Filed pursuant to Rule 424(b)(3)
Registration No. 333-190476
PROSPECTUS SUPPLEMENT NO. 9
To Prospectus dated August 12, 2014
(i) 3,047,500 Shares of Common Stock and 3,047,500 Series B Warrants, issuable upon the
exercise of the 3,047,500 outstanding Series A Warrants issued in our Initial Public Offering
and
(ii) 3,047,500 Shares of Common Stock, issuable upon the exercise of the 3,047,500 Series B Warrants
that are issuable under this Prospectus
_______________________
This prospectus supplement No. 9 supplements the prospectus dated August 12, 2014, as supplemented by prospectus supplement No. 1 dated August 14, 2014, prospectus supplement No. 2 dated November 17, 2014, prospectus supplement No. 3 dated November 28, 2014, prospectus supplement No. 4 dated January 20, 2015, prospectus supplement No.5 dated February 19, 2015, prospectus supplement No. 6 dated March 4, 2015, prospectus supplement No. 7 dated March 12, 2015 and prospectus supplement No. 8 dated March 17, 2015 (collectively, the “prospectus”), which relates to the offering of the securities of Ruthigen, Inc. (the “Company,” “we,” “us” or “our”) that are underlying the Series A Warrants that we issued in our initial public offering, which closed on March 26, 2014 (“IPO”). The securities underlying the Series A Warrants include (i) 3,047,500 shares of our common stock and 3,047,500 of our Series B Warrants, which are issuable upon the exercise of the 3,047,500 outstanding Series A Warrants that we issued in our IPO, and (ii) 3,047,500 shares of our common stock, which are issuable upon the exercise of the 3,047,500 Series B Warrants that are issuable under the prospectus.
Each outstanding Series A Warrant is exercisable for one share of common stock and one Series B Warrant. The Series A Warrants are exercisable at an initial exercise price of $7.25 per warrant and expire in March 2016. The Series B Warrants will only be issued upon the exercise of the Series A Warrants. Each Series B Warrant is exercisable for one share of common stock. The Series B Warrants are immediately exercisable upon issuance at an initial exercise price of $9.0625 per warrant. The Series B Warrants will expire on the fifth anniversary of the date of issuance.
This prospectus supplement incorporates into our prospectus the information contained in our attached current report on Form 8-K, which was filed with the Securities and Exchange Commission on March 27, 2015.
You should read this prospectus supplement in conjunction with the prospectus, including any supplements and amendments thereto. This prospectus supplement is qualified by reference to the prospectus except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus.
This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus, including any supplements and amendments thereto.
Our common stock is traded on The NASDAQ Capital Market under the symbol “RTGN.” On March 30, 2015, the closing sale price of our common stock on The NASDAQ Capital Market was $3.40 per share.
_______________________
AN INVESTMENT IN OUR SECURITIES INVOLVES RISKS. SEE THE
SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 9 OF THE PROSPECTUS.
_______________________
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.
_______________________
The date of this prospectus supplement is March 31, 2015
UNITED STATES
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 (date of earliest event reported): March 26, 2015
_______________________
RUTHIGEN, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-36199 | 46-1821392 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
2445 Bennett Valley Road, Suite C116
Santa Rosa, CA 95404
(Address of principal executive offices)
(707) 525-9900
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2. below):
| 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)) |
Section 5 – Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 26, 2015, Ruthigen, Inc. (the “Company”) held its annual meeting (the "Meeting") of stockholders at the offices of Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581. As of the record date for the Meeting, February 24, 2015, there were 4,804,290 shares of common stock issued and outstanding. The Company received proxies from stockholders holding an aggregate of 2,572,149 shares, or 53.53% of the issued and outstanding shares of voting stock as of the record date.
Hojabr Alimi was elected as a Class I director of the Company to serve until the Company’s third succeeding annual meeting of stockholders.
The final voting results are set forth below. There were no broker non-votes.
Proposal 1: To elect one Class I director to the Company’s Board of Directors to hold office until the Company’s third succeeding annual meeting of stockholders.
| Votes For | Votes Against | Votes Abstained | |
| Hojabr Alimi | 2,502,380 | 0 | 69,769 |
There were no other proposals voted on at the Meeting.
SIGNATURES
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.
| RUTHIGEN, INC. | |||
| Date: March 27, 2015 | By: | /s/ Hojabr Alimi | |
| Name: | Hojabr Alimi | ||
| Title: | Chief Executive Officer | ||