Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
May 05 2020 - 6:14AM
Edgar (US Regulatory)
Filed
by Ritter Pharmaceuticals, Inc. pursuant to
Rule
425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-6
under
the Securities Exchange Act of 1934
Subject
Company: Ritter Pharmaceuticals, Inc. (SEC File No. 001-37428)
Commission
File No. for the Related Registration Statement: 333-236235
The
following email was sent to stockholders of Ritter Pharmaceuticals, Inc. on May 5, 2020.
Dear
Fellow Shareholder,
It
has come to our attention that you may have voted against or abstained to one or more of the proposals on the ballot for the Special
Meeting of Ritter Pharmaceuticals, Inc.
While
we thank you for your participation in this important shareholder meeting, we want to remind you that the merger CANNOT be
consummated without the approval of EACH of the proposals being voted on at the Special Meeting, including approval of a 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.
Accordingly,
we will be sending you another proxy card via email that you will receive shortly. Using that proxy card, we ask that you consider
re-voting your shares, choosing to vote FOR ALL PROPOSALS. You may also call toll-free (866) 357-4029 to revote your shares.
TIME
IS SHORT – We need your vote prior to the May 14, 2020 Special Meeting.
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.
I
want to thank you personally in advance for your support.
Sincerely,
Andrew
J. Ritter
Chief
Executive Officer
RITTER
PHARMACEUTICALS, INC.
1880
Century Park East #1000
Los
Angeles, CA 90067
P.S.
Please review our latest press release related to our Special Meeting.
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