Form 8-K Current Report
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 20, 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.
As
contemplated by a term sheet between SIGA Technologies, Inc., a Delaware
corporation (“SIGA”) and PharmAthene, Inc. (“PharmAthene”), disclosed in SIGA’s
8-K filed on March 14, 2006, SIGA entered into a Bridge Note Purchase Agreement
(the “Purchase Agreement”) on March 20, 2006 with PharmAthene for the sale of
three 8% Notes by SIGA in favor of PharmAthene (the “Notes”) for a purchase
price of $1,000,000 each. The first Note was issued on March 20, 2006 (the
“First Note”) and the subsequent remaining two Notes are contemplated to be
issued on April 19, 2006 and May 19, 2006, respectively. The proceeds of the
Notes will be used by SIGA for (i) expenses directly related to the development
of SIGA’s lead product, SIGA-246, an orally administered anti-viral drug that
targets the smallpox virus, (ii) expenses related to SIGA’s planned merger with
PharmAthene and (iii) corporate overhead. Pursuant to a Security Agreement
between SIGA and PharmAthene, also entered into on March 20, 2006 (the "Security
Agreement"), the Notes are secured by a first priority security interest in
SIGA
assets (other than those assets subject to the security interest granted in
that
certain Master Security Agreement between General Electric Capital Corporation
and SIGA, dated as of April 29, 2005 and attached as Exhibit 10.2 to the SIGA
8-K filed on May 3, 2005).
The
First
Note for a principal amount of $1,000,000 was issued on March 20, 2006. The
First Note will be payable on the earliest of (x) March 20, 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 First Note, payment of the First Note will be
accelerated such that the entire unpaid principal amount of the First Note,
and
all accrued and unpaid interest thereon, shall become immediately due and
payable in full. The remaining two Notes will be made under substantially
similar terms, except that their Maturity Dates are contemplated to be April
19,
2008 and May 19, 2008.
A
copy of
the Purchase Agreement is attached hereto as Exhibit 10.1, which is incorporated
into this Item 1.01 by reference.
A
copy of
the Security Agreement is attached hereto as Exhibit 10.2, which is incorporated
into this Item 1.01 by reference.
A
copy of
the First Note is attached hereto as Exhibit 10.3, 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 First Note and the transaction giving rise thereto.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits
|
Exhibit
No.
|
Description
|
| |
|
|
10.1
|
Bridge
Note Purchase Agreement, dated as of March 20, 2006, by SIGA Technologies,
Inc. and PharmAthene, Inc.
|
|
10.2
|
Security
Agreement, dated as of March 20, 2006, by SIGA Technologies, Inc.
and
PharmAthene, Inc.
|
|
10.3
|
8%
Note by SIGA Technologies, Inc., in favor of PharmAthene,
Inc.
|
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
22,
2006