Filed pursuant to Rule 424(b)(4)
Registration No. 333-249432
Prospectus
Iterum Therapeutics plc
15,511,537 Ordinary Shares and
Warrants to Purchase 11,633,653 Ordinary Shares
Pre-funded Warrants to Purchase 11,411,539 Ordinary Shares and
Warrants to Purchase 8,558,654 Ordinary Shares
We are offering 15,511,537 of our ordinary shares, together with warrants, or the Warrants, to purchase 11,633,653 ordinary shares (and the
ordinary shares issuable from time to time upon exercise of the Warrants) pursuant to this prospectus. Each ordinary share will be offered and sold together with a Warrant to purchase 0.75 of an ordinary share. The ordinary shares, together with the
Warrants, will be sold at a fixed combined public offering price of $0.65 per ordinary share and Warrant until the completion of this offering. The ordinary shares and the Warrants are immediately separable and will be issued separately in this
offering. Each Warrant will have an exercise price of $0.65 per ordinary share, will be exercisable upon issuance and will expire five years from the date of issuance.
We are also offering 11,411,539 pre-funded warrants, or the
Pre-funded Warrants (and the ordinary shares issuable from time to time upon exercise of the Pre-funded Warrants), together with Warrants to purchase 8,558,654 ordinary shares, to those purchasers whose
purchase of ordinary shares in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding ordinary
shares following the consummation of this offering in lieu of the ordinary shares that would result in such excess ownership. Each Pre-funded Warrant will be exercisable for one ordinary share at an exercise
price of $0.01 per ordinary share. The Pre-funded Warrants will be sold together with the same Warrants that will be offered and sold with the ordinary shares as described above. Each Pre-funded Warrant will
be offered and sold together with a Warrant to purchase 0.75 of an ordinary share. The Pre-funded Warrants, together with the Warrants, will be sold at a fixed combined public offering price of $0.64 per Pre-funded Warrant and Warrant, which is equal to the combined public offering price per ordinary share and Warrant less $0.01, until the completion of this offering. Each
Pre-funded Warrant will be exercisable upon issuance and will expire when exercised in full. The Pre-funded Warrants and the Warrants are immediately separable and will
be issued separately in this offering.
There is no established public trading market for the Warrants or the
Pre-funded Warrants, and we do not expect a market to develop. We do not intend to apply for listing of the Warrants or the Pre-funded Warrants on any securities
exchange or nationally recognized trading system. Without an active trading market, the liquidity of the Warrants and the Pre-funded Warrants will be extremely limited.
We have engaged H.C. Wainwright & Co., LLC, or the placement agent, to act as our exclusive placement agent in connection
with this offering. The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The placement agent is not purchasing or selling any of the securities we are offering and
the placement agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to pay to the placement agent the placement agent fees set forth in the table below, which assumes that we sell
all of the securities offered by this prospectus. There is no arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement. We will bear all costs associated with the offering. See Plan
of Distribution on page 57 of this prospectus for more information regarding these arrangements.
Our ordinary shares are traded
on the Nasdaq Global Market under the symbol ITRM. On October 22, 2020, the last reported sale price of our ordinary shares on the Nasdaq Global Market was $0.9501 per share.
Investing in the offered securities involves a high degree of risk. See Risk Factors beginning on
page 9 of this prospectus and the section entitled Risk Factors included in our most recent Annual Report on Form 10-K and most recent Quarterly Report on Form
10-Q, which are incorporated by reference herein, for a discussion of information that you should consider before investing in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
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Per Ordinary
Share and
Warrant
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Per Pre-Funded
Warrant and
Warrant
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Total
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Public offering price
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$
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0.65
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$
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0.64
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$
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17,385,884.01
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Placement Agents fees(1)
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$
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0.0455
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$
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0.0455
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$
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1,224,999.96
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Proceeds, before expenses, to us
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$
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0.6045
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$
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0.5945
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$
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16,160,884.05
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(1)
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Represents cash fee. We have agreed to issue warrants to the placement agent, or the Placement Agent Warrants,
to purchase a number of ordinary shares equal to 7.0% of the aggregate number of ordinary shares and Pre-funded Warrants being offered at an exercise price equal to $0.8125 per ordinary share, and to reimburse
the placement agent for certain offering-related expenses. See Plan of Distribution on page 57 of this prospectus for additional information regarding placement agent compensation.
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The placement agent expects to deliver the ordinary shares, the Warrants and the Pre-funded Warrants to
purchasers in the offering on or about October 27, 2020, subject to satisfaction of certain conditions.
Pursuant to the terms of the
investor rights agreement, or the Investor Rights Agreement, that we entered into in connection with the January 2020 private placement, or the January 2020 Private Placement, of 6.500% exchangeable senior subordinated notes due 2025, or the Private
Placement Exchangeable Notes, and limited recourse royalty-linked subordinated notes, in each case which were issued by Iterum Therapeutics Bermuda Limited, or Iterum Bermuda, we are required to provide Sarissa Capital Offshore Master Fund LP and
certain of its affiliates, collectively Sarissa, the opportunity to purchase a number of ordinary shares and Warrants, or Pre-funded Warrants and Warrants, based on Sarissas ownership percentage of our ordinary shares on a fully diluted basis
as set forth in the Investor Rights Agreement on the terms and the prices provided for in the offering being made hereby. Based on the aggregate number of ordinary shares, Pre-funded Warrants and Warrants offered hereby, Sarissa would have the right
to purchase an aggregate of up to approximately 6,328,697 ordinary shares and 4,746,522 Warrants or up to approximately 6,328,697 Pre-funded Warrants and 4,746,522 Warrants. We refer to such rights of Sarissa
to purchase our ordinary shares and Warrants or our Pre-funded Warrants and Warrants, collectively, as the Sarissa Right to Purchase. To the extent Sarissa elects to exercise the Sarissa Right to Purchase, any
sale to Sarissa will be carried out in a separate transaction.
H.C. Wainwright & Co.
Prospectus dated October 22, 2020