Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
May 01 2020 - 5:31PM
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): May 1, 2020
RITTER
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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|
001-37428
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26-3474527
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(State
or other
jurisdiction
of incorporation)
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(Commission
File
Number)
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|
(I.R.S.
Employer
Identification
No.)
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1880
Century Park East, Suite 1000
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|
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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):
[X]
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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
2.02. Results of Operation and Financial Condition.
On
May 1, 2020, Ritter Pharmaceuticals, Inc. (the “Company”), issued a press release announcing the financial results
for the first fiscal quarter ended March 31, 2020, entitled “Ritter Pharmaceuticals Reports Financial Results for the First
Quarter Ended March 31, 2020 - Form S-4 Declared Effective by the SEC and Ritter/Qualigen Merger Voting is Underway” (the
“Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The
information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed filed for the purposes of
Section 18 of the United State Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of Section 18.
Furthermore, the information shall not be deemed incorporated by reference into any registration statement or any other filing
under the United States Securities Act of 1933, as amended, except as shall be expressly set forth by specific references in such
filings.
Important
Additional Information Will be Filed with the SEC
On
February 4, 2020, Ritter filed a registration statement on Form S-4 with the Securities and Exchange Commission (“SEC”)
that included a joint proxy and consent solicitation statement/prospectus. 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. Each party may file other documents
with the SEC in connection with the merger. INVESTORS AND STOCKHOLDERS OF RITTER AND QUALIGEN ARE URGED TO READ THESE MATERIALS
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT RITTER, QUALIGEN, THE MERGER
AND RELATED MATTERS. Investors and stockholders may obtain free copies of the documents filed with the SEC through the website
maintained by the SEC at www.sec.gov. Investors and stockholders may also obtain free copies of the documents filed by Ritter
with the SEC by contacting Ritter by mail at Ritter Pharmaceuticals, Inc., 1880 Century Park East, Suite 1000, Los Angeles, CA
90067, Attention: John Beck. Investors and stockholders are urged to read the definitive proxy statement/prospectus/information
statement and the other relevant materials when they become available before making any voting or investment decision with respect
to the Merger.
No
Offer or Solicitation
This
communication shall not constitute an offer to sell or the solicitation of an offer to sell 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 offering 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 Solicitation
Ritter
and its directors and executive officers and Qualigen and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of Ritter in connection with the Merger. Information regarding the special
interests of these directors and executive officers in the merger is included in the joint proxy and consent solicitation statement/prospectus
referred to above. Additional information about Ritter’s directors and executive officers is included in Ritter’s
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 at the address above.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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:
May 1, 2020
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