GEMP Gemphire Therapeutics Inc

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

At the annual meeting (the “Annual Meeting”) of stockholders of Gemphire Therapeutics Inc. (the “Company”) on May 22, 2018 , the Company’s stockholders approved an amendment to the Gemphire Therapeutics Inc. Amended and Restated 2015 Equity Incentive Plan (the “2015 Plan”), which became effective on such date. The amendment increased the number of shares of common stock reserved for issuance under the 2015 Plan by 300,000 shares without any change to the “ evergreen” provision of the 2015 Plan, pursuant to which the number of shares of Company common stock reserved for issuance will automatically increase on January 1, 2019 (and on January 1 of each year thereafter continuing through and including January 1, 2026) to an amount equal to 20% of the fully diluted shares as of December 31 of the preceding calendar year. The Company proposed the amendment to the 2015 Plan to make such shares available for issuance during 2018, earlier than they otherwise would be available for issuance under the 2015 Plan pursuant to such “evergreen” provision.

As disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on May 3, 2018, Dr. Steven Gullans, the Company’s President and Chief Executive Officer, was granted, on May 1, 2018, the following two options that were subject to, and could not be exercised until, stockholder approval of the amendment to the 2015 Plan: (i) an option to purchase 50,000 shares of common stock vesting in a series of 48 equal monthly installments, subject to his continued employment; and (ii) an option to purchase 100,000 shares of common stock, 50,000 of which will vest on the date that the first patient in the first Phase 3 clinical trial of gemcabene in a non-orphan indication receives the first dose of gemcabene and the remaining 50,000 of which will vest when the thirty (30) consecutive day volume weighted average closing price of the Company’s common stock achieves a certain target, in each case, if such event occurs on or before December 31, 2019, subject to his continued employment. Following the Annual Meeting, such options are no longer conditioned on such stockholder approval.

A description of the terms of the 2015 Plan is included in the Company’s definitive proxy statement for the Annual Meeting filed with the SEC on April 17, 2018 , as supplemented by the Company’s proxy statement supplement filed with the SEC on May 3, 2018 . The description of the terms of the 2015 Plan, as amended, is qualified in its entirety by reference to the actual terms of the 2015 Plan, the amendment and the form of option award agreement, which are included or incorporated by reference as Exhibits 10.1, 10.2 and 10.3, respectively.