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): ~~June~~July 3021, 2023

NABRIVA THERAPEUTICS PLC

(Exact name of registrant as specified in its charter)

Ireland		001-37558		Not Applicable
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Alexandra House Office 225/227, The Sweepstakes, Ballsbridge, Dublin 4, Ireland		Not Applicable
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (610) 816-6640

Not Applicable

(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 (see General Instruction A.2. below):

¨ 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, nominal value $0.01 per share		NBRV		The Nasdaq Capital Market

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. o

Item 53.0201. ~~Departure~~Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ofRule ~~Certain~~or ~~Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain Officers~~Listing.

AsOn ~~previously disclosed, on January~~July 421, 2023, Nabriva Therapeutics plc (the ~~Board~~“Company”) ofreceived ~~Directors~~a delisting determination letter (the “~~Board~~Determination ~~of Directors~~Letter”) offrom ~~Nabriva~~The ~~Therapeutics~~Nasdaq ~~plc~~Stock ~~(the~~Market LLC (“~~Company~~Nasdaq”),. ~~after~~The anDetermination ~~assessment of~~Letter indicated that, based on (i) the Company’s ~~strategic~~continued ~~options,~~non-compliance ~~approved~~with the aNasdaq ~~plan~~Capital Market’s requirement to ~~preserve~~have ~~the~~a ~~Company~~minimum stockholders’s ~~cash~~equity toof ~~adequately~~$2,500,000 ~~fund~~under anNasdaq ~~orderly~~Listing ~~wind down~~Rule 5550(b)(1) (the of“Rule”) and (ii) the Company’s ~~operations~~confirmation ~~(the~~that ~~“Cash~~it ~~Preservation~~did ~~Plan”).~~not Asintend ~~part~~to ofsubmit ~~the~~a ~~Cash~~plan ~~Preservation~~to ~~Plan,~~regain ~~each~~compliance ofwith ~~Daniel Dolan,~~the Rule, the Company’s ~~Chief~~ordinary ~~Financial Officer~~shares, ~~and~~nominal Jvalue $0.01 ~~Christopher~~per ~~Naftzger,~~share (the ~~Company’s~~“Ordinary ~~Interim~~Shares”), ~~Chief~~will ~~Executive~~be ~~Officer,~~suspended ~~General~~from trading ~~Counsel~~on ~~and~~Nasdaq ~~Secretary,~~at ~~entered~~the ~~into~~open aof ~~Separation~~business ~~and~~on ~~Release~~August 1, of2023, ~~Claims~~unless ~~Agreement~~the ~~with~~Company ~~Nabriva~~requests ~~Therapeutics~~an ~~US, Inc~~appeal of this determination., aThe ~~wholly-owned~~Determination ~~subsidiary~~Letter ofalso indicated that unless the Company, ~~providing~~requests ~~for~~an ~~their~~appeal ~~separation~~of ~~from~~Nasdaq’s ~~employment~~determination, ~~with~~Nasdaq ~~the~~intends ~~Company~~to ~~effective~~file ~~June~~a Form ~~30,~~25-NSE with ~~2023 (~~the ~~“Dolan Separation~~Securities ~~Date”),~~and Exchange Commission in order to effect the ~~case~~formal delisting of ~~Mr. Dolan,~~the ~~and~~Company’s ~~July 7,~~Ordinary ~~2023,~~Shares infrom ~~the~~Nasdaq. The ~~case~~Company ofdoes ~~Mr. Naftzger~~not ~~(the~~plan ~~“Naftzger~~to ~~Separation Date”)~~appeal Nasdaq’s determination.

~~Separation~~As ~~Agreement~~previously disclosed, the Company was initially notified by Nasdaq on May 25, 2023 that the Company was not in compliance with ~~Daniel~~the ~~Dolan~~Rule because the stockholders’ equity (deficit) of the Company of $(4,357,000) as of March 31, 2023, as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, was below the minimum stockholders’ equity requirement of $2,500,000.

~~Pursuant~~The toOrdinary ~~the~~Shares ~~separation~~may ~~agreement~~be ~~with~~eligible ~~Mr. Dolan (the “Dolan Separation Agreement”) and subject~~ to ~~Mr. Dolan’s~~be ~~nonrevocation of a release of claims in favor of~~quoted ~~the~~on ~~Company, Mr. Dolan will be entitled to~~ the ~~following~~Pink ~~severance~~Open ~~benefits:~~Market ~~(1) continued~~operated ~~payment~~by ~~of his base salary, in accordance with~~ the ~~Company’s~~OTC ~~regular~~Markets ~~payroll~~Group ~~procedures,~~Inc. ~~for~~if a ~~period~~market ofmaker 12sponsors ~~months following~~ the ~~Dolan~~security ~~Separation Date, (2) provided he is eligible for~~ and ~~timely~~complies ~~elects~~with ~~to continue receiving group medical insurance~~ Rule 15c2-11 under ~~COBRA and~~ the ~~payments~~Securities ~~would~~Exchange ~~not~~Act ~~result in the violation~~ of ~~nondiscrimination~~1934, ~~requirements~~as ~~of applicable law~~amended, ~~payment~~but by the Company ofcan ~~the~~provide ~~portion~~no ofassurances ~~health~~that ~~coverage~~a ~~premiums~~public ~~the~~market ~~Company pays~~ for ~~similarly-situated,~~trading ~~active employees who receive~~ the Ordinary ~~same~~Shares ~~type~~will ofexist ~~coverage,~~after ~~for a period of up to 12 months following~~ the ~~Dolan Separation~~expected ~~Date,~~suspension ~~(3) a lump sum payment equal to 100%~~ of ~~his~~trading ~~target~~on ~~bonus for 2023 and (4)~~August ~~accelerated vesting of his then-unvested equity awards that are subject to time-based vesting. Pursuant to the Dolan Separation Agreement~~1, Mr2023. Dolan also executed a release of claims in favor of the Company, reaffirmed his continuing confidentiality obligations with respect to the Company and reaffirmed his obligations under his proprietary rights, non-disclosure and developments agreement with the Company.

~~Separation Agreement with J. Christopher Naftzger~~SIGNATURES

Pursuant to the ~~separation~~requirements ~~agreement~~of ~~with Mr. Naftzger (~~the ~~“Naftzger Separation Agreement”) and subject to Mr. Naftzger’s nonrevocation of a release of claims in favor~~Securities ofExchange ~~the~~Act ~~Company, Mr. Naftzger will be entitled to the following severance benefits: (1) continued payment~~ of ~~his base salary~~1934, in ~~accordance~~as ~~with the Company’s regular payroll procedures~~amended, ~~for a period of 12 months following~~ the ~~Naftzger~~registrant ~~Separation~~has ~~Date,~~duly ~~(2) provided he~~caused isthis ~~eligible~~report ~~for and timely elects~~ to ~~continue~~be ~~receiving~~signed ~~group~~on ~~medical~~its ~~insurance~~behalf ~~under COBRA and the payments would not result in the violation of nondiscrimination requirements of applicable law, payment~~ by the ~~Company~~undersigned ofhereunto ~~the portion of health coverage premiums the Company~~duly pays for similarly-situated, active employees who receive the same type of coverage, for a period of up to 12 months following the Naftzger Separation Date, (3) a lump sum payment equal to 100% of his target bonus for 2023 and (4) accelerated vesting of his then-unvested equity awards that are subject to time-based vestingauthorized. Pursuant to the Naftzger Separation Agreement, Mr. Naftzger also executed a release of claims in favor of the Company, reaffirmed his continuing confidentiality obligations with respect to the Company and reaffirmed his obligations under his proprietary rights, non-disclosure and developments agreement with the Company.

~~Consulting~~Nabriva ~~Agreements~~Therapeutics ~~with Daniel Dolan and J. Christopher Naftzger~~plc

In connection with their separation from the Company, respectively, each of Mr. Dolan and Mr. Naftzger entered into a six-month consulting agreement (each a “Consulting Agreement”) with the Company pursuant to which each agreed to provide consulting services related to the wind-down of the Company and such other services as are mutually agreed with the Company (the “Services”). In consideration for the provision of the Services, each of Mr. Dolan and Mr. Naftzger is entitled to a consulting fee of $180 per hour.

Date: July 24, 2023	By:	/s/ David Maggio
		David Maggio
		Chief Financial Officer

The foregoing description of certain terms of the Dolan Separation Agreement, the Naftzger Separation Agreement, the Consulting Agreement with Mr. Dolan and the Consulting Agreement with Mr. Naftzger are qualified in their entirety by reference to the complete text of such agreements, which are filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Appointment of H. Michael Hogan as Chief Executive Officer and Dave Maggio as Chief Financial Officer

On June 30, 2023, the Board of Directors appointed Dave Maggio, a representative of Armanino LLP (“Armanino”), a consultant to the Company, as Chief Financial Officer of the Company, effective immediately. On July 6, 2023, the Board of Directors appointed H. Michael Hogan as Chief Executive Officer of the Company, effective as of the Naftzger Separation Date. Each of Mr. Maggio and Mr. Hogan will provide services as an executive officer of the Company pursuant to a consulting agreement to which the Company is a party with Armanino. Under the consulting agreement, the Company has agreed to pay Armanino an hourly rate between (i) $375 and $495 per hour for Mr. Maggio’s services and (ii) $425 and $650 per hour for Mr. Hogan’s services. The Company has also agreed to reimburse Armanino for reasonable, out-of-pocket expenses incurred by Mr. Maggio and Mr. Hogan while providing such services to the Company. The consulting agreement will expire on December 31, 2023, unless extended by mutual agreement of the parties prior to its expiration. The Company may terminate the consulting agreement upon 30 days prior written notice.

Mr. Hogan, age 60, has served as a Partner at Armanino, a full-service firm providing tax, assurance and consulting services to clients, since January 2021, and leads the firm’s Corporate Finance and Restructuring practices. From October 2016 to January 2021, Mr. Hogan served as a Managing Director in Armanino’s Corporate Finance and Restructuring practice. Prior to his time at Armanino, Mr. Hogan served as a Managing Director at Sherwood Advisory Services, with a focus on advisory and managerial services for distressed companies. Mr. Hogan received a B.A. in Political Science and Economics from Colgate University.

Mr. Hogan does not have a family relationship with any of the Company’s officers or directors and has no direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, other than the Armanino consultancy with the Company. There are no arrangements or understandings between Mr. Hogan and any other person pursuant to which he was elected as an officer of the Company other than the Armanino consultancy with the Company.

Mr. Maggio, age 64, has served as a Director at Armanino in the firm’s Corporate Finance and Restructuring practice since November 2021. Mr. Maggio co-founded and has also operated Omni Professional Services, LLC, a private investment vehicle focused on the sporting goods industry since January 2021 and has served as an Operating Partner at CornerPost Capital Partners, LLC, a middle-market, private equity firm, since January 2010. Mr. Maggio received a B.S. in Accounting from Louisiana State University and completed the Northwestern/Kellogg Business School Executive Merger & Acquisitions Program.

Mr. Maggio does not have a family relationship with any of the Company’s officers or directors and has no direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, other than the Armanino consultancy with the Company. There are no arrangements or understandings between Mr. Maggio and any other person pursuant to which he was elected as an officer of the Company other than the Armanino consultancy with the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Separation and Release of Claims Agreement, by and between Nabriva Therapeutics US, Inc. and Daniel Dolan
10.2		Separation and Release of Claims Agreement, by and between Nabriva Therapeutics US, Inc. and J. Christopher Naftzger
10.3		Consulting Agreement, by and between Nabriva Therapeutics US, Inc. and Daniel Dolan
10.4		Consulting Agreement, by and between Nabriva Therapeutics US, Inc. and J. Christopher Naftzger
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

Nabriva Therapeutics plc

Date: July 7, 2023	By:	/s/ Michael Hogan
		Michael Hogan
		Chief Executive Officer

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