Ritter Pharmaceuticals, Inc. Urges Stockholders to Vote Now on Proposed Merger with Biotech Company, Qualigen Inc.
28 4월 2020 - 8:30PM
Ritter Pharmaceuticals, Inc. (Nasdaq: RTTR) (“Ritter
Pharmaceuticals”, “Ritter” or the “Company”), is urging its
stockholders to vote now on the proposed merger with Qualigen, Inc.
(“Qualigen”), a biotechnology company focused on the development of
novel therapeutics for the treatment of cancer and infectious
disease, as well as the expansion of its flagship FastPack®
point-of-care diagnostic platform.
“We are urging all of our stockholders to take a
few minutes to vote by phone, internet or mail on this important
transaction,” said Ritter CEO Andrew J. Ritter. “It’s also
important to note that the merger cannot be consummated without the
approval of each of the proposals being voted on at the Special
Meeting, including approval of the proposed reverse stock split.
The reverse stock split is necessary to ensure that the combined
company meets Nasdaq’s initial listing minimum bid price
requirement, so that it may be listed on Nasdaq following the
merger and is a condition to the closing of the merger. Ritter
stockholders should also be aware that they will not be subject to
a lock-up period following the merger.”
Ritter stockholders as of the close of business
on March 26, 2020, the record date for the Special Meeting, are
eligible to vote and attend the virtual Special Meeting. The Ritter
board of directors has recommended that the Ritter stockholders
vote “FOR” each of the proposals.
Reasons to Vote FOR the Proposed
Merger
- The merger provides existing Ritter stockholders a significant
opportunity to participate in the potential growth of the combined
company following the merger.
- Qualigen is an attractive candidate
for Ritter, due to its revenue-generating diagnostic business.
Qualigen’s FastPack® System provides real-time diagnostics for
cancer and other diseases at medical offices in the U.S. and other
countries around the world. In addition, they are developing
nanotechnology therapies for the treatment of cancer and infectious
diseases, including AS1411, a novel aptamer-based anticancer
technology being developed to target and destroy tumor cells,
RAS-F3, a small molecule drug candidate designed to block mutations
that lead to tumor formation, especially in pancreatic, colorectal
and lung cancers, and the Selective Target Antigen Removal System
(STARS), a DNA-based treatment device product candidate designed to
remove tumor-produced and viral compounds from circulating
blood.
- Ritter stockholders will own 7.5%
of the post-merger company and will receive Contingent Value Rights
(CVRs), entitling them to net proceeds from any sale, license,
transfer, spin-off or other monetization event involving all or any
part of Ritter’s RP-G28 gut microbiome intellectual property or
technology.
How to Vote
Ritter stockholders of record should follow the
instructions on their proxy card to vote. They may call proxy
solicitor Georgeson toll-free at (866) 357-4029 to vote over the
phone, or by following the instructions in the proxy card
previously delivered to them, they may vote online or by
completing, signing and dating the proxy card and mailing it in the
postage-paid envelope that was previously provided.
Ritter stockholders who hold their shares in a
brokerage or bank account (in “street name”) may vote online or by
phone, by following the instructions provided in the voting
instruction form previously delivered to them, or by completing,
signing and dating the voting instruction form and mailing it in
the postage-paid envelope that was previously provided.
If you have questions or require assistance in
voting your proxy, please call our proxy solicitor Georgeson
toll-free at (866) 357-4029 or
email info@ritterpharma.com for assistance.
Attending the Virtual Special Meeting
The special meeting of Ritter stockholders to
vote on certain matters related to the proposed merger will be held
virtually on May 14, 2020, at 9:00 a.m., Pacific Time. Stockholders
of record will be able to attend the special meeting online by
visiting www.virtualshareholdermeeting.com/RTTR2020 on the
date of the meeting. To be admitted to the virtual meeting,
stockholders must enter the control number found on their proxy
card or voting instruction form. Street name holders must obtain a
proxy from the broker, trustee or nominee that holds their shares
in order to attend the special meeting.
About Ritter Pharmaceuticals, Inc.Ritter
Pharmaceuticals, Inc. (www.RitterPharma.com, @RitterPharma)
develops innovative therapeutic products that modulate the gut
microbiome to treat gastrointestinal diseases. On January 15, 2020,
the Company entered into an Agreement and Plan of Merger with
Qualigen, Inc., pursuant to which a wholly-owned subsidiary of
Ritter will merge with and into Qualigen, with Qualigen surviving
as a wholly-owned subsidiary of Ritter Pharmaceuticals, Inc.
About Qualigen, Inc.Qualigen, Inc.
(www.qualigeninc.com) is a biotechnology company focused on
developing novel therapeutics for the treatment of cancer and
infectious diseases, using similar core nanoparticle coating
technology from its FDA-approved FastPack® System, which has
been used successfully in diagnostics for over 15 years. The
Company’s cancer therapeutics pipeline includes ALAN (AS1411-GNP),
RAS-F3 and STARS™. ALAN (AS1411-GNP) is a DNA coated gold
nanoparticle cancer drug candidate that has the potential to target
a variety of cancer types with potentially minimal side effects.
RAS-F3 is a small molecule RAS oncogene protein-protein inhibitor
for blocking RAS mutations that lead to tumor formation, especially
in pancreatic, colorectal and lung cancers. Building off its core
FastPack® technology, STARS™ is a DNA/RNA-based treatment
device for removal from circulating blood of targeted
tumor-produced and viral compounds. Its facility in Carlsbad,
California, is FDA and ISO Certified and its FastPack® product
line is sold worldwide by its commercial partner, Sekisui
Diagnostics, LLC.
Important Additional Information About the
Proposed MergerThis communication is being made in respect of the
proposed merger involving Ritter Pharmaceuticals, Inc. and
Qualigen, Inc. Ritter filed a registration statement on Form S-4
(File No. 333-23635) with the SEC. The Registration Statement on
Form S-4 was declared effective on April 9, 2020. The final joint
proxy and consent solicitation statement/prospectus was filed with
the SEC on April 9, 2020 and was first sent to the stockholders of
Ritter and Qualigen on or about April 9, 2020. The final joint
proxy and consent solicitation statement/prospectus contains
important information about Ritter, Qualigen, the proposed merger
and related matters. STOCKHOLDERS ARE URGED TO READ THE FINAL JOINT
PROXY AND CONSENT SOLICITATION STATEMENT/PROSPECTUS (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS) AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY, AS THEY CONTAIN IMPORTANT INFORMATION
THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT
THE MERGER AND RELATED MATTERS. In addition to receiving the final
joint proxy and consent solicitation statement/prospectus and proxy
card or voting instruction form by mail, stockholders will also be
able to obtain the final joint proxy and consent solicitation
statement/prospectus, as well as other filings containing
information about Ritter, without charge, from the SEC’s website
(http://www.sec.gov) or, without charge, by directing a written
request to: Ritter Pharmaceuticals, Inc., 1880 Century Park East,
Suite 1000, Los Angeles, CA 90067, Attention: Corporate
Secretary.
No Offer or SolicitationThis communication shall
not constitute an offer to sell, the solicitation of an offer to
sell or an offer to buy or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Participants in the SolicitationRitter
Pharmaceuticals, and its directors and executive officers, may be
deemed to be participants in the solicitation of proxies from the
stockholders of Ritter Pharmaceuticals in connection with the
proposed merger. Information regarding the special interests of
these directors and executive officers in the proposed merger has
been included in the joint proxy and consent solicitation
statement/prospectus. Additional information about Ritter
Pharmaceuticals’ directors and executive officers is included in
Ritter Pharmaceuticals’ definitive proxy statement, filed with the
SEC on April 26, 2019. These documents are available free of charge
at the SEC website (www.sec.gov) and from the Corporate Secretary
of Ritter Pharmaceuticals at the address above.
ContactsInvestor Contact:John Beck 310-203-1000
john@ritterpharma.com
Ritter Pharmaceuticals (NASDAQ:RTTR)
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