UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G
Under the Securities Exchange Act of 1934
PharmAthene, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
71714G102
(CUSIP Number)
April 8, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
- ----------------
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 12 Pages
CUSIP No. 71714G102 13G Page 2 of 12 Pages
- ---------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Empery Asset Management, LP
- ------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [x]
- ------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,504,139 shares of Common Stock
Warrants to purchase 205,128 shares of Common Stock (see
Item 4)*
OWNED BY -----------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ---------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1,504,139 shares of Common Stock
Warrants to purchase 205,128 shares of Common Stock (see
Item 4)*
- -------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,504,139 shares of Common Stock
Warrants to purchase 205,128 shares of Common Stock (see Item 4)*
- -----------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
- -----------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.9% (see Item 4)
- -----------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
PN
- -----------------------------------------------------------------------
* As more fully described in Item 4, certain of these reported securities are
subject to a 4.99% blocker and the percentage set forth in row (11) gives effect
to such blocker. However, as more fully described in Item 4, the securities
reported in rows (6), (8) and (9) show the number of shares of Common Stock that
would be issuable upon full exercise or conversion of such reported securities
CUSIP No. 71714G102 13G Page 3 of 12 Pages
and do not give effect to such blocker. Therefore, the actual number of shares
of Common Stock beneficially owned by such Reporting Person, after giving effect
to such blocker, is less than the number of securities reported in rows (6), (8)
and (9).
CCUSIP No. 71714G102 13G Page 4 of 12 Pages
(1) NAMES OF REPORTING PERSONS
Ryan M. Lane
- -----------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [x]
- -----------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -----------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ---------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,504,139 shares of Common Stock
Warrants to purchase 205,128 shares of Common Stock (see
Item 4)*
OWNED BY -----------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ----------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1,504,139 shares of Common Stock
Warrants to purchase 205,128 shares of Common Stock (see
Item 4)*
- ------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,504,139 shares of Common Stock
Warrants to purchase 205,128 shares of Common Stock (see Item 4)*
- -----------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
- -----------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.9% (see Item 4)
- -----------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
IN
- -----------------------------------------------------------------------
* As more fully described in Item 4, certain of these reported securities are
subject to a 4.99% blocker and the percentage set forth in row (11) gives effect
to such blocker. However, as more fully described in Item 4, the securities
reported in rows (6), (8) and (9) show the number of shares of Common Stock that
would be issuable upon full exercise or conversion of such reported securities
and do not give effect to such blocker. Therefore, the actual number of shares
CUSIP No. 71714G102 13G Page 5 of 12 Pages
of Common Stock beneficially owned by such Reporting Person, after giving effect
to such blocker, is less than the number of securities reported in rows (6), (8)
and (9).
CUSIP No. 71714G102 13G Page 6 of 12 Pages
- ---------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Martin D. Hoe
- -----------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [x]
- -----------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -----------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,504,139 shares of Common Stock
Warrants to purchase 205,128 shares of Common Stock (see
Item 4)*
OWNED BY ----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ----------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1,504,139 shares of Common Stock
Warrants to purchase 205,128 shares of Common Stock (see
Item 4)*
- -----------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,504,139 shares of Common Stock
Warrants to purchase 205,128 shares of Common Stock (see Item 4)*
- -----------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
- -----------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
4.9% (see Item 4)
- -----------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (see instructions)
IN
- -----------------------------------------------------------------------
* As more fully described in Item 4, certain of these reported securities are
subject to a 4.99% blocker and the percentage set forth in row (11) gives effect
to such blocker. However, as more fully described in Item 4, the securities
reported in rows (6), (8) and (9) show the number of shares of Common Stock that
would be issuable upon full exercise or conversion of such reported securities
CUSIP No. 71714G102 13G Page 7 of 12 Pages
and do not give effect to such blocker. Therefore, the actual number of shares
of Common Stock beneficially owned by such Reporting Person, after giving effect
to such blocker, is less than the number of securities reported in rows (6), (8)
and (9).
CUSIP No. 71714G102 13G Page 8 of 12 Pages
Item 1.
(a) Name of Issuer
PharmAthene, Inc., a Delaware corporation (the "Company")
(b) Address of Issuer's Principal Executive Offices
One Park Place, Suite 450
Annapolis, MD 21401
Item 2(a). Name of Person Filing
This statement is filed by the entities and persons listed below, who
are collectively referred to herein as "Reporting Persons," with
respect to the shares of Common Stock (as defined in Item 2(d) below)
of the Company:
INVESTMENT MANAGER
(i) Empery Asset Management, LP (the "Investment Manager"), with
respect to the shares of Common Stock held by certain funds
and managed accounts to which the Investment Manager serves as
investment manager (collectively, the "Empery Funds").
REPORTING INDIVIDUALS
(ii) Mr. Ryan M. Lane ("Mr. Lane"), with respect to the shares of
Common Stock held by the Empery Funds.
(iii) Mr. Martin D. Hoe ("Mr. Hoe"), with respect to the shares of
Common Stock held by the Empery Funds.
The Investment Manager serves as the investment manager to each of the
Empery Funds. Each of the Reporting Individuals is a Managing Member of
Empery AM GP, LLC (the "General Partner"), the general partner of the
Investment Manager.
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of the Reporting
Persons is:
120 Broadway, Suite 1019
New York, New York 10271
Item 2(c). Citizenship
Citizenship is set forth in Row 4 of the cover page for each Reporting
Person hereto and is incorporated herein by reference for each such
Reporting Person.
Item 2(d) Title of Class of Securities
Common Stock, $0.0001 par value (the "Common Stock")
Item 2(e) CUSIP Number
CUSIP No. 71714G102 13G Page 9 of 12 Pages
71714G102
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership
The information as of the filing date required by Items 4(a) - (c) is set forth
in Rows 5 - 11 of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each such Reporting Person. The Company's
Prospectus Supplement filed pursuant to Rule 424(b)(4) on April 7, 2010,
indicates that the total number of outstanding shares of Common Stock upon
completion of the offering made pursuant to such Prospectus Supplement is
30,102,017. The percentages set forth on Row 11 of the cover page for each
Reporting Person is based on the Company's outstanding shares of Common Stock.
Pursuant to the terms of the reported warrants (the "Reported Warrants"), the
Reporting Persons cannot exercise any of the Reported Warrants until such time
as the Reporting Persons would not beneficially own, after any such exercise,
more than 4.99% of the outstanding shares of Common Stock (the "Blocker"). As of
April 8, 2010, each of the Reporting Persons may have been deemed the beneficial
owner of 1,666,668 shares of Common Stock held by the Empery Funds. As of April
8, 2010, the Empery Funds also held the Reported Warrants, however, at that time
the Reporting Persons were not able to exercise any of the Reported Warrants due
to the Blocker. In addition to the Reported Warrants, the Empery Funds hold
additional warrants to purchase 500,000 shares of Common Stock which are not
exercisable until October 13, 2010 (the "Additional Warrants"). Pursuant to the
terms of the Additional Warrants, the Reporting Persons cannot exercise any of
the Additional Warrants until such time as the Reporting Persons would not
beneficially own, after any such exercise, more than 4.99% of the outstanding
shares of Common Stock.
CUSIP No. 71714G102 13G Page 10 of 12 Pages
Therefore as of April 8, 2010, each of the Reporting Persons may have been
deemed to beneficially own 5.5% of the outstanding shares of Common Stock of the
Company. The foregoing should not be construed in and of itself as an admission
by any Reporting Person as to beneficial ownership of shares of Common Stock
owned by another Reporting Person.
Since April 8, 2010, the Empery Funds sold a portion of their shares of Common
Stock such that as of the date hereof, the Reporting Persons ceased to be the
beneficial owner of more than 5% of the shares of Common Stock of the Company.
The Investment Manager, which serves as the investment manager to the Empery
Funds, may be deemed to be the beneficial owner of all shares of Common Stock
owned by the Empery Funds. Each of the Reporting Individuals, as Managing
Members of the General Partner of the Investment Manager with the power to
exercise investment discretion, may be deemed to be the beneficial owner of all
shares of Common Stock owned by the Empery Funds. Each of the Reporting
Individuals hereby disclaims any beneficial ownership of any such shares of
Common Stock.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following: [x]
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best
of its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of April 19, 2010, by and among
Empery Asset Management, LP, Ryan M. Lane and Martin D. Hoe.
CUSIP No. 71714G102 13G Page 11 of 12 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: April 19, 2010
EMPERY ASSET MANAGEMENT, LP
By: EMPERY AM GP, LLC, its General
Partner /s/ Ryan M. Lane
------------------------------------
RYAN M. LANE
By: /s/ Ryan M. Lane
- ------------------------------------
Name: Ryan M. Lane
Title: Managing Member
/s/ Martin D. Hoe
- -----------------------------------
MARTIN D. HOE
CUSIP No. 71714G102 13G Page 12 of 12 Pages
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the Common
Stock, par value $0.0001 per share of PharmAthene, Inc. is being filed, and all
amendments thereto will be filed, on behalf of each of the persons and entities
named below in accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, as amended. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
Dated as of April 19, 2010
EMPERY ASSET MANAGEMENT, LP
By: EMPERY AM GP, LLC, its General
Partner /s/ Ryan M. Lane
-------------------------------------
RYAN M. LANE
By: /s/ Ryan M. Lane
- ---------------------------------
Name: Ryan M. Lane
Title: Managing Member
/s/ Martin D. Hoe
- ---------------------------------
MARTIN D. HOE