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 2, 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; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 2, 2017, the stockholders of Ritter Pharmaceuticals, Inc. (the “Company”) approved an amendment to the Company’s 2015 Equity Incentive Plan (the “Plan”) at the 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”). The amendment to the Plan (the “Amendment”), had been previously approved by the Board of Directors (the “Board”) of the Company on April 10, 2017, 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 838,000 shares to an aggregate of (i) 1,641,289 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; and (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 838,000 shares to an aggregate of 1,641,289 shares.
The foregoing description of the Amendment 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 in 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 2017 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 | 4,562,765 | 80,080 | 3,188,106 | |||||||||
| Matthew W. Foehr | 4,495,336 | 147,509 | 3,188,106 | |||||||||
| Paul V. Maier | 4,494,936 | 147,909 | 3,188,106 | |||||||||
| William M. Merino | 4,563,522 | 79,323 | 3,188,106 | |||||||||
| Gerald T. Proehl | 4,560,954 | 81,891 | 3,188,106 | |||||||||
| Andrew J. Ritter | 4,551,621 | 91,224 | 3,188,106 | |||||||||
| Ira E. Ritter | 4,561,140 | 81,705 | 3,188,106 | |||||||||
| Michael D. Step | 4,582,697 | 60,148 | 3,188,106 | |||||||||
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, 2017 was approved by the following vote:
| For: | 7,510,784 | |||
| Against: | 66,801 | |||
| Abstained: | 253,366 | |||
| Broker Non-Votes: | — |
Proposal 3—Approval of Amendment to the 2015 Equity Incentive Plan
The Amendment was approved by the following vote:
| For: | 3,819,307 | |||
| Against: | 782,208 | |||
| Abstained: | 41,330 | |||
| Broker Non-Votes: | 3,188,106 |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Second Amendment to 2015 Equity Incentive Plan |
SIGNATURES
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, 2017 | ||
Exhibit Index
| Exhibit No. | Description | |
| 10.1 | Second Amendment to 2015 Equity Incentive Plan |
Exhibit 10.1
SECOND AMENDMENT TO 2015 EQUITY INCENTIVE PLAN
(Effective June 2, 2017)
Ritter Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby adopts this Second 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 803,289 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 803,289 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 838,000 shares to an aggregate of (i) 1,641,289 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; and (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 838,000 shares to an aggregate of 1,641,289 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) one million six hundred forty-one thousand, two hundred eighty-nine (1,641,289), 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 one million six hundred forty-one thousand, two hundred eighty-nine (1,641,289) 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.”
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 | |