UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form10-K/A
Amendment No. 1
| ☒ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended: December 31, 2016
or
| ☐ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission file number:001-36066
PARATEK PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 33-0960223 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
75 Park Plaza
Boston, MA 02116
(617)807-6600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of exchange on which registered | |
| Common Stock, par value $0.001 per share | The NASDAQ Global Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the common stock of the registrant held bynon-affiliates of the registrant on June 30, 2016, the last business day of the registrant’s second fiscal quarter was: $259,770,210.
As of February 28, 2017 there were 24,286,212 shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for the registrant’s 2017 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days of the registrant’s year ended December 31, 2016 are incorporated herein by reference into Part III of this Annual Report on Form10-K.
EXPLANATORY NOTE – EXHIBIT FILING ONLY
Paratek Pharmaceuticals, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Annual Report onForm 10-K for the year ended December 31, 2016 (the “Form10-K”), originally filed on March 2, 2017. This Amendment is an exhibit-only filing in response to comments received from the Securities and Exchange Commission regarding a request for confidential treatment of certain portions of Exhibits 10.27, 10.28 and 10.29 originally filed with the Form10-K. This Amendment is being filed solely tore-file Exhibits 10.27, 10.28 and 10.29 based on Commission comments. In addition, as required by Rule12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment.
This Amendment is limited in scope to the items identified above and should be read in conjunction with the Form10-K. This Amendment does not reflect events occurring after the filing of the Form10-K and no revisions are being made to the Company’s financial statements pursuant to this Amendment. Other than the filing of the information identified above, this Amendment does not modify or update the disclosure in the Form10-K in any way.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on the 5th day of May, 2017.
| Paratek Pharmaceuticals, Inc. | ||
| By: | /s/ Michael F. Bigham | |
Michael F. Bigham Chairman and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Michael F. Bigham | Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) | May 5, 2017 | ||
| Michael F. Bigham | ||||
/s/ Douglas W. Pagán | Chief Financial Officer (Principal Financial and Accounting Officer) | May 5, 2017 | ||
| Douglas W. Pagán | ||||
* | �� | President, Chief Operating Officer, Chief Medical Officer and Director | May 5, 2017 | |
| Evan Loh, M.D. | ||||
* | Director | May 5, 2017 | ||
| Thomas J. Dietz, Ph.D. | ||||
* | Director | May 5, 2017 | ||
| Timothy R. Franson, M.D. | ||||
* | Director | May 5, 2017 | ||
| Richard J. Lim | ||||
* | Director | May 5, 2017 | ||
| Kristine Peterson | ||||
* | Director | May 5, 2017 | ||
| Robert S. Radie | ||||
* | Director | May 5, 2017 | ||
| Jeffrey Stein, Ph.D. | ||||
| *By: | /s/ Douglas W. Pagán | |
| Douglas W. Pagán | ||
| Attorney-in-fact |
EXHIBIT INDEX
Exhibit No. | Exhibit Description | |
| 10.27*^ | Manufacturing and Services Agreement by and between the Company and Almac Pharma Services Limited, dated as of December 30, 2016. | |
| 10.28*^ | Manufacturing and Services Agreement by and between the Company and CIPAN - Companhia Industrial Produtora de Antibióticos, S.A., dated as of November 2, 2016. | |
| 10.29*^ | Outsourcing Agreement by and between the Company and CARBOGEN AMCIS AG, dated as of December 30, 2016. | |
| 31.1* | Certification of the Company’s Chief Executive Officer pursuant to Rule13a-14(a) and Rule15d-14(a) of the Securities and Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of the Company’s Chief Financial Officer pursuant to Rule13a-14(a) and Rule15d-14(a) of the Securities and Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1* | Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2* | Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| * | Filed herewith. |
| ^ | Confidential treatment has been requested as to certain portions, which portions have been omitted and submitted separately to the Securities and Exchange Commission. |
