Iterum Therapeutics plc (Nasdaq: ITRM) (the “Company”), a
clinical-stage pharmaceutical company focused on developing next
generation oral and IV antibiotics to treat infections caused by
multi-drug resistant pathogens in both community and hospital
settings, today announced that the subscription period of its
previously announced rights offering (the “Rights Offering”)
expired at 5:00 p.m., Eastern Time, on August 6, 2024. As
previously disclosed, the Company distributed, at no charge,
subscription rights to the Company’s shareholders and holders of
warrants that had contractual rights to participate in the Rights
Offering which were not waived (each, an “eligible warrant holder”
and collectively, the “eligible warrant holders”) as of 5:00 p.m.,
Eastern Time, on July 16, 2024 (the “Record Date”).
The Company distributed an aggregate of
17,007,601 non-transferable subscription rights to purchase an
aggregate of 8,503,800 units (“Units”) at a subscription price of
$1.21 per whole Unit, consisting 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 (the “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 (the “5-year warrants” and, together with the 1-year
warrants, the “warrants”). Each shareholder and holder of eligible
warrants received one subscription right for every ordinary share
owned and every ordinary share issuable upon exercise of eligible
warrants at 5:00 p.m., Eastern Time, on the Record Date. Each
subscription right entitled its holder to purchase 0.50 Units, at a
subscription price of $0.605 per 0.50 Units (the “Subscription
Price”), consisting of (i) 0.50 ordinary shares, (ii) a 1-year
warrant to purchase 0.25 ordinary shares and (iii) a 5-year warrant
to purchase 0.50 ordinary shares, which the Company refers to as
the “basic subscription right.”
Holders who fully exercised their basic
subscription rights were entitled to exercise an over-subscription
privilege to subscribe for and purchase, at the Subscription Price,
additional Units that remain unsubscribed as a result of
unexercised basic subscription rights (the “over-subscription
privilege”), subject to proration and share ownership
limitations.
During the Rights Offering, rights holders
validly subscribed for 6,121,965 Units at the Subscription Price.
Subscription rights that were not properly exercised by 5:00 p.m.,
Eastern Time, on August 6, 2024, expired and may no longer be
exercised. As sufficient Units were available after the expiration
of the subscription period to satisfy all over-subscription
privilege requests, the Company honored all over-subscription
privilege requests in full. A total of 5,091,550 Units were validly
exercised pursuant to the over-subscription privilege. The Company
expects to deliver the ordinary shares underlying the Units
purchased in the Rights Offering to rights holders on or about
August 9, 2024, and expects to deliver the 1-year warrants and
5-year warrants comprising the Units purchased in the Rights
Offering to the warrant agent on or about August 9, 2024.
Based on these results, the Company estimates
that it will receive aggregate gross proceeds of approximately $7.4
million, not including estimated expenses relating to the Rights
Offering and payable by the Company of approximately $1.1
million.
Maxim Group LLC acted as dealer-manager for the
Rights Offering. Questions about the Rights Offering may be
directed to Maxim Group LLC, the dealer-manager for the Rights
Offering, at 300 Park Avenue, New York, NY 10022, Attention
Syndicate Department, or via email at syndicate@maximgrp.com or
telephone at (212) 895-3745.
A registration statement on Form S-1 (File No.
333-280045) (as amended, the “Registration Statement”) relating to
the Rights Offering has been filed with and declared effective by
the U.S. Securities and Exchange Commission (the “SEC”). The Rights
Offering was made only by means of a prospectus, copies of which
were delivered to shareholders and eligible warrant holders of
record as of 5:00 p.m., Eastern Time, on the Record Date. A copy of
the Registration Statement and the final prospectus can also be
accessed through the SEC’s website at www.sec.gov or be obtained
from the information agent for the Rights Offering, Georgeson LLC,
by calling (866) 920-4401 (toll free in the U.S. and Canada) or
(781) 896-6947 (for calls outside the U.S. and Canada).
This press release does not constitute an offer
to sell or a solicitation of an offer to buy any Units, ordinary
shares, warrants or any other securities, nor will there be any
sale of Units, ordinary shares, warrants or any other securities in
any state or other jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction,
including under the sanctions laws and regulations of the European
Union or the United States of America.
About Iterum Therapeutics
plc
Iterum Therapeutics plc is a clinical-stage
pharmaceutical company dedicated to developing differentiated
anti-infectives aimed at combatting the global crisis of multi-drug
resistant pathogens to significantly improve the lives of people
affected by serious and life-threatening diseases around the world.
Iterum Therapeutics is advancing the development of its first
compound, sulopenem, a novel penem anti-infective compound, with an
oral formulation and IV formulation. Sulopenem has demonstrated
potent in vitro activity against a wide variety of gram-negative,
gram-positive and anaerobic bacteria resistant to other
antibiotics. Iterum Therapeutics has submitted an NDA for oral
sulopenem for the treatment of uncomplicated urinary tract
infections in adult women, which has been accepted for review by
the U.S. Food and Drug Administration and has received Qualified
Infectious Disease Product (QIDP) and Fast Track designations for
its oral and IV formulations of sulopenem in seven indications.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains forward-looking
statements within the meaning of The Private Securities Litigation
Reform Act of 1995. These forward-looking statements include,
without limitation, statements regarding the Company’s plans,
strategies and prospects for its business, including the
development, therapeutic and market potential of sulopenem, the
estimated net proceeds and completion of the Rights Offering. 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 Rights Offering will be satisfied, the
uncertainties inherent in the initiation and conduct of clinical
and non-clinical development, changes in regulatory requirements or
decisions of regulatory authorities, the timing of approval of any
submission, changes in public policy or legislation,
commercialization plans and timelines, if oral 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 Company’s ability to
maintain listing on the Nasdaq Capital Market, risks and
uncertainties concerning the outcome, impact, effects and results
of the Company’s pursuit of strategic alternatives, including the
terms, timing, structure, value, benefits and costs of any
strategic process and the Company’s ability to complete one,
whether on attractive terms or at all, the price of the Company’s
securities, the expected use of proceeds from the Rights Offering
and other risks and uncertainties discussed under the caption “Risk
Factors” in its Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2024 filed with the SEC, 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 press release. 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.
Investor Contact: Judy Matthews
Chief Financial Officer 312-778-6073 IR@iterumtx.com
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