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): February 1824, 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 53.0701 ~~Submission~~Notice of ~~Matters~~Delisting or Failure to Satisfy a ~~Vote~~Continued ofListing ~~Security~~Rule ~~Holders~~or Standard; Transfer of Listing.

On February 1824, 2026, Iterum Therapeutics plc (the “Company”) ~~held~~received ana ~~extraordinary~~delisting ~~general~~determination ~~meeting~~letter (the “~~EGM~~Determination Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”). The Determination Letter indicated that, atas ~~which~~a result of the Company’s ~~shareholders~~previously ~~voted~~disclosed onand ~~the~~continued ~~following~~noncompliance ~~proposals~~with Nasdaq Listing Rule 5550(a)(2), which ~~are~~requires ~~described~~the inCompany to maintain a minimum bid price of $1.00 per share (the “Bid Price Rule”) for continued listing on The Nasdaq Capital Market, the Company’s ~~definitive~~ordinary ~~proxy~~shares ~~statement~~will ~~relating~~be toscheduled for delisting and will be suspended from trading on Nasdaq effective at the ~~EGM~~open of business on March 5, ~~filed~~2026, unless the Company requests a hearing before an independent Nasdaq Hearings Panel (the “Panel”) in accordance with Nasdaq rules. The Determination Letter also indicated that, after applicable appeal periods have lapsed, Nasdaq intends to file a Form 25-NSE with the Securities and Exchange Commission (the “SEC”) onto ~~January~~complete 2the delisting of the Company’s ordinary shares from Nasdaq. The Company is considering the possibility of appealing Nasdaq’s delisting determination to the Panel while it continues to evaluate strategic alternatives. However, ~~2026~~there can be no assurance that any such appeal, if submitted, will be successful.

~~Proposal~~As ~~No.~~also 1:previously ~~Authorized~~disclosed, ~~Share~~the ~~Capital~~Company ~~Increase.~~does not currently meet the requirements of Nasdaq Listing Rule 5550(b)(2), which requires listed companies on The ~~shareholders~~Nasdaq ~~did~~Capital ~~not~~Market ~~approve~~to anmaintain ~~increase~~a inminimum ~~the~~market ~~authorized~~value ~~share~~of ~~capital~~listed securities of $35 million (the ~~Company~~“Minimum ~~from~~MVLS $1Requirement”),~~800,000~~ toor ~~$2,300,000~~the byadditional requirements under Nasdaq Listing Rules 5550(b)(1) and 5550(b)(3) relating to the ~~creation~~minimum ofshareholders’ anequity ~~additional~~or ~~50,000,000~~net ~~ordinary~~income ~~shares~~standards. The ~~results~~Company was previously provided a compliance period of ~~the~~180 ~~shareholders’~~calendar ~~vote~~days, ~~for~~or ~~the~~until ~~authorized~~June ~~share~~9, ~~capital~~2026, ~~increase~~to ~~proposal~~regain ~~were~~compliance aswith ~~follows:~~the Minimum MVLS Requirement.

For	Against	Abstain	Broker Non-Votes
12,841,845	17,872,597	107,794	*

The Company continues to evaluate its corporate, strategic and financial alternatives. Given the Company’s limited ability to raise additional capital, these alternatives include the possibility of a wind-down of the Company’s operations and the possible commencement of a bankruptcy, liquidation, dissolution or similar proceeding or outcome in which shareholders would be very unlikely to receive any meaningful distribution or return on their investment.

~~Proposal No. 2: Directors’ Allotment Authority.~~ The ~~shareholders~~Company ~~did~~also ~~not~~may ~~approve~~determine, afollowing ~~proposal~~effectiveness toof ~~grant~~ the ~~board~~Form of25-NSE ~~directors~~delisting of the Company’s ~~(the~~ordinary ~~“Board~~shares offrom ~~Directors”)~~Nasdaq, anto ~~updated~~file ~~authority~~a ~~under~~Form ~~Irish~~15 ~~law~~with tothe ~~allot~~SEC ~~and~~to ~~issue~~suspend ~~shares,~~the ~~warrants,~~Company’s ~~convertible~~reporting ~~instruments~~obligations ~~and~~under ~~options.~~Sections ~~The~~13 ~~results~~and 15(d) of the ~~shareholders’~~Securities ~~vote~~Exchange ~~for~~Act ~~the~~of ~~directors’~~1934, ~~allotment authority proposal were~~ as ~~follows:~~amended.

For	Against	Abstain	Broker Non-Votes
13,050,107	17,595,857	176,272	*

Cautionary Note Regarding Forward-looking Statements

~~Proposal~~This ~~No.~~Current 3:Report ~~Pre~~on Form 8-~~emption~~K ~~Rights~~contains ~~Opt~~forward-~~out.~~ looking statements within the meaning of The ~~shareholders~~Private ~~did~~Securities ~~not~~Litigation ~~approve~~Reform aAct ~~proposal~~of 1995. These forward-looking statements include, without limitation, statements regarding the Company’s potential plan to ~~grant~~request a hearing before the ~~Board~~Panel, the potential outcomes of ~~Directors~~such anPanel ~~updated~~hearing ~~authority~~and ~~under~~the ~~Irish~~Company’s ~~law~~evaluation toof ~~issue~~corporate, ~~shares~~strategic ~~(including~~and ~~rights~~financial toalternatives. ~~acquire~~In ~~shares)~~some ~~for~~cases, ~~cash~~forward-looking ~~without~~statements ~~first~~can ~~offering~~be ~~those~~identified ~~shares~~by towords ~~existing~~such ~~shareholders~~as ~~under~~“may,” ~~pre~~“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-~~emptive~~looking ~~rights~~statements involve known and unknown risks, uncertainties and other factors that ~~would~~may ~~otherwise~~cause ~~apply~~the Company’s actual results or achievements to be materially different from any future results, performance or achievements expressed or implied by the ~~issuance~~forward-looking statements. ~~The~~Forward-looking statements include all matters that are not historical facts. Actual future results ofmay be materially different from what is expected due to factors largely outside the ~~shareholders~~Company’s ~~vote~~control, including whether the Company has sufficient time and resources to complete its evaluation of strategic alternatives, whether any assets remain available for distribution to shareholders in a potential bankruptcy, liquidation, dissolution or similar proceeding and other factors discussed under the ~~pre~~caption “Risk Factors” in its Quarterly Report on Form 10-~~emption~~Q ~~rights~~for ~~opt~~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-~~out~~looking ~~proposal~~statements ~~were~~represent the Company’s beliefs and assumptions only as ~~follows:~~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.

For	Against	Abstain	Broker Non-Votes
12,774,691	17,867,413	180,132	*

SIGNATURES

~~Proposal~~Pursuant ~~No.~~to 4: Reverse Share Split. The shareholders did not approve a reverse share split (i.e., a consolidation of share capital under Irish law), whereby such number of authorized and unissued and authorized and issued shares in the ~~capital~~requirements of the ~~Company~~Securities asExchange ~~the~~Act ~~Board~~ of ~~Directors~~1934, ~~may~~the ~~determine~~registrant ~~that~~has isduly ~~not~~caused ~~less~~this ~~than~~report ~~10 ordinary shares and not more than 15 ordinary shares be consolidated into one ordinary share of such nominal value as is proportionate~~ to ~~the determined consolidation ratio, which nominal value shall not~~ be ~~less~~signed ~~than~~on ~~$0.10~~its ~~each~~behalf (nominal value) and not more than $0.15 each (nominal value), and the subsequent reduction in the nominal value of the ordinary shares in the authorized and unissued and authorized and issued share capital of the Company from the aforementioned nominal value (as reflects the share consolidation ratio chosen by the ~~Board~~undersigned ofhereunto ~~Directors)~~duly ~~to $0~~authorized.~~01 each. The results of the shareholders’ vote for the reverse share split proposal were as follows:~~

For	Against	Abstain	Broker Non-Votes
			Iterum Therapeutics plc
13,904,954	16,689,179	195,638	*
Date:	March 2, 2026	By:	/s/ Corey N. Fishman
			Corey N. FishmanChief Executive Officer

* No broker non-votes arose in connection with Proposals 1 through 4 due to the fact each matter was considered "routine" under New York Stock Exchange rules.

Item 8.01. Other Events.

Following the results of the shareholder votes at the EGM, and as previously disclosed by the Company in its recent filings with the SEC, the Company is continuing to evaluate its corporate, strategic and financial alternatives. The results of the shareholder votes at the EGM restrict the Company’s ability to raise additional capital. Accordingly, the Company's operations, financial condition and ability to continue as a going concern are likely to be materially and adversely affected, which, as previously disclosed, increases the possibility of a wind-down of the Company’s operations and the possible commencement of a bankruptcy, liquidation, dissolution or similar proceeding or outcome in which shareholders would be very unlikely to receive any meaningful distribution or return on their investment.

The corporate, strategic and financial alternatives for the Company may include the licensing, sale or divestiture of the Company’s assets or proprietary technologies, or another strategic transaction involving the Company, the wind-down of the Company’s operations, or, in connection with those transactions or events or otherwise, the commencement of bankruptcy, liquidation, dissolution or other similar proceedings. The limited time and available resources of the Company constrain its ability to identify, evaluate and complete any strategic transaction. The Company’s evaluation of corporate, strategic and financial alternatives may not result in any particular action or transaction being pursued, entered into or consummated, and there is no assurance as to the timing, sequence or outcome of any action or transaction or series of actions or transactions.

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:	February 18, 2026	By:	/s/ Corey N. Fishman
			Corey N. FishmanChief Executive Officer

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