Armata Pharmaceuticals : 2025 Annual Meeting Proxy

About this update from Armata Pharmaceuticals, Inc.

ARMATA PHARMACEUTICALS, INC. 5005 McConnell Avenue Los Angeles, CA 90066 Dear Shareholder: NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 12, 2025 You are cordially invited to attend the 2025 Annual Meeting of Shareholders (the " meeting " or the " Annual Meeting ") of Armata Pharmaceuticals, Inc., a Washington corporation (" Armata ," the " Company ," " we ," " our " or " us "). The meeting will be held at 8:30 a.m. (Pacific Time) on Thursday, June 12, 2025 at our principal executive offices at 5005 McConnell Avenue, Los Angeles, California 90066, for the following purposes: To elect seven nominees for director to serve one-year terms expiring at the 2026 Annual Meeting of Shareholders and upon their successors being duly elected and qualified; To approve, on an advisory, non-binding basis, the compensation of our named executive officers; To ratify the Audit Committee's selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025; and To conduct any other business properly brought before the meeting or any adjournment or postponement thereof. These items of business are more fully described in the proxy statement (" Proxy Statement ") accompanying this Notice of Annual Meeting of Shareholders. The record date for the meeting is April 17, 2025 (the " record date "). Only shareholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. We will first mail the Proxy Statement, accompanying proxy card and annual report to our shareholders on or about April 30, 2025. You may vote your shares by signing and dating the enclosed proxy card and returning it in the postage-paid envelope provided, whether or not you plan to attend the annual meeting. For your convenience, you may also vote your shares via the internet or by a toll-free telephone number by following the instructions on the enclosed proxy card. Voting by telephone, over the internet or by mailing a proxy card will not limit your right to participate in the meeting and vote your shares at the meeting. Even if you have voted by proxy, you may still vote at the in-person meeting if you participate in the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder. By Order of the Board of Directors, Robin C. Kramer Chair of the Board of Directors Los Angeles, California April 28, 2025 Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Shareholders to be held on June 12, 2025: The Notice of Annual Meeting of Shareholders, Proxy Statement and annual report to shareholders are available at https://investor.armatapharma.com/annual-reports-and-proxy or https://www.envisionreports.com/ARMP ARMATA PHARMACEUTICALS, INC. 5005 McConnell Avenue Los Angeles, California 90066 PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 12, 2025 This proxy statement (" Proxy Statement ") contains information related to the 2025 Annual Meeting of Shareholders (the " annual meeting " or the " meeting ") of Armata Pharmaceuticals, Inc. (" Armata ," the " Company ," " we ," " our " or " us ") to be held at 8:30 a.m. (Pacific Time) on Thursday, June 12, 2025 at our principal executive offices at 5005 McConnell Avenue, Los Angeles, California 90066, and at any adjournments or postponements thereof. On or about April 30, 2025, we expect to begin mailing this Proxy Statement, accompanying proxy card and annual report to each holder of record of our common stock as of the close of business on April 17, 2025, the record date for the meeting. This Proxy Statement and accompanying proxy card summarize the information you need to know to vote by proxy or in person at the meeting. You do not need to attend the meeting in person in order to vote. Background On May 9, 2019, Armata, formerly known as AmpliPhi Biosciences Corporation and we refer to herein prior to the Merger as " AmpliPhi ", completed a merger (the " Merger ") with privately held C3J Therapeutics, Inc., a Washington corporation (" C3J "), in accordance with the terms of an Agreement and Plan of Merger and Reorganization, dated January 3, 2019, as amended on March 25, 2019, by and among AmpliPhi, a wholly owned subsidiary of AmpliPhi (" Merger Sub ") and C3J (the " Merger Agreement "). At the effective time of the Merger, each outstanding share of C3J common stock was converted into the right to receive 0.04932975 shares of Armata common stock, par value $0.01 per share (" common stock ") (after giving effect to the Reverse Split, as defined below), and Merger Sub merged with and into C3J, with C3J surviving the Merger as a wholly-owned subsidiary of Armata. As a result of the Merger, C3J was considered the accounting acquirer of AmpliPhi because C3J's shareholders retained a majority control of the combined company, Armata, subsequent to the Merger; therefore, the historical financial statements of the accounting acquirer, C3J, have become Armata's historical financial statements. Immediately prior to the consummation of the Merger, AmpliPhi effected a 1-for-14 reverse split (the " Reverse Split ") of its issued and outstanding shares of common stock and changed its name to "Armata Pharmaceuticals, Inc." On May 10, 2019, Armata's common stock began trading on a split-adjusted basis on the NYSE American exchange under the ticker symbol "ARMP." All shares and per share amounts in this Proxy Statement reflect the Reverse Split unless otherwise noted. Immediately following the closing of the Merger, certain shareholders of C3J prior to the Merger purchased shares of common stock of Armata in a private placement for an aggregate purchase price of $10.0 million (the " Financing "). After the Merger and such concurrent private placement, the former C3J security holders owned approximately 76% of the aggregate number of shares of Armata's common stock, and the security holders of AmpliPhi as of immediately prior to the Merger owned approximately 24% of the aggregate number of shares of Armata's common stock. This Proxy Statement includes certain historical information relating to Armata's Board of Directors (the " Board " or " Board of Directors "), executive officers and governance arrangements of the Company during periods ended prior to the completion of the Merger. This Proxy Statement also includes certain disclosures concerning the Company's Board and officers currently in office. We use the term "AmpliPhi" in this Proxy Statement to refer to the Company prior to the Merger, and all references to "C3J" refer to C3J Therapeutics, Inc. and its business prior to the closing of the Merger. All references to "Armata," the "Company," "we," "us" or "our" in this Proxy Statement mean Armata Pharmaceuticals, Inc., the combined company. QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING Why am I receiving these materials? The Board of Directors is soliciting your proxy to vote at the annual meeting including at any adjournments or postponements of the meeting. Beginning on or about April 30, 2025, we will send you by mail a copy of this Proxy Statement, the proxy card and the annual report. You are invited to attend the annual meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the annual meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions on the enclosed proxy card to submit your proxy to vote your shares via telephone or on the internet. How do I attend the meeting? The meeting will be held at 8:30 a.m. (Pacific Time) on Thursday, June 12, 2025 at our principal executive offices at 5005 McConnell Avenue, Los Angeles, California 90066. Information on how to vote in person at the meeting is discussed below. Who can vote at the meeting? Only shareholders of record at the close of business on April 17, 2025 will be entitled to vote at the meeting. On this record date, there were 36,193,479 shares of common stock outstanding and entitled to vote. Shareholder of Record: Shares Registered in Your Name : If on the record date your shares were registered directly in your name with Armata's transfer agent, Computershare, Inc., then you are a shareholder of record. As a shareholder of record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to attend the annual meeting, we urge you to vote your shares by completing, signing and returning the enclosed proxy card, or following the instructions on the enclosed proxy card to submit your proxy to vote your shares via telephone or on the internet. Beneficial Owner: Shares Registered in the Name of a Broker or Bank : If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in "street name" and our proxy materials are being forwarded to you by that organization. The broker, bank, or other agent holding your account is considered to be the shareholder of record for purposes of voting at the meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker, bank, or other agent. What am I voting on? There are three matters scheduled for a vote: Proposal 1 : To elect seven nominees for director, named in this Proxy Statement, to serve one-year terms expiring at the 2026 Annual Meeting of Shareholders and upon their successors being duly elected and qualified; Proposal 2 : To approve, on an advisory, non-binding basis, the compensation of our named executive officers; and Proposal 3 : To ratify the Audit Committee's selection of Ernst & Young LLP (" Ernst & Young ") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. What if another matter is properly brought before the meeting? The Board of Directors knows of no other matters that will be presented for consideration at the meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment. 2 How do I vote? For the election of directors ( Proposal 1 ), you may either vote "For" the nominees to the Board of Directors or you may "Withhold" your vote for any nominee you specify. For the approval of, on an advisory, non-binding basis, the compensation of our named executive officers ( Proposal 2 ), you may either vote "For" or "Against" the proposal. For ratification of the appointment of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2025 ( Proposal 3 ), you may vote "For" or "Against" or abstain from voting. Shareholder of Record: Shares Registered in Your Name If you are a shareholder of record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to attend the annual meeting, we urge you to vote your shares by completing, signing and dating the enclosed proxy card and returning it in the postage-paid envelope provided. For your convenience, you may also vote your shares via the internet or by a toll-free telephone number by following the instructions on the enclosed proxy card. Authorizing your proxy over the internet, by mailing a proxy card or by telephone will not limit your right to attend the meeting and vote your shares in person. To vote in person, come to the meeting and we will give you a ballot when you arrive. To vote through the internet, go to https://www.envisionreports.com/ARMP to complete an electronic proxy card. You will be asked to provide the control number from the enclosed proxy card. Your vote must be received by 11:59 p.m. (Pacific Time) on Wednesday, June 11, 2025 to be counted. To vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the postage-paid envelope provided. If you return your signed proxy card to us before the meeting, we will vote your shares as you direct. To vote over the telephone, dial toll-free 1-800-652-8683 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the control number from the enclosed proxy card. Your vote must be received by 11:59 p.m. (Pacific Time) on Wednesday, June 11, 2025 to be counted. Your proxy (one of the individuals named in your proxy card) will vote your shares per your instructions. If you are a shareholder of record, your shares will not be voted if you do not vote by internet or telephone, return your proxy card by mail or vote in person at the meeting as described above; however, if you properly submit a proxy, but do not specify your voting choice on one or more of the proposals included thereon, your shares will be voted, as recommended by the Board of Directors: (1) to elect to our Board of Directors the director nominees named in this Proxy Statement and (2) to ratify the appointment of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2025. Beneficial Owner: Shares Registered in the Name of Broker or Bank If you have shares held by a broker, bank or other agent, you may instruct your agent to vote your shares by following the instructions that such agent provides to you. Most brokers and nominees allow you to vote by mail, telephone and on the internet. As discussed further below, under NYSE American exchange rules, the election of directors ( Proposal 1 ) and the vote to approve the compensation of our named executive officers ( Proposal 2 ) are considered "non-routine" matters, meaning that brokers, banks, or other agents who have not been furnished voting instructions from their clients will not be authorized to vote in their discretion on these proposals. The ratification of the appointment of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2025 ( Proposal 3 ) is considered a "routine" matter, meaning that brokers, banks, or other agents who have not been furnished voting instructions from their clients will be authorized to vote on that proposal. 3 To vote in person at the meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the provided instructions from your broker or bank, or contact your broker or bank to request a proxy form. We provide internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies. How many votes do I have? On each matter to be voted upon, you have one vote for each share of common stock you owned as of the close of business on the record date. What happens if I do not vote? Shareholder of Record: Shares Registered in Your Name If you are a shareholder of record and do not vote through the internet, by completing your proxy card, by telephone or in person at the meeting, your shares will not be voted. Beneficial Owner: Shares Registered in the Name of Broker or Bank If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether such agent will still be able to vote your shares depends on whether the NYSE American exchange deems the particular proposal to be a "routine" matter. Brokers, banks and other agents can use their discretion to vote "uninstructed" shares with respect to matters that are considered to be "routine," but not with respect to "non-routine" matters. Under the rules and interpretations of the NYSE American exchange, "non-routine" matters are matters that may substantially affect the rights or privileges of shareholders, such as mergers, shareholder proposals, elections of directors (even if not contested), and certain corporate governance proposals, even if management-supported. For these "non-routine" matters for which a broker, bank or other agent has not received voting instructions, a "broker non-vote" occurs. Accordingly, your broker, bank or other agent may not vote your shares on Proposal 1 or Proposal 2 without your instructions (resulting in "broker non-votes" for such matters), but may vote your shares on Proposal 3 even in the absence of your instruction. What if I return a proxy card or otherwise vote but do not make specific choices? If you return a signed and dated proxy card or otherwise vote without marking your voting selections, your shares will be voted, as applicable: "For" Proposal 1 , the election of nominees for director; "For" Proposal 2 , the approval of, on an advisory, non-binding basis, the compensation of our named executive officers; and "For" Proposal 3 , the ratification of the Audit Committee's selection of Ernst & Young as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment. Who is paying for this proxy solicitation? We will pay for the entire cost of soliciting proxies and have paid the entire expense of preparing, printing and mailing this Proxy Statement, the proxy card and any additional materials furnished to shareholders. In addition to solicitations by mail, our officers, directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Any officers, directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. What does it mean if I receive more than one set of proxy materials? If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions in each proxy card in the proxy materials to ensure that all of your shares are voted. 4

View stock analysis, news, and events for Armata Pharmaceuticals, Inc.