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 12, 2018

MELINTA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (312) 767-0291

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:

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.

(e) Adoption of 2018 Stock Incentive Plan

As described below, at the Annual Meeting of Stockholders held on June 12, 2018 (the “Meeting”), the stockholders of Melinta Therapeutics, Inc. (the “Company”), upon recommendation of the Compensation Committee of the Board of Directors of the Company, approved the Melinta Therapeutics, Inc. 2018 Stock Incentive Plan (the “2018 Plan”). The 2018 Plan and certain awards of options to employees and directors of the Company, including the Company’s executive officers, previously had been approved by the Compensation Committee of the Company, subject to stockholder approval of the 2018 Plan. The 2018 Plan and the grants approved under the 2018 Plan are each described in greater detail in the Company’s proxy statement for the 2018 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on May 11, 2018, under the caption “Proposal No. 4: Approval and Adoption of the 2018 Stock Incentive Plan”, which disclosure is incorporated herein by reference. The description of the 2018 Plan contained in such proxy statement is qualified in its entirety by reference to the full text of the 2018 Plan, which is attached as Annex 1 thereto and is incorporated herein by reference. In addition, a copy of the forms of the Notice of Stock Option Grant for the 2018 Plan are attached hereto as Exhibit 10.1 and Exhibit 10.2.

The 2018 Plan replaces the Melinta Therapeutics, Inc. (f/k/a Cempra, Inc.) 2011 Equity Incentive Plan, as amended (the “2011 Plan”), and from and after the date of stockholder approval of the 2018 Plan, no additional awards will be made under the 2011 Plan. However, the adoption and effectiveness of the 2018 Plan will not affect the terms and conditions of any outstanding awards granted under the 2011 Plan.

At the Meeting, our stockholders elected three Class I members to our board of directors, each for a three-year term expiring at the annual meeting of stockholders in 2021, as follows:

At the Meeting, our stockholders next approved on a non-binding advisory basis, Melinta’s 2017 executive compensation. The vote for such approval was 24,030,010 shares for, 295,193 shares against, 97,766 shares abstaining, and 4,252,970 shares of broker non-votes.

Also at the Meeting, our stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018. The vote for such ratification was 28,453,212 shares for, 104,370 shares against, 118,357 shares abstaining and no broker non-votes.

Also at the Meeting, our stockholders approved the adoption of our 2018 Stock Incentive Plan. The vote for such approval was 20,703,087 shares for, 3,622,727 shares against, 97,155 shares abstaining, and 4,252,970 shares of broker non-votes.

(d) Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 14, 2018

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