APHB Ampliphi Biosciences Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2019

Commission File Number: 001‑37544

ARMATA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

4503 Glencoe Avenue

Marina del Rey, California 90292

(Address of principal executive offices)

(310) 655‑2928

(Registrant’s telephone number)

N/A

(Former name or former address, if changed since last report)

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))

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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:

Introduction

On May 10, 2019, Armata Pharmaceuticals, Inc. (formerly known as AmpliPhi Biosciences Corporation), a Washington corporation (the “Company”), filed a Current Report on Form 8-K announcing that on May 9, 2019, the Company completed its business combination with C3J Therapeutics, Inc., a privately held Washington corporation (“C3J”), in accordance with the terms of an Agreement and Plan of Merger and Reorganization, as amended on March 25, 2019, by and among the Company, C3J and Ceres Merger Sub, Inc., a Washington corporation and wholly-owned subsidiary of the Company (the “Merger”). Also on May 9, 2019, in connection with, and prior to the completion of the Merger, the Company effected a 1-for-14 reverse stock split of its common stock (the “Reverse Stock Split”).  Immediately following the completion of the Merger, Armata completed a private placement financing transaction for an aggregate value of $10.0 million (the “Financing”). Unless otherwise noted herein, all references to share and per share amounts herein have been retrospectively adjusted, except as otherwise disclosed, to reflect the Reverse Stock Split.  Upon completion of the Merger, and the Financing, there were 9,960,078 shares of the Company’s stock outstanding. The Current Report on Form 8-K filed on May 10, 2019 is incorporated herein by reference.