Iterum Therapeutics plc (Nasdaq: ITRM) (the “Company”), 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 the record date for the Company’s planned rights
offering. As previously disclosed, the Company had agreed to
undertake a rights offering of subscription rights to purchase
additional units in connection with the Company’s January 2020
private placement of units consisting of 6.500% Exchangeable Senior
Subordinated Notes due 2025 and Limited Recourse Royalty-Linked
Subordinated Notes. The planned rights offering will be made only
by means of a prospectus, and this announcement does not constitute
an offer to sell, or a solicitation of an offer to buy, any
securities.
Under the planned rights offering, the Company
and Iterum Bermuda Therapeutics Limited, the Company’s wholly-owned
subsidiary (“Iterum Bermuda”), will distribute to the Company’s
eligible holders of ordinary shares and eligible warrant holders
one non-transferable subscription right for each ordinary share
owned (or deemed owned in the case of eligible warrant holders) as
of the close of business (5pm Eastern Time) on the record date,
August 5, 2020. Each right will entitle the holder to purchase, at
the holder’s election and subject to availability, at a
subscription price of $1,000 per unit, one unit consisting of (i) a
6.500% Exchangeable Senior Subordinated Note due 2025 (the
“Exchangeable Notes”), to be issued by Iterum Bermuda in the
original principal amount of $1,000.00, fully and unconditionally
guaranteed on an unsecured senior subordinated basis by the
Company, Iterum Therapeutics International Limited, Iterum
Therapeutics US Limited and Iterum Therapeutics US Holding Limited
(collectively, the “Guarantors”), and (ii) 50 Limited Recourse
Royalty-Linked Subordinated Notes (the “Royalty-Linked Notes”), to
be issued by Iterum Bermuda, fully and unconditionally guaranteed
on an unsecured senior subordinated basis by the Guarantors.
The Company will only accept subscription rights
for up to 8,400 units for a total purchase price of $8.4 million,
which amount is approximately equal to the maximum aggregate
principal amount of additional notes that may be issued under the
indentures pursuant to which the Exchangeable Notes and
Royalty-Linked Notes will be issued. Accordingly, sufficient units
may not be available to honor all subscriptions in full or at all.
If exercises of subscription rights exceed the number of units
available in the planned rights offering, the Company will allocate
the available units pro rata among the record holders exercising
the subscription rights in proportion to the number of ordinary
shares each of those record holders owned or were deemed to own on
the record date, relative to the number of shares owned or deemed
to be owned on the record date by all record holders exercising the
subscription right.
The subscription rights will be non-transferable
and will only be exercisable during the applicable subscription
period. The Company anticipates that the subscription period will
begin on or about August 11, 2020, or as soon as practicable
thereafter, and continue for a period of at least 20 calendar days.
The Company expects to announce additional details about the
planned rights offering in the near future.
A registration statement relating to the planned
rights offering has been filed with the Securities and Exchange
Commission (the “SEC”) but has not yet become effective. The
planned rights offering will be made pursuant to such registration
statement and a prospectus to be filed with the SEC prior to the
commencement of the planned rights offering. The securities may not
be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective.
The information herein, including the expected
timing and terms of the planned rights offering, is not complete
and is subject to change. The Company reserves the right to cancel
or terminate the planned rights offering at any time. This press
release does not constitute an offer to sell or the solicitation of
an offer to buy any subscription rights, units or any other
securities, nor will there be any sale of subscription rights,
units or any other securities in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or 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.
Forward-Looking Statements
This press release contains forward-looking
statements. These forward-looking statements include, without
limitation, statements regarding the expected timing, terms and
completion of the planned rights offering 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 planned
rights 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.
Investor Contact:Judy
MatthewsChief Financial Officer 312-778-6073IR@iterumtx.com
Source: Iterum Therapeutics plc
Iterum Therapeutics (NASDAQ:ITRM)
Historical Stock Chart
From Aug 2024 to Sep 2024
Iterum Therapeutics (NASDAQ:ITRM)
Historical Stock Chart
From Sep 2023 to Sep 2024