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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under the Securities Exchange Act of 1934
(Amendment No. )*
Paratek Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0,001 par value per share
(Title of Class of Securities)
699374302
(CUSIP Number)
HBM Healthcare Investments (Cayman) Ltd.
Centennial Towers, 3rd Floor
2454 West Bay Road
Grand Cayman, Cayman Islands
Telephone: (345) 946-8002
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 30. 2014
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 699374302 | |||||
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Name of Reporting Persons | |||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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SEC Use Only | |||
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Source of Funds (See Instructions) | |||
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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Citizenship or Place of Organization | |||
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Sole Voting Power | |||
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Shared Voting Power | ||||
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Sole Dispositive Power | ||||
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Shared Dispositive Power | ||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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Percent of Class Represented by Amount in Row (11) | |||
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Type of Reporting Person (See Instructions) | |||
(1) Includes 3,202 shares of Common Stock underlying warrants which are exercisable within 60 days of the date of this filing.
(2) This percentage is calculated based upon 14,417,936 shares of the Issuers Common Stock outstanding as of October 30, 2014 as disclosed by the Issuer in its Current Report on Form 8-K filed on October 31, 2014.
Item 1. Security and Issuer.
This Schedule 13D (this Schedule 13D) relates to the common stock, par value $0.001 per share (the Common Stock), of Paratek Pharmaceuticals, Inc. (the Issuer). The Common Stock is listed on the NASDAQ Global Select Market under the ticker symbol PRTK. The Issuers principal executive office is located at 75 Kneeland Street, Boston, MA 02111.
Item 2. Identity and Background
(a) The entity filing this statement is HBM Healthcare Investments (Cayman) Ltd. (HBM).
(b) The address of the principal place of business for HBM is Governors Square, Suite #4-212-2, 23 Lime Tree Bay Ave., West Bay Road, Grand Cayman, Cayman Islands.
(c) HBM is an offshore venture capital investment entity that is engaged in the principal business of acquiring, holding and disposing of interests in various emerging growth companies for investment purposes.
(d) During the last five years, HBM has not been convicted in any criminal proceeding.
(e) During the last five years, HBM has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) HBM is an entity duly organized and existing under the laws of the Cayman Islands, British West Indies.
Item 3. Source and Amount of Funds or Other Consideration
In connection with the consummation of the business combination between Transcept Pharmaceuticals, Inc. (Transcept) and Paratek Pharmaceuticals, Inc. (Paratek), and in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of June 30, 2014, by and among Transcept, Paratek, Tigris Merger Sub, Inc., a wholly owned subsidiary of Transcept (Merger Sub), and Tigris Acquisition Sub, LLC (Merger LLC), pursuant to which Merger Sub merged with and into Paratek, with Paratek surviving as a wholly owned subsidiary of the Issuer (the Merger), HBM received an aggregate of 1,768,260 shares of Common Stock of the Issuer (which included warrants to purchase 3,202 shares of Common Stock of the Issuer) in exchange for all of its equity securities in Paratek.
Item 4. Purpose of Transaction
HBM acquired the shares of Common Stock and the warrant to purchase shares of Common Stock pursuant to the Merger.
HBM from time to time intends to review its investment in the Issuer on the basis of various factors, including the Issuers business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Common Stock of the Issuer in particular, as well as other developments and other investment opportunities. Based upon such review, HBM will take such actions with respect to its shares of Issuers capital stock as it deems appropriate, including, without limitation, purchasing and selling shares of Common stock; taking any action to further change the composition of the Issuers board of directors; and taking any other actions with respect to the Issuer or any of its securities in any manner permitted by law.
Item 5. Interest in Securities of the Issuer
(a) (b) As of this date of this filing, HBM directly beneficially owns 1,771,462 shares of Common Stock, as a result of its beneficial ownership of (i) 1,768,260 shares of Common Stock; and (ii) 3,202 shares of Common Stock that may be purchased upon the exercise of a warrant that is exercisable within 60 days of the date of this report. The aggregate number represents approximately 12.28% of the total shares of the Common Stock currently outstanding.
(c) Inapplicable, except as otherwise disclosed herein.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Lock-up Agreement
The shares of Common Stock of the Issuer held of record by HBM are subject to a lock-up agreement pursuant to which each such record holder has agreed, except in limited circumstances, not to sell or transfer, or engage in swap or similar transactions with respect to, shares of the Common Stock, including, as applicable, shares received upon the exercise of warrants referred to above for a period of 90 days following the completion of the Merger on October 30, 2014.
Other than as described in this Schedule 13D, to the best of HBMs knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
Exhibit 1 Form of Lock-up Agreement
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: November 11, 2014 |
HBM HEALTHCARE INVESTMENTS (CAYMAN) LTD. | |
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By: |
/s/ Jean-Marc Lesieur |
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Name: Jean-Marc Lesieur | |
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Title: Director |
Exhibit 1
LOCK-UP AGREEMENT
, 2014
[Stockholder]
[Address]
[Address]
Ladies and Gentlemen:
Reference is hereby made to that certain Agreement and Plan of Merger and Reorganization, dated as of June 30, 2014 (as the same may be amended from time to time, the Merger Agreement), by and among Transcept Pharmaceuticals, Inc., a Delaware corporation (the Company), Tigris Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Tigris, Tigris Acquisition Sub, LLC, a Delaware limited liability company, and Paratek Pharmaceuticals, Inc., a Delaware corporation. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
In consideration of the Companys agreement to issue the undersigned shares of Tigris Common Stock in exchange for shares of Potomac Common Stock held or to be issued to the undersigned following the date hereof and prior to the Effective Time, and in connection with the consummation of the transactions contemplated by the Merger Agreement, the undersigned hereby agrees that, without the prior written consent of the Company, the undersigned will not, subject to the exceptions set forth in this letter agreement, during the period commencing on the Effective Time and ending 90 days after the Closing Date (the Restricted Period), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Tigris Common Stock or any securities convertible into or exercisable or exchangeable for Tigris Common Stock (including without limitation, Tigris Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively, the Undersigneds Shares), (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Tigris Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Tigris Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Tigris Common Stock or any security convertible into or exercisable or exchangeable for Tigris Common Stock, in each case other than (A) transfers of the Undersigneds Shares as a bona fide gift or gifts, (B) transfers or dispositions of the Undersigneds Shares to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (C) transfers or dispositions of the Undersigneds Shares to any corporation, partnership, limited liability company or other entity, all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned, (D) transfers or dispositions of the Undersigneds Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (E)
transfers of the Undersigneds Shares to partners, members or stockholders of the undersigned, or to another partnership, limited liability company, corporation or other business entity that controls, is controlled by or is under common control with the undersigned and (F) transfers that occur by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; provided that in the case of any transfer or distribution pursuant to clause (A), (B), (C), (D), (E) or (F), each transferee, donee or distributee shall execute and deliver to the Company a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer, disposition or distribution pursuant to clause (A), (B), (C), (D), (E) or (F), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the Exchange Act), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than filings made in respect of involuntary transfers or dispositions or a filing on a Form 5 made after the expiration of the Restricted Period) and any such transfer or distribution shall not involve a disposition for value. For purposes of this letter agreement, immediate family shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.
Furthermore, notwithstanding the restrictions imposed by this letter agreement, the undersigned may, without the prior written consent of the Company, (i) exercise an option (including a net or cashless exercise of an option) to purchase shares of Tigris Common Stock, and transfer shares of Tigris Common Stock to the Company to cover tax withholding obligations of the undersigned in connection with any such option exercise, provided that the underlying shares of Tigris Common Stock shall continue to be subject to the restrictions on transfer set forth in this letter agreement, (ii) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Tigris Common Stock, provided that such plan does not provide for any transfers of Tigris Common Stock during the Restricted Period, and (iii) transfer or dispose of shares of Tigris Common Stock acquired on the open market following the Closing Date, provided that, with respect to each of (i) (ii) above, no filing under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or disposition during the Restricted Period (other than in respect of a required filing under the Exchange Act in connection with the exercise of an option to purchase Tigris Common Stock following such individuals termination of employment with the Company that would otherwise expire during the Restricted Period, provided that reasonable notice shall be provided to the Company prior to any such filing, and provided further that, for the avoidance of doubt, the underlying shares of Tigris Common Stock shall continue to be subject to the restrictions on transfer set forth in this letter agreement).
In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this letter agreement.
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.
In the event that any holder of the Companys securities that is subject to a substantially similar letter agreement entered into by such holder, other than the Company or the undersigned, is permitted by the Company to sell or otherwise transfer or dispose of shares of Tigris Common Stock for value other than as permitted by this or a substantially similar letter agreement entered into by such holder, the same percentage of shares of Tigris Common Stock held by the
undersigned (the Pro-rata Release) shall be immediately and fully released on the same terms from any remaining restrictions set forth herein; provided, however, that such Pro-rata Release shall not be applied unless and until permission has been granted by the Company to an equity holder or equity holders to sell or otherwise transfer or dispose all or a portion of such equity holders shares of Tigris Common Stock in an aggregate amount of 1% of the number of shares of Tigris Common Stock originally subject to a substantially similar letter agreement.
The undersigned understands that if the Merger Agreement is terminated for any reason, the undersigned shall be released from all obligations under this letter agreement. The undersigned understands that the Company is proceeding with the transactions contemplated by the Merger Agreement in reliance upon this letter agreement.
This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.
(Signature Page Follows)
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[Signature Page to Lock-up Agreement]