Item 5.07. Submission of Matters to a Vote of Security Holders.

On February 14, 2020, Innovate Biopharmaceuticals, Inc. (the "Company") held a Special Meeting of Stockholders (the "Meeting").

As of December 20, 2019, the record date for the Meeting, there were 35,883,953 shares of the Company's common stock outstanding.

At the Meeting, the stockholders approved the following three proposals and cast their votes as follows:

1. To authorize, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of shares of our common stock, pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated October 6, 2019, by and among the Company, RDD Pharma Ltd ("RDD") and the other parties thereto, as amended by Amendment No. 1, dated December 17, 2019 (the "Merger Agreement"), in an amount in excess of 20% of our common stock outstanding before the issuance of such common stock (the "Merger Consideration Proposal"):




Votes For    Votes Against   Votes Abstained
16,224,114      79,088           11,606

2. To approve the potential issuance of 20% or more of the Company's issued and outstanding common stock pursuant to a proposed reduction in the exercise price of outstanding warrants (the "Warrants Proposal"):



Votes For    Votes Against   Votes Abstained
15,722,048      498,663          94,096

3. To authorize an amendment to the Company's Certificate of Incorporation to effect a reverse stock split of its issued and outstanding common stock at a specific ratio, within a range of 1-for-5 and 1-for-20, to be determined by the Company's Board of Directors in its sole discretion and effected, if at all, within one year of the date the proposal is approved by stockholders:



Votes For    Votes Against   Votes Abstained
23,055,748     3,257,701         125,032

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