UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 14, 2020

 

Iterum Therapeutics plc

(Exact name of registrant as specified in its charter)

Ireland

001-38503

98-1283148

(State or other jurisdiction

(Commission File Number)

(IRS Employer Identification No.)

of incorporation)

 

 

 

 

 

 

Block 2 Floor 3, Harcourt Centre,

Harcourt Street,

Dublin 2, Ireland


 

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: +353 1 903 8920

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 

☐ 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Securities registered pursuant to Section 12 (b) of the Act:

 

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Ordinary Shares, par value $0.01 per share

ITRM

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

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 13(a) of the Exchange Act.

 

 


 

Item 2.02. Results of Operations and Financial Condition.

On May 14, 2020 Iterum Therapeutics plc issued a press release announcing its financial results for the first quarter ended March 31, 2020. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this current report on Form 8-K, including the press release attached as Exhibit 99.1 hereto, is being furnished, but shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Iterum, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Non-GAAP Financial Measures

To supplement Iterum Therapeutics’ financial results presented in accordance with U.S. generally accepted accounting principles, or GAAP, Iterum Therapeutics presents non-GAAP adjusted net loss (and the related per share measure) to exclude from reported GAAP net loss (and the related per share measure) for the first quarter ended March 31, 2020, the interest expense associated with accrued interest on the Exchangeable Notes (ENs) payable in cash, shares or a combination of both upon redemption or in cash at January 31, 2025 (the maturity date), whichever is earlier ($0.652 million) and the non-cash amortization of the ENs and Royalty-Linked Notes ($1.613 million); one-time, non-capitalized private placement transaction costs ($2.130 million); and the offsetting non-cash adjustments to the fair value of derivatives ($1.679 million). Iterum Therapeutics believes that the presentation of non-GAAP adjusted net loss, when viewed with its results under GAAP and the accompanying reconciliation, provides useful supplementary information to, and facilitates additional analysis by, investors, analysts, and Iterum Therapeutics’ management in assessing Iterum Therapeutics’ performance and results from period to period. This non-GAAP measure closely aligns with the way management measures and evaluates Iterum Therapeutics’ performance. This non-GAAP financial measure should be considered in addition to, and not a substitute for, or superior to, net loss or other financial measures calculated in accordance with GAAP. Non-GAAP adjusted net loss is not based on any standardized methodology prescribed by GAAP and represents GAAP net loss, which is the most directly comparable GAAP measure, adjusted to exclude the interest expense associated with accrued interest on the Exchangeable Notes (ENs) payable in cash, shares or a combination of both upon redemption or in cash at January 31, 2025 (the maturity date), whichever is earlier ($0.652 million) and the non-cash amortization of the ENs and Royalty-Linked Notes ($1.613 million); one-time, non-capitalized private placement transaction costs ($2.130 million); and the offsetting non-cash adjustments to the fair value of derivatives ($1.679 million) for the first quarter ended March 31, 2020. Because of the non-standardized definitions of non-GAAP financial measures, Non-GAAP adjusted net loss used by Iterum Therapeutics in the accompanying press release and tables therein has limits in its usefulness to investors and may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by other companies. A reconciliation of non-GAAP adjusted net loss to GAAP net loss has been provided in the tables included in the accompanying press release.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release of Iterum Therapeutics plc dated May 14, 2020

 


 


 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Iterum Therapeutics plc

 

 

 

Dated: May 14, 2020

 

 

 

 

By:

/s/ Corey N. Fishman

 

 

 

 

Corey N. Fishman

 

 

 

Chief Executive Officer

 

 

 

 

 

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