Form SCHEDULE 13D/A Armata Pharmaceuticals, Filed by: Innoviva, Inc.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
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Armata Pharmaceuticals, Inc. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
(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).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Innoviva, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
55,467,459.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
82.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
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
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| CUSIP No. |
| 1 |
Name of reporting person
Innoviva Strategic Opportunities LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
46,756,659.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
69.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
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
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value | |
| (b) | Name of Issuer:
Armata Pharmaceuticals, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
5005 MCCONNELL AVE, LOS ANGELES,
CALIFORNIA
, 90066. | |
Item 1 Comment:
This Amendment No. 15 to Schedule 13D ("Amendment No. 15") amends and supplements the initial Statement of Beneficial Ownership on Schedule 13D, as filed with the U.S. Securities and Exchange Commission (the "SEC") by Innoviva, Inc. ("Innoviva") on February 14, 2020, as amended and supplemented by Amendment No. 1 filed with the SEC on March 31, 2020 by Innoviva, as further amended and supplemented by Amendment No. 2 filed with the SEC on January 26, 2021 by Innoviva and Innoviva Strategic Opportunities LLC, a wholly-owned subsidiary of Innoviva ("Innoviva Sub"), as further amended and supplemented by Amendment No. 3 filed with the SEC on March 17, 2021 by Innoviva and Innoviva Sub, as further amended and supplemented by Amendment No. 4 filed with the SEC on April 1, 2021 by Innoviva and Innoviva Sub, as further amended and supplemented by Amendment No. 5 filed with the SEC on November 1, 2021 by Innoviva and Innoviva Sub, as further amended and supplemented by Amendment No. 6 filed with the SEC on February 11, 2022 by Innoviva and Innoviva Sub, as further amended and supplemented by Amendment No. 7 filed with the SEC on April 1, 2022, as further amended and supplemented by Amendment No. 8 filed with the SEC on January 10, 2023, as further amended and supplemented by Amendment No. 9 filed with the SEC on July 11, 2023, as further amended and supplemented by Amendment No. 10 filed with the SEC on March 4, 2024, as further amended and supplemented by Amendment No. 11 filed with the SEC on November 14, 2024, as further amended and supplemented by Amendment No. 12 filed with the SEC on March 12, 2025, as further amended and supplemented by Amendment No. 13 filed with the SEC on August 12, 2025, as further amended and supplemented by Amendment No. 14 filed with the SEC on January 23, 2026 (the "Schedule 13D"), with respect to shares of common stock, $0.01 par value per share ("Common Stock") of Armata Pharmaceuticals, Inc., a Washington corporation (the "Issuer"), warrants to acquire additional shares of Common Stock of the Issuer ("Warrants"), and secured convertible debt convertible into Common Stock of the Issuer. Innoviva and Innoviva Sub (collectively, the "Reporting Persons") are filing this amendment to reflect the acquisition by Innoviva Sub of secured debt of the Issuer pursuant to the May 2026 Credit Agreement (as defined below).
Except as specifically amended and supplemented by this Amendment No. 15, the Schedule 13D (as amended) remains in full force and effect. | ||
| Item 4. | Purpose of Transaction | |
Item 4 in Schedule 13D is hereby supplemented as follows:
On May 12, 2026, the Issuer entered into, as borrower, a credit and security agreement (the "May 2026 Credit Agreement") with Innoviva Sub, as lender, pursuant to which the Issuer borrowed from Innoviva Sub $25,000,000.
On the date of this Amendment No. 15, the Reporting Persons collectively own 25,076,769 shares of Common Stock of the Issuer, warrants to acquire an additional 10,653,847 shares of Common Stock of the Issuer, and the right to acquire an additional 19,736,843 shares of Common Stock of the Issuer upon conversion of the convertible loan (excluding any accrued interest). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 in Schedule 13D is hereby supplemented as follows:
As of the date of filing of this Amendment No. 15, the Reporting Persons collectively may be deemed to have beneficial ownership of 55,467,459 shares of Common Stock, representing approximately 82.7% of the outstanding shares of Common Stock of the Issuer as of the date of this Amendment No. 15 to Schedule 13D, based on 36,695,155 shares of Common Stock outstanding as of April 27, 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.
Except as set forth in this Schedule 13D (as amended), the Reporting Persons did not acquire or sell any shares of Common Stock or other securities of the Issuer during the last 60 days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 in Schedule 13D is hereby supplemented as follows:
On May 12, 2026, the Issuer and Innoviva Sub entered into the May 2026 Credit Agreement, which provides for a secured term loan facility in an aggregate amount of $25,000,000 at an interest rate of 14.00% per annum, and a maturity date of January 11, 2029, and which is not convertible into securities of the Issuer or into any other securities.
The foregoing description of the terms of the May 2026 Credit Agreement does not purport to be complete and is qualified in its entirety by the full text of the agreement, a copy of which is filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on May 12, 2026. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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