Item 1.02. Termination of a Material Definitive Agreement.
On January 5, 2023, the Company, in connection with the Cash Preservation Plan,
repaid in full all outstanding amounts owed under the Loan and Security
Agreement, dated as of December 20, 2018, by and among the Company, Nabriva
Therapeutics Ireland Designated Activity Company, certain other subsidiaries of
the Company from time to time party thereto, any bank and other financial
institution or entity from time to time party thereto and Hercules Capital, Inc.
("Hercules"), as administrative agent and collateral agent. (as supplemented,
amended or otherwise modified from time to time, the "Loan Agreement"). The
Company's total repayment to Hercules under the Loan Agreement was $4.5 million,
including a principal, accrued and unpaid interest, fees and other expenses.
Effective at the time of the repayment, the Loan Agreement was terminated, and
Hercules released all security interests held on the assets of the Company and
its subsidiaries.
Item 2.05. Costs Associated with Exit or Disposal Activities.
As part of the Cash Preservation Plan, the Board determined on January 4, 2023
to terminate all of its employees not deemed necessary to execute an orderly
wind down of the Company. The Company also has terminated its agreement with
Amplity Health, the contract sales organization responsible for promoting
SIVEXTRO and XENLETA, to preserve cash, but will continue to make both products
commercially available. The Company also expects to transition responsibility
for the promotion and distribution of SIVEXTRO back to Merck & Co. Inc. and
terminate that agreement over the coming months. The Company estimates that it
will incur approximately $6.0 million for severance and other employee
termination-related costs, including severance costs for members of the Amplity
Health sales force, in the first quarter of 2023. The Company expects to
substantially complete the workforce reduction by the end of the first quarter
of 2023.
Item 8.01. Other Events.
The description of the Company's Cash Preservation Plan set forth under the
heading "Introductory Note" above is incorporated by reference into this Item
8.01. In addition, as previously disclosed, the Company engaged Torreya Capital
to facilitate the exploration of a range of strategic options, including
potential in-licensing or out-licensing of commercial stage assets. While the
Company continues to work with Torreya Capital on identifying and evaluating
potential strategic options with the goal of maximizing value, the Company is
currently focused as part of its Cash Preservation Plan on the sale of its
existing assets, including Lefamulin and IV Fosfomycin. In the event that the
Board determines that a liquidation and dissolution of the Company to be
approved by shareholders is the best method to maximize shareholder value, the
Company would file proxy materials with the SEC and schedule an extraordinary
meeting of its shareholders to seek approval of such a plan as required.
On January 6, 2023, the Company issued a press release announcing its adoption
of the Cash Preservation Plan. The full text of the press release is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Press release issued by Nabriva Therapeutics plc, dated January 6, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Forward-Looking Statements
Any statements in this Form 8-K about future expectations, plans and prospects
for the Company, including but not limited to statements about its ability to
identify, assess and execute a strategic transaction, its ability to preserve
cash in order to adequately fund an orderly wind down of the Company's
operations, the ability of shareholders and other stakeholders to realize any
value or recovery as part of a wind down process, the Company's workforce
reduction and future charges expected to be incurred in connection therewith,
the sufficiency the Company's existing cash resources and other statements
containing the words "anticipate," "believe," "estimate," "expect," "intend,"
"may," "plan," "predict," "project," "target," "potential," "likely," "will,"
"would," "could," "should," "continue," and similar expressions, constitute
forward-looking statements within the meaning of The Private Securities
Litigation Reform Act of 1995. Actual results may differ materially from those
indicated by such forward-looking statements as a result of various important
factors, including: the Company's ability to continue to pay its obligations in
the ordinary course of business as they come due; successfully execute its
commercialization plans for XENLETA and SIVEXTRO and whether market demand for
XENLETA and SIVEXTRO is consistent with its expectations, the Company's ability
to build and maintain a sales force for XENLETA and SIVEXTRO, the content and
timing of decisions made by the U.S. Food and Drug Administration and other
regulatory authorities, the uncertainties inherent in the initiation and conduct
of clinical trials, availability and timing of data from clinical trials,
whether results of early clinical trials or studies in different disease
indications will be indicative of the results of ongoing or future trials,
uncertainties associated with regulatory review of clinical trials and
applications for marketing approvals, the availability or commercial potential
of CONTEPO for the treatment of cUTI, the extent of business interruptions
resulting from the infection causing the COVID-19 outbreak or similar public
health crises, the ability to retain and hire key personnel, the availability of
adequate additional financing on acceptable terms or at all and such other
important factors as are set forth in the Company's annual and quarterly reports
and other filings on file with the U.S. Securities and Exchange Commission. In
addition, the forward-looking statements included in this Form 8-K represent the
Company's views as of the date of this Form 8-K. The Company anticipates that
subsequent events and developments will cause its views to change. However,
while the Company may elect to update these forward-looking statements at some
point in the future, it specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as representing the
Company's views as of any date subsequent to the date of this Form 8-K.
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