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except to the extent that it is amended, restated or superseded by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.
Identity and Background
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”:
Arix Bioscience Plc (“Arix Plc”); and
Arix Bioscience Holdings Limited (“Arix Ltd.”).
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
(d) Each of the Reporting Persons is a
company formed under the laws of England and Wales.
Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended to add the
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.
Interest in Securities of the Issuer
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
(b) Item 7 through 11 and 13 of each of the
cover pages of this Amendment are incorporated herein by
(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
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.