STOCK TITAN
  1. Home
  2. Sec-filings
  3. ITRM
  4. [8-K] Iterum Therapeutics plc Reports Material Event

Iterum Therapeutics (NASDAQ: ITRM) faces Nasdaq delisting and winding up

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Iterum Therapeutics plc reports that its ordinary shares will be delisted from Nasdaq after the company withdrew its appeal of a prior Nasdaq delisting determination tied to failing the $1.00 minimum bid price requirement. Trading will be suspended at the opening of business on April 1, 2026, with a Form 25-NSE to remove the shares from listing.

The company has filed a Winding Up Petition in the Irish High Court and is in provisional liquidation. Given limited cash and the ongoing winding up process, Iterum does not expect to file its Form 10-K for the year ended December 31, 2025 or make future SEC filings.

Positive

  • None.

Negative

  • None.

Insights

Iterum faces Nasdaq delisting and an Irish court-supervised wind-up, with SEC reporting expected to cease.

Iterum Therapeutics confirms an accelerated path toward winding up the business. The company withdrew its appeal of Nasdaq’s prior delisting determination, so trading of its ordinary shares will be suspended on April 1, 2026, followed by filing of Form 25-NSE to remove the listing.

The Winding Up Petition before the Irish High Court and appointment of joint provisional liquidators signal that remaining value will be addressed through insolvency proceedings rather than ongoing operations. The company also states it does not expect to file its Form 10-K for the year ended December 31, 2025 or any future SEC reports, effectively ending its U.S. public reporting presence.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Nasdaq minimum bid price requirement $1.00 per share Threshold for continued listing on The Nasdaq Capital Market
Delisting determination letter date February 24, 2026 Date Nasdaq issued prior delisting determination
Hearing request date March 3, 2026 Date Iterum requested Nasdaq Hearings Panel review
Winding Up Petition filing date March 27, 2026 Date petition to wind up the company was filed in Irish High Court
Nasdaq delisting confirmation letter March 30, 2026 Date Nasdaq notified Iterum of delisting after appeal withdrawal
Trading suspension date April 1, 2026 Date trading of ordinary shares will be suspended on Nasdaq
2025 fiscal year end December 31, 2025 Period for Form 10-K the company does not expect to file
Reference prior Form 10-Q period end September 30, 2025 Quarter-end cited for Risk Factors discussion reference
delisting determination letter regulatory
"received a delisting determination letter (the “Prior Determination Letter”) from The Nasdaq Stock Market LLC"
A delisting determination letter is a formal notice from a stock exchange saying a company no longer meets the exchange’s listing rules and is facing removal from the market. Think of it as an eviction notice for a building: the company’s shares may lose the convenience of regular trading, become harder to sell, and often fall in value, so investors should reassess liquidity, price risk, and any underlying operational or compliance problems.
Winding Up Petition regulatory
"on March 27, 2026, the Company filed a petition in the High Court in Ireland to wind up the Company (the “Winding Up Petition”)"
Form 25-NSE regulatory
"a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s ordinary shares from listing"
Form 25‑NSE is an official filing used to notify the stock exchange that a company’s securities are being removed from trading on that exchange, similar to handing in a key when a shop closes. Investors care because removal ends public trading on that venue, often cutting liquidity and making it harder to buy or sell shares, which can affect a stock’s price and how quickly investors can access cash or exit positions.
joint provisional liquidators financial
"the ongoing winding up process by Damien Murran and Jennifer McMahon of Teneo Restructuring (Ireland) Limited as the joint provisional liquidators"
Joint provisional liquidators are temporary, court-appointed officials who take control of a troubled company's assets and affairs while a formal winding-up or insolvency process is being decided. Think of them as emergency guardians who stop value being lost, secure records, and assess whether creditors or shareholders can recover funds. Investors pay attention because their appointment usually signals serious financial distress, potential suspension of trading, and uncertainty about how much, if anything, will be repaid.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
forward-looking statements regulatory
"contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
0001659323false00-000000000016593232026-03-302026-03-30

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 30, 2026

 

 

Iterum Therapeutics plc

(Exact name of Registrant as Specified in Its Charter)

 

 

Ireland

001-38503

Not applicable

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

25 North Wall Quay

 

Dublin 1, Ireland

 

Not applicable

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: +353 1 6694820

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Ordinary Shares, par value $0.01 per share

 

ITRM

 

The Nasdaq Stock Market LLC

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

As previously reported, on February 24, 2026, Iterum Therapeutics plc (the “Company”) received a delisting determination letter (the “Prior Determination Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that as a result of the Company’s failure to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, the Company’s ordinary shares were scheduled for delisting and would be suspended from trading on Nasdaq (the “Prior Delisting Determination”). On March 3, 2026, the Company requested a hearing of the Prior Delisting Determination before an independent Nasdaq Hearings Panel (the “Panel”), which automatically stayed any suspension or delisting action pending the hearing.

 

Also as previously disclosed, on March 27, 2026, the Company filed a petition in the High Court in Ireland to wind up the Company (the “Winding Up Petition”). In connection with the filing of the Winding Up Petition, the Company advised Nasdaq that it is withdrawing its appeal of the Prior Delisting Determination. Therefore, on March 30, 2026, the Company received a further letter from Nasdaq, notifying the Company that as a result of the Company withdrawing its appeal of the Prior Delisting Determination, the staff of Nasdaq has determined that the Company’s ordinary shares will be delisted from Nasdaq.

 

Trading of the Company’s ordinary shares will be suspended at the opening of business on April 1, 2026, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s ordinary shares from listing on Nasdaq.

 

Item 8.01. Other Events.

 

Given the Company’s limited cash resources and the ongoing winding up process by Damien Murran and Jennifer McMahon of Teneo Restructuring (Ireland) Limited as the joint provisional liquidators, the Company does not expect to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 or make any other future filings with the Securities and Exchange Commission.

 

Cautionary Note Regarding Forward-looking Statements

 

This Current Report on Form 8-K contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the process and potential outcomes of the potential winding up of the Company and delisting of the Company’s ordinary shares from Nasdaq and the Company’s expectation that it will not continue to file reports with the SEC. 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,” “would,” “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 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 risks and uncertainties concerning the approval by the Irish High Court of the Winding Up Petition; risks and uncertainties regarding the Company’s ability to effect an orderly winding up of its business; the timing of delisting of the Company’s ordinary shares from Nasdaq; any potential proceedings that may be brought by third parties in connection with the petitions or the potential sale of all or some of the Company’s assets; uncertainty regarding obtaining the Irish High Court’s approval of the potential sale of all or some of the Company’s assets or other terms and conditions to any such potential sale; uncertainties regarding the ability of shareholders and other stakeholders to realize any value or recovery as part of the winding up process; risks resulting from the Company’s expectation that it will no longer file reports with the SEC; and other factors discussed under the caption “Risk Factors” in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 filed with the SEC on November 14, 2025, 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 Current Report. 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.

 

 

 

SIGNATURES

Authority and Capacity of Signatories

 

The joint provisional liquidators are signing this report in their capacity as provisional liquidators of the Company only. Any personal liability is expressly excluded and their firm shall be under no liability affecting them personally or their estate.

 

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

 

 

 

 

Date:

March 31, 2026

By:

/s/ Damien Murran

 

 

 

Damien Murran
Joint Provisional Liquidator
For & on behalf of
Iterum Therapeutics plc (In Provisional Liquidation)

 

Source: View Original Filing on SEC EDGAR

FAQ

Why is Iterum Therapeutics (ITRM) being delisted from Nasdaq?

Iterum Therapeutics is being delisted because it failed to maintain Nasdaq’s minimum bid price of $1.00 per share and then withdrew its appeal of a prior delisting determination. Nasdaq staff consequently decided to delist the company’s ordinary shares and suspend trading.

When will Iterum Therapeutics’ shares stop trading on Nasdaq?

Iterum Therapeutics states that trading of its ordinary shares on Nasdaq will be suspended at the opening of business on April 1, 2026. A Form 25-NSE will then be filed with the SEC to remove the shares from listing on The Nasdaq Stock Market LLC.

Will Iterum Therapeutics file its 2025 Form 10-K with the SEC?

Iterum Therapeutics states it does not expect to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The company cites limited cash resources and the ongoing winding up process under joint provisional liquidators as reasons.

Does Iterum Therapeutics plan to make future SEC filings?

Iterum Therapeutics indicates it does not expect to make any future filings with the SEC. This expectation is linked to its limited cash resources and the ongoing winding up process following the Winding Up Petition in the Irish High Court.

What role do the joint provisional liquidators play at Iterum Therapeutics?

Joint provisional liquidators from Teneo Restructuring (Ireland) Limited are overseeing Iterum’s winding up process. They sign corporate documents solely in their capacity as provisional liquidators, with personal liability expressly excluded, as the company progresses through court-supervised liquidation in Ireland.

Filing Exhibits & Attachments

1 document

Other Documents