kl04029.htm
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 29, 2009
SIGA
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-23047
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13-3864870
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
file number)
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(I.R.S.
employer
identification
no.)
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420
Lexington Avenue,
Suite
408
New
York, New York
(Address
of principal executive offices)
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material
Definitive Agreement.
As
previously disclosed in the Current Report on Form 8-K of SIGA Technologies,
Inc., a Delaware corporation ("SIGA"), filed with the United States Securities
and Exchange Commission (“SEC”) on June 23, 2008, on June 19, 2008, SIGA entered
into a letter agreement (the "Letter Agreement") with MacAndrews & Forbes
LLC (the "Investor"), providing for the Investor's commitment to invest, at
SIGA's discretion, up to $8,000,000 in one or more (but no more than three)
tranches over a one year period (the "Commitment Period") in exchange for (i)
SIGA common stock at a per share price equal to the lesser of (A) $3.06 and (B)
the average of the volume-weighted average price per share for the 5 trading
days immediately preceding each funding date, and (ii) warrants to purchase 40%
of the number of SIGA shares acquired by the Investor, exercisable at 115% of
the common stock purchase price on such funding date (the "Consideration
Warrants"). The Consideration Warrants will be exercisable for up to
4 years following the funding issuance of such warrants. In
addition and in consideration for the commitment of the Investor, the Investor
received warrants to purchase 238,000 shares of SIGA common stock, exercisable
at $3.06 (the "Commitment Warrants"). The Commitment Warrants are
exercisable until June 19, 2012. Under the terms of the Letter
Agreement, the Investor is also able to invest in SIGA under the same terms
during the Commitment Period.
On April
29, 2009, SIGA and the Investor entered into a letter agreement (the "Extension
Agreement") extending the Commitment Period through June 19, 2010, and
increasing the number of tranches available to no more than six. The
remaining terms of the Letter Agreement remained unchanged.
On April
29, 2009, SIGA notified the Investor of its intention to exercise its right to
cause the Investor to invest $1,500,000 in SIGA pursuant to the terms of the
Letter Agreement, as amended by the Extension Agreement, the consummation of
such investment being subject to the negotiation and execution of mutually
acceptable definitive documentation.
On April
30, 2009, the Investor funded $1,500,000 to SIGA pursuant to the terms of the
Letter Agreement, as amended by the Extension Agreement, following the execution
of definitive documents by and between SIGA and the Investor on such
date. SIGA intends to use the proceeds of the investment for general
corporate purposes.
The
foregoing summary descriptions of the Extension Agreement, the Commitment
Warrants and the Letter Agreement are qualified in their entirety by reference
to the Extension Letter attached as Exhibit 10.1 to this Current Report on Form
8-K and incorporated by reference herein and to the Letter Agreement and
Commitment Warrants attached as Exhibit 10.1 and Exhibit 10.2, respectively, to
SIGA's Current Report on Form 8-K filed with the SEC on June 23,
2008.
The
Investor is a significant holder of SIGA common stock and three of SIGA's
Directors, Eric A. Rose M.D., Steven L. Fasman and Paul G. Savas, are also
employees of the Investor.
Item
3.02 Unregistered Sales of
Equity Securities.
On April 29, 2009, in exchange for the
investment in SIGA by the Investor described in Item 1.01 to this Current Report
on Form 8-K SIGA issued to the Investor 490,196 shares of SIGA common stock at a
per share price of $3.06.
In
connection with the foregoing, on even date, SIGA issued Consideration Warrants
to the Investor to purchase 196,078 shares of SIGA common stock at an exercise
price of $3.519 per share. The Commitment Warrants will be
exercisable until April 29, 2013. The foregoing summary of the Consideration
Warrants is qualified in its entirety by reference to the form of Consideration
Warrants filed as Exhibit 10.2 to this Current Report on Form 8-K and
incorporated herein by reference.
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On April 29, 2009, SIGA entered into a
letter agreement (the “Dugary Appointment Letter”) with Ayelet Dugary changing
her title from Acting Chief Financial Officer to Chief Financial
Officer. All other terms of Ms. Dugary’s employment remain
unchanged. The foregoing summary of the Dugary Appointment Letter is
qualified in its entirety by reference to the Dugary Appointment Letter filed as
Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by
reference.
Item
9.01. Financial Statements
and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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| |
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10.1
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Extension
Agreement, dated as of April 29, 2009, by and between SIGA and the
Investor.
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10.2
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Form
of Consideration Warrants.
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10.3
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Dugary
Appointment Letter, dated as of April 29,
2009.
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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/ Ayelet
Dugary
Ayelet Dugary
Chief Financial
Officer
Date: April
30, 2009