April 23, 2020
Corey Fishman
President and Chief Executive Officer
Iterum Therapeutics plc
200 South Wacker Drive, Suite 2550
Chicago, IL 60606
Re: Iterum Therapeutics plc
Amendment No. 1 to Registration Statement on Form S-1
Filed April 9, 2020
File No. 333-237326
Dear Mr. Fishman:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our April 4,
2020 letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1. We note your response to prior comment 2 and that you are registering an
"indeterminate
number of ordinary shares that may be issued from time to time issuable
upon exchange of
the 6.500% Exchangeable Senior Subordinated Notes...." It appears that
you may be
relying on Rule 416, which is available to register shares issuable upon
stock splits,
dividends and certain anti-dilution provisions. Accordingly, please
revise the prospectus
to disclose the number of ordinary shares that you are registering or
advise.
Corey Fishman
FirstName LastNameCorey Fishman
Iterum Therapeutics plc
Comapany NameIterum Therapeutics plc
April 23, 2020
April 2 2020 Page 2
Page 23,
FirstName LastName
2. With reference to the eighth paragraph on the coverpage, please tell
us why you are
requiring U.S. investors to agree to treat the Royalty-Linked Notes as
contractual rights to
receive payments from you and not as indebtedness or equity for
purposes of their U.S.
federal income taxes. In this regard, we note that the preceding
sentence of your
disclosure highlights that the tax consequences of these notes are
"subject to substantial
uncertainty." Also, tell us whether, and if so, how this undertaking
would apply to
subsequent purchasers of the notes.
3. With reference to your risk factor disclosure on page 34 concerning
original issue discount
(OID), please revise the coverpage and/or Summary sections to
highlight, if true, that
purchasers may need to recognize taxable income or gains and owe tax
payments
regardless of whether there is actual cash flow to purchasers from
royalties in those same
years. Also indicate whether investors will receive a Form 1099-OID to
inform them and
the IRS of how much interest is received in a given tax year.
The Royalty-Linked Notes, page 14
4. We note your response to prior comment 4 and that the maximum number
of Royalty-
Linked Notes that may be issued is 3,000,000. Please revise your
disclosure to quantify
the maximum total dollar amount payable pursuant to the Royalty-Linked
Notes.
General
5. With respect to the royalty-linked notes, please revise your
disclosure to clarify whether
the revenues, or rights to the revenues, will be segregated into a
separate pool of dedicated
assets for the notes. In addition, please clarify whether Iterum
Bermuda, as issuer of the
royalty-linked notes, will own any assets from which payment on the
notes will be made.
For example, please revise your disclosure to clarify whether Iterum
Bermuda will be
assigned the contractual rights to royalty payments from the subject
indications, or if those
rights will remain with Iterum Therapeutics or another affiliated
entity.
6. We note your response to prior comment 5. Please provide us analyses
explaining why it
is appropriate to refer to the Royalty-Linked securities in the
prospectus as (i) "notes" and
(ii) "debt" securities, particularly in light of your discussion
concerning investors' tax
treatment and the carve-out in counsel's legal opinion.
Corey Fishman
FirstName LastNameCorey Fishman
Iterum Therapeutics plc
Comapany NameIterum Therapeutics plc
April 23, 2020
April 3 2020 Page 3
Page 23,
FirstName LastName
7. Please tell us your basis for not providing separate financial
statements for Iterum
Bermuda as well as the three guarantor entities identified in the
Table of Additional
Registrants. If applicable, please refer to the guidance provided in
the Division's
Financial Reporting Manual, Sections 2500 and 2510.
You may contact Jeffrey Gabor at 202-551-2544 or Joe McCann at
202-551-6262 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Brian A. Johnson, Esq.