SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): September 29, 2006
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.)
|
|
420
Lexington Avenue, Suite 408
New
York, New York
(Address
of principal executive offices)
|
10170
(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):
r
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r
Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry
Into a Material Definitive Agreement.
On
September 29, 2006, SIGA Technologies, Inc., a Delaware corporation (“SIGA”)
received a 3 year, $16.5 million contract from the National Institute of Allergy
and Infectious Diseases (“NIAID”) of the National Institutes for Health (“NIH”),
to advance the development of SIGA-246, the company’s smallpox drug candidate.
The award will support the development of SIGA-246 through the preparation
and
filing of a New Drug Application with the Food and Drug
Administration.
On
October 4, 2006, SIGA issued a press release announcing that it had entered
into
the agreement with NIAID. A copy of the press release is attached hereto as
Exhibit 99.1.
Item
1.02. Termination
of a Material Definitive Agreement.
On
October 4, 2006, SIGA, along with its wholly-owned subsidiary SIGA Acquisition
Corp. (“SAC”), exercised their right, pursuant to Section 12.1(a) of that
certain Agreement and Plan of Merger, dated as of June 8, 2006, by and among
SIGA, SAC and PharmAthene, Inc. (the “Merger Agreement”), to terminate the
Merger Agreement because the Closing (as defined in the Merger Agreement) did
not occur on or prior to September 30, 2006. A copy of the Merger Agreement
is
publicly available as an exhibit to SIGA’s Form 8-K filed on June 18,
2006.
On
October 4, 2006, SIGA issued a press release announcing the termination of
the
Merger Agreement. A copy of the press release is attached hereto as Exhibit
99.2.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits
|
Exhibit
No.
|
Description
|
|
99.1
|
Press
Release dated October 4, 2006.
|
|
99.2
|
Press
Release dated October 4, 2006.
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
SIGA
TECHNOLOGIES,
INC.
By:
/s/
Thomas N.
Konatich
Name:
Thomas
N.
Konatich
Title:
Acting
Chief Executive Officer & Chief Financial Officer
Date: October
4, 2006
Exhibit
99.1
Contact:
Thomas
N.
Konatich
SIGA
Technologies, Inc.
Chief
Financial Officer
&
Acting CEO
(212)
672-9100
SIGA
RECEIVES $16.5 MILLION FROM THE NIH TO ADVANCE
DEVELOPMENT
OF ITS SMALLPOX DRUG CANDIDATE, SIGA-246
Total
Funding Awards Received by SIGA Since August 2, 2006 Now Exceeds $27
Million
New
York,
October 4, 2006-- SIGA Technologies, Inc. (NASDAQ: SIGA) today announced the
receipt of a 3 year, $16.5 million contract from the National Institute of
Allergy and Infectious Diseases (NIAID) of the National Institutes for Health
(NIH), to advance the development of SIGA-246, the company’s smallpox drug
candidate. The award will support the development of SIGA-246 through the
preparation and filing of a New Drug Application with the Food and Drug
Administration. The receipt of this award brings the total amount of funding
commitments the company has received from various sources since August 2nd
to
over $27 million.
“We
are
grateful for the continued commitment of the NIH to the development of
SIGA-246,” said Dr. Dennis E. Hruby, Chief Scientific Officer of SIGA. “The
funding we have received from the NIH, as well as their advice and guidance
have
been critical to the success of our smallpox drug program to date. We look
forward to continue working with the NIH as SIGA-246 advances
forward.”
In
July
2006, SIGA announced the successful completion of its first human clinical
safety trial. The preliminary results indicated that SIGA-246 is safe and well
tolerated in human volunteers at all tested orally administered
doses.
SIGA
believes that SIGA-246 is the most advanced smallpox treatment currently in
development. It represents a new approach to achieve a novel, orally
active, antiviral therapeutic to smallpox. The Centers for Disease Control
and
Prevention classified smallpox as a Category A agent. It is considered one
of
the most significant threats for use as a bio-warfare agent due the fact that
people in the United States have not been vaccinated against it since 1972.
Smallpox is very easily transmitted from person to person, and has high
mortality rates (30-60%) with 90% morbidity. At present there is no approved
treatment for smallpox that can be safely administered to the general population
without significant risk of adverse reactions. “We are committed to continue the
development of SIGA-246 and hope to provide a solution to this urgent
bio-security need,” commented Dr. Hruby.
About
SIGA Technologies, Inc.
SIGA
Technologies is applying viral and bacterial genomics and sophisticated
computational modeling in the design and development of novel products for
the
prevention and treatment of serious infectious diseases, with an emphasis on
products for biological warfare defense. SIGA has the potential to become a
significant force in the discovery of vaccine and pharmaceutical agents to
fight
emerging pathogens. SIGA's product development programs emphasize the
increasingly serious problem of drug resistant bacteria. In addition to
smallpox, SIGA has antiviral programs targeting other Category A viral
pathogens, including arenaviruses (Lassa
fever, Junin, Machupo, Guanarito, Sabia, and lymphocytic choriomeningitis),
dengue virus, and the filoviruses (Ebola and Marburg).
For
more
information about SIGA, please visit SIGA's Web site at www.siga.com.
Forward-looking
statements
This
Press Release contains certain "forward-looking statements'' within the meaning
of the Private Securities Litigation Reform Act of 1995, as amended, including
statements regarding the efficacy of potential products, the timelines for
bringing such products to market and the availability of funding sources for
continued development of such products. Forward-looking statements are based
on
management's estimates, assumptions and projections, and are subject to
uncertainties, many of which are beyond the control of SIGA. Actual results
may
differ materially from those anticipated in any forward-looking statement.
Factors that may cause such differences include the risks that
(a) potential products that appear promising to SIGA or its collaborators
cannot be shown to be efficacious or safe in subsequent pre-clinical or clinical
trials, (b) SIGA or its collaborators will not obtain appropriate or
necessary governmental approvals to market these or other potential products,
(c) SIGA may not be able to obtain anticipated funding for its development
projects or other needed funding, (d) SIGA may not be able to secure
funding from anticipated government contracts and grants, and (e) SIGA may
not
be able to secure or enforce adequate legal protection, including patent
protection for its products. More detailed information about SIGA and risk
factors that may affect the realization of forward-looking statements, including
the forward-looking statements in this Press Release and the above-mentioned
presentation, is set forth in SIGA's filings with the Securities and Exchange
Commission, including SIGA's Annual Report on Form 10-K for the fiscal year
ended December 31, 2005, and in other documents that SIGA has filed with the
Commission. SIGA urges investors and security holders to read those documents
free of charge at the Commission's Web site at http://www.sec.gov. Interested
parties may also obtain those documents free of charge from SIGA.
Forward-looking statements speak only as to the date they are made, and except
for any obligation under the U.S. federal securities laws, SIGA undertakes
no
obligation to publicly update any forward-looking statement as a result of
new
information, future events or otherwise.
###
Exhibit
99.2
Contact:
Mr.
Thomas Konatich
Chief
Financial Officer and,
Acting
Chief Executive Officer
SIGA
Technologies, Inc.
(212)
672-9100
SIGA
TERMINATES MERGER
AGREEMENT
WITH PHARMATHENE, INC.
New
York,
October 4, 2006-- SIGA Technologies, Inc. (NASDAQ: SIGA) disclosed today
that it
had terminated its Agreement and Plan of Merger with PharmAthene, Inc., pursuant
to the terms of that agreement.
In
reaching its decision, the SIGA Board of Directors considered many factors,
including recent positive scientific data and the receipt of approximately
$27
million in grants for its smallpox and arenavirus programs over the last
several
months, which amount includes a grant of $16.5 million from the National
Institutes of Health also announced today.
Donald
Drapkin, Chairman of the Board of SIGA, commented, “SIGA is excited about its
future and committed to the development and successful completion of its
lead
product candidate, SIGA-246, a smallpox antiviral treatment, as well as its
other anti-viral and anti-infective programs.”
About
SIGA Technologies, Inc.
SIGA
Technologies is applying viral and bacterial genomics and sophisticated
computational modeling in the design and development of novel products for
the
prevention and treatment of serious infectious diseases, with an emphasis
on
products for biological warfare defense. SIGA has the potential to become
a
significant force in the discovery of vaccine and pharmaceutical agents to
fight
emerging pathogens. SIGA's product development programs emphasize the
increasingly serious problem of drug resistant bacteria. In addition to
smallpox, SIGA has antiviral programs targeting other Category A viral
pathogens, including arenaviruses (Lassa fever, Junin, Machupo, Guanarito,
Sabia, and lymphocytic choriomeningitis), dengue virus, and the filoviruses
(Ebola and Marburg).
For
more
information about SIGA, please visit SIGA's Web site at www.siga.com.
Forward-looking
statements
This
Press Release contains certain "forward-looking statements'' within the meaning
of the Private Securities Litigation Reform Act of 1995, as amended, including
statements regarding the efficacy of potential products, the timelines for
bringing such products to market and the availability of funding sources
for
continued development of such products. Forward-looking statements are based
on
management's estimates, assumptions and projections, and are subject to
uncertainties, many of which are beyond the control of SIGA. Actual results
may
differ materially from those anticipated in any forward-looking statement.
Factors that may cause such differences include the risks that (a) potential
products that appear promising to SIGA or its collaborators cannot be shown
to
be efficacious or safe in subsequent pre-clinical or clinical trials, (b)
SIGA
or its collaborators will not obtain appropriate or necessary governmental
approvals to market these or other potential products, (c) SIGA may not be
able
to obtain anticipated funding for its development projects or other needed
funding, (d) SIGA may not be able to secure funding from anticipated government
contracts and grants, and (e) SIGA may not be able to secure or enforce adequate
legal protection, including patent protection for its products. More detailed
information about SIGA and risk factors that may affect the realization of
forward-looking statements, including the forward-looking statements in this
Press Release and
the
above-mentioned presentation, is set forth in SIGA's filings with the Securities
and Exchange Commission, including SIGA's Annual Report on Form 10-K for
the
fiscal year ended December 31, 2005, and in other documents that SIGA has
filed
with the Commission. SIGA urges investors and security holders to read those
documents free of charge at the Commission's Web site at http://www.sec.gov.
Interested parties may also obtain those documents free of charge from SIGA.
Forward-looking statements speak only as to the date they are made, and except
for any obligation under the U.S. federal securities laws, SIGA undertakes
no
obligation to publicly update any forward-looking statement as a result of
new
information, future events or otherwise.
###