C3J Therapeutics, Inc. entered into a definitive agreement to acquire AmpliPhi Biosciences Corporation (AMEX:APHB) in a reverse merger transaction on January 3, 2019. Under the terms of the merger agreement, on a pro-forma basis and after closing of the merger but prior to the closing of the financing, the current C3J securityholders will own approximately 70% of the combined company, while current AmpliPhi securityholders will own approximately 30% of the combined company. On a proforma basis, after giving effect to the contemplated $10 million financing, current C3J securityholders will own approximately 76% of the combined company and current AmpliPhi securityholders will own approximately 24% of the combined company. At the effective time of the Merger, each share of C3J common stock outstanding immediately prior to the effective time of the Merger will be converted into the right to receive approximately 0.6892 shares of AmpliPhi common stock, subject to adjustment to account for a reverse split of AmpliPhi common stock at a reverse split ratio of between 1- for- 3 and 1- for- 20, inclusive, to be determined by AmpliPhi board of directors and to be implemented prior to the consummation of the Merger. Certain existing C3J shareholders have committed to invest $10 million in the combined company, subject to customary conditions. The financing will help fund the further development of the combined company's preclinical and clinical programs and is expected to close immediately following with the completion of the merger. Under the terms, a wholly owned subsidiary of AmpliPhi will merge with C3J. After completion of the Merger, the combined company will operate as “Armata Pharmaceuticals, Inc.” and expects to trade on the NYSE American under the symbol “ARMP.”. In connection with a termination of the Merger Agreement under specified circumstances, either party may be required to pay the other party a termination fee of $1 million. Todd R. Patrick, President and Chief Executive Officer of C3J will be the Chief Executive Officer of the combined company and Brian Varnum of C3J will be appointed President and Chief Development Officer. Steve Martin, AmpliPhi's Chief Financial Officer, will continue to act as the Chief Financial Officer of the combined company. Paul Grint, Chief Executive Officer of AmpliPhi has agreed to act as a clinical consultant for the combined company and Duane Morris, the vice president, operations of C3J will become the vice president, operations of AmpliPhi. Following the Closing, the board of Directors of AmpliPhi will consist of seven Directors and will be comprised of five members designated by C3J Therapeutics and two members designated by AmpliPhi. In addition, each of Louis Drapeau, Paul C. Grint, M.D., Wendy S. Johnson and Vijay Samant will resign from AmpliPhi’s board of directors effective upon the effective time of the Merger, and the designees of C3J pursuant to the Merger Agreement, Richard Bastiani, Ph.D., Richard Bear, H. Stewart Parker, Todd R. Patrick and Joseph M. Patti, Ph.D. will be appointed to fill the vacancies created by the resignations of the current AmpliPhi directors listed above. Following the Merger, the headquarters of AmpliPhi will be located in Marina del Rey, at C3J’s current headquarters. The transaction is subject to approval by no less than 66 2/3% of the stockholders of AmpliPhi and customary conditions, including the execution of stock purchase agreements by certain existing C3J shareholders who have agreed to invest an additional $10 million into the combined company, subject to customary closing conditions. Prior to closing, AmpliPhi will seek stockholder approval to conduct a reverse split of its outstanding shares to satisfy listing requirements of the NYSE American. The transaction has been unanimously approved by the Boards of Directors of both companies. An Independent Special Committee was set up by the AmpliPhi Board in connection with the transaction. As of May 8, 2019, the transaction has been approved by AmpliPhi Biosciences's shareholders. The transaction was initially expected to close in the first quarter of 2019. As per an announcement made on March 25, 2019, the transaction is expected to close in May 2019. As per filing on May 6, 2019, the transaction is expected to close in mid-May 2019. Ladenburg Thalmann & Co. Inc. is acting as financial advisor to AmpliPhi and Tom Coll and Rama Padmanabhan of Cooley LLP acting as legal advisors to AmpliPhi. Joyce Allaire of LifeSci Capital LLC is acting as financial advisor to C3J and Faith L. Charles of Thompson Hine LLP is acting as legal advisor to C3J. Alliance Advisors LLC served as the proxy solicitor and will be will be paid its customary fee of approximately $10,000 by AmpliPhi for the services provided. Computershare Inc. served as the transfer and exchange agent for AmpliPhi. Ladenburg Thalmann will be entitled to receive a fee of $1 million payable in cash and an additional amount of $250,000 for the delivery of a fairness opinion.