8-K

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): April 11, 2018

PARATEK PHARMACEUTICALS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-36066	33-0960223
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
75 Park Plaza Boston, MA		02116
(Address of principal executive offices)		(Zip Code)

(617) 807-6600

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

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:

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐ 

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

Departure of Director

On April 11, 2018, Richard J. Lim, a Class III director, voluntarily resigned from the Board of Directors (the “Board”) of Paratek Pharmaceuticals, Inc. (the “Company”), effective as of April 11, 2018. Mr. Lim’s resignation is not due to a disagreement with the Company, the Board or management on any matter relating to the Company’s operations, policies or practices.

Appointment of Director

On April 11, 2018, to fill the vacancy created by Mr. Lim’s resignation, the Board appointed Rolf K. Hoffmann to the Board, effective as of April 11, 2018. Mr. Hoffmann will be a Class III director and will hold office until the 2018 annual meeting of stockholders and until his successor is elected and qualified. The Board has not appointed Mr. Hoffmann to any Board committee at this time.

Mr. Hoffmann will receive compensation from the Company for his service as a director in accordance with the Company’s non-employee director compensation policy, including an annual director fee of $45,000. Additionally, pursuant to the Company’s non-employee director compensation policy and 2015 Equity Incentive Plan, Mr. Hoffmann will receive an initial grant on April 30, 2018 of (i) stock options to purchase 10,000 shares of the Company’s common stock and (ii) restricted stock units representing 15,000 shares of the Company’s common stock. Furthermore, it is expected that he will receive equity compensation in subsequent years pursuant to the non-employee director compensation policy, subject to his continued service as a director of the Board.

In accordance with the Company’s customary practice, the Company has entered into an indemnification agreement with Mr. Hoffmann, which requires the Company to indemnify Mr. Hoffmann against certain liabilities that may arise in connection with his status or service as a director. The indemnification agreement also provides for an advancement of expenses incurred by Mr. Hoffmann in connection with any proceeding relating to his status as a director. The foregoing description is qualified in its entirety by the full text of the form of indemnification agreement, which was filed with the Securities and Exchange Commission as Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed on March 9, 2016 and which is incorporated herein by reference.

There is no arrangement or understanding between Mr. Hoffmann and any other person pursuant to which Mr. Hoffmann was selected as a director. Prior to his appointment as director, the Company entered into a Consulting Agreement, dated June 1, 2017, with Mr. Hoffmann (the “Consulting Agreement”) for a term of one year, pursuant to which the Company agreed to pay Mr. Hoffmann $40,000 and reimburse pre-approved expenses in connection with the provision of consulting and advisory services by Mr. Hoffmann. Additionally, pursuant to the Consulting Agreement and the Company’s 2015 Equity Incentive Plan, the Company granted Mr. Hoffmann (i) stock options to purchase 12,000 shares of the Company’s common stock and (ii) restricted stock units representing 3,500 shares of the Company’s common stock.

A press release announcing Mr. Hoffmann’s appointment to the Board is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number	Description
99.1	Paratek Pharmaceuticals, Inc. Press Release dated April 13, 2018

SIGNATURES

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 hereunto duly authorized.

	PARATEK PHARMACEUTICALS, INC.
Date: April 13, 2018	By:	/s/ William M. Haskel
		William M. Haskel
		Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

Paratek Appoints Rolf K. Hoffman to Company’s Board of Directors

-- Led U.S. and International Commercial Operations at Amgen Inc.--

BOSTON, April 13, 2018 -- Paratek Pharmaceuticals, Inc. (Nasdaq:PRTK), a biopharmaceutical company focused on the development and commercialization of innovative therapies based upon tetracycline chemistry, today announced the appointment on April 11, 2018 of Rolf K. Hoffman, a global biopharmaceutical industry executive with more than three decades of experience, to the Company’s board of directors. At the same time, long-time director Richard Lim stepped down from the board effective April 11, 2018.

“On behalf of the Board of Directors and management, we are delighted to welcome Rolf to Paratek. His broad pharmaceutical experience over the past three decades, including with antibiotics, significantly complements our existing board and adds proven U.S. and international commercial experience as we prepare for the launch of omadacycline. With our NDA submissions recently accepted for review by the FDA for this important new antibiotic, Rolf’s insights will be invaluable as we move into this exciting next phase for the company,” said Michael Bigham, Chairman of the Board and Chief Executive Officer, Paratek.

Bigham continued, “With Rolf’s appointment, we express our sincere appreciation and gratitude to Rich Lim, whose enthusiasm and steadfast support for the Company has been critical to our emergence as a public company and the successful development of our lead product candidate, omadacycline. Rich was instrumental in helping to guide the Company to the prospective approval of omadacycline and our ongoing preparations for potential commercial launch. We are truly grateful for his many contributions.”

Mr. Hoffman brings significant experience in pharmaceutical commercial strategy and operations to the Paratek board, having served in several senior commercial management roles over the course of his career. Most recently, Mr. Hoffman spent 12 years at Amgen, including as Senior Vice President, International Commercial Operations and Senior Vice President, U.S. Commercial Operations. Prior to that, he held several senior global roles at Eli Lilly and Company including President, Latin America and General Manager in Germany and South Africa. Mr. Hoffman is currently Chairman of Biotest AG, serves on the Board of Directors of Europe’s largest biotechnology company Genmab AG, and is a Director of San Francisco-based Trigemina, Inc. Mr. Hoffman was also recently appointed to the board of specialty pharmaceutical company EUSA Pharma. In addition, Mr. Hoffman is an adjunct professor for Strategy and Entrepreneurship at the University of North Carolina at Chapel Hill where he earned his Master’s in Business Administration.

“There is not a more exciting time to be at a pharmaceutical company than during launch preparations for a lead product,” remarked Mr. Hoffman. “Paratek has built a solid foundation and professionally executed on their development strategy for omadacycline. I am delighted to help guide the Company as they make this important transition to a commercial stage organization.”

About Paratek Pharmaceuticals, Inc.

Paratek Pharmaceuticals, Inc. is a biopharmaceutical company focused on the development and commercialization of innovative therapies based upon its expertise in novel tetracycline chemistry. The Company’s lead product candidate, omadacycline, is an investigational new, once-daily oral and

intravenous broad-spectrum antibiotic being developed for the treatment of serious community-acquired bacterial infections, including community-acquired bacterial pneumonia (CABP), acute bacterial skin and skin structure infections (ABSSSI), and urinary tract infections (UTI). Omadacycline has been granted Qualified Infectious Disease Product designation and Fast Track status by the U.S. Food and Drug Administration (FDA) for the target indications of ABSSSI, CABP, uncomplicated urinary tract infections (uUTI) and complicated urinary tract infections (cUTI). Paratek’s New Drug Applications have been accepted for priority review by the U.S. FDA and the Company is preparing a marketing authorization in the European Union. Paratek has entered into a collaboration agreement with Zai Lab for the development and commercialization of omadacycline in the greater China region and retains all remaining global rights.Under a research agreement with the U.S. Department of Defense, omadacycline also is being studied against pathogenic agents causing infectious diseases of public health and biodefense importance, including plague and anthrax.Paratek's second Phase 3 product candidate, SEYSARA™ (sarecycline), is being developed by Allergan in the U.S. as a new once-daily oral therapy for the treatment of acne. Allergan has completed Phase 3 development activities for Seysara and its new drug application was accepted for review by the U.S. FDA in December 2017. Paratek retains all ex-U.S. rights to sarecycline.

Recognizing the serious threat of bacterial infections, Paratek is dedicated to providing solutions that enable positive outcomes and lead to better patient stories.

For more information, visit www.ParatekPharma.com or follow @ParatekPharma on Twitter. 

Forward Looking Statements

This press release contains forward-looking statements including statements related to our overall strategy, product candidates, prospects, potential and expected results, including statements about the  development, launch and commercialization of omadacycline, the potential for omadacycline to treat ABSSSI, CABP, UTI and other serious community-acquired bacterial infections, the prospect of omadacycline providing broad-spectrum activity, our ability to obtain regulatory approval of omadacycline and our anticipated transition to a commercial stage organization. All statements, other than statements of historical facts, included in this press release are forward-looking statements, and are identified by words such as “potential,” “prospective,” “prepare” 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. These and other risk factors are discussed under "Risk Factors" and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2017, 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.

CONTACT:

Investor and Media Relations:Ben Strain617-807-6688ir@ParatekPharma.com