Washington, D.C. 20549


Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 14, 2017

Ohr Pharmaceutical, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware   333-88480   46-5622433
(State or Other Jurisdiction
of Incorporation)
File Number)
  (I.R.S. Employer
Identification No.)
800 Third Avenue, 11th Floor, New York, NY   10022
(Address of Principal Executive Offices)   (Zip Code)


(212) 682-8452
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)


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:


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

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

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

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


Item 5.07

Submission of Matters to a Vote of Security Holders.

Ohr Pharmaceutical, Inc., a Delaware corporation (the “Company”), held its 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”) on April 14, 2017. There were 35,961,396 shares of common stock entitled to be voted, of which 23,263,677 were voted in person or by proxy. The following matters were submitted to a vote of the Company’s stockholders at the 2017 Annual Meeting.

Proposal 1.

A proposal to elect two class I directors to serve until the 2020 Annual Meeting of Stockholders and until their successors are elected and qualified or until death, resignation or removal. The nominees, June Almenoff and Thomas Riedhammer, were elected to serve as class I directors. The results of the voting were as follows:

Nominees   Votes For    Withheld   Broker Non-Votes
June Almenoff   5,574,557   163,730   17,525,390
Thomas Riedhammer   5,540,229   198,058   17,525,390

Proposal 2.

A proposal to approve a non-binding advisory resolution on executive compensation. The proposal was approved and results of the voting were as follows:

 For   Against   Abstentions   Broker Non-Votes
5,243,697   410,703   83,887   17,525,390

Proposal 3.

A proposal to ratify the selection of MaloneBailey, LLP as the Company’s independent auditors for the 2017 fiscal year. The proposal was ratified and the results of the voting were as follows:

For   Against   Abstentions   Broker Non-Votes
21,815,457   1,285,700   162,520   0




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

Date: April 19, 2017 By: /s/ Sam Backenroth
      Sam Backenroth
      Chief Financial Officer