This Tender Offer Statement on Schedule TO relates to an offer by Otonomy, Inc., a
Delaware corporation (Otonomy or the Company), to exchange (the Exchange Offer) certain options to purchase up to an aggregate of 2,414,000 shares of the Companys common stock, whether vested or unvested,
granted under the Plans (as defined below), with an exercise price per share greater than $12.00, that are outstanding at the start of this Exchange Offer and remain outstanding and unexercised through the expiration of this Exchange Offer (the
Eligible Options).
These Eligible Options may be exchanged for new stock options (New Options) upon the terms and
subject to the conditions set forth in (i) the Offer to Exchange Certain Outstanding Stock Options for New Stock Options dated December 20, 2017 (the Offer to Exchange), attached hereto as Exhibit (a)(1)(A), (ii) the
Launch Email to All Eligible Employees from OtonomyExchange@equitybenefits.com on behalf of David A. Weber, Ph.D., our President and Chief Executive Officer, dated December 20, 2017, attached hereto as Exhibit (a)(1)(B), and (iii) the
Election Form, together with it associated instructions, attached hereto as Exhibit (a)(1)(C). The following disclosure materials were also made available to Eligible Employees: (I) the Form of Confirmation Email to Employees who Elect to
Participate in or Withdraw From the Exchange Offer, attached hereto as Exhibit (a)(1)(D), (II) the Form of Reminder Email, attached hereto as Exhibit (a)(1)(E), (III) the Form of Notice Email Announcing Expiration of Offer to Exchange
Certain Outstanding Stock Options for New Stock Options, attached hereto as Exhibit (a)(1)(F), (IV) the Form of Notice Email Announcing Employee Meeting, attached hereto as Exhibit (a)(1)(G), (V) the Employee Presentation, attached hereto as
Exhibit a(1)(H), and (VI) the Screenshots of the Companys Offer Website, attached hereto as Exhibit (a)(1)(I). These documents, as they may be amended or supplemented from time to time, together constitute the Disclosure
Documents. An Eligible Employee refers to each employee of Otonomy as of the date the Offer commences who remains an employee of Otonomy through the new option grant date. The
non-employee
members of the Companys board of directors are not eligible employees and may not participate in the Exchange Offer.
The
information in the Disclosure Documents, including all schedules and annexes to the Disclosure Documents, is incorporated herein by reference to answer the items required in this Schedule TO.
Item 1. Summary Term Sheet.
The
information set forth under the caption Summary Term Sheet and Questions and Answers in the Offer to Exchange is incorporated herein by reference.
Item 2. Subject Company Information.
(a)
Name and Address.
Otonomy, Inc. is the issuer of the securities subject to the Exchange Offer. The address of the Companys principal executive office is
4796 Executive Drive, San Diego, California 92121, and the telephone number at that address is (619)
323-2200.
The information set forth in the Offer to Exchange under the caption The Offer titled
Information concerning Otonomy is incorporated herein by reference.
(b)
Securities.
The subject class of securities consists of the Eligible Options. The actual number of shares of common stock subject to the stock options to
be issued in the Exchange Offer will depend on the number of shares of common stock subject to the unexercised options tendered by Eligible Employees and accepted for exchange and cancelled. The information set forth in the Offer to Exchange under
the captions Summary Term Sheet and Questions and Answers, Risks of Participating in the Offer, and the sections under the caption The Offer titled 2. Participation in exchange; number of shares subject to
new options; expiration date, 6. Acceptance of options for exchange and issuance of new options, and 9. Source and amount of consideration; terms of new options is incorporated herein by reference.
(c)
Trading Market and Price.
The information set forth in the Offer to Exchange under the caption The Offer titled 8. Price range of shares underlying the
options is incorporated herein by reference.
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