As filed with the Securities and Exchange Commission on March 25, 2019
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Iterum Therapeutics plc
(Exact Name of Registrant as Specified in Its Charter)
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Ireland
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98-1283148
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Block 2 Floor 3, Harcourt Centre,
Harcourt Street,
Dublin
2,
Ireland
(Address of Principal Executive Offices) (Zip Code)
Iterum Therapeutics plc 2018 Equity Incentive Plan
(Full Title of the Plan)
Corey Fishman
President
and Chief Executive Officer
200 South Wacker Dr., Suite 2550
Chicago, IL 60606
(312)
778-6070
(Name and Address of Agent For Service) (Telephone Number, Including Area Code, of Agent
For Service)
Copies to:
Brian A. Johnson, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
7 World Trade Center
250
Greenwich Street
New York, New York 10007
Telephone: (212)
230-8800
Fax: (212)
230-8888
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.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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. ☒
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per
Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Ordinary Shares, par value $0.01 per share
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574,081 shares(2)
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$5.73(3)
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$3,289,485.00(3)
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$398.69
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(1)
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Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the Securities
Act), this Registration Statement shall also cover any additional ordinary shares of the Registrant (Ordinary Shares) that become issuable under the Registrants 2018 Equity Incentive Plan by reason of any stock dividend,
stock split, recapitalization, or other similar transaction effected that results in an increase to the number of the Registrants outstanding Ordinary Shares.
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(2)
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Represents additional Ordinary Shares reserved for future issuance under the Registrants 2018 Equity
Incentive Plan as a result of an annual increase.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the
Securities Act. The price per share and aggregate offering price are calculated on the basis of $5.73, the average of the high and low sale prices of the Ordinary Shares as reported on the Nasdaq Global Market on March 18, 2019, in accordance
with Rule 457(c) under the Securities Act.
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