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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): March 5, 2020

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.)

31 East 62nd Street
New York, New York
(Address of principal executive offices)
  
10065
(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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
common stock, $.0001 par value
SIGA
The Nasdaq Global Market
 
Item 2.02 Results of Operations and Financial Condition

On March 5, 2020, SIGA Technologies, Inc. (the “Company”) issued a press release (the “Press Release”) announcing, among other things, its financial results for the twelve months ended December 31, 2019.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information contained in, or incorporated into, this Item 2.02, including the portion of the Press Release announcing the Company’s financial results, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

Item 8.01 Other Events.

The Press Release also announced that the Company’s Board of Directors has authorized a share repurchase program under which the Company may repurchase up to $50 million of the Company’s common stock through December 31, 2021.

The timing and actual number of shares repurchased, if any, will depend on a variety of factors, including: exercise of procurement options under government contracts, alternative opportunities for strategic uses of cash, the stock price of the Company’s common stock, market conditions, and other corporate liquidity requirements and priorities. The repurchase program does not obligate the Company to acquire a specific dollar amount or number of shares and may be modified, suspended or discontinued at any time. Repurchases under the program may be made from time to time at the Company’s discretion in open market transactions, through block trades, in privately negotiated transactions, and pursuant to any trading plan that may be adopted by the Company’s management in accordance with Rule 10b5-1 of the Exchange Act or otherwise. Prior to executing any repurchases under this program, the Company’s current term loan would need to be fully repaid or its terms would need to be amended to allow for share repurchases.

The full text of the Press Release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) The following exhibits are included in this report:

Exhibit
No.
  
Description
     
 
Press Release, dated March 5, 2020.
 
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: March 5, 2020


Exhibit 99.1

SIGA Technologies, Inc. Reports Financial Results for Fiscal Year 2019

- Announces Expectations for Product Delivery to BARDA -

- Announces $50 Million Share Repurchase Program -

- Corporate Update Conference Call Today at 4:30 PM ET -

March 5, 2020, 4:05 pm ET

NEW YORK -- SIGA Technologies, Inc. (SIGA) (NASDAQ: SIGA), a commercial-stage pharmaceutical company focused on the health security market, today reported 2019 full year financial results and announced product delivery expectations for oral TPOXX® under the HHSO100201800019C contract with the Biomedical Advanced Research and Development Authority (“BARDA”, and “19C BARDA Contract”, also known as the 2018 BARDA Contract). The Company also announced a $50 million share repurchase program.

Summary 2019 Financial Results

SIGA’s revenue for the year ended December 31, 2019 was approximately $27 million, resulting in an operating loss of approximately $2 million.  Net loss per share was $0.15 per diluted share for the year.  Net loss per share includes items not included in the calculation of operating loss, such as interest expense on the Term Loan, adjustments to the fair value of warrants and benefit from income taxes.  Cash and cash equivalents, including amounts in restricted accounts, were approximately $161 million at December 31, 2019.  Amounts in restricted accounts (approximately $96 million as of December 31, 2019) are available to pay interest, fees and principal related to the outstanding Term Loan.
 
Dr. Phil Gomez, CEO of SIGA, said, “The 2019 financial results reflect a transition from the 2011 BARDA Contract to the 19C BARDA Contract with substantial product deliveries and revenues under the 19C BARDA Contract expected to commence in 2020.”
 
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Product Delivery Expectations in Connection with 19C BARDA Contract

SIGA expects the near-term exercise of procurement options by BARDA under the 19C BARDA Contract worth a total of approximately $101 million for the procurement of 363,070 courses of oral TPOXX® (tecovirimat). Deliveries of oral TPOXX® to the Strategic National Stockpile (SNS), under these option exercises, are expected to start in the second quarter of 2020 and approximately $101 million of oral TPOXX® courses are expected to be delivered to the SNS by April 2021. After the above-mentioned expected exercise of options, the 19C BARDA Contract would have up to $414 million of procurement-related options remaining for future exercise.

Authorization of $50 Million Share Repurchase Program

The Board of Directors authorized a share repurchase program under which the Company may repurchase up to $50 million of the Company’s common stock through December 31, 2021.

The timing and actual number of shares repurchased, if any, will depend on a variety of factors, including: exercise of procurement options under government contracts, alternative opportunities for strategic uses of cash, the stock price of the Company’s common stock, market conditions, and other corporate liquidity requirements and priorities. The repurchase program does not obligate the Company to acquire a specific dollar amount or number of shares and may be modified, suspended or discontinued at any time. Repurchases under the program may be made from time to time at the Company’s discretion in open market transactions, through block trades, in privately negotiated transactions, and pursuant to any trading plan that may be adopted by the Company’s management in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, or otherwise. Prior to executing any repurchases under this program, the Company’s current term loan would need to be amended or fully repaid.

“The Board’s authorization of this share repurchase program reflects our commitment to seeking value creation through a full range of approaches,” said Dr. Gomez.  “This program represents a path for creating positive shareholder returns and long-term shareholder value while maintaining our financial flexibility to opportunistically invest in potential internal or external growth opportunities.”
 
Conference Call and Webcast

SIGA will host a conference call and webcast to provide a business update today, Thursday, March 5, 2020, at 4:30 P.M. ET.

Participants may access the call, by dialing (877) 407-6184 for domestic callers or (201) 389-0877 for international callers. A live webcast of the call will also be available on the Company’s website at www.siga.com under the ‘Events & Presentations’ tab in the Investor Relations section, or by clicking here. Please log in approximately 5-10 minutes prior to the scheduled start time.
 
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A replay of the call will be available for two weeks by dialing (877) 660-6853 for domestic callers or (201) 612-7415 for international callers and using Conference ID: 13691653. The archived webcast will be available in the Events and Presentations section of the Company’s website.

ABOUT SIGA TECHNOLOGIES, INC. and TPOXX®

SIGA Technologies, Inc. is a commercial-stage pharmaceutical company focused on the health security market. Health security comprises countermeasures for biological, chemical, radiological and nuclear attacks (biodefense market), vaccines and therapies for emerging infectious diseases, and health preparedness. Our lead product is TPOXX®, also known as tecovirimat and ST-246®, an orally administered and IV formulation antiviral drug for the treatment of human smallpox disease caused by variola virus. TPOXX® is a novel small-molecule drug and the US maintains a stockpile of 1.7 million courses in the Strategic National Stockpile under Project BioShield. The oral formulation of TPOXX® was approved by the FDA for the treatment of smallpox in 2018. The full label is here: https://dailymed.nlm.nih.gov/dailymed/drugInfo.cfm?setid=fce826ab-4d6a-4139-a2ee-a304a913a253. In September 2018, SIGA signed a contract of more than $600 million with the Biomedical Advanced Research and Development Authority (BARDA) for additional procurement and development related to both oral and intravenous formulations of TPOXX®. For more information about SIGA, please visit www.siga.com.

About Smallpox1

Smallpox is a contagious, disfiguring and often deadly disease that has affected humans for thousands of years. Naturally-occurring smallpox was eradicated worldwide by 1980, the result of an unprecedented global immunization campaign. Samples of smallpox virus have been kept for research purposes. This has led to concerns that smallpox could someday be used as a biological warfare agent. A vaccine can prevent smallpox, but the risk of the current vaccine’s side effects is too high to justify routine vaccination for people at low risk of exposure to the smallpox virus.

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. Such forward-looking statements are subject to various known and unknown risks and uncertainties, and SIGA cautions you that any forward-looking information provided by or on behalf of SIGA is not a guarantee of future performance. 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, 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, 2019, and in other documents that SIGA has filed with the SEC. SIGA urges investors and security holders to read those documents free of charge at the SEC’s web site at http://www.sec.gov. Interested parties may also obtain those documents free of charge from SIGA. Forward-looking statements are current only as of the date on which such statements were made, and except for our ongoing obligations under the United States of America federal securities laws, we undertake no obligation to update publicly any forward-looking statements whether as a result of new information, future events, or otherwise.
 
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The information contained in this press release does not necessarily reflect the position or the policy of the Government and no official endorsement should be inferred.

Contacts:
Investors
David Carey
212-867-1768
david.carey@finnpartners.com

Media
Stephanie Seiler
206-713-0124
stephanie.seiler@finnpartners.com
________________________
1 http://www.mayoclinic.org/diseases-conditions/smallpox/basics/definition/con-20022769
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SIGA TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
As of
 
   
December 31,
2019
    
December 31,
2018
  
ASSETS
            
Current assets
            
Cash and cash equivalents
  
$
65,249,072
    
$
100,652,809
  
Restricted cash and cash equivalents, short-term
    
95,737,862
      
11,452,078
  
Accounts receivable
    
4,167,996
      
1,959,133
  
Inventory
    
9,652,855
      
2,908,210
  
Prepaid expenses and other current assets
    
5,234,000
      
4,317,615
  
Total current assets
    
180,041,785
      
121,289,845
  
                 
Property, plant and equipment, net
    
2,618,303
      
171,274
  
Restricted cash and cash equivalents, long-term
    
—
      
68,292,023
  
Deferred tax asset, net
    
14,151,002
      
11,733,385
  
Goodwill
    
898,334
      
898,334
  
Other assets
    
856,766
      
1,058,880
  
Total assets
  
$
198,566,190
    
$
203,443,741
  
LIABILITIES AND STOCKHOLDERS’ EQUITY
                
Current liabilities
                
Accounts payable
  
$
3,054,032
    
$
1,688,488
  
Accrued expenses and other current liabilities
    
8,636,911
      
9,648,917
  
Term debt, current
    
80,044,866
      
—
  
Total current liabilities
    
91,735,809
      
11,337,405
  
Warrant liability
    
6,116,882
      
12,380,939
  
Other liabilities
    
2,929,743
      
1,263,113
  
Long-term debt
    
—
      
75,547,597
  
Total liabilities
    
100,782,434
      
100,529,054
  
Commitments and contingencies (Note 14)
                
Stockholders’ equity
                
Common stock ($.0001 par value, 600,000,000 shares authorized, 81,269,868 and 80,763,350 issued and outstanding at December 31, 2019, and December 31, 2018, respectively)
    
8,127
      
8,076
  
Additional paid-in capital
    
220,808,037
      
218,697,872
  
Accumulated deficit
    
(123,032,408
)
    
(115,791,261
)
Total stockholders’ equity
    
97,783,756
      
102,914,687
  
Total liabilities and stockholders’ equity
  
$
198,566,190
    
$
203,443,741
  
 
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SIGA TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Years Ended December 31
 
   
2019
    
2018
    
2017
  
Revenues
                  
Product sales and supportive services
  
$
11,190,064
    
$
468,918,468
    
$
—
  
Research and development
    
15,552,021
      
8,135,314
      
12,268,960
  
Total revenues
    
26,742,085
      
477,053,782
      
12,268,960
  
                         
Operating expenses
                        
Cost of sales and supportive services
    
1,782,838
      
95,268,974
      
—
  
Selling, general and administrative
    
13,252,136
      
12,879,738
      
12,303,050
  
Research and development
    
13,303,149
      
13,016,183
      
16,679,712
  
Patent expenses
    
726,105
      
789,489
      
909,946
  
Lease termination
    
—
      
—
      
1,225,421
  
Total operating expenses
    
29,064,228
      
121,954,384
      
31,118,129
  
Operating (loss) income
    
(2,322,143
)
    
355,099,398
      
(18,849,169
)
Gain (loss) from change in fair value of warrant liability
    
5,091,256
      
(6,922,624
)
    
(4,738,753
)
Interest expense
    
(15,769,768
)
    
(15,478,203
)
    
(14,758,140
)
Other income, net
    
2,822,232
      
78,940,985
      
16,788
  
(Loss) income before income taxes
    
(10,178,423
)
    
411,639,556
      
(38,329,274
)
Benefit for income taxes
    
2,937,276
      
10,168,272
      
2,093,790
  
Net and comprehensive (loss) income
  
$
(7,241,147
)
  
$
421,807,828
    
$
(36,235,484
)
Basic (loss) earnings per share
  
$
(0.09
)
  
$
5.28
    
$
(0.46
)
Diluted (loss) earnings per share
  
$
(0.15
)
  
$
5.18
    
$
(0.46
)
Weighted average shares outstanding: basic
    
81,031,254
      
79,923,295
      
78,874,494
  
Weighted average shares outstanding: diluted
    
82,175,023
      
82,708,472
      
78,874,494
  


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