Item
5.07 Submission of Matters to a Vote of Security Holders.
At
the virtual special meeting of stockholders of Ritter Pharmaceuticals, Inc. (the “Company”) held on May 18, 2020 (the
“Special Meeting”), stockholders of the Company voted on certain matters related to the Company’s proposed merger
with Qualigen, Inc. (“Qualigen”), pursuant to the Agreement and Plan of Merger, dated as of January 15, 2020, as amended,
by and among the Company, RPG28 Merger Sub, Inc., and Qualigen (the “Merger Agreement”). Each of the proposals voted
on at the Special Meeting is described in more detail in the Company’s definitive joint proxy and consent solicitation statement/prospectus
filed with the Securities and Exchange Commission on April 9, 2020.
At the Special Meeting, 30,980,936
shares of common stock, or approximately 68% of the outstanding common stock of the Company entitled to vote, were represented
virtually or by proxy.
The
final voting results for each matter submitted to a vote of the Company’s stockholders at the Special Meeting are as follows:
Proposal
1—Approval of the Issuance of Company Common Stock to Qualigen Stockholders and Company Series Alpha Preferred Stock to
the Investor in the Merger and the Resulting Change of Control of the Company
The
proposal to approve the issuance of the Company’s common stock to the stockholders of Qualigen and the issuance of the Company’s
Series Alpha convertible preferred stock to Alpha Capital Anstalt (the “Investor”) pursuant to the terms of Merger
Agreement, and the change of control of the Company resulting from the merger (pursuant to applicable Nasdaq rules) was approved
by the following vote:
For
|
|
Against
|
|
Abstained
|
|
Broker
Non-Votes
|
21,178,043
|
|
772,577
|
|
279,844
|
|
8,750,472
|
Proposal
2—Approval of the Amendment to the Company Certificate of Incorporation to Effect the Reverse Stock Split
The
proposal to approve an amendment to the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”),
to effect a reverse stock split of the outstanding shares of common stock of the Company, at a ratio within a range of 1-for-25
to 1-for-35, as determined by the board of directors of the Company, was approved by the following vote:
For
|
|
Against
|
|
Abstained
|
|
Broker
Non-Votes
|
26,033,954
|
|
4,443,792
|
|
503,190
|
|
N/A
|
Proposal
3—Approval of the Amendment to the Company Certificate of Incorporation to Effect the Corporate Name Change
The
proposal to approve an amendment to the Certificate of Incorporation to change the name of the Company from “Ritter Pharmaceuticals,
Inc.” to “Qualigen Therapeutics, Inc.” was approved by the following vote:
For
|
|
Against
|
|
Abstained
|
|
Broker
Non-Votes
|
29,764,578
|
|
734,295
|
|
482,063
|
|
N/A
|
Proposal
4—Approval of the 2020 Equity Incentive Plan of the Company
The
proposal to approve the adoption of the Company’s 2020 Equity Incentive Plan was approved by the following vote:
For
|
|
Against
|
|
Abstained
|
|
Broker
Non-Votes
|
20,005,101
|
|
1,136,025
|
|
1,089,338
|
|
8,750,472
|
The
Company also solicited proxies with respect to a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit
additional proxies if there were not sufficient votes to approve either Proposal 1, 2, 3 or 4 at the time of the Special Meeting.
Because the Company’s stockholders approved the adoption of each of Proposal 1, 2, 3 and 4, as noted above, the adjournment
proposal was not called for a vote at the Special Meeting.