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Armata Pharmaceuticals, Inc.

For the period ended Jun 30, 2025. Filed Aug 12, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 12, 2025

ARMP$3.80+8.3%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

  1. Organization and Description of the Business

Armata Pharmaceuticals, Inc. (“Armata”) together with its subsidiaries (the “Company”), is a clinical-stage biotechnology company focused on the development of pathogen-specific bacteriophage therapeutics for the treatment of antibiotic-resistant and difficult-to-treat bacterial infections using its proprietary bacteriophage-based technology.

Armata’s common stock, par value $0.01 per share (the “Common Stock”) is traded on the New York Stock Exchange (the “NYSE”) American exchange under the ticker symbol “ARMP.”

  1. Liquidity and Going Concern

The Company has incurred significant operating losses since inception and has primarily relied on equity, debt, grant, and award financing to fund its operations. As of June 30, 2025, the Company had an accumulated deficit of $350.6 million. The Company expects to continue to incur substantial losses, and its transition to profitability will depend on the successful development, approval and commercialization of product candidates and on the achievement of sufficient revenues to support its cost structure. The Company may never achieve profitability, and unless and until then, the Company will need to continue to raise additional capital. The existing cash and cash equivalents of $4.3 million as of June 30, 2025 will not be sufficient to fund its operations for the next 12 months from the date of these condensed consolidated financial statements. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern.

The Company has prepared its condensed consolidated financial statements on a going concern basis, which assumes that the Company will realize its assets and satisfy its liabilities in the normal course of business. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue as a going concern.

Recent Financing:

August 2025 Credit Agreement

As discussed in more detail in Note 15, Subsequent Event, on August 11, 2025, the Company entered into a credit and security (the “August 2025 Credit Agreement”) for a loan in the aggregate amount of $15.0 million (the “August 2025 Loan”) with Innoviva Strategic Opportunities LLC, a wholly owned subsidiary of Innoviva, Inc. (NASDAQ: INVA), our principal stockholder and a related party (collectively, “Innoviva”). The August 2025 Loan bears interest at an annual rate of 14.0% and matures on January 11, 2029. Principal and accrued interest are payable at maturity. Repayment of the August 2025 Loan is guaranteed by the Company’s domestic subsidiaries, and the loan is secured by substantially all of the assets of the Company and the subsidiary guarantors.

March 2025 Credit Agreement

On March 12, 2025, the Company entered into a credit and security agreement (the “March 2025 Credit Agreement”) for a loan in an aggregate amount of $10.0 million (the “March 2025 Loan”) with Innoviva. The March 2025 Loan bears interest at an annual rate of 14.0% and matures on March 12, 2026. Principal and accrued interest are payable at maturity. Repayment of the March 2025 Loan is guaranteed by the Company’s domestic subsidiaries, and the loan is secured by substantially all of the assets of the Company and the subsidiary guarantors.

Concurrently with the execution of the March 2025 Credit Agreement, the Company entered into amendments to (i) its existing convertible loan (the “Convertible Loan”) and secured credit and security agreement, dated January 10, 2023, with Innoviva (the “Convertible Credit Agreement”), (ii) its existing secured term loan facility (the “2023 Loan”) and

credit and security agreement, dated July 10, 2023, with Innoviva (the “2023 Credit Agreement”) and (iii) its existing secured term loan facility (the “2024 Loan”) and credit and security agreement, dated March 4, 2024, with Innoviva (the “2024 Credit Agreement”), which, among other things, extended the maturity date of each loan to March 12, 2026.

2024 Credit Agreement

On March 4, 2024, the Company entered into the 2024 Credit Agreement for the 2024 Loan in an aggregate amount of$35.0 million. The 2024 Loan bears interest at an annual rate of 14.0% and was scheduled to mature on June 4, 2025. On March 12, 2025, the Company executed an amendment to the 2024 Credit Agreement which, among other things, extended the 2024 Loan maturity date to March 12, 2026. Principal and accrued interest are payable at maturity. Repayment of the 2024 Loan is guaranteed by the Company’s domestic subsidiaries, and the loan is secured by substantially all of the assetsof the Company and the subsidiary guarantors. Concurrently with the execution of the 2024 Credit Agreement, the Company amended certain provisions of the Convertible Loan and Convertible Credit Agreement and the 2023 Loan and 2023 Credit Agreement to, among other things, conform certain terms relating to permitted indebtedness and permitted liens.

The Company plans to raise additional capital through equity offerings, debt financings, or other capital sources, including potential collaborations, licenses and other similar arrangements. While the Company believes this plan to raise additional funds will alleviate the conditions that raise substantial doubt about the Company’s ability to continue as a going concern, these plans are not entirely within its control and cannot be assessed as being probable of occurring. The Company’s ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, financial markets in the United States and worldwide. The Company may not be able to secure additional financing in a timely manner or on favorable terms, if at all. Furthermore, if the Company issues equity securities to raise additional funds, its existing stockholders may experience dilution, and the new equity securities may have rights, preferences and privileges senior to those of the Company’s existing stockholders. If the Company raises additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to its potential products on terms that are not favorable to the Company. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce or eliminate its research and development programs or other operations. If any of these events occur, the Company’s ability to achieve the development and commercialization goals would be adversely affected.

  1. Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes thereto as of and for the year ended December 31, 2024 included in the Company’s Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 21, 2025. The information as of December 31, 2024 included in the condensed consolidated balance sheets was derived from the Company’s audited financial statements. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the SEC for interim reporting. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments that are of a normal and recurring nature and that are necessary for the fair presentation of the Company’s financial position and the results of its operations and cash flows for the periods presented. Interim results are not necessarily indicative of results for the full year or any future period.

Any reference in the condensed consolidated financial statements to applicable guidance is meant to refer to authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Significant Accounting Policies

The significant accounting policies used in preparation of the condensed consolidated financial statements for the three and six months ended June 30, 2025 and 2024 are consistent with those discussed in Note 3 to the consolidated financial statements included in the Company’s Form 10-K for the year ended December 31, 2024, filed with the SEC on March 21, 2025, except as noted below and within the “Recently Adopted Accounting Pronouncements” section.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. On an ongoing basis, the Company evaluates estimates and assumptions, including but not limited to those related to the fair value of the Convertible Loan, stock-based compensation expense, accruals for research and development costs, the valuation of deferred tax assets, impairment of goodwill and intangible assets and impairment of long-lived assets. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from those estimates.

Concentration of Credit Risks and Certain Other Risks

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents and restricted cash. As of June 30, 2025, cash equivalents and restricted cash was invested primarily in money market funds and U.S. treasury securities through highly rated financial institutions in accordance with the Company’s investment policy, to a concentration limit per issuer or sector.

Other receivables represent amounts due from the Medical Technology Enterprise Consortium (“MTEC”) (Note 13,“Grants and Awards”).

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued Accounting Standards Update 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):* Disaggregation of Income Statement Expenses*. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on the Company’s consolidated financial statement disclosures.

  1. Fair Value Measurements

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering

market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following three levels:

Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2: Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The financial assets and liabilities measured and recognized at fair value were as follows as of June 30, 2025 and December 31, 2024 (in thousands):

​​​​​​​​​​​​
​June 30, 2025
​​Total​​Level 1​​Level 2​​Level 3
Investments in money market fund – financial assets, included in cash and cash equivalents$2,068​$2,068​$—​$—
Convertible Loan– financial liabilities​33,445​​—​​—​​33,445
​​​​​​​​​​​​
​December 31, 2024
​​Total​​Level 1​​Level 2​​Level 3
Investments in money market fund – financial assets, included in cash and cash equivalents$4,955​$4,955​$—​$—
Convertible Loan– financial liabilities​32,897​​—​​—​​32,897

The Company’s Convertible Loan (Note 7) is measured at fair value at inception and remeasured at each measurement period, with changes in fair value recorded as other income (expense) in the condensed consolidated statement of operations. The Company estimates the fair value of its Convertible Loan using a weighted probability model of various debt settlement scenarios during its term discounted to the reporting date. Conversion option scenarios are valued using option pricing models with assumptions and estimates such as volatility, expected term and risk-free interest rates. Level 3 fair value inputs include probability and timing of various settlement scenarios and selection of comparable companies.

The Company estimated the fair value of its Convertible Loan using the following inputs as of June 30, 2025 and December 31, 2024:

​​​​​​
​​​​​​
​​June 30, 2025​​December 31, 2024
Discount rate​24.37%​​15.67%-28.28%
Probabilities of settlement scenarios​0%-65%​​0%-75%
Volatility​97.20%​​83.30%-111.60%
Expected term (in years)​0.50-0.70​​0.10-1.20
Risk-free rate​4.07%-4.19%​​4.08%-5.33%

The following table presents a summary of the changes in the fair value of its Convertible Loan for the six months ended June 30, 2025 and 2024 (in thousands):

​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Six months ended
​ · ​ · June 30, 2025 · ​ · ​ · June 30, 2024
Convertible Loan at the beginning of the period$32,897​$58,633
Change in fair value​548​(10,372)
Convertible Loan at the end of the period$33,445​$48,261
  1. Net Loss per Share

The computation of basic EPS is based on the weighted-average number of the Company’s Common Stock outstanding. The computation of diluted EPS is based on the weighted-average number of the Company’s Common Stock outstanding and potential dilutive common stock. Diluted EPS is computed using the treasury stock method, which reflects the potential dilution that would occur if securities or other contracts to issue Common Stock were exercised or converted to the Company’s Common Stock. The Company’s Common Stock options, warrants, and unvested restricted stock units were not included in dilutive EPS for the periods presented as their impact would be antidilutive.

​​​​​​​​​​​​​​
​ · ​ · Three Months Ended June 30, · ​ · Six Months Ended June 30, · ​
​ · 2025 · 2024 · 2025 · 2024 · ​
Numerator: · ​ · ​ · ​ · ​
Net income (loss) attributable to common stockholders, basic​$(16,295)​$8,986​$(22,826)​$(16,035)​
Change in fair value of the Convertible Loan​​—​​(23,397)​​—​​(10,372)​
Net loss attributable to common stockholders, diluted​$(16,295)​$(14,411)​$(22,826)​$(26,407)​
​​​​​​​​​​​​​​
Denominator:​​​​​​​​​​​​​
Weighted average shares outstanding, basic​​36,193,479​​36,154,521​​36,189,165​​36,139,873​
Shares issuable upon the conversion of the Convertible Loan​​—​​22,092,105​​—​​22,092,105​
Weighted average common shares outstanding, diluted​36,193,479​58,246,626​36,189,165​58,231,978​
​​​​​​​​​​​​​​
Net income (loss) per share, basic​$(0.45)​$0.25​$(0.63)​$(0.44)​
Net loss per share, diluted​$(0.45)​$(0.25)​$(0.63)​$(0.45)​

The following outstanding securities as of June 30, 2025 and December 31, 2024 have been excluded from the computation of dilutive weighted-average shares outstanding, as they would have been anti-dilutive:

​​​​​​
​ · June 30, 2025 · December 31, 2024
Outstanding stock options5,094,2733,755,965​
Unvested restricted stock units​202,500​220,000​
Shares issuable upon the conversion of the Convertible Loan (1)​23,692,982​—​
Outstanding warrants​10,655,047​19,365,847​
Total39,644,80223,341,812

(1) The Company determined the number of shares issuable upon the conversion of the Convertible Loan as of June 30, 2025, based on the Convertible Loan principal amount of$30.0 million, accrued and unpaid interest of$6.0 million, calculated at an annual interest rate of 8%, converted at$1.52 per share.

  1. Balance Sheet Details

Property and Equipment, net

Property and equipment as of June 30, 2025 and December 31, 2024 consisted of the following (in thousands):

​​​​​​​
​ · June 30, 2025 · December 31, 2024
Laboratory equipment​$21,455​$21,316
Furniture and fixtures​​851​​831
Office and computer equipment​438​438
Leasehold improvements​3,802​3,802
Total​​26,546​​26,387
Less: accumulated depreciation​(13,889)​(13,146)
Property and equipment, net​$12,657​$13,241

Depreciation and amortization expense totaled $0.3 million for each of the three months ended June 30, 2025 and 2024, and $0.7 million and $0.6 million for the six months ended June 30, 2025 and 2024, respectively. Property and equipment not in use was $8.4 million and $8.3 million as of June 30, 2025 and December 31, 2024, respectively, and is included in the laboratory equipment in the table above. These assets are not depreciated until they are placed in service.

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities as of June 30, 2025 and December 31, 2024 consisted of the following (in thousands):

​​​​​​​
​ · ​ · June 30, 2025 · December 31, 2024
Accounts payable​$965​$766
Accrued clinical trial expenses​​—​​828
Other accrued expenses​​575​​461
​​$1,540​$2,055
  1. Convertible Loan

On January 10, 2023, the Company received the Convertible Loan in the aggregate amount of $30.0 million from Innoviva pursuant to the Convertible Credit Agreement. The Convertible Loan bears interest at a rate of 8.0% per annum and was scheduled to mature on January 10, 2024. The Convertible Credit Agreement was amended on July 10, 2023, in connection with the Company’s entry into the 2023 Credit Agreement to, among other changes, extend the maturity of the Convertible Loan to January 10, 2025. Subsequently, on November 12, 2024, the Company executed another amendment to the Convertible Credit Agreement, which, among other things, extended the Convertible Credit

Agreement maturity date to January 10, 2026. Then, on March 12, 2025, the Company executed a subsequent amendment to the Convertible Credit Agreement which, among other things, extended the Convertible Loan maturity date to March 12, 2026.

The Convertible Loan principal and accrued interest are payable at maturity. Repayment of the Convertible Loan is guaranteed by the Company’s domestic subsidiaries and foreign material subsidiaries, and the Convertible Loan is secured by substantially all of the assets of the Company and the subsidiary guarantors.

The Convertible Credit Agreement provides that if there is a financing from new investors of at least $30.0 million (a “Qualified Financing”), the outstanding principal amount of and all accrued and unpaid interest on the Convertible Loan shall be converted into shares of the Company’s Common Stock, at a price per share equal to a 15.0% discount to the lowest price per share for Common Stock paid by investors in such Qualified Financing. The Convertible Credit Agreement also required the Company to file a registration statement for the resale of all securities issued to the lender in connection with any conversion under the Convertible Credit Agreement, which the Company originally filed on February 13, 2023 and which was declared effective by the SEC on April 6, 2023. The Convertible Credit Agreement also confers upon the lender the option to convert any outstanding Convertible Loan amount, including all accrued and unpaid interest thereon, at the lender’s option, into shares of Common Stock at a price per share equal to the greater of book value or market value per share of Common Stock on the date immediately preceding the effective date of the Convertible Credit Agreement, which was $1.52 (as may be appropriately adjusted for any stock split, combination or similar act).

The Company evaluated authoritative guidance for accounting for the Convertible Loan and concluded that the Convertible Loan should be accounted for at fair value under ASC 480,Distinguishing Liabilities from Equity, due to the fact that the Convertible Loan will predominately be settled with the Company’s Common Stock. Consequently, the Company recorded the Convertible Loan in its entirety at fair value on its consolidated balance sheet, with changes in fair value recorded as other income (expenses) in the consolidated statements of operations during each reporting period.

On November 12, 2024, the Company amended the terms of the Convertible Credit Agreement and 2023 Credit Agreement, to, among other changes, extend the maturity of both loans to January 10, 2026. The Company concluded that the amendments were a combined transaction and an extinguishment for accounting purposes. The Company estimated fair value of the combined transaction, the 2023 Loan and the Convertible Loan, before and after modification and calculated an extinguishment gain of $2.2 million, which was recognized as other income (expense) in the consolidated statement of operations for the year ended December 31, 2024. After this amendment, the Company continued to account for the Convertible Loan at fair value on its consolidated balance sheet, with changes in fair value recorded as other income (expense) in the consolidated statements of operations during each reporting period. The Company recognized $31.4 million as the change in fair value of the Convertible Loan for the year ended December 31, 2024.

On March 12, 2025, the Company amended the terms of the Convertible Credit Agreement, the 2023 Credit Agreement and the 2024 Credit Agreement, to, among other changes, extend the maturity of the loans to March 12, 2026. The Company concluded that the amendments were a combined transaction and a modification for accounting purposes. After this amendment, the Company continued to account for the Convertible Loan at fair value on its consolidated balance sheet, with changes in fair value recorded as other income (expense) in the consolidated statements of operations during each reporting period.

The Company recognized a loss of $5.8 million and a gain of $23.4 million as the change in fair value of the Convertible Loan for the three months ended June 30, 2025 and 2024, and a loss of $0.5 million and a gain of $10.4 million for the six months ended June 30, 2025 and 2024, respectively.

  1. Term Debt

The 2023 Credit Agreement, 2024 Credit Agreement and the March 2025 Credit Agreement each contains customary affirmative and negative covenants and representations and warranties, including financial reporting obligations and certain limitations on indebtedness, liens, investments, distributions (including dividends), collateral,

investments, mergers or acquisitions and fundamental corporate changes. Each of the 2023 Credit Agreement, the 2024 Credit Agreement and the March 2025 Credit Agreement also includes customary events of default, including payment defaults, breaches of provisions under the loan documents, certain losses or impairment of collateral and related security interests, the occurrence of certain events that could reasonably be expected to have a “material adverse effect” as set forth therein, certain bankruptcy or insolvency events, and a material deviation from the Company’s operating budget.

On July 10, 2023, the Company entered into the 2023 Credit Agreement. The 2023 Credit Agreement provides for the 2023 Loan, a secured term loan facility in an aggregate amount of $25.0 million at an interest rate of 14.0% per annum, and was scheduled to mature on January 10, 2025. Principal and accrued interest are payable at maturity. Repayment of the 2023 Loan is guaranteed by the Company’s domestic subsidiaries, and the 2023 Loan is secured by substantially all of the assets of the Company and the subsidiary guarantors.

On March 4, 2024, the Company entered into the 2024 Credit Agreement for the 2024 Loan in an aggregate amount of $35.0 million. The 2024 Loan bears interest at an annual rate of 14.0% and was scheduled to mature on June 4, 2025. On March 12, 2025, the Company executed an amendment to the 2024 Credit Agreement which, among other things, extended the 2024 Loan maturity date to March 12, 2026. Principal and accrued interest are payable at maturity.

Repayment of the 2024 Loan is guaranteed by the Company’s domestic subsidiaries, and the 2024 Loan is secured by substantially all of the assets of the Company and the subsidiary guarantors. The 2024 Loan was initially recognized at cash proceeds of$35.0 million net of debt issuance costs of $0.1 million, and subsequently is recognized at the amortized cost. Debt issuance costs are amortized using the effective interest method to interest expense over the term of the 2024 Loan. The 2024 Loan’s annual effective interest rate was 12.68% and 14.25% as of June 30, 2025 and 2024, respectively.

On November 12, 2024, the Company executed an amendment to the 2023 Credit Agreement, which, among other things, extended the 2023 Loan maturity date to January 10, 2026. On March 12, 2025, the Company executed a subsequent amendment to the 2023 Credit Agreement which, among other things, extended the 2023 Loan maturity date to March 12, 2026. The 2023 Loan was initially recognized at fair value of $21.2 million and subsequently recognized at the amortized cost net of debt issuance costs and debt discount of $3.8 million. Debt issuance costs are amortized using the effective interest method to interest expense over the term of the 2023 Loan. The 2023 Loan’s annual effective interest rate was 41.64% and 27.31% as of June 30, 2025 and 2024, respectively.

On March 12, 2025, the Company entered into the March 2025 Credit Agreement for the March 2025 Loan in an aggregate amount of $10.0 million. The March 2025 Loan bears interest at an annual rate of 14.0% and matures on March 12, 2026. Principal and accrued interest are payable at maturity. Repayment of the March 2025 Loan is guaranteed by the Company’s domestic subsidiaries, and the loan is secured by substantially all of the assets of the Company and the subsidiary guarantors. The March 2025 Loan was initially recognized at cash proceeds of $10.0 million and subsequently is recognized at the amortized cost. The March 2025 Loan’s annual effective interest rate was 14.19% as of June 30, 2025.

On March 12, 2025, concurrently with the execution of the March 2025 Credit Agreement, the Company entered into amendments to (i) the Convertible Loan and Convertible Credit Agreement, (ii) the 2023 Loan and 2023 Credit Agreement, and (iii) the 2024 Loan and 2024 Credit Agreement, which, among other things, extended the maturity date of the Convertible Loan, 2023 Loan and 2024 Loan, respectively, to March 12, 2026.

  1. Stockholders’ Deficit

Warrants

As of June 30, 2025, outstanding warrants to purchase shares of the Company’s Common Stock were as follows:

​ · ​ · ​ · ​ · ​ · ​
Shares · Exercise Price · Expiration Date
1,867,912​$3.25​January 26, 2026
4,285,935​$3.25​March 16, 2026
1,807,396​$5.00​February 8, 2027
2,692,604​$5.00​March 30, 2027
1,200​$1,680.00​None
10,655,047​​

Shares Reserved for Future Issuance

As of June 30, 2025, the Company had reserved shares of its Common Stock for future issuance as follows:

​​​
​ · June 30, 2025
Stock options outstanding​5,094,273
Unvested restricted stock units​202,500
Shares issuable under the Employee Stock Purchase Plan​11,890
Shares available for future grants under the 2016 Plan​2,074,688
Shares issuable upon the conversion of the Convertible Loan​23,692,982
Warrants outstanding​10,655,047
Total shares reserved​41,731,380
  1. Equity Incentive Plans

Stock Award Plans

The Company maintains a 2016 Equity Incentive Plan (the “2016 Plan”), which provides for the issuance of incentive share awards in the form of non-qualified and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and performance-based stock awards. As of June 30, 2025, there were 2,074,688 shares available for issuance under the 2016 Plan.

Stock option transactions during the six months ended June 30, 2025 are presented below:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · Weighted · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · Average · ​ · ​ · ​
​ · ​ · ​ · ​ · Weighted · ​ · Remaining · ​ · ​ · ​
​​​​Average​Contractual​Aggregate
​​​​Exercise​Term​Intrinsic
​ · Shares · Price · (Years) · Value (in thousands)
Outstanding at December 31, 20243,755,965​$3.747.5​$4
Granted1,596,058​$2.04​$—
Exercised​—​$—​​​$—
Forfeited/Cancelled/Expired(257,750)​$3.32​$—
Outstanding at June 30, 20255,094,273​$3.237.8​$5
Vested and expected to vest at June 30, 20255,094,273​$3.237.8​$5
Exercisable at June 30, 20252,471,814​$3.946.3​$2

The aggregate intrinsic value of options at June 30, 2025 is based on the Company’s closing stock price on that date of $1.90 per share.

Restricted stock unit awards transactions during the six months ended June 30, 2025 are presented below:

​ · ​ · ​ · ​ · ​ · ​
​​​​Weighted Avg
​​​​Grant Date
​ · Shares · Fair Value
Outstanding at December 31, 2024​220,000​$2.73
Granted​—​$—
Vested​(17,500)​$3.38
Cancelled​—​$—
Outstanding at June 30, 2025​202,500​$2.65

Share-based Compensation

The Company estimates the fair value of stock options with performance and service conditions using the Black-Scholes valuation model (“Black-Scholes”). Compensation expense related to stock options granted is measured at the grant date based on the estimated fair value of the award and is recognized on the accelerated attribution method over the requisite service period.

The assumptions used in the Black-Scholes model during the six months ended June 30, 2025 and 2024 are presented below. There wereno stock options granted during the three months ended June 30, 2025 and 2024.

​​​​​
​ · ​ · Six Months Ended June 30,
​ · 2025 · 2024
Risk-free interest rate​4.27%-4.30%​4.24%-4.25%
Expected volatility​99.64%-101.43%​89.4%-92.5%
Expected term (in years)​5.75-6.25​5.12-7.00
Expected dividend yield​0%​0%

The table below summarizes the total share-based compensation expense included in the Company’s condensed consolidated statements of operations for the periods presented (in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three Months Ended June 30, · ​ · Six Months Ended June 30,
​ · 2025 · 2024 · 2025 · 2024
Research and development​$167​$323​$487​$375
General and administrative​408​1,012​869​1,494
Total stock-based compensation​$575​$1,335​$1,356​$1,869

As of June 30, 2025, there was $3.4 million of total unrecognized compensation expense related to unvested stock options and restricted stock units, which the Company expects to recognize over the weighted average remaining period of approximately 1.9 years.

  1. Income Taxes

The Company didnot record a provision or benefit for income taxes during the three and six months ended June 30, 2025 and 2024. The Company expects to generate net taxable losses and continues to maintain a full valuation allowance against all of its deferred tax assets.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is assessing the impact on its consolidated financial statements.

  1. Commitments and Contingencies

Operating Leases

The Company leases office and research and development space under a non-cancelable operating lease in Marina del Rey, California, with the lease term running through December 31, 2031. Annual base rent is from $1.9 million and increases by 3% annually and will be $2.5 million by the end of the lease term. The Company also maintains an irrevocable letter of credit in connection with this lease, which had a balance of $0.2 million as of June 30, 2025 and which is reduced 20% annually through the end of the lease term.

On October 28, 2021, the Company entered into a lease for office and research and development space under a non-cancellable lease in Los Angeles, California (the “2021 Lease”). The 2021 Lease payment start date was May 1, 2022 and the total lease term is for 16 years and runs through 2038. Monthly rent for 2022 and 2023 was fully or partially abated while the lessor and the Company completed planned tenant improvements to the facility. The Company was responsible for construction costs over the tenant improvement allowance of$7.2 million. The construction was completed as of December 31, 2024, and the Company received the full allowance. Out-of-pocket expenses to be incurred by the Company are considered noncash lease payments, and included in the lease liability and right-of-use asset.

In connection with the execution of the 2021 Lease, the Company delivered an irrevocable standby letter of credit in the amount of $5.0 million to the landlord in 2022.

Future minimum annual lease payments under the Company’s noncancelable operating leases as of June 30, 2025 are as follows (in thousands):

​​​​
​ · Operating
​ · ​ · Leases
2025​$2,153
2026​​5,293
2027​​5,452
2028​​5,616
2029​​5,784
Thereafter​​37,996
Total minimum lease payments​​62,294
Less: amount representing interest​​(30,675)
Present value of operating lease obligations​​31,619
Less: current portion​​(4,488)
Noncurrent operating lease obligations​$27,131

Operating lease expenses were $2.0 million for each of the three months ended June 30, 2025 and 2024, and $4.0 million and $4.2 million for the six months ended June 30, 2025 and 2024, respectively. Variable costs related to operating expenses and taxes, which are recognized as incurred, were $0.5 million and $0.4 million for the three months ended June 30, 2025 and 2024, and $0.8 million and $1.0 million for the six months ended June 30, 2025 and 2024, respectively.

The following table summarizes supplemental cash flow information related to the Company’s operating leases for the six months ended June 30, 2025 and 2024 (in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Six Months Ended June 30,
​​​20252024
Cash paid for amounts included in the measurement of lease liabilities: · ​ · ​ · ​ · ​ · ​ · ​
Operating cash flows from operating leases​$2,562​$5,149

The following table summarizes the weighted-average remaining lease term and weighted-average discount rate related to the Company’s operating leases as of June 30, 2025 and December 31, 2024:

​​​​​​​
​​​June 30, 2025​​December 31, 2024
Weighted-average remaining lease term, years​​11.28​​11.74
Weighted-average discount rate, %​​13.9​​13.9

Legal Proceedings

From time to time, the Company may be involved in disputes, including litigation, relating to claims arising out of operations in the normal course of business. Any of these claims could subject the Company to costly legal expenses and, while management generally believes that there is adequate insurance to cover many different types of liabilities, the Company’s insurance carriers may deny coverage or policy limits may be inadequate to fully satisfy any damage awards or settlements. If this were to happen, the payment of any such awards could have a material adverse effect on the Company’s consolidated results of operations and financial position. Additionally, any such claims, whether or not successful, could damage the Company’s reputation and business. The Company is currently not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, would have a material adverse effect on our consolidated results of operations or financial position.

  1. Grants and Awards

MTEC Award

On June 15, 2020, the Company entered into an agreement (the “MTEC Agreement”) with MTEC, pursuant to which the Company received a $15.0 million award and entered into a multi-year program administered by the DoD through MTEC and managed by the Naval Medical Research Command (“NMRC”) – Naval Advanced Medical Development (“NAMD”) with funding from the Defense Health Agency and Joint Warfighter Medical Research Program. On September 29, 2022, the MTEC Agreement was modified to increase the total award by$1.3 million to$16.3 million and extend the term into the third quarter of 2024. On July 29, 2024, the MTEC Agreement was modified toincrease the total award by $5.3 million to $21.6 million and extend the term into the third quarter of 2025. On April 29, 2025, the Company received$4.65 million of additional non-dilutive award funding through MTEC, thereby increasing the total MTEC award to$26.2 million, and the MTEC Agreement was modified to extend the term to September 30, 2025. On July 2, 2025, the MTEC Agreement was modified to extend the term to March 31, 2026. The Company is using the award to partially fund a Phase 1b/2a, randomized, double-blind, placebo-controlled, dose escalation clinical study of the Company’s therapeutic phage-based candidate, AP-SA02, for the treatment of complicatedS. aureus bacteremia (“SAB”) infections. The MTEC Agreement specifies that the award will be paid to the Company over the term of the award through a cost reimbursable model, based on agreed upon cost share percentages, and the money received is not refundable to MTEC.

Upon license or commercialization of intellectual property developed with the funding from the MTEC Agreement, additional fees will be due to MTEC. The Company will elect whether to (a) pay a fixed royalty amount, which is subject to a cap based upon total funding received, or (b) pay an additional assessment fee, which would also be subject to a cap based upon a percentage of total funding received.

The MTEC Agreement is effective through March 31, 2026. The MTEC Agreement may be terminated in whole or in part, 30 calendar days following written notice from the Company to MTEC. In addition, MTEC has the right to terminate the MTEC Agreement upon material breach by the Company.

The Company determined that the MTEC Agreement is not in the scope of ASC 808 or ASC 606. Applying ASC 606 by analogy the Company recognizes proceeds received under the MTEC Agreement as grant and award revenue in the statement of operations when related costs are incurred. The Company recognized $2.2 million andzero in grant and award revenue from the MTEC Agreement during the three months ended June 30, 2025 and 2024, respectively, and $2.7 million and $1.0 million during the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025 and December 31, 2024, the Company had $2.2 million and $0.7 million as awards receivable from MTEC, respectively.

CFF Therapeutics Development Award

On March 13, 2020, the Company entered into an award agreement (the “Award Agreement”) with the CFF, pursuant to which the Company received a Therapeutics Development Award of up to $5.0 million (the “CFF Award”). The CFF Award was used to fund a portion of the Company’s Phase 1b/2a clinical trial of thePseudomonas aeruginosa(“P. aeruginosa”)* *phage candidate, AP-PA02, as a treatment for Pseudomonas airway infections in people with cystic fibrosis (“CF”).

The first payment under the Award Agreement, in the amount of $1.0 million, became due upon signing the Award Agreement and was received in April 2020. The remainder of the CFF Award was payable to the Company incrementally in installments upon the achievement of certain milestones related to the development program and progress of the Phase 1b/2a clinical trial of AP-PA02, as set forth in the Award Agreement. The total amount of the CFF Award was recognized through December 2023 and no additional payments are expected.

If the Company ceases to use commercially reasonable efforts directed to the development of AP-PA02, or any other Product (as defined in the Award Agreement), for a period of 360 days (an “Interruption”) and fails to resume the development of the Product after receiving from CFF notice of an Interruption, then the Company must either repay the amount of the CFF Award actually received by the Company, plus interest, or grant to CFF (1) an exclusive (even as to the Company), worldwide, perpetual, sublicensable license under technology developed under the Award Agreement that covers the Product for use in treating infections in CF patients (the “CF Field”), and (2) a non-exclusive, worldwide, perpetual, sublicensable license under certain background intellectual property covering the Product, to the extent necessary to commercialize the Product in the CF Field.

Upon commercialization by the Company of any Product, the Company will owe a fixed royalty amount to CFF, which is to be paid in installments determined, in part, based on commercial sales volumes of the Product. The Company will be obligated to make an additional fixed royalty payment upon achieving specified sales milestones. The Company may also be obligated to make a payment to CFF if the Company transfers, sells or licenses the Product in the CF Field, or if the Company enters into a change of control transaction.

The term of the Award Agreement commenced on March 10, 2020 and expires on the earlier of the date on which the Company has paid CFF all of the fixed royalty payments set forth therein, the effective date of any license granted to CFF following an Interruption, or upon earlier termination of the Award Agreement. Either CFF or the Company may terminate the Award Agreement for cause, which includes the Company’s material failure to achieve certain development milestones. The Company’s payment obligations survive the termination of the Award Agreement.

The Company concluded that the CFF Award is in the scope of ASC 808. Accordingly, as discussed in Note 3, “*Significant Accounting Policies”*of its 2024 Annual Report, the Company recognizes the award upon achievement of certain milestones as credits to research and development expenses. No credits to research and development expenses were recognized during the three and six months ended June 30, 2025 and 2024, related to the CFF Award. In addition, the Company concluded under the guidance in ASC 730 that it does not have an obligation to repay funds received once related research and development expenses are incurred.

  1. Segment Reporting

The Company operates and manages its business asone reportable operating segment, which is the business of developing pathogen-specific bacteriophage therapeutics for the treatment of antibiotic-resistant and difficult-to-treat acute and chronic bacterial infections using its proprietary bacteriophage-based technology. The determination of a single business segment is consistent with the consolidated financial information regularly provided to the Company’s chief operating decision maker (“CODM”). The Company’s CODM is its Chief Executive Officer, who reviews financial information on an aggregate basis forpurposes of assessing performance, making operating decisions, allocating resources and evaluating financial performance. The Company maintains 99.4% of its$12.7 million property and equipment, net within the United States.

The following table includes certain segment information for the periods presented (in thousands):

​​​​​​​​​​​​​
​ · ​ · Three Months Ended June 30, · ​ · Six Months Ended June 30,
​ · ​ · 2025 · ​ · 2024 · ​ · 2025 · ​ · 2024
Grant and award revenue​$2,169​$-​$2,660​$966
Operating expenses​​​​​​​​​​​​
Research and development expenses:​​​​​​​​​​​​
AP-PA02: Non-Cystic Fibrosis Bronchiectasis​​152​​1,768​​(288)​​3,602
AP-PA02: Cystic Fibrosis​​14​​138​​25​​235
AP-SA02: Bacteremia​​1,011​​1,051​​1,663​​1,134
AP-SA02: Prosthetic Joint Infection​​1​​1​​2​​8
Expenses not allocated by projects*​​592​​544​​1,112​​1,176
Total external research and development expenses​​1,770​​3,502​​2,514​​6,155
Research and development personnel expenses​​2,293​​2,809​​4,606​​5,422
Other research and development expenses​​2,331​​2,164​​4,703​​4,914
Total research and development expenses​​6,394​​8,475​​11,823​​16,491
General and administrative expenses:​​​​​​​​​​​​
General and administrative personnel expenses​​1,191​​1,571​​2,592​​2,505
Other general and administrative expenses​​1,428​​1,868​​3,280​​4,112
Total general and administrative expenses​​2,619​​3,439​​5,872​​6,617
Total operating expenses​​9,013​​11,914​​17,695​​23,108
Operating loss​​(6,844)​​(11,914)​​(15,035)​​(22,142)
Other income (expense), net​​(9,451)​​20,900​​(7,791)​​6,107
Net income (loss)​$(16,295)​$8,986​$(22,826)​$(16,035)

15. Subsequent Events

August 2025 Credit Agreement

On August 11, 2025, the Company entered into a credit and security (the “August 2025 Credit Agreement”) for a loan in the aggregate amount of $15.0 million (“August 2025 Loan”) with Innoviva. The August 2025 Loan bears interest at an annual rate of 14.0% and matures on January 11, 2029. Principal and accrued interest are payable at maturity. Repayment of the August 2025 Loan is guaranteed by the Company’s domestic subsidiaries, and the loan is secured by substantially all of the assets of the Company and the subsidiary guarantors.

Mango, Inc. Sublease

On July 29, 2025, the Company entered into a sublease with Mango, Inc., doing business as Mango Biosciences as sub-tenant, pursuant to the “2021 Lease” for a portion of a research and development lab and office space. The term of the sublease is 38 months and is anticipated to commence September 1, 2025.

MTEC****Agreement Modification

On July 2, 2025, the MTEC Agreement was modified to extend the term to March 31, 2026.

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