kl06023.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): June 19, 2008
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)
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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):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
| o |
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.
On June
19, 2008, SIGA Technologies, Inc., a Delaware corporation (“SIGA”), entered into
a letter agreement (the “Letter Agreement”), with MacAndrews & Forbes, LLC.
(the “Investor”), for the Investor’s commitment to invest, at SIGA’s discretion,
of up to $8 million over a one year period (the “Investment Period”) in exchange
for (i) SIGA common stock at 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
will receive warrants to purchase 238,000 shares of SIGA common stock,
exercisable at $3.06 (the “Commitment Warrants,” and together with the
Consideration Warrants, the “Warrants”). The Commitment Warrants will
be 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 over the Investment Period.
The
commitment under the Letter Agreement is subject to the negotiation and
execution of mutually acceptable definitive documentation with respect to the
investment.
As of
April 10, 2008, the Investor owned 16.5% of the issued and outstanding SIGA
common stock. Three of SIGA’s Directors, Eric A. Rose M.D., Steven L.
Fasman, and Paul G. Savas, are also employees of the Investor.
A copy of
the Letter Agreement is attached hereto as Exhibit 10.1, which is incorporated
into this Item 1.01 by reference.
A copy of
the form of the Warrants is attached hereto as Exhibit 10.2, which is
incorporated into this Item 1.01 by reference.
Item
3.02. Unregistered Sales of
Equity Securities.
See Item
1.01 which is incorporated herein by reference.
The
common stock and Warrants to be issued to the Investor will be issued in
reliance upon an exemption provided by Section 4(2) of the Securities Act of
1933, as amended, and the regulations issued thereunder.
Item
9.01. Financial Statements
and Exhibits.
(c) 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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Letter
Agreement, dated as of June 19, 2008, between the Investor and
SIGA.
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| |
|
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10.2
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Form
of Warrants
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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:
June 23, 2008