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Last Post: 5/24/2019 9:32:26 AM - Followers: 65 - Board type: Free - Posts Today: 1

Armata Pharmaceuticals, Inc. (NYSE: ARMP)

On May 10, 2019, Ampliphi Biosciences Corporation merged with C3J Therapeutics, Inc
The combined company was renamed Armata Pharmaceuticals, Inc. with the new trading symbol ARMP


http://www.ampliphibio.com/

http://stockcharts.com/h-sc/ui?s=armp
 


3579 Valley Centre Drive

Suite 100

San Diego, CA 92130

 
 
AmpliPhi BioSciences Corporation is a biotechnology company focused on the development and commercialization of novel bacteriophage-based antibacterial therapeutics. The Company's product development programs target infections that are often resistant to existing antibiotic treatments. AmpliPhi is collaborating with a number of leading organizations, including Intrexon Corporation (NYSE:XON), the U.S. Army, The Royal Brompton Clinic in London, UK and UK-based University of Leicester, to rapidly advance bacteriophage-based therapies. The Company is headquartered in Richmond, Virginia with additional manufacturing and research operations in Ljubljana, Slovenia and Sydney, Australia.
 


 
 

Click image to link to article

Click on picture to link to Time Magazine article
 

A new medical research center in San Diego is embracing an innovative way to treat antibiotic resistant infections called bacteriophage therapy—phage therapy for short—which uses viruses as weapons against hard-to-treat infections.

Antibiotic-resistant infections are part of a growing global health problem. Each year in the United States, at least two million people contract drug-resistant infections, and 23,000 die from those illnesses. Bacteria naturally grow resistant to the drugs used to treat them, and for people with especially tough infections that aren’t responding to the usual medications, the options are limited...

.
..Phages are ubiquitous viruses—there are more of them than any other organism in the world—that fight bacteria. They do this by injecting their DNA into bacteria cells, where they rapidly replicate and cause bacteria to burst and die. For the most part, each phage strain attacks a specific kind of bacteria, so if scientists harness phages in the right way, they could offer a more personalized approach to treating resistant infections than broad-spectrum antibiotics, which decimate a wide variety of bacteria (including the good strains).

 

AmpliPhi Biosciences Announces Presentation of Positive Clinical Data From its Expanded Access Program for Serious S. aureus Infections at IDWeek 2018 Conference

  • 13 patients with serious and life-threatening S. aureus infections were treated with AB-SA01 at the Westmead Hospital in Sydney under AmpliPhi’s expanded access program
     Patients suffered from severe S. aureus bacteremia and sepsis, including infective endocarditis and prosthetic valve endocarditis
     83% (10 out of 12) patients in the modified intent-to-treat (mITT) population achieved treatment success at the end of therapy as reported by treating physicians
     Bacteriophage treatment was well tolerated, with no adverse events attributable to the therapy


AmpliPhi Biosciences and C3J Therapeutics Agree to Merge

Transaction to result in NYSE American-listed company focused on development of precisely-targeted bacteriophage therapeutics

Merger combines AmpliPhi’s extensive phage library and Phase 1/2-ready asset with C3J’s expertise in synthetic phage and broad preclinical pipeline

$10 million to be invested by existing C3J shareholders upon closing

 

 

Proxy Statement Pursuant to Section 14(a) of the 
Securities Exchange Act of 1934

 
To the Shareholders of AmpliPhi Biosciences Corporation:
 
You are cordially invited to attend a special meeting of the shareholders of AmpliPhi Biosciences Corporation, a Washington corporation, which we refer to as “we”, “AmpliPhi”, or the “Company”, which will be held at 8:30 a.m., local time, on May 8, 2019, at Cooley LLP, 4401 Eastgate Mall, San Diego, California 92121, unless postponed or adjourned to a later date. This is an important meeting that affects your investment in AmpliPhi.
 
On January 3, 2019, AmpliPhi and C3J Therapeutics, Inc. (“C3J”) entered into an Agreement and Plan of Merger and Reorganization (as amended, the “Merger Agreement”), pursuant to which Ceres Merger Sub, Inc., a wholly owned subsidiary of AmpliPhi, will merge with and into C3J, with C3J surviving as a wholly owned subsidiary of AmpliPhi, and AmpliPhi common stock will be issued to the former C3J shareholders at the effective time of such merger (the “Merger”). Immediately following the Merger, we anticipate that the securityholders of AmpliPhi as of immediately prior to the Merger will own approximately 30% of the aggregate number of shares of AmpliPhi common stock and the former C3J shareholders will own approximately 70% of the aggregate number of shares of AmpliPhi common stock (in each case on a fully diluted basis but using the treasury stock method and excluding out-of-the-money options and out-of-the-money-warrants, and determined before accounting for the financing transaction discussed below). The Merger has been unanimously approved by the boards of directors of both companies and is expected to close in May 2019, subject to approval of AmpliPhi’s shareholders as well as other customary conditions.
 
On February 5, 2019, AmpliPhi and C3J entered into share purchase agreements with certain shareholders of C3J (the “Investors”), pursuant to which AmpliPhi will sell, and the Investors have agreed to buy, in a private placement, shares of AmpliPhi common stock immediately following the effective time of the Merger, having an aggregate purchase price of  $10.0 million (the “Financing”). The AmpliPhi shares of common stock to be issued in the Financing will be sold at a price per share equal to $40.0 million divided by the total number of shares of AmpliPhi’s common stock outstanding on a fully diluted, as-converted basis, excluding out-of-the-money options, out-of-the-money warrants, shares reserved for issuance under equity incentive plans that are not subject to outstanding awards, and shares issuable in the Financing. Immediately following the closing of the Merger and the Financing, the former C3J securityholders (including the Investors) are expected to own approximately 76% of the aggregate number of shares of AmpliPhi common stock (of which approximately 20% will be represented by the shares issued in the Financing to the Investors) and the securityholders of AmpliPhi as of immediately prior to the Merger are expected to own approximately 24% of the aggregate number of shares of AmpliPhi common stock (on a fully diluted basis but using the treasury stock method and in each case excluding out-of-the-money options and out-of-the-money-warrants). Additionally, given that the calculation of the price of the shares of AmpliPhi common stock to be sold in the Financing is tied to the number of shares outstanding immediately following the effective time of the Merger, the price per share of common stock sold in the Financing could be a discount to the closing price of our common stock as reported on the NYSE American on the execution date of the share purchase agreements for the Financing, February 5, 2019.
 
At the effective time of the Merger, the officers of AmpliPhi will include Todd R. Patrick, the current chief executive officer of C3J, who will become the chief executive officer of AmpliPhi, replacing Paul C. Grint, M.D., in such capacity, Brian Varnum, Ph.D., the chief development officer of C3J, who will become the president and chief development officer of AmpliPhi, Steve R. Martin, the current chief financial officer of AmpliPhi, who will retain his position as chief financial officer, and Duane Morris, the vice president, operations of C3J, who will become the vice president, operations of AmpliPhi. In addition, each of Louis Drapeau, Paul C. Grint, M.D., Wendy S. Johnson and Vijay Samant will resign from AmpliPhi’s board of directors effective upon the effective time of the Merger, and the designees of C3J pursuant to the Merger Agreement, Richard Bastiani, Ph.D., Richard Bear, H. Stewart Parker, Todd R. Patrick and Joseph M. Patti, Ph.D. will be appointed to fill the vacancies created by the resignations of the current AmpliPhi directors listed above. Following the Merger, the headquarters of AmpliPhi will be located in Marina del Rey, at C3J’s current headquarters.
 
Shares of AmpliPhi common stock are currently listed on the NYSE American under the symbol “APHB.” Prior to consummation of the Merger, AmpliPhi intends to file an initial listing application with the NYSE American pursuant to NYSE American “change of control” rules. After completion of the Merger, AmpliPhi will be renamed “Armata Pharmaceuticals, Inc.” and expects to trade on the NYSE American under the symbol “ARMP.”
 
AmpliPhi is holding a special meeting of shareholders (the “Special Meeting”) for the following purposes, as more fully described in the accompanying proxy statement:
 
1.  To approve the consummation of a Business Combination (as defined in AmpliPhi’s amended and restated articles of incorporation) pursuant to the Merger and the issuance of AmpliPhi common stock at the effective time of the Merger, as contemplated by the Merger Agreement;
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2.  To approve the issuance of shares of AmpliPhi common stock having an aggregate purchase price of  $10,000,000 immediately following the effective time of the Merger in a private placement financing transaction, as described in this proxy statement (the “Financing”);
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3.  To approve an amendment to AmpliPhi’s amended and restated articles of incorporation to effect a Reverse Split of AmpliPhi’s common stock (the “Reverse Split”) at a ratio in the range of between 1-for-3 to 1-for-20, inclusive, with such ratio to be determined in the discretion of AmpliPhi’s board of directors and with such Reverse Split to be effected prior to the effective time of the Merger;
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4.  To approve an amendment to AmpliPhi’s 2016 Equity Incentive Plan to increase the shares authorized for issuance thereunder by 13,822,963 shares (without giving effect to the Reverse Split) (the “EIP Amendment”);
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5.  To authorize the adjournment of the Special Meeting in order to permit the solicitation of additional proxies if there are not sufficient votes to approve Proposal Nos. 1 through 4 described above at the time of the Special Meeting; and
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6.  To transact any other business that may be properly brought before the meeting or any continuation, adjournment or postponement thereof.
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After careful consideration, AmpliPhi’s board of directors has determined that the Merger is fair to, and in the best interests of, AmpliPhi and its shareholders, has approved the Merger Agreement, the Merger, the issuance of shares of AmpliPhi common stock to C3J’s shareholders pursuant to the terms of the Merger Agreement and to certain C3J shareholders pursuant to the Financing, the amendment to AmpliPhi’s articles of incorporation to implement the Reverse Split, the EIP Amendment, and the other actions contemplated by the Merger Agreement, and has determined to recommend that the AmpliPhi shareholders vote to approve each of the proposals set forth in this proxy statement. Accordingly, AmpliPhi’s board of directors unanimously recommends that the AmpliPhi shareholders vote FOR each of the Proposal Nos. 1 through 4 described above; and FOR the authorization to adjourn the Special Meeting in order to permit the solicitation of additional proxies if there are not sufficient votes to approve Proposal Nos. 1 through 4 described above at the time of the Special Meeting.
 
Your vote is very important, regardless of the number of shares you own.    Whether or not you expect to attend the Special Meeting in person, please complete, date, sign and promptly return the accompanying proxy card in the enclosed postage paid envelope to ensure that your shares will be represented and voted at the Special Meeting.
 
More information about AmpliPhi, C3J and the proposed transactions is contained in this proxy statement. AmpliPhi urges you to read the accompanying proxy statement carefully and in its entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “ RISK FACTORS ” BEGINNING ON PAGE 24 .
 
C3J Therapeutics Website - Press Releases
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#1220  Sticky Note Reiterating some points on the expected merger from lesgetrich 04/04/19 11:21:43 AM
#1260   It seems there are still some loose ends lesgetrich 05/24/19 09:32:26 AM
#1258   volume is sub - anemic... 7 minutes timberwolf7 05/23/19 10:15:06 AM
#1257   We'll see. Shares rose to over $6/share after lesgetrich 05/21/19 04:29:51 PM
#1256   I still expect the price to go down timberwolf7 05/21/19 01:04:37 PM
#1255   so the r/split was 1-14... And see that lesgetrich 05/21/19 09:45:34 AM
#1254   so the r/split was 1-14... And timberwolf7 05/20/19 11:34:52 PM
#1253   Armata is publishing an updated corporate presentation... lesgetrich 05/14/19 07:41:32 AM
#1252   interesting changes here. its interesting to be listed Autisticallycompetent 05/13/19 05:28:02 PM
#1251   I've applied to change the board's name/symbol. It lesgetrich 05/10/19 02:16:09 PM
#1250   Website is changed over already. gumshoe22 05/10/19 12:31:59 PM
#1249   Interesting trading this morning. People are rounding their lesgetrich 05/10/19 10:27:19 AM
#1248   Here's the announcement... lesgetrich 05/08/19 08:17:10 PM
#1247   Gotta have some serious faith in the merger, 420man 05/08/19 07:03:55 PM
#1246   * * $APHB Video Chart 05-08-2019 * * ClayTrader 05/08/19 04:05:31 PM
#1244   Falling :( mantis 05/08/19 01:59:59 PM
#1243   Let's hope mantis 05/08/19 01:06:47 PM
#1242   How can the undetermined value of the C3J gimmeshelter 05/08/19 12:57:19 PM
#1241   I think the merger approval is already priced mantis 05/08/19 12:51:37 PM
#1240   I haven't seen anything. Will trading be halted gimmeshelter 05/08/19 12:37:46 PM
#1239   Has the merger been approved? mantis 05/08/19 12:34:48 PM
#1238   I was guessing from 12:1 to 15:1 until gimmeshelter 05/08/19 11:55:29 AM
#1237   no guesses on the size of the 'anticipated' timberwolf7 05/08/19 09:47:07 AM
#1236   News: $APHB AmpliPhi Biosciences Reports First Quarter 2019 whytestocks 05/06/19 04:40:34 PM
#1235   LOL, Looks like this post may have triggered lesgetrich 05/02/19 07:47:57 PM
#1234   APHB is still an NYSE listed company and lesgetrich 05/02/19 07:06:16 PM
#1233   * * $APHB Video Chart 05-02-2019 * * ClayTrader 05/02/19 05:44:32 PM
#1232   Nice move up on heavy volume. Get gumshoe22 05/02/19 03:50:41 PM
#1231   You're absolutely right. There's revenue on the table lesgetrich 05/02/19 03:22:59 PM
#1230   And that doesn't factor in the imminent grant gimmeshelter 05/02/19 03:12:33 PM
#1229   Correction... ...The $.36 pps valuation is based on $28 lesgetrich 05/02/19 12:51:00 PM
#1228   Why can't an 'adjustment be sustained BELOW the lesgetrich 05/02/19 12:02:27 PM
#1227   1. Why can't an 'adjustment be sustained timberwolf7 05/02/19 12:12:41 AM
#1226   A new amendment to the merger Proxy Statement lesgetrich 05/01/19 08:16:32 AM
#1225   My response is that the current pps is lesgetrich 04/29/19 02:23:24 PM
#1224   all well and good, yes, some 'positives' for timberwolf7 04/29/19 09:26:47 AM
#1223   * * $APHB Video Chart 04-12-2019 * * ClayTrader 04/12/19 06:06:11 PM
#1222   We're getting closer to the merger with C3J. lesgetrich 04/12/19 12:35:00 PM
#1221   big spike in volume today. News on gumshoe22 04/12/19 12:00:16 PM
#1220   Reiterating some points on the expected merger from lesgetrich 04/04/19 11:21:43 AM
#1219   A new filing is out regarding the merger... lesgetrich 04/04/19 08:57:55 AM
#1218   There's a flaw in your logic... lesgetrich 03/30/19 03:52:09 PM
#1217   When I hear r/split to 'inflate' the share timberwolf7 03/30/19 01:30:20 PM
#1216   It should be noted that former C3J shareholders lesgetrich 03/25/19 11:36:41 AM
#1215   Several new developments today... lesgetrich 03/25/19 11:21:55 AM
#1214   APHB riding .29's followthecharts 03/08/19 12:03:57 PM
#1213   I think the C3J deal with a global gimmeshelter 03/05/19 04:33:06 PM
#1212   Liked the news on the merger until I lesgetrich 02/09/19 01:03:23 PM
#1211   agree, rare to see a R/s work out timberwolf7 02/08/19 08:51:58 AM
#1210   I´ve seldom seen a company publishing RS plus Klinsmann 02/08/19 02:38:04 AM
#1209   agree.... After hearing about the timberwolf7 02/07/19 08:57:22 PM
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