6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2016

Commission File Number 001-37558

NABRIVA THERAPEUTICS AG

(Translation of registrant’s name into English)

Leberstrasse 20

1110 Vienna, Austria

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

FORM 20-F x FORM 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  o

Closing of Rights Offering and Underwritten Offering

On December 19, 2016, Nabriva Therapeutics AG issued a press release announcing that it had completed its previously announced rights offering and its previously announced underwritten offering for the American Depositary Shares unsubscribed for in the rights offering. This Report on Form 6-K contains the following exhibits in connection with the completion of the underwritten offering and rights offering.  This report and such exhibits (other than Exhibit 99.1) are hereby incorporated by reference into the Registration Statement on Form F-3 (No. 333-214197), the prospectus supplement dated November 29, 2016 and the pricing supplement dated December 14, 2016 of Nabriva Therapeutics AG.  The information contained in Exhibit 99.1 to this Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

3.1Amended Articles of Association of Nabriva Therapeutics AG

5.1Opinion of Freshfields Bruckhaus Deringer LLP

99.1Press Release dated December 19, 2016

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NABRIVA THERAPEUTICS AG
By:	/s/ Colin Broom
	Colin Broom
	Chief Executive Officer
Date: December 19, 2016

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EXHIBIT INDEX

Exhibit Number	Description
3.1	Amended Articles of Association of Nabriva Therapeutics AG
5.1	Opinion of Freshfields Bruckhaus Deringer LLP
99.1	Press Release dated December 19, 2016

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EX-3.1

Exhibit 3.1

English Convenience Translation

German version shall prevail

ARTICLES OF ASSOCIATION

of

Nabriva Therapeutics AG

I. GENERAL PROVISIONS

§ 1 Name and Corporate Seat of the Company

(1)The name of the Company is Nabriva Therapeutics AG.

(2)The corporate seat of the Company is Vienna.

§ 2 Object of the Company

(1)The object of the Company is:

a)The research and development in the sector of medicine and pharmaceuticals, in particular in with respect to anti-infective agents, the registration and realisation of IP rights in these sectors as well as trading with goods of any kind;

b)To hold shares in similar companies and to manage the business of such companies;

c)to acquire, manage and sell shareholdings in other companies of the same or a similar nature, except for banking business and investment services.

(2)In addition, the Company may provide any and all services related to the aforesaid objects and engage in any and all business necessary or useful for the attainment of aforesaid objects; the Company is active in Austria and abroad.

§ 3 Publications

(1)Publications of the Company, to the extent required by mandatory law, shall be made in the official gazette of the “Wiener Zeitung”. Apart from that, publications of the Company shall be made in accordance with the relevant applicable law.

(2)Unless written form is required by mandatory law, proposals for resolutions, statements of reasons and other declarations to the Company shall be made in

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text form exclusively to the fax number or email address specified under “Investor Relations” on the website of the Company. The declaration shall be made in a document or in another manner suitable for its permanent reproduction in writing and shall state the name of the person making the declaration, and the completion of the declaration must be shown through the reproduction of a signature of the name or otherwise, i.e. by adding the name.

(3)Proposals for resolutions, statements of reasons or declarations pursuant to Section 87 para 2 of the Austrian Stock Corporation Act (Aktiengesetz, AktG) and other notifications to the Company shall be submitted in any case in the German language. The German version shall always prevail; the Company is not obliged to verify whether any foreign language version is a true translation of the German version.

II. SHARE CAPITAL OF THE COMPANY

§ 4 Share Capital and Shares

(1)The share capital (Grundkapital) of the company amounts to EUR 2,719,025 (Euro two million seven hundred nineteen thousand twenty five) and must be fully paid up in cash.

It is divided in 2,719,025 (two million seven hundred nineteen thousand twenty five) no par value shares (auf Namen lautende nennbetragslose Stückaktien). Each no-par value share participates in the share capital of the Company to the same extent.

(2)The shares issued in a capital increase shall also be registered shares, unless provided otherwise in the resolution on the capital increase.

(3)The form and content of the share certificates shall be determined by the Management Board. The same applies to bonds, dividend and renewal coupons as well as to convertible bonds. A global share certificate shall be issued for several shares held by a shareholder. Any entitlement of a shareholder to the issuance of certificates for single shares is excluded.

(4)The nominal capital of the Company has been conditionally increased by up to EUR 15,062 (Euro fifteen thousand and sixty-two), divided into 15,062 (fifteen thousand and sixty-two) no-par value registered shares (conditional capital). The conditional capital increase is used to service the stock options granted to the employees, executive employees or members of the Management Board or Supervisory Board of the Company. The conditional capital increase shall be effected only to the extent that the beneficiaries exercise their stock options. The issuance price per share, which corresponds to the exercise price, shall amount to EUR 6.72.

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(5)The nominal capital of the Company has been conditionally increased by up to EUR 197,770 (Euro one hundred ninety-seven thousand seven hundred and seventy), divided into 197,770 (one hundred ninety-seven thousand seven hundred and seventy) no-par value registered shares (Conditional Capital 2016 [two thousand sixteen] — SOP). The conditional capital increase is used to service the stock options granted to the employees, executive employees or members of the Management Board or Supervisory Board and external consultants of the Company.

The increase out of the Conditional Capital 2016 (two thousand sixteen) — SOP shall be effected only to the extent that the beneficiaries exercise their stock options. The exercise price per option shall be equal to 100% (one hundred percent) of the fair market value per share on the date of participation of the respective beneficiary under the stock option plan 2015 (two thousand fifteen), as amended. If the Management Board, Supervisory Board, or shareholders, as the case may be, approve the grant of an option with an exercise price to be determined on a future date, the exercise price shall be equal to 100% (one hundred percent) of the fair market value on such future date.

The fair market value under the stock option plan 2015 (two thousand fifteen), as amended, shall be determined as follows:

(i)if the shares are not publicly traded, the Management Board, subject to the approval of the Supervisory Board, will determine the Fair Market Value for purposes of the stock option plan 2015 (two thousand fifteen), as amended, on the basis of an enterprise value of the Company of US$ 148,045,201 as determined by the independent third-party expert evaluator Duff & Phelps B.V. as of 31 March 2015, and taking into account any measure of value it determines to be appropriate to reflect changes in the value of the Company since 31 March 2015 in a manner consistent with the valuation principles under section 409A of the Internal Revenue Code;

(ii)if the shares trade on a national securities exchange, the fair market value corresponds to the closing sale price (for the primary trading session) on the date of participation of the respective beneficiary under the stock option plan 2015 (two thousand fifteen), as amended; or

(iii)if the shares do not trade on any such exchange, the fair market value corresponds to the average of the closing bid and asked prices as reported by an authorized OTCBB market data vendor (as listed on the OTCBB website otcbb.com) on the date of participation of the respective beneficiary under the stock option plan 2015 (two thousand fifteen), as amended.

For any date that is not a trading day, the fair market value of a share for such date will be determined by using the closing sale price or average of the bid and

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asked prices, as appropriate, for the immediately preceding trading day and with the timing in the formulas above adjusted accordingly. The Management Board can substitute a particular time of day or other measure of “closing sale price” or “bid and asked prices” if appropriate because of exchange or market procedures or can, in its sole discretion, use weighted averages either on a daily basis or such longer period as complies with section 409A of the Internal Revenue Code.

The Supervisory Board is authorized to resolve on amendments of the articles of association which result from the issuance of shares out of the Conditional Capital 2016 (two thousand sixteen) — SOP.

(6)The Management Board is authorized to increase the company’s registered share capital within a period of five years from registration of the respective amendment of the company’s articles of association in the commercial register, subject to the approval of the supervisory board, by up to EUR 146,129 (Euro one hundred forty six thousand one hundred twenty-nine) by way of issuing up to 146,129 (one hundred forty six thousand one hundred twenty-nine) new no-par value registered shares against contribution in cash or in-kind in full or in part under the exclusion of the shareholders’ subscription rights for the purposes to service the stock options granted to selected employees or members of the management board and the supervisory board and external consultants of the company under the existing stock option plan 2015 (two thousand fifteen), as amended (Authorized Capital 2016 [two thousand sixteen] — SOP).

The increase out of the Authorized Capital 2016 (two thousand sixteen) — SOP shall be effected only to the extent that the beneficiaries exercise their stock options. The exercise price per option shall be equal to 100% (one hundred percent) of the fair market value per share on the date of participation of the respective beneficiary under the stock option plan 2015 (two thousand fifteen), as amended. If the Management Board, Supervisory Board, or shareholders, as the case may be, approve the grant of an option with an exercise price to be determined on a future date, the exercise price shall be equal to 100% (one hundred percent) of the fair market value on such future date.

The fair market value under the stock option plan 2015 (two thousand fifteen), as amended, shall be determined as follows:

(i)if the shares are not publicly traded, the Management Board, subject to the approval of the Supervisory Board, will determine the Fair Market Value for purposes of the stock option plan 2015 (two thousand fifteen), as amended, on the basis of an enterprise value of the Company of US$ 148,045,201 as determined by the independent third-party expert evaluator Duff & Phelps B.V. as of 31 March 2015, and taking into account any measure of value it determines to be appropriate to reflect changes in the value of the Company since

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31 March 2015 in a manner consistent with the valuation principles under section 409A of the Internal Revenue Code;

(ii)if the shares trade on a national securities exchange, the fair market value corresponds to the closing sale price (for the primary trading session) on the date of participation of the respective beneficiary under the stock option plan 2015 (two thousand fifteen), as amended; or

(iii)if the shares do not trade on any such exchange, the fair market value corresponds to the average of the closing bid and asked prices as reported by an authorized OTCBB market data vendor (as listed on the OTCBB website otcbb.com) on the date of participation of the respective beneficiary under the stock option plan 2015 (two thousand fifteen), as amended.

For any date that is not a trading day, the fair market value of a share for such date will be determined by using the closing sale price or average of the bid and asked prices, as appropriate, for the immediately preceding trading day and with the timing in the formulas above adjusted accordingly. The Management Board can substitute a particular time of day or other measure of “closing sale price” or “bid and asked prices” if appropriate because of exchange or market procedures or can, in its sole discretion, use weighted averages either on a daily basis or such longer period as complies with section 409A of the Internal Revenue Code.

The Supervisory Board is authorized to resolve on amendments to the articles of association resulting from the issuance of shares from the Authorized Capital 2016 (two thousand sixteen) — SOP.

(7)Pursuant to section 159 para 2 no 1 Austrian Stock Corporation Act (section one hundred fifty-nine paragraph two number one Austrian Stock Corporation Act), the registered share capital of the Company is conditionally increased by up to EUR 704,162 (Euro seven hundred four thousand one hundred sixty-two) by issuing up to 704,162 (seven hundred four thousand one hundred sixty-two) new no-par value registered shares by way of exclusion of the existing shareholders’ subscription rights to be issued to holders of convertible bonds (Conditional Capital 2016 [two thousand sixteen] — Convertible Bonds).

The conditional capital increase shall be carried out only to the extent that the holders of these convertible bonds exercise their conversion and/or subscription rights with respect to shares in the Company. The issuance price and the exchange ratio shall be calculated, having due regard to the interests of the Company, the existing shareholders and the subscribers of the convertible bonds, in accordance with generally accepted methods of financial mathematics and on the basis of any applicable stock exchange price of the shares of the Company by applying a generally accepted pricing method which may also involve the participation of third-party experts (basis of calculation of the

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issuance price); the issuance price must not be lower than the pro-rata amount of the registered share capital. The new shares issued out of the Conditional Capital 2016 (two thousand sixteen) — Convertible Bonds shall be entitled to dividends to the same extent as already existing shares of the Company.

The Supervisory Board is authorized to resolve on amendments to the articles of association resulting from the issuance of shares out of the Conditional Capital 2016 (two thousand sixteen) — Convertible Bonds.

(8)The Management Board is authorized to increase the company’s registered share capital within a period of five years from registration of the respective amendment of the company’s articles of association in the commercial register, subject to the approval of the supervisory board, by up to EUR 329.906 (Euro three hundred twenty nine thousand nine hundred and six) by way of issuing up to 329.906 (three hundred twenty nine thousand nine hundred and six) new no-par value registered shares against contribution in cash or in-kind in full or in part, also by excluding the shareholders’ subscription rights, and to determine the issue price which may not be below the proportionate amount per share in the company’s registered share capital, as well as issuance conditions in agreement with the supervisory board (Authorized Capital 2016 [two thousand sixteen]).

The Supervisory Board is authorized to resolve on amendments to the articles of association resulting from the issuance of shares from the Authorized Capital 2016 (two thousand sixteen).

III. CORPORATE BODIES

A. MANAGEMENT BOARD

§ 5 Composition of the Management Board

(1)The Management Board shall have between one and five members. The exact number of members of the Management Board shall be determined by the Supervisory Board.

(2)The Supervisory Board may appoint one member of the Management Board as chairman of the Management Board and one member of the Management Board as deputy chairman of the Management Board.

§ 6 Representation of the Company

(1)If the Management Board has several members, the Company shall be represented by two members of the Management Board acting jointly or by one member of the Management Board together with the holder of a general

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commercial power of attorney (Prokurist). If the Management Board has only one member, the Company shall be represented by such member acting solely.

(2)The Supervisory Board may grant individual members of the Management Board the power to independently represent the Company.

§ 7 Resolutions of the Management Board, Rules of Procedure

(1)Resolutions of the Management Board shall be passed by a simple majority.

(2)In the event of a tie, the chairman of the Management Board shall have a casting vote.

(3)The Supervisory Board may adopt Rules of Procedure for the Management Board. These Rules of Procedure shall, in particular, determine the distribution of responsibilities between the members of the Management Board and any transactions and measures which, in addition to the transactions and measures specified in Section 95 para 5 AktG, require the prior approval of the Supervisory Board. In the cases of Section 95 para 5 nos 4, 5 and 6 AktG, the Supervisory Board shall determine monetary limits up to which no approval of the Supervisory Board is required. In the cases of Section 95 para 5 nos 1 and 2 AktG, the Supervisory Board may determine such monetary limits.

(4)The Management Board may establish an Advisory Board to provide business advice, adopt Rules of Procedures for such Advisory Board and determine the remuneration of its members, each subject to the prior approval of the Supervisory Board. This shall be not affect the statutory duties and responsibilities of the Management Board and the Supervisory Board.

§ 8 Reports to the Supervisory Board

(1)The Management Board shall report to the Supervisory Board at least once a year on fundamental questions related to the Company’s future business policy and present the future development of the net assets, financial position and results of operation by means of a forecast (annual report).

(2)The Management Board shall also report to the Supervisory Board regularly, at least quarterly, on the progress of business and the current situation as compared to the forecast, giving consideration to future developments (quarterly report). If an event of major significance occurs, the chairman of the Supervisory Board shall be informed immediately; furthermore, the Supervisory Board shall be informed immediately of any circumstances that may have a material impact on the profitability or liquidity of the Company (special report).

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(3)The annual report and the quarterly reports shall be made in writing and, if requested by the Supervisory Board, oral explanations shall be given; such reports shall be delivered to each member of the Supervisory Board. The special reports shall be made in writing or orally.

(4)If requested by the Supervisory Board, the Management Board shall also report on any other matters concerning the Company.

B. SUPERVISORY BOARD

§ 9 Composition and Election of the Supervisory Board

(1)The Supervisory Board shall have at least three and up to ten members elected by the general meeting.

(2)Unless elected for a shorter term of office, the members of the Supervisory Board shall be elected for a period until the conclusion of the general meeting that resolves on the formal approval of the acts of the members of the Supervisory Board for the fourth fiscal year following the election, provided that the fiscal year in which the member of the Supervisory Board was elected is not included in this calculation.

(3)If any member of the Supervisory Board leaves office prior to the end of his/her term of office, an election of a substitute member is not required provided, however, that a substitute member shall be elected immediately by an extraordinary general meeting if the number of members of the Supervisory Board has fallen below three.

(4)Each member of the Supervisory Board may resign from office without stating reasons by giving four weeks written notice to the Management Board or to the chairman of the Supervisory Board. In the absence of the chairman of the Supervisory Board or in case of resignation by the chairman himself/herself, notice shall be given to his/her deputy or to the Management Board. Resignation at an inopportune moment is not permitted.

(5)Members of the Supervisory Board can be re-elected.

§ 10 Chairman and Deputy

(1)Immediately after its election, the Supervisory Board shall elect from among its members a chairman and a deputy. If the chairman or deputy leaves office, a substitute chairman or deputy shall be elected immediately.

(2)The chairman and the deputy can be re-elected.

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(3)When the deputy chairs the Supervisory Board, he/she shall have the same rights and obligations as the chairman.

(4)Declarations of intent by the Supervisory Board shall be made by the chairman and, in his/her absence, by his/her deputy.

§ 11 Meetings and Resolutions of the Supervisory Board

(1)The Supervisory Board shall adopt Rules of Procedure for itself.

(2)Meetings of the Supervisory Board shall be convened by the chairman or, in his/her absence, by the deputy by registered letter, fax, email or courier stating the time, place and agenda of the meeting. The notice convening the meeting shall be sent to the last address specified to the Company by each member of the Supervisory Board with a notice period of fourteen days between the date of the notice and the date on which the meeting is held. In urgent cases, the chairman may shorten this period.

(3)Upon request of the chairman, meetings of the Supervisory Board may also be convened by the Management Board. In such case, the meeting shall be convened in the same manner as meetings convened by the chairman or his/her deputy.

(4)The Supervisory Board has a quorum if all members of the Supervisory Board have been properly invited and at least three members of the Supervisory Board having been elected by the general meeting, including the chairman or the deputy, are personally present. Meetings of the Supervisory Board shall be chaired by the chairman or, in his/her absence, by his/her deputy.

(5)Resolutions shall be passed by a simple majority of the votes cast. In the event of a tie, also in elections, the person chairing the meeting shall have a casting vote (right to cast a decisive vote).

(6)Any member of the Supervisory Board may appoint another member of the Supervisory Board in writing as his/her proxy to act on his behalf in any individual meeting and may exercise his/her voting right in writing, by fax or by email. A member of the Supervisory Board represented by a proxy shall not be taken into account when determining whether a meeting has a quorum within the meaning of § 11(4). The right to chair a meeting cannot be delegated.

(7)Minutes shall be taken of the proceedings and resolutions of any meeting of the Supervisory Board, which shall be signed by the person chairing the meeting.

(8)Resolutions may also be passed in writing (by letter, fax or email) without a meeting being held if so ordered by the chairman or, in his/her absence, the

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deputy stating the reasons, provided that no member of the Supervisory Board expressly objects to this procedure by declaration to the chairman or, in his/her absence, the deputy within six working days of receipt of the circular resolution. The provisions of § 11(5) regarding the exercise of voting rights in writing shall apply mutatis mutandis. In such case, the appointment of a proxy within the meaning of § 11(6) is not permitted.

(9)The Supervisory Board may resolve on amendments to the Articles of Association which only relate to their wording.

§ 12 Committees

(1)The Supervisory Board may establish committees from among its members. The duties and powers of such committees shall be determined by the Supervisory Board who may also adopt Rules of Procedures for such committees. The Supervisory Board may also delegate decision-making powers to such committees, unless performance of duties by the entire Supervisory Board is required by mandatory law.

(2)Unless otherwise resolved by the Supervisory Board, the provisions on composition, convening, right of participation, quorum, voting and minutes which apply to the Supervisory Board shall apply mutatis mutandis to any committee thereof, provided that a committee may also have only two members.

(3)The Supervisory Board shall establish an Audit Committee pursuant to Section 92 para 4a AktG.

§ 13 Expense Allowance

(1)The members of the Supervisory Board elected by the general meeting shall be entitled to appropriate remuneration to be determined by the general meeting. The members of the Supervisory Board shall be entitled to reimbursement of their out-of-pocket expenses and to appropriate attendance fees.

(2)If members of the Supervisory Board perform special tasks in the interest of the Company, special remuneration may be granted to such members by resolution of the general meeting.

(3)If the term of office of a member of the Supervisory Board begins or ends during a fiscal year, remuneration shall be granted pro rata temporis.

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C. GENERAL MEETING

§ 14 Convening, Place, Participation

(1)General meetings shall be convened by the Management Board or the Supervisory Board.

(2)The notice convening the general meeting shall be published in accordance with § 3. Publication shall occur, in the case of ordinary general meetings, no later than the 28th day preceding the meeting or, in other cases, no later than the 21st day preceding the meeting.

(3)General meetings shall be held at the registered office of the Company or of any of its Austrian branches or Austrian subsidiaries or in a capital of the Austrian federal states.

(4)The Management Board is authorised, with the consent of the Supervisory Board, to provide in the notice convening the general meeting that shareholders are entitled to participate in the general meeting via voting by mail (Section 102 para 6 in conjunction with Section 127 AktG), via remote participation (Section 102 para 3 no 2 AktG) and/or via remote voting (Section 102 para 3 no 3 AktG) and to exercise any or all rights in such manner. If the Management Board makes use of this authorisation, details must be specified in the notice convening the general meeting.

(5)The participation of members of the Management Board or the Supervisory Board via an optical and acoustic two-way communication line is permitted.

§ 15 Participation

(1)The entitlement to participate in the general meeting and to exercise the shareholder rights to be exercised in the general meeting shall be based on the registration in the share register at the end of the tenth day preceding the general meeting (record date).

(2)The shareholders registered in the share register on the record date are entitled to participate in the general meeting, provided that they register for the meeting in text form at the address specified for such purpose in the notice convening the general meeting no later than three working days prior to the meeting, unless a later date is specified in such notice.

(3)Each shareholder may appoint a natural person or legal entity as proxy to participate in the general meeting and to exercise the shareholder rights to be exercised in the general meeting on his/her behalf. The power of attorney appointing the proxy shall be granted in text form, sent to the Company in accordance with § 3(2) and kept or recorded in a verifiable manner by the

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Company. The details for the granting of such powers of attorney shall be published together with the notice convening the general meeting.

(4)A separate registration for remote participation and remote voting (§ 14(3)) may be required in the notice convening the general meeting, provided that also an earlier cut-off date for registration may be specified.

§ 16 Voting Right in the General Meeting

(1)Each no-par value share confers one vote.

(2)Resolutions of the general meeting shall be passed by a simple majority of the votes cast, unless a greater majority is required by law, provided, however, that resolutions on capital increases pursuant to Section 149 AktG without the exclusion of subscription rights may be passed by a simple majority of the votes cast. In cases in which a majority of the share capital is required, the resolutions shall be passed by a simple majority of the registered share capital represented at the time of voting, unless a greater majority of the share capital is required by law.

(3)If, in case of elections, a simple majority is not achieved in the first ballot, a second ballot shall be held between the two candidates who received the largest number of votes. In the event of a tie, the election shall be decided by lot.

§ 17 Chair of the General Meeting

(1)The general meeting shall be chaired by the chairman of the Supervisory Board and, in his/her absence, by his/her deputy. In the absence of both of them, the present notary shall chair the meeting until a chairman is elected.

(2)The chairman of the general meeting shall conduct the proceedings and shall determine, in particular, the order in which the items on the agenda are dealt with and the order of the speakers and, for each item on the agenda, the form and order of the voting on the proposals for resolutions as well as the procedure for counting the votes, unless provided otherwise by mandatory law.

(3)The general meeting may be publicly transmitted in parts or in its entirety by audio and/or visual means and may be made available on the internet.

(4)The language of the proceedings of the general meeting is German.

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IV. ANNUAL FINANCIAL STATEMENTS AND APPROPRIATION OF PROFIT

§ 18 Fiscal Year

(1)The fiscal year of the Company corresponds to the calendar year.

(2)The Company is established for an indefinite period.

§ 19 Annual Financial Statements and Management Report

(1)The Management Board shall, within the first five months of each fiscal year, prepare the annual financial statements and the management report as well as the consolidated financial statements and the group management report for the preceding fiscal year and submit these documents, after they have been audited by the auditor, together with the corporate governance report to the Supervisory Board. If the annual financial statements show a distributable profit (Bilanzgewinn), the Management Board shall also submit to the Supervisory Board a proposal for the appropriation of such profit.

(2)The Supervisory Board shall audit the documents pursuant to § 19(1) within two months of receipt and shall make a statement to the Management Board and report to the general meeting on such audit.

(3)If the Supervisory Board approves the annual financial statements, they are adopted unless the Management Board and the Supervisory Board decide that the annual financial statements shall be adopted by the general meeting.

(4)The general meeting shall, within the first eight months of each fiscal year, resolve on the appropriation of the distributable profit, the discharge of the members of the Management Board and the Supervisory Board from responsibility (Entlastung) in the preceding fiscal year, the election of the auditors and, in the cases provided by law, on the adoption of the annual financial statements.

§ 20 Distribution of Profits

(1)The distributable profit shall be distributed to the shareholders in proportion to the amounts paid in on their shares, unless the general meeting resolves to appropriate such profit otherwise. The general meeting may also resolve not to distribute, or distribute only part of, the distributable profit shown in the financial statements to the shareholders. Amounts paid in on shares during the fiscal year shall be taken into account in proportion to the period that has passed

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since such payments were made. If new shares are issued during the fiscal year, the date from which such shares carry dividend rights shall be determined.

(2)Dividends shall be due for payment to the shareholders within 30 (thirty) days of the ordinary general meeting, unless resolved otherwise by the general meeting.

(3)Dividends not claimed by the shareholders within three years from their due date shall be forfeited and shall be allocated to the free reserves of the Company.

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EX-5.1

Exhibit 5.1

	Freshfields Bruckhaus Deringer LLP
	Attorneys at Law
	em. Dr Heinz H Löber, MCJ	Dr Erika Rittenauer, LL M
	em. DDr Georg Bahn	Dr Eva Katharina Strunz, LL M
	Dr Günther J Horvath, MCJ	Dr Franz Stenitzer, LL M
	Mag Dr Willibald Plesser	Dr Erik Hödl
	Mag Dr Thomas Zottl	Dr Sandra Gutmann, LL M
Nabriva Therapeutics AG	Dr Christof Pöchhacker, MCL	Mag Niamh Leinwather
Leberstrasse 20	Dr Stefan Köck, LL M	Dr Maria Dreher
1110 Vienna	Dr Michael Sedlaczek	Dr Maximilian Jacob
Austria	Dr Thomas Kustor, LL M	Dr Christian Jöllinger, LL M
	Dr Friedrich Jergitsch	Mag Barbara Luger, LL M
	Mag Dr Bertram Burtscher	MMag Caroline Liertzer
	Dr Konrad Gröller	Dr Dora Rendessy
	Dr Farid Sigari-Majd	Mag Dr Désirée Prantl, LL M
	Dr Florian Klimscha, LL M	European lawyer established in Austria:
	Dr Stephan Denk	Dr Anna K Wolf-Posch, LL M
	Dr Alfred Zehner, LL M	Lic iur Eliane Fischer, MIA
	Dr Stephan Pachinger, LL M	Not admitted as attorney-at-law in Austria:
	Dr Mario Züger	Univ Prof Dr Claus Staringer, Tax Advisor
	Dr Sabine Prossinger	Jenny W T Power, JD (Florida, USA)
	Mag Dr Michal Dobrowolski	Christopher J Hall, JD
	Dr Lutz Riede, LL M	(Virginia, Washington, DC, USA)
	Dr Karin Buzanich-Sommeregger	Amanda Neil, BA LL B (Hons) (England and
	Dr Ludwig Hartenau	Wales, New South Wales, Australia)
	Mag Johannes Lutterotti	dr Agnes Molnar (England and Wales, Hungary)
	Dr Felix Neuwirther	Blair Day, B Com LL B (Hons)
	Dr Lukas Bauer	(Victoria, Australia)
	Mag Dr Lars Gläser
19 December 2016	Doc ID	Vienna
	DAC22910037/3	Seilergasse 16
		1010 Vienna
	Our Ref	T+43 1 515 15 0 (Switchboard)
	137907-0001 TZ	D+43 1 515 15 209 (Direct)
		F+43 1 512 63 94
NABRIVA THERAPEUTICS AG — Form F 3 Registration Statement under the Securities Act of 1933		Ethomas.zottl@freshfields.com
		www.freshfields.com

Dear Sir / Madam,

Introduction

1.We are acting as legal advisers to Nabriva Therapeutics AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of the Republic of Austria, registered under number FN 269261 y with the commercial register (Firmenbuch) of the Vienna Commercial Court (the Company) in connection with the offer of rights to the holders of common shares and the holders American depository shares to subscribe for 588,127 no-par value common shares (the New Shares) of the Company, each such New Share having a notional value of EUR 1.00 per share, including New Shares represented by American Depository Shares (the ADSs). The New Shares were offered to the existing holders of the Company’s common shares and ADSs and, to the extent that the subscription rights were not exercised, to new investors.

Capitalized terms used and not otherwise defined herein have the meaning assigned to such terms in the underwriting agreement to be entered into among the Company and the underwriters. In this opinion, “Austria” means the Republic of Austria.

Freshfields Bruckhaus Deringer LLP is a limited liability partnership with its registered office at 65 Fleet Street, London EC4Y 1HS, England. It is registered with the Registrar of Companies for England and Wales at Companies House under company number OC334789 and is authorised and regulated by the Solicitors Regulation Authority. Freshfields Bruckhaus Deringer LLP, Zweigniederlassung Wien is registered with the commercial register of the Commercial Court of Vienna under no FN 311246 s.

A list of the members (and of the non-members who are designated as partners) of Freshfields Bruckhaus Deringer LLP is available for inspection at its registered office. Any reference to a partner means a member, or a consultant or employee with equivalent standing and qualifications, of Freshfields Bruckhaus Deringer LLP or any of its affiliated firms or entities. Please refer to www.freshfields.com/support/legalnotice for further information.

Scope of Opinion

2.The undersigned is admitted to the bar in Vienna, Austria and licensed as an attorney-at-law in Austria. This opinion is, therefore, limited to matters of Austrian law as presently in effect. Our opinions expressed herein are given on the basis that they represent a fair view of the legal position (vertretbare Rechtsansicht) under Austrian law but do not purport to reflect all positions taken by the courts and academic literature in the past with respect to a particular legal issue. We assume no obligation to update the opinions expressed herein if laws, facts or circumstances change after the date hereof. We have not investigated and do not express or imply an opinion with respect to the laws of any jurisdiction other than Austria. In particular, this opinion does not address itself to matters arising out of or in connection with the issuance or the listing of the ADS on The NASDAQ Global Market. We have not been instructed to review any tax or regulatory matters (other than those expressly mentioned in this opinion) and (except as stated otherwise in this opinion) any reference to Austrian law herein shall exclude the law relating to such matters. Except as necessary or appropriate for the purposes of this opinion, we have not independently verified factual matters for the purposes of this opinion, and our opinion does not purport to express or imply any opinion with regard to such matters, including the adequacy of any of the economic terms of the transactions contemplated in the Documents (as defined below). Nothing herein should be taken as expressing an opinion with respect to the representations and warranties or other factual statements (other than any facts that are the subject of this opinion), contained in the Documents (as defined below). Where this opinion letter refers to facts or documents “known to us” or statements are made based upon “our knowledge”, and in all other similar circumstances, such knowledge shall only be relevant with regard to the conscious awareness of those lawyers of our firm having worked specifically on the transaction being the subject matter of this opinion.

Language, Governing Law and Jurisdiction

3.In this opinion, Austrian legal terms have been translated into English. These translations may not always reflect the exact meaning of the terms in German. This opinion, therefore, may only be relied upon under the express condition that any issues arising hereunder (including, without limitation, issues of interpretation) will be governed by and construed in accordance with Austrian law as at the date of this opinion. The courts of Vienna, Austria shall have exclusive jurisdiction with respect to any matters of liability arising hereunder.

Documents Reviewed

4.In rendering this opinion, we have examined the following documents:

(a)a copy of the Company’s articles of association (Satzung), as amended in the shareholders’ meeting dated 25 August 2016 and in connection with the capital increase effective as of 17 December 2016 (the Articles);

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(b)a confirmation letter of the Company confirming the share capital as of 28 November 2016 (the Confirmation);

(c)a copy of the resolution of the ordinary shareholders meeting of the Company on 25 August 2016 authorizing the management board to increase the share capital of the Company by issuing up to 918,033 new shares, at a minimum price of EUR 1.00 per new share;

(d)a copy of the resolutions of the management board (Vorstand) and the supervisory board (Aufsichtsrat) of the Company dated 28 November 2016 and 14 December 2016, respectively, resolving upon the issuance of the New Shares out of authorized capital;

(e)a copy of the Registration Statement originally filed by the Company with the Commission on 21 October 2016 (the Registration Statement) pursuant to the Securities Act of 1933, as amended (the Securities Act) and the rules and regulations promulgated thereunder (the Rules);

(f)a copy of Amendment No. 1 to the Registration Statement originally filed by the Company with the Commission on 4 November 2016; and

(g)the prospectus supplement dated 29 November 2016 (the Prospectus Supplement).

In addition, we have reviewed such certificates, corporate records and other documents, and such matters of law, as we have deemed necessary or appropriate for the purposes of this opinion. The documents referred to in paragraphs (a) to (g) are hereinafter collectively referred to as the Documents. We have not reviewed any other documents for the purposes of this opinion.

Searches and Enquiries

5.We have not made any searches or enquiries for the purposes of giving this opinion other than:

(a)an extract from the main book (Hauptbuch) of the commercial register (Firmenbuch) reflecting the entries in the commercial register regarding the Company, made on-line from the commercial register database on the date of this opinion (the Commercial Register Extract); and

(b)on-line searches on the date of this opinion of the insolvency database (Insolvenzdatei) accessible via the relevant website (http://www.edikte1.justiz.gv.at) regarding any entries in the insolvency database concerning the Company;

(the Searches).

Assumptions

6.In considering the above documents and in rendering this opinion we have with your consent and without any further enquiry assumed:

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(a)the genuineness of all signatures on, and the authenticity and completeness of all documents submitted to us (whether as originals or copies);

(b)the conformity to originals of all Documents supplied to us as photocopies, portable document format (PDF) copies, facsimile copies or e-mail conformed copies (or any other means);

(c)that where a document has been examined by us in draft or specimen form, it will be or has been executed in the form of that draft or specimen;

(d)that nothing in this opinion is affected by any document other than the Documents;

(e)that the information revealed by the Searches and in the Confirmation is accurate and complete in all respects as of the date of the Searches and in the Confirmation and that no changes to the facts related therein have occurred between the date the Searches and in the Confirmation were made and the date hereof;

(f)that the meeting of the Company’s management board (Vorstand) and supervisory board (Aufsichtsrat) at which the resolutions to increase the share capital by issuing the New Shares were passed, and the ordinary shareholder’ meeting at which the resolution on the authorized capital was passed, was duly called, convened and held in full compliance with all applicable laws;

(g)that the shareholders of the Company have not taken any action for the winding up or dissolution of the Company and no proceedings have been instituted for the winding up, liquidation or appointment of a receiver, trustee or similar officer in respect of all or any part of the undertaking, property, revenues or assets of the Company and nothing similar has occurred under the laws of any applicable jurisdiction;

(h)that all individuals who will actually sign or who have signed the Documents (i) have sufficient legal competency and capacity to act (i.e. are of sufficient legal age without mental disability or incapacity) and (ii) are in fact the persons whose names appear on the signature pages of the relevant Documents;

(i)that the New Shares will not be offered, within the meaning of the Austrian Capital Markets Act, in Austria;

(j)that the Issuer is effectively administered in the jurisdiction of its incorporation and has its “centre of main interests” within the meaning of Article 3 of the Council Regulation (EC) No 1346/2000 of 29 May 2000 on Insolvency Proceedings (the EU Insolvency Regulation) in such jurisdiction; and

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(k)that the Registration Statement has been or will have been filed with the U.S. Securities and Exchange Commission in the form referred to in this opinion.

Opinion

7.Based on the foregoing and subject to the qualifications and limitations stated herein and to any factual matters or documents not disclosed to us and having regard to such considerations of Austrian law in force as at the date of this opinion, as we consider relevant, we are of the opinion that:

(a)The Company is a stock corporation (Aktiengesellschaft) duly incorporated and duly registered under number FN 269261 y with the commercial register (Firmenbuch) of the Vienna Commercial Court and is validly existing for an unlimited time under Austrian law; the Company has not been deleted from the commercial register and the Commercial Register Extract reveals no resolution or court order for the winding up of the Company.

(b)The New Shares have been duly and validly authorized and issued and fully paid and are fully entitled to dividends for the fiscal year of the Company beginning on 1 January 2016.

Qualifications and Limitations

8.This opinion is subject to the following qualifications and limitations:

(a)for the purposes of this opinion we have relied upon the accuracy and completeness of the Commercial Register Extract. Entries in the commercial register are made by qualified court clerks upon review of the relevant documents. As long as a fact to be entered in the commercial register has not been registered and made public, it cannot be invoked against a third party by the person in respect of whose affairs it ought to have been entered, unless the first had knowledge of such fact. If the fact has been entered and made public, it can be held against a third party; this does not apply to legal acts undertaken within 15 days after publication, if the third party proves that he neither knew nor should have known of the fact entered in the commercial register. If someone causes an inaccurate entry being made in the commercial register or if he has recognized or could have recognized that an entry in the commercial register is inaccurate (even if he did not cause the inaccurate entry) and does not have it deleted, the inaccurate entry may be held against him by a third party in business dealings, unless he proves that the third party did not act in reliance on such entry or that the third party knew or gross negligently failed to know of the incorrectness of the entry.

However, the Commercial Register Extract is, in particular, not capable of revealing conclusively whether or not an application has been filed for:

(i)a winding up order has been made or a resolution has been passed for the winding up of the Company; or

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(ii)a receiver or liquidator has been appointed; or

(iii)amendments to the Articles have been made,

as notice of these matters may not be filed with the commercial court immediately and, when filed, may not be entered in the commercial register database immediately. In addition, such searches are not capable of revealing, before a relevant order is made, whether or not a winding up petition has been presented, because such a petition would not be published in the commercial register;

(b)the Search made of the insolvency database in relation to the Company is only capable of revealing whether or not insolvency or business supervision proceedings (and any details relating thereto) have been published online at the insolvency database with respect to the Company. It is not capable of revealing whether or not such petition with respect to such insolvency or business supervision proceedings has been presented, since such petitions will not be published in the insolvency database and, under Austrian law, insolvency or business supervision proceedings are not regarded as having commenced until the day following the publication of a decree to such effect (Insolvenzedikt) online with the insolvency database;

(c)we have, not searched the collection of documents (Urkundensammlung) containing physical and electronic documents which were filed for entries (or deletions of entries) in the main book of the commercial register regarding the Company or in compliance with certain other legal requirements. Therefore, we have relied on the extract of the main book of the commercial register as set out in clause 5(a) but have not verified those findings by examining whether there are any discrepancies or other deficiencies apparent from the documents otherwise contained in the collection of documents (Urkundensammlung).

Benefit of Opinion

9.We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to this firm under the caption “Legal Matters” contained in the Prospectus Supplement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules.

Very truly yours,

Freshfields Bruckhaus Deringer LLP

Attorneys at Law, Vienna

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EX-99.1

Exhibit 99.1

Nabriva Announces Closing of Rights Offering and Underwritten Offering

VIENNA, Austria and KING OF PRUSSIA, Pa., December 19, 2016 (NASDAQ: NBRV) — Nabriva Therapeutics AG announced today the closing of its previously announced rights offering for up to 588,127 common shares, including common shares represented by American Depositary Shares (ADSs), to its existing common shareholders and ADS holders and its previously announced underwritten offering of 3,267,750 ADSs, representing all of the 326,775 unsubscribed common shares, including common shares represented by ADSs.  All of the ADSs and common shares were sold by Nabriva.  Each ADS represents one tenth (1/10) of a common share.

The rights offering and the subsequent underwritten offering together generated aggregate gross proceeds of approximately $25 million. Aggregate net proceeds to Nabriva from the rights offering and the underwritten offering are expected to be approximately $21 million, after deducting estimated fees and offering expenses.  Nabriva plans to use the net proceeds from the rights offering and the underwritten offering for general corporate purposes, including working capital and pre-commercial activities.

Cantor Fitzgerald & Co. acted as financial advisor to Nabriva in connection with the rights offering and as sole book-running manager of the underwritten offering.

A registration statement relating to these securities has been filed with and declared effective by the U.S. Securities and Exchange Commission (SEC). Copies of the prospectus supplement and accompanying prospectus relating to this offering may be obtained from Cantor Fitzgerald & Co., at Cantor Fitzgerald & Co., Attn: Capital Markets, 499 Park Ave., 6th Floor, New York, New York 10022, or by telephone at 212-829-7122, or by e-mail at prospectus@cantor.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification of these securities under the securities laws of any such state or jurisdiction.

About Nabriva Therapeutics AG

Nabriva Therapeutics is a clinical stage biopharmaceutical company engaged in the research and development of novel anti-infective agents to treat serious bacterial infections, with a focus on the pleuromutilin class of antibiotics.

Forward Looking Statements

Any statements in this document about future expectations, plans and prospects for Nabriva, including but not limited to statements about prospective financings and other statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “likely,” “will,” “would,” “could,” “should,” “continue,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties inherent in the initiation and conduct of clinical trials, availability and timing of data from clinical trials, whether results of early clinical trials or trials in different disease indications will be indicative of the results of ongoing or future trials, uncertainties

associated with regulatory review of clinical trials and applications for marketing approvals, the availability or commercial potential of product candidates including lefamulin for use as a first-line empiric monotherapy for the treatment of moderate to severe community-acquired bacterial pneumonia (CABP), the sufficiency of cash resources and need for additional financing and such other important factors as are set forth under the caption “Risk Factors” in Nabriva’s annual report on Form 20-F as filed with the United States Securities and Exchange Commission. In addition, the forward-looking statements included in this document represent Nabriva’s views as of the date of this document. Nabriva anticipates that subsequent events and developments will cause its views to change. However, while Nabriva may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Nabriva’s views as of any date subsequent to the date of this document.