Ritter Pharmaceuticals, Inc. Announces Expected Closing of Merger Transaction with Qualigen, Inc.
23 5월 2020 - 1:35AM
Ritter Pharmaceuticals, Inc. (Nasdaq: RTTR) (“Ritter
Pharmaceuticals”, “Ritter” or the “Company”), today announced that
its pending merger transaction with Qualigen, Inc. is currently
expected to close after market hours today, Friday, May 22, 2020.
As previously announced, Ritter’s stockholders
voted to approve the proposals required to complete the merger
transaction, including a reverse stock split within a range of
1-for-25 to 1-for-35, as determined by Ritter’s board of directors.
In connection with these approvals, the board of directors of
Ritter has approved a reverse stock split of Ritter’s outstanding
common stock at a ratio of one new share for every 25 shares
outstanding, which is expected to become effective immediately
prior to the consummation of the merger.
Immediately following the closing, Ritter will
be renamed “Qualigen Therapeutics, Inc.,” and is expected to trade
on The Nasdaq Capital Market on a post-reverse stock split basis
under the new ticker symbol “QLGN” beginning on Tuesday, May 26,
2020. Qualigen, Inc. will be a wholly-owned subsidiary of Qualigen
Therapeutics, Inc.
Persons who hold Ritter common stock immediately
prior to the reverse stock split and merger will be entitled to
receive a distribution of nontransferable Ritter contingent value
rights from the Company. The contingent value rights will provide
their holders with potential cash payment rights in the event of
certain monetizations (if any and if ever) within a certain time
period of Ritter’s intellectual property related to modulation of
the gut microbiome to treat gastrointestinal diseases.
Forward-Looking Statements
Statements contained in this press release
regarding matters that are not historical facts are
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements include,
but are not limited to, statements concerning the structure, timing
and completion of the reverse stock split and the proposed merger
with Qualigen. The parties may not actually achieve the proposed
merger or otherwise carry out the intentions or meet the
expectations or projections disclosed in our forward-looking
statements, and you should not place undue reliance on these
forward-looking statements. Because such statements are subject to
risks and uncertainties, actual results may differ materially from
those expressed or implied by such forward-looking statements.
These forward-looking statements are based upon Ritter’s and
Qualigen’s current expectations and involve assumptions that may
never materialize or may prove to be incorrect. Actual results and
the timing of events could differ materially from those anticipated
in such forward-looking statements as a result of various risks and
uncertainties, which include, without limitation, risks and
uncertainties associated with the ability to consummate the
proposed merger and whether and when there would ever be meaningful
cash payments, or any cash payments at all, under the contingent
value rights. Risks and uncertainties facing Ritter and Qualigen
are described more fully in Ritter’s periodic reports and the Form
S-4 registration statement filed with and declared effective by the
Securities and Exchange Commission. All forward-looking statements
contained in this press release speak only as of the date on which
they were made. Ritter undertakes no obligation to update such
statements to reflect events that occur or circumstances that exist
after the date on which they were made.
Investor Contact for Ritter Pharmaceuticals,
Inc.:
John Beck310-203-1000john@ritterpharma.com
Investor Contact for Qualigen Therapeutics,
Inc.:
LHA Investor RelationsYvonne
Briggsybriggs@lhai.comorBruce Vossbvoss@lhai.com
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