BEFORE MAKING ANY VOTING DECISION, THE COMPANYS STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND
THE SCHEDULE 13E-3 IN THEIR ENTIRETY AND ANY OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.
Any vote in respect of resolutions to be proposed at a stockholder meeting of the Company to approve the proposed transaction or related matters, or other
responses in relation to the proposed transaction, should be made only on the basis of the information contained in the Proxy Statement. Stockholders may obtain a free copy of the Proxy Statement, the Schedule
13e-3 and other documents the Company files with the SEC (when available) through the website maintained by the SEC at www.sec.gov. The Company makes available free of charge on its investor relations website
at www.paratekpharma.com/investor-relations copies of materials it files with, or furnishes to, the SEC.
The proposed transaction will be implemented
solely pursuant to the Agreement and Plan of Merger, dated as of June 6, 2023, among the Company, Merger Sub and Resistance Acquisition, Inc., which contains the full terms and conditions of the proposed transaction. The proposed transaction
will be implemented solely pursuant to the Merger Agreement, which contains the full terms and conditions of the proposed transaction.
Cautionary
Statement Regarding Forward Looking Statements
This Current Report on form 8-K includes forward-looking
statements that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those implied by the forward-looking statements. All statements other than statements of historical fact are statements
that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of Paratek Pharmaceuticals, Inc. (the Company) and members of its senior management team and can typically be
identified by words such as believe, expect, estimate, predict, target, potential, likely, continue, ongoing, could,
should, intend, may, might, plan, seek, anticipate, project and similar expressions, as well as variations or negatives of these words. Forward-looking
statements include, without limitation, statements regarding the proposed transaction, similar transactions, prospective performance, future plans, events, expectations, performance, objectives and opportunities and the outlook for the
Companys business; the commercial success of the Companys products; the timing of and receipt of filings and approvals relating to the proposed transaction; the expected timing of the completion of the proposed transaction; the ability
to complete the proposed transaction considering the various closing conditions; and the accuracy of any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties.
Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing of the merger; uncertainties as to how many of the Companys stockholders
will vote their stock in favor of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the Agreement and Plan of Merger, dated as of June 6, 2023, among the Company,
Resistance Merger Sub, Inc. (Merger Sub) and Resistance Acquisition, Inc. (the Merger Agreement), including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement; the
ability of the parties to consummate the proposed transaction on a timely basis or at all; the satisfaction of the conditions precedent to the consummation of the proposed transaction, including the ability to secure stockholder approval on the
terms expected, at all or in a timely manner; the effects of the transaction (or the announcement or pendency thereof) on relationships with associates, customers, manufacturers, suppliers, employees (including the risks relating to the ability to
retain or hire key personnel), other business partners or governmental entities; transaction costs; the risk that the merger will divert managements attention from the Companys ongoing business operations or otherwise disrupt the
Companys ongoing business operations; changes in the Companys businesses during the period between now and the closing; certain restrictions during the pendency of the proposed transaction that may impact the Companys ability to
pursue certain business opportunities or strategic transactions; risks associated with litigation relating to the proposed transaction; the Companys ability to continue as a going concern; the Companys ability to maintain or expand
regulatory approvals or commercialize the Companys products; the results of any ongoing or future clinical trials may not satisfy U.S. or non-U.S. regulatory authorities; the regulatory approval process
is expensive, time consuming and uncertain; the Companys dependence on the commercialize success of NUZYRA and, to a lesser extent, SEYSARA; the Companys dependence on funding from BARDA; the Companys substantial indebtedness; risk
associated with litigation; the uncertainty associated with the current worldwide economic conditions and the continuing impact on economic and financial conditions in the United States and around the world, including as a result of COVID-19, rising inflation, increasing interest rates, natural disasters, military conflicts, including the conflict between Russia and Ukraine, terrorist attacks and other similar matters, and other risks and
uncertainties detailed from time to time in documents filed with the SEC by the Company, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual
reports on Form 10-K. All forward-looking statements are based on information currently available to the Company and the Company assumes no obligation to update any forward-looking statements, whether as a
result of new information, future developments or otherwise, except as may be required by applicable law. The information set forth herein speaks only as of the date hereof.