Item 3.03. Material Modification to Rights of Security Holders.
The information contained in Item 5.03 below is incorporated by reference into
this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On September 15, 2022 (the "Effective Date"), Nabriva Therapeutics plc (the
"Company") filed an Amended and Restated Memorandum and Articles of Association
of the Company (the "Amended Articles of Association") with the Irish Companies
Registration Office and effected, as of 5:00 p.m. Eastern Standard Time on the
Effective Date, a one-for-twenty-five reverse stock split (the "Reverse Stock
Split") of the Company's ordinary shares, nominal value $0.01 per share (the
"Ordinary Shares").
As a result of the Reverse Stock Split, every twenty-five Ordinary Shares of
$0.01 each (nominal value) in the authorized and unissued and authorized and
issued share capital of the Company were consolidated into one Ordinary Share of
$0.25 each (nominal value), and the nominal value of each Ordinary Share was
subsequently immediately reduced from $0.25 to $0.01 nominal value per share. No
fractional shares were issued in connection with the Reverse Stock Split.
Shareholders who would otherwise be entitled to a fractional Ordinary Share are
instead entitled to receive a proportional cash payment.
All outstanding stock options, restricted stock units and warrants entitling
their holders to purchase or acquire Ordinary Shares were adjusted as a result
of the Reverse Stock Split, as required by the terms of such securities.
As previously disclosed in the Company's Current Report on Form 8-K filed on
August 17, 2022, at the Company's Annual General Meeting of Shareholders held on
August 11, 2022, the shareholders of the Company voted to approve, subject to
and conditional upon the board of directors of the Company determining, in its
sole discretion, that a reverse stock split was necessary for the Company to
comply with the minimum $1.00 per share requirement pursuant to Nasdaq Listing
Rule 5450(a)(1) (the "Bid Price Rule"), a reverse stock split (i.e., a
consolidation of share capital under Irish law) whereby such number of
authorized and unissued and authorized and issued shares in the capital of the
Company as the board of directors of the Company may determine that is not less
than 10 ordinary shares and not more than 25 ordinary shares be consolidated
into one ordinary share of such nominal value as is proportionate to the
determined consolidation ratio, which nominal value shall not be less than $0.10
each (nominal value) and not more than $0.25 each (nominal value), and the
subsequent reduction in the nominal value of the ordinary shares in the
authorized and unissued and authorized and issued share capital of the Company
from the aforementioned nominal value (as reflects the share consolidation ratio
chosen by the board of directors) to $0.01 each. The board of directors of the
Company subsequently determined that the Reverse Stock Split was necessary for
the Company to comply with the Bid Price Rule and approved the implementation of
the Reverse Stock Split at a ratio of 1-for-25 Ordinary Shares.
Trading of the Ordinary Shares on a Reverse Stock Split-adjusted basis will
begin at the opening of trading on September 16, 2022.
This Item 5.03, including the description herein of the Amended Articles of
Association, is qualified in its entirety by reference to the full text of the
Amended Articles of Association, a copy of which is attached hereto as Exhibit
3.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Amended and Restated Memorandum and Articles of Association of
Nabriva Therapeutics plc
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)© Edgar Online, source Glimpses
NABRIVA THERAPEUTICS PLC 
