RITTER PHARMACEUTICALS, INC. (NASDAQ:RTTR) 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; 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 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 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:

Proposal 2—Approval of the Amendment to the 2015 Equity Incentive Plan

The Plan Amendment was approved by the following vote:

Proposal 3—Adjournment of the Special Meeting, if necessary, to Solicit Additional Proxies for Proposal 1

Proposal 3 was approved by the following vote:

Item 9.01. Financial Statements and Exhibits

RITTER PHARMACEUTICALS INC Exhibit
EX-3.1 2 ex3-1.htm   Exhibit 3.1   RITTER PHARMACEUTICALS,…
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About RITTER PHARMACEUTICALS, INC. (NASDAQ:RTTR)

Ritter Pharmaceuticals, Inc. develops therapeutic products that modulate the human gut microbiome to treat gastrointestinal diseases. The Company’s segment is focusing on the development and commercialization of RP-G28. The Company conducts human gut health research by exploring metabolic capacity of the gut microbiota and translating the functionality of prebiotic-based therapeutics into applications intended to have impact on a patient’s health. The Company’s compound, RP-G28, is under development for the treatment of lactose intolerance. The Company has completed a Phase IIa clinical trial of its product candidate, RP-G28, an orally administered oligosaccharide. RP-G28 is designed to stimulate the growth of lactose-metabolizing bacteria in the colon. The Company has not generated any revenues.