Current Report Filing (8-k)
2018年3月23日 - 12:43AM
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): March 21, 2018
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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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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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).
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Emerging
growth company
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[X]
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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
3.03.
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Material Modification to Rights of Security Holders.
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To the extent required
by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this
Current Report on Form 8-K is incorporated by reference herein.
Item
5.03.
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Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
March 21, 2018, Ritter Pharmaceuticals, Inc. (the “Company”) filed a Certificate of Amendment to its Amended
and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to
effect a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding common
stock, par value $0.001 per share (the “Common Stock”), effective March 23, 2018 (the “Effective Date”).
The Reverse Stock Split
was approved by the Company’s stockholders at the Company’s special meeting of stockholders held on December
20, 2017. On March 1, 2018, the Company announced that its board of directors had set a ratio of 1-for-10 for the Reverse Stock
Split.
The
Amendment provides that on the Effective Date, every ten (10) shares of the Company’s issued and outstanding Common Stock
immediately prior to the Effective Date, shall automatically be reclassified, without any action on the part of the holder thereof,
into one (1) share of Common Stock. No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who
otherwise would be entitled to receive a fractional share in connection with the Reverse Stock Split will receive a cash payment
in lieu thereof.
Corporate Stock Transfer,
Inc. is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record who hold stock
certificates regarding the exchange of certificates for Common Stock, should they wish to do so. Stockholders who hold
their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of
their shares.
Commencing
on March 23, 2018, trading of the Company’s Common Stock will continue on the NASDAQ Capital Stock Market on a reverse stock
split-adjusted basis. The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split is 767836 307.
The new specimen common stock certificate of the Company is being filed herewith as Exhibit 4.1.
The
foregoing description of the Amendment does not purpose to be complete and is qualified in its entirety by reference to the full
text of the Amendment, which is filed as Exhibit 3.1 to this report and is incorporated by reference herein.
Item
7.01.
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Regulation
FD Disclosure.
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The Company announced
the matters described in Item 5.03 above in a press release entitled “Ritter Pharmaceuticals Announces 1-for-10 Reverse
Stock Split” on March 22, 2018.
The
information in this Item 7.01 (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that Section, nor shall the information in this Item 7.01 (including Exhibit 99.1 attached hereto) be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such filing.
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/
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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Date:
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March
22, 2018
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Ritter Pharmaceuticals (NASDAQ:RTTR)
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