Armata Pharmaceuticals, Inc. (ARMP)

[lesgetrich]

It should be noted that former C3J shareholders are purchasing $10 million worth of Ampliphi shares post merger at a price of roughly $.36/share.

SCHEDULE 14A Proxy Statement Regarding the Merger of Ampliphi and C3J

As of February 5, 2019, AmpliPhi, C3J and certain shareholders of C3J (the “Investors”) entered into share purchase agreements (the “Share Purchase Agreements”), as contemplated by equity commitment letters previously entered into among such parties on January 3, 2019. Pursuant to the Share Purchase Agreements, AmpliPhi agreed to sell and issue, and the Investors agreed to purchase from AmpliPhi, $10.0 million of shares of the AmpliPhi’s common stock immediately following the effective time of the Merger, at a purchase price equal to approximately $0.36 per share. This price per share is equal to (i) $40.0 million, divided by (ii) the total number of shares of common stock outstanding on a fully diluted, as-converted basis, assuming the conversion, exercise or settlement of all outstanding options, warrants, and restricted stock units as of immediately after the effective time of the Merger, but excluding (A) any shares of common stock issuable pursuant to the Share Purchase Agreements and (B) any shares of Company Common Stock reserved for issuance under any equity incentive plan, stock option plan or similar arrangement but for which awards have not yet been granted as of the effective time of the Merger and any shares of common stock issuable in connection with out-of-the-money options and out-of-the-money warrants. We refer to the anticipated sale and purchase of shares of common stock immediately following the effective time of the Merger pursuant to the Share Purchase Agreements as the “Financing.”