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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G 

Under the Securities Exchange Act of 1934
(Amendment No. __)* 

 

NABRIVA THERAPEUTICS PLC
(Name of Issuer)
 
ORDINARY SHARES, $0.01 NOMINAL VALUE
(Title of Class of Securities)
 
G63637113
(CUSIP Number)
 
November 12, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  ¨ Rule 13d-1(b)
  x Rule 13d-1(c)
  ¨ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Page 1 of 13 Pages)

 

 

 

 

 

  

SCHEDULE 13G

 

CUSIP NO. G63637113 Page 2 of 13
1

NAMES OF REPORTING PERSONS

Lincoln Park Capital Fund, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

4,512,589

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

4,512,589

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,512,589

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.96%

12

TYPE OF REPORTING PERSON

OO

     
       

 

 

SCHEDULE 13G

 

CUSIP NO. G63637113 Page 3 of 13
1

NAMES OF REPORTING PERSONS

Lincoln Park Capital, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

4,512,589

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

4,512,589

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,512,589

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.96%

12

TYPE OF REPORTING PERSON

OO

     
       

 

 

SCHEDULE 13G

 

CUSIP NO. G63637113 Page 4 of 13
1

NAMES OF REPORTING PERSONS

Rockledge Capital Corporation

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

4,512,589

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

4,512,589

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,512,589

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.96%

12

TYPE OF REPORTING PERSON

CO

     
       

 

 

SCHEDULE 13G

 

CUSIP NO. G63637113 Page 5 of 13
1

NAMES OF REPORTING PERSONS

Joshua B. Scheinfeld

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

4,512,589

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

4,512,589

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,512,589

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.96%

12

TYPE OF REPORTING PERSON

IN

     
       

 

 

SCHEDULE 13G

 

CUSIP NO. G63637113 Page 6 of 13
1

NAMES OF REPORTING PERSONS

Alex Noah Investors, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

4,512,589

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

4,512,589

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,512,589

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.96%

12

TYPE OF REPORTING PERSON

CO

     
       

 

 

SCHEDULE 13G

 

CUSIP NO. G63637113 Page 7 of 13
1

NAMES OF REPORTING PERSONS

Jonathan I. Cope

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

4,512,589

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

4,512,589

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,512,589

10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.96%

12

TYPE OF REPORTING PERSON

IN

     
       

 

 

SCHEDULE 13G

 

CUSIP NO. G63637113  Page 8 of 13

  

Item 1.

  

  (a)

Name of Issuer:

 

   

Nabriva Therapeutics plc, an Irish public limited company (“Issuer”) 

     
  (b)

Address of Issuer’s Principal Executive Offices:

 

    25-28 North Wall Quay IFSC, Dublin 1, Ireland

  

Item 2.

  

  (a)

Name of Person Filing:

 

    Lincoln Park Capital Fund, LLC (“LPC Fund”)
    Lincoln Park Capital, LLC (“LPC”)
    Rockledge Capital Corporation (“RCC”)
    Joshua B. Scheinfeld (“Mr. Scheinfeld”)
    Alex Noah Investors, Inc. (“Alex Noah”)
   

Jonathan I. Cope (“Mr. Cope” and, collectively with LPC Fund, LPC, RCC, Mr. Scheinfeld and Alex Noah, the “Reporting Persons”) 

     
  (b)

Address of Principal Business Office, or if None, Residence:

 

    The address of the principal business office of each of the Reporting Persons is:
    440 North Wells, Suite 410
   

Chicago, Illinois 60654

 

  (c)

Citizenship:

 

    LPC Fund is an Illinois limited liability company
    LPC is an Illinois limited liability company
    RCC is a Texas corporation
    Mr. Scheinfeld is a United States citizen

 

 

 

 

 

 

SCHEDULE 13G

 

CUSIP NO. G63637113 Page 9 of 13

  

    Alex Noah is an Illinois corporation
   

Mr. Cope is a United States citizen 

     
  (d)

Title of Class of Securities: 

     
   

Ordinary shares, $0.01 nominal value (“Ordinary Shares”) 

     
  (e)

CUSIP Number: 

     
   

G63637113 

 

Item 3.

 

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

  (a) o Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
  (b) o Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
  (c) o Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
  (d) o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  (f) o An employee benefit plan or endowment fund in accordance with §240. 13d-1(b)(1)(ii)(F);
  (g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
  (h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j) o A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
  (k) o Group, in accordance with §240.13d-1(b)(1)(ii)(K). 
       
  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution ______________________

   

 

 

SCHEDULE 13G

 

CUSIP NO. G63637113 

Page 10 of 13

  

Item 4. Ownership. 

 

Reporting person 

Amount

beneficially

owned1:

  

Percent

of class2:

  

Sole power

to vote or

direct

the vote:

  

Shared

power to

vote or to

direct

the vote3:

  

Sole power to

dispose or to

direct the

disposition of:

  

Shared power

to dispose or to

direct the

disposition of3:

 
Lincoln Park Capital Fund, LLC   4,512,589    7.96%   0    4,512,589    0    4,512,589 
Lincoln Park Capital, LLC   4,512,589    7.96%   0    4,512,589    0    4,512,589 
Rockledge Capital Corporation   4,512,589    7.96%   0    4,512,589    0    4,512,589 
Joshua B. Scheinfeld   4,512,589    7.96%   0    4,512,589    0    4,512,589 
Alex Noah Investors, Inc.   4,512,589    7.96%   0    4,512,589    0    4,512,589 
Jonathan I. Cope   4,512,589    7.96%   0    4,512,589    0    4,512,589 

  

1Represents (i) 2,112,589 Ordinary Shares owned by LPC Fund prior to November 12, 2021 and (ii) 2,400,000 Ordinary Shares purchased by LPC Fund directly from the Issuer in private placement transactions completed between November 12, 2021 and November 18, 2021.

 

2Based on the information contained in the Issuer’s Quarterly Report on 10-Q for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 9, 2021, there was a total of 54,316,604 Ordinary Shares outstanding as of October 31 2021, which number of outstanding shares excludes the 2,400,000 Ordinary Shares that were purchased by LPC Fund from the Issuer in private placement transactions after such date. The percentage is calculated as of November 18, 2021, and includes the 2,400,000 Ordinary Shares described in the sentence above, which are currently outstanding.

 

3Represents the total number of Ordinary Shares beneficially owned by the Reporting Persons as of the date of this statement (as calculated pursuant to Section 13(d) of the Act and Rule 13d-3 promulgated thereunder), as described in Footnote 1 above.

  

 

 

 

SCHEDULE 13G

 

CUSIP NO. G63637113 

Page 11 of 13

 

As of November 18, 2021, LPC Fund beneficially owned, directly, the following securities of the Issuer: (i) 2,112,589 Ordinary Shares owned by LPC Fund prior to November 12, 2021 and (ii) 2,400,000 Ordinary Shares purchased by LPC Fund directly from the Issuer in the private placements between November 12, 2021 and November 18, 2021.

 

LPC is the Managing Member of LPC Fund. RCC and Alex Noah are the Managing Members of LPC. Mr. Scheinfeld is the president and sole shareholder of RCC, as well as a principal of LPC. Mr. Cope is the president and sole shareholder of Alex Noah, as well as a principal of LPC. As a result of the foregoing, Mr. Scheinfeld and Mr. Cope have shared voting and shared investment power over the Ordinary Shares of the Issuer held directly by LPC Fund.

 

Pursuant to Section 13(d) of the Act and the rules thereunder, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope may be deemed to be a beneficial owner of the Ordinary Shares of the Issuer beneficially owned directly by LPC Fund.

 

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Ordinary Shares owned by another Reporting Person. Pursuant to Rule 13d-4 of the Act, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope disclaims beneficial ownership of the Ordinary Shares of the Issuer held directly by LPC Fund.

 

 

 

SCHEDULE 13G

 

CUSIP NO. G63637113  Page 12 of 13

 

Item 5.

Ownership of Five Percent or Less of a Class. 

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person. 
   
  Not applicable. 
   
Item 7. Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. 
   
  Not applicable. 
   
Item 8. Identification and Classification of Members of the Group. 
   
  Not applicable. 
   
Item 9. Notice of Dissolution of Group. 
   
  Not applicable. 
   
Item 10. Certifications. 

  

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

SCHEDULE 13G

 

CUSIP NO. G63637113 Page 13 of 13

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: November 19, 2021

 

LINCOLN PARK CAPITAL FUND, LLC   LINCOLN PARK CAPITAL, LLC
     
BY: LINCOLN PARK CAPITAL, LLC   BY: ROCKLEDGE CAPITAL CORPORATION
     
BY: ROCKLEDGE CAPITAL CORPORATION    
       
     
By: /s/ Joshua B. Scheinfeld   By: /s/ Joshua B. Scheinfeld
  Name: Joshua B. Scheinfeld     Name: Joshua B. Scheinfeld
  Title: President     Title: President
     
LINCOLN PARK CAPITAL FUND, LLC   LINCOLN PARK CAPITAL, LLC
     
BY: LINCOLN PARK CAPITAL, LLC   BY: ALEX NOAH INVESTORS, INC.
     
BY: ALEX NOAH INVESTORS, INC.    
       
     
By: /s/ Jonathan I. Cope   By: /s/ Jonathan I. Cope
  Name: Jonathan I. Cope     Name: Jonathan I. Cope
  Title: President     Title: President
     
ROCKLEDGE CAPITAL CORPORATION   ALEX NOAH INVESTORS, INC.
     
     
By: /s/ Joshua B. Scheinfeld   By: /s/ Jonathan I. Cope
  Name: Joshua B. Scheinfeld     Name: Jonathan I. Cope
  Title: President     Title: President
     
JOSHUA B. SCHEINFELD   JONATHAN I. COPE
     
     
By: /s/ Joshua B. Scheinfeld   By: /s/ Jonathan I. Cope
  Name: Joshua B. Scheinfeld     Name: Jonathan I. Cope
  Title: President     Title: President

 

 

 

 

 

 

LIST OF EXHIBITS

 

Exhibit No. Description
   
1 Joint Filing Agreement

 

 

 

 

 

 

EXHIBIT 1

 

Joint Filing Agreement

 

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such Schedule 13G with respect to the Ordinary Shares of the Issuer, beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G.

 

[Signature Page Follows]

 

 

 

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of November 19, 2021.

 

LINCOLN PARK CAPITAL FUND, LLC   LINCOLN PARK CAPITAL, LLC
     
BY: LINCOLN PARK CAPITAL, LLC   BY: ROCKLEDGE CAPITAL CORPORATION
     
BY: ROCKLEDGE CAPITAL CORPORATION    
       
     
By: /s/ Joshua B. Scheinfeld   By: /s/ Joshua B. Scheinfeld
  Name: Joshua B. Scheinfeld     Name: Joshua B. Scheinfeld
  Title: President     Title: President
     
LINCOLN PARK CAPITAL FUND, LLC   LINCOLN PARK CAPITAL, LLC
     
BY: LINCOLN PARK CAPITAL, LLC   BY: ALEX NOAH INVESTORS, INC.
     
BY: ALEX NOAH INVESTORS, INC.    
       
     
By: /s/ Jonathan I. Cope   By: /s/ Jonathan I. Cope
  Name: Jonathan I. Cope     Name: Jonathan I. Cope
  Title: President     Title: President
     
ROCKLEDGE CAPITAL CORPORATION   ALEX NOAH INVESTORS, INC.
     
     
By: /s/ Joshua B. Scheinfeld   By: /s/ Jonathan I. Cope
  Name: Joshua B. Scheinfeld     Name: Jonathan I. Cope
  Title: President     Title: President
     
JOSHUA B. SCHEINFELD   JONATHAN I. COPE
     
     
By: /s/ Joshua B. Scheinfeld   By: /s/ Jonathan I. Cope
  Name: Joshua B. Scheinfeld     Name: Jonathan I. Cope
  Title: President     Title: President