ITRM Iterum Therapeutics PLC

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 7, 2022, Iterum Therapeutics plc (the “Company”) entered into Share Option Cancellation Agreements (the “Cancellation Agreements”) with certain of the Company’s executive officers pursuant to which such individuals (the “Optionees”) agreed to the surrender and cancellation of certain previously granted share options (the “Cancelled Options”) to purchase the Company’s ordinary shares in order to make available additional shares under the Company’s Amended and Restated 2018 Equity Incentive Plan, as amended. Under the terms of the Cancellation Agreements, each Optionee and the Company acknowledged and agreed that the surrender and cancellation of the Cancelled Options was without any expectation on the part of the Optionee to receive, and without any obligation on the Company to pay or grant, any cash, equity awards or other consideration presently or in the future with respect to the Cancelled Options.

The executive officers that entered into Cancellation Agreements and the aggregate number of shares underlying the Cancelled Options surrendered by each such officer are as follows: Corey Fishman, 127,307 ordinary shares, at an exercise price of $13.00, 150,000 ordinary shares, at an exercise price of $5.80 per share and 5,280,000 ordinary shares, at an exercise price of $2.01 per share; Judith Matthews, 23,870 ordinary shares, at an exercise price of $13.00, 30,000 ordinary shares, at an exercise price of $5.80 per share and 1,936,0000 ordinary shares, at an exercise price of $2.01 per share.

The foregoing description of the Cancellation Agreements is qualified by reference to the full text of the Cancellation Agreements, the form of which is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.