REG-Arix Bioscience plc: Iterum announces $52 million private placement

Arix BioscienceAnnouncement

17/01/2020 13:15

Arix Bioscience plc

Iterum announces $52 million private placement

LONDON, 17 January 2020: Arix Bioscience plc (“Arix”, LSE: ARIX) a global
venture capital company focused on investing in and building breakthrough
biotech companies, notes that its portfolio company, Iterum Therapeutics
(“Iterum”, NASDAQ: ITRM) today announced a $51.9 million private placement
with new and existing investors, dated as of 16 January 2020, which is
expected to close within five business days of the execution date, subject to
the satisfaction of customary closing conditions.

Arix agreed to invest $1.9 million (£1.5 million) 1  in the financing. This
investment is in addition to Arix’s existing stake of 7.3% in Iterum
(amounting to 1,089,903 ordinary shares), which was valued at $4.9 million
(£3.7 million) 1  at close of business on 16 January 2020.

The full announcement and details of the financing can be accessed on
Iterum’s investor website at https://ir.iterumtx.com/press-releases and full
text of the announcement from Iterum is contained below.

ENDS

Enquiries
For more information on Arix, please contact:

Arix Bioscience plc
Charlotte Parry, Head of Investor Relations
+44 (0)20 7290 1072
charlotte@arixbioscience.com  

Optimum Strategic Communications
Mary Clark, Supriya Mathur
+44 (0)20 3950 9144
optimum.arix@optimumcomms.com

About Arix Bioscience plc

Arix Bioscience plc is a global venture capital company focused on investing
in and building breakthrough biotech companies around cutting edge advances in
life sciences.

We collaborate with exceptional entrepreneurs and provide the capital,
expertise and global networks to help accelerate their ideas into important
new treatments for patients. As a listed company, we are able to bring this
exciting growth phase of our industry to a broader range of investors.

www.arixbioscience.com

Iterum Therapeutics Announces $52 Million Private Placement with New and
Existing Investors

DUBLIN, Ireland and CHICAGO, January 17, 2020 -- Iterum Therapeutics plc
(Nasdaq: ITRM) (the “Company”), a clinical-stage pharmaceutical company
focused on developing next generation oral and IV antibiotics to treat
infections caused by multi-drug resistant pathogens in both community and
hospital settings, today announced that it has entered into a securities
purchase agreement, dated as of January 16, 2020, with a group of accredited
investors for an approximately $51.9 million private placement, which is
expected to close within five business days of the execution date, subject to
the satisfaction of customary closing conditions.

Pursuant to the terms of the securities purchase agreement, Iterum
Therapeutics Bermuda Limited, a wholly-owned subsidiary of the Company (the
“Issuer”), will sell units (the “Units”) comprised of approximately
(i) $51.9 million aggregate principal amount of its 6.500% exchangeable senior
subordinated notes due 2025 (the “Exchangeable Notes”) and (ii) $0.1
million aggregate principal amount of its limited recourse royalty-linked
senior subordinated notes (the “RLNs” and, together with the Exchangeable
Notes, the “Securities”). Each Unit will consist of $1,000 principal
amount of Exchangeable Notes and 50 RLNs. The Units will be sold at a price of
$1,000 per Unit at an initial exchange rate of 1,000 shares per $1,000
principal amount of Exchangeable Notes (equivalent to an initial exchange
price of approximately $1.00 per ordinary share).  The Exchangeable Notes
will be exchangeable for cash, ordinary shares of the Company or a combination
of both, pursuant to the terms and conditions of the indenture governing the
Exchangeable Notes.  The RLNs will entitle holders to payments based on a
percentage of the Company’s net revenues from potential U.S. sales of
specified sulopenem products pursuant to the terms and conditions of the
indenture governing the RLNs.  Pursuant to the indenture governing the RLNs,
the potential aggregate payments for all RLNs will either be 15% or 20% of net
revenues from U.S. sales of such products, depending on the indication
potentially approved by the U.S. Food and Drug Administration, and will be
capped at eight times the aggregate investment amount for all Units.  The
Issuer’s obligations under the Securities will be guaranteed by the Company
and its wholly-owned subsidiaries. 

The Company expects to use the net proceeds from the private placement to fund
the continued clinical development of sulopenem and the management of
regulatory filings, and for working capital and general corporate purposes.

The private placement was led by Sarissa Capital Management LP, with
participation from other new and existing investors, including RA Capital
Management and entities affiliated with certain of the Company’s board
members. SVB Leerink acted as the exclusive placement agent to the Company in
connection with the private placement.

The securities to be sold in the private placement have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”), or
any state or other applicable jurisdiction’s securities laws, and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act and
applicable state or other jurisdictions’ securities laws.  There can be no
assurance that the Company will be able to complete the private placement on
the terms described herein or at all.

This press release shall not constitute an offer to sell or the solicitation
of an offer to buy securities, nor shall there be any offer, solicitation or
sale of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.

About Iterum Therapeutics plc

Iterum Therapeutics plc is a clinical-stage pharmaceutical company dedicated
to developing differentiated anti-infectives aimed at combatting the global
crisis of multi-drug resistant pathogens to significantly improve the lives of
people affected by serious and life-threatening diseases around the world.
Iterum Therapeutics is advancing its first compound, sulopenem, a novel penem
anti-infective compound, in Phase 3 clinical development with oral and IV
formulations. Sulopenem has demonstrated potent in vitro activity against a
wide variety of gram-negative, gram-positive and anaerobic bacteria resistant
to other antibiotics. Iterum Therapeutics has received Qualified Infectious
Disease Product (QIDP) and Fast Track designations for its oral and IV
formulations of sulopenem in seven indications.

Forward Looking Statements

This press release may contain forward-looking statements. These
forward-looking statements include, without limitation, statements regarding
the anticipated closing of the private placement, the use of proceeds from the
private placement, the transactions contemplated by the securities purchase
agreement, indentures governing the Securities and related agreements,
potential regulatory approval and product sales, and the Company’s plans,
strategies and prospects for its business. In some cases, forward-looking
statements can be identified by words such as “may,” “believes,”
“intends,” “seeks,” “anticipates,” “plans,” “estimates,”
“expects,” “should,” “assumes,” “continues,” “could,”
“will,” “future,” “potential” or the negative of these or similar
terms and phrases. Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the Company’s actual results,
performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by the
forward-looking statements. Forward-looking statements include all matters
that are not historical facts. Actual future results may be materially
different from what is expected due to factors largely outside the Company’s
control, including whether the conditions for the closing of the private
placement will be satisfied, the uncertainties inherent in the conduct of
clinical trials, clinical trial patient enrollment, availability and timing of
data from clinical trials, changes in regulatory requirements or decisions of
regulatory authorities, including uncertainties associated with regulatory
review of clinical trials and applications for marketing approval, changes in
public policy or legislation, the actions of third-party clinical research
organizations, suppliers and manufacturers, commercialization plans and
timelines, if approved, the sufficiency of the Company’s cash resources and
its ability to continue as a going concern, and other factors discussed under
the caption “Risk Factors” in the Company’s most recently filed
Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission (“SEC”) on November 12, 2019, and other documents filed with
the SEC from time to time. Forward-looking statements represent the
Company’s beliefs and assumptions only as of the date of this press release.
Except as required by law, the Company assumes no obligation to update these
forward-looking statements publicly, or to update the reasons actual results
could differ materially from those anticipated in the forward-looking
statements, even if new information becomes available in the future.  

Investor Contact:
Judy Matthews
Chief Financial Officer
312-778-6073
IR@iterumtx.com

 1  Exchange rate as at 16 January 2020



Copyright (c) 2020 PR Newswire Association,LLC. All Rights Reserved