Subject to Completion, dated March 20, 2020.
PRELIMINARY PROSPECTUS
ITERUM THERAPEUTICS PLC
Subscription Rights to purchase 8,400 Units, each Unit consisting of a 6.500% Exchangeable Senior Subordinated Note due 2025 in the original
principal amount of $1,000, to be issued by Iterum Therapeutics Bermuda Limited and guaranteed on an unsecured senior subordinated basis by Iterum Therapeutics plc, Iterum Therapeutics International Limited, Iterum Therapeutics US Limited and Iterum
Therapeutics US Holding Limited,
and
50 Limited Recourse Royalty-Linked Subordinated Notes, to be issued by Iterum Therapeutics Bermuda Limited and guaranteed on an unsecured
senior subordinated basis by Iterum Therapeutics plc, Iterum Therapeutics International Limited, Iterum Therapeutics US Limited and Iterum Therapeutics US Holding Limited
at a Subscription Price of $1,000 Per Unit
We and Iterum Therapeutics
Bermuda Limited (Iterum Bermuda) are distributing, at no charge to the holders of record as of the record date of our outstanding ordinary shares, nominal value $0.01 per share (ordinary shares), non-transferable subscription rights (Rights) to purchase units to be issued by Iterum Bermuda. We are distributing one Right for each outstanding ordinary share. The record date for determining the
holders of our ordinary shares eligible to participate in the Rights Offering is , 2020. Each Right will entitle the holder thereof to purchase, at the
holders election and subject to availability, at the subscription price of one thousand dollars ($1,000.00) (the Subscription Price), one unit (each, a Unit), consisting of (a) a 6.500% Exchangeable Senior
Subordinated Note due 2025, to be issued by Iterum Bermuda in the original principal amount of $1,000.00 (each, an Exchangeable Note), fully and unconditionally guaranteed on an unsecured senior subordinated basis by us, Iterum
Therapeutics International Limited, Iterum Therapeutics US Limited and Iterum Therapeutics US Holding Limited (collectively, the Guarantors), and (b) 50 Limited Recourse Royalty-Linked Notes, to be issued by Iterum Bermuda (each, a
Royalty-Linked Note), fully and unconditionally guaranteed on an unsecured senior subordinated basis by the Guarantors. No fractional Rights or Units will be distributed or issued. Holders of Rights may only purchase whole Units in the
Rights Offering. The Rights will not be tradeable. The Rights Offering does not constitute a distribution for Irish law purposes.
We will accept Rights
for up to 8,400 Units for a total purchase price of $8.4 million, which amount is approximately equal to the maximum aggregate principal amount of additional notes that may be issued under the applicable indenture under which the Exchangeable
Notes and Royalty-Linked Notes will be issued. Accordingly, sufficient Units may not be available to honor your subscription in full or at all. See The Rights OfferingSubscription Privilege.
The Rights may be exercised at any time during the subscription period, which will commence
on , 2020 and end at , New York City time,
on , 2020 (the Subscription Period). The Rights will expire and will have no value unless exercised prior to the expiration of the
Subscription Period, unless the Subscription Period is extended. We may extend the Subscription Period, although we have no current plans to do so. You should carefully consider whether to exercise your Rights before the expiration of the
Subscription Period. All exercises of Rights are irrevocable. We may cancel, modify or amend the Rights Offering at any time and for any reason prior to the expiration of the Subscription Period. If we cancel the Rights Offering, the Subscription
Agent for the Rights Offering, Computershare Trust Company, N.A., will return as soon as practicable, without interest or penalty, all payments of the aggregate Subscription Price it has received for the cancelled Rights Offering.
The components of the Units will be purchased as a Unit in the Rights Offering and will be immediately separate from one another upon the closing of the
Rights Offering such that the Exchangeable Notes and Royalty-Linked Notes will constitute separate securities and will be issued and transferable separately. The Units will not be transferable or issued as a separate security, nor will they, the
Exchangeable Notes or the Royalty-Linked Notes be listed on any stock exchange or market, except that we will use our commercially reasonable efforts to procure approval for the listing of the Exchangeable Notes and the Royalty-Linked Notes on the
Bermuda Stock Exchange pursuant to Section IIIB of the Bermuda Stock Exchange Listing Regulations prior to April 30, 2020.
The Exchangeable Notes
will be issued as additional notes under an indenture, dated as of January 21, 2020, pursuant to which we previously issued $51.6 million aggregate principal amount of Exchangeable Notes to investors in a private placement that closed on
January 21, 2020 (the Private Placement). The Royalty-Linked Notes will be issued as additional notes under an indenture, dated as of January 21, 2020, pursuant to which we previously issued $0.1 million aggregate
principal amount of Royalty-Linked Notes to the same investors in the Private Placement. See The Rights OfferingDescription of Private Placement.
Our board of directors is making no recommendation regarding your exercise of the Rights. The Rights may not be sold, transferred or assigned and will not be
listed for trading on any stock exchange or market.
If you have any questions or need further information about the Rights Offering, please call
Georgeson LLC, the Information Agent for the Rights Offering, at (888) 607-6511 (toll free in the U.S. and Canada) or +1 (781) 575-2137 (for calls outside the U.S. and
Canada).
Our ordinary shares are listed on the Nasdaq Global Market under the symbol ITRM. On March 19, 2020, the last sale price of our
ordinary shares as reported on the Nasdaq Global Market was $1.72 per share.
We are an emerging growth company as that term is used in the Jumpstart Our
Business Startups Act of 2012 and a smaller reporting company as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended. As such, we have elected to rely on certain reduced
public company disclosure requirements. See Prospectus Summary Implications of Being an Emerging Growth Company and a Smaller Reporting Company.
Investing in these
securities involves certain risks. See Risk Factors beginning on page 16 of this prospectus and in our filings with the Securities and Exchange Commission that are incorporated by reference in this
prospectus to read about factors you should consider before buying these securities.
We are not and will not be regulated by the Central Bank of
Ireland (the Central Bank) as a result of issuing the Exchangeable Notes, the Royalty-Linked Notes or the ordinary shares issuable and deliverable upon exchange of the Exchangeable Notes. Any investment in the Exchangeable Notes, the
Royalty-Linked Notes and the ordinary shares issuable and deliverable upon exchange of the Exchangeable Notes does not have the status of a deposit and is not within the scope of the Deposit Protection Scheme operated by the Central Bank.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of
this prospectus is , 2020.