On June 15, 2023, Phathom Pharmaceuticals, Inc. (Phathom or the Company) announced that eligible employees and consultants of
Phathom will be invited to participate in a voluntary, one-time stock option exchange program (the Option Exchange) pursuant to which eligible employees and consultants will be able to exchange
outstanding stock options granted under Phathoms 2019 Incentive Award Plan (the 2019 Plan) for a lesser amount of new restricted stock units (RSUs) to be issued under the 2019 Plan. An employee or consultant must remain
with Phathom, and not have provided notice of termination, through the expiration of the Option Exchange to be eligible to participate. No non-employee members of the Board will participate in the Option
Exchange, even if they are also serving as a consultant.
Employees and consultants will receive one RSU for every two shares of Phathom common stock
underlying the eligible options surrendered. This exchange ratio (2-for-1) will be applied on a grant-by-grant basis.
The Option Exchange commenced on June 15, 2023, and will be made pursuant to the
terms and conditions set forth in the Tender Offer Statement on Schedule TO, including the Offer to Exchange Certain Outstanding Stock Options for Restricted Stock Units, and other related materials filed with the Securities and Exchange Commission
(SEC) and sent to eligible participants. At the time the Option Exchange commenced, Phathom provided eligible participants with written materials explaining the terms of the Option Exchange. Eligible participants should read these
written materials carefully because they contain important information about the Option Exchange.
Phathom also filed these written materials with the SEC
as part of a Tender Offer Statement upon commencement of the Option Exchange. These materials are available free of charge at www.sec.gov or by emailing Phathom at stockadmin@phathompharma.com.
Additional Information and Where to Find It
The Company
has filed with the United States Securities and Exchange Commission (the SEC) a tender offer statement on Schedule TO with respect to the Option Exchange, including an offer to exchange, a related letter of transmittal and related
materials. The Option Exchange will only be made pursuant to the offer to exchange, the related letter of transmittal and other related materials filed as part of the issuer tender offer statement on Schedule TO, in each case as may be amended or
supplemented from time to time. This communication is not an offer to buy nor a solicitation of an offer to sell or exchange any securities of the Company. Investors are able to obtain a free copy of these materials and all other documents filed by
the Company with the SEC at the website maintained by the SEC at www.sec.gov. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by the Company under the Investors section of the Companys
website at www.phathompharma.com. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS, INCLUDING THE TENDER OFFER STATEMENT OF THE COMPANY AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE OPTION EXCHANGE THAT
ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO EXCHANGE SECURITIES IN CONNECTION WITH THE OPTION EXCHANGE BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND
CONDITIONS OF THE OPTION EXCHANGE.
Forward-Looking Statements
The statements included above that are not a description of historical facts are forward-looking statements. Words or phrases such as believe,
may, could, will, estimate, continue, anticipate, intend, seek, plan, expect, should, would or similar
expressions are intended to identify forward-looking statements. These forward-looking statements include without limitation statements regarding the Option Exchange. Risks and uncertainties that could cause results to differ from expectations
include: (i) uncertainties as to the timing and terms of the Option Exchange; (ii) the risk that the Option Exchange may not be completed in a timely manner or at all; (iii) the possibility that any or all of the various conditions to
the consummation of the Option Exchange may not be satisfied or waived; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Option Exchange; (v) the effect of the announcement or
pendency of the Option Exchange on the Companys ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, its operating results and business generally
or the trading market for its common stock; (vi) risks related to the Option Exchange diverting managements attention from the Companys ongoing business operations; (vii) the risk that stockholder litigation in connection with
the Option Exchange may result in significant costs of defense, indemnification and liability; (viii) the Companys ability to achieve the benefits contemplated by the Option Exchange; and (ix) risks and uncertainties pertaining to
the Companys business, including the risks and uncertainties detailed in the Companys Annual Report on Form 10-K for the year ended December 31, 2022 and its other filings with the SEC, as
well as the tender offer materials to be filed by the Company in connection with the Option Exchange.
You are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and the Company undertakes no obligation to revise or update these statements to
reflect events or circumstances after the date hereof, except as required by law.