Amended Annual Report (10-k/a)
May 05 2017 - 4:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
10-K/A
Amendment No. 1
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the fiscal year ended: December 31, 2016
or
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Commission file number:
001-36066
PARATEK PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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33-0960223
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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75 Park Plaza
Boston, MA 02116
(617)
807-6600
(Address, including zip code, and telephone number, including area code, of
registrants principal executive office)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of exchange on which
registered
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Common Stock, par value $0.001 per share
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The NASDAQ Global Market
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes ☒ No ☐
Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T
during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K
is not contained
herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K
or any amendment to this
Form
10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a
non-accelerated
filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and
emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the
Act). Yes ☐ No ☒
The aggregate market value of the common stock of the
registrant held by
non-affiliates
of the registrant on June 30, 2016, the last business day of the registrants second fiscal quarter was: $259,770,210.
As of February 28, 2017 there were 24,286,212 shares of the registrants common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants definitive proxy statement for the registrants 2017 Annual Meeting of Stockholders to be filed pursuant to Regulation
14A within 120 days of the registrants year ended December 31, 2016 are incorporated herein by reference into Part III of this Annual Report on Form
10-K.
EXPLANATORY NOTE EXHIBIT FILING ONLY
Paratek Pharmaceuticals, Inc. (the Company) is filing this Amendment No. 1 (this Amendment) to its Annual Report
on
Form 10-K
for the year ended December 31, 2016 (the Form
10-K),
originally filed on March 2, 2017. This Amendment is an exhibit-only filing
in response to comments received from the Securities and Exchange Commission regarding a request for confidential treatment of certain portions of Exhibits 10.27, 10.28 and 10.29 originally filed with the Form
10-K.
This Amendment is being filed solely to
re-file
Exhibits 10.27, 10.28 and 10.29 based on Commission comments. In addition, as required by Rule
12b-15
under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment.
This Amendment is limited in scope to the items identified above and should be read in conjunction with the Form
10-K.
This Amendment does not reflect events occurring after the filing of the Form
10-K
and no revisions are being made to the Companys financial statements pursuant to
this Amendment. Other than the filing of the information identified above, this Amendment does not modify or update the disclosure in the Form
10-K
in any way.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on the 5th day of May, 2017.
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Paratek Pharmaceuticals, Inc.
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By:
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/s/ Michael F.
Bigham
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Michael F. Bigham
Chairman and Chief Executive Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Michael F.
Bigham
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Chairman of the Board of Directors and Chief Executive Officer
(Principal Executive Officer)
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May 5, 2017
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Michael F. Bigham
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/s/ Douglas W.
Pagán
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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May 5, 2017
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Douglas W. Pagán
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*
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President, Chief Operating Officer, Chief Medical Officer and Director
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May 5, 2017
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Evan Loh, M.D.
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*
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Director
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May 5, 2017
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Thomas J. Dietz, Ph.D.
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*
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Director
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May 5, 2017
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Timothy R. Franson, M.D.
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*
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Director
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May 5, 2017
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Richard J. Lim
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*
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Director
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May 5, 2017
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Kristine Peterson
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*
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Director
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May 5, 2017
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Robert S. Radie
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*
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Director
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May 5, 2017
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Jeffrey Stein, Ph.D.
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*By:
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/s/ Douglas W. Pagán
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Douglas W. Pagán
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Attorney-in-fact
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EXHIBIT INDEX
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Exhibit
No.
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Exhibit Description
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10.27*^
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Manufacturing and Services Agreement by and between the Company and Almac Pharma Services Limited, dated as of December 30, 2016.
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10.28*^
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Manufacturing and Services Agreement by and between the Company and CIPAN - Companhia Industrial Produtora de Antibióticos, S.A., dated as of November 2, 2016.
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10.29*^
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Outsourcing Agreement by and between the Company and CARBOGEN AMCIS AG, dated as of December 30, 2016.
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31.1*
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Certification of the Companys Chief Executive Officer pursuant to Rule
13a-14(a)
and Rule
15d-14(a)
of the Securities and Exchange Act of 1934, as
amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2*
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Certification of the Companys Chief Financial Officer pursuant to Rule
13a-14(a)
and Rule
15d-14(a)
of the Securities and Exchange Act of 1934, as
amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1*
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Certification of the Companys Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2*
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Certification of the Companys Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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^
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Confidential treatment has been requested as to certain portions, which portions have been omitted and submitted separately to the Securities and Exchange Commission.
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