UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): November 22,
2010
PHARMATHENE,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-32587
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20-2726770
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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One
Park Place, Suite 450, Annapolis, Maryland
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21401
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number including area code: (410) 269-2600
(Former
name or former address, if changed since last report)
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:
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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
8.01
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Other
Events.
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Overallotment
Option
As
previously reported, on October 29, 2010, the Company entered into an
underwriting agreement (the “Underwriting Agreement”) with Roth Capital
Partners, LLC (the “Underwriter”), relating to the issuance and sale of an
aggregate of 4,300,000 shares of the Company’s common stock, at a public
offering price of $3.50 per share (the “Offering”). Pursuant to
the Underwriting Agreement, the Company granted to the Underwriter an option to
acquire an additional 645,000 shares of common stock (the “Overallotment
Shares”) at the $3.50 offering price solely to cover overallotments made in
connection with the Offering. On November 22, 2010, the
Underwriter exercised the overallotment option. The Company
expects that the closing of the sale of the Overallotment Shares will occur on
November 23, 2010, subject to the satisfaction of customary closing
conditions.
SparVax™
The
Biomedical Advanced Research and Development Authority (“BARDA”) has informed
PharmAthene (the “Company”) that while it remains committed to the development
of a stable rPA anthrax vaccine, it has requested re-submission of the Company’s
funding proposal after completion of the SparVax™ manufacturing process and
successful production of the bulk drug substance at the Company’s U.S.
manufacturer, Merck-Diosynth. Transfer of the manufacturing process
from the prior UK site to the U.S. is on target and scheduled for completion in
mid-2011. While it is currently unclear precisely when BARDA will
consider a new funding request, based on discussions the Company has had with
BARDA personnel, it believes that there will not be a funding gap in the
development of this product. Furthermore, scale-up and other advanced
development activities related to SparVax™ will continue under the Company’s
existing contract with BARDA, which provides for funding through
mid-2013.
Note
Conversion
As of
November 22, 2010, holders of the Company's 10% convertible notes in the
aggregate principal amount (including accrued and unpaid interest) of
approximately $15.9 million have either agreed to convert or have converted
their notes into shares of common stock of the Company, including notes
converted at the closing of the Offering on November 3, 2010. Certain of these
holders are affiliates, officers or directors of PharmAthene (or family members
thereof). Upon conversion of these notes, these holders will have
received approximately 6.3 million shares of common stock and approximately $1.0
million in cash. After giving effect to the conversion of these
notes, approximately $5.9 million in aggregate principal amount of the notes
(including accrued and unpaid interest) will remain outstanding.
SIGNATURES
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.
PHARMATHENE,
INC.
(Registrant)
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Date: November
23, 2010
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By:
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/s/
Charles A. Reinhart III
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Charles
A. Reinhart III
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Senior
Vice President and Chief Financial
Officer
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