ITRMF 8-K
Iterum Therapeutics plc (ITRMF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On December 10, 2024, Iterum Therapeutics plc (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement (the “Prospectus Supplement”) under the Company’s effective registration statement on Form S-3 (the “Registration Statement”) (File No. 333-267795), relating to the offer and sale of the Company’s ordinary shares, nominal value $0.01 per share, from time to time for additional aggregate gross proceeds of up to $25.0 million (the “Shares”), under its existing at the market offering agreement, dated October 7, 2022 (the “Sales Agreement”), with H.C. Wainwright & Co., LLC, as sales agent.
As of the date of the Prospectus Supplement, the Company previously issued and sold ordinary shares for an aggregate gross sale proceeds of approximately $16.0 million pursuant to the Sales Agreement and a prior prospectus, dated October 7, 2022, as amended and supplemented by the Company’s prospectus supplements filed on October 11, 2024, October 28, 2024 and October 30, 2024.
A&L Goodbody LLP, Irish counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
The offering of the Shares has been registered pursuant to the Registration Statement, and offerings of the Shares will be made only by means of the Prospectus Supplement and the accompanying base prospectus. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy the Shares described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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Description |
5.1 |
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23.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ITERUM THERAPEUTICS PLC |
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Date: |
December 11, 2024 |
By: |
/s/ Corey N. Fishman |
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Name: Corey N. Fishman |
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A&L Goodbody LLP |
Dublin Belfast London New York San Francisco |
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T: +353 1 649 2000 |
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DX: 29 Dublin | www.algoodbody.com |
EXHIBIT 5.1
Date |
11 December 2024 |
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Our ref |
01416740 |
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Your ref |
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Iterum Therapeutics plc
Fitzwilliam Court, 1st Floor
Leeson Close
Dublin 2
Ireland
Re: Iterum Therapeutics plc (the Company)
Dear Sirs
We are acting as Irish counsel to the Company, a public limited company incorporated under the laws of Ireland (registered number 563531), in connection with (i) the registration statement (Registration Statement) on Form S-3 (File No. 333-267795) originally filed by the Company with the United States Securities and Exchange Commission (the SEC) under the Securities Act of 1933, as amended, on 7 October 2022, with respect to the issuance and sale by the Company, from time to time, of, among other things, an indeterminate number of company securities, at an initial aggregate offering price not to exceed $100,000,000 pursuant to the terms of the Registration Statement, and any amendments or supplements thereto, and the prospectus contained therein, and (ii) the prospectus supplement, dated 10 December 2024 (the Prospectus Supplement), forming part of the Registration Statement, relating to the issuance and sale from time to time by the Company of ordinary shares in the capital of the Company, nominal value $0.01 per share (Ordinary Shares), with an aggregate offering price of up to $25,000,000 (the Shares).
The Shares are to be issued and sold by the Company pursuant to an At The Market Offering Agreement, dated 7 October 2022, between the Company and H.C. Wainwright & Co (the Sale Agreement). The Sale Agreement was filed with the SEC on 7 October 2022 as Exhibit 1.2 to the Registration Statement.
In connection with this Opinion, we have reviewed and relied upon copies of:
In rendering this Opinion, we have examined, and have assumed the truth and accuracy of the contents of, all such corporate records, documents and certificates of officers of the Company and of public officials as to factual matters and have conducted such searches on 11 December 2024 in public registries in Ireland as we have deemed necessary or appropriate for the purposes of this Opinion but have made no independent investigation regarding such factual matters. In our examination we have assumed the (continued) truth and accuracy of the information
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CE Gill • JG Grennan • PD White • VJ Power • SM Doggett • M Sherlock • C Rogers • G O’Toole • JN Kelly • N O’Sullivan • MJ Ward • D Widger • C Christle • S Ó Cróinin • DR Baxter Consultants: Professor JCW Wylie • MA Greene • AV Fanagan • PM Law • SW Haughey • PV Maher • KP Allen |
contained in such documents, the genuineness of all signatures (electronic or otherwise), that any signatures (electronic or otherwise) are the signatures of the persons who they purport to be, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents.
We have further assumed:
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Subject to the foregoing and to the within additional qualifications and assumptions, and based upon searches carried out in the Irish Companies Registration Office and the Central Office of the High Court on 11 December 2024, we are of the opinion that:
In rendering this Opinion, we have confined ourselves to matters of Irish law. We express no opinion on any laws other than the laws of Ireland (and the interpretation thereof) in force as at the date hereof. This Opinion speaks only as of its date. We are not under any obligation to update this Opinion from time to time, nor to notify you of any change of law, facts or circumstances referred to or relied upon in the giving of this Opinion.
This Opinion is given solely for the benefit of the addressee of this Opinion and may not be relied upon by any other person without our prior written consent, provided, however, that it may be relied upon by persons entitled to rely on it pursuant to applicable provisions of US federal securities laws.
This Opinion is also strictly confined to the matters expressly stated herein and is not to be read as extending by implication or otherwise to any other matter.
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We hereby consent to the filing of this Opinion with the SEC as an exhibit to the Company's Current Report on Form 8-K filed with the SEC and to the use of our name therein and in the related Prospectus Supplement under the caption “Legal Matters”.
The Opinion is governed by and construed in accordance with the laws of Ireland.
Yours faithfully
A&L Goodbody LLP
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