Ritter Pharmaceuticals Announces Closing of $6.0 Million At-Market Private Placement of Series B Convertible Preferred Stock ...
2018年11月6日 - 9:00PM
Proceeds Expected to be Sufficient to Fund
Company’s Liberatus Phase 3 Clinical Trial
Ritter Pharmaceuticals, Inc. (Nasdaq: RTTR) (“Ritter
Pharmaceuticals” or the “Company”), a developer of novel
therapeutic products that modulate the gut microbiome to treat
gastrointestinal diseases (GI) with an initial focus on the
development of RP-G28, a drug candidate with the potential to be
the first FDA-approved treatment for lactose intolerance (LI),
today announced the closing on November 5, 2018 of its previously
announced private placement of Series B convertible preferred stock
and warrants to certain accredited investors, including two current
institutional holders of our Series A convertible preferred stock,
a key vendor and a member of the Company’s board of directors. The
Company received gross proceeds of approximately $6.0 million,
before deducting placement agent fees and other offering expenses
payable by the Company.
“We are pleased with the quality of the
investors participating and the vote of confidence it represents in
the midst of this currently volatile market”, said Andrew J.
Ritter, co-founder and chief executive officer of Ritter
Pharmaceuticals. “We expect that the proceeds received from this
financing will be sufficient to fund our Phase 3 clinical trial of
RP-G28 for lactose intolerance known as “Liberatus”, which is now
well under way, through completion and announcement of top-line
data. At this time, we have achieved 100% activation of our
targeted number of clinical sites around the county and enrollment
is proceeding at projected rates. We remain on track to complete
the study and announce top-line data, as anticipated, in the second
half of 2019.”
The securities sold in the private placement
consist of 6,000 shares of a newly designated Series B convertible
preferred stock of the Company, with a stated value of $1,000 per
share and convertible into shares of our common stock at an initial
conversion price per share of $1.30 (subject to customary
adjustment for stock dividends and stock splits), which is above
the $1.23 per share closing price of our common stock as reported
on the Nasdaq Capital Market on October 30, 2018, the date the
definitive agreement for the private placement was signed. In
addition, each investor received a warrant to purchase a number of
shares of common stock equal to 50% of the aggregate number of
shares of common stock into which their Series B convertible
preferred stock is initially convertible. The warrants will be
exercisable immediately for a five-year period and have an initial
exercise price of $1.30 per share (subject to customary adjustment
for stock dividends and stock splits). Certain investors in the
private placement who currently own shares of our Series A
convertible preferred stock exchanged, on a 1-for-1 share basis,
their Series A preferred shares for shares of a newly designated
Series C convertible preferred stock of the Company, with a stated
value of $1,000 per share and convertible into shares of our common
stock at an initial conversion price per share of $1.64 (subject to
customary adjustment for stock dividends and stock splits). The
maximum aggregate number of shares of common stock that may be
issued by the Company upon conversion of the Series C convertible
preferred stock will be limited to 1,146,354 shares, representing
19.99% of the shares of our common stock outstanding immediately
prior to execution of the definitive agreement for the private
placement, unless we obtain stockholder approval to issue shares in
excess of this amount in accordance with applicable rules of the
Nasdaq Capital Market.
A.G.P./Alliance Global Partners served as the
exclusive placement agent and Roth Capital Partners, LLC acted as a
financial advisor for the transaction.
The securities issued and sold in the private
placement have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), or any state securities
laws, and may not be offered or sold in the United States absent
registration under the Securities Act or an applicable exemption
from the registration requirements of the Securities Act. The
Company has agreed to file a registration statement with the
Securities and Exchange Commission to register the resale of the
shares of common stock issuable upon conversion of the Series B
preferred shares and the Series C preferred shares and upon
exercise of the warrants described above.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of the securities in any state in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
state. Any offering of the securities under the resale registration
statement described above will only be by means of a
prospectus.
About Ritter
PharmaceuticalsRitter Pharmaceuticals, Inc.
(www.RitterPharma.com, @RitterPharma) develops novel therapeutic
products that modulate the gut microbiome to treat gastrointestinal
diseases. The Company’s lead product candidate, RP-G28, has the
potential to become the first FDA-approved treatment for lactose
intolerance, a condition that affects millions of people worldwide.
RP-G28 is in Phase 3 clinical development with its first Phase 3
study currently underway, known as “Liberatus”. For more
information on the Company’s ongoing Liberatus Phase 3 clinical
trial of RP-G28, or to participate in the study, please visit
www.liberatusstudy.com.The Company is further exploring the
therapeutic potential that gut microbiome changes may have on
treating/preventing a variety of diseases including:
gastrointestinal diseases, cancer, metabolic, and liver
disease.
Forward-Looking StatementsThis
press release may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
that express the current beliefs and expectations of Ritter
Pharmaceuticals’ management, including but not limited to
statements related to the Company’s ability to fund its Liberatus
Phase 3 clinical trial through completion and announcement of
top-line data. Any statements contained herein that do not describe
historical facts are forward-looking statements that are subject to
risks and uncertainties that could cause actual results,
performance and achievements to differ materially from those
discussed in such forward-looking statements. Some of the factors
that could affect our actual results are included in the periodic
reports on Form 10-K and Form 10-Q that we file with the Securities
and Exchange Commission. Ritter cautions readers not to place undue
reliance on any forward-looking statements, which speak only as of
the date they were made. The Company undertakes no obligation to
update or revise forward-looking statements, except as otherwise
required by law, whether as a result of new information, future
events or otherwise.
ContactsInvestor Contact:John W. Beck
310-203-1000 john@ritterpharma.com
Media Contact:Jules Abraham
CoreIR917-885-7378julesa@coreir.com
Ritter Pharmaceuticals (NASDAQ:RTTR)
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