UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 30, 2018
SIGA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
|
Delaware
|
0-23047
|
13-3864870
|
|
(State or other jurisdiction of incorporation or organization)
|
(Commission file number)
|
(I.R.S. employer identification no.)
|
|
27 East 62nd Street
|
||
|
New York, New York
|
10065
|
|
|
(Address of principal executive offices)
|
(Zip code)
|
Registrant’s telephone number, including area code: (212) 672-9100
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))
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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. ☐
|
Item 1.01.
|
Entry into a Material Definitive Agreement.
|
On July 30, 2018, SIGA Technologies, Inc., a Delaware corporation (the “Company”), entered into a modification (the “Modification”) of its 2011 procurement contract (contract #HHS0100201100001C) with the Biomedical Advanced Research and Development Authority (“BARDA”) of the United States Department of Health and Human Services.
The Modification provides for the exercise by BARDA of its option for a $50 million payment to the Company relating to approval by the United States Food & Drug Administration of an extension to 84-month expiry for the Company’s orally-administered drug TPOXX® for the treatment of smallpox.
The foregoing description is qualified in its entirety by reference to the text of the Modification, which is attached hereto as Exhibit 10.1.
| Item 9.01. |
Financial Statements and Exhibits
|
(d) The following exhibit is included in this report:
|
Exhibit
No.
|
Description
|
|
Amendment of Solicitation/Modification of Contract 0015, dated July 30, 2018, to Agreement, dated May 13, 2011, between the Biomedical Advanced Research and Development Authority of the United States Department of Health and Human Services and SIGA Technologies, Inc.
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
SIGA TECHNOLOGIES, INC.
|
|||
|
By:
|
/s/ Daniel J. Luckshire | ||
|
Name:
|
Daniel J. Luckshire
|
||
|
Title:
|
Chief Financial Officer
|
||
|
Date: August 1, 2018
|
|||
Exhibit 10.1
|
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
|
1. CONTRACT ID CODE
|
PAGE OF PAGES
|
||||||||||
|
1
|
2
|
|||||||||||
|
2. AMENDMENT/MODIFICATION NO.
0015
|
3. EFFECTIVE DATE
See Block 16C
|
4. REQUISITION/PURCHASE REQ. NO.
OS221262
|
5. PROJECT NO. (if applicable) | |||||||||
|
6. ISSUED BY
|
CODE |
ASPR-BARDA
|
7. ADMINISTERED BY (if other than Item 6)
|
CODE |
ASPR-BARDA02
|
|||||||
|
ASPR-BARDA
200 Independence Ave., S.W.
Room 640-G
Washington DC 20201
|
ASPR-BARDA
330 Independence Ave, SW, Rm G640
Washington DC 20201
|
|||||||||||
|
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP code)
SIGA TECHNOLOGIES, INC. 1385150
SIGA TECHNOLOGIES, INC. 35 E 6
35 E 62ND ST
NEW YORK NY 100658014
|
(x)
|
9A. AMENDMENT OF SOLICITATION NO.
|
||||||||||
|
9B. DATED (SEE ITEM 11)
|
||||||||||||
|
|
||||||||||||
|
X
|
10A. MODIFICATION OF CONTRACT/ORDER NO.
HHSO10020110001C
|
|||||||||||
|
10B. DATED (SEE ITEM 13)
05/13/2011
|
||||||||||||
|
CODE
1385150
|
FACILITY CODE | |||||||||||
|
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
|
|
|
☐ The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers ☐ is extended, ☐ is not extended Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing items 8 and 15, and returning __________ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.
|
|
12. ACCOUNTING AND APPROPRIATION DATA (if required)
2018.199TWNP.26402
|
Net Increase: | $50,000,000.00 |
|
13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
|
|||
|
CHECK ONE
|
A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
|
||
|
B. THE ABOVE NUMBERED CONRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b)
|
|||
|
X
|
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTOPURSUANT TO AUTHORITY OF:
52.217-7 Option for Increased Quantity Separately Priced Line Item; FAR 1.605-1 – Mutual Agreement
|
||
|
D. OTHER (Specify type of modification and authority)
|
|||
|
E. IMPORTANT: Contractor ☐ is not, ☒ is required to sign this document and return 1 copies to the issuing office.
|
|||
|
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible)
Tax ID Number: 13-3864870
DUNS Number: 932651516
PURPOSE: This modification is to exercise option CLIN 0011, B.5. Price schedule, Payment for FDA Approval for extension to 84-Month Expiry Product, as described in Section C.7.1 (NSP).
FUNDS ALLOTTED PRIOR TO MOD #15 $472,320,688.00
FUNDS ALLOTTED WITH MOD #15 $50,000,000.00
TOTAL FUNDS ALLOTTED TO DATE $522,320,688.00 (Changed)
EXPIRATION DATE: September 24, 2020 (Unchanged)
Continued …
Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect
|
|
15A. NAME AND TITLE OF SIGNER (Type or print)
Dennis E. Hruby CSO
|
16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
ELIZABETH STEINER
|
||||||
|
15B. CONTRACTOR/OFFEROR
/s/ Dennis E. Hruby
|
15C. DATE SIGNED
30 Jul 2018
|
16B. UNITED STATES OF AMERICA
/s/ Elizabeth Steiner
|
16C. DATE SIGNED
7/30/18
|
||||
|
(Signature of person authorized to sign)
|
(Signature of Contracting Officer)
|
||||||
|
NSN 7540-01-152-8070
|
STANDARD FORM 30 (REV. 10-83)
|
|
Previous edition unusable
|
Prescribed by GSA
|
|
|
FAR (48 CFR) 53.243
|
|
CONTINUATION SHEET
|
REFERENCE NO. OF DOCUMENT BEING CONTINUED
HHSO100201100001C/0015
|
PAGE OF
|
|||
|
2
|
2
|
||||
|
NAME OF OFFEROR OR CONTRACTOR
SIGA TECHNOLOGIES, INC. 1385150
|
|||||||
|
ITEM NO.
(A)
|
SUPPLIES/SERVICES
(B)
|
QUANTITY
(C)
|
UNIT
(D)
|
UNIT PRICE
(E)
|
AMOUNT
(F)
|
||
|
CONTRACT FUNDED THROUGH September 24, 2020 (Unchanged)
Total contract value is changed from Not To Exceed $472,320,688.00 by $50,000,000.00 to $522,320,688.00.
1) This option is being exercised in accordance with Statement of Objectives, Section C.7.1.1 and corresponding Section B.5. Price schedule, CLIN 0011, because SIGA completed the contract requirement for FDA Approval for extension to 84-Month Expiry Product on July 13, 2018 by receiving NDA approval from the FDA.
2) By exercising the option for CLIN 0011 under the terms of this contract the total amount being obligated under this modification for this option FFP CLIN (0011) is $50,000,000 (FFP).
All other terms and conditions of contract HHSO1002011000010 remain unchanged.
END OF MODIFICATION 0015 TO HHSO100201100001C
Delivery: 06/07/2018
Delivery Location Code: HHS/OS/ASPR
HHS/OS/ASPR
200 C St SW
WASHINGTON DC 20201 US
Appr. Yr.: 2018 CAN: 199TWNP Object Class: 26402
FOB: Destination
Period of Performance: 06/28/2016 to 09/24/2020
Add Item 7 as follows:
|
|||||||
|
ASPR-18-02825 -- Exercise Option CLIN 0011 under
SIGA Technologies contract HHSO100201100001C
Obligated Amount: $50,000,000.00
|
$50,000,000.00
|
||||||
|
NSN 7540-01-152-8067
|
OPTIONAL FORM 336 (4-86)
|
||
|
|
Sponsored by GSA
|
||
|
|
FAR (48 CFR) 53.110
|