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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G*
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Under
the Securities Exchange Act of 1934
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PharmAthene,
Inc.
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(Name
of Issuer)
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Common
Stock, $0.0001 par value
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(Title
of Class of Securities)
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71714G102
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(CUSIP
Number)
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July
20, 2010
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(Date
of event which requires filing of this statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule
13G/A is filed:
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¨
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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¨
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Rule
13d-1(d)
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(Page
1 of 9 Pages)
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______________________________
*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 the purpose 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).
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CUSIP
No. 71714G102
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13G
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Page 2 of 9
Pages
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1
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NAMES
OF REPORTING PERSONS
Empery
Asset Management, LP
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(see
instructions)
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(a)
¨
(b)
x
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATIONY64202107Y64202107
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
0
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6
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SHARED
VOTING POWER
2,685,245
shares of Common Stock
Warrants
to purchase 205,128 shares of Common Stock (see Item
4)*
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7
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SOLE
DISPOSITIVE POWER
0
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8
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SHARED
DISPOSITIVE POWER
2,685,245
shares of Common Stock
Warrants
to purchase 205,128 shares of Common Stock (see Item
4)*
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,685,245
shares of Common Stock
Warrants
to purchase 205,128 shares of Common Stock (see Item
4)*
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES** (see instructions)
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¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.60%
(see Item 4)*
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12
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TYPE
OF REPORTING PERSON (see instructions)
PN
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* 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 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).
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CUSIP
No. 71714G102
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13G
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Page 3 of 9
Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ryan
M. Lane
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(see
instructions)
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(a)
o
(b)
x
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
0
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6
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SHARED
VOTING POWER
2,685,245
shares of Common Stock
Warrants
to purchase 205,128 shares of Common Stock (see Item
4)*
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7
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SOLE
DISPOSITIVE POWER
0
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8
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SHARED
DISPOSITIVE POWER
2,685,245
shares of Common Stock
Warrants
to purchase 205,128 shares of Common Stock (see Item
4)*
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,685,245
shares of Common Stock
Warrants
to purchase 205,128 shares of Common Stock (see Item
4)*
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES**
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¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.60%
(see Item 4)*
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12
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TYPE
OF REPORTING PERSON**
IN
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CUSIP
No. 71714G102
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13G
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Page 4 of 9
Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Martin
D. Hoe
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(see
instructions)
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(a)
o
(b)
x
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
0
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6
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SHARED
VOTING POWER
2,685,245
shares of Common Stock
Warrants
to purchase 205,128 shares of Common Stock (see Item
4)*
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7
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SOLE
DISPOSITIVE POWER
0
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8
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SHARED
DISPOSITIVE POWER
2,685,245
shares of Common Stock
Warrants
to purchase 205,128 shares of Common Stock (see Item
4)*
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,685,245
shares of Common Stock
Warrants
to purchase 205,128 shares of Common Stock (see Item
4)*
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES**
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¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.60%
(see Item 4)*
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12
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TYPE
OF REPORTING PERSON**
IN
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* 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 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).
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CUSIP
No. 71714G102
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13G
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Page 5 of 9
Pages
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Item
1 (a).
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NAME
OF ISSUER.
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PharmAthene,
Inc., a Delaware corporation (the
“Company”)
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Item 1(b).
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Address
of Issuer’s Principal Executive Offices
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One
Park Place, Suite 450
Annapolis,
MD 21401
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Item
2 (a).
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NAME
OF PERSON FILING.
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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
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(i)
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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").
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Reporting
Individuals
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(ii)
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Mr.
Ryan M. Lane ("Mr. Lane"), with respect to the shares of Common Stock held
by the Empery Funds.
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(iii)
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Mr.
Martin D. Hoe ("Mr. Hoe"), with respect to the shares of Common Stock held
by the Empery Funds.
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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.
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Item 2(b).
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ADDRESS
OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE.
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The
address of the business office of each of the Reporting Persons is:
120
Broadway, Suite 1019
New
York, New York 10271
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Item 2(c).
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CITIZENSHIP.
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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.
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Item 2(d).
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TITLE
OF CLASS OF SECURITIES.
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Common
Stock, $0.0001 par value (the “Common
Stock”)
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CUSIP
No. 71714G102
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13G
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Page 6 of 9
Pages
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Item 2(e).
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CUSIP
NUMBER.
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71714G102
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Item
3.
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IF
THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS
A:
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(a)
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Broker
or dealer registered under Section 15 of the Act,
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(b)
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Bank
as defined in Section 3(a)(6) of the Act,
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(c)
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Insurance
Company as defined in Section 3(a)(19) of the Act,
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(d)
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Investment
Company registered under Section 8 of the Investment Company Act of
1940,
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(e)
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Investment
Adviser registered under Section 203 of the Investment Advisers Act of
1940,
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(f)
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Employee
Benefit Plan or Endowment Fund in accordance with
13d-1(b)(1)(ii)(F),
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(g)
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Parent
Holding Company or control person in accordance with Rule
13d-1(b)(ii)(G),
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(h)
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Savings
Association as defined in Section 3(b) of the Federal Deposit Insurance
Act,
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(i)
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Church
Plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act of 1940,
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(j)
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
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Item
4.
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OWNERSHIP.
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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 July 21,
2010, indicates that the total number of outstanding shares of Common Stock upon
completion of the offering made pursuant to such Prospectus Supplement is
31,206,817. The percentage set forth in 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 the date hereof, each of the Reporting Persons may be deemed the beneficial
owner of 2,685,245 shares of Common Stock held by the Empery
Funds. As of the date hereof, the Empery Funds also hold the Reported
Warrants, however, at this time the Reporting Persons are 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, and
warrants to purchase 1,323,214 shares of Common Stock, which are not exercisable
until January 23, 2011(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.
Therefore
as of the date hereof, each of the Reporting Persons may be deemed to
beneficially own 8.60% 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.
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.
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CUSIP
No. 71714G102
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13G
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Page 7 of 9
Pages
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Item
5.
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OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS.
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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: [
]
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Item
6.
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OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Not
applicable.
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Item
7.
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IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not
applicable.
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Item
8.
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IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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See
Exhibit I.
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Item
9.
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NOTICE
OF DISSOLUTION OF GROUP.
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Not
applicable.
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Item
10.
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CERTIFICATION.
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By
signing below each Reporting Person 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 July 30, 2010, by and among Empery Asset
Management, LP, Ryan M. Lane and Martin D. Hoe.
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CUSIP
No. 71714G102
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13G
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Page 8 of 9
Pages
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SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
DATED: July
30, 2010
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EMPERY
ASSET MANAGEMENT, LP
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By:
EMPERY AM GP, LLC, its General Partner
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/s/
Ryan M. Lane
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By:
/s/ Ryan M. Lane
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RYAN
M. LANE
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Name:
Ryan M. Lane
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Title:
Managing Member
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| /s/ Marting D. Hoe | ||
| MARTIN D. HOE | ||
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CUSIP
No. 71714G102
|
13G
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Page 9 of 9
Pages
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EXHIBIT
1
JOINT
ACQUISITION STATEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G
is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13G shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
DATED: July
30, 2010
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EMPERY
ASSET MANAGEMENT, LP
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By:
EMPERY AM GP, LLC, its General Partner
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/s/
Ryan M. Lane
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By:
/s/ Ryan M. Lane
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RYAN
M. LANE
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Name:
Ryan M. Lane
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Title:
Managing Member
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| /s/ Martin D. Hoe | ||
| MARTIN D. HOE | ||