Iterum Therapeutics Announces $5 Million Registered Direct Offering Priced At-the-Market under Nasdaq Rules
June 03 2020 - 9:50AM
Iterum Therapeutics plc (Nasdaq: ITRM), 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 it has entered into definitive agreements with
institutional investors for the purchase and sale of 2,971,770 of
its ordinary shares at a purchase price of $1.6825 per ordinary
share in a registered direct offering priced at-the-market under
Nasdaq rules. The Company also agreed to issue to the
investors unregistered warrants to purchase up to 1,485,885
ordinary shares in a concurrent private placement. The
warrants have an exercise price of $1.62 per share, are exercisable
immediately, and will expire five and one-half years following the
date of issuance. The closing of the offering is expected to
occur on or about June 5, 2020, subject to the satisfaction of
customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The gross proceeds to the Company from the
offering are expected to be $5.0 million, before deducting the
placement agent’s fees and other offering expenses payable by
Iterum Therapeutics. The Company intends to use the net
proceeds from this offering to fund the continued clinical
development of sulopenem, including the Company’s ongoing Phase 3
clinical trial of sulopenem for uUTI, the management of potential
regulatory filings and for working capital and general corporate
purposes.
The ordinary shares (but not the warrants issued
in the private placement or the ordinary shares issuable upon
exercise of the warrants) are being offered by the Company pursuant
to a “shelf” registration statement on Form S-3 (File No.
333-232569) previously filed with the Securities and Exchange
Commission, or the SEC, and declared effective by the SEC on July
16, 2019. The offering of the ordinary shares will be
made only by means of a prospectus, including a prospectus
supplement, forming a part of the effective registration
statement. A final prospectus supplement and accompanying
prospectus relating to the ordinary shares being offered will be
filed with the SEC. Electronic copies of the final prospectus
supplement and accompanying prospectus may be obtained, when
available, on the SEC’s website at http://www.sec.gov or by
contacting H.C. Wainwright & Co., LLC, 430 Park Avenue,
3rd Floor, New York, NY 10022, or by telephone at (646)
975-6996, or email at placements@hcwco.com.
The warrants described above were offered in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended, or the Act, and Regulation D promulgated
thereunder, and the warrants and the ordinary shares issuable upon
exercise of the warrants have not been registered under the Act or
applicable state securities laws. Accordingly, the warrants and
ordinary shares issuable upon exercise of the warrants may not be
offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Act and such applicable state
securities laws.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any of the
securities described herein, nor shall there be any sale of these
securities in any state or other jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
other jurisdiction.
About Iterum Therapeutics
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. 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 received Qualified
Infectious Disease Product (QIDP) and Fast Track designations for
its oral and IV formulations of sulopenem in seven indications.
Safe Harbor Statement
This press release may contain forward-looking statements. These
forward-looking statements include, without limitation, statements
regarding the anticipated closing of the offering, the use of
proceeds from the offering, the transactions contemplated by the
transaction documents, and the Company’s plans, strategies and
prospects for its business. 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,” “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 offering
will be satisfied, the uncertainties inherent in the conduct of
clinical trials, availability and timing of data from clinical
trials, changes in regulatory requirements or decisions of
regulatory authorities, changes in public policy or legislation,
commercialization plans and timelines, if 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 impact of COVID-19 and related responsive measures thereto,
risks and uncertainties concerning the outcome, impact, effects and
results of the Company’s evaluation of corporate, strategic and
financial alternatives, including the terms, timing, structure,
value, benefits and costs of any corporate, strategic or financial
alternative and the Company’s ability to complete one at all, the
price of our securities, the expected use of proceeds from this
offering and other factors discussed under the caption “Risk
Factors” in its most recently filed Quarterly Report on Form 10-Q,
and other documents filed with the SEC from time to time.
Forward-looking statements represent our beliefs and assumptions
only as of the date of this press release. Except as required by
law, we assume 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.
CONTACT:
Investor Contact: Judy Matthews Chief Financial Officer
312-778-6073 IR@iterumtx.com
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