BRICKELL BIOTECH, INC. : Significant modification of the rights of security holders, modifications of the articles of association or regulations; Change of Fiscal Year, Submission of Matters to a Securityholder Vote, Disclosure of FD Rules, Financial Statements and Exhibits (Form 8-K)

Item 3.03. Material Changes to Rights of Securityholders.

The information required by this section is included in Section 5.03 of this Current Report on Form 8-K and is incorporated herein by reference.

Section 5.03. Amendments to Articles of Incorporation or Bylaws; Change of fiscal year.

Reverse stock split

At an extraordinary meeting of shareholders held on June 30, 2022 (the “Special Meeting”), the shareholders of Brickell Biotech, Inc. (the “Company”) has approved an amendment to the restated certificate of incorporation of the Company (the “Certificate of Incorporation”) to effect a reverse stock split of the outstanding common shares of the Company, par value $0.01 per share (the “Common Shares”), based on a share consolidation ratio between a whole number between 1:10 and 1:45, subject to and as determined by the Board of Directors (the “Consolidation of Shares”). ‘Shares Proposal’). The Share Consolidation Proposal was Proposal 1 in the company’s definitive proxy statement for the special meeting filed with the
Security and Exchange Commission on June 9, 2022 (the “Proxy Statement”). Following the extraordinary meeting, the company’s board of directors decided to carry out the share consolidation at a final split ratio of 1:45. July 1, 2022the Company has filed a Certificate of Amendment to the Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware (the “Delaware SOS”) to effect the reverse stock split, with an effective time of 12:01 a.m. Eastern Time on July 5, 2022 (the “Effective Term”).

At the Effective Time, each of the forty-five (45) Common Shares issued and outstanding immediately prior to the Effective Time were automatically reclassified, combined and converted into one (1) Common Share validly issued, fully paid and non-taxable. , subject to the treatment of fractional shares as described below. Proportional adjustments were made to the number of common shares subject to stock awards and warrants outstanding, and to the applicable exercise price.

After the Effective Time, the Common Shares will continue to trade under the symbol BBI and will begin trading on a split-adjusted basis when The Nasdaq stock market opened on Tuesday, July 5, 2022under a new CUSIP number, 10802T 204.

No fractional shares will be issued in connection with the reverse stock split. Instead of broken ones, American Stock Transfer and Trust Company, LLC, as exchange agent, will aggregate all fractional shares and cause them to be sold as soon as practicable after the Effective Time at the then prevailing Nasdaq Capital Market prices. , on behalf of shareholders who would otherwise be entitled to receive a fractional share as a result of the share consolidation. After the completion of this sale, the shareholders who would have been entitled to a fractional share will instead receive a cash payment of an amount equal to their respective shares in proportion to the total proceeds of this sale net of brokerage fees incurred. to sell those shares.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment as filed with Delaware SOS, which is filed as Exhibit 3.1 to this current Report on Form 8-K and is incorporated here by reference.

Disposal certificate

Following the automatic redemption of the only outstanding share of the Company’s Series A Preferred Shares, par value $0.01 per share, upon the coming into force of the Amendment, the Company filed a certificate of elimination of the certificate of incorporation with the Delaware SOS on July 5, 2022 which, effective upon filing, has eliminated all matters set forth in the Series A Preferred Share Designation Certificate filed with the Delaware SOS on May 25, 2022 (the “Disposal Certificate”). The foregoing description of the Certificate of Elimination does not purport to be complete and is qualified in its entirety by reference to the Certificate of Elimination, which is filed as Exhibit 3.2 to this current Report on Form 8-K and is incorporated herein by reference. .

Item 5.07. Submission of Matters to a Vote of Securityholders

As indicated in point 5.03 above, the Company held the Extraordinary Meeting of June 30, 2022, at which the proposals, as more fully described in the proxy statement, were presented. A total of 66,307,663 Common Shares, out of a total of 119,415,857 Common Shares issued and outstanding and entitled to vote, and one Series A Preferred Share of the Company (the “Preferred Shares”) which has been issued and in outstanding and entitled to vote at the special meeting, each on the record date of the special meeting, were present in person or represented by proxy at the special meeting, constituting a quorum. As previously described in the Proxy Circular, the registered holder of one outstanding Preferred Share of the Company was entitled to 80,000,000 votes, was only entitled to vote on Proposition 1, and those votes were counted in the

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same proportion as common shares voted on Proposal 1. Holders of common stock of the Company were entitled to one vote per share on each proposal.

The following matters were voted on by shareholders at the special meeting, with the final voting results shown:

Proposal 1 – Approve an amendment to the certificate of incorporation to effect a stock consolidation of common stock, at a stock consolidation ratio ranging from any whole number between 1:10 and 1:45, subject to and as determined by the board of directors.

Votes for Votes Against Abstentions Broker Non-Votes

 121,161,194        24,720,921           425,548                  0


Proposal 2 – Approve an amendment to the certificate of incorporation to reduce the aggregate number of common shares authorized, as determined by a formula based on the ratio used in any stock consolidation, if and only if a stock consolidation is both approved and implemented.

Votes for Votes Against Abstentions Broker Non-Votes

 28,006,410        10,378,959          1,732,232             26,185,290


Proposal 3 – Approve one or more adjournments of the Special Meeting to a later date or dates as necessary or appropriate to solicit additional proxies if there are not enough votes to approve Proposal 1 at the time of the Special meeting or in the absence of a quorum.

Votes for Votes Against Abstentions Broker Non-Votes

 55,711,820         9,980,303           615,550                  0


Proposals 1 and 3 were approved, each receiving the required affirmative vote from the Company’s shareholders. Proposal 2 was not approved because it did not receive the affirmative vote of a majority of the outstanding common shares entitled to vote. Although Proposal 3 was approved, the adjournment of the special meeting to solicit additional proxies was neither necessary nor appropriate as there were sufficient votes at the time of the special meeting to approve Proposal 1.

Item 7.01. FD Regulation Disclosure

On July 1, 2022, the Company has issued a press release relating to the reverse stock split. A copy of the press release is attached hereto as Exhibit 99.1.

The information in this Section 7.01 is furnished and is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the responsibilities of this Section, and is not deemed incorporated. by reference in any filing under the Securities Act of 1933, as amended, regardless of any language of general incorporation in such filing.

Item 9.01. Financial statements and supporting documents

(d) Exhibits.

3.1               Certificate of Amendment to the Restated Certificate of Incorporation, dated
                July 1, 2022

3.2               Certificate of Elimination, dated July 5, 2022

99.1              Press release issued by Brickell Biotech, Inc. on July 1, 2022

104             Cover Page Interactive Data File (embedded within the Inline XBRL document)


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