Iterum Therapeutics plc (Nasdaq: ITRM) (the “Company”), a
clinical-stage pharmaceutical company focused on developing next
generation oral and IV antibiotics to treat infections caused by
multi-drug resistant pathogens in both community and hospital
settings, today announced that it has commenced its previously
disclosed rights offering.
Pursuant to the rights offering, the Company and Iterum Bermuda
Therapeutics Limited, the Company’s wholly-owned subsidiary
(“Iterum Bermuda”), are distributing, at no charge to the holders
of record of the Company’s outstanding ordinary shares as of 5:00
p.m. Eastern Time on August 5, 2020, and to eligible warrant
holders, one non-transferable subscription right for each ordinary
share owned (or deemed owned in the case of eligible warrant
holders), as more fully described in the prospectus relating to the
rights offering. Each right will entitle the holder thereof to
purchase, at the holder’s election and subject to availability, at
the subscription price of $1,000.00 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. No
fractional rights or units will be distributed or issued. Holders
of rights may only purchase whole units in the rights offering.
The subscription period for the rights offering begins on August
11, 2020, and ends at 5:00 p.m., New York City time, on August 31,
2020, unless extended by the Company. Following the end of
the subscription period, the subscription rights will expire.
The Company will only accept subscription rights
for up to 8,400 units for a total purchase price of up to $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 rights offering, the Company will allocate the
available units pro rata among the record holders of its ordinary
shares and eligible warrant holders exercising the subscription
rights in proportion to the number of ordinary shares each of those
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.
Computershare Trust Company, N.A. is acting as the subscription
agent, and Georgeson LLC is acting as the information agent, for
the rights offering.
The Company reserves the right to cancel or
terminate the rights offering at any time.
A registration statement on Form S-1 (File No.
333-237326) relating to the rights offering has been filed with and
declared effective by the U.S. Securities and Exchange Commission
(“SEC”). The rights offering is being made only by means of a
prospectus, copies of which will be delivered to eligible holders
of record of the Company’s outstanding ordinary shares as of the
record date and to eligible warrant holders, and can be accessed
through the SEC’s website at www.sec.gov. A copy of the prospectus
may also be obtained from the information agent, Georgeson LLC,
toll free at (888) 607-6511. Additional information regarding the
rights offering is set forth in the prospectus filed with the
SEC.
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 and IV 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 timing, terms, level of
participation in and completion of the 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, the Company’s ability to maintain
listing on the Nasdaq Stock Market, 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 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
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