Paratek Pharmaceuticals, Inc. (Form: 8-K, Received: 07/24/2015 16:16:42)

PARATEK PHARMACEUTICALS, INC.

Dated: July 24, 2015

/s/ William M. Haskel

William M. Haskel

Senior Vice President, General Counsel and Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2015

Paratek Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36066

33-0960223

(State of

incorporation)

(Commission

File No.)

(IRS Employer

Identification No.)

75 Park Plaza, 4 ^th Floor

Boston, MA 02116

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (617) 275-0040

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

On July 23, 2015, Paratek Pharmaceuticals, Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the Tax Benefit Preservation Plan (the “Tax Benefit Plan”), dated as of September 13, 2013, by and between the Company and American Stock Transfer and Trust Company, LLC, as rights agent.

The Amendment accelerates the expiration of the Company’s preferred share purchase rights (the “Rights”) from the close of business on September 12, 2016, to 4:00 p.m., New York City time, on July 23, 2015, and has the effect of terminating the Tax Benefit Plan on that date. At the time of the termination of the Tax Benefit Plan, all of the Rights distributed to holders of the Company’s common stock pursuant to the Tax Benefit Plan expired.

The foregoing is a summary of the terms of the Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference.

Item 1.02

Termination of a Material Definitive Agreement.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 3.03

Material Modifications to Rights of Security Holders.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 21, 2015, upon recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, the Board of Directors elected Timothy Franson, M.D. as a director, effective immediately. The Board of Directors appointed Dr. Franson to serve as a member of the Board of Directors as a Class I director for a term expiring at the Company’s 2016 annual meeting of stockholders, or until his earlier resignation or removal or his successor is duly elected and qualified.

Dr. Franson currently serves as the Chief Medical Officer for YourEncore. Dr. Franson holds a Bachelor of Science in pharmacy from Drake University and a Doctor of Medicine from the University of Illinois College of Medicine. He is board certified in Internal Medicine and Infectious Diseases.

There is no arrangement or understanding between Dr. Franson and any other person pursuant to which Dr. Franson was appointed as a director. Dr. Franson will be eligible to participate in the Company’s non-employee director compensation plans and arrangements available to non-employee directors.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year.

In connection with the initial adoption of the Tax Benefit Plan, on September 13, 2013, the Company filed a Certificate of Designations of Series A Junior Participating Preferred Stock with the Secretary of State of the State of Delaware fixing the rights, powers, preferences and qualifications of the Series A Junior Participating Preferred Stock issuable upon exercise of the Rights (the “Preferred Shares”).

The Company has filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware eliminating all provisions of the Certificate of Designations. As a result, the status of the Preferred Shares returned to authorized but undesignated shares of the Company’s preferred stock.

The foregoing is a summary of the terms of the Certificate of Elimination. The summary does not purport to be complete and is qualified in its entirety by reference to the Certificate of Elimination, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.

Item 8.01

Other Events.

On July 22, 2015, the Company issued a press release announcing the election of Dr. Franson. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

On July 24, 2015, the Company issued a press release announcing the Amendment. A copy of the press release is attached as Exhibit 99.2 and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.


3.1		Certificate of Elimination of Series A Junior Participating Preferred Stock of Paratek Pharmaceutical, Inc.

4.1		Amendment No. 1 to Tax Benefit Preservation Plan by and between Paratek Pharmaceuticals, Inc. and American Stock Transfer & Trust Company, LLC, dated as of July 23, 2015

99.1		Press Release of Paratek Pharmaceuticals, Inc. dated July 22, 2015

99.2		Press Release of Paratek Pharmaceuticals, Inc. dated July 24, 2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INDEX TO EXHIBITS


Exhibit Number		Description of Document

3.1		Certificate of Elimination of Series A Junior Participating Preferred Stock of Paratek Pharmaceutical, Inc.

4.1		Amendment No. 1 to Tax Benefit Preservation Plan by and between Paratek Pharmaceuticals, Inc. and American Stock Transfer & Trust Company, LLC, dated as of July 23, 2015

99.1		Press Release of Paratek Pharmaceuticals, Inc. dated July 22, 2015

99.2		Press Release of Paratek Pharmaceuticals, Inc. dated July 24, 2015

Exhibit 3.1

CERTIFICATE OF ELIMINATION OF

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

OF PARATEK PHARMACEUTICALS, INC.

(Pursuant to Section 151(g) of the

General Corporation Law of the State of Delaware)

P ARATEK P HARMACEUTICALS , I NC . , a Delaware corporation (the “ Company ”), hereby certifies as follows:

F IRST : The date on which the Company’s original Certificate of Incorporation was filed with the Delaware Secretary of State was February 27, 2001.

S ECOND : The Company filed on September 13, 2013, with the Delaware Secretary of State pursuant to Section 151(g) of the General Corporation Law of the State of Delaware (the “ DGCL ”) a Certificate of Designations of Series A Junior Participating Preferred Stock designating the rights, powers, preferences and privileges of the Company’s Series A Junior Participating Preferred Stock.

T HIRD : The Board of Directors of the Company (the “ Board ”), has adopted the following resolutions:

R ESOLVED , that the Board hereby determines that none of the authorized shares of the series of Preferred Stock, par value $0.001 per share, of the Company, designated as “Series A Junior Participating Preferred Stock” in the Certificate of Designations filed by the Company with the Delaware Secretary of State on September 13, 2013, are outstanding, and that none of the shares of Series A Junior Participating Preferred Stock will be issued subject to such Certificate of Designations;

R ESOLVED F URTHER , that the proper officers of the Company are hereby authorized and directed to take all such actions as they may deem to be necessary or advisable in order to file a certificate with the Delaware Secretary of State to eliminate all provisions set forth in the Certificate of Designations of Series A Junior Participating Preferred Stock pursuant to Section 151(g) of the DGCL.

F OURTH : That all provisions set forth in the Certificate of Designations of Series A Junior Participating Preferred Stock are hereby eliminated.

I N W ITNESS W HEREOF , Paratek Pharmaceuticals, Inc. has caused this Certificate of Elimination to be executed by its duly authorized officer on this 24 ^th day of July, 2015.


P ARATEK P HARMACEUTICALS , I NC .

By:		/s/ William M. Haskel

Exhibit 4.1

PARATEK PHARMACEUTICALS, INC.

AMENDMENT NO. 1 TO

TAX BENEFIT PRESERVATION PLAN

This AMENDMENT NO. 1 TO THE TAX BENEFIT PRESERVATION PLAN (this “ Amendment ”) is dated as of July 23, 2015 (the “ Effective Date ”) and amends the Tax Benefit Preservation Plan, dated as of September 13, 2013 (the “ Tax Benefit Plan ”), by and between Paratek Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), and American Stock Transfer & Trust Company, LLC, a New York limited liability company, as rights agent (the “ Rights Agent ”). Capitalized terms used in this Amendment and not otherwise defined have the meaning given to them in the Tax Benefit Plan.

RECITALS

WHEREAS, in accordance with Section 26 of the Tax Benefit Plan, for so long as the Rights are then redeemable, the Company may in its sole and absolute discretion, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Tax Benefit Plan in any respect without the approval of any holders of Rights or Common Stock;

WHEREAS, the Company has determined to amend the Final Expiration Date so that the Rights terminate and expire on the date hereof; and

WHEREAS, the Rights are currently redeemable, and the Company has requested and directed that the Rights Agent shall join in this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth herein, the parties hereby agree as follows:

1. Amendment of the Tax Benefit Plan . Section 7.1 of the Tax Benefit Plan is hereby amended and restated in its entirety as follows:

7.1 Exercise of Rights . Subject to Section 11.1.2 and except as otherwise provided herein, the registered holder of any Right Certificate may exercise the Rights evidenced thereby in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for the total number of one one-hundredths of a share of Series A Preferred (or other securities, cash or other assets) as to which the Rights are exercised, at or prior to the time (the “ Expiration Date ”) that is the earliest of (i) 4:00 p.m., New York City time, on July 23, 2015 (the “ Final Expiration Date ”), (ii) the time at which the Rights are redeemed as provided in Section 23 , (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13.3 at which time the Rights are deemed terminated, (iv) the time at which the Rights are exchanged as provided in Section 27 , (v) the close of business on September 12, 2014, if Stockholder Approval has not been obtained by that date, (vi) the close of business on the effective date of the repeal of Section 382 if the Board determines that this Tax Benefit Plan is no longer necessary or desirable for the preservation of the Tax Benefits, or (vii) the time at which the Board determines that the Tax Benefits are fully utilized or no longer available under Section 382 or that an ownership change under Section 382 would not adversely impact in any material respect the time period in which the Company could use the Tax Benefits, or materially impair the amount of the Tax Benefits that could be used by the Company in any particular time period, for applicable tax purposes.

2. Amendment of Exhibits . The exhibits to the Tax Benefit Plan shall be deemed to be restated to reflect this Amendment, including all conforming changes.

3. Other Amendment; Effect of Amendment . Except as and to the extent expressly modified by this Amendment, the Tax Benefit Plan and the exhibits thereto remain in full force and effect in all respects without any modification. This Amendment will be deemed an amendment to the Tax Benefit Plan and will become effective on the Effective Date. In the event of a conflict or inconsistency between this Amendment and the Tax Benefit Plan and the exhibits thereto, the provisions of this Amendment will govern.

4. Counterparts . This Amendment may be executed in any number of counterparts and each of such counterparts will for all purposes be deemed to be an original, and all such counterparts will together constitute one and the same instrument, it being understood that all parties need not sign the same counterpart. A signature to this Amendment transmitted electronically (including by fax and .pdf) will have the same authority, effect and enforceability as an original signature. No party hereto may raise the use of such electronic transmission to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through such electronic transmission, as a defense to the formation of a contract, and each party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

5. Severability . If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment will remain in full force and effect and will in no way be affected, impaired or invalidated.

6. Descriptive Headings . The descriptive headings of the several Sections of this Amendment are inserted for convenience only and will not control or affect the meaning or construction of any of the provisions hereof.

7. Further Assurances . Each of the parties to this Amendment will cooperate and take such action as may be reasonably requested by the other party in order to carry out the provisions and purposes of this Amendment, the Tax Benefit Plan and the transactions contemplated hereunder and thereunder.

8. Governing Law . This Amendment will be deemed to be a contract made under the laws of the State of Delaware and for all purposes will be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.

[ Signature page follows ]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first written above.


PARATEK PHARMACEUTICALS, INC.

By:		/s/ William M. Haskel
Name:		William M. Haskel
Title:		SR. VP

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

By:		/s/ Michael Nespoli
Name:		Michael Nespoli
Title:		Executive Director

Exhibit 99.1

LOGO

Timothy Franson M.D. Joins Paratek’s Board of Directors

BOSTON, July 22, 2015 (GLOBE NEWSWIRE) — Paratek Pharmaceuticals, Inc. (Nasdaq:PRTK), a biopharmaceutical company focused on the development and commercialization of innovative therapies based upon tetracycline chemistry, announced today the appointment of Timothy Franson, M.D. as a new, independent director to its board of directors. This appointment, effective as of July 21, brings Paratek’s total number of directors to seven, five of whom are independent.

“Tim’s leadership and expertise in the area of infectious disease, particularly with regards to regulatory compliance, is widely recognized, as are his contributions to policy and research,” said Michael Bigham, Chairman and Chief Executive Officer of Paratek. “We’re honored to have him join our board and look forward to his contributions as we progress omadacycline toward anticipated commercialization.”

“I have been impressed by the progress the Paratek team has made in the past few years, as they’ve moved omadacycline back into clinical development,” said Dr. Franson. “I believe this product has the potential to meet important needs in the treatment of hospital and community acquired infections, and I’m looking forward to working with Michael and the other board members.”

Board-certified in internal medicine and infectious disease, Dr. Franson has authored more than 50 articles in the fields of infectious disease, epidemiology, pharmacoeconomics and antibiotic utilization. He currently serves as Chief Medical Officer for YourEncore, a consulting group that provides regulatory pre-approval and post-marketing regulatory advice as well as bundled strategic consulting with regulatory reimbursement and clinical, quality and pharmacovigilance services. Dr. Franson has extensive clinical and regulatory experience in all pre- and post-approval phases of pharmaceutical development (small and large molecule) relating to interactions with the Food and Drug Administration for policy and product issues, as well as interactions with global regulators.

Dr. Franson has served on industry working groups with the FDA, including the FDA/IDSA Antimicrobial Guidelines Working Group from 1990 – 1993, where he served as Module Chair. Recently, he served on the NIH-NCATS Treatment of Rare Diseases (TRND) review panel. Dr. Franson recently completed a five-year term as President of US Pharmacopeial Convention (USP), which establishes drug quality standards enforced by regulators such as the FDA. He remains integrally involved in global public health initiatives through USP as Past President and a member of its Board of Trustees. He also recently joined the Board of Directors for the Critical Path Institute, which collaborates with the FDA and industry in innovation advances.

About Paratek

Paratek Pharmaceuticals, Inc. is a biopharmaceutical company focused on the development and commercialization of innovative therapies based upon its expertise in novel tetracycline chemistry. Paratek’s lead product candidate, omadacycline, is an aminomethylcycline, derived from tetracyclines. Paratek has initiated a Phase 3 registration trial in ABSSSI to determine the efficacy and safety of omadacycline compared to linezolid. A second Phase 3 registration trial in CABP with omadacycline is planned to be initiated before the end of 2015.

Omadacycline is a new once-daily oral and intravenous, broad-spectrum antibiotic being developed for use as empiric monotherapy for patients suffering from serious community-acquired bacterial infections, such as acute bacterial skin and skin structure infections (ABSSSI), community acquired bacterial pneumonia (CABP), urinary tract infections (UTI), and other community-acquired bacterial infections, particularly when antibiotic resistance is of concern to prescribing physicians.

Paratek’s second product candidate, sarecycline, also known as WC 3035, is a new once-daily oral tetracycline-derived compound, designed to provide both a narrow-spectrum of antibiotic activity and favorable tolerability profile, for the treatment of acne and rosacea in the community setting. Paratek has licensed rights to sarecycline for the treatment of acne in the United States to a subsidiary of Allergan, formerly Warner Chilcott, while retaining rights in the rest of the world. Allergan is responsible for the clinical development of sarecycline for the treatment of acne in the United States. A Phase 3 program was initiated by Allergan in December 2014 for sarecycline for the treatment of moderate to severe inflammatory acne.

For more information, visit www.paratekpharm.com .

Forward Looking Statements

This press release contains forward-looking statements, including statements related to progressing omadacycline toward commercialization and having the potential to meet important needs in the treatment of hospital and community acquired infections. All statements, other than statements of historical facts, included in this press release are forward-looking statements, and are identified by words such as “advancing,” “believe,” “expect,” “well positioned,” “look forward,” “anticipated,” “continued,” and other words and terms of similar meaning. These forward-looking statements are based upon our current expectations and involve substantial risks and uncertainties. We may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in our forward-looking statements and you should not place undue reliance on these forward-looking statements. Our actual results and the timing of events could differ materially from those included in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to (i) our need for substantial additional funding to complete the development and commercialization of our product candidates, (ii) our ability to raise the capital to do so, (iii) our ability to develop our drug candidates for potential commercialization, (iv) the timing and success of our clinical trials, (v) the potential use and effectiveness of omadacycline and sarecycline, (vi) data to date and trends not being predictive of future results, and (vii) our clinical trials and product candidates not receiving regulatory approval. These and other risk factors are discussed under “Risk Factors” and elsewhere in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, and our other filings with the Securities and Exchange Commission. We expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein.

Exhibit 99.2

LOGO

Paratek Announces Termination of Tax Benefit Preservation Plan

BOSTON – July 24, 2015 – Paratek Pharmaceuticals, Inc. (NASDAQ: PRTK), a biopharmaceutical company focused on the development and commercialization of innovative therapies based upon tetracycline chemistry, today announced that its tax benefit preservation plan has been amended to accelerate the expiration date to July 22, 2015, effectively terminating the plan as of that date. Stockholders are not required to take any action as a result of this expiration.

In connection with the expiration of the plan, Paratek will be taking routine actions to deregister the related preferred share purchase rights under the Securities Exchange Act of 1934, and to delist the preferred share purchase rights from NASDAQ. These actions are administrative in nature and will have no effect on the Paratek’s common stock, which continues to be listed on NASDAQ.

About Paratek

For more information, visit www.paratekpharm.com.