SEC Form SC 13D/A filed by Paratek Pharmaceuticals Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)¹

Paratek Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

699374302

(CUSIP Number)

D.C. SAUTER, GENERAL COUNSEL

NEXPOINT ADVISORS, L.P.

300 Crescent Court, Suite 700

Dallas, Texas 75201

ELIZABETH GONZALEZ-SUSSMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 27, 2023

(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 ☒.

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.

1              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).

This Amendment No. 1 (this “Amendment No. 1”) to the Schedule 13D originally filed on March 30, 2023 by the undersigned (the “Schedule 13D”) is being filed by the undersigned to amend the Schedule 13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined is as set forth in the Schedule 13D.

Item 4 is hereby amended to add the following:

On June 27, 2023, the Reporting Persons issued a press release and open letter (the “Letter”) to the Board of Directors of the Issuer (the “Board”) announcing their intent to withhold their vote at the Issuer’s upcoming 2023 annual meeting of stockholders scheduled to be held on July 6, 2023 (the “Annual Meeting”) against all three Board members up for election. In the Letter, the Reporting Persons note their reasons for withholding their votes, including their serious concerns with the Board’s lack of oversight in holding management accountable despite years of underperformance. The Letter further states that the Reporting Persons intend to carefully scrutinize the Board’s process in approving the proposed acquisition of the Issuer by Gurnet Point Capital, LLC and Novo Nordisk Foundation (the “Proposed Acquisition”) once the Issuer makes additional information available, and may vote against the Proposed Acquisition if the information provided does not demonstrate a robust sale process to justify the proposed purchase price, which upon preliminary review appears to grossly overcompensate the Issuer’s leadership to the detriment of the Issuer’s stockholders. The full text of the Letter is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7 is hereby amended to add the following exhibits:

SIGNATURES

After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 27, 2023