BRICKELL BIOTECH, INC. : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As reported below in Item 5.07, on May 17, 2022, the stockholders of Brickell Biotech, Inc. (the "Company") approved amendments to the Company's 2020 Omnibus Long-Term Incentive Plan (the "Omnibus Plan") to increase the number of shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), authorized for issuance under the Omnibus Plan, and the number of such shares that can be delivered in respect of incentive stock options, by 5,372,000 shares (the "Plan Amendments"). The Plan Amendments were included as Proposal 4 in the Company's definitive proxy statement for its Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 22, 2022 (the "Proxy Statement"). A copy of the Omnibus Plan, as amended to reflect the Plan Amendments, is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

On May 17, 2022, the Company reconvened its 2022 Annual Meeting of Stockholders (the "Annual Meeting"), which was adjourned on May 3, 2022. The following matters (the "Proposals") were voted upon by the stockholders with the final voting results as shown:

Proposal 1: To elect two (2) directors to serve as Class III directors until the
2025 Annual Meeting of Stockholders and until their respective successors are
elected.

        Name                  For            Withhold         Broker Non-Votes
 Reginald L. Hardy         31,822,546        6,644,086           26,776,744
   Gary A. Lyons           29,026,639        9,439,993           26,776,744

Proposal 2 - To ratify the selection of Ernst & Young LLP to serve as the Company's registered independent public accounting firm for the year ending December 31, 2022.

     For            Against        Abstain         Broker Non-Votes
  62,070,032       1,723,128      1,450,216               0

Proposal 3 - To approve an amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 300,000,000 to 525,000,000.

     For            Against         Abstain         Broker Non-Votes
  51,410,348       13,443,229       389,799                0

Proposal 4 - To approve amendments to the Omnibus Plan to increase the number of shares of Common Stock authorized for issuance under the Omnibus Plan, and the number of such shares that can be delivered in respect of incentive stock options, by 5,372,000 shares.

     For             Against          Abstain         Broker Non-Votes
  26,951,726        10,094,410       1,420,496           26,776,744

Proposal 5 - To approve an amendment to the Company's Restated Certificate of Incorporation to effect a reverse stock split of the outstanding Common Stock at a reverse stock split ratio ranging from any whole number between 1-for-5 and 1-for-25, and a proportionate reduction in the number of authorized shares of Common Stock, subject to and as determined by the Board of Directors.

     For             Against          Abstain         Broker Non-Votes
  52,520,171        11,344,074       1,379,131               0

Proposal 6 - To approve one or more adjournments of the Annual Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve any of the proposals at the time of the Annual Meeting or in the absence of a quorum.

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     For             Against          Abstain         Broker Non-Votes
  52,193,416        12,298,836        751,124                0

Proposals 1, 2, 4 and 6 were approved, each receiving the affirmative requisite vote of the holders of shares of Common Stock. Although Proposal 6 was approved, the Company determined that a further adjournment of the Annual Meeting was not necessary or appropriate. While each of Proposals 3 and 5 received the affirmative vote of a majority of the shares present in person or by proxy at the Annual Meeting, neither of such Proposals was approved, as each did not receive the affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote.

Each Proposal is described in detail in the Proxy Statement.

Item 7.01. Regulation FD Disclosure

In light of the fact that Proposal 5, the proposal to approve a reverse stock split of the Company's Common Stock, did not receive a sufficient number of votes for approval as described in Item 5.07 above, the Company plans to hold a Special Meeting of the Stockholders of the Company on June 30, 2022 (the "Special Meeting") for stockholders to consider another reverse stock split proposal. The Company is considering various structures and efforts to attempt to obtain the requisite vote to approve the reverse stock split at the Special Meeting.

The Company continues to pursue stockholder approval of a reverse stock split because, as previously disclosed, the Company has received notices of noncompliance with the minimum closing bid price requirement for continued listing on The Nasdaq Capital Market, the most recent of which granted the Company until June 13, 2022 (the "Compliance Date") to regain compliance with that requirement. If prior to June 13, 2022, the closing bid price of the Company's Common Stock is not at least $1.00 per share for a minimum of 10 consecutive business days, The Nasdaq Stock Market LLC ("Nasdaq") will provide written notification that the Company's Common Stock will be delisted. At that time, the Company intends to appeal Nasdaq's delisting determination to a Nasdaq Hearings Panel, while continuing to seek stockholder approval of the reverse stock split proposal at the Special Meeting.

A reverse stock split is a potential means to regain compliance with the Nasdaq requirement; however, there is no assurance that the Company will receive stockholder approval for a reverse stock split at the Special Meeting or otherwise, that such a reverse stock split would have the intended effect, or that the Company's Common Stock will not be delisted from Nasdaq, especially because the Special Meeting and any subsequent reverse stock split will occur after the Compliance Date.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

10.1              Brickell Biotech, Inc. Omnibus Long-Term Incentive Plan, as amended through
                May 17, 2022

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

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