PRE 14A

PRE 14A 1 itrm-20251223.htm PRE 14A PRE 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )


Filed by the Registrant ☒		Filed by a Party other than the Registrant ☐

Check the appropriate box:


☒	Preliminary Proxy Statement


☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


☐	Definitive Proxy Statement


☐	Definitive Additional Materials


☐	Soliciting Material under §240.14a-12

Iterum Therapeutics plc

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒	No fee required.


☐	Fee paid previously with preliminary materials.


☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

PRELIMINARY COPY – Subject to Completion

, 2025

Dear Shareholder,

You are cordially invited to an Extraordinary General Meeting of Shareholders (the "EGM") of Iterum Therapeutics plc (the "Company", "we" or "us") to be held at 25 North Wall Quay, Dublin 1, Ireland on , 2026 at 3.00 p.m., Irish time (10.00 a.m., Eastern Time) to consider the proposals set forth below.

The purpose of the EGM is to ask shareholders to:

approve an increase in the authorized share capital of the Company from $1,800,000 to $2,300,000 by the creation of an additional 50,000,000 ordinary shares (the "authorized share capital increase proposal");

if the authorized share capital increase proposal (Proposal No. 1) is approved, grant the board of directors an updated authority under Irish law to allot and issue shares, warrants, convertible instruments and options (the "directors’ allotment authority proposal");

if the directors’ allotment authority proposal (Proposal No. 2) is approved, to grant the board of directors an updated authority under Irish law to issue shares (including rights to acquire shares) for cash without first offering those shares to existing shareholders under pre-emptive rights that would otherwise apply to the issuance (the "pre-emption rights opt-out proposal", together with the authorized share capital increase proposal and the directors’ allotment authority proposal, the "Share Allotment Proposals");

approve, subject to and conditional upon the board of directors determining, in its sole discretion, that a reverse share split is necessary for the Company to comply with the minimum $1.00 per share requirement pursuant to Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Rule"), a reverse share split (i.e., a consolidation of share capital under Irish law) (the "Reverse Share Split"), whereby such number of authorized and unissued and authorized and issued shares in the capital of the Company as the board of directors of the Company may determine that is not less than 10 ordinary shares and not more than 15 ordinary shares be consolidated into one ordinary share of such nominal value as is proportionate to the determined consolidation ratio, which nominal value shall not be less than $0.10 each (nominal value) and not more than $0.15 each (nominal value), and the subsequent reduction in the nominal value of the ordinary shares in the authorized and unissued and authorized and issued share capital of the Company from the aforementioned nominal value (as reflects the share consolidation ratio chosen by the board of directors) to $0.01 each, with our board of directors able to elect to abandon such proposed amendments and not effect the Reverse Share Split authorized by shareholders, in its sole discretion (the "Reverse Share Split Proposal"); and

consider any other business properly brought before the EGM or any adjournment or postponement thereof.

As described in the accompanying proxy statement, the Share Allotment Proposals are needed to give the Company the opportunity to raise funds via sales of the Company’s ordinary shares to continue to fund the commercialization of ORLYNVAH™ in the United States and potentially continue to grow the commercial infrastructure currently supporting such commercialization. Failure to obtain approval of the Share Allotment Proposals will restrict the Company’s ability to raise additional capital, and the Company’s operations, financial condition and ability to continue as a going concern may be materially and adversely affected, which would likely result in a bankruptcy, liquidation, dissolution, wind-down of operations or similar proceeding or outcome in which shareholders would be unlikely to receive any meaningful distribution or return on their investment.

As further described in the accompanying proxy statement, the Reverse Share Split Proposal would provide flexibility to the board of directors to effect a Reverse Share Split as necessary to regain compliance with the Bid Price Rule. Failure to obtain approval of the Reverse Share Split Proposal likely will ultimately result in the ordinary shares of the Company being delisted from the Nasdaq Capital Market, which would hinder the Company’s ability to raise necessary funding and which may materially and adversely affect the Company’s ability to continue as a going concern, likely resulting in a bankruptcy, liquidation, dissolution, wind-down of operations or similar proceeding or outcome in which shareholders would be unlikely to receive any meaningful distribution or return on their investment.

The enclosed Notice of EGM and the accompanying proxy statement set forth more details on the proposals that will be presented at the meeting. Our board of directors unanimously recommends a vote “FOR” Proposal Nos. 1 through 4 as set forth in the proxy statement.

We hope that you will participate in the meeting by voting through acceptable means as described in this proxy statement as promptly as possible. Your vote is important – so please exercise your right.

Sincerely,

____________________________

Corey N. Fishman

President and Chief Executive Officer

This proxy statement and the enclosed proxy card are being made available to shareholders on or about , 2025.

PRELIMINARY COPY – Subject to Completion

ITERUM THERAPEUTICS PLC

25 North Wall Quay

Dublin 1

Ireland

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

to be held on , 2025

An Extraordinary General Meeting of Shareholders (the "EGM") of Iterum Therapeutics plc, an Irish public limited company (the "Company", "Iterum", "we" or "us"), will be held on , 2026, beginning at 3.00 p.m., Irish time (10.00 a.m., Eastern Time), at 25 North Wall Quay, Dublin 1, Ireland to consider and act upon the following matters:

if the authorized share capital increase proposal (Proposal No. 1) is approved, to grant the board of directors an updated authority under Irish law to allot and issue shares, warrants, convertible instruments and options (the "directors’ allotment authority proposal");

to conduct any other business properly brought before the EGM or any adjournment or postponement thereof.

Proposal Nos. 1, 2 and 4 are ordinary resolutions requiring a simple majority of the votes cast at the meeting to be approved. Proposal No. 3 is a special resolution requiring at least 75% of the votes cast at the meeting to be approved. Each proposal is more fully described in this proxy statement.

Shareholders of record at the close of business on , 2025. will be entitled to notice of and to vote at the EGM or any adjournment or postponement thereof. Instead of mailing a printed copy of our proxy materials to all of our shareholders, we provide access to these materials to many of our shareholders via the Internet, in accordance with rules adopted by the Securities and Exchange Commission.

If you only received a Notice of Internet Availability of Proxy Materials (“Notice”), by mail or e-mail, you will not receive a paper copy of the proxy materials unless you request one. Instead, the Notice will provide you with instructions on how to access and view the proxy materials on the Internet. The Notice will also instruct you as to how you may access your proxy card to vote online or by telephone. If you received a Notice by mail or e-mail and would like to receive a paper copy of our proxy materials, free of charge, please follow the instructions included in the Notice. The Notice is being mailed to our shareholders on or about , 2025 and sent by e-mail to our shareholders who have opted for such means of delivery on or about , 2025.

By order of the Board of Directors,

_________________________

Kevin Dalton

Senior Director, Legal Affairs and Secretary

Dublin, Ireland

, 2025

YOU MAY OBTAIN ADMISSION TO THE EGM BY IDENTIFYING YOURSELF AT THE EGM AS A SHAREHOLDER AS OF THE RECORD DATE. IF YOU ARE A RECORD OWNER, POSSESSION OF A COPY OF A PROXY CARD WILL BE ADEQUATE IDENTIFICATION. IF YOU ARE A BENEFICIAL (BUT NOT RECORD) OWNER, A “LEGAL PROXY” OR A COPY OF AN ACCOUNT STATEMENT FROM YOUR BANK, BROKER OR OTHER NOMINEE SHOWING SHARES HELD FOR YOUR BENEFIT ON

, 2025 WILL BE ADEQUATE IDENTIFICATION.

WHETHER OR NOT YOU EXPECT TO ATTEND THE EGM, PLEASE SUBMIT YOUR VOTING INSTRUCTIONS VIA THE INTERNET OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD OR, BY COMPLETING, DATING AND SIGNING THE ENCLOSED PROXY CARD AND MAILING IT PROMPTLY IN THE PROVIDED ENVELOPE. TO HELP ENSURE REPRESENTATION OF YOUR SHARES AT THE EGM, NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.

A SHAREHOLDER ENTITLED TO ATTEND AND VOTE AT THE EGM IS ENTITLED, USING THE PROXY CARD PROVIDED (OR IN THE FORM IN SECTION 184 OF THE IRISH COMPANIES ACT 2014), TO APPOINT ONE OR MORE PROXIES TO ATTEND, SPEAK AND VOTE INSTEAD OF HIM OR HER AT THE EGM. A PROXY NEED NOT BE A SHAREHOLDER OF RECORD.

iii

TABLE OF CONTENTS


	Page
Information about the Extraordinary General Meeting and Voting	2
Share Ownership of Certain Beneficial Owners and Management	4
Matter to be Voted On	5
Other Matters	21
APPENDIX A	22
APPENDIX B	64

PRELIMINARY COPY – Subject to Completion

ITERUM THERAPEUTICS PLC

25 North Wall Quay

Dublin 1

Ireland

PROXY STATEMENT FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON , 2026 AT 25 North Wall Quay, Dublin 1, IRELAND

Important Notice Regarding the Availability of Proxy Materials

for an Extraordinary General Meeting of Shareholders

to be held on , 2026

This proxy statement is available at

https://central.proxyvote.com/pv/web

for viewing, downloading and printing.

This proxy statement as filed with the Securities and Exchange Commission (“SEC”) and the proxy card will be made available on or about , 2025, to holders of record as of the close of business on , 2025.

INFORMATION ABOUT THE Extraordinary General Meeting and voting

This proxy statement is furnished in connection with the solicitation of proxies by the board of directors (the “board of directors”) of Iterum Therapeutics plc (the “Company,” “Iterum”, “we” or “us”) for use at an Extraordinary General Meeting of Shareholders (the “EGM”) to be held on , 2026, beginning at 3.00 p.m., Irish time (10.00 a.m., Eastern Time), at 25 North Wall Quay, Dublin 1, Ireland and at any adjournment or postponement thereof. On , 2025, the record date for the determination of shareholders entitled to vote at the EGM, there were issued, outstanding and entitled to vote an aggregate of ordinary shares, nominal value $0.01 per share (“ordinary shares”). Each ordinary share entitles the record holder thereof to one vote on each of the matters to be voted on at the EGM.

Your vote is important no matter how many shares you own. Please read the instructions below and take the time to vote. Choose the voting method that is easiest and most convenient for you and cast your vote as soon as possible.

If you are the “record holder” of your shares, meaning that you own your shares in your own name and not through a bank, broker or other nominee, you may vote in one of four ways:

(1)

You may vote over the Internet. You may vote your shares by following the “Online” instructions on the enclosed proxy card. If you vote over the Internet, you do not need to vote by telephone or complete and mail your proxy card. The internet voting facilities for eligible shareholders of record will close at 4.59 a.m., Irish time on , 2026 (11.59 pm, Eastern Time on , 2026).

(2)

You may vote by telephone. You may vote your shares by following the “Phone” instructions on the enclosed proxy card. If you vote by telephone, you do not need to vote over the Internet or complete and mail your proxy card. If you vote by telephone, your use of that telephone system, and specifically the entry of your pin number/other unique identifier, will be deemed to constitute your appointment, in writing and under hand, and for all purposes of the Irish Companies Act 2014, of each of David G. Kelly and Kevin Dalton as your proxy to vote your shares on your behalf in accordance with your telephone instructions. The telephone voting facilities for eligible shareholders of record will close at 4.59 a.m., Irish time on , 2026 (11.59 pm, Eastern Time on , 2026).

(3)

You may vote by mail. You can vote by completing, dating and signing the proxy card provided to you and promptly mailing it in the provided postage-paid envelope. If you vote by mail, you do not need to vote over the Internet or by telephone. We must receive the completed proxy card by 5.00 p.m., Irish time (12.00 p.m., Eastern Time), on , 2026.

(4)

You may vote in person. If you attend the EGM, you may vote by delivering your completed proxy card in person or you may vote by completing a ballot at the EGM. Ballots will be available at the EGM. You may obtain directions to the location of the EGM by requesting them in writing or by telephone as follows: c/o Secretary, Iterum Therapeutics plc, 25 North Wall Quay, Dublin 1, Ireland, Phone: +353 1 9038354.

All proxies that are executed and delivered by mail or in person or are otherwise submitted online or by telephone will be voted on the matters set forth in the accompanying Notice of Extraordinary General Meeting of Shareholders in accordance with the shareholders’ instructions. However, if no choice is specified on a proxy as to one or more of the proposals, the proxy will be voted in accordance with the board of directors’ recommendations on such proposals as set forth in this proxy statement. All proxies will be forwarded to our registered office electronically.

After you have submitted a proxy, you may still change your vote and revoke your proxy prior to the EGM by doing any one of the following :

•

submitting a new proxy by following the “Online” or “Phone” instructions on the enclosed proxy card at a date later than your previous vote but prior to the voting deadline (4.59 a.m., Irish time on , 2026 (11.59 pm, Eastern Time on , 2026));

•

signing another proxy card and either arranging for delivery of that proxy card by mail to our registered office prior to the start of the EGM, or by delivering that signed proxy card in person at the EGM;

•

providing written notice to our Secretary before or at the EGM that you want to revoke your proxy; or

•

voting in person at the EGM.

Your attendance at the EGM alone will not revoke your proxy.

If the shares you own are held in “street name” by a bank, broker or other nominee record holder, which we collectively refer to in this proxy statement as “brokerage firms,” your brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. To vote your shares, you will need to follow the directions your brokerage firm provides

you. Many brokerage firms also offer the option of voting over the Internet or by telephone, instructions for which, if available, would be provided by your brokerage firm on the voting instruction form that it delivers to you. Because many brokerage firms are member organizations of the New York Stock Exchange (“NYSE”), the rules of the NYSE will likely govern how your brokerage firm would be permitted to vote your shares in the absence of instruction from you. Under the current rules of the NYSE, if you do not provide instructions to your brokerage firm, it may still be able to vote your shares with respect to certain “discretionary” items. Proposal Nos. 1 through 4 are each expected to be considered discretionary items under NYSE rules and therefore your brokerage firm may be able to vote on each of those items even if it does not receive instruction from you, provided it holds your shares in its name. In the event a bank, broker or other nominee record holder determines that it does not have authority or otherwise does not exercise discretionary authority to vote on Proposal Nos. 1 through 4, it may deliver “broker non-votes” for such shares.

If your shares are held in street name, you must bring an account statement from your brokerage firm showing that you are the beneficial owner of the shares as of the record date ( , 2025) to be admitted to the EGM. To be able to vote your shares held in street name at the EGM, you will need to request a “legal proxy” from the bank, broker or nominee.

Votes Required

One or more Members (as defined in our Constitution) whose name is entered in our register of members as a registered holder of our ordinary shares, present in person or by proxy (whether or not such Member actually exercises his voting rights in whole, in part or at all), holding not less than a majority of our issued and outstanding ordinary shares entitled to vote at the EGM, will constitute a quorum for the transaction of business at the EGM. Ordinary shares represented in person or by proxy (including any “broker non-votes” as described above) and shares which abstain or do not vote with respect to one or more of the matters presented for shareholder approval) will be counted for the purposes of determining whether a quorum is present at the EGM. The following votes are required for approval of the proposals being presented at the EGM:

Proposal No. 1: To approve an increase in the authorized share capital of the Company from $1,800,000 to $2,300,000 by the creation of an additional 50,000,000 ordinary shares. The affirmative vote of the holders of ordinary shares representing a majority of the votes cast on the matter and voting affirmatively or negatively is required for the approval of an increase in the authorized share capital of the Company from $1,800,000 to $2,300,000 by the creation of an additional 50,000,000 ordinary shares.

Proposal No. 2: If Proposal No. 1 is approved, to grant the board of directors an updated authority under Irish law to allot and issue shares, warrants, convertible instruments and options. The affirmative vote of the holders of ordinary shares representing a majority of the votes cast on the matter and voting affirmatively or negatively is required in order to grant the board of directors an updated authority under Irish law to allot and issue shares, warrants, convertible instruments and options.

Proposal No. 3: If Proposal No. 2 is approved, to grant the board of directors authority under Irish law to allot and issue shares (including rights to acquire shares) for cash without first offering those shares to existing shareholders under pre-emption rights that would otherwise apply to the issuance. The affirmative vote of the holders of ordinary shares representing at least 75% of the votes cast on the matter and voting affirmatively or negatively is required in order to grant the board of directors authority under Irish law to issue shares (including rights to acquire shares) for cash without first offering those shares to existing shareholders under pre-emption rights that would otherwise apply to the issuance.

Proposal No. 4: To approve the Reverse Share Split. The affirmative vote of the holders of ordinary shares representing a majority of the votes cast on the matter and voting affirmatively or negatively is required for the approval of the reverse share split (i.e., a consolidation of share capital under Irish law) (the "Reverse Share Split"), whereby such number of authorized and unissued and authorized and issued shares in the capital of the Company as the board of directors of the Company may determine that is not less than 10 ordinary shares and not more than 15 ordinary shares be consolidated into one ordinary share of such nominal value as is proportionate to the determined consolidation ratio, which nominal value shall not be less than $0.10 each (nominal value) and not more than $0.15 each (nominal value), and the subsequent reduction in the nominal value of the ordinary shares in the authorized and unissued and authorized and issued share capital of the Company from the aforementioned nominal value (as reflects the share consolidation ratio chosen by the board of directors) to $0.01 each. The implementation of the Reverse Share Split is subject to and conditional upon our board of directors determining, in its sole discretion, that a reverse share split is necessary for the Company to comply with the Bid Price Rule. Proposal No. 4 is not dependent or conditioned on approval of Proposal No. 1, Proposal No. 2 or Proposal No. 3.

Shares that abstain from voting as to a particular matter and any broker non-votes will not be counted as votes in favor of such matter and will also not be counted as shares voting on such matter. Accordingly, abstentions and broker non-votes will have no effect on the voting on the proposals referenced above.

share ownership of certain beneficial owners and management

The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of November 30, 2025 by:

(a)

each person, or group of affiliated persons, known by us to beneficially own more than 5% of our ordinary shares;

(b)

each of our named executive officers;

(c)

each of our directors; and

(d)

all of our executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the Securities and Exchange Commission (the “SEC”) and generally means that a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power of that security, including share options that are exercisable within 60 days of November 30, 2025, and shares issuable upon exercise of warrants within 60 days of November 30, 2025. Our ordinary shares issuable pursuant to share options, restricted share units and warrants are deemed outstanding for computing the percentage of the person holding such share options, restricted share units or warrants and the percentage of any group of which the person is a member, but are not deemed outstanding for computing the percentage of any other person. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all ordinary shares shown that they beneficially own, subject to community property laws where applicable. The information does not necessarily indicate beneficial ownership for any other purpose, including for purposes of Section 13(d) and 13(g) of the Securities Act of 1933, as amended. Percentage ownership is based on 52,835,203 ordinary shares outstanding on November 30, 2025. Except as otherwise set forth below, the address of the beneficial owner is c/o Iterum Therapeutics plc, 25 North Wall Quay, Dublin 1, Ireland.


	Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned
Directors and Named Executive Officers:
Corey N. Fishman(1)		517,420		1.0	%
Judith M. Matthews(2)		100,593	*
Christine R. Coyne		-	*
Sailaja Puttagunta, M.D.		10,369	*
Michael Dunne, MD(3)		400,371	*
Beth P. Hecht		18,839	*
David G. Kelly(4)		54,323	*
Joseph J. Whalen		-	*
All current executive officers and directors as a group (7 persons)(5))		1,091,546

SEC Form PRE 14A filed by Iterum Therapeutics plc