Iterum Therapeutics plc (Nasdaq: ITRM), a clinical-stage
pharmaceutical company focused on developing next generation oral
antibiotics to treat infections caused by multi-drug resistant
pathogens in community settings, today announced that it has
entered into definitive agreements with institutional investors for
the purchase and sale of 3,372,686 of its ordinary shares at a
purchase price of $1.4825 per ordinary share in a registered direct
offering priced at-the-market under Nasdaq rules. The Company also
agreed to issue to the investors unregistered warrants to purchase
up to 1,686,343 ordinary shares in a concurrent private placement.
The warrants have an exercise price of $1.42 per share, are
exercisable immediately, and will expire five and one-half years
following the date of issuance. The closing of the offering is
expected to occur on or about July 2, 2020, subject to the
satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The gross proceeds to the Company from the
offering are expected to be approximately $5.0 million, before
deducting the placement agent’s fees and other offering expenses
payable by Iterum Therapeutics. The Company intends to use the net
proceeds from this offering to fund the continued clinical
development of sulopenem, the management of a potential regulatory
filing and for working capital and general corporate purposes.
The ordinary shares (but not the warrants issued
in the private placement or the ordinary shares issuable upon
exercise of the warrants) are being offered by the Company pursuant
to a “shelf” registration statement on Form S-3 (File No.
333-232569) previously filed with the Securities and Exchange
Commission, or the SEC, and declared effective by the SEC on July
16, 2019. The offering of the ordinary shares will be made only by
means of a prospectus, including a prospectus supplement, forming a
part of the effective registration statement. A final prospectus
supplement and accompanying prospectus relating to the ordinary
shares being offered will be filed with the SEC. Electronic copies
of the final prospectus supplement and accompanying prospectus may
be obtained, when available, on the SEC’s website
at http://www.sec.gov or by contacting H.C. Wainwright &
Co., LLC, 430 Park Avenue, 3rd Floor, New York,
NY 10022, or by telephone at (646) 975-6996, or email
at placements@hcwco.com.
The warrants described above were offered in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended, or the Act, and Regulation D promulgated
thereunder, and the warrants and the ordinary shares issuable upon
exercise of the warrants have not been registered under the Act or
applicable state securities laws. Accordingly, the warrants and
ordinary shares issuable upon exercise of the warrants may not be
offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Act and such applicable state
securities laws.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any of the
securities described herein, nor shall there be any sale of these
securities in any state or other jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
other jurisdiction.
About Iterum Therapeutics plc
Iterum Therapeutics plc is a clinical-stage
pharmaceutical company dedicated to developing differentiated
anti-infectives aimed at combatting the global crisis of multi-drug
resistant pathogens to significantly improve the lives of people
affected by serious and life-threatening diseases around the world.
Iterum Therapeutics is advancing its first compound, sulopenem, a
novel penem anti-infective compound, in Phase 3 clinical
development with an oral formulation. Sulopenem has demonstrated
potent in vitro activity against a wide variety of gram-negative,
gram-positive and anaerobic bacteria resistant to other
antibiotics. Iterum Therapeutics has received Qualified Infectious
Disease Product (QIDP) and Fast Track designations for its oral and
IV formulations of sulopenem in seven indications.
Safe Harbor Statement
This press release contains forward-looking
statements. These forward-looking statements include, without
limitation, statements regarding the anticipated closing of the
offering, the use of proceeds from the offering, the transactions
contemplated by the transaction documents, and the Company’s plans,
strategies and prospects for its business. In some cases,
forward-looking statements can be identified by words such as
“may,” “believes,” “intends,” “seeks,” “anticipates,” “plans,”
“estimates,” “expects,” “should,” “assumes,” “continues,” “could,”
“would,” “will,” “future,” “potential” or the negative of these or
similar terms and phrases. Forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause
the Company’s actual results, performance or achievements to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Forward-looking statements include all matters that are
not historical facts. Actual future results may be materially
different from what is expected due to factors largely outside the
Company’s control, including whether the conditions for the closing
of the offering will be satisfied, the uncertainties inherent in
the initiation and conduct of clinical trials, availability
and timing of data from clinical trials, changes in regulatory
requirements or decisions of regulatory authorities, the Company’s
ability to apply for regulatory approval, changes in public policy
or legislation, commercialization plans and timelines, if sulopenem
is approved, the actions of third-party clinical research
organizations, suppliers and manufacturers, the accuracy of the
Company’s expectations regarding how far into the future the
Company’s cash on hand will fund the Company’s ongoing operations,
the sufficiency of the Company’s cash resources and the Company’s
ability to continue as a going concern, the impact of COVID-19 and
related responsive measures thereto, risks and uncertainties
concerning the outcome, impact, effects and results of the
Company’s evaluation of corporate, organizational, strategic,
financial and financing alternatives, including the terms, timing,
structure, value, benefits and costs of any corporate,
organizational, strategic, financial or financing alternative and
the Company’s ability to complete one at all, the price of the
Company’s securities, the expected use of proceeds from the
offering and other factors discussed under the caption “Risk
Factors” in its most recently filed Quarterly Report on Form 10-Q,
and other documents filed with the SEC from time to time.
Forward-looking statements represent the Company’s beliefs and
assumptions only as of the date of this press release. Except as
required by law, the Company assumes no obligation to update these
forward-looking statements publicly, or to update the reasons
actual results could differ materially from those anticipated in
the forward-looking statements, even if new information becomes
available in the future.
CONTACT:
Judy Matthews Chief Financial Officer
312-778-6073IR@iterumtx.com
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