As filed with the U.S. Securities and Exchange Commission on May 25, 2018
Registration No. 333-224582
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Iterum Therapeutics plc
(Exact Name of Registrant as Specified in Its Charter)
Ireland | 2834 | 98-1283148 | ||
(State or other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Block 2 Floor 3, Harcourt Centre,
Harcourt Street,
Dublin 2,
Ireland
+353 1 903 8920
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Corey Fishman
President and Chief Executive Officer
200 South Wacker Dr., Suite 650
Chicago, IL 60606
(312) 778-6070
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Charles S. Kim Alan D. Hambelton Cooley LLP 4401 Eastgate Mall San Diego, CA 92121 (858) 550-6049 |
Sophia Hudson Richard D. Truesdell, Jr. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ File No. 333-224582
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☒
This registration statement shall become effective upon filing in accordance with Rule 462(d) under the Securities Act of 1933.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-224582) is filed pursuant to Rule 462(d) solely to add an updated Exhibit 5.1 with respect to such Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits.
Exhibit Index
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+ | Indicates management contract or compensatory plan. |
† | Confidential treatment has been requested for certain provisions omitted from this Exhibit pursuant to Rule 406 promulgated under the Securities Act. The omitted information has been filed separately with the Securities and Exchange Commission. |
# | Previously filed. |
(b) Financial Statement Schedules.
No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or the notes thereto.
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Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 25th day of May, 2018.
ITERUM THERAPEUTICS PLC |
/s/ Corey N. Fishman Corey N. Fishman |
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE |
TITLE |
DATE | ||
/s/ Corey N. Fishman Corey N. Fishman |
President and Chief Executive Officer (Principal Executive Officer) | May 25, 2018 | ||
/s/ Judith M. Matthews Judith M. Matthews |
Chief Financial Officer (Principal Financial and Accounting Officer) | May 25, 2018 | ||
* Paul R. Edick |
Chairman of the Board of Directors | May 25, 2018 | ||
* Brenton K. Ahrens |
Director | May 25, 2018 | ||
* Mark Chin |
Director | May 25, 2018 | ||
* James I. Healy, M.D., Ph.D. |
Director | May 25, 2018 | ||
* Patrick J. Heron |
Director | May 254, 2018 | ||
* Ronald M. Hunt |
Director | May 25, 2018 | ||
* David G. Kelly |
Director | May 25, 2018 | ||
* Shahzad Malik, M.D. |
Director | May 25, 2018 |
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SIGNATURE |
TITLE |
DATE | ||
* Robert Hopfner, Ph.D. |
Director | May 25, 2018 |
* By: | /s/ Corey N. Fishman | |
Corey N. Fishman Attorney-in-fact |
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