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): June 3, 2016
RITTER PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37428 | 26-3474527 | ||
|
(State
or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S.
Employer
Identification No.) |
| 1880 Century Park East, Suite 1000 | |
| Los Angeles, California | 90067 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (310) 203-1000
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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 3, 2016, the stockholders of Ritter Pharmaceuticals, Inc. (the “Company”) approved an amendment to the Company’s 2015 Equity Incentive Plan (the “Plan”) at the 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”). The amendment to the Plan (the “Amendment”), had been previously approved by the Board of Directors (the “Board”) of the Company on January 26, 2016, subject to stockholder approval. The Amendment provides for the following changes to the Plan, among others: (a) an increase in the number of shares that may be issued pursuant to awards under the Plan by 475,000 shares to an aggregate of (i) 803,289 shares plus (ii) any shares which are available for grant under the 2008 Stock Plan and the 2009 Stock Plan (the “Prior Plans”) on the effective date of the Plan or were or are subject to awards under the Prior Plans which, after the effective date of the Plan, were or are forfeited or lapse unexercised or were or are settled in cash and are not issued under the Prior Plans; (b) an increase in the number of shares that may be issued under the Plan pursuant to incentive stock options intended to qualify under Section 422 of the Internal Revenue Code by 475,000 shares to an aggregate of 803,289 shares; and (c) an increase in the maximum aggregate number of shares with respect to one or more stock awards that may be granted to any one person during a calendar year from 65,657 shares to 300,000 shares.
The material terms of the Amendment are described on pages 36 and 37 of the Company’s definitive proxy statement (the “Proxy Statement”) for the 2016 Annual Meeting filed with the Securities and Exchange Commission on April 21, 2016 under the heading “Proposal 3—Approval of Amendment to the 2015 Equity Incentive Plan,” which description is incorporated herein by reference. The description of the Amendment included in the Proxy Statement is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1, and the terms of which are incorporated by reference into this Item 5.02.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The final voting results of the matters voted on at the 2016 Annual Meeting are provided below.
Proposal 1—Election of Directors
Each of the nominees for election to the Board was elected to hold office for a one-year term and until their respective successors are elected and qualified by the following votes:
| Name | For | Withheld | Broker Non-Votes | |||||||||
| Noah Doyle | 5,390,013 | 6,997 | 993,533 | |||||||||
| Matthew W. Foehr | 5,331,883 | 65,127 | 993,533 | |||||||||
| Paul V. Maier | 5,331,983 | 65,027 | 993,533 | |||||||||
| Gerald T. Proehl | 5,329,883 | 67,127 | 993,533 | |||||||||
| Andrew J. Ritter | 5,393,513 | 3,497 | 993,533 | |||||||||
| Ira E. Ritter | 5,391,413 | 5,597 | 993,533 | |||||||||
| Michael D. Step | 5,393,613 | 3,397 | 993,533 | |||||||||
Proposal 2—Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm
The ratification of the appointment by the Audit Committee of the Board of Mayer Hoffman McCann P.C. as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2016 was approved by the following vote:
| For: | 6,379,244 | |||
| Against: | 9,269 | |||
| Abstained: | 2,030 | |||
| Broker Non-Votes: | — |
Proposal 3—Approval of Amendment to the 2015 Equity Incentive Plan
The Amendment was approved by the following vote:
| For: | 5,285,385 | |||
| Against: | 90,583 | |||
| Abstained: | 21,042 | |||
| Broker Non-Votes: | 993,533 |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment to 2015 Equity Incentive Plan |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RITTER PHARMACEUTICALS, INC. | ||||
| By: | /s/ Michael D. Step | |||
| Name: | Michael D. Step | |||
| Title: | Chief Executive Officer | |||
| Date: | June 6, 2016 | |||
Exhibit Index
| Exhibit No. | Description | |
| 10.1 | Amendment to 2015 Equity Incentive Plan |
Exhibit 10.1
AMENDMENT TO 2015 EQUITY INCENTIVE PLAN
(Effective June 3, 2016)
Ritter Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), hereby adopts this Amendment (this “ Amendment ”) to the 2015 Equity Incentive Plan (the “ 2015 Plan ”).
WITNESSETH
WHEREAS , the Company’s Board of Directors (the “ Board ”) has adopted the 2015 Plan and the Company’s stockholders have ratified the 2015 Plan;
WHEREAS , the Plan currently provides that the maximum aggregate number of shares of common stock of the Company (“ Company Stock” ) that may be issued under the 2015 Plan is 328,289 shares, plus (ii) any shares which are subject to awards under the Prior Plans (as defined in the 2015 Plan) which after the Effective Date (as defined in the 2015 Plan) are forfeited or lapse unexercised or are settled in cash and are not issued under the Prior Plans;
WHEREAS , the 2015 Plan currently provides that no more than 328,289 shares may be delivered upon the exercise of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code;
WHEREAS , the 2015 Plan currently provides that, subject to Section 13.2 of the 2015 Plan, the maximum aggregate number of shares with respect to one or more awards that may be granted to any one person during any calendar year under the Plan shall be 65,657 shares;
WHEREAS , the Company desires to amend the 2015 Plan to (a) increase the number of shares of company stock that may be issued under the 2015 Plan by 475,000 shares to an aggregate of (i) 803,289 shares plus (ii) any shares which were available for grant under the Prior Plans on the effective date of the 2015 Plan or were subject to awards under the Prior Plans which, after the effective date of the 2015 Plan, were or are forfeited or lapse unexercised or were or are settled in cash and are not issued under the Prior Plans; (b) increase the number of shares that may be issued under the 2015 Plan pursuant to incentive stock options intended to qualify under Section 422 of the Internal Revenue Code by 475,000 shares to an aggregate of 803,289 shares; and (c) increase the maximum aggregate number of shares with respect to one or more stock awards that may be granted to any one person during a calendar year from 65,657 shares to 300,000 shares; and
WHEREAS , pursuant to Section 13.1 of the 2015 Plan, the Company may amend the 2015 Plan.
NOW, THEREFORE, BE IT RESOLVED , the 2015 Plan is hereby amended as follows:
“3.1 Number of Shares .
(a) Subject to Section 13.2 and Section 3.1(b), the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan is (i) eight hundred three thousand two hundred eighty nine (803,289), plus (ii) any Shares which are available for grant under the Prior Plans on the Effective Date or are subject to awards under the Prior Plans which after the Effective Date are forfeited or lapse unexercised or are settled in cash and are not issued under the Prior Plans. No more than eight hundred three thousand two hundred eighty nine (803,289) Shares may be delivered upon the exercise of Incentive Stock Options. After the Effective Date, no awards may be granted under any Prior Plan, however, any awards under any Prior Plan that are outstanding as of the Effective Date shall continue to be subject to the terms and conditions of such Prior Plan.”
“3.2 Limitation on Shares Subject to Individual Awards . Notwithstanding any provision in the Plan to the contrary, and subject to Section 13.2, the maximum aggregate number of Shares with respect to one or more Awards that may be granted to any one person during any calendar year shall be 300,000 Shares ; provided, however, that the foregoing limitations shall not apply until the earliest of: (a) the first material modification of the Plan (including any increase in the number of shares reserved for issuance under the Plan in accordance with Section 3.1); (b) the issuance of all of the Shares reserved for issuance under the Plan; (c) the first meeting of stockholders at which members of the Board are to be elected that occurs after the close of the third calendar year following the calendar year in which occurred the first registration of an equity security of the Company under Section 12 of the Exchange Act; or (d) such other date required by Section 162(m) of the Code. To the extent required by Section 162(m) of the Code, shares subject to Awards which are canceled shall continue to be counted against the Award Limit.”
IN WITNESS WHEREOF , the Company has caused this Amendment to be duly executed as of the effective date written above.
| RITTER PHARMACEUTICALS, INC. | ||
| By: | /s/ Michael D. Step | |
| Name: | Michael D. Step | |
| Title: | Chief Executive Officer | |