S-8 1 prtk-s8.htm S-8 prtk-s8.htm

 

 

Registration No. 333-

As filed with the Securities and Exchange Commission on March 15, 2022

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

 

 

PARATEK PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

33-0960223

(State or other jurisdiction of
incorporation or organization)

 

(IRS Employer
Identification No.)

 

 

75 Park Plaza

Boston, MA 02116

(Address of Principal Executive Offices) (Zip Code)

 

 

Paratek Pharmaceuticals, Inc. 2015 Equity Incentive Plan

Paratek Pharmaceuticals, Inc. 2017 Inducement Plan, as amended

(Full titles of the plans)

 

 

Evan Loh, M.D.
Chief Executive Officer
75 Park Plaza

Boston, MA 02116

(Name and address of agent for service)

 

(617) 807-6600

(Telephone number, including area code, of agent for service)

 

 

Please send copies of all communications to:

 

 

 

 

 

 

 

William M. Haskel

Chief Legal Officer, General Counsel and Corporate Secretary

Paratek Pharmaceuticals, Inc.

75 Park Plaza

Boston, MA 02116

(617) 807-6600

 

Thomas J. Danielski

Christopher D. Comeau

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199

(617) 951-7000

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

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 7(a)(2)(B) of the Securities Act.

  

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is being filed to register an additional 2,585,590 shares under the Registrants 2015 Equity Incentive Plan and an additional 750,000 shares under the Registrant’s 2017 Inducement Plan, as amended. Pursuant to Instruction E to Form S-8, the Registrant incorporates by reference, except to the extent supplemented, amended or superseded by the information set forth herein, into this Registration Statement the entire contents of its Registration Statement on Form S-8 (File No. 333-205482) filed with the Securities and Exchange Commission (the SEC) on July 2, 2015, its Registration Statement on Form S-8 (File No. 333-210053) filed with the SEC on March 9, 2016, its Registration Statement on Form S-8 (File No. 333-217660) filed with the SEC on May 4, 2017, its Registration Statement on Form S-8 (File No. 333-218847) filed with the SEC on June 20, 2017, its Registration Statement on Form S-8 (File No. 333-224781) filed with the SEC on May 9, 2018, its Registration Statement on Form S-8 (File No. 333-228218), filed with the SEC on November 6, 2018, its Registration Statement on Form S-8 (File No. 333-230097) filed with the SEC on March 6, 2019, its Registration Statement on Form S-8 (File No. 333-237084) filed with the SEC on March 11, 2020, and its Registration Statement on Form S-8 (File No. 333-254857), filed with the SEC on March 30, 2021.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 

Item 8. Exhibits.

 

 

 

 

 

Incorporated by Reference

Exhibit
Number

 

 

Description

 

Schedule / Form

 

File Number

 

Exhibit

 

Filing Date

 

4.1

 

 

Amended and Restated Certificate of Incorporation of Paratek Pharmaceuticals, Inc.

 

Form 8-K

 

001-36066

 

3.1

 

October 31, 2014

 

 

 

 

 

 

 

4.2

 

 

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Paratek Pharmaceuticals, Inc.

 

Form 8-K

 

001-36066

 

3.2

 

October 31, 2014

 

 

 

 

 

 

 

4.3

 

 

Certificate of Elimination of Series A Junior Participating Preferred Stock.

 

Form 8-K

 

001-36066

 

3.1

 

July 24, 2015

 

 

 

 

 

 

 

4.4

 

 

Amended and Restated Bylaws.

 

Form 8-K

 

001-36066

 

3.1

 

April 16, 2015

 

 

 

 

 

 

 

4.5

 

 

Specimen Common Stock Certificate.

 

Form S-3

 

333-201458

 

4.2

 

January 12, 2015

 

 

 

 

 

 

 

4.6

 

 

2015 Equity Incentive Plan.

 

Form S-8

 

333-205482

 

99.5

 

July 2, 2015

 

 

 

 

 

 

 

4.7

 

 

Form of Stock Option Grant Notice and Option Agreement under the 2015 Equity Incentive Plan.

 

Form S-8

 

333-205482

 

99.6

 

July 2, 2015

 

 

 

 

 

 

 

4.8

 

 

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2015 Equity Incentive Plan.

 

Form S-8

 

333-205482

 

99.7

 

July 2, 2015

 

 

 

 

 

 

 

4.9

 

 

Form of Leadership Team Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2015 Equity Incentive Plan.

 

Form 8-K

 

001-36066

 

10.1

 

August 4, 2017

 

 

 

 

 

 

 

4.10

 

 

Form of Director Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2015 Equity Incentive Plan.

 

Form 10-K

 

001-36066

 

10.6E

 

March 6, 2018

 

 

 

 

 

 

 

4.11

 

 

Form of Director Stock Option Grant Notice and Option Agreement under the 2015 Equity Incentive Plan.

 

Form 10-K

 

001-36066

 

10.6F

 

March 6, 2018

 

 

 

 

 

 

 

4.12

 

 

Paratek Pharmaceuticals 2017 Inducement Plan, as amended

 

Form 10-K

 

   001-36066

 

10.6A

 

March 14, 2022

 


 

 

 

 

 

 

 

 

4.13

 

 

Form of Stock Option Grant Notice and Form of Option Agreement under the 2017 Inducement Plan

 

Form 8-K

 

001-36066

 

10.1

 

June 16, 2017

 

 

 

 

 

 

 

4.14

 

 

Form of Restricted Stock Unit Award Grant Notice and Form of Restricted Stock Unit Award Agreement under the 2017 Inducement Plan

 

Form 8-K

 

001-36066

 

10.1

 

June 16, 2017

 

 

 

 

 

 

 

5.1*

 

 

Opinion of Ropes & Gray LLP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

23.1*

 

 

Consent of Ernst & Young LLP, an independent registered public accounting firm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

23.3*

 

 

Consent of Ropes & Gray LLP (contained in Exhibit 5.1 to this Registration Statement)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24.1

 

 

Power of Attorney (included on the signature page of this Registration Statement)

 

 

 

 

 

 

 

 

 

 

107*

 

 

Filing Fee Table

 

 

 

 

 

 

 

 

________________

 

*

Filed herewith.


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on this 15th day of March, 2022.

 

 

PARATEK PHARMACEUTICALS, INC.

 

 

 

 

By:

/s/ Evan Loh

 

 

Name: Evan Loh, M.D.

 

 

Title: Chief Executive Officer

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Sarah Higgins and William M. Haskel, and each of them acting individually, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 to be filed by Paratek Pharmaceuticals, Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

* * * *

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:


Signature

 

Title

 

Date

 

 

 

 

 

/s/ Evan Loh

 

Chief Executive Officer and Director

 

March 15, 2022

Evan Loh, M.D.

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Sarah Higgins

 

Vice President, Finance and Controller

 

March 15, 2022

Sarah Higgins

 

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

/s/ Michael F. Bigham

 

Executive Chairman and Director

 

March 15, 2022

Michael F. Bigham

 

 

 

 

 

 

 

 

 

/s/ Minnie Baylor-Henry

 

Director

 

March 15, 2022

Minnie Baylor-Henry

 

 

 

 

 

 

 

 

 

/s/ Thomas J. Dietz

 

Director

 

March 15, 2022

Thomas J. Dietz, Ph. D.

 

 

 

 

 

 

 

 

 

/s/ Timothy R. Franson

 

Director

 

March 15, 2022

Timothy R. Franson, M.D.

 

 

 

 

 

 

 

 

 

/s/ Rolf K. Hoffmann

 

Director

 

March 15, 2022

Rolf K. Hoffmann

 

 

 

 

 

 

 

 

 

/s/ Kristine Peterson

 

Director

 

March 15, 2022

Kristine Peterson

 

 

 

 

 

 

 

 

 

 


 

/s/ Robert S. Radie

 

Director

 

March 15, 2022

Robert S. Radie

 

 

 

 

 

 

 

 

 

/s/ Jeffrey Stein

 

Director

 

March 15, 2022

Jeffrey Stein, Ph.D.