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): January 415, 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

~~Introductory~~Item ~~Note~~5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~As previously disclosed, on January 4, 2023, the Board of Directors (the “Board of Directors”) of Nabriva Therapeutics plc (the “Company”), after an assessment of the Company’s strategic options, approved a plan ~~on January 4, 2023~~ to preserve the Company’s cash to adequately fund an orderly wind down of the Company’s operations (the “Cash Preservation Plan”). As part of the Cash Preservation Plan, each of Theodore Schroeder, the Company’s Chief Executive Officer, and Steven Gelone, the Company’s President and Chief Operating Officer, entered into a Separation and Release of Claims Agreement with Nabriva Therapeutics US, Inc., a wholly-owned subsidiary of the Company, providing for their separation from employment with the Company effective January 15, 2023 (the “Separation Date”). Mr. Schroeder and Dr. Gelone will continue to serve on the Board of Directors following the Separation Date.

~~Item~~Separation ~~1.02.~~Agreement ~~Termination~~with ofTheodore ~~a Material Definitive Agreement.~~Schroeder

OnPursuant ~~January 5,~~to ~~2023,~~ the ~~Company,~~separation inagreement ~~connection~~ with Mr. Schroeder (the ~~Cash~~“Schroeder ~~Preservation~~Separation ~~Plan,~~Agreement”) ~~repaid~~and subject to Mr. Schroeder’s nonrevocation of a release of claims in ~~full~~favor ~~all~~of ~~outstanding~~the ~~amounts~~Company, ~~owed~~Mr. ~~under~~Schroeder will be entitled to the ~~Loan~~following ~~and~~severance ~~Security~~benefits: ~~Agreement,~~(1) ~~dated~~continued aspayment of ~~December 20,~~his ~~2018~~base salary, by ~~and~~in ~~among~~accordance with the Company’s regular payroll procedures, ~~Nabriva~~for ~~Therapeutics~~a ~~Ireland~~period ~~Designated~~of ~~Activity~~18 ~~Company~~months following the Separation Date, ~~certain~~(2) ~~other~~provided ~~subsidiaries~~he ofis ~~the~~eligible ~~Company~~for ~~from~~and ~~time~~timely elects to ~~time~~continue ~~party~~receiving ~~thereto,~~group ~~any~~medical ~~bank~~insurance ~~and~~under ~~other~~COBRA ~~financial~~and ~~institution~~the orpayments ~~entity~~would ~~from~~not ~~time~~result toin ~~time~~the ~~party~~violation ~~thereto~~of ~~and~~nondiscrimination ~~Hercules~~requirements of ~~Capital~~applicable law, ~~Inc. (“Hercules”),~~ aspayment ~~administrative~~by ~~agent~~the ~~and~~Company ~~collateral~~of ~~agent.~~the ~~(as~~portion ~~supplemented,~~of ~~amended~~health orcoverage ~~otherwise~~premiums ~~modified~~the ~~from~~Company ~~time~~pays ~~to time~~for similarly-situated, active employees who receive the ~~“Loan~~same ~~Agreement”).~~type ~~The~~of ~~Company’s~~coverage, ~~total~~for ~~repayment~~a period of up to ~~Hercules~~18 ~~under~~months following the ~~Loan~~Separation ~~Agreement~~Date, ~~was~~(3) ~~$4.5~~a ~~million,~~lump ~~including~~sum payment equal to a100% ~~principal,~~of ~~accrued~~his ~~and~~target ~~unpaid~~bonus ~~interest,~~for ~~fees~~2023 and ~~other~~(4) ~~expenses.~~accelerated ~~Effective~~vesting atof ~~the~~his ~~time~~then-unvested ofequity ~~the~~awards ~~repayment,~~that are subject to time-based vesting. Pursuant to the ~~Loan~~Schroeder Separation Agreement, ~~was~~Mr. ~~terminated, and~~Schroeder ~~Hercules~~also ~~released~~executed ~~all~~a ~~security~~release ~~interests~~of ~~held~~claims onin favor of the ~~assets~~Company, ofreaffirmed his continuing confidentiality obligations with respect to the Company and ~~its~~reaffirmed ~~subsidiaries~~his obligations under his proprietary rights, non-disclosure and developments agreement with the Company.

~~Item~~Separation ~~2.05.~~Agreement ~~Costs Associated~~ with ~~Exit~~Steven ~~or Disposal Activities.~~Gelone

AsPursuant ~~part~~to of the ~~Cash~~separation ~~Preservation~~agreement ~~Plan,~~with Dr. Gelone (the ~~Board~~“Gelone Separation ~~determined~~Agreement”) onand ~~January 4, 2023~~subject to ~~terminate~~Dr. ~~all~~Gelone’s nonrevocation of ~~its~~a ~~employees~~release ~~not~~of ~~deemed~~claims ~~necessary~~in favor of the Company, Dr. Gelone will be entitled to ~~execute~~the anfollowing ~~orderly~~severance ~~wind~~benefits: ~~down~~(1) continued payment of his base salary, in accordance with the Company.’s regular ~~The~~payroll ~~Company~~procedures, ~~also~~for ~~has~~a ~~terminated its~~period ~~agreement~~of ~~with~~15 ~~Amplity~~months ~~Health,~~following the ~~contract~~Separation ~~sales~~Date, ~~organization~~(2) ~~responsible~~provided ~~for~~he ~~promoting~~is ~~SIVEXTRO~~eligible for and ~~XENLETA,~~timely elects to ~~preserve~~continue ~~cash, but~~receiving ~~will~~group ~~continue~~medical toinsurance ~~make~~under ~~both~~COBRA ~~products~~and ~~commercially~~the ~~available.~~payments ~~The~~would ~~Company~~not ~~also~~result ~~expects~~in tothe ~~transition~~violation ~~responsibility~~of ~~for~~nondiscrimination requirements of applicable law, payment by the ~~promotion and~~Company ~~distribution~~of the portion of ~~SIVEXTRO~~health ~~back~~coverage topremiums ~~Merck &~~the ~~Co.~~Company ~~Inc.~~pays ~~and~~for ~~terminate~~similarly-situated, ~~that~~active ~~agreement~~employees who ~~over~~receive the ~~coming~~same type of coverage, for a period of up to 15 months. ~~The~~following ~~Company~~the ~~estimates that~~Separation itDate, ~~will~~(3) ~~incur~~a ~~approximately~~lump ~~$6.0~~sum ~~million~~payment equal to 100% of his target bonus for ~~severance~~2023 and ~~other~~(4) ~~employee~~accelerated ~~termination~~vesting of his then-~~related~~unvested ~~costs,~~equity ~~including~~awards ~~severance~~that ~~costs~~are ~~for~~subject to time-based ~~members~~vesting. ofPursuant to the ~~Amplity~~Gelone ~~Health~~Separation ~~sales force~~Agreement, inDr. ~~the~~Gelone ~~first~~also ~~quarter~~executed a release of ~~2023.~~claims ~~The~~in favor of the Company, ~~expects~~reaffirmed his tocontinuing ~~substantially~~confidentiality ~~complete~~obligations ~~the~~with ~~workforce reduction~~respect byto the ~~end~~Company ofand ~~the~~reaffirmed ~~first~~his ~~quarter~~obligations ofunder ~~2023~~his proprietary rights, non-disclosure and developments agreement with the Company.

~~Item~~Consulting ~~8.01.~~Agreements ~~Other~~with ~~Events.~~Theodore Schroeder and Steven Gelone

~~The~~In ~~description~~connection ofwith ~~the~~their ~~Company’s~~separation ~~Cash~~from ~~Preservation Plan set forth under~~ the ~~heading “Introductory Note” above is incorporated by reference into this Item 8.01. In addition~~Company, ~~as previously~~ ~~disclosed~~respectively, ~~the~~each ~~Company~~of ~~engaged~~Mr. ~~Torreya~~Schroeder ~~Capital~~and toSteven ~~facilitate~~Gelone ~~the~~entered ~~exploration~~into of a ~~range~~six-month ofconsulting ~~strategic~~agreement ~~options,~~(each ~~including~~a ~~potential in-licensing~~“Consulting orAgreement”) ~~out-licensing~~with ~~of commercial stage assets. While~~ the Company ~~continues~~pursuant to ~~work~~which ~~with~~each ~~Torreya~~agreed ~~Capital~~(1) onto ~~identifying~~provide ~~and~~consulting ~~evaluating~~services ~~potential strategic~~related ~~options~~to ~~with~~ the ~~goal~~wind-down of ~~maximizing value~~the Company, ~~the~~(2) ~~Company~~to iscontinue ~~currently~~to ~~focused~~serve as ~~part~~members of ~~its Cash Preservation Plan on~~ the ~~sale~~ Board of ~~its~~Directors ~~existing assets, including Lefamulin~~ and IV(3) ~~Fosfomycin.~~to Inprovide ~~the~~such ~~event~~other ~~that~~services ~~the~~as ~~Board~~are ~~determines~~mutually ~~that a liquidation and dissolution~~agreed ofwith the Company to(the be“Services”). ~~approved~~In byconsideration ~~shareholders~~for is the ~~best~~provision ~~method~~of tothe ~~maximize shareholder value~~Services, ~~the~~Mr. ~~Company~~Schroeder ~~would~~is ~~file~~entitled ~~proxy~~to ~~materials~~a ~~with~~consulting ~~the~~fee ~~SEC~~of ~~and~~$300 ~~schedule~~per anhour ~~extraordinary~~and ~~meeting~~Dr. ofGelone ~~its~~is ~~shareholders~~entitled to ~~seek~~a ~~approval~~consulting fee of ~~such~~$250 aper ~~plan as required~~hour.

OnThe ~~January 6,~~foregoing ~~2023~~description of certain terms of the Schroeder Separation Agreement, the ~~Company~~Gelone ~~issued~~Separation aAgreement, ~~press~~the ~~release~~Consulting ~~announcing its~~Agreement ~~adoption~~with ofMr. Schroeder and the ~~Cash~~Consulting ~~Preservation~~Agreement ~~Plan~~with Dr. ~~The~~Gelone ~~full~~are qualified in their entirety by reference to the complete text of ~~the~~such ~~press~~agreements, ~~release~~which isare filed as Exhibit 99 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, to this Current Report on Form 8-K and is incorporated ~~herein~~ by reference herein.

~~Item~~Appointment 9of J.~~01.~~ ~~Financial~~Christopher ~~Statements~~Naftzger ~~and~~as ~~Exhibits.~~Interim Chief Executive Officer

~~(d) Exhibits~~On January 15, 2023, in connection with the separation of employment of Mr. Schroeder, the Board of Directors appointed J. Christopher Naftzger as Interim Chief Executive Officer, effective immediately.

Exhibit No.		Description
3.1		Press release issued by Nabriva Therapeutics plc, dated January 6, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

J. Christopher Naftzger, age 56, has served as the Company’s general counsel and secretary since September 1, 2021. Previously, Mr. Naftzger served as General Counsel and Corporate Secretary of Krystal Biotech, an emerging-stage, gene therapy company, from February 2020 to May 2021. Before joining Krystal, he was Vice President, Deputy General Counsel and Assistant Secretary of Nabriva Therapeutics from January 2017 to January 2020. Prior to Nabriva, Mr. Naftzger served as Vice President, General Counsel, Chief Compliance Officer, and Secretary of Unilife Medical Solutions, a developer and manufacturer of innovative drug delivery systems. Mr. Naftzger also held senior in-house counsel positions with Chesapeake Corporation and Koch Industries, and was a corporate partner with Blank Rome LLP in Washington, DC. Mr. Naftzger obtained his undergraduate degree from Hampden-Sydney College and his law degree from the Willamette University College of Law.

~~Forward-Looking~~Mr. ~~Statements~~Naftzger 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.

~~Any~~There ~~statements~~have inbeen ~~this~~no ~~Form 8-K~~changes ~~about future expectations, plans and prospects for the Company, including but not limited~~ to statements about its ability to identify, assess and execute a strategic transaction, its ability to preserve cash in order to adequately fund an orderly wind down of the Company’s operations, the ability of shareholders and other stakeholders to realize any value or recovery as part of a wind down process, the Company’s workforce reduction and future charges expected to be incurred in connection therewith, the sufficiency the Company’s existing cash resources and other statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “likely,” “will,” “would,” “could,” “should,” “continue,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995Mr. ~~Actual~~ ~~results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the Company~~Naftzger’s ~~ability~~compensatory ~~to continue to pay its obligations in the ordinary course of business as they come due; successfully execute its commercialization~~ plans ~~for XENLETA and SIVEXTRO and whether market demand for XENLETA and SIVEXTRO is consistent with its~~ expectations, the Company’s ability to build and maintain a sales force for XENLETA and SIVEXTRO, the content and timing of decisions made by the U.S. Food and Drug Administration and other regulatory authorities, the uncertainties inherent in the initiation and conduct of clinical trials, availability and timing of data from clinical trials, whether results of early clinical trials or ~~studies~~arrangements ~~in different disease indications will be indicative of the results of ongoing or future trials, uncertainties associated~~ with ~~regulatory review of clinical trials and applications for marketing approvals,~~ the ~~availability~~Company or commercial potential of CONTEPO for the treatment of cUTI, the extent of business interruptions resulting from the infection causing the COVID-19 outbreak or similar public health crises, the ability to retain and hire key personnel, the availability of adequate additional financing on acceptable terms or at all and such other important factors as are set forth in ~~the~~connection ~~Company’s annual and quarterly reports and other filings on file~~ with ~~the~~his ~~U.S.~~appointment ~~Securities and Exchange Commission. In addition, the forward-looking statements included in this Form 8-K represent the Company’s views~~ as ofInterim ~~the~~Chief ~~date~~Executive ~~of this Form 8-K~~Officer. The Company anticipates that subsequent events and developments will cause its views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this Form 8-K.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

~~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.~~(d) Exhibits

	Nabriva Therapeutics plc
Exhibit No.		Description
Date: January 9, 2023	By:	/s/ Daniel Dolan
10.1		Separation and Release of Claims Agreement, by and between Nabriva Therapeutics US, Inc. and Theodore Schroeder
		Daniel Dolan
10.2		Separation and Release of Claims Agreement, by and between Nabriva Therapeutics US, Inc. and Steven Gelone
		Chief Financial Officer
10.3		Consulting Agreement, by and between Nabriva Therapeutics US, Inc. and Theodore Schroeder
10.4		Consulting Agreement, by and between Nabriva Therapeutics US, Inc. and Steven Gelone
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: January 20, 2023	By:	/s/ Daniel Dolan
		Daniel Dolan
		Chief Financial Officer

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