Explanatory Note
This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed with the SEC on June 11, 2018, as
amended by Amendment No. 1 to Schedule 13D filed with the SEC on January 27, 2020 (the “Original Schedule 13D”) by the Reporting Persons relating to the ordinary shares, par value $0.01 per share (the “Ordinary Shares”)
of Iterum Therapeutics plc, a public limited company formed under the laws of the Republic of Ireland (the “Issuer”).
Information reported in the Original Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by
information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Original Schedule 13D. All references in the Original Schedule 13D and this Amendment to the
“Statement” will be deemed to refer to the Original Schedule 13D as amended and supplemented by this Amendment.
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Item 2.
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Identity and Background
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Item 2 of the Schedule 13D is hereby amended by amending Item 2(a), (c) and (f) as follows:
(a) This Schedule 13D is being filed by the following persons, each of whom is referred to herein as a “Reporting
Person” and collectively as the “Reporting Persons”:
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1.
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Arix Bioscience Plc (“Arix Plc”); and
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2.
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Arix Bioscience Holdings Limited (“Arix Ltd.”).
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Schedule A attached hereto sets forth the information required by Instruction C of the instructions to Schedule 13D.
(c) The principal business of each of the Reporting Persons is the global healthcare and life science business.
(d) Each of the Reporting Persons is a company formed under the laws of England and Wales.
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Item 4.
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Purpose of Transaction
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Item 4 of the Schedule 13D is hereby amended to add the following paragraph:
This Amendment is being filed to update the aggregate percentage of Ordinary Shares of the Issuer owned by the Reporting Person due to sales of
the Issuer’s Ordinary Shares by the Reporting Persons in multiple transactions on June 1, 2020 and June 2, 2020. Such transactions resulted in a decrease of over one percent (1%) in the aggregate percentage ownership reported by the
Reporting Persons in the Schedule 13D.
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Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Schedule 13 is hereby amended by adding the following paragraph and by amending Items 5(a), (b), (c) and (e) as follows:
The information below is based on a total of 14,868,973 Ordinary Shares outstanding as of April 30, 2020, as reported by the Issuer in its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Securities and Exchange Commission on May 14, 2020.
(a) Item 7 through 11 and 13 of each of the cover pages of this Amendment are incorporated herein by reference. Arix
Plc specifically disclaims beneficial ownership of any securities reported herein that it does not directly own or control, except to the extent of its pecuniary interest therein.
(b) Item 7 through 11 and 13 of each of the cover pages of this Amendment are incorporated herein by reference.
(c) On June 1, 2020, the Reporting Persons sold 345,710 Ordinary Shares in open market transactions at a weighted
average price of $1.7236 per share. On June 2, 2020, the Reporting Persons sold 415,000 Ordinary Shares in open market transactions at a weighted average price of $1.5976 per share.
Except as set forth above, the Reporting Persons have not effected any transaction in the Ordinary Shares of the Issuer during the past 60
days.
(e) Each of the Reporting Persons ceased to be a beneficial owner of more than five percent of the Ordinary
Shares of the Issuer on June 2, 2020.