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EX-3.1 - AMENDED AND RESTATED CONSTITUTION - Iterum Therapeutics plcd596711dex31.htm





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 30, 2018



Iterum Therapeutics plc

(Exact name of registrant as specified in its charter)




Ireland   001-38503   98-1283148

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


Block 2 Floor 3, Harcourt Centre,

Harcourt Street,

Dublin 2, Ireland

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: +353 1 903 8920



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒




Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment and Restatement of Constitution

Effective as of May 30, 2018, Iterum Therapeutics plc (the “Company”) amended its constitution (the “Restated Constitution”) in connection with the closing of the Company’s initial public offering of its ordinary shares. As described in the Company’s Registration Statement on Form S-1, as amended (File No. 333-224582), the Company’s board of directors and shareholders previously approved the Restated Constitution to be effective upon the closing of the initial public offering.

A copy of the Restated Constitution is attached hereto as Exhibit 3.1 and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


Exhibit No.



  3.1    Amended and Restated Constitution of Iterum Therapeutics plc


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


    Iterum Therapeutics plc
Dated: May 30, 2018     By:   /s/ Corey N. Fishman
      Corey N. Fishman
      Chief Executive Officer