UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON,~~ 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~~Earliest ~~event~~Event ~~reported~~Reported): ~~January~~May 3125, 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
25-28 North Wall Quay, IFSC, Dublin 1, 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

Item 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

On ~~January 31~~May 25, 2023, ~~Nabriva Therapeutics Ireland~~ ~~Designated Activity Company, a wholly owned subsidiary of~~ Nabriva Therapeutics plc (the “Company”), ~~entered~~received ~~into~~ a ~~Letter Agreement~~letter ~~(the~~from ~~“Letter~~The ~~Agreement”)~~Nasdaq ~~with~~Stock ~~MSD~~Market ~~International Business GmbH and Merck Sharp & Dohme~~ LLC, ~~each~~(“Nasdaq”) ~~a subsidiary~~stating ofthat ~~Merck & Co., Inc., relating to~~ the ~~Sales~~Company ~~Promotion~~was ~~and~~not ~~Distribution~~in ~~Agreement,~~compliance ~~dated~~with ~~July~~Nasdaq ~~15,~~Listing ~~2020~~ Rule 5550(b)(1) (the “~~Distribution Agreement~~Rule”)~~, pursuant~~ tobecause ~~which~~ the ~~Company~~stockholders’ equity ~~previously~~(deficit) ~~exclusively~~of ~~licensed~~ the ~~right~~Company toof ~~promote~~$(4,357,000) ~~distribute~~as ~~and~~of ~~commercialize~~March 31, ~~SIVEXTRO~~2023, ~~for~~as ~~acute~~reported ~~bacterial skin~~in ~~and~~the ~~skin~~Company’s ~~structure~~Quarterly ~~infections~~Report ~~caused~~on ~~by certain susceptible Gram~~Form 10-~~positive~~Q for ~~microorganisms in~~ the ~~United~~quarterly ~~States~~period ~~and~~ended ~~its~~March 31, ~~territories. Pursuant~~2023, towas ~~the~~below ~~Letter Agreement,~~ the ~~Company~~minimum stockholders’s ~~exclusive~~equity ~~license~~requirement toof ~~promote~~$2,500,000. ~~distribute~~As ~~and~~of the ~~commercialize~~date ~~SIVEXTRO~~of ~~was~~this ~~converted to~~Current aReport ~~non-exclusive~~on ~~license~~Form 8-K, ~~and~~ the ~~parties~~Company ~~agreed~~does tonot ~~terminate~~meet the ~~Distribution~~alternative ~~Agreement,~~standards ~~effective~~for ~~June~~continuing ~~30,~~listing ~~2023.~~on The ~~Company~~Nasdaq Capital noMarket, ~~longer intends~~as toit ~~actively~~does ~~promote~~not ~~SIVEXTRO~~have ~~but~~a ~~expects~~market tovalue ~~continue~~of tolisted ~~make~~securities ~~SIVEXTRO~~of ~~available~~$35 tomillion ~~wholesale~~or ~~customers~~more ~~and~~or ~~record~~net ~~revenue~~income onfrom ~~account~~continued operations of ~~any sales until June 30~~$500,000 ~~2023.~~in ~~After~~the ~~June~~most ~~30,~~recently ~~2023,~~completed ~~the~~fiscal ~~Company~~year ~~will~~or noin ~~longer~~two ~~have~~of the ~~right~~last tothree ~~promote,~~most ~~distribute~~recently orcompleted ~~commercialize SIVEXTRO~~fiscal years.

Nasdaq’s letter has no immediate impact on the Company’s continued listing on The ~~foregoing~~Nasdaq ~~description~~Capital ofMarket, ~~certain~~subject ~~terms~~to ofthe Company’s compliance with the ~~Letter~~other ~~Agreement~~continued ~~does~~listing ~~not~~requirements. ~~purport~~Pursuant to beNasdaq’s ~~complete~~Listing ~~and~~Rules, isthe ~~qualified~~Company inhas ~~its~~45 ~~entirety~~calendar bydays, ~~reference~~or until July 10, 2023, to submit a plan to regain compliance. If the ~~Letter~~plan ~~Agreement~~is accepted, ~~which~~the isCompany ~~filed~~can be granted an extension of up to 180 calendar days asfrom ~~Exhibit~~May 25, 102023 to regain compliance with the Rule.1 There can be no assurance that the Company will be able to ~~this~~regain ~~Current~~compliance with ~~Report~~all onapplicable ~~Form~~continued ~~8-K~~listing ~~and~~requirements ~~incorporated~~or that its plan will be accepted by ~~reference~~Nasdaq. ~~herein~~In the event the plan is not accepted by Nasdaq, or in the event the plan is accepted but the Company fails to regain compliance within the extension period, the Company will have the right to a hearing before Nasdaq’s Hearing Panel.

~~Item~~The ~~9.01.~~Company ~~Financial~~is ~~Statements~~currently evaluating its available options to resolve the deficiency and ~~Exhibits~~regain compliance with the Nasdaq minimum stockholders’ equity requirement.

~~(d) Exhibits~~SIGNATURES

Exhibit No.		Description
10.1*		Letter Agreement, dated January 31, 2023, by and among Nabriva Therapeutics Ireland Designated Activity Company, MSD International Business GmbH and Merck Sharp & Dohme LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

* Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

	NABRIVA THERAPEUTICS PLC

Date: June 1, 2023	By:	/s/ J. Christopher Naftzger
		J. Christopher Naftzger
		Interim Chief Executive Officer

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: February 3, 2023	By:	/s/ Daniel Dolan
		Daniel Dolan
		Chief Financial Officer

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