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): April 19, 2006
SIGA
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-23047
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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)
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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
April
19, 2006, SIGA Technologies, Inc., a Delaware corporation (“SIGA”) issued the
second of three 8% Notes (the “Note”) in favor of PharmAthene, Inc.
(“Pharmathene”) as required pursuant to that certain Bridge Note Purchase
Agreement (the “Purchase Agreement”), dated March 20, 2006, between SIGA and
Pharmathene (a copy of the Purchase Agreement is publicly available as an
exhibit to SIGA’s Form 8-K filed on March 22, 2006).
The
Note
is for a principal amount of $1,000,000 and will be payable on the earliest
of
(x) April 19, 2008 (the “Maturity Date”), (y) the closing of a Qualified
Financing (as defined in the Purchase Agreement) or (z) a Sale Event (as defined
in the Purchase Agreement). In the case of a default under the Note, payment
of
the Note will be accelerated such that the entire unpaid principal amount of
the
Note, and all accrued and unpaid interest thereon, shall become immediately
due
and payable in full.
A
copy of
the Note is attached hereto as Exhibit 10.1, which is incorporated into this
Item 1.01 by reference.
Item
2.03. Creation
of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet
Arrangement.
See
Item
1.01 above, which is incorporated into this Item 2.03 by reference, for a
description of the Note.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits
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Exhibit
No.
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Description
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|
10.1
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8%
Note, dated April 19, 2006, by SIGA Technologies, Inc., in favor
of
PharmAthene, Inc.
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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: April
20,
2006
Exhibit
10.1
8%
NOTE
No.
PN-2
$1,000,000 April
19,
2006
FOR
VALUE
RECEIVED, the undersigned, SIGA TECHNOLOGIES, INC., a corporation duly formed
under the laws of the State of Delaware (the “Issuer”), hereby unconditionally
promises to pay to the order of PHARMATHENE, INC., a Delaware corporation,
or
its registered assigns (the “Holder”), in lawful money of the United States of
America and in immediately available funds, the principal sum of ONE MILLION
AND
00/100 ($1,000,000) DOLLARS on the Maturity Date (as hereinafter defined),
together with interest thereon calculated and payable as provided below. This
8%
Note (this “Note”) is issued pursuant to that certain Bridge Note Purchase
Agreement, dated March 20, 2006, between the Issuer and the Holder (the
“Purchase Agreement”), and is entitled to the benefits of the Purchase
Agreement. Capitalized terms used in this Note and not otherwise defined in
this
Note shall have the meanings given to such terms in the Purchase
Agreement.
1. Interest
on the outstanding principal amount of this Note shall be computed on the basis
of a 365-day year and actual days elapsed. The principal of this Note shall
bear
interest at the rate of eight percent (8%) per annum. Interest on the principal
amount of this Note shall be payable upon the Maturity Date.
2. The
outstanding principal amount of this Note and all accrued and unpaid interest
thereon shall be due and payable on the date (the “Maturity Date”) which is the
earliest to occur of (x) April 19, 2008, (y) the closing of a Qualified
Financing and (z) a Sale Event; provided, however, that the principal and
interest hereunder may be credited towards payments due under the License
Agreement in accordance with the terms of the Purchase Agreement.
3. Notwithstanding
anything in this Note to the contrary, should an Event of Default occur and
be
continuing, interest on the outstanding principal amount of this Note shall
be
increased by three percent (3%) per annum, and the outstanding balance of the
principal amount, including unpaid interest, shall continue to accrue interest
from the date of such Event of Default at such interest rate until such Event
of
Default is cured or waived.
4. Notwithstanding
anything in this Note to the contrary, in case an Event of Default shall occur,
payment of this Note shall be accelerated and the entire unpaid principal amount
of this Note, and all accrued and unpaid interest thereon, shall become
immediately due and payable in full.
5. Payment
of the principal and interest on this Note shall be made in money of the United
States of America which at the time of payment is legal tender for the payment
of public and private debts, by wire transfer in immediately available funds
to
such account as the Holder shall from time to time have designated to the Issuer
in writing, or, if requested by the Holder, by certified or back cashier’s check
payable to the Holder, mailed to the Holder at 175 Admiral Cochrane Drive,
Suite
101, Annapolis, Maryland 21401, Attn: David P. Wright, President
and
Chief
Executive Officer, or such other address as shall be
designated in writing by the Holder to the Issuer.
6. Any
and
all payments made by the Issuer in respect of this Note shall be applied first
to payment of the fees and charges due under this Note, second to payment of
accrued and unpaid interest, and then to payment of the outstanding principal
amount of this Note.
7. All
calculations and applications of amounts due on any date, whether by
acceleration or otherwise, shall be made by the Holder, and the Issuer agrees
that all such calculations and applications shall be conclusive and binding
absent manifest error.
8. The
Issuer may, at its option, at any time and from time to time, prepay all or
any
part of the principal balance of this Note, without penalty or premium, in
whole
or in part, together with accrued and unpaid interest through the date of
prepayment.
9. This
Note
is secured by the Collateral and other assets, property rights and interests
as
described in the Security Documents.
10. The
Issuer hereby waives presentment, notice of dishonor, protest and notice of
protest, and any or all other notices or demands in connection with the
delivery, acceptance, performance, default, endorsement or guarantee of this
Note.
11. In
case
any principal of or interest on this Note is not paid when due, or any other
Event of Default shall occur, the Issuer shall be liable for, and agrees to
pay,
in addition to principal and interest hereunder, all costs of enforcement and
collection of this Note incurred by the Holder, including, without limitation,
reasonable attorney’s fees, disbursements and court costs. In addition, if an
Event of Default shall occur, the Issuer shall pay all reasonable attorney’s
fees and disbursements incurred by the Holder in obtaining advice as to its
rights and remedies in connection with such default.
12. The
liability of the Issuer hereunder shall be unconditional and shall not be
in any
manner affected by any indulgence whatsoever granted or consented to by the
Holder, including, but not limited to any extension of time, renewal, waiver
or
other modification. Any failure of the Holder to exercise any right hereunder
shall not be construed as a waiver of the right to exercise the same or any
other right at any time and from time to time thereafter. The Holder may
accept
late payments, or partial payments, even though marked “payment in full” or
containing words of similar import or other conditions, without waiving any
of
its rights. No amendment, modification or waiver of any provision of this
Note
or consent to any departure by the Issuer therefrom shall be effective,
irrespective of any course of dealing, unless the same shall be in writing
and
signed by the Holder, and then such waiver or consent shall be effective
only in
the specific instance and for the specific purpose for which given. This
Note
cannot be changed or terminated orally or by estoppel or waiver or by any
alleged oral modification regardless of any claimed partial performance
referable thereto.
13. Any
notice from the Holder to the Issuer shall be deemed given when delivered
in
accordance with the Purchase Agreement.
14. This
Note
shall be governed by and construed in accordance with the laws of the State
of
New York applicable to instruments made and to be performed wholly within that
state. If any provision of this Note is held to be illegal or unenforceable
for
any reason whatsoever, such illegality or unenforceability shall not affect
the
validity of any other provision of this Note.
15. EACH
OF
THE ISSUER AND THE HOLDER AGREES THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT
OF OR ARISING OUT OF THIS NOTE MAY BE INITIATED AND PROSECUTED IN THE COURTS
OF
THE STATE OF NEW YORK OR THE FEDERAL COURTS FOR THE SOUTHERN DISTRICT OF NEW
YORK. EACH OF THE ISSUER AND THE HOLDER CONSENTS TO AND SUBMITS TO THE EXERCISE
OF JURISDICTION OVER ITS PERSON BY ANY SUCH COURT HAVING JURISDICTION OVER
THE
SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND
CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED
TO
THE HOLDER AT ITS ADDRESS SET FORTH ABOVE, AND TO THE ISSUER AT ITS ADDRESS
SET
FORTH BELOW OR TO ANY OTHER ADDRESS AS MAY APPEAR IN THE HOLDER’S RECORDS AS THE
ADDRESS OF THE ISSUER.
16. IN
ANY
ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS NOTE, EACH
OF
THE HOLDER AND THE ISSUER WAIVES TRIAL BY JURY, AND THE ISSUER ALSO WAIVES
(I)
ANY OBJECTION BASED ON FORUM NON CONVENIENS OR VENUE AND (II) ANY CLAIM FOR
CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.
IN
WITNESS WHEREOF, the Issuer has caused this Note to be duly executed and
delivered.
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SIGA
TECHNOLOGIES, INC.
|
|
By:
/s/
Thomas
Konatich
|
|
0;Thomas
Konatich
0;Chief
Financial Officer
|
Address
for
Notices:
SIGA
Technologies, Inc.
420
Lexington
Avenue
Suite
408
New
York, New
York 10170
Tel:
212-672-9107
Fax:
212-697-3130
Attn:
Thomas
Konatich