SEC Form POS AM filed by Paratek Pharmaceuticals Inc.
As filed with the Securities and Exchange Commission on September 21, 2023
Registration No. 333-271780
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO:
FORM S-3
REGISTRATION STATEMENT
NO. 333-271780
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) |
(I.R.S. Employer Identification No.) |
75 Park Plaza
Boston, Massachusetts 02116
(617) 807-6600
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Evan Loh, M.D.
Chief Executive Officer
Paratek Pharmaceuticals, Inc.
75 Park Plaza
Boston, Massachusetts 02116
(617) 807-6600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter N. Handrinos
Leah R. Sauter
Elisabeth M. Martin
Latham & Watkins LLP
200 Clarendon Street
Boston, MA 02116
(617) 880-4500
Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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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. ☐
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment relates to the following Registration Statement on Form S-3 (the “Registration Statement”) filed by Paratek Pharmaceuticals, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”), to deregister any and all securities, registered but unsold or otherwise unissued as of the date hereof under the Registration Statement:
| • | Registration No. 333-271780, filed with the Commission on May 9, 2023, registering the sale of up to (a) $250,000,000 of (i) shares of Common Stock, (ii) shares of Preferred Stock, (iii) debt securities, (iv) warrants to purchase Common Stock, Preferred Stock and debt securities and (v) units. |
Pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 6, 2023, among the Registrant, Resistance Acquisition, Inc., a Delaware corporation (“Parent”), and Resistance Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub was merged with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving corporation and a wholly owned subsidiary of Parent. The Merger became effective on September 21, 2023.
As a result of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of its securities pursuant to the Registration Statement and, in accordance with undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering, hereby removes and withdraws from registration all securities registered pursuant to the Registration Statement that remain unsold as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on September 21, 2023.
| PARATEK PHARMACEUTICALS, INC. | ||
| By: | /s/ Evan Loh | |
| Name: | Evan Loh, M.D. | |
| Title: | Chief Executive Officer | |
Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.