United States securities and exchange commission logo
May 11, 2023
Judith Matthews
Chief Financial Officer
Iterum Therapeutics plc
Fitzwilliam Court, 1st Floor
Leeson Close
Dublin 2, Ireland
Re: Iterum Therapeutics
plc
Form 10-K for the
Fiscal Year Ended December 31, 2022
Filed March 16,
2023
File No. 001-38503
Dear Judith Matthews:
We have limited our review of your filing to the financial
statements and related
disclosures 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Notes to Consolidated Financial Statements
(2) Summary of Significant Accounting Policies
Royalty-Linked Notes, page 123
1. We note your disclosure
that your royalty-linked notes (RLNs), upon recognition, were
carried as debt
instruments at amortized cost, but at the time they became exchange listed,
qualified for
derivative accounting treatment. Please provide us your accounting analysis
supporting both your
initial accounting treatment for your RLNs and subsequent
accounting treatment at
the time they became exchange listed. As part of your analysis,
explain your
consideration of whether your RLNs contained any features requiring
bifurcation prior to
the listing on an exchange.
Judith Matthews
Iterum Therapeutics plc
May 11, 2023
Page 2
(3) Fair Value of Financial Assets and Liabilities, page 126
2. We note your disclosure on page 128 that the fair value of your RLNs
was estimated using
a discounted cash flow analysis with key inputs being the terms of the
indenture
governing the RLNs, the expected cash flows to be received by holders
of the RLNs based
on management s revenue forecasts of U.S. sulopenem sales and a
risk-adjusted discount
rate to derive the net present value of expected cash flows. Please
tell us how you
determined that the use of a discounted cash flow model to estimate
the fair value of your
RLNs meets the objective of fair value measurement set forth in ASC
820 considering
your disclosure that the RLNs have been listed on the Bermuda Stock
Exchange since
January 2021. In this regard, specifically explain how you considered
ASC 820-10-35-6
and ASC 820-10-35-16AA in determining whether transactions on the
Bermuda Stock
Exchange provided relevant observable inputs for you to value your
RLNs.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Frank Wyman at 202-551-3660 or Angela Connell at 202-551-
3426 with any questions.
FirstName LastNameJudith Matthews Sincerely,
Comapany NameIterum Therapeutics plc
Division of
Corporation Finance
May 11, 2023 Page 2 Office of Life
Sciences
FirstName LastName