This Tender Offer Statement on Schedule TO relates to an offer by Phathom Pharmaceuticals, Inc., a
Delaware corporation (“Phathom” or the “Company”), to exchange (the “Option Exchange”) outstanding eligible stock options (“eligible options”) to purchase up to an aggregate of 2,427,122 shares of
Phathom’s common stock, whether vested or unvested, that were granted under Phathom’s 2019 Incentive Award Plan (the “2019 Plan”).
These eligible options may be exchanged for a lesser number of new restricted stock units (“RSUs”) to be granted under the 2019 Plan upon the terms
and subject to the conditions set forth in the Offer to Exchange Certain Outstanding Stock Options for Restricted Stock Units dated June 15, 2023 (the “Offer to Exchange”), attached hereto as Exhibit (a)(1)(i), the Election Terms and
Conditions, attached hereto as Exhibit (a)(1)(v), the other exhibits hereto, and other related materials as may be amended or supplemented from time to time.
These documents, as they may be amended or supplemented from time to time, together constitute the “Disclosure Documents.” Employees or consultants
of Phathom who are eligible for the Option Exchange include employees or consultants who continue to provide services as of the commencement date of the Option Exchange and who remain eligible employees or consultants through the completion date of
the Option Exchange, as further described in the Disclosure Documents. Non-employee members of Phathom’s board of directors are not eligible to participate in the Option Exchange, even if they are also
serving as a consultant to Phathom.
The information in the Disclosure Documents, including in all schedules and annexes to the Disclosure Documents, is
incorporated herein by reference to answer the items required in this Schedule TO.
| ITEM 1 |
SUMMARY TERM SHEET. |
The information set forth under the caption “Summary Term Sheet and Questions and Answers” in the Offer to Exchange is incorporated herein by
reference.
| ITEM 2 |
SUBJECT COMPANY INFORMATION. |
(a) Name and Address. Phathom Pharmaceuticals, Inc., a Delaware corporation (“Phathom”), is the issuer of the securities subject to the Offer
to Exchange. Phathom maintains its principal executive offices at 100 Campus Drive, Suite 102, Florham Park, New Jersey, 07932. Phathom’s telephone number is (877) 742-8466.
(b) Securities. The subject class of securities consists of the eligible options. The actual number of shares of common stock subject to the RSUs to be
issued in the Option Exchange will depend on the number of shares of common stock subject to the unexercised options tendered by eligible employees and consultants and accepted for exchange and cancelled. The information set forth in the Offer to
Exchange under the captions “Summary Term Sheet and Questions and Answers,” “Risks of Participating in the Option Exchange,” and Sections 2, 6 and 9 of the Offer to Exchange under the caption “The Offer to Exchange”
entitled “Types of Awards Granted in the Option Exchange; Number of New RSUs; Completion Date,” “Acceptance of Options for Exchange; Grant of New RSUs,” and “Source and Amount of Consideration; Terms of New RSUs” is
incorporated herein by reference.
(c) Trading Market and Price. The information set forth in Section 8 of the Offer to Exchange under
the caption “The Offer to Exchange” entitled “Price Range of Shares Underlying the Options” is incorporated herein by reference.
| ITEM 3 |
IDENTITY AND BACKGROUND OF FILING PERSON. |
Phathom is both the filing person and the issuer. The information set forth under Item 2(a) above is incorporated herein by reference. Pursuant to General
Instruction C to Schedule TO, the information set forth on Schedule A to the Offer to Exchange is incorporated herein by reference.