
PART I Business Iterum Therapeutics is a clinical-stage pharmaceutical company focused on developing sulopenem, a novel anti-infective for multi-drug resistant infections, with an NDA for oral sulopenem for uUTIs accepted for priority review - The company's primary focus is the development and commercialization of sulopenem, a penem antibiotic with both oral (sulopenem etzadroxil-probenecid) and IV formulations, targeting urinary tract and intra-abdominal infections21 - An NDA for oral sulopenem for the treatment of uUTIs in patients with a quinolone non-susceptible pathogen was submitted in Q4 2020 and accepted for priority review by the FDA in January 2021, with a PDUFA goal date of July 25, 2021, and an advisory committee meeting planned for June 2, 20212335 Phase 3 Trial Primary Endpoint Results | Trial | Indication | Comparator | Primary Endpoint Met? | | :--- | :--- | :--- | :--- | | SURE 1 | uUTI (Quinolone-Resistant) | Ciprofloxacin | Yes (Superiority) | | SURE 1 | uUTI (Quinolone-Susceptible) | Ciprofloxacin | No (Non-inferiority) | | SURE 2 | cUTI | Ertapenem / Ciprofloxacin | No (Non-inferiority) | | SURE 3 | cIAI | Ertapenem / Ciprofloxacin+Metronidazole | No (Non-inferiority) | - The company operates under an exclusive worldwide license from Pfizer for patents and know-how related to sulopenem, which includes milestone and royalty payment obligations24118 Risk Factors The company faces significant risks, including a history of net losses, dependence on the success of the sulopenem program, and the need for additional capital - The company has a history of net losses, with an accumulated deficit of $286.9 million as of December 31, 2020, and anticipates continued losses unless sulopenem is successfully commercialized19217 - The business is heavily dependent on the success of the sulopenem program, and failure to obtain marketing approval for oral sulopenem would materially harm the business19227250 - Additional capital will be required to fund operations, with existing cash and recent financing estimated to fund operations into the first half of 2023, based on assumptions that may prove wrong220221 - The company relies on an exclusive license agreement with Pfizer, and failure to comply with obligations could result in the loss of rights essential to the business19310 - The COVID-19 pandemic poses risks that could delay clinical trials, disrupt regulatory activities, and adversely affect business operations and access to financial markets19422 Properties The company leases office space for its headquarters in Dublin, Ireland, and additional offices in Connecticut and Illinois, with the Dublin headquarters lease terminated effective November 2021 - Headquarters are located in Dublin, Ireland, with a lease extending through November 2026; however, the company exercised its option to terminate this lease in November 2020, making it effective through November 2021487 - The company also leases office space in Old Saybrook, CT (through June 2022) and Chicago, IL (through June 2023)489490 Legal Proceedings As of the report date, the company is not a party to any legal proceedings expected to have a material adverse effect on its business - The company is not currently a party to any material legal proceedings491 PART II Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities The company's ordinary shares trade on The Nasdaq Capital Market under "ITRM" after a December 2020 transfer, with no cash dividends ever paid or anticipated, and several unregistered securities issued in 2020 - The company's ordinary shares were transferred from The Nasdaq Global Market to The Nasdaq Capital Market on December 23, 2020, trading under the symbol "ITRM"495 - No cash dividends have ever been declared or paid, and none are anticipated in the foreseeable future497 - In 2020, the company issued unregistered securities, including Exchangeable Senior Subordinated Notes, Royalty-Linked Subordinated Notes, and various warrants to investors and placement agents in connection with financing activities498499 Management's Discussion and Analysis of Financial Condition and Results of Operations For 2020, the company's net loss decreased to $52.0 million from $103.1 million in 2019, driven by reduced R&D expenses, partially offset by increased other expenses, with current cash sufficient to fund operations into the first half of 2023 Results of Operations (2020 vs. 2019, In thousands) | (In thousands) | 2020 | 2019 | Change | | :--- | :--- | :--- | :--- | | Revenue | $0 | $37 | ($37) | | Research and development | $21,074 | $90,774 | ($69,700) | | General and administrative | $11,052 | $11,284 | ($232) | | Operating loss | ($32,126) | ($102,021) | $69,895 | | Total other expense | ($19,137) | ($665) | ($18,472) | | Net loss | ($52,006) | ($103,130) | $51,124 | - The significant decrease in R&D expenses in 2020 was primarily due to the completion of enrollment for the three Phase 3 clinical trials in the second half of 2019561 - The increase in total other expense was driven by $14.2 million in higher net interest expense related to the Exchangeable Notes and RLNs issued in January 2020, along with costs and fair value adjustments related to these financing transactions563564 - As of December 31, 2020, the company had $14.8 million in cash, cash equivalents, and restricted cash, with subsequent financing in February 2021 providing aggregate net proceeds of approximately $74.3 million, which management believes is sufficient to fund operations into the first half of 2023522575 Quantitative and Qualitative Disclosures About Market Risk The company is exposed to interest rate risk from its variable-rate credit facility and foreign currency exchange risk from global contracts, neither of which is currently considered material or hedged - The primary market risk is interest rate risk associated with the secured credit facility from SVB, which has a variable interest rate, where a 100 basis point change would have impacted net interest expense by approximately $40,000 in fiscal year 2020609 - The company has foreign currency exchange rate risk from contracts with global CROs and CMOs, but as of year-end 2020, substantially all liabilities were denominated in U.S. dollars, and the impact of currency fluctuations was not material610 Financial Statements and Supplementary Data The audited consolidated financial statements for 2020 report a net loss of $52.0 million, with cash and cash equivalents of $14.5 million, total assets of $32.8 million, total liabilities of $83.4 million, and a total shareholders' deficit of $50.6 million, receiving an unqualified opinion from KPMG Consolidated Balance Sheet Highlights (as of Dec 31, 2020, In thousands) | (In thousands) | Amount | | :--- | :--- | | Cash and cash equivalents | $14,508 | | Total current assets | $21,472 | | Total assets | $32,792 | | Total current liabilities | $41,698 | | Total liabilities | $83,351 | | Total shareholders' deficit | ($50,559) | Consolidated Statement of Operations Highlights (Year ended Dec 31, 2020, In thousands) | (In thousands) | Amount | | :--- | :--- | | Revenue | $0 | | Research and development expenses | ($21,074) | | General and administrative expenses | ($11,052) | | Operating loss | ($32,126) | | Net loss | ($52,006) | | Net loss per share | ($2.17) | Consolidated Statement of Cash Flows Highlights (Year ended Dec 31, 2020, In thousands) | (In thousands) | Amount | | :--- | :--- | | Net cash used in operating activities | ($54,528) | | Net cash used in investing activities | ($11) | | Net cash provided by financing activities | $64,475 | | Net increase in cash | $9,925 | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure There were no changes in or disagreements with the company's accountants on accounting and financial disclosure during the reporting period - None817 Controls and Procedures Management concluded that the company's disclosure controls and procedures and internal control over financial reporting were effective as of December 31, 2020, with no material changes reported during the year - Management evaluated disclosure controls and procedures and concluded they were effective as of December 31, 2020818 - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2020, based on the 2013 COSO framework820 - As an emerging growth company, an attestation report on internal control from the independent registered public accounting firm is not required821 PART III Directors, Executive Officers and Corporate Governance Information regarding directors, executive officers, and corporate governance is incorporated by reference from the company's 2021 Proxy Statement - The required information is incorporated by reference from the company's 2021 Proxy Statement825 Executive Compensation Information regarding executive compensation is incorporated by reference from the company's 2021 Proxy Statement - The required information is incorporated by reference from the company's 2021 Proxy Statement827 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters Information regarding security ownership is incorporated by reference from the company's 2021 Proxy Statement - The required information is incorporated by reference from the company's 2021 Proxy Statement828 Certain Relationships and Related Transactions, and Director Independence Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the company's 2021 Proxy Statement - The required information is incorporated by reference from the company's 2021 Proxy Statement829 Principal Accounting Fees and Services Information regarding principal accounting fees and services is incorporated by reference from the company's 2021 Proxy Statement - The required information is incorporated by reference from the company's 2021 Proxy Statement830 PART IV Exhibits, Financial Statement Schedules This section lists the exhibits filed as part of the Annual Report on Form 10-K, including corporate governance documents, material contracts, and certifications - This section contains the index to the consolidated financial statements and notes that all financial statement schedules are omitted as they are not applicable832833 - A list of all exhibits filed with the report is provided, including key agreements like the Pfizer license, debt indentures, warrant agreements, and equity incentive plans834835836