales Agreement with JonesTrading Institutional Services LLC to set up an at-the-market stock offering program. Under this arrangement, Armata may, at its discretion, offer and sell shares of its common stock with an aggregate offering price of up to $100,000,000 through JonesTrading as sales agent. Sales can be made on the NYSE American or other permitted markets and in negotiated transactions, with Armata paying JonesTrading a commission of up to 3.0% of gross sale proceeds and reimbursing certain legal expenses. Neither party is obligated to sell or purchase shares, and the program is limited by the amount registered on Armata’s existing Form S-3 shelf registration and the number of authorized but unissued shares.

Insights

Equity Capital Markets Analyst

Armata sets up a $100M ATM facility, adding flexible equity funding capacity.

Armata Pharmaceuticals has arranged a Capital on Demand™ at-the-market program with JonesTrading, allowing sales of common stock with an aggregate offering price of up to $100,000,000. Shares may be sold over time into the market, including through the NYSE American, using standard brokerage and negotiated methods permitted by law.

The commission to JonesTrading is up to 3.0% of gross proceeds, which is typical for this type of facility, with Armata also agreeing to reimburse certain legal expenses. The agreement caps issuance by the amount registered on the effective Form S-3 shelf and by the authorized but unissued share count, which constrains potential usage.

The arrangement is non-obligatory for both parties, and either Armata or JonesTrading can terminate the offering of shares on three days’ notice. Actual future issuance and any dilution will depend on Armata’s decisions to deliver placement notices and market conditions at the times of any sales.

false 0000921114 0000921114 2025-12-01 2025-12-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): December 1, 2025

ARMATA PHARMACEUTICALS, INC.

(Exact name of Registrant as specified in its charter)

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

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

(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)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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:

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

Item 1.01 Entry into a Material Definitive Agreement.

On December 1, 2025, Armata Pharmaceuticals, Inc. (the “Company”) entered into a Capital on Demand™ Sales Agreement (the “Sales Agreement”) with JonesTrading Institutional Services LLC (“Jones”) with respect to an at the market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $100,000,000 (the “Placement Shares”) subject to certain conditions, through Jones as sales agent. The issuance and sale, if any, of the Placement Shares by the Company under the Sales Agreement will be made pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-289585) (the “Registration Statement”) and the prospectus supplement dated December 1, 2025, and filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).

Jones may sell the Placement Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act, including, without limitation, sales made on or through the NYSE American (“NYSE American”) or any other existing trading market for the Common Stock. Subject to the terms of a placement notice, Jones may also sell Placement Shares by any other method permitted by law, including but not limited to in negotiated transactions, subject to the prior written consent of the Company.

Jones will use commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NYSE American, to sell the Placement Shares from time to time, up to the amount specified in, and otherwise in accordance with the terms of the applicable placement notice. The Company will pay Jones a commission of up to 3.0% of the gross sales proceeds of any Placement Shares sold through Jones under the Sales Agreement. In addition, the Company has agreed to reimburse certain legal expenses by Jones in connection with the offering.

The Company is not obligated to sell, and Jones is not obligated to buy or sell, any Placement Shares under the Sales Agreement. Under the terms of the Sales Agreement, the Company will not issue or sell through Jones such number or dollar amount of shares of Common Stock that would exceed, among other metrics set forth in the Sales Agreement, (i) the number or dollar amount of shares of Common Stock registered and available on the Registration Statement or (ii) the number of authorized but unissued shares of Common Stock.

The Sales Agreement contains customary representations, warranties, and agreements by the Company and customary indemnification rights and obligations of the parties.

The Company or Jones may terminate the offering of Placement Shares upon three days’ notice to the other party.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the opinion of Ballard Spahr LLP relating to the legality of the issuance and sale of the Placement Shares in the offering is attached as Exhibit 5.1 hereto.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Capital on Demand™ Sales Agreement, dated as of December 1, 2025, by and between the Company and JonesTrading Institutional Services LLC.
5.1		Opinion of Ballard Spahr LLP.
23.1		Consent of Ballard Spahr LLP (included in Exhibit 5.1 above).
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

SIGNATURES

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

Date: December 1, 2025	Armata Pharmaceuticals, Inc.
	By:	/s/ David House
	Name:	David House
	Title:	Senior Vice President, Finance and Principal Financial Officer

FAQ

What equity program did Armata Pharmaceuticals (ARMP) announce?

Armata Pharmaceuticals entered into a Capital on Demand™ Sales Agreement with JonesTrading Institutional Services LLC for an at-the-market offering program of its common stock.

How much stock can Armata Pharmaceuticals (ARMP) sell under the new at-the-market program?

Armata may offer and sell shares of its common stock with an aggregate offering price of up to $100,000,000 under the at-the-market program.

What commission will JonesTrading receive in Armata Pharmaceuticals' ATM program?

JonesTrading will receive a commission of up to 3.0% of the gross sales proceeds from any Armata common stock sold through the at-the-market program.

Is Armata Pharmaceuticals required to sell shares under this ATM agreement?

No. Armata is not obligated to sell, and JonesTrading is not obligated to buy or sell, any shares under the Sales Agreement; usage is at Armata’s sole discretion via placement notices.

What limits apply to the number of Armata Pharmaceuticals shares that can be sold?

Sales are limited by the number or dollar amount of shares registered and available on Armata’s effective Form S-3 registration statement and by the number of authorized but unissued common shares.

On which exchange can Armata Pharmaceuticals sell shares through this ATM program?

Shares may be sold on or through the NYSE American or any other existing trading market for Armata’s common stock, as permitted by law.

Can the Armata Pharmaceuticals at-the-market program be terminated early?

Yes. Either Armata or JonesTrading may terminate the offering of placement shares upon three days’ notice to the other party.