ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts and is a part of a “shelf” registration statement on Form
S-3
(File
No. 333-207441)
that we initially filed with the Securities and Exchange Commission, or the SEC, on October 16, 2015, and which was declared effective by the SEC on October 29, 2015. The
first part is this prospectus supplement, which describes the specific terms of this common stock offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference herein and
therein. The second part is the accompanying prospectus, which provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the
information contained in this prospectus supplement and the information contained in the accompanying prospectus or any document incorporated by reference therein filed prior to the date of this prospectus supplement, you should rely on the
information in this prospectus supplement; provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in the accompanying
prospectus—the statement in the document having the later date modifies or supersedes the earlier statement.
We further note that
the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some
cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date
when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus supplement,
the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and provide no assurance as to the reliability of, any other information that others may
give you. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus supplement and the accompanying prospectus in any
jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. The information contained in this prospectus supplement or the accompanying prospectus, or incorporated by
reference herein or therein is accurate only as of the respective dates thereof, regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or of any sale of our common stock. It is important for you to read and
consider all information contained in this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein, in making your investment decision. You should also read and consider the
information in the documents to which we have referred you in the sections titled “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference” in this prospectus supplement and in the
accompanying prospectus.
We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where
offers and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the common stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into
possession of this prospectus supplement and the accompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of the common stock and the distribution of this prospectus supplement and the accompanying
prospectus outside the United States. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this
prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
S-1
Paratek Pharmaceutical, Inc.’s name and logo are either registered trademarks or trademarks
of Paratek in the United States and/or other countries. All other trademarks, service marks or other tradenames appearing in this prospectus supplement and the accompanying prospectus are the property of their respective owners. Unless otherwise
stated, all references in this prospectus supplement and the accompanying prospectus to “we,” “us,” “our,” “Paratek,” “the Company” and similar designations refer, collectively, to Paratek
Pharmaceuticals, Inc., a Delaware corporation, and its subsidiaries.
S-2
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information contained elsewhere in this prospectus supplement and the accompanying prospectus or in the
documents we incorporate by reference herein and therein. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus supplement and the accompanying
prospectus carefully, especially the risks of investing in our common stock discussed under “Risk Factors” of this prospectus supplement, along with our consolidated financial statements and notes to those consolidated financial statements
and the other information incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision.
Business
Overview
We are a clinical stage biopharmaceutical company focused on the development and commercialization of innovative therapeutics based upon
tetracycline chemistry. We have used our expertise in biology and tetracycline chemistry to create chemically diverse and biologically distinct small molecules derived from the minocycline core structure. We have generated innovative small molecule
therapeutic candidates based upon medicinal chemistry-based modifications, according to structure-based activity, of all positions of the core tetracycline molecule. These efforts have yielded molecules with broad-spectrum antibiotic properties and
narrow-spectrum antibiotic properties, and molecules with potent anti-inflammatory properties to fit specific therapeutic applications. This proprietary chemistry platform has produced many compounds that have shown interesting characteristics in
various
in vitro
and
in vivo
efficacy models. Our two lead product candidates are the antibacterials, omadacycline and sarecycline. Omadacycline and sarecycline are examples of molecules that were synthesized from this chemistry
discovery platform.
Omadacycline
If approved, omadacycline will be the first in a new class of aminomethylcycline antibiotics. Omadacycline is a broad-spectrum, well-tolerated,
once-daily oral and intravenous, or IV, antibiotic. We believe that omadacycline has the potential to become the primary antibiotic choice of physicians for use as a broad-spectrum monotherapy antibiotic for acute bacterial skin and skin structure
infections, or ABSSSI, community-acquired bacterial pneumonia, or CABP, urinary tract infection, or UTI, and other serious community-acquired bacterial infections, where resistance is of concern. We believe omadacycline, if approved, will be used in
the emergency room, hospital and community care settings. We have designed omadacycline to provide potential advantages over existing antibiotics, including activity against resistant bacteria, broad spectrum antibacterial activity, oral and IV
formulations with once-daily dosing, no known drug interactions, and a favorable safety and tolerability profile.
In the fall of 2013,
the U.S. Food and Drug Administration, or the FDA, agreed to the design of our omadacycline Phase 3 studies for ABSSSI and CABP through the Special Protocol Assessment, or SPA, process. In addition, the FDA confirmed that positive data from the
individual studies for ABSSSI and CABP would be sufficient to support approval of omadacycline for each indication and for both oral and IV formulations in the United States. In addition to Qualified Infectious Disease Product designation, or QIDP,
on November 4, 2015, the FDA granted Fast Track designation for omadacycline in ABSSSI, CABP, and complicated UTIs. Fast Track designation facilitates the development and expedites the review of drugs that treat serious or life-threatening
conditions and that fill an unmet medical need. In February 2016, we reached agreement with the FDA on the terms of the omadacycline pediatric program associated with the Pediatric Research Equity Act. The FDA has granted Paratek a waiver for
conducting studies with omadacycline in children less than eight years old due to the
S-3
risk of teeth discoloration, a known class effect of tetracyclines. In May 2016, we received confirmation from the FDA that the oral-only ABSSSI study design was acceptable and consistent with
the currently posted guidance for the industry. In September 2017, we announced that both the oral and IV formations of omadacycline have been granted an additional QIDP designation by the FDA for the treatment of uncomplicated UTI.
To date, we have conducted more than 20 Phase 1 studies of omadacycline to characterize the effects of the drug on humans including how it is
absorbed, metabolized, and excreted. These Phase 1 studies also included evaluation in special populations like hepatic and renal failure patients. We have also conducted and completed three successful Phase 3 clinical studies. Our first two Phase 3
clinical studies were for the treatment of ABSSSI
(OASIS-1)
and CABP (OPTIC). Both studies utilized initiation of IV therapy with transitions to oral-based treatment on clinical response. Our third Phase 3
clinical study
(OASIS-2)
was an oral-only administration of omadacycline in ABSSSI compared to oral-only linezolid. All three Phase 3 clinical studies resulted in omadacycline demonstrating positive efficacy
results and a generally safe and well tolerated profile. We plan to include these clinical data in the New Drug Application, or NDA, submission to the FDA for the treatment of ABSSSI and CABP in the first quarter of 2018 and to the European
Medicines Agency, or the EMA, in the second half of 2018.
In the two pivotal Phase 3 studies in ABSSSI
(OASIS-1
and
OASIS-2),
omadacycline successfully met the primary endpoint for the FDA by demonstrating statistical
non-inferiority
based upon the Early Clinical Response, or ECR, assessment at 48 to 72 hours after the first dose of study medication in the modified intent-to-treat, or mITT, population (all randomized subjects without a baseline sole gram-negative causative
pathogen). In the same two pivotal Phase 3 studies in ABSSSI, omadacycline also successfully met the primary endpoint for the EMA by demonstrating statistical
non-inferiority
based upon the
investigator’s assessment of clinical outcome at the post therapy evaluation, or PTE, visit (7 to 14 days after the subject’s last day of study therapy), in the mITT and the clinically evaluable, or CE, population (defined as all mITT
subjects who received study medication, had a qualifying ABSSSI, an assessment of outcome, and met all other evaluability criteria). Clinical success at the PTE assessment was based on resolution of the infection such that further antibacterial
therapy was not needed, and the subject was alive and did not meet any clinical failure or indeterminate criteria.
S-4
Omadacycline
OASIS-1
Study Results
Clinical Success at PTE by Baseline Pathogen
(OASIS-1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Omadacycline
(N=228)
|
|
|
Linezolid
(N=227)
|
|
|
Baseline Pathogen
|
|
N1
|
|
|
Favorable
Response
n (%)
|
|
|
N1
|
|
|
Favorable
Response
n (%)
|
|
|
Staphylococcus aureus
|
|
|
156
|
|
|
|
130 (83.3
|
)
|
|
|
151
|
|
|
|
126 (83.4
|
)
|
|
MRSA
|
|
|
69
|
|
|
|
57 (82.6
|
)
|
|
|
50
|
|
|
|
43 (86.0
|
)
|
|
MSSA
|
|
|
88
|
|
|
|
74 (84.1
|
)
|
|
|
102
|
|
|
|
84 (82.4
|
)
|
|
Streptococcus anginosus
group
|
|
|
47
|
|
|
|
36 (76.6
|
)
|
|
|
37
|
|
|
|
26 (70.3
|
)
|
|
Streptococcus pyogenes
|
|
|
11
|
|
|
|
8 (72.7
|
)
|
|
|
18
|
|
|
|
16 (88.9
|
)
|
|
Enterococcus faecalis (VSE)
|
|
|
10
|
|
|
|
9 (90.0
|
)
|
|
|
13
|
|
|
|
12 (92.3
|
)
|
|
*10 or More Isolates for Omadacycline
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
S. anginosus
group consists of:
S. anginosus
,
S. intermedius
, and
S. constellatus
.
|
MRSA, methicillin-resistant
Staphylococcus aureus
; MSSA, methicillin-susceptible
Staphylococcus aureus
; VSE, vancomycin-susceptible enterococci.
S-5
Omadacycline
OASIS-2
Study Results
Clinical Success at PTE by Baseline Pathogen
(OASIS-2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Omadacycline
(n=276)
|
|
|
Linezolid
(n=287)
|
|
|
Baseline Pathogen
|
|
N
|
|
Clinical Success
n (%)
|
|
|
N
|
|
Clinical Success
n (%)
|
|
|
Staphylococcus aureus
|
|
220
|
|
|
182 (82.7
|
)
|
|
233
|
|
|
186 (79.8
|
)
|
|
MRSA
|
|
104
|
|
|
89 (85.6
|
)
|
|
107
|
|
|
85 (79.4
|
)
|
|
MSSA
|
|
120
|
|
|
97 (80.8
|
)
|
|
130
|
|
|
103 (79.2
|
)
|
|
Staphylococcus lugdunensis
|
|
5
|
|
|
4 (80.0
|
)
|
|
0
|
|
|
0
|
|
|
Streptococcus pyogenes
|
|
29
|
|
|
20 (69.0
|
)
|
|
16
|
|
|
9 (56.3
|
)
|
|
Streptococcus anginosus group
|
|
57
|
|
|
49 (86.0
|
)
|
|
45
|
|
|
33 (73.3
|
)
|
|
Streptococcus anginosus
|
|
27
|
|
|
24 (88.9
|
)
|
|
20
|
|
|
16 (80.0
|
)
|
|
Streptococcus intermedius
|
|
23
|
|
|
18 (78.3
|
)
|
|
24
|
|
|
16 (66.7
|
)
|
|
Streptococcus constellatus
|
|
9
|
|
|
8 (88.9
|
)
|
|
7
|
|
|
5 (71.4
|
)
|
|
Enterococcus faecalis
|
|
8
|
|
|
8 (100.0
|
)
|
|
12
|
|
|
9 (75.0
|
)
|
|
VRE
|
|
0
|
|
|
0
|
|
|
2
|
|
|
2 (100.0
|
)
|
|
VSE
|
|
7
|
|
|
7 (100.0
|
)
|
|
10
|
|
|
7 (70.0
|
)
|
In a single pivotal Phase 3 study in CABP (OPTIC), omadacycline successfully met the primary endpoint for
the FDA by demonstrating statistical
non-inferiority
based upon the ECR assessment at 72 to 120 hours after the first dose of study medication in the intent-to-treat, or ITT, population. In the same
pivotal Phase 3 study in CABP, omadacycline also successfully met the primary endpoint for the EMA by demonstrating statistical
non-inferiority
based upon clinical success, as assessed by the investigator
at the PTE visit in both the ITT and CE populations.
S-6
Omadacycline OPTIC Study Results
Clinical Success at PTE by Baseline Pathogen (OPTIC)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Omadacycline
(N=204)
|
|
|
Moxifloxacin
(N=182)
|
|
|
Baseline Pathogen
|
|
N
|
|
|
Clinical Success
n (%)
|
|
|
N
|
|
|
Clinical Success
n (%)
|
|
|
Atypical Pathogens
|
|
|
118
|
|
|
|
109
|
(92.4)
|
|
|
106
|
|
|
|
97
|
(91.5)
|
|
Mycoplasma
pneumoniae
|
|
|
70
|
|
|
|
66
|
(94.3)
|
|
|
57
|
|
|
|
50
|
(87.7)
|
|
Chlamydophila pneumoniae
|
|
|
28
|
|
|
|
25
|
(89.3)
|
|
|
28
|
|
|
|
25
|
(89.3)
|
|
Legionella pneumophila
|
|
|
37
|
|
|
|
35
|
(94.6)
|
|
|
37
|
|
|
|
36
|
(97.3)
|
|
Gram-Negative Bacteria (aerobes)
|
|
|
79
|
|
|
|
67
|
(84.8)
|
|
|
68
|
|
|
|
55
|
(80.9)
|
|
Haemophilus influenzae
|
|
|
32
|
|
|
|
26
|
(81.3)
|
|
|
16
|
|
|
|
16
|
(100.0)
|
|
Haemophilus parainfluenzae
|
|
|
18
|
|
|
|
15
|
(83.3)
|
|
|
17
|
|
|
|
13
|
(76.5)
|
|
Klebsiella pneumoniae
|
|
|
13
|
|
|
|
10
|
(76.9)
|
|
|
13
|
|
|
|
11
|
(84.6)
|
|
Gram-Positive Bacteria (aerobes)
|
|
|
61
|
|
|
|
52
|
(85.2)
|
|
|
56
|
|
|
|
49
|
(87.5)
|
|
Streptococcus pneumoniae
|
|
|
43
|
|
|
|
37
|
(86.0)
|
|
|
34
|
|
|
|
31
|
(91.2)
|
|
PSSP
|
|
|
26
|
|
|
|
23
|
(88.5)
|
|
|
22
|
|
|
|
21
|
(95.5)
|
|
Macrolide Resistant
|
|
|
10
|
|
|
|
10
|
(100.0)
|
|
|
5
|
|
|
|
5
|
(100.0)
|
|
Staphylococcus aureus
|
|
|
11
|
|
|
|
8
|
(72.7)
|
|
|
11
|
|
|
|
9
|
(81.8)
|
|
*10 or More Isolates for Omadacycline
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Overall, omadacycline was generally safe and well tolerated. The percentage of all subjects from the pivotal
Phase 3 studies who had at least 1 TEAE was similar in the omadacycline, linezolid, and moxifloxacin subjects. Gastrointestinal events were the most frequent type of TEAEs across all pools, consistent with the known adverse effect profiles of the
tetracycline, oxazolidinone, and fluoroquinolone antibiotic classes. A higher frequency of nausea and vomiting events occurred in the omadacycline group compared to the moxifloxacin and linezolid groups. This was most notable in oral-only OASIS-2
study where higher rates were noted with the loading dose on Days 1 and 2. The most common TEAEs not associated with the disease under study in subjects treated with omadacycline were nausea, vomiting, diarrhea, increased transaminases, and
headache.
S-7
Most Frequent Treatment Emergent Adverse Events (TEAEs) in the
OASIS-1,
OASIS-2
and OPTIC studies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selected TEAEs Occurring in
³
2% of Patients Receiving Omadacycline in the Pooled Phase 3 CABP and
ABSSSI Clinical Trials
|
|
|
|
|
Omadacycline
(N=1073)
|
|
|
Linezolid
(N=689)
|
|
|
Moxifloxacin
(N=388)
|
|
|
Nausea
1
|
|
|
14.9
|
|
|
|
8.7
|
|
|
|
5.4
|
|
|
Vomiting
1
|
|
|
8.3
|
|
|
|
3.9
|
|
|
|
1.5
|
|
|
Diarrhea
2
|
|
|
2.4
|
|
|
|
2.9
|
|
|
|
8.0
|
|
|
Transaminase Elevations Increased
|
|
|
4.3
|
|
|
|
4.4
|
|
|
|
5.2
|
|
|
Headache
|
|
|
2.9
|
|
|
|
3.0
|
|
|
|
1.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Events of Nausea and Vomiting in
Phase 3 CABP and ABSSSI Clinical Trials
|
|
|
|
|
CABP IV/Oral
|
|
|
ABSSSI IV/Oral
|
|
|
ABSSSI
Oral-Only
|
|
|
|
|
IV
|
|
|
Oral
|
|
|
IV
|
|
|
Oral
|
|
|
Oral
(D1 thru D2)
|
|
|
Oral
(D3 thru EOT)
|
|
|
Nausea
1
|
|
|
0.5
|
|
|
|
2.4
|
|
|
|
4.3
|
|
|
|
9.1
|
|
|
|
25.2
|
|
|
|
4.1
|
|
|
Vomiting
|
|
|
1.8
|
|
|
|
1.0
|
|
|
|
1.2
|
|
|
|
4.5
|
|
|
|
12.5
|
|
|
|
4.1
|
|
|
1
|
Nearly all events of nausea and vomiting were mild or moderate in severity, resolved, and were not treatment limiting. Only 4 patients (0.4%) discontinued OMC treatment for nausea or vomiting.
|
|
2
|
Diarrhea occurred in 2.4% of OMC patients and no cases of
C. difficile
infection were reported in OMC patients
|
Sarecycline
Our second
antibacterial product candidate, sarecycline, also known as WC3035, is a new, once-daily, tetracycline-derived compound designed for use in the treatment of acne and rosacea. We believe that, based upon the data generated
to-date,
sarecycline possesses favorable anti-inflammatory activity, plus narrow-spectrum antibacterial activity relative to other tetracycline-derived molecules, oral bioavailability, does not cross the blood-brain
barrier, and favorable pharmacokinetic properties that we believe make it particularly well-suited for the treatment of inflammatory acne in the community setting. We have exclusively licensed U.S. development and commercialization rights to
sarecycline for the treatment of acne to Allergan plc, or Allergan, while retaining development and commercialization rights in the rest of the world.
In March 2017, Allergan announced that two Phase 3 studies of sarecycline for the treatment of moderate to severe acne vulgaris met their
12-week
primary efficacy endpoints. In addition, a
9-month
long-term safety extension study was completed. The safety results from the long-term study are generally consistent
with results from the two
12-week
studies. Based on these clinical data, Allergan submitted an NDA to the FDA in the fourth quarter of 2017 for the treatment of moderate to severe acne.
Allergan currently holds a nonexclusive license to develop and commercialize sarecycline for the treatment of rosacea in the United States.
There are currently no clinical trials with sarecycline in rosacea underway.
The Antibiotics Market and Limitations of Current Therapies
Physicians commonly prescribe antibiotics to treat patients with acute and chronic infectious diseases that are either known, or presumed, to
be caused by bacteria. The World Health Organization has identified the development of worldwide resistance to currently available antibacterial agents as being one of the three greatest threats to human health in this decade. In a press release
announcing the release of a study titled “Hospital and
S-8
Societal Costs of Antimicrobial Resistant Infections in a Chicago Teaching Hospital: Implications for Antibiotic Stewardship,” it was estimated that antibiotic-resistant infections cost the
U.S. healthcare system in excess of $20 billion annually. In addition, these avoidable infections result in more than $35 billion in societal costs and more than 8 million additional days spent in the hospital. Historically, the
majority of life-threatening infections resulting from antibiotic-resistant bacteria were acquired in the hospital setting. According to AMR data from 2015 projected to 2028, approximately 6.7 million antibiotic treated events occur annually in
the two combined indications of ABSSSI and CABP in U.S. hospitals. Furthermore, research conducted by Paratek suggest that in these same indications of ABSSSI and CABP there are approximately 890 thousand patients treated in U.S hospitals who
fail to respond or are intolerant to the existing generic options. Paratek estimates this could yield approximately $2.6 billion in potential sales by 2028. In the U.S. community setting, IMS NDTI data (2014-2015) projected to 2028 suggests there
are approximately 23.7 million prescriptions for ABSSSI and CABP. Additionally, research conducted by Paratek suggests that approximately 2.1 million patients fail to respond or are intolerant to the existing oral generics in the U.S.
community setting. Paratek estimates this could yield approximately $5.4 billion in potential sales by 2028. The emergence of multi-drug resistant pathogens, coupled with limitations in terms of intolerance to existing generic options, emphasizes
the need for novel agents capable of overcoming antibiotic resistance.
Recent Developments
The following is a summary of selected key developments affecting our business that have occurred since September 30, 2017.
Recent Clinical Updates
In
October 2017, we announced the results of three
sub-analyses
from our Phase 3
OASIS-1
study that show a consistent efficacy and safety profile of omadacycline when
treating ABSSSI in patients with comorbid conditions, which could be associated with reduced treatment efficacy and increased safety-related adverse events.
The analyses compared omadacycline to linezolid in subsets of ABSSSI patients enrolled in the global Phase 3 registration study with: chronic
kidney disease; high body mass index; diabetes, and a history of intravenous drug users with or without hepatitis C infection. In addition to omadacycline demonstrating a consistent efficacy and safety profile compared to linezolid, these data
suggest that no dose adjustments for omadacycline are required in patients with these comorbid conditions.
Also in October 2017, we
announced new microbiology data that shows omadacycline is active against the clinically important typical and atypical CABP pathogens. The microbiological data from the Phase 3 OPTIC study demonstrate the
in
vitro
antibacterial activity and clinical efficacy against gram-positive and gram-negative bacterial isolates.
In the
analyses, pathogens were identified at screening through blood culture, lower respiratory tract culture, urinary antigen for Legionella pneumophila or Streptococcus pneumoniae, or positive serology titers for L. pneumophila,
Mycoplasma pneumoniae or Chlamydophila pneumoniae. The most frequent pathogen isolates were: S. pneumoniae (13.5%), H. influenzae (12.2%), H. parainfluenzae (8.3%), Klebsiella pneumoniae (6.5%) and S.
aureus (5.7%). Omadacycline showed potent
in vitro
activity across all isolates.
Overall, in the OPTIC study,
monotherapy with IV to once-daily oral omadacycline was effective in adult CABP patients with the most frequently isolated pathogens, including multi-drug resistant S. pneumoniae.
Also in December 2017, we initiated sites for the first of the two planned Phase 2 studies evaluating omadacycline for the treatment of UTI.
This first study will evaluate the safety, tolerability and pharmacokinetics of omadacycline in female patients with uncomplicated UTI. The second study, which will be initiated later this
S-9
year, will evaluate the safety, tolerability and pharmacokinetics of omadacycline in patients with acute pyelonephritis. We plan to enroll approximately 200 patients in each study at multiple
sites. The following illustration highlights the adaptive design we plan to employ in the cystitis and acute pyelonephritis studies.
Recent Regulatory Updates
In December 2017, we initiated the rolling submission of an NDA to the FDA for omadacycline for the indications of ABSSSI and CABP, and are on
track to submit the final components during the first quarter of 2018.
We also earned a $5.0 million milestone payment
from Allergan under the terms of our collaboration for the development of Seysara™ (sarecycline) for the treatment of moderate to severe acne. The milestone payment became payable upon the FDA’s acceptance of Allergan’s NDA for
Seysara, announced in December 2017. We expect to receive the milestone payment in the first quarter of 2018. Allergan plans to commercialize Seysara in the U.S. Paratek retains all
ex-U.S.
rights to the
product.
Omadacycline Marketing Plans
If the FDA approves our NDA for omadacycline on the projected timeline, we intend to begin selling the product by the first quarter of 2019. In
anticipation of the commercial launch we are building out our sales and marketing infrastructure, including key hires in marketing, market access, medical affairs, and sales management. In addition, we plan on conducting research for pricing and
adoption, as well as conduct payer reimbursement and trade discussions.
Recent Financial Updates
On December 15, 2017, we drew the fourth and final $10.0 million tranche of a term loan available under a Loan and Security Agreement
into which we previously entered with Hercules Technology II, L.P. and Hercules Technology III, L.P., together, Hercules, and certain other lenders, or the Hercules Term Loan, that increased the balance of our gross long-term debt obligations to
$60.0 million.
S-10
We are currently finalizing our financial results for the fiscal year ended
December 31, 2017. While complete financial information and operating data are not available, based on information currently available, we estimate the following:
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As of
December 31,
2017
(Unaudited)
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Cash, cash equivalents and marketable securities
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$
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152.0 million
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Gross long-term debt obligations
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$
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60.0 million
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Common stock outstanding
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27,941,015
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Stock options, restricted stock units and warrants outstanding
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4,897,977
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These preliminary estimates have been prepared by, and are the responsibility of, our management. Our independent registered
public accounting firm, Ernst & Young LLP, has not audited or reviewed, and does not express an opinion with respect to, these estimates. Actual results and financial data as of December 31, 2017 may differ from the above estimates due
to the completion of our closing procedures with respect to the fiscal year ended December 31, 2017, final adjustments and other developments that may arise between now and the time the financial results for the fiscal year are finalized. We
expect to complete our closing procedures with respect to the fiscal year ended December 31, 2017 after this offering is consummated. Accordingly, our consolidated financial statements as of and for the fiscal year ended December 31, 2017
will not be available until after this offering is completed.
“At-the-Market”
Offering Program
In February 2017, we entered into a Controlled Equity Offering
SM
Sales Agreement, or the
2017 Sales Agreement, with Cantor Fitzgerald & Co., or Cantor, as agent, pursuant to which we may offer to sell from time to time through Cantor up to an aggregate of $50 million shares of our common stock. As of January 16, 2018,
we have offered and sold an aggregate of 2,102,315 shares of our common stock under our
“at-the-market”
offering program at an average price of approximately
$22.69 per share and received an aggregate of $47.7 million in net proceeds, after deducting an aggregate of $1.5 million in offering commissions. As of January 16, 2018, approximately $0.8 million remains available for sale
pursuant to the 2017 Sales Agreement, and we had 28,042,767 shares of our common stock outstanding.
Corporate Information
Paratek Pharmaceuticals, Inc. is a Delaware corporation that was incorporated in February 2001. Our principal executive offices are located at
75 Park Plaza, Boston, MA 02116, our telephone number is (617)
807-6600
and our website is www.paratekpharma.com. We have not incorporated by reference into this prospectus supplement the information on our
website and you should not consider it to be a part of this prospectus supplement or accompanying prospectus.
S-11
The Offering
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Common Stock offered by us
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shares
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Common Stock to be outstanding after this offering
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shares, or shares if the underwriter exercises in full its option to purchase
additional shares
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Option to purchase additional shares
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We have granted the underwriter an option for 30 days from the date of this prospectus supplement to purchase up to additional shares of our common stock.
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Use of Proceeds
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We estimate that the net proceeds to us in this offering will be approximately $ million, or approximately
$ million if the underwriter exercises in full its option to purchase additional shares, in each case after deducting estimated offering expenses payable by us. We plan to
use the net proceeds from this offering, together with our existing capital resources, to partially fund our ongoing and future clinical studies of omadacycline, to fund commercial launch readiness, and for working capital and other general
corporate purposes. See “Use of Proceeds.”
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Risk Factors
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You should read the “Risk Factors” section of this prospectus supplement for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.
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The Nasdaq Global Market Symbol
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“PRTK”
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The number of shares of our common stock to be outstanding after this offering is based on 27,892,040
shares of our common stock outstanding as of September 30, 2017 and excludes:
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3,575,633 shares of common stock issuable upon the exercise of stock options outstanding as of September 30, 2017, with a weighted average exercise price of $16.96 per share;
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1,186,503 shares of common stock subject to restricted stock units outstanding as of September 30, 2017;
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84,828 shares of common stock issuable upon the exercise of warrants outstanding as of September 30, 2017, with a weighted exercise price of $16.82 per share;
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688 shares of common stock available for future issuance under our equity incentive plans as of September 30, 2017;
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412,167 shares of common stock available for future issuance under our inducement plans as of September 30, 2017; and
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36,539 shares of common stock available for future issuance under our employee stock purchase plan as of September 30, 2017.
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Subsequent to September 30, 2017, and through the date of this prospectus supplement:
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we offered and sold 124,283 shares of common stock pursuant to our
“at-the-market”
offering program;
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we granted stock options to purchase 57,600 shares of common stock, with a weighted-average exercise price of $19.91 per share, under our equity incentive plans and our inducement plans;
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we granted 47,400 shares of common stock subject to restricted stock units under our equity incentive plans and our inducement plans;
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S-12
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we reserved an additional 1,397,050 shares of common stock under our equity incentive plans; and
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we cancelled stock options to purchase 64,326 shares of common stock under our equity incentive plans and our inducement plans.
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Unless otherwise indicated, all information in this prospectus supplement assumes:
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no exercise by the underwriter of its option to purchase additional shares of common stock; and
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no exercise of outstanding stock options, restricted stock units and warrants.
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S-13
RISK FACTORS
Investing in our common stock involves a high degree of risk. Before you decide to invest in our common stock, you should carefully
consider the risks and uncertainties described below and those included in the documents incorporated by reference in this prospectus supplement, including the “Risk Factors” section included in our Annual Report on Form
10-K
for the year ended December 31, 2016 and our Quarterly Report on Form
10-Q
for the quarter ended March 31, 2017, as well as all other information contained in
this prospectus supplement, the accompanying prospectus and in our filings with the SEC that we have incorporated by reference in this prospectus supplement and the accompanying prospectus. If any of such risks actually occurs, our business,
prospects, operating results and financial condition could be harmed. In such event, the trading price of our common stock could decline and you might lose all or part of your investment. Additional risks and uncertainties not presently known to us
or that we currently deem immaterial may also impair our business.
Risks Related to this Offering
The trading price of our common stock is volatile.
The trading price of our common stock could be subject to significant fluctuations. Since October 30, 2014, the date of our merger with
Transcept Pharmaceuticals, Inc., to January 16, 2018 our common stock has traded between $9.80 and $39.80. Market prices for securities of clinical stage pharmaceutical, biotechnology and other life sciences companies have historically been
particularly volatile. Some of the factors that may cause the trading price of our common stock to fluctuate include:
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our ability to obtain regulatory approvals for omadacycline or other product candidates, and delays or failures to obtain such approvals;
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failure of any of our product candidates, if approved, to achieve commercial success;
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issues in manufacturing our approved products, if any, or product candidates;
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the results of our current and any future clinical trials of our product candidates;
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the entry into, or termination of, key agreements, including key commercial partner agreements;
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the initiation of, material developments in, or conclusion of litigation, including to enforce or defend any of our intellectual property rights or defend against the intellectual property rights of others;
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announcements by commercial partners or competitors of new commercial products, clinical progress or the lack thereof, significant contracts, commercial relationships or capital commitments;
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adverse publicity relating to the antibiotics market, including with respect to other products and potential products in such market;
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the introduction of technological innovations or new therapies that compete with our product candidates;
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the loss of key employees;
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changes in estimates or recommendations by securities analysts, if any, who cover our common stock;
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general and industry-specific economic conditions that may affect our research and development expenditures;
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changes in the structure of healthcare payment systems; and
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period-to-period
fluctuations in our financial results.
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Moreover, the stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of
individual companies. These broad market fluctuations may also adversely affect the trading price of our common stock.
S-14
In the past, following periods of volatility in the market price of a company’s securities,
stockholders have often instituted class action securities litigation against those companies. Such litigation, if instituted, could result in substantial costs and diversion of management attention and resources, which could significantly harm our
profitability and reputation.
If you purchase shares of common stock in this offering, you will suffer immediate dilution of your investment.
The price of our common stock in this offering will be substantially higher than the net tangible book value per share of our
common stock. Therefore, if you purchase shares of our common stock in this offering, you will pay a price per share that substantially exceeds our net tangible book value per share after this offering. Future issuances of common stock or common
stock-related securities, together with the outstanding options, restricted stock units or warrants, including the warrants issued to Hercules Technology II, L.P. and Hercules Technology III, L.P., or future sales are made pursuant to the 2017 Sales
Agreement with Cantor, will result in further dilution. Based on an assumed public offering price of $17.75 per share, the last reported sale price of our common stock on The Nasdaq Global Market on January 16, 2018, you will experience
immediate dilution of $12.85 per share, based on the net tangible book value per share as of September 30, 2017, representing the difference between our pro forma as adjusted net tangible book value per share after giving effect to recent sales
of shares of our common stock pursuant to our
“at-the-market”
offering program and this offering at the assumed public offering price. See the section titled
“Dilution” for a more detailed description of the dilution to new investors in the offering.
Investors in this offering may experience
future dilution.
In order to raise additional capital, we may in the future offer additional shares of our common stock or other
securities convertible into, or exchangeable for, our common stock at prices that may not be the same as the price per share in this offering. We cannot assure you that we will be able to sell shares of our common stock or other related securities
in any other offering at a price per share that is equal to or greater than the price per share paid by investors in this offering. If the price per share at which we sell additional shares of our common stock or related securities in future
transactions is less than the price per share in this offering, investors who purchase our common stock in this offering will suffer dilution in their investment.
A significant portion of our total outstanding shares may be sold into the market at any time, which could cause the market price of our common stock to
drop significantly, even if our business is doing well.
Sales of a substantial number of shares of our common stock in the public
market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock.
Upon the completion of this offering, approximately 317,618 shares of our common stock beneficially owned by our officers and directors, as
well as approximately 2,600,410 shares of common stock beneficially owned by affiliates of our directors, will be subject to
lock-up
agreements with the underwriter that prohibit, subject to certain
exceptions, the disposal or pledge of, or the hedging against, any of their common stock or securities convertible into or exchangeable for shares of common stock for a period of 75 days after the date of this prospectus supplement. However, all of
the shares sold in this offering and the remaining shares of our common stock outstanding prior to this offering will not be subject to
lock-up
agreements with the underwriter and, except to the extent such
shares are held by our affiliates, will be freely tradable. The market price of our common stock could decline as a result of sales by our stockholders in the market following completion of this offering or the perception that these sales could
occur. These factors could also make it difficult for us to raise additional capital by selling stock.
S-15
We have broad discretion over the use of our cash and cash equivalents, including the net proceeds we
receive in this offering, and may not use them effectively or for their currently intended use.
We currently intend to use the net
proceeds from this offering, together with our existing capital resources, to partially fund our ongoing and future clinical studies of omadacycline, to fund commercial launch readiness, and for working capital and other general corporate purposes.
This expected use of the net proceeds from this offering represents our intentions based upon our current plans and business conditions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors,
including the progress of our development efforts, the status of and results from clinical studies, as well as any collaboration that we may enter into with third parties for our product candidates, and any unforeseen cash needs. Because of the
number and variability of factors that will determine our use of the proceeds from this offering, their ultimate use may vary substantially from their currently intended use. As a result, our management will retain broad discretion over the
allocation of the net proceeds from this offering and could spend the proceeds in ways that do not necessarily improve our operating results or enhance the value of our common stock. The failure by our management to apply these funds effectively
could result in financial losses that could have an adverse effect on our business, cause the price of our common stock to decline and delay the development of our product candidates. Pending their use to fund operations, we may invest our cash and
cash equivalents in a manner that does not produce income or that loses value.
Comprehensive tax reform legislation could adversely affect
our business and financial condition.
On December 22, 2017, Public Law no.
115-97,
the Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018, or the Tax Act, was signed into law. The Tax Act introduced significant changes to the Code.
The Tax Act, among other things, contains significant changes to corporate taxation, including reduction of the corporate tax rate from a top
marginal rate of 35% to a flat rate of 21%, limitation of the tax deduction for interest expense to 30% of adjusted earnings (except for certain small businesses), limitation of the deduction for net operating losses to 80% of current year taxable
income in respect of net operating losses generated during or after 2018 and elimination of net operating loss carrybacks, one time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, immediate deductions for
certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits. Any federal net operating loss arising in taxable years beginning after December 31, 2017 will be
carried forward indefinitely pursuant to the Tax Act.
We continue to examine the impact the Tax Act may have on our business.
Notwithstanding the reduction in the federal corporate income tax rate, the overall impact of the Tax Act is uncertain and our business and financial condition could be adversely affected. This prospectus supplement and the accompanying prospectus
do not discuss the Tax Act or the manner in which it might affect us. We urge our shareholders, including purchasers of common stock in this offering, to consult with their legal and tax advisors with respect to the consequences of the Tax Act.
S-16
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are based on our
management’s beliefs and assumptions and on information currently available to us. Discussions containing these forward-looking statements may be found, among other places, in the section titled “Risk Factors” herein and incorporated
herein by reference from our Annual Report on Form
10-K
for the year ended December 31, 2016 and our Quarterly Report on Form
10-Q
for the quarter ended
March 31, 2017. All statements, other than statements of historical facts, are forward-looking statements for purposes of these provisions, including, without limitation, any statements relating to:
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the plans, strategies and objectives of management for future operations;
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proposed new products, services or developments;
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future economic conditions or performance;
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our expectations with respect to the clinical development, commercialization and uses of omadacycline and our other product candidates;
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the therapeutic and commercial potential of our product candidates;
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the timing of regulatory discussions and submissions, and the anticipated timing, scope and outcome of related regulatory actions or guidance;
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our ability to establish and maintain potential new collaborative, partnering or other strategic arrangements for the development and commercialization of our product candidates;
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the anticipated progress of our clinical programs, including whether our ongoing clinical trials will achieve clinically relevant results;
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the timing, scope and anticipated initiation, enrollment and completion of our ongoing and planned clinical trials and any other future clinical trials that we may conduct;
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our ability to obtain and maintain regulatory approvals of our product candidates and any related restrictions, limitations and/or warnings in the label of an approved product candidate;
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our ability to market, commercialize and achieve market acceptance for our product candidates;
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our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others;
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our estimates regarding the sufficiency of our cash resources, expenses, capital requirements and needs for additional financing, and our ability to obtain additional financing;
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our projected financial performance; and
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our intended use of the net proceeds from offerings of our securities under this prospectus supplement and the accompanying prospectus.
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In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions. These
statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, time frames or achievements to be materially different from the information expressed or implied by these
forward-looking statements. While we believe that we have a reasonable basis for each forward-looking statement, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the
future, about which we cannot be certain. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements.
S-17
In addition, statements that “we believe” and similar statements reflect our beliefs
and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus supplement, and while we believe such information forms a reasonable basis for such statements, such information may
be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain and investors are cautioned not to
unduly rely upon these statements.
You should carefully read this prospectus supplement, the accompanying prospectus and any free writing
prospectus we authorize for use in connection with a specific offering, together with the information incorporated herein by reference, as described in the section titled “Incorporation of Certain Information by Reference,” completely and
with the understanding that our actual future results may be materially different from what we expect. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they
will have on our business, results of operations and financial condition. We hereby qualify all of our forward-looking statements by these cautionary statements.
Also, these forward-looking statements represent our estimates and assumptions only as of the date of this prospectus supplement. Except as
required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes
available in the future.
S-18
USE OF PROCEEDS
We estimate that the net proceeds to us in this offering will be approximately
$ million, or approximately $ million if the underwriter exercises in full its option to purchase
additional shares, in each case after deducting estimated offering expenses payable by us.
As of September 30, 2017, we had cash,
cash equivalents and marketable securities of $163.4 million. We intend to use the net proceeds from this offering and our capital resources to partially fund our ongoing and future clinical studies of omadacycline, to fund commercial launch
readiness, and for working capital and other general corporate purposes.
This expected use of our net proceeds from this offering
represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly depending on
numerous factors, including the progress of our development, the status of and results from clinical studies, as well as any collaboration that we may enter into with third parties for our product candidates, and any unforeseen cash needs. As a
result, we may find it necessary or advisable to use the net proceeds from this offering for other purposes and our management will retain broad discretion over the allocation of the net proceeds from this offering.
Although it is difficult to predict our liquidity requirements, based upon our current operating plan we anticipate that the net proceeds of
this offering, together with our existing capital resources, including the $10.0 million drawdown on the Hercules Term Loan and the $5.0 million milestone payment earned upon the FDA’s acceptance of Allergan’s NDA for
Seysara™ (sarecycline), as well as future anticipated regulatory and commercial milestone payments from our collaborations with Allergan and Zai Lab (Shanghai) Co., Ltd., projected extension of our interest-only period for the Hercules Term
Loan, and estimated omadacycline product sales will enable us to fund our operating expenses and capital expenditure requirements into late 2019.
Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments,
including short-term, investment-grade, interest-bearing instruments and U.S. government securities.
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DILUTION
If you invest in our common stock in this offering, your ownership interest will be diluted immediately to the extent of the difference
between the public offering price per share you will pay in this offering and the pro forma as adjusted net tangible book value per share of our common stock after this offering. Our historical net tangible book value as of September 30, 2017
was $98.8 million, or $3.54 per share of common stock. Historical net tangible book value per share represents the amount of our total tangible assets less total liabilities, divided by the number of shares of our common stock outstanding on
September 30, 2017.
After giving effect to (i) the sale of 124,283 shares of our common stock pursuant to our
“at-the-market”
offering program since September 30, 2017 and (ii) the issuance and sale of 2,816,901 shares of our common stock in this offering, based on
an assumed public offering price of $17.75 per share, the last reported sale price of our common stock on The Nasdaq Global Market on January 16, 2018 and after deducting estimated offering expenses payable by us, our pro forma as adjusted net
tangible book value as of September 30, 2017 would have been $151.0 million, or $4.90 per share. This represents an immediate increase of $1.36 in the pro forma as adjusted net tangible book value per share to existing stockholders and
immediate dilution of $12.85 in the pro forma as adjusted net tangible book value per share to new investors purchasing common stock in this offering. Dilution per share to new investors is determined by subtracting pro forma as adjusted net
tangible book value per share after this offering from the public offering price per share paid by new investors. The following table illustrates this per share dilution to the new investors purchasing shares of common stock in this offering without
giving effect to any exercise by the underwriter of its option to purchase additional shares:
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Assumed public offering price per share
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$
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17.75
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Net tangible book value per share as of September 30, 2017
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$
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3.54
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Income per share attributable to sales under
“at-the-market”
offering program
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$
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0.07
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Increase per share attributable to sale of shares of common stock in this offering
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$
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1.29
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Pro forma as adjusted net tangible book value per share after this offering
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$
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4.90
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Dilution per share to new investors in this offering
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$
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12.85
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If the underwriter exercises in full its option to purchase 422,535 additional shares, based on an
assumed public offering price of $17.75 per share, the last reported sale price of our common stock on The Nasdaq Global Market on January 16, 2018, the pro forma as adjusted net tangible book value will increase to $5.07 per share,
representing an immediate increase to existing stockholders of $1.53 per share and an immediate dilution of $12.68 per share to new investors.
Future issuances of common stock or common stock-related securities, together with the outstanding options, restricted stock units or
warrants, including the warrants issued to Hercules Technology II, L.P. and Hercules Technology III, L.P., or future sales are made pursuant to the 2017 Sales Agreement with Cantor, will result in further dilution.
The information discussed above is illustrative only and will adjust based on the actual public offering price and other terms of this
offering determined at pricing.
The number of shares of our common stock to be outstanding after this offering is based on 27,892,040
shares of our common stock outstanding as of September 30, 2017 and excludes:
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3,575,633 shares of common stock issuable upon the exercise of stock options outstanding as of September 30, 2017, with a weighted average exercise price of $16.96 per share;
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1,186,503 shares of common stock subject to restricted stock units outstanding as of September 30, 2017;
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84,828 shares of common stock issuable upon the exercise of warrants outstanding as of September 30, 2017, with a weighted exercise price of $16.82 per share;
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688 shares of common stock available for future issuance under our equity incentive plans as of September 30, 2017;
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412,167 shares of common stock available for future issuance under our inducement plans as of September 30, 2017; and
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36,539 shares of common stock available for future issuance under our employee stock purchase plan as of September 30, 2017.
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Subsequent to September 30, 2017, and through the date of this prospectus supplement:
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we offered and sold 124,283 shares of common stock pursuant to our
“at-the-market”
offering program;
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we granted stock options to purchase 57,600 shares of common stock, with a weighted-average exercise price of $19.91 per share, under our equity incentive plans and our inducement plans;
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we granted 47,400 shares of common stock subject to restricted stock units under our equity incentive plans and our inducement plans;
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we reserved an additional 1,397,050 shares of common stock under our equity incentive plans; and
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we cancelled stock options to purchase 64,326 shares of common stock under our equity incentive plans and our inducement plans.
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Unless otherwise indicated, all information in this prospectus supplement assumes:
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no exercise by the underwriter of its option to purchase additional shares of common stock; and
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no exercise of outstanding stock options, restricted stock units and warrants.
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MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX
CONSIDERATIONS FOR
NON-U.S.
HOLDERS OF OUR COMMON STOCK
The following is a summary of the material U.S. federal income and estate tax considerations applicable to
non-U.S.
holders with respect to their ownership and disposition of shares of our common stock issued pursuant to this offering. All prospective
non-U.S.
holders of our
common stock should consult their tax advisors with respect to the U.S. federal, state, local and
non-U.S.
tax consequences of the purchase, ownership and disposition of our common stock. For purposes of this
discussion, a
non-U.S.
holder means a beneficial owner of our common stock (other than a partnership or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) that is not, for
U.S. federal income tax purposes:
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an individual who is a citizen or resident of the United States or any political subdivision thereof;
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a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized in the United States or under the laws of the United States or of any state thereof or the District of
Columbia;
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an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
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a trust if (1) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons have the authority to control all of the trust’s substantial decisions or
(2) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.
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This discussion is based on current provisions of the U.S. Internal Revenue Code of 1986, as amended, which we refer to as the Code, existing
U.S. Treasury Regulations promulgated thereunder, published administrative rulings and judicial decisions, all as in effect as of the date of this prospectus supplement. These laws are subject to change and to differing interpretation, possibly with
retroactive effect. Any change or differing interpretation could alter the tax consequences to
non-U.S.
holders described in this prospectus.
We assume in this discussion that a
non-U.S.
holder holds shares of our common stock as a capital
asset within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income and estate taxation that may be relevant to a particular
non-U.S.
holder in light of that
non-U.S.
holder’s individual circumstances, nor does it address any aspects of U.S. state, local or
non-U.S.
taxes. This discussion also does not consider any specific facts or circumstances that may apply to a
non-U.S.
holder and does not address the special tax rules
applicable to particular
non-U.S.
holders, such as corporations that accumulate earnings to avoid U.S. federal income tax,
tax-exempt
organizations, S corporations,
regulated investment companies, banks, financial institutions, insurance companies, real estate investment trusts, pension plans, brokers, dealers or traders in securities, commodities or currencies, holders who have elected to mark securities to
market,
tax-qualified
retirement plans, holders subject to the alternative minimum tax or the Medicare contribution tax, holders who hold or receive our common stock pursuant to the exercise of employee stock
options or otherwise as compensation, holders holding our common stock as part of a hedge, straddle or other risk reduction strategy, conversion transaction, synthetic security or other integrated investment, holders deemed to sell our common stock
under the constructive sale provisions of the Code, controlled foreign corporations, passive foreign investment companies and certain former U.S. citizens or long-term residents.
In addition, this discussion does not address the tax treatment of partnerships (or entities or arrangements that are treated as partnerships
for U.S. federal income tax purposes) or persons that hold their common stock through such partnerships. If a partnership, including any entity or arrangement treated as a partnership for U.S. federal income tax purposes, holds shares of our common
stock, the U.S. federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Such partners and partnerships should consult their tax advisors regarding the
tax consequences of the purchase, ownership and disposition of our common stock.
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There can be no assurance that the Internal Revenue Service, which we refer to as the IRS, will
not challenge one or more of the tax consequences described herein, and we have not obtained, nor do we intend to obtain, a ruling with respect to the U.S. federal income or estate tax consequences to a
non-U.S.
holder of the purchase, ownership or disposition of our common stock.
THIS DISCUSSION IS
FOR GENERAL INFORMATION ONLY AND IS NOT INTENDED TO BE TAX ADVICE.
NON-U.S.
HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME AND ESTATE TAXATION, STATE, LOCAL AND
NON-U.S.
TAXATION AND OTHER TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK.
Distributions on Our Common Stock
Distributions, if any, on our common stock generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our
current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated as a
tax-free
return of the
non-U.S.
holder’s investment, up to such holder’s adjusted tax basis in the common stock, but not below zero. Any remaining excess will
be treated as capital gain from the sale or exchange of such common stock, subject to the tax treatment described below in “Gain on Sale, Exchange or Other Disposition of Our Common Stock.” Distributions, if any, on our common stock
generally will also be subject to the discussion below under the heading “FATCA.”
Dividends paid to a
non-U.S.
holder will generally be subject to withholding of U.S. federal income tax at a 30% rate of the gross amount of the dividends, or such lower rate as may be specified by an applicable income tax treaty
between the United States and such holder’s country of residence.
Dividends that are treated as effectively connected with a trade
or business conducted by a
non-U.S.
holder within the United States and, if an applicable income tax treaty so provides, that are attributable to a permanent establishment or a fixed base maintained by the
non-U.S.
holder within the United States, are generally exempt from the 30% withholding tax if the
non-U.S.
holder satisfies applicable certification and disclosure
requirements. To claim the exemption, the
non-U.S.
holder must furnish to us or our paying agent a valid IRS Form
W-8ECI
(or successor form), certifying that the
dividends are effectively connected with the
non-U.S.
holder’s conduct of a trade or business within the United States. However, such U.S. effectively connected income, net of specified deductions and
credits, is taxed at the same graduated U.S. federal income tax rates applicable to U.S. persons (as defined in the Code). Any U.S. effectively connected income received by a
non-U.S.
holder that is a
corporation may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder’s
country of residence.
A
non-U.S.
holder of our common stock who claims the benefit of an
applicable income tax treaty between the United States and such holder’s country of residence generally will be required to provide a properly executed IRS Form
W-8BEN
or
W-8BEN-E
(or successor form) and satisfy applicable certification and other requirements.
Non-U.S.
holders are urged to consult their tax advisors regarding their
entitlement to benefits under a relevant income tax treaty.
The certification requirement described above must be provided to us or the
applicable withholding agent prior to the payment of dividends and may be required to be updated periodically. The certification also may require a
non-U.S.
holder that provides an IRS form or that claims
treaty benefits to provide its U.S. taxpayer identification number. Special certification and other requirements apply in the case of certain
non-U.S.
holders that hold shares of our common stock through
intermediaries or are pass-through entities for U.S. federal income tax purposes.
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A
non-U.S.
holder that is eligible for a reduced rate of
U.S. withholding tax under an income tax treaty may obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.
If at the time a distribution is made we are not able to determine whether or not it will be treated as a dividend for U.S. federal income tax
purposes (as opposed to being treated as a return of capital or capital gain), we or a financial intermediary may withhold tax on all or a portion of such distribution at the rate applicable to dividends. However, a
non-U.S.
holder may obtain a refund of any excess withholding by timely filing an appropriate claim for refund with the IRS.
Gain on Sale, Exchange or Other Disposition of Our Common Stock
Subject to the discussion below regarding “Backup Withholding
and Information Reporting” and “FATCA,” in
general, a
non-U.S.
holder will not be subject to any U.S. federal income tax on any gain realized upon such holder’s sale, exchange or other disposition of shares of our common stock (including a
redemption, but only if the redemption would be treated as a sale or exchange rather than as a distribution for U.S. federal income tax purposes) unless:
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the gain is effectively connected with a U.S. trade or business of the
non-U.S.
holder and, if an applicable income tax treaty so provides, is attributable to a permanent
establishment or a fixed base maintained in the United States by such
non-U.S.
holder, in which case the
non-U.S.
holder generally will be taxed at the graduated U.S.
federal income tax rates applicable to U.S. persons (as defined in the Code) and, if the
non-U.S.
holder is a foreign corporation, the branch profits tax described above in “Distributions on Our Common
Stock” also may apply;
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the
non-U.S.
holder is a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions
are met, in which case the
non-U.S.
holder will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on the net gain derived from
the disposition, which may be offset by U.S. source capital losses of the
non-U.S.
holder, if any (even though the individual is not considered a resident of the United States), provided the
non-U.S.
holder has timely filed U.S. federal income tax returns with respect to such losses; or
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our common stock constitutes a U.S. real property interest because we are, or have been, at any time during the five-year period preceding such disposition (or the
non-U.S.
holder’s holding period, if shorter) a “U.S. real property holding corporation.” Generally, a corporation is a U.S. real property holding corporation only if the fair market value of its U.S. real property interests (as defined in the
Code) equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. Although there can be no assurance, we do not believe that we are, or have
been, a U.S. real property holding corporation, or that we are likely to become one in the future. Even if we are or become a U.S. real property holding corporation, provided that our common stock is regularly traded on an established securities
market (within the meaning of Section 897(c)(3) of the Code), our common stock will be treated as a U.S. real property interest only with respect to a
non-U.S.
holder that holds or is deemed to hold more
than 5% of our outstanding common stock, (directly, indirectly, or constructively), during the shorter of the
5-year
period ending on the date of the disposition or the period that the
non-U.S.
holder held our common stock. In such case, such
non-U.S.
holder generally will be taxed on its net gain derived from the disposition at the graduated U.S. federal
income tax rates applicable to U.S. persons (as defined in the Code). No assurance can be provided that our common stock will continue to be regularly traded on an established securities market for purposes of the rules described above.
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Backup Withholding and Information Reporting
We must report annually to the IRS and to each
non-U.S.
holder the gross amount of the dividends on our
common stock paid to such holder and the tax withheld, if any, with respect to such dividends, regardless of
S-24
whether withholding was required.
Non-U.S.
holders will have to comply with specific certification procedures to establish that the holder is not a U.S.
person (as defined in the Code), or otherwise establish an exemption, in order to avoid backup withholding at the then applicable rate with respect to dividends on our common stock. Dividends paid to
non-U.S.
holders subject to the U.S. withholding tax, as described above in “Distributions on Our Common Stock,” generally will be exempt from U.S. backup withholding.
Information reporting and backup withholding will generally apply to the proceeds of a disposition of our common stock by a
non-U.S.
holder effected by or through the U.S. office of any broker, U.S. or foreign, unless the holder certifies its status as a
non-U.S.
holder and satisfies certain other
requirements, or otherwise establishes an exemption. Generally, information reporting and backup withholding will not apply to a payment of disposition proceeds to a
non-U.S.
holder where the transaction is
effected outside the United States through a
non-U.S.
office of a broker. However, for information reporting purposes, dispositions effected through a
non-U.S.
office of
a broker with substantial U.S. ownership or operations generally will be treated in a manner similar to dispositions effected through a U.S. office of a broker.
Non-U.S.
holders should consult their tax
advisors regarding the application of the information reporting and backup withholding rules to them.
Copies of information returns may
be made available to the tax authorities of the country in which the
non-U.S.
holder resides or is incorporated under the provisions of a specific treaty or agreement.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a
non-U.S.
holder may be allowed as a credit against the
non-U.S.
holder’s U.S. federal income tax liability, if any, and may entitle such holder to a refund, provided that
the required information is timely furnished to the IRS.
FATCA
Pursuant to Sections 1471 through 1474 of the Code (“FATCA”), we may be required to withhold U.S. federal tax at the rate of 30% on
payments of dividends and, beginning on January 1, 2019, gross proceeds from a sale or other taxable disposition (including a retirement or redemption) of our common stock made to
non-U.S.
financial
institutions and certain other
non-U.S.
nonfinancial entities (whether such financial institutions or nonfinancial entities are beneficial owners or intermediaries) unless they satisfy certain due diligence
and information reporting requirements. An intergovernmental agreement between the United States and the
non-U.S.
holder’s jurisdiction may modify these requirements. Prospective holders of the notes are
encouraged to consult with their own tax advisors regarding the possible implications of this legislation on their investment in the notes.
U.S.
Federal Estate Tax
Shares of our common stock that are owned or treated as owned at the time of death by an individual who is not a
citizen or resident of the United States, as specifically defined for U.S. federal estate tax purposes, are considered U.S. assets and will be included in the individual’s gross estate for U.S. federal estate tax purposes. Such shares,
therefore, may be subject to U.S. federal estate tax, unless an applicable estate tax or other treaty provides otherwise.
EACH
PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE AND LOCAL AND
NON-U.S.
TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR COMMON STOCK, INCLUDING
THE CONSEQUENCES OF ANY RECENTLY ENACTED CHANGES IN APPLICABLE LAWS.
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UNDERWRITING
Subject to the terms and conditions set forth in the underwriting agreement between us and BTIG, LLC, as underwriter, we have agreed to sell
to the underwriter, and the underwriter has agreed to purchase from us shares of our common stock.
Commission and Expenses
The underwriter
has agreed to purchase the shares of common stock from us at a price of $ per share, which will result in approximately
$ of proceeds to us, before deducting estimated offering expenses payable by us. The underwriter proposes to offer the shares of common stock from time to time for sale in one or
more transactions on Nasdaq, in the
over-the-counter
market, through negotiated transactions or otherwise, at market prices prevailing at the time of sale, at prices
related to prevailing market prices or at negotiated prices, subject to receipt and acceptance by it and subject to its right to reject any order in whole or in part. The difference between the price at which the underwriter purchases shares and the
price at which the underwriter resells such shares may be deemed underwriting compensation. The underwriter may effect such transactions by selling shares of common stock to or through dealers, and as such dealers may receive compensation in the
form of discounts, concessions or commission from the underwriter and/or purchases of shares of common stock for whom they may act as agents or to who they may sell as principal.
We estimate expenses payable by us in connection with this offering will be approximately $250,000.
Listing
Our common stock is listed on
The Nasdaq Global Market under the trading symbol “PRTK”.
Option to Purchase Additional Shares
We have granted the underwriter an option for 30 days from the date of this prospectus supplement to purchase up
to additional shares of our common stock.
No Sales of Similar Securities
We, our officers and directors and certain affiliates of our directors, have agreed, subject to certain specified exceptions, not to
directly or indirectly, for a period of 75 days after the date of the underwriting agreement:
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offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of
our common stock or any securities convertible into or exercisable or exchangeable for our common stock or file any registration statement under the Securities Act with respect to any of the foregoing;
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enter into any swap or any other agreement or any transaction that transfers, in whole or in part, the economic consequence of ownership of our common stock; or
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publicly announce an intention to do any of the foregoing for a period of 75 days after the date of this prospectus supplement without the prior written consent of BTIG, LLC.
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In addition, we and each such person agrees that, without the prior written consent of BTIG, LLC, we or such other person will not, during the
restricted period, make any demand for, or exercise any right with respect to, the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock.
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The restrictions in the immediately preceding paragraph do not apply in certain circumstances,
including, without limitation:
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the registration of the offer and sale of common stock in this offering,
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issuances of common stock upon the exercise of options or warrants or the conversion of a security outstanding as of the date of the underwriting agreement and described in the prospectus,
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issuances of common stock or grant of awards pursuant to existing equity incentive plans described in the prospectus,
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the adoption of a new equity incentive plan and issuances of securities pursuant to such plan,
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the filing by us of any registration statement on Form
S-8
or a successor form thereto, and
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the sale of shares of common stock pursuant to
10b5-1
plans established prior to the date of the underwriting agreement, subject to certain conditions.
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During the restricted period, we estimate that approximately 70,000 shares of our common stock may be sold by our officers and directors
pursuant to
10b5-1
trading plans established prior to the date of the underwriting agreement predominantly in connection with taxes incurred for vesting events of securities outstanding as of the date of the
underwriting agreement and described in the prospectus.
BTIG, LLC may, in its sole discretion and at any time or from time to time before
the termination of the 75-day period, release all or any portion of the securities subject to
lock-up
agreements. There are no existing agreements between the underwriter and any of our shareholders who will
execute a
lock-up
agreement, providing consent to the sale of shares prior to the expiration of the
lock-up
period.
Market Making, Stabilization and Other Transactions
The underwriter may make a market in the common stock as permitted by applicable laws and regulations. However, the underwriter is not
obligated to do so, and the underwriter may discontinue any market-making activities at any time without notice in its sole discretion. Accordingly, no assurance can be given as to the liquidity of the trading market for the common stock, that you
will be able to sell any of the common stock held by you at a particular time or that the prices that you receive when you sell will be favorable.
The underwriter has advised us that it, pursuant to Regulation M under the Securities Exchange Act of 1934, as amended, and certain persons
participating in the offering, may engage in short sale transactions, stabilizing transactions, syndicate covering transactions or the imposition of penalty bids in connection with this offering. These activities may have the effect of stabilizing
or maintaining the market price of the common stock at a level above that which might otherwise prevail in the open market. Establishing short sales positions may involve either “covered” short sales or “naked” short sales.
“Covered” short sales are sales made in an amount not greater than the underwriter’s option to purchase additional shares of
our common stock in this offering. The underwriter may close out any covered short position by either exercising its option to purchase additional shares of our common stock or purchasing shares of our common stock in the open market. In determining
the source of shares to close out the covered short position, the underwriter will consider, among other things, the price of shares of common stock available for purchase in the open market as compared to the price at which it may purchase shares
through the option to purchase additional shares.
“Naked” short sales are sales in excess of the option to purchase additional
shares of our common stock. The underwriter must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriter is concerned that there may be downward pressure on
the price of the shares of our common stock in the open market after pricing that could adversely affect investors who purchase in this offering.
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A stabilizing bid is a bid for the purchase of shares of common stock on behalf of the
underwriter for the purpose of fixing or maintaining the price of the common stock. A syndicate covering transaction is the bid for or the purchase of shares of common stock on behalf of the underwriter to reduce a short position incurred by the
underwriter in connection with the offering. Similar to other purchase transactions, the underwriter’s purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing
or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. A penalty bid is an arrangement permitting the underwriter to
reclaim the selling concession otherwise accruing to a syndicate member in connection with the offering if the common stock originally sold by such syndicate member are purchased in a syndicate covering transaction and therefore have not been
effectively placed by such syndicate member.
Neither we, nor the underwriter, make any representation or prediction as to the direction
or magnitude of any effect that the transactions described above may have on the price of our common stock. The underwriter is not obligated to engage in these activities and, if commenced, may end any of these activities at any time.
Passive Market Making
The underwriter
may also engage in passive market-making transactions in our common stock on The Nasdaq Global Market in accordance with Rule 103 of Regulation M during a period before the commencement of offers or sales of shares of our common stock in this
offering and extending through the completion of distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive
market maker’s bid, that bid must then be lowered when specified purchase limits are exceeded. Passive market making may cause the price of our common stock to be higher than the price that otherwise would exist in the open market in the
absence of those transactions. The underwriter is not required to engage in passive market making and, if commenced, may end passive market making activities at any time.
Electronic Distribution
A prospectus in
electronic format may be made available by
e-mail
or on the web sites or through online services maintained by the underwriter, selling group members (if any) or their affiliates. The underwriter may agree
with us to allocate a specific number of shares of common stock for sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriter on the same basis as other allocations. Other than the
prospectus in electronic format, the information on the underwriter’s web site and any information contained in any other web site maintained by any of the underwriter is not part of this prospectus supplement or the accompanying prospectus,
has not been approved and/or endorsed by us or the underwriter and should not be relied upon by investors.
Other Activities and Relationships
The underwriter and certain of its respective affiliates are full service financial institutions engaged in a wide range of activities for
their own accounts and the accounts of customers, which may include, among other things, corporate finance, mergers and acquisitions, merchant banking, equity and fixed income sales, trading and research, derivatives, foreign exchange, futures,
asset management, custody, clearance and securities lending. The underwriter and certain of its affiliates have, from time to time, performed, and may in the future perform, various investment banking and financial advisory services for us and our
affiliates, for which they received or will receive customary fees and expenses.
In addition, in the ordinary course of their various
business activities, the underwriter and certain of its respective affiliates may, directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to debt or equity securities and/or bank debt of,
and/or derivative products. Such
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investment and securities activities may involve our securities and instruments. The underwriter and certain of its respective affiliates may also make investment recommendations or publish or
express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.
Stamp Taxes
If you purchase shares of
common stock offered in this prospectus supplement, you may be required to pay stamp taxes and other charges under the laws and practices of the country of purchase, in addition to the offering price listed on the cover page of this prospectus
supplement.
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LEGAL MATTERS
The validity of the shares of common stock offered hereby will be passed upon for us by Ropes & Gray LLP, Boston, Massachusetts. The
underwriter is being represented by Cooley LLP, Palo Alto, California.
EXPERTS
The consolidated financial statements of Paratek Pharmaceuticals, Inc. appearing in Paratek Pharmaceuticals, Inc.’s Annual Report (Form
10-K)
for the year ended December 31, 2016 and the effectiveness of Paratek Pharmaceuticals, Inc.’s internal control over financial reporting as of December 31, 2016, have been audited by
Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon included therein, and incorporated herein by reference. Such consolidated financial statements have been incorporated herein by
reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
The consolidated
financial statements of Paratek Pharmaceuticals, Inc. as of December 31, 2015 and for each of the two years in the period ended December 31, 2015, incorporated by reference herein, have been audited by CohnReznick LLP, an independent
registered public accounting firm, as stated in its report which is incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the report of such firm given upon its authority as experts in accounting and
auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the
public over the Internet at the SEC’s website at http://www.sec.gov. Copies of certain information filed by us with the SEC are also available on our website at http://www.paratekpharma.com. Our website is not a part of this prospectus
supplement and is not incorporated by reference in this prospectus supplement. You may also read and copy any document we file at the SEC’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330
for further information on the operation of the Public Reference Room.
This prospectus supplement is part of a registration statement that we filed with the SEC. The registration statement contains more
information than this prospectus supplement and the accompanying prospectus regarding us and the securities offered hereby, including certain exhibits and schedules. You can obtain a copy of the registration statement from the SEC at the address
listed above or from the SEC’s internet site.
S-30
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” into this prospectus supplement the information we file with it, which means that we
can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement, and information in documents that we later file with the SEC will
automatically update and supersede information in this prospectus supplement. We incorporate by reference into this prospectus supplement the documents listed below and any future filings made by us with the SEC under Section 13(a), 13(c), 14
or 15(d) of the Exchange Act, except for information “furnished” under Items 2.02, 7.01 or 9.01 on Form
8-K
or other information “furnished” to the SEC which is not deemed filed and not
incorporated in this prospectus supplement, until the termination of the offering of securities described in this prospectus supplement. We hereby incorporate by reference the following documents:
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our Annual Report on Form
10-K,
for the year ended December 31, 2016, filed with the SEC on March 2, 2017 (as amended by Amendment No. 1 on Form
10-K/A,
filed with the SEC on May 5, 2017);
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the information contained in our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 21, 2017, to the extent incorporated by reference in Part III of our Annual Report on Form
10-K
for the year ended December 31, 2016;
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our Quarterly Reports on Form
10-Q,
filed with the SEC on May 4, 2017, August 2, 2017 (as amended by Amendment No. 1 on Form
10-Q/A,
filed with the SEC on November 6, 2017) and November 8, 2017;
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our Current Reports on Form
8-K,
filed with the SEC on January 4, 2017, February 8, 2017, April 3, 2017, April 24, 2017, June 16, 2017, June 29, 2017
and August 4, 2017; and
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the description of our common stock contained in Item 1 of Form
8-A
filed with the SEC on September 13, 2013 (File
No. 001-36066),
including any amendment or report filed for the purpose of updating such description.
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We will furnish without charge to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral
request, a copy of any or all of the documents incorporated by reference into this prospectus supplement but not delivered with the prospectus, including exhibits that are specifically incorporated by reference into such documents. You should direct
any requests for documents to:
Paratek Pharmaceuticals, Inc.
Attn: Chief Financial Officer
75
Park Plaza
Boston, MA 02116
(617)
807-6600
S-31
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-207441
Prospectus
$100,000,000
Common Stock
Preferred
Stock
Debt Securities
Warrants
From time to
time, we may offer and sell up to an aggregate amount of $100,000,000 any combination of the securities described in this prospectus, either individually or in combination. We may also offer common stock or preferred stock upon conversion of debt
securities, common stock upon conversion of preferred stock, or common stock, preferred stock or debt securities upon the exercise of warrants.
We will provide the specific terms of these offerings and securities in one or more supplements to this prospectus. We may also authorize one
or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should
carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before buying any of the securities being offered.
Our common stock is listed on the NASDAQ Global Market under the trading symbol “PRTK.” On October 29, 2015, the last reported
sale price of our common stock was $18.51 per share. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, on the NASDAQ Global Market or other securities exchange of the securities covered by
the applicable prospectus supplement.
Investing in our securities involves a high degree of risk. Before making an investment decision, you should review carefully the risks
described under the heading “
Risk Factors
” on page 7 of this prospectus and any similar section contained in the applicable prospectus supplement and in any free writing prospectuses we have authorized for use in
connection with a specific offering, and under similar headings in the documents that are incorporated by reference into this prospectus.
This prospectus may not be used to consummate a sale of securities unless accompanied by a prospectus supplement.
The securities may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers,
on a continuous or delayed basis. The supplements to this prospectus will provide the specific terms of the plan of distribution. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being
delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to
receive from such sale will also be set forth in a prospectus supplement.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is October 29, 2015.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, using
a “shelf” registration process. Under this shelf registration statement, we may, from time to time, offer and sell, either individually or in combination, in one or more offerings, up to a total dollar amount of $100,000,000 any
combination of the securities described in this prospectus.
This prospectus provides you with a general description of the securities we
may offer. Each time we offer securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be
provided to you that may contain material information relating to these offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change any of the information
contained in this prospectus or in the documents that we have incorporated by reference into this prospectus. We urge you to read carefully this prospectus, any applicable prospectus supplement and any free writing prospectuses we have authorized
for use in connection with a specific offering, together with the information incorporated herein by reference as described under the heading “Incorporation of Certain Information by Reference,” before buying any of the securities being
offered.
This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.
You should rely only on the information contained in, or incorporated by reference into, this prospectus and any applicable
prospectus supplement, along with the information contained in any free writing prospectuses we have authorized for use in connection with a specific offering. We have not authorized anyone to provide you with different or additional information.
You must not rely upon any information or representation not contained or incorporated by reference in this prospectus, the accompanying prospectus supplement or in any related free writing prospectus that we may authorize to be provided to you.
This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.
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The information appearing in this prospectus, any applicable prospectus supplement or any related
free writing prospectus is accurate only as of the date on the front of the document and any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery
of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.
This prospectus contains and incorporates by reference market data and industry statistics and forecasts that are based on independent
industry publications and other publicly available information. Although we believe that these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information.
Although we are not aware of any misstatements regarding the market and industry data presented in this prospectus and the documents incorporated herein by reference, these estimates involve risks and uncertainties and are subject to change based on
various factors, including those discussed under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated
by reference into this prospectus. Accordingly, investors should not place undue reliance on this information.
This prospectus contains
summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some
of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below
under the section entitled “Where You Can Find Additional Information.”
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PROSPECTUS SUMMARY
This summary highlights selected information appearing elsewhere in this prospectus or incorporated by reference in this prospectus, and
does not contain all of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement and any related free writing prospectus, including the risks
of investing in our securities discussed under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by
reference into this prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part.
Paratek Pharmaceuticals, Inc.
Overview
We are a biopharmaceutical
company focused on the development and commercialization of innovative therapeutics based upon tetracycline chemistry. We have used our expertise in biology and tetracycline chemistry to create chemically diverse and biologically distinct small
molecules derived from the aminocycline core structure. Our two phase 3 product candidates are the antibacterials omadacycline and sarecycline.
Omadacycline
Omadacycline entered
Phase 3 clinical development in June 2015. Omadacycline is the first in a new class of aminomethycycline antibiotics. Omadacycline is a broad-spectrum antibiotic being developed for potential use as a monotherapy antibiotic for serious
community-acquired bacterial infections where antibiotic resistance is of concern. We believe omadacycline, if approved, will be used in the emergency room, hospital and community care settings. We have designed omadacycline to provide potential
advantages over existing antibiotics, including activity against resistant bacteria, broad spectrum antibacterial activity, IV and oral formulations with once-daily dosing, no known drug interactions, and a favorable safety and tolerability profile.
We believe that omadacycline has the potential to become the primary antibiotic choice of physicians for use as a monotherapy antibiotic for acute bacterial skin and skin structure infections, or ABSSSI, community-acquired bacterial pneumonia, or
CABP, urinary tract infections, UTI, and other serious community-acquired bacterial infections, where resistance is of concern. We plan to initiate Phase 1 clinical studies in UTI and sinusitis in the first half of 2016.
We currently have agreement with the U.S. Food and Drug Administration, or FDA, on the design of the Phase 3 studies for ABSSSI and CABP
through the Special Protocol Assessment, or SPA, process. In addition, the FDA has confirmed that positive data from the single pivotal Phase 3 studies for ABSSSI and CABP would be sufficient to support approval of omadacycline in the United
States. Recent scientific advice received through the centralized procedure in Europe confirmed agreement on the design and choice of comparators of the Phase 3 trials for ABSSSI and CABP and noted that approval based on a single study in each
indication could only be determined once the data from the studies were available but would be subject to a more stringent standards than programs that conduct two studies per indication. The feedback we have received from the European Medicines
Agency, or EMA, is in line with our expectations and will be considered as we prepare the data package for the proposed EMA omadacycline filing.
Sarecycline
Our second
antibacterial product candidate that is currently also in Phase 3 clinical development, sarecycline, previously known as WC3035, is a new, once-daily, oral only, tetracycline-derived compound designed for use in the treatment of acne and rosacea. We
believe that, based upon the data generated to-date,
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sarecycline possesses favorable anti-inflammatory activity, plus narrow-spectrum antibacterial activity relative to other tetracycline-derived molecules, does not cross the blood-brain barrier,
and favorable pharmacokinetic, or PK, properties that we believe make it particularly well-suited for the treatment of inflammatory acne in the community setting. We have exclusively licensed U.S. development and commercialization rights to
sarecycline for the treatment of acne to Allergan plc, or Allergan, while retaining rights in the rest of the world. Allergan has informed us that sarecycline entered Phase 3 clinical trials in December 2014 for acne vulgaris. We have also granted
Allergan an exclusive license to develop and commercialize sarecycline for the treatment of rosacea in the United States which converted to a non-exclusive license in December 2014 after Allergan did not exercise its development option with respect
to rosacea. There are currently no clinical trials with sarecycline in rosacea underway.
The following table summarizes the primary
therapeutic applications for our two Phase 3 ready product candidates:
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Updated SPA agreements were received from the FDA for ABSSSI and CABP in November 2013 and we received confirmation from the FDA in April 2015 that our protocols, as submitted, continue to be covered by the SPA
agreements. QIDP status for IV and oral formulations has been received in all three indications.
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UTI program being developed. QIDP status has been received in cUTI.
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We retain rights to sarecycline outside of the United States. Up to $17 million in regulatory milestones and mid-single digits to the low double digits royalties may be earned by us from Actavis on U.S. net sales.
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Risks Associated with our Business
Our business is subject to numerous risks. You should read these risks before you invest in our common stock. In particular, our risks include,
but are not limited to, the following:
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We will need additional capital in the future to sufficiently fund our operations, research and clinical trials;
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We have incurred significant losses since our inception, we anticipate that we will continue to incur significant losses for the foreseeable future, and we may never achieve or maintain profitability;
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We depend on the success of our lead product candidate, omadacycline, and sarecycline, which are still under clinical development, and we may not obtain regulatory approval or successfully commercialize either of these
product candidates;
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Our product candidates may cause adverse effects or have other properties that could delay or prevent their regulatory approval or limit the scope of any approved label or market acceptance;
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We rely on third-party manufacturers to produce our preclinical and clinical drug supplies, and we intend to rely on third parties to produce commercial supplies of any approved product candidates;
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If we are unable to obtain or protect intellectual property rights related to our products and product candidates, we may not be able to compete effectively in our market; and
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Our stock price may be volatile, and our stockholders’ investment in our stock could decline in value.
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Corporate Information
Merger of Novacea, Inc. and
Transcept Pharmaceuticals, Inc.
We are a Delaware corporation that was incorporated in February 2001 as D-Novo Therapeutics, Inc.,
which later changed its corporate name to Novacea, Inc., or Novacea. Novacea previously traded on The NASDAQ Global Market under the ticker symbol “NOVC.” On January 30, 2009, Novacea completed a business combination with
privately-held Transcept Pharmaceuticals, Inc., or Old Transcept, pursuant to which Old Transcept became a wholly-owned subsidiary of Novacea, and the corporate name of Novacea was changed to “Transcept Pharmaceuticals, Inc.,” or
Transcept. In connection with the closing of such transaction, Transcept common stock began trading on The NASDAQ Global Market under the ticker symbol “TSPT” on February 3, 2009.
Merger of Transcept Pharmaceuticals, Inc. and Paratek Pharmaceuticals, Inc.
On October 30, 2014, Transcept completed a business combination with privately-held Paratek Pharmaceuticals, Inc., or Old Paratek, in
accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of June 30, 2014, by and among Transcept, Tigris Merger Sub, Inc., or Merger Sub, Tigris Acquisition Sub, LLC, or Merger LLC, and Old Paratek, or the
Merger Agreement, pursuant to which Merger Sub merged with and into Old Paratek, with Old Paratek surviving as a wholly-owned subsidiary of Transcept, followed by the Merger of Old Paratek with and into Merger LLC, with Merger LLC surviving as a
wholly-owned subsidiary of Transcept (we refer to these mergers together as the Merger). Immediately following the Merger, Transcept changed its name to “Paratek Pharmaceuticals, Inc.”, and Merger LLC changed its name to “Paratek
Pharma, LLC.” In connection with the closing of the Merger, our common stock began trading on The NASDAQ Global Market under the ticker symbol “PRTK” on October 31, 2014.
Our principal executive offices are located at 75 Park Plaza, Boston, MA 02116, and our telephone number is (617) 807-6600.
Paratek qualifies as a “smaller reporting company” and thus has the advantage of not being required to provide the same level of
disclosure as larger public companies.
The Securities We May Offer
We may offer shares of our common stock and preferred stock, various series of debt securities and/or warrants to purchase any of such
securities, either individually or in combination, up to a total dollar amount of $100,000,000, from time to time under this prospectus, together with the applicable prospectus supplement and any related free writing prospectus, at prices and on
terms to be determined by market conditions at the time of any offering. We may also offer common stock, preferred stock and/or debt securities upon the exercise of warrants. This prospectus provides you with a general description of the securities
we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will describe the specific amounts, prices and other important terms of the securities, including, to the extent
applicable:
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designation or classification;
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aggregate principal amount or aggregate offering price;
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maturity date, if applicable;
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original issue discount, if any;
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rates and times of payment of interest or dividends, if any;
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redemption, conversion, exercise, exchange or sinking fund terms, if any;
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conversion or exchange prices or rates, if any, and, if applicable, any provisions for changes to or adjustments in the conversion or exchange prices or rates and in the securities or other property receivable upon
conversion or exchange;
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restrictive covenants, if any;
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voting or other rights, if any; and
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material or special U.S. federal income tax considerations, if any.
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The applicable prospectus
supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change any of the information contained in this prospectus or in the documents we have incorporated by reference. However, no
prospectus supplement or free writing prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of the registration statement of which this prospectus is a part.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
We may sell the securities directly to investors or to or through agents, underwriters or dealers. We and our agents or underwriters, reserve
the right to accept or reject all or part of any proposed purchase of securities. If we do offer securities to or through agents or underwriters, we will include in the applicable prospectus supplement:
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the names of those agents or underwriters;
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applicable fees, discounts and commissions to be paid to them;
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details regarding over-allotment options, if any; and
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the net proceeds to us.
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Common Stock
. We may issue shares of our common stock from
time to time. The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, the
holders of common stock are entitled to receive ratably such dividends as may be declared by our board of directors out of legally available funds. Upon our liquidation, dissolution or winding up, holders of our common stock are entitled to share
ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and no right to convert their common stock into any other
securities. There are no redemption or sinking fund provisions applicable to our common stock. In this prospectus, we have summarized certain general features of the common stock under “Description of Capital Stock — Common
stock.” We urge you, however, to read the applicable prospectus supplement (and any related free writing prospectus that we may authorize to be provided to you) related to any common stock being offered.
Preferred Stock.
We may issue shares of our preferred stock from time to time, in one or more series. Our board of directors will
determine the designations, voting powers, preferences and rights of the preferred stock, as well as the qualifications, limitations or restrictions thereof, including dividend rights, conversion rights,
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preemptive rights, terms of redemption or repurchase, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of any series. Convertible
preferred stock will be convertible into our common stock or exchangeable for other securities. Conversion may be mandatory or at your option and would be at prescribed conversion rates.
If we sell any series of preferred stock under this prospectus, we will fix the designations, voting powers, preferences and rights of the
preferred stock of each series we issue under this prospectus, as well as the qualifications, limitations or restrictions thereof, in the certificate of designation relating to that series. We will file as an exhibit to the registration statement of
which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of any certificate of designation that contains the terms of the series of preferred stock we are offering. In this prospectus, we
have summarized certain general features of the preferred stock under “Description of Capital Stock — Preferred stock.” We urge you, however, to read the applicable prospectus supplement (and any related free writing prospectus that
we may authorize to be provided to you) related to the series of preferred stock being offered, as well as the complete certificate of designation that contains the terms of the applicable series of preferred stock.
Debt Securities.
We may issue debt securities from time to time, in one or more series, as either senior or subordinated debt or as
senior or subordinated convertible debt. The senior debt securities will rank equally with any other unsecured and unsubordinated debt. The subordinated debt securities will be subordinate and junior in right of payment, to the extent and in the
manner described in the instrument governing the debt, to all of our senior indebtedness. Convertible debt securities will be convertible into or exchangeable for our common stock or other securities. Conversion may be mandatory or at your option
and would be at prescribed conversion rates.
Any debt securities issued under this prospectus will be issued under one or more documents
called indentures, which are contracts between us and a national banking association or other eligible party, as trustee. In this prospectus, we have summarized certain general features of the debt securities under “Description of Debt
Securities.” We urge you, however, to read the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series of debt securities being offered, as well as the complete
indentures that contain the terms of the debt securities. We have filed the form of indenture as an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the
terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.
Warrants.
We may issue warrants for the purchase of common stock, preferred stock and/or debt securities in one or more series. We may
issue warrants independently or in combination with common stock, preferred stock and/or debt securities. In this prospectus, we have summarized certain general features of the warrants under “Description of Warrants.” We urge you,
however, to read the applicable prospectus supplement (and any related free writing prospectus that we may authorize to be provided to you) related to the particular series of warrants being offered, as well as any warrant agreements and warrant
certificates that contain the terms of the warrants. We have filed forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants that may be offered as exhibits to the registration statement of which this
prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and warrant
certificate, as applicable, that contain the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants.
Any warrants issued under this prospectus may be evidenced by warrant certificates. Warrants also may be issued under an applicable warrant
agreement that we enter into with a warrant agent. We will indicate the name and address of the warrant agent, if applicable, in the prospectus supplement relating to the particular series of warrants being offered.
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Use of Proceeds
Except as described in any applicable prospectus supplement or in any free writing prospectuses we have authorized for use in connection with a
specific offering, we currently intend to use the net proceeds from the sale of the securities offered by us hereunder, if any, for working capital, capital expenditures and other general corporate purposes. See “Use of Proceeds” in this
prospectus.
NASDAQ Global Market Listing
Our common stock is listed on the NASDAQ Global Market under the symbol “PRTK.” The applicable prospectus supplement will contain
information, where applicable, as to other listings, if any, on the NASDAQ Global Market or other securities exchange of the securities covered by the applicable prospectus supplement.
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RISK FACTORS
Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully
the risks and uncertainties described under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and discussed under the section entitled “Risk Factors” contained
in our most recent Annual Report on Form 10-K and in our most recent Quarterly Report on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus in their
entirety, together with other information in this prospectus, the documents incorporated by reference and any free writing prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the
only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial
performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of
operations or cash flow could be seriously harmed. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. Please also read carefully the section below entitled “Special Note
Regarding Forward-Looking Statements.”
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents we have filed with the SEC that are incorporated by reference contain “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. These statements relate to future events or to our future
operating or financial performance and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements
expressed or implied by the forward-looking statements. Forward-looking statements may include, but are not limited to, statements about:
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our expectations with respect to the clinical development of omadacycline and our other product candidates, our clinical trials and the regulatory approval process;
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statements regarding the steps, timing and costs of our development programs;
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any projections of earnings, revenue, sufficiency of cash resources or other financial items;
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the plans and objectives of management for future operations;
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the availability of additional financing and access to capital;
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the formation of a trading market for our common stock;
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discussions and approvals of regulatory agencies; and
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the period of time for which we will be able to fund our operations.
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In some cases, you can
identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,”
“estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based
on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss in greater detail many of these risks under the heading “Risk
Factors” contained in the applicable prospectus supplement, in any free writing prospectuses we may authorize for use in connection with a specific offering, and in our most recent annual report on Form 10-K and in our most recent quarterly
report on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus in their entirety. Also, these forward-looking statements represent our estimates and
assumptions
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only as of the date of the document containing the applicable statement. Unless required by law, we undertake no obligation to update or revise any forward-looking statements to reflect new
information or future events or developments. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. You should read this prospectus, any applicable
prospectus supplement, together with the documents we have filed with the SEC that are incorporated by reference and any free writing prospectus that we may authorize for use in connection with this offering completely and with the understanding
that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in the foregoing documents by these cautionary statements.
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USE OF PROCEEDS
Except as described in any applicable prospectus supplement or in any free writing prospectuses we have authorized for use in connection with
a specific offering, we currently intend to use the net proceeds from the sale of the securities offered by us hereunder, if any, for working capital, capital expenditures and other general corporate purposes, which may include costs of funding
future acquisitions or for any other purpose we describe in the applicable prospectus supplement.
DESCRIPTION
OF CAPITAL STOCK
General
As of
the date of this prospectus, our authorized capital stock consists of 100,000,000 shares of common stock, $0.001 par value per share, and 5,000,000 shares of preferred stock, $0.001 par value per share.
The following summary description of our capital stock is based on the provisions of our amended and restated certificate of incorporation and
bylaws and the applicable provisions of the Delaware General Corporation Law described below. This information may not be complete in all respects and is qualified entirely by reference to the provisions of our amended and restated certificate of
incorporation and bylaws and the Delaware General Corporation Law. For information on how to obtain copies of our amended and restated certificate of incorporation and bylaws, which are exhibits to the registration statement of which this prospectus
is a part, see “Where You Can Find Additional Information.”
Common Stock
The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. The
holders of our common stock do not have cumulative voting rights in the election of directors. Subject to preferences that may be applicable to any outstanding shares of preferred stock, the holders of our common stock are entitled to receive
ratably such dividends as may be declared by our board of directors out of legally available funds. Upon our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in all assets remaining after payment of
liabilities and the liquidation preferences of any outstanding shares of preferred stock. The holders of our common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or
sinking fund provisions applicable to our common stock.
The rights of the holders of our common stock are subject to, and may be
adversely affected by, the rights of the holders of any preferred stock that we may designate and issue in the future.
Preferred Stock
Our amended and restated certificate of incorporation provides that our board of directors has the authority, without further action by the
stockholders (unless such stockholder action is required by applicable law or NASDAQ rules), to designate and issue up to 5,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included
in each such series, to fix the designations, voting powers, preferences and rights of the shares of each wholly unissued series, and any qualifications, limitations or restrictions thereon, and to increase or decrease the number of shares of any
such series, but not below the number of shares of such series then outstanding. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of
the holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deterring or preventing a
change in control of Paratek or making removal of management more difficult, and may adversely affect the market price of our common stock and the voting and other rights of the holders of our common stock.
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We will fix the designations, voting powers, preferences and rights of the preferred stock of
each series we issue under this prospectus, as well as the qualifications, limitations or restrictions thereof, in the certificate of designation relating to that series. We will file as an exhibit to the registration statement of which this
prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of any certificate of designation that contains the terms of the series of preferred stock we are offering. We will describe in the applicable
prospectus supplement the terms of the series of preferred stock being offered, including, to the extent applicable:
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the title and stated value;
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the number of shares we are offering;
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the liquidation preference per share;
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the dividend rate, period and payment date and method of calculation for dividends;
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whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;
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the procedures for any auction and remarketing, if applicable;
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the provisions for a sinking fund, if applicable;
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the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights;
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any listing of the preferred stock on any securities exchange or market;
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whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price, or how it will be calculated, and the conversion period;
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whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price, or how it will be calculated, and the exchange period;
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voting rights of the preferred stock;
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preemptive rights, if any;
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restrictions on transfer, sale or other assignment;
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whether interests in the preferred stock will be represented by depositary shares;
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a discussion of material United States federal income tax considerations applicable to the preferred stock;
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the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs;
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any limitations on the issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our
affairs; and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock.
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Anti-Takeover Effects of Provisions of Delaware Law and Our Charter Documents
Delaware Takeover Statute
We are
subject to Section 203 of the Delaware General Corporation Law. Section 203 generally prohibits a public Delaware corporation such as us from engaging in a “business combination” with an “interested stockholder” for a
period of three years following the time that the stockholder became an interested stockholder, unless:
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prior to the time the stockholder became an interested stockholder, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an
interested stockholder;
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upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding for purposes of determining the number of shares outstanding (a) shares owned by persons who are directors and also officers and (b) employee stock plans in which employee participants do not have the right
to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
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at or subsequent to the time the stockholder became an interested stockholder, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by
written consent, by the affirmative vote of at least 66
2
⁄
3
% of the outstanding voting stock which is not owned by the interested stockholder.
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Section 203 defines a business combination to include:
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any merger or consolidation involving the corporation and the interested stockholder;
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any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) involving the interested stockholder of 10% or more of the assets of the corporation (or its
majority-owned subsidiary);
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subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
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subject to exceptions, any transaction involving the corporation that has the effect, directly or indirectly, of increasing the proportionate share of the stock or any class or series of the corporation beneficially
owned by the interested stockholder; and
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the receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of such corporation), of any loans, advances, guarantees, pledges or other financial benefits,
other than certain benefits set forth in Section 203, provided by or through the corporation.
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In general,
Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person that is an affiliate or associate of such entity or person.
Charter Documents
Our amended and
restated certificate of incorporation provides for our board of directors to be divided into three classes serving staggered terms. Approximately one-third of our board of directors will be elected each year. The provision for a classified board
could prevent a party who acquires control of a majority of the outstanding voting stock from obtaining control of our board of directors until the second annual stockholders’ meeting following the date the acquirer obtains the controlling
stock interest. Our amended and restated certificate of incorporation provides that directors may be removed with cause by the affirmative vote of the holders of a majority of the voting power of all outstanding stock or without cause by the
affirmative vote of the holders of at least 66
2
⁄
3
% of the voting power of all outstanding stock.
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Our amended and restated certificate of incorporation requires that certain amendments of our
certificate of incorporation and amendments by the stockholders of our amended and restated bylaws require the approval of at least 66
2
⁄
3
% of the voting power
of all outstanding stock. amended and restated bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of persons for election to our board of
directors. At an annual meeting of stockholders, stockholders may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our board of directors. Stockholders may also
consider a proposal or nomination by a person who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given to our corporate secretary timely written notice, in proper form, of his or
her intention to bring that business before the meeting. Our amended and restated bylaws do not give our board of directors the power to approve or disapprove stockholder nominations of candidates or proposals regarding other business to be
conducted at a special or annual meeting of stockholders. However, our amended and restated bylaws may have the effect of precluding the conduct of business at a meeting if the proper procedures are not followed.
Our amended and restated bylaws provide that only our board of directors, the chairperson of the board, the chief executive officer or, in the
absence of a chief executive officer, the president may call a special meeting of stockholders. Because our stockholders do not have the right to call a special meeting, a stockholder could not force stockholder consideration of a proposal over the
opposition of our board of directors by calling a special meeting of stockholders prior to such time as a majority of our board of directors, the chairperson of the board, the chief executive officer or, in the absence of a chief executive officer,
the president believed the matter should be considered or until the next annual meeting of stockholders,
provided
that the requestor met the notice requirements. The restriction on the ability of stockholders to call a special meeting means
that a proposal to replace our board of directors also could be delayed until the next annual meeting of stockholders. amended and restated certificate of incorporation does not allow stockholders to act by written consent without a meeting. Without
the availability of stockholders’ actions by written consent, a holder controlling a majority of our capital stock would not be able to amend our amended and restated bylaws or remove directors without holding a stockholders’ meeting. The
holder would have to obtain the consent of a majority of our board of directors, the chairperson of the board, the chief executive officer or at least 10% of the holders of shares entitled to vote at a stockholders’ meeting to call a
stockholders’ meeting and satisfy the notice periods determined by our board of directors. and other provisions contained in our amended and restated certificate of incorporation and our amended and restated bylaws could delay or discourage
some types of transactions involving an actual or potential change in our control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares over then-current prices, and may limit
the ability of stockholders to remove current management or approve transactions that stockholders may deem to be in their best interests and, therefore, could adversely affect the price of our common stock.
Transfer Agent and Registrar
The
transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC. The transfer agent and registrar’s address is 6201 15th Avenue, Brooklyn, New York 11219.
DESCRIPTION OF DEBT SECURITIES
We may issue debt securities from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated
convertible debt. While the terms we have summarized below will apply generally to any debt securities that we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the
applicable prospectus supplement. The terms of any debt securities offered under a prospectus supplement may differ from the terms described below. Unless the context requires otherwise, whenever we refer to the indenture, we also are referring to
any supplemental indentures that specify the terms of a particular series of debt securities.
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We will issue the debt securities under the indenture that we will enter into with trustee named
in the indenture. The indenture will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We have filed the form of indenture as an exhibit to the registration statement of which this prospectus is a part, and
supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from
reports that we file with the SEC.
The following summary of material provisions of the debt securities and the indenture is subject to,
and qualified in its entirety by reference to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements and any related free writing prospectuses related
to the debt securities that we may offer under this prospectus, as well as the complete indenture that contains the terms of the debt securities.
General
The indenture does not limit the
amount of debt securities that we may issue. It provides that we may issue debt securities up to the principal amount that we may authorize and may be in any currency or currency unit that we may designate. Except for the limitations on
consolidation, merger and sale of all or substantially all of our assets contained in the indenture, the terms of the indenture do not contain any covenants or other provisions designed to give holders of any debt securities protection against
changes in our operations, financial condition or transactions involving us.
We may issue the debt securities issued under the indenture
as “discount securities,” which means they may be sold at a discount below their stated principal amount. These debt securities, as well as other debt securities that are not issued at a discount, may be issued with “original issue
discount,” or OID, for U.S. federal income tax purposes because of interest payment and other characteristics or terms of the debt securities. Material U.S. federal income tax considerations applicable to debt securities issued with OID will be
described in more detail in any applicable prospectus supplement.
We will describe in the applicable prospectus supplement the terms of
the series of debt securities being offered, including:
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the title of the series of debt securities;
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any limit upon the aggregate principal amount that may be issued;
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the maturity date or dates;
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the form of the debt securities of the series;
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the applicability of any guarantees;
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whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;
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whether the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of any subordination;
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if the price (expressed as a percentage of the aggregate principal amount thereof) at which such debt securities will be issued is a price other than the principal amount thereof, the portion of the principal amount
thereof payable upon declaration of acceleration of the maturity thereof, or if applicable, the portion of the principal amount of such debt securities that is convertible into another security or the method by which any such portion shall be
determined;
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the interest rate or rates, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest
payment dates or the method for determining such dates;
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our right, if any, to defer payment of interest and the maximum length of any such deferral period;
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if applicable, the date or dates after which, or the period or periods during which, and the price or prices at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional
redemption provisions and the terms of those redemption provisions;
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the date or dates, if any, on which, and the price or prices at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to
purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable;
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the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof;
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any and all terms, if applicable, relating to any auction or remarketing of the debt securities of that series and any security for our obligations with respect to such debt securities and any other terms which may be
advisable in connection with the marketing of debt securities of that series;
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whether the debt securities of the series shall be issued in whole or in part in the form of a global security or securities;
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the terms and conditions, if any, upon which such global security or securities may be exchanged in whole or in part for other individual securities, and the depositary for such global security or securities;
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if applicable, the provisions relating to conversion or exchange of any debt securities of the series and the terms and conditions upon which such debt securities will be so convertible or exchangeable, including the
conversion or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional (at our option or the holders’ option) conversion or exchange features, the applicable conversion or exchange period and
the manner of settlement for any conversion or exchange;
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if other than the full principal amount thereof, the portion of the principal amount of debt securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
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additions to or changes in the covenants applicable to the particular debt securities being issued, including, among others, the consolidation, merger or sale covenant;
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additions to or changes in the events of default with respect to the securities and any change in the right of the trustee or the holders to declare the principal, premium, if any, and interest, if any, with respect to
such securities to be due and payable;
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additions to or changes in or deletions of the provisions relating to covenant defeasance and legal defeasance;
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additions to or changes in the provisions relating to satisfaction and discharge of the indenture;
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additions to or changes in the provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture;
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the currency of payment of debt securities if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars;
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whether interest will be payable in cash or additional debt securities at our or the holders’ option and the terms and conditions upon which the election may be made;
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the terms and conditions, if any, upon which we will pay amounts in addition to the stated interest, premium, if any and principal amounts of the debt securities of the series to any holder that is not a “United
States person” for federal tax purposes;
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any restrictions on transfer, sale or assignment of the debt securities of the series; and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, any other additions or changes in the provisions of the indenture, and any terms that may be required by us or
advisable under applicable laws or regulations.
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Conversion or Exchange Rights
We will set forth in the applicable prospectus supplement the terms on which a series of debt securities may be convertible into or
exchangeable for our common stock or our other securities. We will include provisions as to settlement upon conversion or exchange and whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include
provisions pursuant to which the number of shares of our common stock or our other securities that the holders of the series of debt securities receive would be subject to adjustment.
Consolidation, Merger or Sale
Unless we
provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the indenture will not contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of
our assets as an entirety or substantially as an entirety. However, any successor to or acquirer of such assets (other than a subsidiary of ours) must assume all of our obligations under the indenture or the debt securities, as appropriate.
Events of Default under the Indenture
Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of
default under the indenture with respect to any series of debt securities that we may issue:
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if we fail to pay any installment of interest on any series of debt securities, as and when the same shall become due and payable, and such default continues for a period of 90 days; provided, however, that a valid
extension of an interest payment period by us in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of interest for this purpose;
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if we fail to pay the principal of, or premium, if any, on any series of debt securities as and when the same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any
payment required by any sinking or analogous fund established with respect to such series; provided, however, that a valid extension of the maturity of such debt securities in accordance with the terms of any indenture supplemental thereto shall not
constitute a default in the payment of principal or premium, if any;
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if we fail to observe or perform any other covenant or agreement contained in the debt securities or the indenture, other than a covenant specifically relating to another series of debt securities, and our failure
continues for 90 days after we receive written notice of such failure, requiring the same to be remedied and stating that such is a notice of default thereunder, from the trustee or holders of at least 25% in aggregate principal amount of the
outstanding debt securities of the applicable series; and
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if specified events of bankruptcy, insolvency or reorganization occur.
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If an event of default
with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt
securities of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default
specified in the last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of
the trustee or any holder.
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The holders of a majority in principal amount of the outstanding debt securities of an affected
series may waive any default or event of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default
in accordance with the indenture. Any waiver shall cure the default or event of default.
Subject to the terms of the indenture, if an
event of default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of
debt securities, unless such holders have offered the trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:
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the direction so given by the holder is not in conflict with any law or the applicable indenture; and
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subject to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.
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A holder of the debt securities of any series will have the right to institute a proceeding under the indenture or to
appoint a receiver or trustee, or to seek other remedies only if:
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the holder has given written notice to the trustee of a continuing event of default with respect to that series;
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the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request,
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such holders have offered to the trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred by the trustee in compliance with the request; and
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the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series other conflicting directions within
90 days after the notice, request and offer.
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These limitations do not apply to a suit instituted by a holder of debt
securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities.
We will periodically file
statements with the trustee regarding our compliance with specified covenants in the indenture.
Modification of Indenture; Waiver
We and the trustee may change an indenture without the consent of any holders with respect to specific matters:
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to cure any ambiguity, defect or inconsistency in the indenture or in the debt securities of any series;
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to comply with the provisions described above under “Description of Debt Securities—Consolidation, Merger or Sale;”
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to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
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to add to our covenants, restrictions, conditions or provisions such new covenants, restrictions, conditions or provisions for the benefit of the holders of all or any series of debt securities, to make the occurrence,
or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default or to surrender any right or power conferred upon us in the indenture;
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to add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication and delivery of debt securities, as set forth in the indenture;
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to make any change that does not adversely affect the interests of any holder of debt securities of any series in any material respect;
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to provide for the issuance of and establish the form and terms and conditions of the debt securities of any series as provided above under “Description of Debt Securities—General” to establish the form
of any certifications required to be furnished pursuant to the terms of the indenture or any series of debt securities, or to add to the rights of the holders of any series of debt securities;
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to evidence and provide for the acceptance of appointment under any indenture by a successor trustee; or
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to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture Act.
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In addition, under the indenture, the rights of holders of a series of debt securities may be changed by us and the trustee with the written
consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, unless we provide otherwise in the prospectus supplement applicable to a particular series of
debt securities, we and the trustee may make the following changes only with the consent of each holder of any outstanding debt securities affected:
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extending the fixed maturity of any debt securities of any series;
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reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable upon the redemption of any series of any debt securities; or
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reducing the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification or waiver.
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Discharge
Each indenture provides that
we can elect to be discharged from our obligations with respect to one or more series of debt securities, except for specified obligations, including obligations to:
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register the transfer or exchange of debt securities of the series;
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replace stolen, lost or mutilated debt securities of the series;
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pay principal of and premium and interest on any debt securities of the series;
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maintain paying agencies;
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hold monies for payment in trust;
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recover excess money held by the trustee;
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compensate and indemnify the trustee; and
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appoint any successor trustee.
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In order to exercise our rights to be discharged, we must
deposit with the trustee money or government obligations sufficient to pay all the principal of, any premium, if any, and interest on, the debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will
issue the debt securities of each series only in fully registered form without coupons and, unless we provide otherwise in the applicable prospectus supplement, in denominations of $1,000 and any integral multiple
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thereof. The indenture provides that we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The
Depository Trust Company, or DTC, or another depositary named by us and identified in the applicable prospectus supplement with respect to that series. To the extent the debt securities of a series are issued in global form and as book-entry, a
description of terms relating to any book entry securities will be set forth in the applicable prospectus supplement.
At the option of
the holder, subject to the terms of the indenture and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt
securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject to the terms of
the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with
the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the
debt securities that the holder presents for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.
We will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar,
that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we
will be required to maintain a transfer agent in each place of payment for the debt securities of each series.
If we elect to redeem the
debt securities of any series, we will not be required to:
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issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt
securities that may be selected for redemption and ending at the close of business on the day of the mailing; or
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register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part.
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Information Concerning the Trustee
The
trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the
trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the trustee is under no obligation to exercise any of the powers given it by the indenture at the
request of any holder of debt securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.
Payment and Paying Agents
Unless we
otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are
registered at the close of business on the regular record date for the interest.
We will pay principal of and any premium and interest on
the debt securities of a particular series at the office of the paying agents designated by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that we will mail to the holder
or by wire
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transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement, we will designate the corporate trust office of the trustee as our sole paying agent for
payments with respect to debt securities of each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of a particular series. We will maintain a paying agent in each
place of payment for the debt securities of a particular series.
All money we pay to a paying agent or the trustee for the payment of the
principal of or any premium or interest on any debt securities that remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter
may look only to us for payment thereof.
Governing Law
The indenture and the debt securities will be governed by and construed in accordance with the internal laws of the State of New York, except
to the extent that the Trust Indenture Act of 1939 is applicable.
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DESCRIPTION OF WARRANTS
The following description, together with the additional information we may include in any applicable prospectus supplements and in any related
free writing prospectuses that we may authorize to be distributed to you, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common stock, preferred stock
or debt securities and be issued in one or more series. Warrants may be offered independently or in combination with common stock, preferred stock or debt securities offered by any prospectus supplement. While the terms we have summarized below will
apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. The following description of warrants will apply to the
warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of warrants may specify different or additional terms.
We have filed forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants that may be offered as
exhibits to the registration statement of which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form
of warrant and/or the warrant agreement and warrant certificate, as applicable, that describe the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following
summaries of material terms and provisions of the warrants are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any
supplemental agreements applicable to a particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement related to the particular series of warrants that we may offer under this
prospectus, as well as any related free writing prospectuses, and the complete form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements, that contain the terms of the warrants.
General
We will describe in the
applicable prospectus supplement the terms of the series of warrants being offered, including:
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the offering price and aggregate number of warrants offered;
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the currency for which the warrants may be purchased;
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if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;
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in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at, and currency in which, this principal amount of debt securities may
be purchased upon such exercise;
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in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these
shares may be purchased upon such exercise;
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the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants;
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the terms of any rights to redeem or call the warrants;
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any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
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the dates on which the right to exercise the warrants will commence and expire;
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the manner in which the warrant agreements and warrants may be modified;
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a discussion of any material or special U.S. federal income tax considerations of holding or exercising the warrants;
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the terms of the securities issuable upon exercise of the warrants; and
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any other specific terms, preferences, rights or limitations of or restrictions on the warrants.
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Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such
exercise, including:
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in the case of warrants to purchase debt securities, the right to receive payments of principal of, or premium, if any, or interest on, the debt securities purchasable upon exercise or to enforce covenants in the
applicable indenture; or
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in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.
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Exercise of Warrants
Each warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price
that we describe in the applicable prospectus supplement. The warrants may be exercised as set forth in the prospectus supplement relating to the warrants offered. Unless we otherwise specify in the applicable prospectus supplement, warrants may be
exercised at any time up to the close of business on the expiration date set forth in the prospectus supplement relating to the warrants offered thereby. After the close of business on the expiration date, unexercised warrants will become void.
Upon receipt of payment and the warrant or warrant certificate, as applicable, properly completed and duly executed at the corporate trust
office of the warrant agent, if any, or any other office, including ours, indicated in the prospectus supplement, we will, as soon as practicable, issue and deliver the securities purchasable upon such exercise. If less than all of the warrants (or
the warrants represented by such warrant certificate) are exercised, a new warrant or a new warrant certificate, as applicable, will be issued for the remaining warrants.
Governing Law
Unless we otherwise
specify in the applicable prospectus supplement, the warrants and any warrant agreements will be governed by and construed in accordance with the laws of the State of New York.
Enforceability of Rights by Holders of Warrants
Each warrant agent, if any, will act solely as our agent under the applicable warrant agreement and will not assume any obligation or
relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the
applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder
of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.
LEGAL OWNERSHIP OF SECURITIES
We can issue securities in registered form or in the form of one or more global securities. We describe global securities in greater detail
below. We refer to those persons who have securities registered in their own names on the books that we or any applicable trustee, depositary or warrant agent maintain for this purpose as the “holders” of those securities. These persons
are the legal holders of the securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered in their own names, as “indirect holders” of those securities. As we discuss
below, indirect holders are not legal holders, and investors in securities issued in book-entry form or in street name will be indirect holders.
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Book-Entry Holders
We may issue securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be
represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate in the depositary’s book-entry system. These participating
institutions, which are referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.
Only the person in whose name a security is registered is recognized as the holder of that security. Securities issued in global form will be
registered in the name of the depositary or its participants. Consequently, for securities issued in global form, we will recognize only the depositary as the holder of the securities, and we will make all payments on the securities to the
depositary. The depositary passes along the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have made
with one another or with their customers; they are not obligated to do so under the terms of the securities.
As a result, investors in a
book-entry security will not own securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an
interest through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not holders, of the securities.
Street Name Holders
We may terminate a
global security or issue securities in non-global form. In these cases, investors may choose to hold their securities in their own names or in “street name.” Securities held by an investor in street name would be registered in the name of
a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those securities through an account he or she maintains at that institution.
For securities held in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose names the
securities are registered as the holders of those securities, and we will make all payments on those securities to them. These institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they
agree to do so in their customer agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect holders, not holders, of those securities.
Legal Holders
Our obligations, as well
as the obligations of any applicable trustee and of any third parties employed by us or a trustee, run only to the legal holders of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street
name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no choice because we are issuing the securities only in global form.
For example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that
holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect holders but does not do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us
of the consequences of a default or of our obligation to comply with a particular provision of the indenture or for other purposes. In such an event, we would seek approval only from the holders, and not the indirect holders, of the securities.
Whether and how the holders contact the indirect holders is up to the holders.
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Special Considerations For Indirect Holders
If you hold securities through a bank, broker or other financial institution, either in book-entry form or in street name, you should check
with your own institution to find out:
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how it handles securities payments and notices;
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whether it imposes fees or charges;
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how it would handle a request for the holders’ consent, if ever required;
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whether and how you can instruct it to send you securities registered in your own name so you can be a holder, if that is permitted in the future;
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how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and
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if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.
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Global Securities
A global security is a
security that represents one or any other number of individual securities held by a depositary. Generally, all securities represented by the same global securities will have the same terms.
Each security issued in book-entry form will be represented by a global security that we deposit with and register in the name of a financial
institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable prospectus supplement, DTC will be the depositary for all securities issued
in book-entry form.
A global security may not be transferred to or registered in the name of anyone other than the depositary, its
nominee or a successor depositary, unless special termination situations arise. We describe those situations below under the section entitled “Special Situations When a Global Security Will Be Terminated” in this prospectus. As a result of
these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial
interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented by a global
security will not be a holder of the security, but only an indirect holder of a beneficial interest in the global security.
If the
prospectus supplement for a particular security indicates that the security will be issued in global form only, then the security will be represented by a global security at all times unless and until the global security is terminated. If
termination occurs, we may issue the securities through another book-entry clearing system or decide that the securities may no longer be held through any book-entry clearing system.
Special Considerations For Global Securities
The rights of an indirect holder relating to a global security will be governed by the account rules of the investor’s financial
institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of securities and instead deal only with the depositary that holds the global security.
If securities are issued only in the form of a global security, an investor should be aware of the following:
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an investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below;
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an investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities, as we describe above;
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an investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form;
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an investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order
for the pledge to be effective;
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the depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in a global security;
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we and any applicable trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in a global security, nor do we or any applicable trustee supervise the
depositary in any way;
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the depositary may, and we understand that DTC will, require that those who purchase and sell interests in a global security within its book-entry system use immediately available funds, and your broker or bank may
require you to do so as well; and
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financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in a global security, may also have their own policies affecting payments, notices and
other matters relating to the securities.
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There may be more than one financial intermediary in the chain of ownership for
an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.
Special Situations When a Global Security Will
Be Terminated
In a few special situations described below, the global security will terminate and interests in it will be exchanged
for physical certificates representing those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor. Investors must consult their own banks or brokers to find out how to have
their interests in securities transferred to their own name, so that they will be direct holders. We have described the rights of holders and street name investors above.
Unless we provide otherwise in the applicable prospectus supplement, the global security will terminate when the following special situations
occur:
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if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 90 days;
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if we notify any applicable trustee that we wish to terminate that global security; or
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if an event of default has occurred with regard to securities represented by that global security and has not been cured or waived.
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The applicable prospectus supplement may also list additional situations for terminating a global security that would apply only to the
particular series of securities covered by the applicable prospectus supplement. When a global security terminates, the depositary, and not we or any applicable trustee, is responsible for deciding the names of the institutions that will be the
initial direct holders.
PLAN OF DISTRIBUTION
We may sell the securities from time to time pursuant to underwritten public offerings, direct sales to the public, negotiated transactions,
block trades or a combination of these methods. We may sell the securities to or through underwriters or dealers, through agents, or directly to one or more purchasers. We may distribute securities from time to time in one or more transactions:
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at a fixed price or prices, which may be changed;
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at market prices prevailing at the time of sale;
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at prices related to such prevailing market prices; or
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A prospectus supplement or supplements (and any related free writing
prospectus that we may authorize to be provided to you) will describe the terms of the offering of the securities, including, to the extent applicable:
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the name or names of the underwriters, if any;
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the purchase price of the securities or other consideration therefor, and the proceeds, if any, we will receive from the sale;
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any over-allotment options under which underwriters may purchase additional securities from us;
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any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;
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any public offering price;
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any discounts or concessions allowed or reallowed or paid to dealers; and
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any securities exchange or market on which the securities may be listed.
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Only underwriters
named in the prospectus supplement will be underwriters of the securities offered by the prospectus supplement.
If underwriters are used
in the sale, they will acquire the securities for their own account and may resell the securities from time to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations of
the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by
underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities offered by the prospectus supplement, other than securities covered by any over-allotment option. Any public
offering price and any discounts or concessions allowed or reallowed or paid to dealers may change from time to time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the
underwriter, the nature of any such relationship.
We may sell securities directly or through agents we designate from time to time. We
will name any agent involved in the offering and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts
basis for the period of its appointment.
We may authorize agents or underwriters to solicit offers by certain types of institutional
investors to purchase securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions
to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.
We may provide
agents and underwriters with indemnification against civil liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Agents and
underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.
All securities we may
offer, other than common stock, will be new issues of securities with no established trading market. Any underwriters may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without
notice. We cannot guarantee the liquidity of the trading markets for any securities.
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Any underwriter may engage in over-allotment, stabilizing transactions, short-covering
transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions involve purchases of the securities, either through exercise of the over-allotment option or in the open market
after the distribution is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering
transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.
Any underwriters or agents that are qualified market makers on The NASDAQ Global Select Market may engage in passive market making
transactions in the common stock on The NASDAQ Global Select Market in accordance with Regulation M under the Exchange Act, during the business day prior to the pricing of the offering, before the commencement of offers or sales of the common
stock. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid
for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize the
market price of the securities at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.
In compliance with guidelines of the Financial Industry Regulatory Authority, or FINRA, the maximum consideration or discount to be received
by any FINRA member or independent broker dealer may not exceed 8% of the aggregate amount of the securities offered pursuant to this prospectus and any applicable prospectus supplement.
LEGAL MATTERS
Cooley LLP, Palo Alto, California, will pass upon the validity of the securities offered by this prospectus, and any supplement thereto,
unless otherwise indicated in the applicable prospectus supplement. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements of Paratek Pharmaceuticals, Inc. at December 31, 2013 and 2014, and for the years then ended,
included in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2014, and incorporated by reference herein have been audited by CohnReznick LLP, independent registered public accounting firm, as set forth in their report
incorporated by reference herein, in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
This prospectus is part of the registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the
information set forth in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of
the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other
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document. Because we are subject to the information and reporting requirements of the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the
SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference information from other documents
that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information in this prospectus supersedes
information incorporated by reference that we filed with the SEC prior to the date of this prospectus, while information that we file later with the SEC will automatically update and supersede the information in this prospectus. We incorporate by
reference into this prospectus and the registration statement of which this prospectus is a part the information or documents listed below that we have filed with the SEC (Commission File No. 001-36066):
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our Annual Report on Form 10-K/A, for the year ended December 31, 2014, filed with the SEC on April 24, 2015;
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the information specifically incorporated by reference into our Annual Report on Form 10-K/A for the year ended December 31, 2014 from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on
April 24, 2015;
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our Quarterly Reports on Form 10-Q, filed with the SEC on May 15, 2015, and August 11, 2015;
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our Current Reports on Form 8-K or Form 8-K/A, as applicable, filed with the SEC on January 12, 2015, February 10, 2015, March 31, 2015, April 16, 2015, April 30,
2015, June 12, 2015, July 1, 2015, July 24, 2015, October 5, 2015, and October 15, 2015; and
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the description of our common stock contained in Item 1 of Form 8-A filed with the SEC on September 13, 2013 (File No. 001-36066), including any amendment or report filed for the purpose of updating such
description.
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We also incorporate by reference any future filings (other than current reports furnished under Item 2.02
or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until we file
a post-effective amendment that indicates the termination of the offering of the securities made by this prospectus, which will become a part of this prospectus from the date that such documents are filed with the SEC. Information in such future
filings updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is
incorporated or deemed to be incorporated herein by reference to the extent that statements in the later-filed document modify or replace such earlier statements. Paratek will furnish without charge to each person, including any beneficial owner, to
whom a prospectus is delivered, upon written or oral request, a copy of any or all of the documents incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits that are specifically incorporated by
reference into such documents. You should direct any requests for documents to:
Paratek Pharmaceuticals, Inc.
Attn: Chief Financial Officer
75
Park Plaza , MA 02116
(617) 807-6600
27
$50,000,000
Common Stock
PROSPECTUS
SUPPLEMENT
BTIG
, 2018
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