Item 3.03 Material Modification to Rights of Security
Holders.
The information contained in Item 5.03 of this Current
Report on Form 8-K is incorporated by reference into
this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
Amendment and Restatement of Constitution
Effective as of January 28, 2021, Iterum Therapeutics plc, or the Company,
amended its constitution (the "Amended and Restated Constitution") following
approval by its shareholders at its extraordinary general meeting (the "EGM") of
a proposal to increase the Company's authorized share capital from $2,500,000 to
$4,000,000 by the creation of an additional 150,000,000 ordinary shares.
A copy of the Amended and Restated Constitution is attached hereto as
Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 28, 2021, the Company reconvened its EGM which was previously
convened and adjourned on January 26, 2021. At the EGM, the Company's
shareholders voted on the following proposals, each of which is described in the
Company's definitive proxy statement filed with the Securities and Exchange
Commission on December 29, 2020.
Proposal No. 1: Increase in Authorized Share Capital. The shareholders approved
an increase in the authorized share capital of the Company from $2,500,000 to
$4,000,000 by the creation of an additional 150,000,000 ordinary shares. The
results of the shareholders' vote were as follows:
For Against Abstain
22,241,385 2,704,453 213,961
Proposal No. 2: Authority to Allot. The shareholders granted the board of
directors an updated authority under Irish law to allot and issue shares,
warrants, convertible instruments and options. The results of the shareholders'
vote were as follows:
For Against Abstain Broker Non-Votes
9,834,100 1,557,078 141,406 13,627,215
Proposal No. 3: Dis-application of Statutory Pre-emption Rights. The
shareholders granted the board of directors an updated authority under Irish law
to issue shares for cash without first offering those shares to existing
shareholders under pre-emptive rights that would otherwise apply to the
issuance. The results of the shareholders' vote were as follows:
For Against Abstain Broker Non-Votes
9,633,426 1,721,206 177,952 13,627,215
Item 8.01 Other Events
As previously disclosed, on September 24, 2020, the Company received a letter
from the Listing Qualifications Department of The Nasdaq Stock Market, LLC, or
Nasdaq, indicating that, based on the closing bid price for the previous 30
consecutive business day, the listing of the Company's ordinary shares was not
in compliance with Nasdaq Listing Rule 5450(a)(1) to maintain a minimum bid
price of $1.00 per share (the "Bid Price Rule"). Under Nasdaq Listing Rule
5810(c)(3)(A), the Company had a period of 180 calendar days, or until March 23,
2021, to regain compliance with the minimum bid price requirement. On January
22, 2021, the Company received formal notification from Nasdaq confirming that
for the period from January 7 to January 21, 2021 the closing bid price
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of the Company's ordinary shares had been $1.00 per share or
greater. Accordingly, the Company has regained compliance with the Bid Price
Rule and Nasdaq confirmed that the matter is now closed.
On January 25, 2021, the Company issued a press release announcing that the U.S.
Food and Drug Administration, or the FDA, had accepted for review a new drug
application for sulopenem etzadroxil/probenecid, or oral sulopenem, for the
treatment of uncomplicated urinary tract infections in patients with a quinolone
non-susceptible pathogen. The FDA has designated the application as a priority
review and consequently assigned a PDUFA (Prescription Drug User Fee Act) goal
date for completion of the review of oral sulopenem of July 25, 2021.
The full text of the press release issued in connection with this announcement
is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Amended and Restated Constitution of Iterum Therapeutics plc
99.1 Press Release of Iterum Therapeutics plc dated January 25, 2021
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