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Armata Pharmaceuticals (ARMP) now 82.7% owned by Innoviva after new loan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Armata Pharmaceuticals’ major stockholder Innoviva reports beneficial ownership of 55,467,459 shares of common stock, or about 82.7% of the company. This total includes existing shares, warrants and shares issuable from a convertible loan.

As of this amendment, the Innoviva group directly owns 25,076,769 Armata shares, holds warrants for 10,653,847 additional shares, and can acquire 19,736,843 shares upon conversion of a prior convertible loan. The ownership percentage is calculated against 36,695,155 shares outstanding as of April 17, 2026.

The filing also discloses a new secured term loan: on May 12, 2026, Armata borrowed $25,000,000 from Innoviva Strategic Opportunities LLC under a credit agreement bearing 14.00% annual interest and maturing on January 11, 2029. This new debt is secured and is not convertible into Armata securities.

Positive

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Insights

Innoviva now effectively controls Armata while extending high‑cost, non-convertible debt.

Innoviva and its subsidiary report beneficial ownership of 55,467,459 Armata shares, or about 82.7% of the common stock when including warrants and a prior convertible loan. This confirms Armata as a controlled company with a single dominant shareholder.

The filing also adds a secured term loan facility: Armata borrows $25,000,000 at a relatively high 14.00% interest rate, maturing on January 11, 2029. The loan is secured and explicitly not convertible into equity, so it increases leverage without immediate dilution.

Together, the large beneficial stake and related-party lending underscore Armata’s dependence on Innoviva for both equity support and financing. Actual impact will hinge on Armata’s ability to service this high-cost debt from future operating performance or other capital sources disclosed in subsequent filings.

Beneficially owned shares 55,467,459 shares Innoviva group beneficial ownership as of Amendment No. 15
Ownership percentage 82.7% Percent of Armata common stock on a fully diluted basis
Common shares owned 25,076,769 shares Armata common stock held by Innoviva group on filing date
Warrants 10,653,847 shares Armata shares issuable upon exercise of Innoviva-held warrants
Convertible loan shares 19,736,843 shares Armata shares issuable upon conversion of a convertible loan
Shares outstanding 36,695,155 shares Armata common stock outstanding as of April 17, 2026
Secured term loan size $25,000,000 Principal under May 2026 Credit Agreement with Innoviva subsidiary
Loan interest rate and maturity 14.00% to January 11, 2029 Key terms of secured term loan to Armata
beneficial ownership financial
"may be deemed to have beneficial ownership of 55,467,459 shares of Common Stock"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Schedule 13D regulatory
"initial Statement of Beneficial Ownership on , as filed with the U.S. Securities and Exchange Commission"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
secured term loan facility financial
"provides for a secured term loan facility in an aggregate amount of $25,000,000"
A secured term loan facility is a lump-sum loan a company borrows for a set period and repays on a fixed schedule, backed by specific assets (collateral) that lenders can claim if the borrower defaults. Investors care because it increases a company’s debt obligations and gives those lenders priority over shareholders and other creditors for repayment, affecting the company’s financial risk, cash flow flexibility, and potential returns.
convertible loan financial
"shares of Common Stock issuable upon the conversion of a certain convertible loan held by the Reporting Persons"
A convertible loan is money lent to a company that can later be changed into shares instead of being repaid in cash. For investors it combines the safety of a loan—priority for repayment if things go wrong—with the potential upside of owning part of the company if its value rises; think of it as lending money that can be swapped for a slice of the company pie under pre-agreed terms. It matters because it affects returns and how much ownership existing shareholders will have.
warrants financial
"shares of Common Stock issuable upon exercise of the warrants to purchase Common Stock beneficially owned by the Reporting Persons"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.





04216R102

(CUSIP Number)
Innoviva, Inc.
1350 Old Bayshore Highway Suite 400,
Burlingame, CA, 94010
877-202-1097

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
05/12/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to row 7: Includes 8,710,800 shares of Common Stock owned by the Reporting Persons. Note to row 8: Includes 16,365,969 shares of Common Stock owned by the Reporting Persons, 10,653,847 shares of Common Stock issuable upon exercise of the warrants to purchase Common Stock beneficially owned by the Reporting Persons, and 19,736,843 shares of Common Stock issuable upon the conversion of a certain convertible loan held by the Reporting Persons (excluding any accrued interest) beneficially owned by the Reporting Persons. Note to row 11: See Item 5. Note to row 13: Based on 36,695,155 shares of Common Stock outstanding as of April 17, 2026, as set forth on the Issuer's Proxy Statement pursuant to Schedule 14A filed with the SEC on April 27, 2026, plus 19,736,843 shares of Common Stock issuable upon the conversion of a certain convertible loan held by the Reporting Persons, excluding any accrued interest, and 10,653,847 shares of Common Stock issuable upon exercise of the warrants to purchase Common Stock beneficially owned by the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to row 8: Includes 16,365,969 shares of Common Stock owned by the Reporting Persons, 10,653,847 shares of Common Stock issuable upon exercise of the warrants to purchase Common Stock beneficially owned by the Reporting Persons, and 19,736,843 shares of Common Stock issuable upon the conversion of a certain convertible loan held by the Reporting Persons (excluding any accrued interest) beneficially owned by the Reporting Persons. Note to row 11: See Item 5. Note to row 13: Based on 36,695,155 shares of Common Stock outstanding as of April 17, 2026, as set forth on the Issuer's Proxy Statement pursuant to Schedule 14A filed with the SEC on April 27, 2026, plus 19,736,843 shares of Common Stock issuable upon the conversion of a certain convertible loan held by the Reporting Persons, excluding any accrued interest, and 10,653,847 shares of Common Stock issuable upon exercise of the warrants to purchase Common Stock beneficially owned by the Reporting Persons.


SCHEDULE 13D


Innoviva, Inc.
Signature:/s/ Pavel Raifeld
Name/Title:Pavel Raifeld, Chief Executive Officer
Date:05/13/2026
Innoviva Strategic Opportunities LLC
Signature:/s/ Pavel Raifeld
Name/Title:Pavel Raifeld, Chief Executive Officer
Date:05/13/2026