Registration of Additional Securities (up to 20%) (s-1mef)
2017年9月29日 - 10:48PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on September 29, 2017
Registration
No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
RITTER
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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2834
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26-3474527
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(State
or other jurisdiction of
incorporation
or organization)
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(Primary
Standard Industrial
Classification
Code Number)
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(I.R.S.
Employer
Identification
No.)
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Ritter
Pharmaceuticals, Inc.
1880 Century Park East #1000
Los
Angeles, CA 90067
(310)
203-1000
(Address,
including zip code, and telephone number,
including area code, of registrant’s principal executive office)
Michael
D. Step
Chief
Executive Officer
Ritter
Pharmaceuticals, Inc.
1880
Century Park East #1000
Los
Angeles, CA 90067
(310)
203-1000
(Name,
address, including zip code, and telephone number,
including area code, of agent for service)
Copies
to:
Michael
Sanders, Esq.
Aron
Izower, Esq.
Reed
Smith LLP
1901
Avenue of the Stars, Suite 700
Los
Angeles, California 90067-6078
Telephone:
(310) 734-5200
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Anthony
J. Marsico, Esq.
Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
666
Third Avenue
New
York, NY 10017
Telephone:
(212) 935-3000
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Approximate
date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If
any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, as amended, check the following box: [ ]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement
for the same offering: [X] 333-219147
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box
and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering:
[ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering: [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [ ] (Do not check if smaller reporting company)
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Smaller
reporting company [X]
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Emerging
growth company [X]
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CALCULATION
OF REGISTRATION FEE
Title
of Each Class of Securities to be Registered
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Proposed
Maximum Aggregate Offering Price
(1)(2)
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Amount
of Registration Fee
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Class A Units consisting of:
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$
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$
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(i) Common Stock, par value $0.001
per share
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―
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―
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(ii) Warrants to
purchase Common Stock
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$
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$
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Class B Units consisting of:
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―
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―
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(i) Series A Convertible
Preferred Stock, par value $0.001 per share
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$
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$
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(ii) Warrants to
purchase Common Stock
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(iii) Common Stock
issuable upon conversion of the Series A Convertible Preferred Stock
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$
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$
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Common Stock issuable upon the exercise
of the Warrants to purchase Common Stock
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$
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―
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$
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―
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Total
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$
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7,245,000
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$
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839.70
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(1)
Represents only the additional dollar amount of securities being registered and includes the additional dollar amount of securities
that the underwriters have the option to purchase to cover over-allotments, if any. Does not include the securities that the registrant
previously registered on the registration statement on Form S-1 (File No. 333-219147).
(2)
Calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended. Based on the public offering price per
share.
THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
RULE 462(B) UNDER THE SECURITIES ACT.
EXPLANATORY
NOTE AND INCORPORATION BY REFERENCE
This
Registration Statement is being filed with respect to the registration of additional shares of common stock, with par value of
$0.001 per share, of Ritter Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware (the “Registrant”),
pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-1 (File
No. 333-219147) filed by the Registrant with the Securities and Exchange Commission, as amended, declared effective on September
28, 2017, including exhibits and power of attorney thereto, are incorporated by reference in this Registration Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in the City of Los Angeles, California, on September 29, 2017.
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RITTER
PHARMACEUTICALS, INC.
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By:
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/s/
Michael D. Step
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Name:
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Michael
D. Step
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Title:
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Chief
Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
Signature
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Title
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Date
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/s/
Michael D. Step
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Chief
Executive Officer and Director
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September
29, 2017
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Michael
D. Step
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(Principal
Executive Officer)
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/s/
Ellen Mochizuki
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Vice
President, Finance
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September
29, 2017
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Ellen
Mochizuki
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(Principal
Financial Officer and Principal Accounting Officer)
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/s/
Ira E. Ritter
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Executive
Chairman, Chief Strategic Officer
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September
29, 2017
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Ira
E. Ritter
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and
Director
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/s/
Andrew J. Ritter
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President
and Director
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September
29, 2017
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Andrew
J. Ritter
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Director
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Noah
Doyle
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*
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Director
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September
29, 2017
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Matthew
W. Foehr
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*
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Director
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September
29, 2017
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Paul
V. Maier
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*
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Director
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September
29, 2017
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William
M. Merino
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*
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Director
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September
29, 2017
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Gerald
T. Proehl
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*
By:
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/s/
Andrew J. Ritter
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Andrew
J. Ritter
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Attorney-in-Fact
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EXHIBIT
INDEX
Ritter Pharmaceuticals (NASDAQ:RTTR)
過去 株価チャート
から 6 2024 まで 7 2024
Ritter Pharmaceuticals (NASDAQ:RTTR)
過去 株価チャート
から 7 2023 まで 7 2024