SEC Comment Letter for Iterum Therapeutics plc (ITRM) (CIK 0001659323) (ITRM) — May 14, 2020
Iterum Therapeutics plc (ITRM) (CIK 0001659323)
Date: May 14, 2020 · CIK: 0001659323 · Accession: 0000000000-20-004305
AI Filing Summary & Sentiment
File numbers found in text: 333-237326
Letter
United States securities and exchange commission logo May 14, 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. 2 to Registration Statement on Form S-1 Filed April 30, 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 23, 2020 letter. Amendment No. 2 to Registration Statement on Form S-1 filed April 30, 2020 General 1.We note your revisions in response to prior comment 5. Please provide us with a detailed legal analysis as to whether the royalty-linked notes are asset-backed securities. In providing your analysis, please consider Item 1101(c) of Regulation AB, Section 3(a)(79) of the Exchange Act, and Regulation AB Compliance and Disclosure Interpretation 301.03. 2.We note your response to prior comment 6. We note that the royalty-linked securities have been titled a “Royalty-Linked Notes” and the concomitant indenture and trustee. Please explain to us how you intend to comply with the Trust Indenture Act of 1939.
FirstName LastNameCorey Fishman Comapany NameIterum Therapeutics plc May 14, 2020 Page 2 FirstName LastName Corey Fishman Iterum Therapeutics plc May 14, 2020 Page 2 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.
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United States securities and exchange commission logo
May 14, 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. 2 to Registration Statement on Form S-1
Filed April 30, 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 23, 2020 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed April 30, 2020
General
1.We note your revisions in response to prior comment 5. Please provide us with a detailed
legal analysis as to whether the royalty-linked notes are asset-backed securities. In
providing your analysis, please consider Item 1101(c) of Regulation AB, Section 3(a)(79)
of the Exchange Act, and Regulation AB Compliance and Disclosure Interpretation
301.03.
2.We note your response to prior comment 6. We note that the royalty-linked securities have
been titled a “Royalty-Linked Notes” and the concomitant indenture and trustee. Please
explain to us how you intend to comply with the Trust Indenture Act of 1939.
FirstName LastNameCorey Fishman
Comapany NameIterum Therapeutics plc
May 14, 2020 Page 2
FirstName LastName
Corey Fishman
Iterum Therapeutics plc
May 14, 2020
Page 2
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.