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Armata Pharmaceuticals, Inc. (ARMP)

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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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PostSubject
#1220  Sticky Note Reiterating some points on the expected merger from lesgetrich 04/04/19 11:21:43 AM
#1316   Well, everything is done. Let's see how gumshoe22 03/30/20 12:32:09 PM
#1315   Here's more on the Innoviva agreement. Armata will lesgetrich 03/19/20 08:28:27 AM
#1314   Nice Find! Here's more... lesgetrich 03/19/20 08:08:23 AM
#1313   https://investor.armatapharma.com/2020-03-18-Armata-Pharmaceuticals-Announces-up gumshoe22 03/18/20 01:54:25 PM
#1312   I doubt it. Armata makes use of microorganisms lesgetrich 03/12/20 09:07:11 AM
#1311   Any chance our products might be effective against gumshoe22 03/11/20 10:06:53 PM
#1310   There's a new PR out... lesgetrich 02/13/20 08:38:17 AM
#1309   Has anyone noticed that the Innoviva private placement lesgetrich 02/02/20 12:24:20 PM
#1308   have no idea where its going to bottom timberwolf7 01/29/20 03:08:36 PM
#1307   2ish might not be reasonable anymore. quito_yume 01/29/20 01:34:46 PM
#1306   * * $ARMP Video Chart 01-28-2020 * * ClayTrader 01/28/20 05:16:47 PM
#1305   financing deal 'stimulates' buyers... wow timberwolf7 01/28/20 11:39:33 AM
#1304   I'm not clairvoyant but maybe this will help... lesgetrich 01/27/20 11:50:44 AM
#1303   New here... what do you guys think will x100xPercent 01/27/20 11:13:12 AM
#1302   check out CFRX..... seriously... they timberwolf7 01/13/20 08:41:20 PM
#1301   As they advance through clinical trials the pps lesgetrich 01/10/20 08:45:59 AM
#1300   worst part of this news is, they haven't timberwolf7 01/09/20 12:25:20 PM
#1299   I just noticed upon rereading the S-1 that lesgetrich 12/27/19 09:46:32 AM
#1298   Anti-biotic developers going bankrupt.. link to article timberwolf7 12/27/19 07:22:37 AM
#1297   is this where they are desperate for cash, timberwolf7 12/26/19 09:47:47 PM
#1296   First of all, Merry Christmas and lets hope timberwolf7 12/26/19 09:34:04 PM
#1295   The Registration Statement simply makes the maximum number lesgetrich 12/24/19 09:18:32 AM
#1294   So much for the "non-dilutive" financing the talked about. gumshoe22 12/24/19 09:05:10 AM
#1293   Armata is issuing a new public offering of lesgetrich 12/24/19 09:01:53 AM
#1292   An 8-K was released recently... lesgetrich 12/24/19 08:49:05 AM
#1291   Not quite inflexible... lesgetrich 11/18/19 11:31:28 AM
#1290   rmata's ability to advance its preclinical and clinical timberwolf7 11/18/19 09:20:05 AM
#1289   Whats really frustrating about this one is, they timberwolf7 11/18/19 09:15:38 AM
#1288   Synthetic Genomics, Inc now owns 5.2% of Armata. lesgetrich 11/14/19 10:01:21 AM
#1287   New PR - Message from CEO... lesgetrich 10/31/19 09:37:51 AM
#1286   New PR today... lesgetrich 10/16/19 10:31:05 AM
#1285   New filing with updated presentation... lesgetrich 09/25/19 09:27:05 PM
#1284   In case anyone missed it... lesgetrich 09/21/19 10:41:45 AM
#1283   Anyone have any idea why the pps dropped lesgetrich 09/17/19 03:46:56 PM
#1282   New PR out today (also filed as 8-K)... lesgetrich 09/12/19 09:20:28 AM
#1281   agree on the low share count and even timberwolf7 08/22/19 11:44:39 AM
#1280   There are two observations that I would caution lesgetrich 08/22/19 09:53:01 AM
#1279   TOP OF PAGE 21 SPEAKS VOLUMES AND WHY timberwolf7 08/21/19 12:34:14 AM
#1278   THEIR FIRST PHASE 1 STILL BEING DEVELOPED, MIGHT timberwolf7 08/21/19 12:11:50 AM
#1277   https://www.otcmarkets.com/stock/ARMP/news/story?e&id=1417342 Armata Pharmaceutic lesgetrich 08/15/19 12:17:36 PM
#1276   Quarterly Financials have been posted... lesgetrich 08/15/19 12:04:46 PM
#1275   New Investor Presentation from Armata... lesgetrich 08/15/19 11:13:54 AM
#1274   Rather interesting since there's a really good story lesgetrich 07/11/19 10:02:34 AM
#1273   trading volume is confirming a 'lack of timberwolf7 07/11/19 12:20:03 AM
#1272   PH 1/2 trial anticipated completion date is?? timberwolf7 07/01/19 05:16:03 AM
#1271   New Investor Presentation out today... lesgetrich 06/24/19 08:47:44 PM
#1270   I think this is way undervalued. Anything under lesgetrich 06/19/19 04:57:19 PM
#1269   https://finance.yahoo.com/news/armata-pharmaceuticals-host-key-opinion-110100659 gumshoe22 06/19/19 10:18:04 AM
#1268   someone is working hard to keep this at $3/sh.. timberwolf7 06/19/19 10:00:15 AM
#1267   ah, that explains what happened to the 'new' board... timberwolf7 06/17/19 10:43:35 AM
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