ITRM Iterum Therapeutics PLC

Item 1.01 Entry into a Material Definitive Agreement.

On October 27, 2020, Iterum Therapeutics plc (the “Company”) completed a registered public offering (the “Offering”) in which it sold an aggregate of (i) 15,511,537 ordinary shares, $0.01 nominal value per share, of the Company (the “Shares”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) exercisable for an aggregate of 11,411,539 ordinary shares and (iii) warrants (the “Warrants”) exercisable for an aggregate of 20,192,307 ordinary shares.

The Company’s net proceeds from the Offering, after deducting placement agent fees and other estimated offering expenses payable by the Company, were approximately $15.3 million.

In connection with the Offering, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) on October 22, 2020 with certain institutional investors. The Purchase Agreement contains customary representations and warranties of the Company, termination rights of the parties, and certain indemnification obligations of the Company and ongoing covenants of the Company, including a prohibition on issuance of ordinary shares or securities convertible or exchangeable into ordinary shares by the Company for a period of 45 days after the closing of the Offering and a prohibition on the Company entering into variable rate transactions for a period of 12 months after the closing of the Offering, subject to certain exceptions.

The Warrants are exercisable upon issuance at a price of $0.65 per ordinary share, subject to adjustment in certain circumstances, and expire on October 27, 2025. The Pre-Funded Warrants are exercisable upon issuance at a price of $0.01 per ordinary share, subject to adjustment in certain circumstances, and expire when exercised in full, subject to certain conditions. The Shares and Pre-Funded Warrants were each offered together with the Warrants, but the Shares and Pre-Funded Warrants were issued separately from the Warrants.

The offering price to the public was $0.65 per Share and Warrant and $0.64 per Pre-Funded Warrant and Warrant. The Pre-Funded Warrants were issued and sold to certain purchasers whose purchase of ordinary shares in the Offering would have otherwise resulted 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 the Company’s outstanding ordinary shares immediately following the consummation of this Offering, if the purchaser so chose in lieu of ordinary shares that would have otherwise resulted in such excess ownership.

The Shares, Pre-Funded Warrants, Warrants and Placement Agent Warrants (as defined below) were issued pursuant to a registration statement on Form S-1 that was initially filed with the Securities and Exchange Commission (“SEC”) on October 9, 2020 and declared effective by the SEC on October 22, 2020 (File No. 333-249432) and a related registration statement on Form S-1MEF (File No. 333-249621) filed by the Company with the SEC on October 22, 2020 pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which became effective upon filing.

In connection with the Offering, the Company also entered into a placement agency agreement (the “Placement Agency Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) on October 22, 2020. Pursuant to the Placement Agency Agreement, Wainwright acted as exclusive placement agent for the Offering. In accordance with the terms of the Placement Agency Agreement, the Company paid Wainwright a cash fee of $1,224,999.96, which represents 7.0% of the gross proceeds of the Offering, a management fee of $61,250, which represents 0.35% of the gross proceeds of the Offering, and $12,900 for Wainwright’s clearing expenses, as well as reimbursed Wainwright for its reasonable and documented out-of-pocket expenses incurred in connection with the Offering, including its legal expenses, in an amount of $90,000.

Pursuant to the Placement Agency Agreement, the Company issued to Wainwright’s designees placement agent warrants (the “Placement Agent Warrants”) to purchase 1,884,615 ordinary shares, which represents a number of ordinary shares equal to 7.0% of the aggregate number of Shares and Pre-Funded Warrants sold in the Offering. The Placement Agent Warrants have an exercise price of $0.8125 per ordinary share. The Placement Agent Warrants are exercisable upon issuance and expire October 22, 2025.

The Placement Agency Agreement contains customary representations and warranties of the Company, termination rights of the parties, and certain indemnification obligations and covenants, including a prohibition on the disposition of ordinary shares or securities convertible or exchangeable into ordinary shares by the Company’s directors and executive officers, subject to certain exceptions, for a period of 45 days after the date of the Placement Agency Agreement.

The representations, warranties and covenants contained in the Securities Purchase Agreement and the Placement Agency Agreement were made only for the purposes of such agreements and as of the specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

The descriptions of terms and conditions of the Placement Agency Agreement, Warrants, the Pre-Funded Warrants, the Placement Agent Warrants and the Purchase Agreement set forth herein do not purport to be complete and are qualified in their entirety by the full text of the Form of Warrant, Form of Pre-Funded Warrant, Form of Placement Agent Warrant and Form of Securities Purchase Agreement, which are filed as Exhibits 1.1, 4.1, 4.2, 4.3 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K may contain forward-looking statements. These forward-looking statements include, without limitation, statements regarding the use of proceeds from the offering, the transactions contemplated by the transaction documents, the sufficiency of the Company’s cash resources, Sarissa’s right to purchase securities of the Company 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, the Company’s ability to apply for regulatory approval, changes in regulatory requirements or decisions of regulatory authorities, 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 Offerings 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 Current Report on Form 8-K. 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.