UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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~~the ~~(Date~~Securities ofExchange ~~Earliest~~Act ~~Event~~of ~~Reported):~~1934 ~~August 9, 2019~~

Date of Report (Date of Earliest Event Reported): August 28, 2019

MELINTA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		001-35405		45-4440364
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. ~~EmployerIdentification~~Employer Identification No.)

44 Whippany Rd, Ste 280, Morristown, NJ		07960
44 Whippany Road, Morristown, NJ		07960
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (908) 617-1309

Title of Each Class	Trading Symbol	Name of Exchange on which Registered
Common Stock, $0.001 Par Value	MLNT	Nasdaq Global Market

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:

o ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbols(s)

Name of each exchange

of which registered

Common Stock, $0.001 Par Value

MLNT

Nasdaq Global Market

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 o ☐

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. o ☐

Item 2 5.02. ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

OnAppointment ~~August~~of 9,Jennifer ~~2019, Melinta Therapeutics, Inc~~A. ~~(the~~Sanfilippo ~~“Company”) issued a press release announcing its results for its second quarter ended June 30, 2019. A copy of the press release is furnished herewith~~ as ~~Exhibit~~Interim ~~99.1~~Chief toExecutive ~~this~~Officer ~~Current Report on Form 8-K and is incorporated herein by reference.~~

~~The~~On ~~information~~September 3, in2019, ~~this~~Melinta ~~Item~~Therapeutics, 2Inc.02 (~~including~~the ~~Exhibit 99.1~~“Company”) ~~shall~~announced ~~not~~that beits ~~deemed~~Board of Directors (the “~~filed~~Board”) ~~for~~appointed Jennifer ~~purposes~~A. ofSanfilippo, ~~Section~~the 18Company’s offormer ~~the~~Senior ~~Securities~~Vice ~~Exchange~~President ~~Act~~and ofGeneral ~~1934~~Counsel, as ~~amended~~interim (chief executive officer of the ~~“Exchange~~Company ~~Act~~(“CEO”), oreffective ~~otherwise~~August 28, ~~subject~~2019. The Board also appointed Ms. Sanfilippo to the Board ~~liabilities~~as ofa ~~that~~Class III ~~section~~director, ~~nor~~effective ~~shall~~August 28, it2019. beMs. Sanfilippo ~~deemed~~succeeds ~~incorporated~~John byH. ~~reference~~Johnson, inwho ~~any~~had ~~filing~~been ~~under~~serving ~~the~~as ~~Securities~~acting ~~Act~~chief executive officer of ~~1933,~~the asCompany ~~amended~~since ~~(the~~his ~~“Securities~~resignation ~~Act”),~~from orhis ~~the~~position ~~Exchange~~as ~~Act,~~chief ~~regardless~~executive officer of ~~any~~the ~~general~~Company ~~incorporation~~effective ~~language~~August 5, in2019. ~~such~~Mr. Johnson ~~filing,~~also ~~unless~~resigned ~~expressly~~from ~~incorporated~~the byBoard ~~reference~~and inall ~~such~~committees ~~filing~~of the Board effective August 5, 2019.

~~Item~~Ms. Sanfilippo, 5age 40, has served as Senior Vice President and General Counsel of the Company since November 2018, responsible for both legal and compliance matters for the Company and brings substantial experience as a life sciences executive with a demonstrated record of achievement in these areas.02 ~~Departure~~Ms. Sanfilippo previously served as Vice President, Corporate Counsel of ~~Directors~~the orCompany since ~~Certain~~January ~~Officers;~~2018. ~~Election~~From July 2015 to January 2018, Ms. Sanfilippo was Vice President, Commercial Integrity Counsel, Legal at The Medicines Company, which she joined in 2011. While at The Medicines Company, Ms. Sanfilippo held a series of leadership ~~Directors;~~roles ~~Appointment~~serving as legal and compliance counsel for multiple business units, including the infectious disease business, where she provided guidance on a variety of ~~Certain~~matters, ~~Officers;~~including ~~Compensatory~~commercial, ~~Arrangements~~medical, market access and regulatory activities. Prior to The Medicines Company, Ms. Sanfilippo was an attorney at Porzio, Bromberg & Newman, P.C., a law firm specializing in the life sciences industry, where she advised pharmaceutical, medical device and biotech companies on a variety of ~~Certain~~legal, ~~Officers~~regulatory, and compliance issues. Ms. Sanfilippo holds a Bachelor of Arts degree in history, magna cum laude, from New York University and a juris doctorate from the Rutgers School of Law, where she was managing editor of the Rutgers Law Review. The Company believes that Ms. Sanfilippo’s substantial experience as a life sciences executive with a demonstrated record of achievement in these areas and her position as interim chief executive officer of the Company qualifies her to serve on the Board.

~~Kevin~~In ~~Ferro~~connection ~~resigned~~with ~~from~~Ms. Sanfilippo’s appointment as interim CEO, the ~~Board~~Company ofagreed with ~~Directors~~Ms. Sanfilippo (the “~~Board~~Sanfilippo Employment Agreement”) that Ms. Sanfilippo will be entitled to an annual salary of $575,000, and ~~all~~will ~~committees~~be eligible to earn an annual bonus with a target equal to 75% of her base salary, subject to the ~~Board~~achievement of ~~the~~applicable Company ~~effective~~and ~~August~~specific 5individual performance objectives for each fiscal year. Pursuant to the Sanfilippo Employment Agreement, ~~2019~~Ms. ~~Mr.~~ Sanfilippo ~~Ferro’s~~is ~~resignation~~also ~~did~~entitled ~~not~~to ~~involve~~a ~~any~~one-time cash ~~disagreement~~bonus ~~with~~upon her appointment as interim CEO of $250,000, which bonus will be subject to a ratable claw-back under certain circumstances. Additionally, if the Company onadopts ~~any~~a ~~matter~~key ~~relating~~employee incentive plan or similar incentive plan, Ms. Sanfilippo will be eligible to receive an incentive award thereunder, as determined by the compensation committee of the Company'’s ~~operations~~Board (the “Compensation Committee”), ~~policies~~with orterms ~~practices~~and conditions that are no less favorable than those in effect for similarly situated senior executives of the Company. The ~~Company~~Sanfilippo ~~and~~Employment Agreement has an initial term ending on the ~~Board~~nine ~~wish~~month anniversary of August 28, 2019, subject to ~~thank~~automatic ~~Mr.~~renewal ~~Ferro~~on ~~for~~a ~~his~~monthly ~~many~~basis unless ~~years~~either party provides notice of ~~dedicated~~non-renewal ~~service~~pursuant to the agreement.

~~John~~There H.are ~~Johnson~~no ~~resigned~~family ~~from~~relationships between ~~his~~Ms. Sanfilippo ~~position~~and asany ~~chief executive officer (“CEO”)~~ of the Company’s ~~effective~~directors ~~August~~or 5,executive ~~2019~~officers. ~~Mr.~~ ~~Johnson~~There ~~will~~are ~~serve~~no astransactions ~~acting~~between ~~CEO~~Ms. Sanfilippo ~~for~~or atany ~~least~~of ~~thirty~~her ~~days~~immediate tofamily ~~work~~members ~~through the transition, including the search process~~ and ~~appointment of a permanent successor. Mr. Johnson also resigned from~~ the ~~Board~~Company ~~and~~or ~~all~~any ~~committees~~ of ~~the~~its ~~Board~~subsidiaries ~~effective~~that ~~August~~would 5,be ~~2019. Mr. Johnson’s decision~~ required to ~~resign~~be isreported ~~due~~under toItem ~~changes~~404(a) ~~in the Company’s circumstances and in order to pursue other opportunities and not because~~ of aRegulation ~~disagreement with the Company on any matter relating to the Company's operations, policies or practices~~S-K.

InThe ~~connection~~foregoing ~~with~~descriptions ~~Mr.~~of ~~Johnson's resignation,~~ the ~~Company~~Sanfilippo ~~expects~~Employment Agreement todoes ~~enter~~not ~~into~~purport ato ~~separation~~be complete and ~~release~~is ~~agreement~~qualified ~~with~~in ~~Mr.~~its ~~Johnson~~entirety ~~that will include the provision of consulting services~~ by ~~Mr.~~reference ~~Johnson~~ to the ~~Company~~complete ~~for~~text ~~a period~~ of ~~at least six months and such other terms as may be mutually agreed upon between~~ the ~~Board and Mr. Johnson. A copy of any such separation and release~~ agreement, which will be filed as an exhibit in a subsequent filing.

~~David~~Separation ~~Gill,~~and aRelease ~~current~~Agreement ~~member~~with ofJohn ~~the Board of the Company, has been named chairman of the Board, effective August 5, 2019~~H. Johnson

OnIn connection ~~August~~with 9,Mr. Johnson’s ~~2019~~resignation described above, the Company ~~issued~~entered into a ~~press~~separation and release ~~announcing~~agreement, dated August 29, 2019, with Mr. Johnson that provides for, among other things, Mr. Johnson’s release of the ~~changes~~Company and Mr. Johnson providing consulting services to the ~~composition~~Company for a period of six months following the ~~Board~~date on which he is no longer employed by the Company (such date being September 4, 2019, unless such date is mutually extended by Mr. Johnson and ~~executive~~the ~~management~~Company ~~team~~(the “Separation Date”)), for which he will receive an aggregate upfront payment of $300,000, payment for the full cost of COBRA continuation coverage for a period of 18 months following the Separation Date, and indemnification for the work he will perform in his capacity as a consultant. A ~~copy~~The foregoing description of the ~~Company’s~~separation ~~press~~and release agreement does not purport to be complete and is ~~attached~~qualified in its entirety by reference to the full text of the agreement, which is filed herewith as Exhibit 9910.21 ~~hereto~~and is incorporated herein by reference.

~~Item 9.01.~~Cash ~~Financial~~Bonus ~~Statements~~Payment ~~and~~to ~~Exhibits~~Sue K. Cammarata

On August 29, 2019, the Compensation Committee approved, and recommended that the Board approve, and the Board subsequently approved, the grant of a cash bonus in the amount of $100,000 to Sue K. Cammarata, the Company’s Executive Vice President, Chief Medical Officer (the “Cammarata Bonus”), to incentivize Dr. Cammarata’s performance related to the Company’s pending application for a second indication for Baxdela^® (delafloxacin) under the Prescription Drug User Fee Act (the “PDUFA Application”).The Cammarata Bonus is subject to (1) a full claw-back if the Company’s pending PDUFA Application is denied and (2) a ratable claw-back under certain circumstances.

Item 7.01

Regulation FD Disclosure.

On September 3, 2019, the Company issued a press release announcing the appointment of Ms. Sanfilippo as interim CEO and as a Class III director. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
ExhibitNo.
99.1	Press Release titled “Melinta Therapeutics Reports Second Quarter 2019 Financial Results and Provides Business Update,” dated August 9, 2019.
10.1		Separation and Release Agreement, dated August 29, 2019, between Melinta Therapeutics, Inc. and John H. Johnson
99.2	Press Release titled "Melinta Therapeutics Names David Gill as Chairman and Announces CEO Succession Plan," dated August 9, 2019.
99.1		Press Release titled “Melinta Therapeutics Announces Appointment of Jennifer Sanfilippo to Interim Chief Executive Officer and Director,” dated September 3, 2019.

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.

~~Melinta~~MELINTA ~~Therapeutics~~THERAPEUTICS, ~~Inc~~INC.. By: /s/ Peter J. Milligan Peter J. Milligan Chief Financial Officer

Dated: ~~August 9~~September 3, 2019

Filing Compare · MELINTA THERAPEUTICS, INC. /NEW/