Paratek Pharmaceuticals
Annual Report 2015

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549 FORM 12b-25 Commission File Number: 001-36066CUSIP Number: 699374302NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2014 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR ¨ For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. Please Print or Type.Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: PART I — REGISTRANT INFORMATIONParatek Pharmaceuticals, Inc.Full Name of RegistrantN/AFormer Name if Applicable75 Kneeland StreetAddress of Principal Executive Office (Street and Number)Boston, MA 02111City, State and Zip Code PART II — RULES 12b-25(b) AND (c)If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the followingshould be completed. (Check box if appropriate.) x (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portionthereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition reporton Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following theprescribed due date; and (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. PART III — NARRATIVEState below in reasonable detail why the Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report portion thereof could not be filedwithin the prescribed time period.As of March 31, 2015, the filing deadline for its Annual Report on Form 10-K for 2014 (“Annual Report”), Paratek Pharmaceuticals, Inc. (the“Company”) had not finished its analysis of the impact of the ruling rendered on March 27, 2015 by the United States District Court, District of New Jersey inthe case of Purdue Pharmaceuticals Products L.P. et al. v. Actavis Elizabeth LLC et al. upon its financial statements and related disclosures. Please see theCurrent Report on Form 8-K, dated March 27, 2015 and filed with the Securities and Exchange Commission on March 31, 2015 for further informationregarding the ruling in this litigation. The Company does not currently expect that this ruling will materially and adversely affect its financial condition orits business. The Company intends to file the Annual Report as soon as practicable, and expects to do so on or before the fifteenth calendar day following thedue date of the Annual Report. PART IV — OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Douglas W. Pagan 617 275-0040(Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment CompanyAct of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no,identify report(s). x Yes ¨ No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by theearnings statements to be included in the subject report or portion thereof? x Yes ¨ NoIf so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonableestimate of the results cannot be made.The Company’s expects to report in the Annual Report the following operating results for the year ended December 31, 2014:Revenue. Revenue for the year ended December 31, 2014 was $4.3 million compared to $478,000 for the year ended December 31, 2013.Operating Expenses. Total operating expenses were $12.1 million for the year ended December 31, 2014 compared to $8.0 million for the year endedDecember 31, 2013. The increase in operating expenses was related to higher regulatory and development costs incurred in connection with its productcandidates, higher general and administrative costs and $1.3 million in merger related costs.Operating and Net Loss. Operating losses were $7.8 million for the year ended December 31, 2014 compared to $7.5 million for year ended December31, 2013. Increased operating expenses realized during the year ended December 31, 2014 compared to year ended December 31, 2013 were theprimary drivers for the higher operating losses offset by higher research and collaboration revenue. Net loss for the year ended December 31, 2014 was$19.8 million, or $7.82 per diluted share, compared to a net loss of $11.4 million, or $185.13 per diluted share, for the year ended December 31, 2013.The increase in net loss was primarily attributable to a $9.0 million loss on exchange of non-convertible notes for common stock. The decrease in netloss per share reflects the conversion of outstanding shares of preferred stock into shares of common stock in connection with the business combinationthe Company consummated on October 30, 2014.Cash and Cash Equivalents. As of December 31, 2014, the Company had cash and cash equivalents of $95.9 million compared to $1.2 million as ofDecember 31, 2013.Forward-Looking StatementsExcept for the historical statements contained herein, this notification includes forward-looking statements within the meaning of Section 21E of theExchange Act, including statements regarding the Company’s anticipated financial results and condition and the estimated timing for the filing of theCompany’s Annual Report. Actual results could differ materially from these forward-looking statements as a result of certain factors, including, withoutlimitation: the Company’s, or its independent registered public accounting firm’s, inability to complete the work required to file Annual Report in thetimeframe that is anticipated or due to unanticipated changes being required in its reported operating results; risks related to the Company’s ability tofinalize the financial statements to be included in the Annual Report, including those related to the need to; as well as other risks detailed in Paratek’sfilings with the Securities and Exchange Commission, including under the heading “Risk Factors” in Paratek’s Form S-4 (Registration No. 333-198464), filed with the SEC on August 29, 2014. The Company disclaims any obligation or undertaking to update or revise any forward-lookingstatements contained in this notification. Paratek Pharmaceuticals, Inc.(Name of Registrant as Specified in Charter)has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 31, 2015 By: /s/ Douglas W. Pagan Name: Douglas W. PaganTitle: Chief Financial OfficerINSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of theperson signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative(other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form. ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). 

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