Nabriva Therapeutics PLC (NBRVF)

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On July 25, 2019, pursuant to the terms of the Agreement and Plan of Merger, dated July 23, 2018, by and among Nabriva Therapeutics plc (the “Company”), Zuperbug Merger Sub I, Inc., Zuperbug Merger Sub II, Inc., Zavante Therapeutics, Inc. (“Zavante”) and Cam Gallagher, solely in his capacity as representative of the former Zavante stockholders (the “Merger Agreement”), the Company issued an aggregate of 815,186 ordinary shares, nominal value $0.01 per share, of the Company (the “Holdback Shares”) to the former Zavante security holders.



The Holdback Shares had served as a source for the satisfaction of indemnification and other obligations of the former Zavante stockholders and became issuable following the first anniversary of the closing of the acquisition of Zavante.



The Holdback Shares were issued by the Company pursuant to an exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended and/or Regulation D promulgated thereunder. After the issuance of the Holdback Shares and as of the date of this Form 8-K, the Company had an aggregate of 74,340,569 ordinary shares issued and outstanding.