PROTAGONIST THERAPEUTICS,INC. (NASDAQ:PTGX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
-
0

PROTAGONIST THERAPEUTICS,INC. (NASDAQ:PTGX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Adoption of Inducement Plan

On May29, 2018, Protagonist Therapeutics,Inc. (the “Company”), adopted the 2018 Inducement Plan (the “Plan”) to reserve 750,000 shares of its common stock to be used exclusively for grants of awards to individuals that were not previously employees or directors of the Company, as a material inducement to the individual’s entry into employment with the Company within the meaning of Rule5635(c)(4)of the NASDAQ Listing Rules. The Plan was approved by the Compensation Committee of the Company’s Board of Directors (the “Board”), without stockholder approval to Rule5635(c)(4)and the terms and conditions of the Plan are substantially similar to the Company’s stockholder-approved 2016 Equity Incentive Plan.

A complete copy of the Plan, the form of Formof Stock Option Grant Notice and Stock Option Agreement under the Protagonist Therapeutics,Inc. 2018 Inducement Plan, and the form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Protagonist Therapeutics,Inc. 2018 Inducement Plan are filed herewith as Exhibits 10.1, 10.2, and 10.3, respectively, and are incorporated herein by reference. The above summary of the terms of the Plan and Plan documents does not purport to be complete and is qualified in its entirety by reference to such exhibits.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Company’s 2018 Annual Meeting of Stockholders (the “Annual Meeting”) held on May29, 2018, the stockholders voted on the two proposals listed below. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April18, 2018. The results of the matters voted upon at the meeting were:

Proposal 1 — To elect the three ClassII directors named below to serve until the 2021 Annual Meeting of Stockholders. Each of the three named nominees was so elected, with the votes thereon at the Annual Meeting as follows:

FinalVotingResults

Nominees

For

Withheld

BrokerNon-Votes

Chaitan Khosla, Ph.D.

16,094,476

1,372,037

1,620,674

William D. Waddill

16,512,793

953,720

1,620,674

Lewis T. “Rusty” Williams, M.D., Ph.D.

17,450,550

15,963

1,620,674

Proposal 2 — To ratify the selection by the Audit Committee of the Board of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2018. This proposal was approved by the requisite vote, with the votes thereon at the Annual Meeting as follows:

FinalVotingResults

For

Against

Abstain

BrokerNon-Votes

18,749,440

337,597

No other matters were submitted for stockholder action.

Item 9.01. Financial Statements and Exhibits.

(1) Previously filed as Exhibit99.1 to the Company’s Registration Statement on FormS-8 (File No.333-225294), filed with the Securities and Exchange Commission on May30, 2018, and incorporated herein by reference.

(2) Previously filed as Exhibit99.2 to the Company’s Registration Statement on FormS-8 (File No.333-225294), filed with the Securities and Exchange Commission on May30, 2018, and incorporated herein by reference.

(3) Previously filed as Exhibit99.3 to the Company’s Registration Statement on FormS-8 (File No.333-225294), filed with the Securities and Exchange Commission on May30, 2018, and incorporated herein by reference.


About PROTAGONIST THERAPEUTICS,INC. (NASDAQ:PTGX)

Protagonist Therapeutics, Inc. is a clinical-stage biopharmaceutical company with a peptide technology platform focused on discovering and developing new chemical entities (NECs) to address significant unmet medical needs. The Company’s product pipeline includes PTG-100, PTG-200 and PTG-300. Its primary focus is on developing oral peptide drugs that target biological pathways also targeted by marketed injectable antibody drugs. PTG-100 is an oral, alpha-4-beta-7 (a4b7) integrin-specific antagonist peptide product candidate, which has completed a Phase I clinical trial in normal healthy volunteers (NHVs). PTG-100 is being developed for treatment of moderate-to-severe ulcerative colitis (UC). PTG-200 is an oral Interleukin-23 receptor (IL-23R) antagonist being developed for moderate-to-severe Crohn’s disease (CD). PTG-200 is in investigational new drug (IND) enabling studies. PTG-300 is an injectable hepcidin mimetic for treatment of iron overload related rare diseases.