Item 5.03.
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Amendments to Charter and Bylaws.
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On February 19, 2019, Melinta Therapeutics, Inc. (the Company) held a special meeting of stockholders (the Special
Meeting). At the Special Meeting, the stockholders approved, among other matters, the proposal authorizing an amendment to the Companys Certificate of Incorporation (the Certificate of Incorporation) to authorize a
reverse stock split (the Reverse Stock Split) of the issued and outstanding shares of the Companys common stock.
On
February 20, 2019, the board of directors of the Company (the Board) approved a
1-for-5
Reverse Stock Split, and the Company filed with the Secretary of
State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the Reverse Stock Split Amendment) to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 5:00
p.m. Eastern Time on February 21, 2019. The Companys common stock will begin trading on a split-adjusted basis when the market opens on February 22, 2019.
The Companys common stock will continue to trade on The Nasdaq Global Market under the symbol MLNT. The new CUSIP number for
the Companys common stock following the Reverse Stock Split will be 58549G 209.
When the Reverse Stock Split becomes
effective, every five shares of the Companys issued and outstanding common stock will automatically be converted into one share of common stock, without any change in the par value per share. Additionally, adjustments will be made under the
Companys stock plans (including the 2018 Stock Incentive Plan), including with respect to the aggregate number of shares of the Companys common stock that may be delivered in connection with awards under the plan, the numerical share
limits under the plan, the number of shares covered by each outstanding award under the plan, the price per share underlying each such award, and, if applicable, the performance objectives that must be achieved before such award will become earned,
to proportionately reflect the Reverse Stock Split. The Reverse Stock Split will also adjust the Loan Conversion Rate (and as a result the Conversion Price) under the Vatera Loan Agreement and the Deerfield Convertible Loan Conversion Price (and as
a result the Deerfield Convertible Loan Conversion Rate) under the Deerfield Facility to proportionately reflect the Reverse Stock Split. The warrants issued to Deerfield in January 2018 will also be proportionately adjusted to reflect the Reverse
Stock Split.
No certificates or scrip representing fractional shares of the Companys common stock will be issued in connection with
the Reverse Stock Split. Each holder of the Companys common stock who would otherwise have been entitled to receive a fraction of a share of the Companys common stock shall be entitled to receive, in lieu thereof, cash (without interest)
from the transfer agent in lieu of such fractional shares. The cash payment is subject to applicable U.S. federal and state income tax and state abandoned property laws. Stockholders will not be entitled to receive interest for the period of time
between the effective time of the reverse stock split and the date payment is received.
The Company currently anticipates that, in lieu
of issuing fractional shares, the aggregate of all fractional shares otherwise issuable to the holders of record of common stock shall be issued to the transfer agent for the common stock, as agent, for the accounts of all holders of record of
common stock otherwise entitled to have a fraction of a share issued to them. The sale of all fractional interests will be effected by the transfer agent as soon as practicable after the effective time of the reverse stock split based on the average
last reported sales price of the Companys common stock during the ten consecutive trading days ending on the last trading day prior to the effective date of the Reverse Stock Split. After such sale, the net proceeds derived from the sale of
the fractional interests will be distributed to such holders of record on a pro rata basis.
Computershare Inc., the Companys
transfer agent, will act as the exchange agent for the Reverse Stock Split.
On February 21, 2019, the Company issued a press
release relating to, among other things, the matters described in this Item 5.03. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Capitalized terms used herein and not otherwise defined in this Current Report on Form
8-K
shall have
the meaning ascribed to them in the Companys revised definitive proxy statement filed with the Securities and Exchange Commission on January 29, 2019 (the Revised Definitive Proxy Statement).
For more information about the Reverse Stock Split, see the Revised Definitive Proxy Statement, the relevant portions of which are
incorporated herein by reference. A copy of the Reverse Stock Split Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.
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