Iterum Therapeutics (NASDAQ: ITRM) warned on Nasdaq value and price rules

Rhea-AI Filing Summary

Iterum Therapeutics plc has received a notice from Nasdaq that it no longer meets the Nasdaq Capital Market’s continued listing standards for market value and certain financial criteria. On December 11, 2025, Nasdaq stated that Iterum’s Market Value of Listed Securities had stayed below $35 million for 30 consecutive business days, violating Listing Rule 5550(b)(2), and that the company also fails the alternative shareholder equity and net income requirements.

Iterum has 180 calendar days, until June 9, 2026, to restore its market value to at least $35 million for a minimum of 10 consecutive business days or face potential delisting, with a right to appeal. The company also remains out of compliance with Nasdaq’s $1.00 minimum bid price rule after a prior August 25, 2025 notice and has until February 23, 2026 to achieve a closing bid of at least $1.00 for 10 consecutive business days, with a possible additional 180‑day period if it meets other listing standards. Iterum’s shares continue to trade on Nasdaq for now while it works to regain compliance.

Positive

• None.

Negative

• Nasdaq market value deficiency with delisting risk: Iterum’s Market Value of Listed Securities stayed below $35 million for 30 consecutive business days, triggering a 180‑day deadline to regain compliance or face potential delisting.
• Ongoing minimum bid price violation: The company has remained below Nasdaq’s $1.00 minimum bid price since an August 25, 2025 notice and must cure this by February 23, 2026, or risk further delisting actions.

Insights

Equity listing standards analyst

Nasdaq has flagged Iterum for both market value and bid price deficiencies, creating a clear risk of eventual delisting if issues are not resolved.

Iterum Therapeutics now faces simultaneous Nasdaq deficiencies. As of the December 11 notice, its Market Value of Listed Securities had been below $35 million for 30 consecutive business days, breaching Listing Rule 5550(b)(2). Nasdaq also notes that the company does not meet the alternative shareholder equity and net income tests, meaning it currently fails all three prongs of the continued listing standard under Rule 5550(b).

Nasdaq has granted a 180‑day compliance period until June 9, 2026, during which the company’s market value must close at or above $35 million for at least 10 consecutive business days to regain compliance. Separately, Iterum remains out of compliance with the minimum $1.00 bid price rule following an August 25, 2025 notice and has until February 23, 2026 to restore its share price for 10 consecutive business days, with a potential second 180‑day period if it meets other initial listing standards and the market value test.

If Iterum does not regain compliance with the market value requirement by June 9, 2026, Nasdaq may notify the company that its securities are subject to delisting, and Iterum could appeal to a Nasdaq Listing Qualifications Panel. A similar appeal path exists if it ultimately fails to meet the bid price rule after any applicable compliance periods. The current status keeps the shares trading on the Nasdaq Capital Market, but underscores a material risk that future non‑compliance could lead to a removal from the exchange.

0001659323false00-000000000016593232025-12-112025-12-11

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): December 11, 2025

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.

On December 11, 2025, Iterum Therapeutics plc (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that the Company no longer meets the requirements of Nasdaq Listing Rule 5550(b)(2), which requires listed companies on The Nasdaq Capital Market to maintain a minimum Market Value of Listed Securities (“MVLS”) of $35 million (the “Minimum MVLS Requirement”). The notification letter stated that the Company’s MVLS had been below $35 million for the last 30 consecutive business days from the date of the letter, and, as a result, the Company no longer meets this continued listing requirement. The Nasdaq letter also noted that the Company does not meet the additional requirements under Nasdaq Listing Rules 5550(b)(1) and 5550(b)(3) relating to minimum shareholder equity or net income standards.

In accordance with the Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided a compliance period of 180 calendar days, until June 9, 2026 (the “Compliance Date”), to regain compliance with the Minimum MVLS Requirement. To regain compliance, the Company’s MVLS must close at $35 million or more for a minimum of ten consecutive business days, at which time Nasdaq would provide written confirmation that the Company has regained compliance with the Minimum MVLS Requirement.

If the Company does not regain compliance with the Minimum MVLS Requirement by the Compliance Date, the Company will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq Listing Qualifications Panel (the “Panel”) pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by the Staff to the Panel, such appeal would be successful. The Notice has no immediate effect on the listing of the Company’s securities listed on The Nasdaq Capital Market.

Additionally, and as previously disclosed, on August 25, 2025, Nasdaq notified the Company that it no longer satisfied Nasdaq Listing Rule 5550(a)(2), which requires the Company to maintain a minimum bid price of $1.00 per share (the “Bid Price Rule”) for continued listing on The Nasdaq Capital Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Nasdaq granted the Company 180 calendar days, through February 23, 2026, to regain compliance with the Bid Price Rule, which requires that the closing bid price of the Company’s ordinary shares be at least $1.00 for a minimum of 10 consecutive business days. The Company remains out of compliance with the Bid Price Rule as of the date hereof. If the Company is unable to regain compliance with the Bid Price Rule by February 23, 2026, the Company may be eligible for an additional 180-day compliance period. To qualify, the Company will be required to have regained compliance with the Minimum MVLS Requirement, to meet the continued listing requirement for market value of publicly held shares and to meet all other initial listing standards for The Nasdaq Capital Market, with the exception of the Bid Price Rule. The Company will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse share split, if necessary. However, if it appears to Nasdaq that the Company will not be able to cure the deficiency, or if it is not otherwise eligible (by virtue of having failed to regain compliance with the Minimum MVLS Requirement or otherwise), Nasdaq will provide notice that its ordinary shares are to be subject to delisting, at which time the Company may appeal the delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules.

SIGNATURES

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:	December 12, 2025	By:	/s/ Corey N. Fishman
			Corey N. Fishman Chief Executive Officer

FAQ

What Nasdaq rules is Iterum Therapeutics (ITRM) currently not meeting?

Iterum Therapeutics is not meeting Nasdaq Listing Rule 5550(b)(2), which requires a minimum Market Value of Listed Securities of $35 million, and does not satisfy the alternative shareholder equity and net income standards under Listing Rules 5550(b)(1) and 5550(b)(3). It is also out of compliance with Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share.

How long does Iterum Therapeutics (ITRM) have to regain compliance with Nasdaqs market value rule?

Under Nasdaq Listing Rule 5810(c)(3)(C), Iterum has a 180 calendar day compliance period until June 9, 2026. To regain compliance with the Market Value of Listed Securities requirement, its market value must close at $35 million or more for at least 10 consecutive business days, after which Nasdaq would provide written confirmation of compliance.

What happens if Iterum Therapeutics (ITRM) does not regain compliance with the $35 million market value requirement by June 9, 2026?

If Iterum does not regain compliance with the Market Value of Listed Securities requirement by June 9, 2026, Nasdaq may issue a written notification that its securities are subject to delisting. At that point, the company may appeal the delisting determination to a Nasdaq Listing Qualifications Panel, following the applicable Nasdaq procedures.

What is the status of Iterum Therapeutics (ITRM) compliance with Nasdaqs $1.00 minimum bid price rule?

Nasdaq notified Iterum on August 25, 2025 that it no longer satisfied the $1.00 minimum bid price requirement, and the company remains out of compliance. Nasdaq granted Iterum 180 calendar days, through February 23, 2026, to regain compliance by maintaining a closing bid price of at least $1.00 for a minimum of 10 consecutive business days.

Can Iterum Therapeutics (ITRM) receive extra time to fix its Nasdaq bid price deficiency?

If Iterum does not regain compliance with the minimum bid price rule by February 23, 2026, it may be eligible for an additional 180-day compliance period. To qualify, the company must have regained compliance with the $35 million Market Value of Listed Securities requirement, meet the continued listing requirement for market value of publicly held shares, and meet all other initial listing standards for the Nasdaq Capital Market, except for the bid price rule.

Will Iterum Therapeutics (ITRM) be immediately delisted from Nasdaq because of these notices?

No. The notices state that they have no immediate effect on the listing of Iterums securities on the Nasdaq Capital Market. The shares continue to trade while the company attempts to regain compliance within the specified deadlines, although failure to do so could eventually lead to delisting proceedings and potential appeals.