ITRMF · Iterum Therapeutics plc

The shares underlying this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of July 1, 2025 and the remaining 75% will vest in equal monthly installments thereafter until July 1, 2029, subject to the Reporting Person providing continuous service to the Issuer on each relevant vesting date.

On January 21, 2020, Iterum Therapeutics Bermuda Limited (the "Issuer"), a wholly-owned subsidiary of Iterum Therapeutics plc (the "Company"), issued and sold, among other things, 6.500% exchangeable senior subordinated notes due 2025 (the "Exchangeable Notes") pursuant to a securities purchase agreement among the Issuer, the Company, the Company's wholly-owned subsidiaries and a group of accredited investors. The Exchangeable Notes were exchangeable into, at the Company's election, ordinary shares, nominal value $0.01 per share of the Company (the "Ordinary Shares"), cash or a combination of Ordinary Shares and cash, at an initial exchange rate of 1,000 Ordinary Shares per $1,000 principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $1.00 per Ordinary Share), subject to anti-dilution adjustments as set forth in the indenture governing the Exchangeable Notes.

(Continued from Footnote 1) Subject to the terms of the indenture governing the Exchangeable Notes (the "Indenture"), on or after January 21, 2021 until January 13, 2025, the second scheduled trading day immediately preceding January 15, 2025, holders could exchange the Exchangeable Notes (the "Final Exchange Date"). The Exchangeable Notes mature on January 31, 2025, unless earlier exchanged, redeemed or repurchased in accordance with their terms.

In accordance with the terms of the Indenture, the Exchangeable Notes are no longer exchangeable after the Final Exchange Date. The Reporting Person did not sell or dispose of the Exchangeable Notes or the Ordinary Shares underlying the Exchangeable Notes.

Represents the amount of Ordinary Shares that were underlying the relevant Exchangeable Note based on the current exchange rate of 546.4481 Ordinary Shares per $1,000 of principal and interest on such Exchangeable Note.

The Exchangeable Note is held directly by New Leaf Biopharma Opportunities II, L.P. ("NBPO-II"). New Leaf BPO Associates II, L.P. ("NBPO-IIA") is the general partner of NBPO-II and New Leaf BPO Management II, L.L.C. ("NBPO-IIM") is the general partner of NBPO-IIA, and each of NBPO-IIA and NBPO-IIM may be deemed to have sole voting, investment and dispositive power with respect to the Exchangeable Note held by NBPO-II. The Reporting Person, a member of the Company's Board of Directors, is a managing director of NBPO-IIM and, in his capacity as a managing director, may be deemed to have shared voting, investment and dispositive power with respect to the Exchangeable Note held by NBPO-II. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by NBPO-II, except to the extent of his pecuniary interest therein, if any.

On January 21, 2020, Iterum Therapeutics Bermuda Limited (the "Issuer"), a wholly-owned subsidiary of Iterum Therapeutics plc (the "Company"), issued and sold, among other things, 6.500% exchangeable senior subordinated notes due 2025 (the "Exchangeable Notes") pursuant to a securities purchase agreement among the Issuer, the Company, the Company's wholly-owned subsidiaries and a group of accredited investors. The Exchangeable Notes were exchangeable into, at the Company's election, ordinary shares, nominal value $0.01 per share of the Company (the "Ordinary Shares"), cash or a combination of Ordinary Shares and cash, at an initial exchange rate of 1,000 Ordinary Shares per $1,000 principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $1.00 per Ordinary Share), subject to anti-dilution adjustments as set forth in the indenture governing the Exchangeable Notes.

(Continued from Footnote 1) Subject to the terms of the indenture governing the Exchangeable Notes (the "Indenture"), on or after January 21, 2021 until January 13, 2025, the second scheduled trading day immediately preceding January 15, 2025, holders could exchange the Exchangeable Notes (the "Final Exchange Date"). The Exchangeable Notes mature on January 31, 2025, unless earlier exchanged, redeemed or repurchased in accordance with their terms.

In accordance with the terms of the Indenture, the Exchangeable Notes are no longer exchangeable after the Final Exchange Date. The Reporting Person did not sell or dispose of the Exchangeable Notes or the Ordinary Shares underlying the Exchangeable Notes.

Represents the amount of Ordinary Shares that were underlying the relevant Exchangeable Note based on the current exchange rate of 546.4481 Ordinary Shares per $1,000 of principal and interest on such Exchangeable Note.

The Exchangeable Note is held directly by New Leaf Ventures III, L.P. ("NLV-III"). New Leaf Venture Associates III, L.P. ("NLVA-III LP") is the general partner of NLV-III and New Leaf Venture Management III, L.L.C. ("NLVM-III LLC") is the general partner of NLVA-III LP, and each of NLVA-III LP and NLVM-III LLC may be deemed to have sole voting, investment and dispositive power with respect to the Exchangeable Note held by NLV-III. The Reporting Person, a member of the Company's Board of Directors, is a managing director of NLVM-III LLC and, in his capacity as a managing director, may be deemed to have shared voting, investment and dispositive power with respect to the Exchangeable Note held by NLV-III. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by NLV-III, except to the extent of his pecuniary interest therein, if any.

The reported securities were purchased in the Issuer's rights offering (the "Offering") which closed on August 9, 2024. As part of the Offering, New Leaf Biopharma Opportunities II, L.P. ("NBPO-II") purchased 65,481 units at a subscription price of $1.21 per whole unit. Each unit consisted of (a) one ordinary share, (b) a warrant to purchase 0.50 ordinary shares, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration one year from the date of issuance ("1-year warrants"), and (c) a warrant to purchase one ordinary share, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration five years from the date of issuance ("5-year warrants").

These shares are held directly by NBPO-II. New Leaf BPO Associates II, L.P. ("NBPO-IIA") is the general partner of NBPO-II and New Leaf BPO Management II, L.L.C. ("NBPO-IIM") is the general partner of NBPO-IIA, and each of NBPO-IIA and NBPO-IIM may be deemed to have sole voting, investment and dispositive power with respect to the shares held by NBPO-II. The reporting person, a member of the Issuer's Board of Directors, is a managing director of NBPO-IIM and, in his capacity as a managing director, may be deemed to have shared voting, investment and dispositive power with respect to the shares held by NBPO-II. The reporting person disclaims Section 16 beneficial ownership of the securities held by NBPO-II, except to the extent of his pecuniary interest therein, if any.

The reported securities were purchased in the Issuer's rights offering (the "Offering") which closed on August 9, 2024. As part of the Offering, New Leaf Ventures III, L.P. ("NLV-III") purchased 182,453 units at a subscription price of $1.21 per whole unit. Each unit consisted of (a) one ordinary share, (b) a warrant to purchase 0.50 ordinary shares, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration one year from the date of issuance ("1-year warrants"), and (c) a warrant to purchase one ordinary share, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration five years from the date of issuance ("5-year warrants").

The reported securities were purchased in the Issuer's rights offering (the "Offering") which closed on August 9, 2024. As part of the Offering, New Leaf Biopharma Opportunities II, L.P. ("NBPO-II") purchased 65,481 units at a subscription price of $1.21 per whole unit. Each unit consisted of (a) one ordinary share, (b) a warrant to purchase 0.50 ordinary shares, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration one year from the date of issuance ("1-year warrants"), and (c) a warrant to purchase one ordinary share, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration five years from the date of issuance ("5-year warrants").

The reported securities were purchased in the Issuer's rights offering (the "Offering") which closed on August 9, 2024. As part of the Offering, New Leaf Biopharma Opportunities II, L.P. ("NBPO-II") purchased 65,481 units at a subscription price of $1.21 per whole unit. Each unit consisted of (a) one ordinary share, (b) a warrant to purchase 0.50 ordinary shares, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration one year from the date of issuance ("1-year warrants"), and (c) a warrant to purchase one ordinary share, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration five years from the date of issuance ("5-year warrants").

NBPO-II validly exercised 130,962 subscription rights to acquire 65,481 units composed of (i) 65,481 ordinary shares, (ii) 65,481 1-year warrants and (iii) 65,481 5-year warrants.

The reported securities were purchased in the Issuer's rights offering (the "Offering") which closed on August 9, 2024. As part of the Offering, the Reporting Person purchased 82,613 units at a subscription price of $1.21 per whole unit. Each unit consisted of (a) one ordinary share, (b) a warrant to purchase 0.50 ordinary shares, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration one year from the date of issuance ("1-year warrants"), and (c) a warrant to purchase one ordinary share, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration five years from the date of issuance ("5-year warrants").

The reported securities were purchased in the Issuer's rights offering (the "Offering") which closed on August 9, 2024. As part of the Offering, the Reporting Person purchased 106,247 units at a subscription price of $1.21 per whole unit. Each unit consisted of (a) one ordinary share, (b) a warrant to purchase 0.50 ordinary shares, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration one year from the date of issuance ("1-year warrants"), and (c) a warrant to purchase one ordinary share, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration five years from the date of issuance ("5-year warrants").

The reported securities were purchased in the Issuer's rights offering (the "Offering") which closed on August 9, 2024. As part of the Offering, the Reporting Person purchased 106,247 units at a subscription price of $1.21 per whole unit. Each unit consisted of (a) one ordinary share, (b) a warrant to purchase 0.50 ordinary shares, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration one year from the date of issuance ("1-year warrants"), and (c) a warrant to purchase one ordinary share, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration five years from the date of issuance ("5-year warrants").

The reported securities were purchased in the Issuer's rights offering (the "Offering") which closed on August 9, 2024. As part of the Offering, New Leaf Ventures III, L.P. ("NLV-III") purchased 182,453 units at a subscription price of $1.21 per whole unit. Each unit consisted of (a) one ordinary share, (b) a warrant to purchase 0.50 ordinary shares, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration one year from the date of issuance ("1-year warrants"), and (c) a warrant to purchase one ordinary share, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration five years from the date of issuance ("5-year warrants").

These shares are held directly by NLV-III. New Leaf Venture Associates III, L.P. ("NLVA-III LP") is the general partner of NLV-III and New Leaf Venture Management III, L.L.C. ("NLVM-III LLC") is the general partner of NLVA-III LP, and each of NLVA-III LP and NLVM-III LLC may be deemed to have sole voting, investment and dispositive power with respect to the shares held by NLV-III. The reporting person, a member of the Issuer's Board of Directors, is a managing director of NLVM-III LLC and, in his capacity as a managing director, may be deemed to have shared voting, investment and dispositive power with respect to the shares held by NLV-III. The reporting person disclaims Section 16 beneficial ownership of the securities held by NLV-III, except to the extent of his pecuniary interest therein, if any.

The reported securities were purchased in the Issuer's rights offering (the "Offering") which closed on August 9, 2024. As part of the Offering, the Reporting Person purchased 82,613 units at a subscription price of $1.21 per whole unit. Each unit consisted of (a) one ordinary share, (b) a warrant to purchase 0.50 ordinary shares, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration one year from the date of issuance ("1-year warrants"), and (c) a warrant to purchase one ordinary share, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration five years from the date of issuance ("5-year warrants").

The reported securities were purchased in the Issuer's rights offering (the "Offering") which closed on August 9, 2024. As part of the Offering, the Reporting Person purchased 82,613 units at a subscription price of $1.21 per whole unit. Each unit consisted of (a) one ordinary share, (b) a warrant to purchase 0.50 ordinary shares, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration one year from the date of issuance ("1-year warrants"), and (c) a warrant to purchase one ordinary share, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration five years from the date of issuance ("5-year warrants").

The Reporting Person validly exercised 165,226 subscription rights to acquire 82,613 units composed of (i) 82,613 ordinary shares, (ii) 82,613 1-year warrants and (iii) 82,613 5-year warrants.

The reported securities were purchased in the Issuer's rights offering (the "Offering") which closed on August 9, 2024. As part of the Offering, New Leaf Ventures III, L.P. ("NLV-III") purchased 182,453 units at a subscription price of $1.21 per whole unit. Each unit consisted of (a) one ordinary share, (b) a warrant to purchase 0.50 ordinary shares, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration one year from the date of issuance ("1-year warrants"), and (c) a warrant to purchase one ordinary share, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration five years from the date of issuance ("5-year warrants").

The reported securities were purchased in the Issuer's rights offering (the "Offering") which closed on August 9, 2024. As part of the Offering, the Reporting Person purchased 106,247 units at a subscription price of $1.21 per whole unit. Each unit consisted of (a) one ordinary share, (b) a warrant to purchase 0.50 ordinary shares, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration one year from the date of issuance ("1-year warrants"), and (c) a warrant to purchase one ordinary share, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration five years from the date of issuance ("5-year warrants").

The Reporting Person validly exercised 212,494 subscription rights to acquire 106,247 units composed of (i) 106,247 ordinary shares, (ii) 106,247 1-year warrants and (iii) 106,247 5-year warrants.

NLV-III validly exercised 364,906 subscription rights to acquire 182,453 units composed of (i) 182,453 ordinary shares, (ii) 182,453 1-year warrants and (iii) 182,453 5-year warrants.

The reported securities were purchased in the Issuer's rights offering (the "Offering") which closed on August 9, 2024. As part of the Offering, the Reporting Person purchased 82,613 units at a subscription price of $1.21 per whole unit. Each unit consisted of (a) one ordinary share, (b) a warrant to purchase 0.50 ordinary shares, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration one year from the date of issuance ("1-year warrants"), and (c) a warrant to purchase one ordinary share, at an exercise price of $1.21 per whole ordinary share from the date of issuance through its expiration five years from the date of issuance ("5-year warrants").

The price reported is a weighted average price. The securities were purchased in multiple transactions at per share prices ranging from $1.795 to $1.85. The Reporting Person undertakes to provide upon request of the SEC staff, the Issuer, or any shareholder of the Issuer, full information requiring the number of securities purchased at each separate price within the range set forth in this footnote.

Restricted share units ("RSUs") converted into ordinary shares on a one-for-one basis upon vesting of the RSUs.

The number of RSUs reported on this Form 4 have been adjusted to reflect the Reverse Share Split.

On December 1, 2021, the reporting person was granted an award of 33,333 RSUs, 25% of which vested on December 1, 2022, with a further 25% having vested on December 1, 2023.

On August 17, 2022 the Issuer effected a 1 for 15 reverse share split (the "Reverse Share Split"). The number of ordinary shares reported in this Form 4 have been adjusted to reflect the Reverse Share Split.

Restricted share units ("RSUs") converted into ordinary shares on a one-for-one basis upon vesting of the RSUs.

Represents the ordinary shares withheld to satisfy tax obligations arising out of vesting of a portion of previously granted RSUs.

The price reported is a weighted average price. The securities were purchased in multiple transactions at per share prices ranging from $1.93 to $2.11. The Reporting Person undertakes to provide upon request the SEC staff, the Issuer, or any shareholder of the Issuer, full information regarding the number of securities purchased at each separate price within the range set forth in this footnote.

The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.50 to $1.63, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

Restricted share units ("RSUs") converted into ordinary shares on a one-for-one basis upon vesting of the RSUs.

Restricted share units ("RSUs") converted into ordinary shares on a one-for-one basis upon vesting of the RSUs.

On December 23, 2022, the reporting person was granted an award of 3,487 RSUs, which vested in full on October 1, 2023.

Restricted share units ("RSUs") converted into ordinary shares on a one-for-one basis upon vesting of the RSUs.

On December 23, 2022, the reporting person was granted an award of 5,479 RSUs, which vested in full on October 1, 2023.

Restricted share units ("RSUs") converted into ordinary shares on a one-for-one basis upon vesting of the RSUs.

Restricted share units ("RSUs") converted into ordinary shares on a one-for-one basis upon vesting of the RSUs.

Restricted share units ("RSUs") converted into ordinary shares on a one-for-one basis upon vesting of the RSUs.

Restricted share units ("RSUs") converted into ordinary shares on a one-for-one basis upon vesting of the RSUs.

On September 25, 2022, the reporting person was granted an award of 2,796 RSUs, which vested in full on July 1, 2023.

Restricted share units ("RSUs") converted into ordinary shares on a one-for-one basis upon vesting of the RSUs.

On September 25, 2022, the reporting person was granted an award of 1,799 RSUs, which vested in full on July 1, 2023.

Restricted share units ("RSUs") converted into ordinary shares on a one-for-one basis upon vesting of the RSUs.

On August 17, 2022 the Issuer effected a 1 for 15 reverse share split (the "Reverse Share Split"). The number of ordinary shares reported in this Form 4 have been adjusted to reflect the Reverse Share Split.

Restricted share units ("RSUs") converted into ordinary shares on a one-for-one basis upon vesting of the RSUs.

Restricted share units ("RSUs") converted into ordinary shares on a one-for-one basis upon vesting of the RSUs.

On June 15, 2022, the reporting person was granted an award of 15,853 RSUs, which vested in full on June 15, 2023.

On August 17, 2022 the Issuer effected a 1 for 15 reverse share split (the "Reverse Share Split"). The number of ordinary shares reported in this Form 4 have been adjusted to reflect the Reverse Share Split.

Restricted share units ("RSUs") converted into ordinary shares on a one-for-one basis upon vesting of the RSUs.

On August 17, 2022 the Issuer effected a 1 for 15 reverse share split (the "Reverse Share Split"). The number of ordinary shares reported in this Form 4 have been adjusted to reflect the Reverse Share Split.

Restricted share units ("RSUs") converted into ordinary shares on a one-for-one basis upon vesting of the RSUs.

On June 15, 2022, the reporting person was granted an award of 15,853 RSUs, which vested in full on June 15, 2023.

On August 17, 2022 the Issuer effected a 1 for 15 reverse share split (the "Reverse Share Split"). The number of ordinary shares reported in this Form 4 have been adjusted to reflect the Reverse Share Split.

Restricted share units ("RSUs") converted into ordinary shares on a one-for-one basis upon vesting of the RSUs.

On June 15, 2022, the reporting person was granted an award of 15,853 RSUs, which vested in full on June 15, 2023.

On August 17, 2022 the Issuer effected a 1 for 15 reverse share split (the "Reverse Share Split"). The number of ordinary shares reported in this Form 4 have been adjusted to reflect the Reverse Share Split.

Restricted share units ("RSUs") converted into ordinary shares on a one-for-one basis upon vesting of the RSUs.

Restricted share units ("RSUs") converted into ordinary shares on a one-for-one basis upon vesting of the RSUs.

This amendment is being filed solely to correct an error in the Amount of Securities Beneficially Owned Following Reported Transaction in the original Form 4, as filed on April 3, 2023. The Amount of Securities Beneficially Owned Following Reported Transaction on April 1, 2023, which were reported as 37,636, should have been reported as 37,635.

Restricted share units ("RSUs") converted into ordinary shares on a one-for-one basis upon vesting of the RSUs.

On June 25, 2022, the reporting person was granted an award of 2,041 RSUs, which vested in full on April 1, 2023.

On August 17, 2022 the Issuer effected a 1 for 15 reverse share split (the "Reverse Share Split"). The number of ordinary shares reported in this Form 4 have been adjusted to reflect the Reverse Share Split.

The shares underlying this option shall vest at a rate of 33.3% of the total number of shares on the one-year anniversary of March 31, 2023 and the remaining 66.7% will vest in equal monthly installments thereafter until March 31, 2026, subject to the Reporting Person providing continuous service to the Issuer on each relevant vesting date.

The shares underlying this option shall vest at a rate of 33.3% of the total number of shares on the one-year anniversary of March 31, 2023 and the remaining 66.7% will vest in equal monthly installments thereafter until March 31, 2026, subject to the Reporting Person providing continuous service to the Issuer on each relevant vesting date.

The shares underlying this option shall vest at a rate of 33.3% of the total number of shares on the one-year anniversary of March 31, 2023 and the remaining 66.7% will vest in equal monthly installments thereafter until March 31, 2026, subject to the Reporting Person providing continuous service to the Issuer on each relevant vesting date.