PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED AUGUST 10, 2017)
LOGO
Up to $50,000,000
Ordinary Shares
We entered into an Open Market Sale Agreement SM , or the Sale Agreement, with Jefferies LLC, or Jefferies, on June 25, 2019, relating to the sale of our ordinary shares, nominal value $0.01 per share, offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sale Agreement, we may issue and sell our ordinary shares for aggregate gross sale proceeds of up to $50,000,000 from time to time through Jefferies, acting as sales agent.
Our ordinary shares are listed on The Nasdaq Global Market under the symbol "NBRV". On June 24, 2019, the last sale price of our ordinary shares as reported on The Nasdaq Global Market was $2.10 per share.
We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and a smaller reporting company as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended. As such, we have elected to rely on certain reduced public company disclosure requirements. See "Prospectus Supplement Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company."
Sales of our ordinary shares, if any, under this prospectus supplement and the accompanying prospectus may be made by any method permitted that is deemed an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on or through The Nasdaq Global Market, the existing trading market for our ordinary shares. Jefferies is not required to sell any specific number or dollar amount of our ordinary shares but will act as sales agent using commercially reasonable efforts, consistent with its normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
Jefferies will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price per share sold under the Sale Agreement. See "Plan of Distribution" beginning on S-18 for additional information regarding Jefferies' compensation. In connection with the sale of our ordinary shares on our behalf, Jefferies may be deemed to be an "underwriter" within the meaning of the Securities Act and the compensation of Jefferies will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Jefferies with respect to certain liabilities, including civil liabilities under the Securities Act.
