Iterum Therapeutics (ITRM) Proxy Filing summary

Executive summary

• An Extraordinary General Meeting (EGM) is scheduled for February 18, 2026, to vote on four key proposals critical to capital raising and Nasdaq compliance.

• The board unanimously recommends voting in favor of all proposals, which are essential for ongoing operations and avoiding bankruptcy or delisting.

• Shareholders of record as of December 30, 2025, are eligible to vote, with multiple voting methods available, including online, phone, mail, or in person.

Voting matters and shareholder proposals

• Proposal 1: Increase authorized share capital from $1,800,000 to $2,300,000 by creating 50,000,000 new ordinary shares.

• Proposal 2: Grant the board updated authority to allot and issue shares, warrants, convertible instruments, and options for five years.

• Proposal 3: Allow the board to issue shares for cash without pre-emptive rights, removing the requirement to offer new shares to existing shareholders first.

• Proposal 4: Approve a reverse share split (10-to-1 up to 15-to-1) to help regain compliance with Nasdaq’s $1.00 minimum bid price rule.

• Failure to approve these proposals may result in inability to raise capital, delisting from Nasdaq, and potential bankruptcy.

Board of directors and corporate governance

• The board consists of at least two and up to 13 directors, divided into three classes with staggered three-year terms.

• Directors can be nominated by the board or by shareholders following specific notice and disclosure requirements.

• Directors’ remuneration and additional compensation for special services are determined solely by the board.

• The board has broad powers to manage the company, delegate authority, and indemnify directors and officers to the fullest extent permitted by law.