As filed with the Securities and Exchange Commission on March 25, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Iterum Therapeutics plc
(Exact Name of Registrant as Specified in Its Charter)
| Ireland | 98-1283148 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
Block 2 Floor 3, Harcourt Centre,
Harcourt Street,
Dublin 2,
Ireland
(Address of Principal Executive Offices) (Zip Code)
Iterum Therapeutics plc 2018 Equity Incentive Plan
(Full Title of the Plan)
Corey Fishman
President and Chief Executive Officer
200 South Wacker Dr., Suite 2550
Chicago, IL 60606
(312) 778-6070
(Name and Address of Agent For Service) (Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Brian A. Johnson, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, New York 10007
Telephone: (212) 230-8800
Fax: (212) 230-8888
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 | ☒ | 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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
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| Title of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
| Ordinary Shares, par value $0.01 per share |
574,081 shares(2) | $5.73(3) | $3,289,485.00(3) | $398.69 | ||||
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| (1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional ordinary shares of the Registrant (“Ordinary Shares”) that become issuable under the Registrant’s 2018 Equity Incentive Plan by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of the Registrant’s outstanding Ordinary Shares. |
| (2) | Represents additional Ordinary Shares reserved for future issuance under the Registrant’s 2018 Equity Incentive Plan as a result of an annual increase. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act. The price per share and aggregate offering price are calculated on the basis of $5.73, the average of the high and low sale prices of the Ordinary Shares as reported on the Nasdaq Global Market on March 18, 2019, in accordance with Rule 457(c) under the Securities Act. |
EXPLANATORY NOTE
This Registration Statement on Form S-8, relating to the 2018 Equity Incentive Plan of Iterum Therapeutics plc (the “Registrant”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement hereby incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-225236, filed with the Securities and Exchange Commission (the “Commission”) on May 25, 2018 by the Registrant, relating to the Registrant’s 2015 Equity Incentive Plan, as amended, and 2018 Equity Incentive Plan, except for Item 8, Exhibits, with respect to which the Exhibit Index immediately preceding the exhibits attached hereto is incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| ITEM 8. | EXHIBITS |
| (1) | Previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38503), filed with the Commission on May 30, 2018, and incorporated by reference herein. |
| (2) | Previously filed as Exhibit 10.6 to Amendment No. 2 to the Registrant’s registration statement on Form S-1 (File No. 333-224582), filed with the Commission on May 16, 2018, and incorporated by reference herein. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on this 25th day of March, 2019.
| ITERUM THERAPEUTICS PLC | ||
| By: | /s/ Corey N. Fishman | |
| Corey N. Fishman | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Iterum Therapeutics plc, hereby severally constitute and appoint Corey N. Fishman and Judith M. Matthews, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Iterum Therapeutics plc to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended, this 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, Chief Executive Officer and Director (Principal Executive Officer) |
March 25, 2019 | ||
| /s/ Judith M. Matthews Judith M. Matthews |
Chief Financial Officer (Principal Financial and Accounting Officer) |
March 25, 2019 | ||
| /s/ Paul R. Edick Paul R. Edick |
Chairman of the Board of Directors |
March 25, 2019 | ||
| /s/ Brenton K. Ahrens Brenton K. Ahrens |
Director |
March 25, 2019 | ||
| /s/ Mark Chin Mark Chin |
Director |
March 25, 2019 | ||
| Signature |
Title |
Date | ||
| /s/ James I. Healy James I. Healy, M.D., Ph.D. |
Director |
March 25, 2019 | ||
| /s/ Patrick J. Heron Patrick J. Heron |
Director |
March 25, 2019 | ||
| /s/ Ronald M. Hunt Ronald M. Hunt |
Director |
March 25, 2019 | ||
| /s/ David G. Kelly David G. Kelly |
Director |
March 25, 2019 | ||
| /s/ Shahzad Malik Shahzad Malik, M.D. |
Director |
March 25, 2019 | ||