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): September 15, 2017
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)) |
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. [ ]
Item 5.02. Departure of Directors or Certain Officers; Selection of Directors; Appointment of Certain Officers; Compensating Arrangements of Certain Officers
On September 15, 2017, the stockholders of Ritter Pharmaceuticals, Inc. (the “Company”) approved an amendment to the Company’s 2015 Equity Incentive Plan (the “2015 Plan”) at the special meeting of stockholders of the Company (the “Special Meeting”). The amendment to the 2015 Plan (the “Plan Amendment”) had been previously approved by the Board of Directors (the “Board”) of the Company on July 24, 2017, subject to stockholder approval of the Certificate of Amendment (as defined below) and the Plan Amendment.
The Plan Amendment provides for the following changes to the 2015 Plan: (a) an increase in the number of shares that the Company may issue pursuant to awards under the 2015 Plan by 25,858,711 shares to an aggregate of (i) 27,500,000 shares plus (ii) any shares that were available for grant under the 2008 Stock Plan and the 2009 Stock Plan (collectively, 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) an increase in 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 of 1986, as amended, by 25,858,711 shares to 27,500,000 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 300,000 shares to 3,000,000 shares.
The foregoing description of the Plan Amendment is qualified in its entirety by reference to the full text of the Plan Amendment, which is attached hereto as Exhibit 10.1, and the terms of which are incorporated by reference in this Item 5.02.
Item 5.03. Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 15, 2017, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) at the Special Meeting to increase the total number of authorized shares of common stock from 25,000,000 shares to 225,000,000 shares and the authorized shares of preferred stock from 5,000,000 shares to 15,000,000 shares. The Certificate of Amendment had been previously approved by the Board on July 24, 2017, subject to stockholder approval. The Certificate of Amendment was filed with the Secretary of State of the State of Delaware on September 15, 2017 and became effective immediately.
The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is attached hereto as Exhibit 3.1, and the terms of which are incorporated by reference in this Item 5.03.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Set forth below are the final voting results for each of the three proposals submitted to a vote of the Company’s stockholders at the Special Meeting on September 15, 2017.
Proposal 1—Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation
The Certificate of Amendment was approved by the following vote:
For: | 7,470,365 |
Against: | 845,467 |
Abstained: | 195,967 |
Broker Non-Votes: | — |
Proposal 2—Approval of the Amendment to the 2015 Equity Incentive Plan
The Plan Amendment was approved by the following vote:
For: | 7,100,348 |
Against: | 1,161,903 |
Abstained: | 249,548 |
Broker Non-Votes: | — |
Proposal 3—Adjournment of the Special Meeting, if necessary, to Solicit Additional Proxies for Proposal 1
Proposal 3 was approved by the following vote:
For: | 7,578,137 |
Against: | 662,867 |
Abstained: | 270,795 |
Broker Non-Votes: | — |
Item 9.01. Financial Statements and Exhibits
(d) | Exhibits |
Exhibit No. | Description | |
3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation | |
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: September 15, 2017 |
Exhibit Index
Exhibit No. | Description | |
3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation | |
10.1 | Amendment to 2015 Equity Incentive Plan |
Exhibit 3.1
RITTER PHARMACEUTICALS, INC.
CERTIFICATE OF AMENDMENT
TO
THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
Ritter Pharmaceuticals, Inc. (the “ Corporation ”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “ DGCL ”), does hereby certify that:
1. | The name of the corporation is Ritter Pharmaceuticals, Inc. | |
2. | This Certificate of Amendment (the “ Certificate of Amendment ”) amends the provisions of the Corporation’s Amended and Restated Certificate of Incorporation filed with the Secretary of State on June 29, 2015 (the “ Certificate of Incorporation ”). | |
3. | Article IV, Subsection A of the Certificate of Incorporation is hereby amended and restated in its entirety as follows: |
“(A) The total number of shares of stock that the Corporation shall have authority to issue is Two Hundred Forty Million (240,000,000), consisting of Two Hundred Twenty-Five Million (225,000,000) shares of common stock, $0.001 par value per share (the “Common Stock”), and Fifteen Million (15,000,000) shares of preferred stock, $0.001 par value per share (the “Preferred Stock”).
4. | This Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL. | |
5. | This Certificate of Amendment shall be effective upon filing. |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its Chief Executive Officer on this 15th day of September, 2017.
RITTER PHARMACEUTICALS, INC. | ||
By | /s/ Michael D. Step | |
Name: | Michael D. Step | |
Title: | Chief Executive Officer |
Exhibit 10.1
RITTER PHARMACEUTICALS, INC.
THIRD AMENDMENT TO 2015 EQUITY INCENTIVE PLAN
(Effective September 15, 2017)
Ritter Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), hereby adopts this Third Amendment (this “ Amendment ”) to the 2015 Equity Incentive Plan (as amended, 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 1,641,289 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 1,641,289 shares may be delivered upon the exercise of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code;
WHEREAS , the 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 25,858,711 shares to an aggregate of (i) 27,500,000 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 25,858,711 shares to an aggregate of 27,500,000 shares; and (c) to increase the maximum number of shares of common stock subject to awards of any combination that may be granted under the 2015 Plan during any calendar year to any one individual from 300,000 shares to 3,000,000 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) Twenty Seven Million Five Hundred Thousand (27,500,000), 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 Twenty Seven Million Five Hundred Thousand (27,500,000) 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.”
“3.3 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 3,000,000 Shares. To the extent required by Section 162(m) of the Code, shares subject to Awards that 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 |