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 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