Form S-4 Declared Effective by the SEC and Ritter/Qualigen Merger
Voting is Underway
Ritter Pharmaceuticals, Inc. (Nasdaq: RTTR)
(“Ritter Pharmaceuticals”, Ritter” or the “Company”), a developer
of therapeutic products that modulate the gut microbiome to treat
gastrointestinal diseases, today reported financial results for the
first quarter ended March 31, 2020.
In January 2020, Ritter and Qualigen, Inc.
(“Qualigen”), a privately-held company focused on the
development and commercialization of novel therapeutic products for
the treatment of cancer and infectious diseases, as well as
expansion of its flagship FastPack® diagnostic platform,
announced that the two companies had entered into a
definitive “reverse merger” agreement. Under
the terms of the merger agreement, Qualigen will become a
wholly-owned subsidiary of Ritter. Upon completion of the merger,
Ritter will change its name to Qualigen Therapeutics, Inc., and
will focus on the development of Qualigen’s nanotechnology
therapies for the treatment of cancer and infectious diseases,
while also continuing to operate its revenue-generating diagnostic
business.
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. As described
in the proxy materials for the special meeting, Ritter stockholders
of record as of the close of business on March 26, 2020, which is
the record date for the special meeting, will be entitled to
participate in the special meeting.
"We are entering the home stretch in our effort
to complete the potential merger with Qualigen, a transaction that
we believe could provide meaningful value for Ritter stockholders,”
said Andrew J. Ritter, Ritter Pharmaceuticals’ Chief Executive
Officer. “We encourage those who have not yet voted to take a few
minutes to vote by phone, internet or mail on this important
transaction as the meeting date is less than two weeks away. When
voting, please remember that the merger cannot be consummated
unless each of the proposals being voted on at the special meeting
is approved.”
Financial Results for the First Quarter
Ended March 31, 2020The Company’s net loss, and net loss
per share attributable to common stockholders for the first quarter
ended March 31, 2020 was $1.7 million, or $0.05 per share, compared
to $4.7 million or $0.58 per share, for the same period in 2019.
Net loss for the first quarter ended March 31, 2020, included
non-cash, stock-based compensation expense of approximately
$56,000, compared to approximately $146,000 for the same period in
2019. As of March 31, 2020, the Company had cash and cash
equivalents of approximately $6.0 million compared to
$1.7 million in cash, cash equivalents and investment in
marketable securities as of December 31, 2019.
OperationsThe Company continues
to explore monetization opportunities for RP-G28 for the treatment
of lactose intolerance, including exploring a variety of commercial
routes. In April, the RP-G28’s Phase 2b 003 study’s data was
published in Nutrients, under the title: Galacto-Oligosaccharide
RP-G28 Improves Multiple Clinical Outcomes in Lactose-Intolerant
Patients. Lead author was William Chey, M.D., Co-Director of the
Michigan Bowel Control Program at Michigan Medicine.
How to VoteRitter 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
MeetingThe 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/RTTR2020on 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
PharmaceuticalsRitter 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, 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.
Forward-Looking StatementsThis
press release may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
that express the current beliefs and expectations of Ritter
Pharmaceuticals’ management. Any statements contained herein that
do not describe historical facts, including statements related to
the proposed merger with Qualigen are forward-looking statements.
Forward-looking statements are subject to risks and uncertainties
that could cause actual results, performance and achievements to
differ materially from those discussed in such forward-looking
statements. Some of the factors that could affect actual results
are included in the reports on Form 10-K and Form 10-Q that are
filed with the Securities and Exchange Commission (“SEC”) from time
to time, as well as Ritter’s final joint proxy and consent
solicitation statement/prospectus that was filed with the SEC on
April 9, 2020. Ritter cautions readers not to place undue reliance
on any forward-looking statements, which speak only as of the date
they were made. The Company undertakes no obligation to update or
revise forward-looking statements, except as otherwise required by
law, whether as a result of new information, future events or
otherwise.
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’ Annual Report on
Form 10-K, filed with the SEC on March 31, 2020, as amended on
April 24, 2020. 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,
INC.CONDENSED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS(Unaudited)
|
|
For the Three Months Ended March 31, |
|
|
|
2020 |
|
|
2019 |
|
Operating costs and
expenses: |
|
|
|
|
|
|
|
|
Research and development |
|
$ |
1,820 |
|
|
$ |
3,574,855 |
|
Patent costs |
|
|
3,791 |
|
|
|
48,625 |
|
General and administrative |
|
|
2,209,468 |
|
|
|
1,153,577 |
|
Total operating costs and expenses |
|
|
2,215,079 |
|
|
|
4,777,057 |
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(2,215,079 |
) |
|
|
(4,777,057 |
) |
|
|
|
|
|
|
|
|
|
Other
income: |
|
|
|
|
|
|
|
|
Interest income |
|
|
12,620 |
|
|
|
71,291 |
|
Settlement of accounts payable |
|
|
535,087 |
|
|
|
― |
|
Total other income |
|
|
547,707 |
|
|
|
71,291 |
|
Net loss |
|
$ |
(1,667,372 |
) |
|
$ |
(4,705,766 |
) |
|
|
|
|
|
|
|
|
|
Other comprehensive
gain: |
|
|
|
|
|
|
|
|
Unrealized gain on debt securities |
|
|
― |
|
|
|
1,511 |
|
Comprehensive loss |
|
|
(1,667,372 |
) |
|
|
(4,704,255 |
) |
|
|
|
|
|
|
|
|
|
Net loss per common share –
basic and diluted |
|
$ |
(0.05 |
) |
|
$ |
(0.58 |
) |
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding – basic and diluted |
|
|
34,910,882 |
|
|
|
8,055,921 |
|
RITTER PHARMACEUTICALS,
INC.CONDENSED BALANCE SHEETS
|
|
March 31, 2020 |
|
|
December 31, 2019 |
|
|
|
(unaudited) |
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
5,952,893 |
|
|
$ |
1,699,971 |
|
Accrued interest receivable |
|
|
― |
|
|
|
771 |
|
Prepaid expenses and other current assets |
|
|
176,735 |
|
|
|
509,519 |
|
Total current assets |
|
|
6,129,628 |
|
|
|
2,210,261 |
|
Other assets |
|
|
|
|
|
|
|
|
Right-of-use assets |
|
|
65,646 |
|
|
|
93,032 |
|
Other assets |
|
|
478,075 |
|
|
|
478,075 |
|
Total other assets |
|
|
543,721 |
|
|
|
571,107 |
|
Property and equipment,
net |
|
|
14,192 |
|
|
|
15,656 |
|
Total
Assets |
|
$ |
6,687,541 |
|
|
$ |
2,797,024 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
1,290,108 |
|
|
$ |
1,417,317 |
|
Accrued expenses |
|
|
311,441 |
|
|
|
179,258 |
|
Lease liabilities |
|
|
70,854 |
|
|
|
100,471 |
|
Total current liabilities |
|
|
1,672,403 |
|
|
|
1,697,046 |
|
|
|
|
|
|
|
|
|
|
Stockholders’
equity |
|
|
|
|
|
|
|
|
Series B preferred stock,
$0.001 par value; 6,000 shares authorized; 0 and 1,850 shares
issued and outstanding as of March 31, 2020 and December 31, 2019,
respectively |
|
|
― |
|
|
|
1,288,956 |
|
Series C preferred stock,
$0.001 par value; 1,880 shares authorized; 240 shares issued and
outstanding as of March 31, 2020 and December 31, 2019 |
|
|
240,000 |
|
|
|
240,000 |
|
Common stock, $0.001 par
value; 225,000,000 shares authorized, 45,713,862 and 19,108,331
shares issued and outstanding as of March 31, 2020 and December 31,
2019, respectively |
|
|
45,714 |
|
|
|
19,108 |
|
Additional paid-in
capital |
|
|
86,729,960 |
|
|
|
79,885,078 |
|
Accumulated deficit |
|
|
(82,000,536 |
) |
|
|
(80,333,164 |
) |
Total stockholders’ equity |
|
|
5,015,138 |
|
|
|
1,099,978 |
|
Total Liabilities and
Stockholders’ Equity |
|
$ |
6,687,541 |
|
|
$ |
2,797,024 |
|
Ritter Pharmaceuticals (NASDAQ:RTTR)
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