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): March 14, 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
8.01. Other
Events.
On
March
14, 2006, SIGA and PharmAthene, Inc. (“PharmAthene”), issued a joint press
release pursuant to which they announced that they have entered into a
non-binding term sheet providing for the merger of PharmAthene and SIGA. The
combined company, which intends to operate under the name PharmAthene, features
a substantial portfolio of procurement-stage biodefense products targeting
anthrax, smallpox and chemical nerve agents, as well as a robust pipeline of
therapeutic and prophylactic drug candidates targeting Category A biowarfare
agents and emerging infectious diseases.
The
term
sheet provides that David P. Wright, President and Chief Executive Officer
of
PharmAthene, will serve as President and Chief Executive Officer of the combined
company. Following the merger, the Board of Directors for the new company will
reflect the new proportionate ownership.
The
term
sheet, which has been approved by the Boards of Directors of both companies,
is
not binding in significant respects and is conditioned on, among other things,
the execution of a definitive merger agreement, approval of the shareholders
of
each company, regulatory approval and other customary closing conditions, and
is
expected to close during the second or third quarters of 2006.
In
addition, PharmAthene has agreed, subject to the negotiation and execution
of
definitive documentation, to provide SIGA with up to $3 million in interim
financing.
In
the
merger, shareholders of PharmAthene will receive shares of SIGA Technologies
common stock, and all outstanding PharmAthene options and warrants will be
converted into options and warrants to purchase common stock of the combined
company. Shareholders of SIGA Technologies will own approximately 32% of the
combined company (on a diluted basis), with shareholders of PharmAthene owning
the remaining 68%.
A
copy of
the press release is attached hereto as Exhibit 99.1, which is incorporated
by
reference in this Item 8.01.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits
|
Exhibit
No.
|
Description |
|
99.1
|
Press Release dated March 14, 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:
Chief
Financial Officer
Date: March
14,
2006
Exhibit
99.1
Contact:
|
For
SIGA Technologies, Inc.:
Thomas
N. Konatich
Phone:
212-672-9100
tkonatich@siga.com
|
For
PharmAthene, Inc.:
Stacey
Jurchison
Phone:
410-571-8925
Cell:
410-474-8200
jurchisons@pharmathene.com
|
PHARMATHENE
AND SIGA TECHNOLOGIES ANNOUNCE PLANS TO MERGE TO ESTABLISH PREMIER BIODEFENSE
COMPANY
ANNAPOLIS,
MD and NEW YORK, NY, March 14, 2006
-
PharmAthene, Inc. and SIGA Technologies, Inc. (NASDAQ: SIGA) announced today
that they have entered into a term sheet providing for the merger of PharmAthene
and SIGA. The combined company, which intends to operate under the name
PharmAthene, features a substantial portfolio of procurement-stage biodefense
products targeting anthrax, smallpox and chemical nerve agents, as well as
a
robust pipeline of therapeutic and prophylactic drug candidates targeting
Category A biowarfare agents and emerging infectious diseases.
David
P.
Wright, President and Chief Executive Officer of PharmAthene, will serve as
President and Chief Executive Officer of the combined company. Following the
merger, the Board of Directors for the new company will reflect the new
proportionate ownership. It is expected that the shareholders of SIGA will
own
approximately 32% of the combined company, which is anticipated to remain listed
on the NASDAQ stock market.
The
term
sheet, which has been approved by the Boards of Directors of both companies,
is
not binding in significant respects and is conditioned on, among other things,
the execution of a definitive merger agreement, approval of the shareholders
of
each company, regulatory approval and other customary closing conditions, and
is
expected to close during the second or third quarter of 2006.
In
addition, PharmAthene has agreed, subject to the negotiation and execution
of
definitive documentation, to provide SIGA with up to $3 million in interim
financing.
David
P.
Wright, President and Chief Executive Officer of PharmAthene, said, “Today’s
announcement furthers PharmAthene’s strategy of securing a leadership position
in biodefense by rapidly expanding our portfolio in order to meet the urgent
biosecurity needs of this Nation and its Allies. A merger with SIGA will combine
PharmAthene’s strong development and commercialization capabilities with SIGA’s
outstanding research capabilities to create an expanded biodefense platform
with
multiple procurement-stage products and near-term revenue opportunities.”
“SIGA-246,
the most advanced smallpox treatment currently in development, is a small
molecule orally-active antiviral therapeutic, which ideally complements
PharmAthene’s Valortim™, a monoclonal antibody in development for the prevention
and treatment of anthrax infection, and Protexia®, a recombinant bioscavenger in
development for chemical nerve agent poisoning,” Mr. Wright added. “Our combined
biodefense portfolio will target three of the top five biodefense priorities
under Project BioShield. SIGA-246 has already shown promise in multiple animal
models, and PharmAthene’s Valortim™ is currently undergoing human safety testing
and is positioned for procurement.”
Mr.
Wright also noted that SIGA’s research pipeline includes novel classes of
antiviral compounds that broadly target hemorrhagic fever viruses, including
the
viruses which cause Dengue, Ebola, Marburg, and Lassa fever, with a lead
antiviral compound targeting Lassa fever undergoing preclinical
evaluation.
Dennis
E.
Hruby, Ph.D., Chief Scientific Officer of SIGA Technologies, said, “Smallpox
virus is considered one of the most significant biowarfare agents, as it is
easily transmissible, has an incubation period of between seven to fourteen
days, and high mortality and morbidity. Currently, there are no effective and
safe smallpox therapies available without the risk of significant complications,
and the U.S. government has expressed strong interest in the development of
novel smallpox therapies. Existing techniques to prevent or ameliorate smallpox
have unacceptably high rates of complications, including encephalitis,
myocarditis and death, and can take days or weeks to confer protection.
SIGA-246, by contrast, is a small molecule, which permits oral administration,
and it has demonstrated significant antiviral activity in animal models with
no
significant complications.” Studies to assess the safety and pharmacokinetics of
SIGA-246 in humans are expected to begin later this month.
“We
see
this strategic merger with PharmAthene as a tremendous opportunity for our
Company and our shareholders,” said Donald Drapkin, Chairman of the Board of
SIGA. “In addition to a growing portfolio of biodefense technologies, which
directly complements SIGA’s product focus, PharmAthene brings a management team
that is highly experienced in identifying niche markets, developing drugs to
address those markets, and launching successful products that dominate their
respective therapeutic classes. We are confident in their ability to generate
tremendous value for our shareholders, while providing the necessary vision
and
leadership to drive future growth.”
In
the
merger, shareholders of PharmAthene will receive shares of SIGA Technologies
common stock, and all outstanding PharmAthene options and warrants will be
converted into options and warrants to purchase common stock of the combined
company. Shareholders of SIGA Technologies will own approximately 32% of the
combined company (on a diluted basis), with shareholders of PharmAthene owning
the remaining 68%.
###
About
PharmAthene, Inc.
PharmAthene,
a privately-held biotechnology company, was formed to meet the critical needs
of
the United States by developing biodefense products. PharmAthene is dedicated
to
the rapid development of important and novel biotherapeutics to address
biological pathogens and chemicals that may be used as weapons of bioterror.
PharmAthene’s lead programs include Valortim™ (being co-developed with Medarex
(NASDAQ:MEDX)) and Protexia®. PharmAthene is located in the Chesapeake
Innovation Center in Annapolis, MD, the first technology incubator focused
solely on Homeland Security. For more information on PharmAthene, please visit
its website at www.PharmAthene.com.
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 Virus, Junin, Macupo, Guanarito,
and Sabia), Lymphocytic choriomeningitis virus (LCMV), Dengue, the filoviruses,
Ebola and Marburg. For more information about SIGA, please visit SIGA's
Web site at www.siga.com.
Forward
Looking Statement Disclosure
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 and
PharmAthene. Actual results may differ materially from those anticipated
in any forward-looking statement. Factors that may cause such differences
include the risks that (a) the parties may not be able to negotiate
mutually acceptable definitive documentation for a merger transaction, there
may
be regulatory or litigation obstacles to completing the merger, or shareholders
of one or both companies may not approve the merger, (b) the NASDAQ market
may
not accept the shares of the merged company for continued listing, (c) the
parties may not agree on definitive documentation concerning, or another factor
may prevent the receipt of, the contemplated interim financing,
(d) potential products that appear promising to SIGA and or PharmAthene or
any of their collaborators cannot be shown to be efficacious or safe in
subsequent preclinical or clinical trials, (e) SIGA, PharmAthene or their
collaborators will not obtain appropriate or necessary governmental approvals
to
market these or other potential products, (f) SIGA or PharmAthene may not
be able to obtain anticipated funding for their development projects or other
needed funding, (g) SIGA or PharmAthene may not be able to secure funding
from anticipated government contracts and grants, and (h) SIGA or PharmAthene
may not be able to secure or enforce adequate legal protection, including patent
protection, for their 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 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, 2004, 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.
###