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 3, 2022

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))

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
 
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 2.02
Results of Operations and Financial Condition

On March 3, 2022, SIGA Technologies, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the three and twelve months ended December 31, 2021.

Pursuant to General Instruction B.2 of Form 8-K, the information contained in, or incorporated into, this Item 2.02, including the Press Release, 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.

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 3, 2022.
 
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).


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 3, 2022
 
 




Exhibit 99.1

SIGA Reports Financial Results for Three and Twelve Months Ended December 31, 2021
 
- Approximately $113 Million of U.S. Product Sales in 2021 –
 
- Approximately $13 Million of International Product Sales in 2021 –
 
- Corporate Update Conference Call Today at 4:30 PM ET -
 
March 3, 2022, 4:05 pm ET
 
NEW YORK -- SIGA Technologies, Inc. (SIGA) (NASDAQ: SIGA), a commercial-stage pharmaceutical company, today reported financial results for the three and twelve months ended December 31, 2021.
 
“SIGA’s fourth quarter and annual financial results are highlighted by approximately $113 million of product sales in connection with deliveries of oral TPOXX® to the U.S. government,” said Phil Gomez, CEO of SIGA. “With many industries, including the pharmaceutical industry, facing significant supply chain challenges, the delivery of approximately $125 million of oral TPOXX to the U.S. and Canadian governments required significant coordination and diligence in managing production, packaging and delivery; as such, I am grateful for an excellent team at SIGA and outstanding supply chain partners for the delivery of oral TPOXX in challenging circumstances.  I would also like to thank the incredible teams at our government partners in the U.S. and Canada who worked with us to ensure delivery of TPOXX in a timely manner, especially given their significant ongoing COVID-19 responsibilities.  Timely deliveries of TPOXX are excellent examples of strong public-private partnerships.”


Summary Financial Results
($ in millions, except per share amounts)
 
Three Months Ended December 31, 2021 in comparison to Three Months Ended
December 31, 2020
 
   
Three Months
Ended
December 31,
2021
   
Three Months
Ended
December 31,
2020
 
             
Total Revenues
 
$
115.4
   
$
37.8
 
Operating Income (1)
 
$
94.0
   
$
26.8
 
Income before Income Taxes (1)
 
$
93.9
   
$
26.2
 
Net Income
 
$
73.2
   
$
20.1
 
Diluted Income per Share
 
$0.98 per share
   
$0.26 per share
 

Year Ended December 31, 2021 in comparison to Year Ended December 31, 2020
 
   
Year
Ended
December 31,
2021
   
Year
Ended
December 31,
2020
 
             
             
Total Revenues
 
$
133.7
   
$
125.0
 
Operating Income (1)
 
$
89.1
   
$
84.5
 
Income before Income Taxes (1)
 
$
89.3
   
$
73.5
 
Net Income
 
$
69.5
   
$
56.3
 
Diluted Income per Share
 
$0.91 per share
   
$0.71 per share
 

(1) Operating Income excludes, and Income before Income Taxes includes, costs in connection with the retirement of the Company’s term loan, interest expense, interest income and adjustments to the fair value of the Company’s outstanding warrant. Both line items exclude the impact of income taxes. 
 

Recent Activities and Recap for 2021:
 

In January 2022, the European Medicines Agency (EMA) approved the marketing authorisation application (MAA) for oral Tecovirimat SIGA®, the same formulation that was approved by the U.S. Food and Drug Administration (FDA) in July 2018 under the brand name TPOXX®. The approved EMA label has a broader indication for use to treat smallpox, monkeypox, cowpox, and vaccinia complications following vaccination against smallpox.  Earlier in December 2021, Health Canada approved oral TPOXX (tecovirimat) as an extraordinary use drug for the treatment of human smallpox disease.  The MAA was filed as part of the EMA centralized application process, which, upon approval, enables sales, including procurement for stockpiling, of oral tecovirimat in all European Union (EU) member states, as well as Norway (which separately approved the product in February 2022), Iceland, and Liechtenstein.
 

In January 2022, SIGA announced a research collaboration with Bioarchitech, a United Kingdom-based biotech company developing immunotherapy for the treatment of cancer. This collaboration will investigate TPOXX (tecovirimat) in combination with Bioarchitech’s proprietary vaccinia-based immunotherapy platform in preclinical studies. This platform utilizes engineered antibodies and other proteins expressed within the genome of an oncolytic virus. Cancer cells infected by the vaccinia virus release these potent immunotherapy molecules into the tumor where they orchestrate the destruction of malignant cells using the patient’s own immune system.
 

In the fourth quarter of 2021, the Company delivered approximately $113 million of oral TPOXX to the U.S. government. 
 

For 2021, the Company had approximately $13 million of international sales.  In comparison, international sales were approximately $2 million in 2020.
 
Share Repurchase Activity
 
During the fourth quarter of 2021, SIGA repurchased approximately 0.8 million shares of its common stock, for approximately $5.8 million.  For the full year, the Company repurchased approximately 3.8 million shares of its common stock for approximately $26.0 million, which amounts to approximately 5% of shares outstanding as of the start of the year. 
 

Conference Call and Webcast
 
SIGA will host a conference call and webcast to provide a business update today, Thursday, March 3, 2022, at 4:30 P.M. ET.
 
Participants may access the call by dialing 1-877-425-9470 for domestic callers or 1-201-389-0878 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.
 
A replay of the call will be available for two weeks by dialing 1-844-512-2921 for domestic callers or 1-412-317-6671 for international callers and using Conference ID: 13725422. 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 U.S. government maintains a stockpile of TPOXX for treatment of smallpox. Over the past decade, the U.S. government has procured, or has current orders for, approximately $705 million of TPOXX for national preparedness.   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 potentially worth more than $600 million with BARDA for procurement and development related to both oral and intravenous formulations of TPOXX. The same oral formulation was approved by the EMA in January 2022, and Health Canada in December 2021. 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.
 

COVID-19 Pandemic
 
The COVID-19 pandemic has caused significant societal and economic disruption. Such disruption, and the associated risks and costs, are expected to continue for an indeterminate period of time. Given the uncertain future course of the COVID-19 pandemic, and the uncertain scale and scope of its future direct and indirect impact, the Company is continually reviewing business and financial risks related to the pandemic and seeking coordination with its government partners with respect to the performance of current and future government contracts. Additionally, the Company is continually coordinating with service providers and vendors, in particular Contract Manufacturing Organizations ("CMOs") that constitute our supply chain, with respect to actions and risks caused by the COVID-19 pandemic.
 
The Company has not currently identified or been notified by government customers of impediments to the continued full performance of their government contracts. With regard to day-to-day operations, the COVID-19 pandemic, and the secondary effects of the pandemic, have at times slowed the daily pace of execution of government contracts as well as new contract generation. For example, U.S. and foreign government staffs overseeing health security preparedness have been involved directly or indirectly in governmental responses to the pandemic, which has diverted government staff time that would normally be directed toward contract matters involving SIGA. Additionally, the COVID-19 pandemic, and the secondary effects of the pandemic have increased the risk of delays in connection with a broad range of operational activities, including: supply chain procurement of raw materials and manufacturing; and certain research and development activities, such as those that involve clinical trials. While the Company does not currently expect any pandemic-related delays in such operational activities to have a material adverse impact on the financial condition or annual financial results of the Company, or its long-term performance, the Company cannot give assurances as to the full extent of the impact at this time.
 
Overall, while the COVID-19 pandemic has not adversely affected the liquidity position of the Company, the pandemic has diverted foreign government staff time normally directed toward contract matters involving SIGA and has affected and could continue to affect the timing of international contract awards for oral TPOXX. Additionally, although SIGA has completed delivery of TPOXX courses covered by the procurement option exercised in 2021, the pandemic could result in a slower pace of future product deliveries if the pandemic results in shortages or delays in the receipt by the supply chain of raw materials or supplies. Furthermore, Executive Order 14042 by the President of the United States, which subjects federal prime contractors and subcontractors to certain vaccination requirements and other COVID-19 related safety measures, could have a material impact on the availability and/or timing of services provided to SIGA by certain vendors for supply chain activities and research and development activities if such Executive Order survives any legal challenges that may be pursued. If the general negative effect of the COVID-19 pandemic becomes more acute, including due to resurgences in infections or lack of vaccination, there could be material adverse effects to our business and cash flows.
 

FORWARD-LOOKING STATEMENTS
 
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements relating to the progress of SIGA’s development programs and timelines for bringing products to market, as well as the impact of COVID-19 on SIGA’s business. Forward-looking statements may be identified by words or phrases such as “believes,” “estimates,” “expects,” “may,” “will,” “would,” “can,” “could,” and similar words and phrases. Such forward-looking statements are based on current expectations and assumptions and 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. SIGA’s actual results could differ materially from those anticipated by such forward-looking statements due to a number of factors, some of which are beyond SIGA’s control, including, but not limited to, (i) the risk that the U.S. Biomedical Advanced Research and Development Authority (“BARDA”) elects, in its sole discretion as permitted under the BARDA Contracts (as defined below), not to exercise all, or any, of the remaining unexercised options under those contracts, (ii) the risk that SIGA may not complete performance under its contracts with BARDA (the “BARDA Contracts”) on schedule or in accordance with contractual terms, (iii) the risk that the BARDA Contracts are modified or canceled at the request or requirement of the U.S. government, (iv) the risk that the nascent international biodefense market does not develop to a degree that allows SIGA to successfully market TPOXX internationally, (v) the risk that potential products, including potential alternative uses or formulations of TPOXX that appear promising to SIGA or its collaborators, cannot be shown to be efficacious or safe in subsequent pre-clinical or clinical trials, (vi) the risk that SIGA or its collaborators will not obtain appropriate or necessary governmental approvals to market these or other potential products or uses, (vii) the risk that SIGA may not be able to secure or enforce sufficient legal rights in its products, including intellectual property protection, (viii) the risk that any challenge to SIGA’s patent and other property rights, if adversely determined, could affect SIGA’s business and, even if determined favorably, could be costly, (ix) the risk that regulatory requirements applicable to SIGA’s products may result in the need for further or additional testing or documentation that will delay or prevent SIGA from seeking or obtaining needed approvals to market these products, (x) the risk that the volatile and competitive nature of the biotechnology industry may hamper SIGA’s efforts to develop or market its products, (xi) the risk that changes in domestic or foreign economic and market conditions may affect SIGA’s ability to advance its research or may affect its products adversely, (xii) the effect of federal, state, and foreign regulation, including drug regulation and international trade regulation, on SIGA’s businesses, (xiii) the risk that the COVID-19 pandemic could impact SIGA’s operations by disrupting SIGA’s supply chain for the manufacture of TPOXX, causing delays in SIGA’s research and development activities, causing delays or the re-allocation of funding in connection with SIGA’s government contracts, or diverting the attention of government staff overseeing SIGA’s government contracts, (xiv) the risk that the U.S. or foreign governments’ responses (including inaction) to national or global economic conditions or infectious diseases such as COVID-19 are ineffective and may affect SIGA’s business adversely, and (xv) other risk factors discussed in Item 1A. “Risk Factors” of SIGA’s Annual Report on Form 10-K for the year ended December 31, 2021, and in SIGA’s subsequent filings with the U.S. Securities and Exchange Commission. These documents are publicly available at the SEC’s website at http://www.sec.gov and SIGA’s website at https://investor.siga.com. Forward-looking statements are current only as of the date on which such statements were made, and except as may be otherwise required by law, we undertake no obligation to update publicly any forward-looking statements whether as a result of new information, future events, or otherwise.
 

The information contained in this press release does not necessarily reflect the position or the policy of the U.S. government and no official endorsement should be inferred. The information contained on the websites referenced herein is not incorporated by reference into this press release.

Investor Contacts:
Laine Yonker, Edison Group
lyonker@edisongroup.com

Michael Crawford, Edison Group
mcrawford@edisongroup.com



1 http://www.mayoclinic.org/diseases-conditions/smallpox/basics/definition/con-20022769
 

SIGA TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
As of

   
December 31, 2021
   
December 31, 2020
 
ASSETS
           
Current assets
           
Cash and cash equivalents
 
$
103,138,819
   
$
117,890,240
 
Accounts receivable
   
83,650,450
     
3,340,263
 
Inventory
   
19,510,379
     
20,265,519
 
Prepaid expenses and other current assets
   
2,453,444
     
2,112,069
 
Total current assets
   
208,753,092
     
143,608,091
 
                 
Property, plant and equipment, net
   
2,365,957
     
2,103,990
 
Deferred tax asset, net
   
2,422,607
     
2,544,053
 
Goodwill
   
898,334
     
898,334
 
Other assets
   
286,585
     
676,923
 
Total assets
 
$
214,726,575
   
$
149,831,391
 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities
               
Accounts payable
 
$
2,028,004
   
$
1,278,217
 
Accrued expenses and other current liabilities
   
9,252,812
     
8,285,738
 
Income tax payable
   
19,207,042
     
919,555
 
Total current liabilities
   
30,487,858
     
10,483,510
 
Warrant liability
   
6,521,441
     
6,639,211
 
Other liabilities
   
3,402,869
     
2,915,401
 
Total liabilities
   
40,412,168
     
20,038,122
 
Commitments and contingencies (Note 13)
               
Stockholders' equity
               
Common stock ($.0001 par value, 600,000,000 shares authorized, 73,543,602 and 77,195,704 issued and outstanding at December 31, 2021 and December 31, 2020, respectively)
   
7,354
     
7,720
 
Additional paid-in capital
   
226,070,308
     
224,978,430
 
Accumulated deficit
   
(51,763,255
)
   
(95,192,881
)
Total stockholders' equity
   
174,314,407
     
129,793,269
 
Total liabilities and stockholders' equity
 
$
214,726,575
   
$
149,831,391
 


SIGA TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Years Ended December 31
 
   
2021
   
2020
   
2019
 
Revenues
                 
Product sales and supportive services
 
$
126,802,536
   
$
115,471,071
   
$
11,190,064
 
Research and development
   
6,867,918
     
9,488,233
     
15,552,021
 
Total revenues
   
133,670,454
     
124,959,304
     
26,742,085
 
                         
Operating expenses
                       
Cost of sales and supportive services
   
16,601,880
     
14,797,419
     
1,782,838
 
Selling, general and administrative
   
17,323,429
     
14,003,184
     
13,252,136
 
Research and development
   
9,942,194
     
10,938,930
     
13,303,149
 
Patent expenses
   
710,152
     
719,141
     
726,105
 
Total operating expenses
   
44,577,655
     
40,458,674
     
29,064,228
 
Operating income (loss)
   
89,092,799
     
84,500,630
     
(2,322,143
)
Gain (loss) from change in fair value of warrant liability
   
117,770
     
(3,525,846
)
   
5,091,256
 
Loss on extinguishment of Term Loan
   
     
(4,981,461
)
   
 
Interest expense
   
     
(3,016,817
)
   
(15,769,768
)
Other income, net
   
101,172
     
532,085
     
2,822,232
 
Income (loss) before income taxes
   
89,311,741
     
73,508,591
     
(10,178,423
)
(Provision) benefit for income taxes
   
(19,860,975
)
   
(17,166,581
)
   
2,937,276
 
Net and comprehensive income (loss)
 
$
69,450,766
   
$
56,342,010
   
$
(7,241,147
)
Basic earnings (loss) per share
 
$
0.92
   
$
0.71
   
$
(0.09
)
Diluted earnings (loss) per share
 
$
0.91
   
$
0.71
   
$
(0.15
)
Weighted average shares outstanding: basic
   
75,322,194
     
79,259,000
     
81,031,254
 
Weighted average shares outstanding: diluted
   
76,402,716
     
79,437,306
     
82,175,023