Current Report Filing (8-k)
August 23 2019 - 5:00PM
Edgar (US Regulatory)
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): August 19, 2019
RITTER
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other
jurisdiction
of incorporation)
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001-37428
(Commission
File
Number)
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26-3474527
(I.R.S.
Employer
Identification
No.)
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1880
Century Park East, Suite 1000
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Los
Angeles, California
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90067
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (310) 203-1000
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):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
Registered Pursuant to Section 12(b) of the Exchange Act:
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Title
of Each Class
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Trading
Symbol
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Name
of Each Exchange on Which Registered
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Common
Stock, par value $0.001
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RTTR
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Nasdaq
Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On
August 19, 2019, Ritter Pharmaceuticals, Inc., a Delaware corporation (the “Company”), received a written notice (the
“Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance
with Nasdaq Listing Rule 5550(b)(1) (“Rule 5550(b)(1)”) as the Company’s stockholders’ equity, as reported
in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2019, was below $2.5 million, which is the
minimum stockholders’ equity required for compliance with Rule 5550(b)(1). Further, as of August 19, 2019, the Company did
not satisfy the conditions for the alternative market value of listed securities standard for continued listing or the net income
standard for continued listing.
The
Notice has no immediate effect on the listing of the Company’s common stock on The Nasdaq Capital Market. According to the
Notice, the Company has 45 calendar days from the date of the Notice, or until October 3, 2019, to submit a plan to regain compliance.
If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date
of the Notice, or until February 15, 2020, to demonstrate compliance. If Nasdaq does not accept the Company’s plan to regain
compliance, the Company will have the right to appeal such decision to a Nasdaq hearings panel.
The
Company is currently evaluating various courses of action to regain compliance with Rule 5550(b)(1) and intends to provide Nasdaq
with a plan prior to October 3, 2019. Although the Company will use all reasonable efforts to achieve compliance with Rule 5550(b)(1),
there can be no assurance that the Company will be able to regain compliance or will otherwise be in compliance with other Nasdaq
listing criteria.
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.
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RITTER
PHARMACEUTICALS, INC.
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By:
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/s/
Andrew J. Ritter
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Name:
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Andrew
J. Ritter
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Title:
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Chief
Executive Officer
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Date:
August 23, 2019
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