Item 1.
Summary Term Sheet.
The information set forth under “Summary Term Sheet” in the Offer to Exchange Eligible Options for New Options, dated June 17, 2021 (the “Offer to Exchange”), attached hereto as Exhibit (a)(1)(i), is incorporated herein by reference.
Item 2.
Subject Company Information.
(a) Name and Address. The issuer is Entasis Therapeutics Holdings Inc., a Delaware company (“Entasis” or the “Company”). The Company’s principal executive offices are located at 35 Gatehouse Drive, Waltham, Massachusetts 02451, and the telephone number of its principal executive offices is (781) 810-0120. The information set forth in the Offer to Exchange under “This Offer — Section 9 (Information Concerning Entasis)” is incorporated herein by reference.
(b) Securities. This Tender Offer Statement on Schedule TO relates to an offer by the Company to exchange options to purchase the Company’s shares of common stock, par value $0.001 per share, that were issued under the Company’s 2018 Stock Incentive Plan and the Company’s Amended and Restated Stock Plan (collectively, the “Equity Plans”), that expire on or after January 1, 2022 and that have exercise prices equal to or greater $4.98 for new options covering a lesser amount of shares, which we refer to as replacement options, upon the terms and subject to the conditions set forth in the Offer to Exchange. Each option holder that elects to exchange options pursuant to the Option Exchange must submit their election electronically to Entasis_Option_Exchange@entasistx.com. As of June 16, 2021, a total of 1,610,089 eligible options were outstanding under the Equity Plans.
The information set forth in the Offer to Exchange under “Summary Term Sheet,” “This Offer — Section 1 (Eligibility; Number of Options; Offer Expiration Date),” “This Offer — Section 5 (Acceptance of Options for Exchange; Grant of Replacement Options),” and “This Offer — Section 8 (Source and Amount of Consideration; Terms of Replacement Options)” is incorporated herein by reference.
(c) Trading Market and Price. The information set forth in the Offer to Exchange under “This Offer — Section 7 (Price Range of Common Stock Underlying the Options)” is incorporated herein by reference.
Item 3.
Identity and Background of Filing Person.
(a) Name and Address. The Company is both the subject company and the filing person. The information set forth under Item 2(a) above and in the Offer to Exchange under “This Offer — Section 10 (Interests of Directors, Officers and Affiliates; Transactions and Arrangements Concerning our Securities)” is incorporated herein by reference.
Item 4.
Terms of the Transaction.
(a) Material Terms. The information set forth in the Offer to Exchange under “Summary Term Sheet” and the sections under “This Offer” titled “Section 1 (Eligibility; Number of Options; Offer Expiration Date),” “Section 3 (Procedures for Electing to Exchange Options),” “Section 4 (Withdrawal Rights),” “Section 5 (Acceptance of Options for Exchange; Grant of Replacement Options),” “Section 6 (Conditions of this Offer),” “Section 7 (Price Range of Common Stock Underlying the Options),” “Section 8 (Source and Amount of Consideration; Terms of Replacement Options),” “Section 9 (Information Concerning Entasis),” “Section 11 (Status of Options Acquired by Us in this Offer; Accounting Consequences of this Offer),” “Section 12 (Agreements; Legal Matters; Regulatory Approvals),” “Section 13 (Material U.S. Federal Income Tax Consequences),” and “Section 14 (Extension of Offer; Termination; Amendment)” is incorporated herein by reference.
(b) Purchases. The information set forth in the Offer to Exchange under “This Offer — Section 10 (Interests of Directors, Officers and Affiliates; Transactions and Arrangements Concerning our Securities)” is incorporated herein by reference.
Item 5.
Past Contacts, Transactions, Negotiations and Agreements.
(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Offer to Exchange under “This Offer — Section 10 (Interests of Directors, Officers and Affiliates; Transactions and