Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-232798
PROSPECTUS
SUPPLEMENT
(To
Prospectus dated August 1, 2019)
Up
to $3,673,159
Common
Stock
This
prospectus supplement and the accompanying base prospectus, which together we sometimes refer to as the prospectus, relate to
the offer and sale, from time to time, of shares of our common stock having an aggregate
gross sales price of up to $3,673,159, through A.G.P./Alliance Global Partners, or A.G.P., acting as our sales agent,
in accordance with the terms of a sales agreement we have entered into with A.G.P.
Sales
of our common stock, if any, under this prospectus supplement will be made by any method that is deemed to be an “at the
market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or the Securities Act. A.G.P.
is not required to sell any specific amount of securities, but will act as our sales agent
using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between
A.G.P. and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
A.G.P.
will be entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds from the sale of our common stock on
our behalf as sales agent pursuant to the sales agreement. In connection with the sale of the common stock on our behalf, A.G.P.
will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of A.G.P. will
be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to A.G.P.
against certain civil liabilities, including liabilities under the Securities Act.
Our
common stock is listed on the Nasdaq Capital Market, under the symbol “RTTR.” On November 6, 2019, the last reported
sale price of our common stock on the Nasdaq Capital Market was $0.28 per share.
As of November 6, 2019,
the aggregate market value of our outstanding common stock held by non-affiliates was approximately $11.0 million, based
on 10,163,956 shares of outstanding common stock, of which 9,182,899 shares were held by non-affiliates, and a per
share price of $1.20 based on the closing sale price of our common stock as of September 9, 2019. Pursuant to General Instruction
I.B.6 of Form S-3, in no event will we sell securities pursuant to this prospectus supplement with a value of more than one-third
of the aggregate market value of our common stock held by non-affiliates in any twelve-month period, so long as the aggregate
market value of our common stock held by non-affiliates is less than $75,000,000. In the event that subsequent to the date of
this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates equals or exceeds
$75,000,000, then the one-third limitation on sales shall not apply to additional sales made pursuant to this prospectus supplement.
We have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the twelve calendar months prior to
and including the date of this prospectus supplement.
Investing
in our common stock involves a high degree of risk. You should carefully consider all of the information set forth in this prospectus
supplement and the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying
prospectus before deciding to invest in our common stock. See “Risk Factors” beginning on page S-3 of this
prospectus supplement and in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
A.G.P.
The
date of this prospectus supplement is November 7, 2019
TABLE
OF CONTENTS
PROSPECTUS
SUPPLEMENT
PROSPECTUS
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
document is in two parts. The first party is this prospectus supplement, which relates to the offering of our common stock and
also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into
this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus dated August 1, 2019,
including the documents incorporated by reference, provides more general information about our common stock. Generally, when we
refer to the prospectus, we are referring to this prospectus supplement and the accompanying base prospectus combined.
To
the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information
contained in the accompanying prospectus or in any document incorporated by reference that was filed with the Securities and Exchange
Commission, or SEC, before the date of this prospectus supplement, on the other hand, you should rely on the information in this
prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having
a later date-for example, a document incorporated by reference in this prospectus supplement and the accompanying prospectus-the
statement in the document having the later date modifies or supersedes the earlier statement. Before buying any of the common
stock that we are offering, we urge you to carefully read this prospectus supplement and the accompanying prospectus, together
with the information incorporated by reference as described under the heading “Where You Can Find More Information; Incorporation
by Reference.” This document contains important information that you should consider when making your investment decision.
You
should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus or contained in any free writing prospectus prepared by or on our behalf. We have not, and A.G.P. has not, authorized
anyone to provide you with different information. The distribution of this prospectus supplement and the accompanying prospectus
and sale of these securities in certain jurisdictions may be restricted by law. We are not, and A.G.P. is not, making an offer
to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information
appearing in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference in this prospectus
supplement and the accompanying prospectus, and in any free writing prospectus that we have authorized for use in connection with
this offering, is accurate only as of the date of those respective documents. Our business, financial condition, results of operations
and prospects may have changed since those dates.
Ritter
Pharmaceuticals, Inc., is referred to herein as “Ritter,” “the Company,” “we,” “us,”
and “our,” unless the context indicates otherwise. This prospectus supplement and the information incorporated herein
by reference contain references to trademarks, service marks and trade names owned by us or other companies. Solely for convenience,
trademarks, service marks and trade names referred to in this prospectus supplement and the information incorporated herein, including
logos, artwork, and other visual displays, may appear without the ® or ™ symbols, but such references are
not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights
of the applicable licensor to these trademarks, service marks and trade names. We do not intend our use or display of other companies’
trade names, service marks or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
Other trademarks, trade names and service marks appearing in this prospectus supplement are the property of their respective owners.
PROSPECTUS
SUPPLEMENT SUMMARY
This
summary highlights selected information contained in or incorporated by reference in this prospectus supplement and the accompanying
prospectus. This summary is not complete and may not contain all of the information that may be important to you in deciding whether
to invest in shares of our common stock. To understand this offering fully prior to making an investment decision, you should
carefully read this prospectus supplement, including the “Risk Factors” sections beginning on page S-3 of this prospectus
supplement, the accompanying prospectus, our most recent Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and other
reports and information that we file from time to time with the SEC, which are incorporated by reference into this prospectus
supplement and the accompanying prospectus, and the documents incorporated by reference herein and therein, including the financial
statements and notes to those financial statements.
Company
Overview
Ritter
Pharmaceuticals, Inc. develops innovative therapeutic products that are intended to modulate the gut microbiome to treat gastrointestinal
diseases. Our only product candidate, RP-G28, is an orally administered, high purity galacto-oligosaccharide for the treatment
of lactose intolerance, or LI, a condition that affects millions of people worldwide. RP-G28 is designed to selectively stimulate
the growth of lactose-metabolizing bacteria in the colon, thereby effectively adapting the gut microbiome to assist in digesting
lactose (the sugar found in milk) that reaches the large intestine.
We
completed enrollment in our Phase 3 clinical trial known as “Liberatus” in March 2019 and last patient last visit
in July 2019. In September 2019, we announced that our Phase 3 clinical trial of RP-G28 for LI failed to demonstrate statistical
significance in its pre-specified primary and secondary endpoints.
We
are continuing to analyze the results of the trial to better understand the data and clinical outcomes to assess a path forward,
which may include alternative strategic options. We have engaged A.G.P. as our exclusive financial advisor to help us explore
and evaluate strategic alternatives to enhance shareholder value, which may include an acquisition, merger, reverse merger, other
business combination, sale of assets, licensing or other strategic transactions. While our operating expenses have decreased significantly
since the completion of the Phase 3 clinical trial of RP-G28, we have made additional operating expense reductions, including
reductions to executive and board compensation, and will make further reductions as necessary.
We
have devoted substantially all of our resources to development efforts relating to RP-G28, including conducting clinical trials
of RP-G28, providing general and administrative support for these operations and protecting our intellectual property. We currently
do not have any products approved for sale and we have not generated any revenue from product sales since our inception.
Implications
of Being an Emerging Growth Company
We
are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. For as long as
we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are
applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in this prospectus supplement and our periodic reports and proxy statements and exemptions from
the requirements of holding nonbinding advisory votes on executive compensation and stockholder approval of any golden parachute
payments not previously approved. We can remain an emerging growth company until the earlier of (1) the last day of the fiscal
year (a) ending December 31, 2020, which is the end of the fiscal year following the fifth anniversary of the closing of our initial
public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be
a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million
as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the
prior three-year period. Even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller
reporting company” which would allow us to take advantage of many of the same exemptions from disclosure requirements, including
reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. Additionally, even
if we no longer qualify as an emerging growth company, as long as we are neither a “large accelerated filer” nor an
“accelerated filer,” we would not be required to comply with the auditor attestation requirements of Section 404 of
the Sarbanes-Oxley Act.
We
cannot predict if investors will find our securities less attractive if we choose to rely on these exemptions. If investors find
our securities less attractive because we choose to rely on these exemptions, there may be a less active trading market for our
securities and increased volatility in the price of our securities.
Under
the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards that have different effective
dates for public and private companies until those standards apply to private companies. We have elected to use this extended
transition period. As a result of this election, our timeline to comply with these standards will in many cases be delayed as
compared to other public companies that are not eligible to take advantage of this election or have not made this election. Therefore,
our financial statements may not be comparable to those of companies that comply with the public company effective dates for these
standards.
In
addition, if we cease to be an emerging growth company, we will no longer be able to use the extended transition period for complying
with new or revised accounting standards. As a result, changes in rules of U.S. generally accepted accounting principles or their
interpretation, the adoption of new guidance or the application of existing guidance to changes in our business could significantly
affect our financial position and results of operations.
Corporate
Information
We
were formed as a Nevada limited liability company on March 29, 2004 under the name Ritter Natural Sciences, LLC. On September
16, 2008, we converted into a Delaware corporation under the name Ritter Pharmaceuticals, Inc. Our principal executive offices
are located at 1880 Century Park East, #1000, Los Angeles, CA 90067, and our telephone number is (310) 203-1000. Our website address
is www.ritterpharmaceuticals.com. The information contained on, or that can be accessed through, our website is not part
of this prospectus supplement.
THE
OFFERING
Common
stock offered by us
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Shares
of our common stock having an aggregate offering price of up to $3,673,159.
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Common
stock to be outstanding after this offering
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Up
to 23,282,381 shares of common stock (as more fully described in the notes following this table), assuming sales of
13,118,425 shares in this offering at a public offering price of $0.28 per share, which was the closing price
of our common stock on the Nasdaq Capital Market, or Nasdaq, on November 6, 2019. The actual number of shares issued will
vary depending on how many shares of common stock we choose to sell and prices at which such sales occur.
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Manner
of offering
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“At
the market” offering that may be made from time to time through the sales agent. See “Plan of Distribution”
beginning on page S-11 of this prospectus supplement.
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Use
of Proceeds
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We
currently intend to use any net proceeds from this offering primarily for working capital and general corporate purposes.
See “Use of Proceeds” on page S-7 of this prospectus supplement.
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Risk
Factors
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Investing
in our common stock involves a high degree of risk. You should read the “Risk Factors” section in this prospectus
supplement and in the documents that are incorporated by reference in this prospectus supplement for a discussion of factors
to consider before deciding to purchase shares of our common stock.
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Nasdaq
Capital Market symbol
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“RTTR”
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The
number of shares of common stock to be outstanding after this offering is based on 10,163,956 shares of common stock outstanding
on November 6, 2019 and excludes:
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818,000
shares of common stock issuable upon conversion of 3,272
shares of Series A Convertible Preferred Stock at a conversion price of $4.00 per share;
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1,423,077
shares of common stock issuable upon conversion of 1,850 share of Series B Convertible Preferred Stock at a conversion price
of $1.30 per share;
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146,341
shares of common stock issuable upon conversion of 240 shares of Series C Convertible Preferred Stock at a conversion
price of $1.64 per share;
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1,344,135
shares of common stock issuable upon exercise of outstanding options, at a weighted average exercise price of
$10.24 per share, including (i) 187,259 shares of common stock underlying option granted under our 2008 Stock Plan, all
of which are vested as of such date, and (ii) 1,156,876 shares of common stock underlying options granted under our 2015
Equity Incentive Plan, 551,532 of which are vested as of such date;
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1,375,000
shares of common stock issuable upon the vesting of 1,375,000 restricted stock units granted under the 2015 Equity Incentive
Plan;
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183,124
shares of common stock reserved for future issuance under the 2015 Equity Incentive Plan; and
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8,413,017
shares of common stock issuable upon exercise of warrants outstanding, at a weighted average exercise price of $1.78 per share.
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RISK
FACTORS
Investment
in any securities offered pursuant to this prospectus supplement involves risks. You should carefully consider the risk factors
incorporated by reference to our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, and any subsequent
Quarterly Reports on Form 10-Q, Annual Report on Form 10-K, or Current Reports on Form 8-K we file after the date of this prospectus
supplement, and all other information contained or incorporated by reference into this prospectus supplement, as updated by our
subsequent filings under the Exchange Act, and the risk factors and other information contained in this prospectus supplement
and any applicable free writing prospectus before acquiring any of such securities. The occurrence of any of these risks might
cause you to lose all or part of your investment in the offered securities.
Risks
Related to this Offering and our Common Stock
Our
management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not
yield a significant return.
We
currently intend to use the net proceeds from this offering, if any, for general corporate purposes. However, we have not determined
the specific allocation of the net proceeds. Our management will have broad discretion over the use and investment of the net
proceeds of this offering, and, accordingly, investors in this offering will need to rely upon the judgment of our management
with respect to the use of proceeds, with only limited information concerning our specific intentions. These proceeds could be
applied in ways that do not improve our operating results or increase the value of your investment. Please see the section entitled
“Use of Proceeds” on page S-7 of this prospectus supplement for further information.
You
may experience immediate and substantial dilution
The
price per share of our common stock being offered may be higher than the net tangible book value per share of our common
stock outstanding prior to this offering. Assuming that an aggregate of 13,118,425 shares are sold at a price of $0.28 per
share, the last reported sale price of our common stock on the Nasdaq Capital Market on November 6, 2019, for aggregate
proceeds of approximately $3.7 million in this offering, and after deducting commissions and estimated aggregate
offering expenses payable by us, you will suffer immediate and substantial dilution of $0.03 per share, representing
the difference between the as adjusted net tangible book value per share of our common stock as of June 30, 2019 after giving
effect to this offering and the assumed offering price. For a further description of the dilution that you will experience
immediately after this offering, see the section in this prospectus supplement entitled “Dilution” on page
S-8.
It
is not possible to predict the aggregate proceeds resulting from sales made under the sales agreement.
Subject
to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement
notice to the sales agent at any time throughout the term of the sales agreement. The number of shares that are sold through such
agent after delivering a placement notice will fluctuate based on a number of factors, including the market price of our common
stock during the sales period, any limits we may set with the sales agent in any applicable placement notice and the demand for
our common stock. Because the price per share of each share sold pursuant to the sales agreement will fluctuate over time, it
is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the sales agreement.
The
common stock offered hereby may be sold in “at the market offerings,” and investors who buy shares at different times
will likely pay different prices.
Investors
who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different
levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary
the timing, prices and number of shares sold in this offering. In addition, subject to the final determination by our board of
directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for
shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering
as a result of sales made at prices lower than the prices they paid.
Future
sales and issuances of our common stock or rights to purchase common stock, including pursuant to our equity incentive plans,
could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.
To
the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution. We
may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner
we determine from time to time. If we sell common stock, convertible securities or other equity securities in more than one transaction,
investors may be materially diluted by subsequent sales. These sales may also result in material dilution to our existing stockholders,
and new investors could gain rights superior to our existing stockholders.
A
substantial number of shares may be sold in the market following this offering, which may depress the market price for our common
stock.
Sales
of a substantial number of shares of our common stock in the public market following this offering could cause the market price
of our common stock to decline. A substantial majority of the outstanding shares of our common stock are, and all of the shares
sold in this offering upon issuance will be, freely tradable without restriction or further registration under the Securities
Act, unless these shares are owned or purchased by “affiliates” as that term is defined in Rule 144 under the Securities
Act. As a result, these shares can be freely sold in the public market upon issuance, subject to restrictions under securities
laws.
The
price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for stockholders.
The
market price of our common stock has been volatile and has been subject to wide fluctuations in response to various factors, some
of which are beyond our control, including, the reporting of results from our clinical trials. These factors include those discussed
in this “Risk Factors” section of this prospectus supplement, our annual report on Form 10-K and quarterly reports
on Form 10-Q and others such as:
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results
of our clinical trials;
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results
of clinical trials of our competitors’ products;
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regulatory
actions with respect to our products or our competitors’ products;
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actual
or anticipated fluctuations in our financial condition and operating results;
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actual
or anticipated changes in our growth rate relative to our competitors;
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actual
or anticipated fluctuations in our competitors’ operating results or changes in their growth rate;
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competition
from existing products or new products that may emerge;
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announcements
by us, our potential future collaborators or our competitors of significant acquisitions, strategic collaborations, joint
ventures, or capital commitments;
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issuance
of new or updated research or reports by securities analysts;
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fluctuations
in the valuation of companies perceived by investors to be comparable to us;
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inconsistent
trading volume levels of our shares;
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additions
or departures of key management or scientific personnel;
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disputes
or other developments related to proprietary rights, including patents, litigation matters and our ability to obtain patent
protection for our technologies;
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announcement
or expectation of additional financing efforts;
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sales
of our common stock by us, our insiders or our other stockholders;
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market
conditions for biopharmaceutical stocks in general; and
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general
economic and market conditions.
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In
addition, the stock markets in general, and the markets for biopharmaceutical and biotechnology stocks in particular, have experienced
extreme volatility that may have been unrelated to the operating performance of the issuer. These broad market fluctuations may
adversely affect the market price or liquidity of our common stock. In the past, when the market price of a stock has been volatile,
holders of that stock have sometimes instituted securities class action litigation against the issuer. If any of our stockholders
were to bring such a lawsuit against us, we could incur substantial costs defending the lawsuit and the attention of our management
would be diverted from the operation of our business.
We
cannot be certain that RP-G28 will receive regulatory approval, and without regulatory approval we will not be able to market
RP-G28.
The
development of a product candidate and issues relating to its approval and marketing are subject to extensive regulation by the
Food and Drug Administration (“FDA”) in the United States, the European Medicines Agency (“EMA”) in Europe,
and regulatory authorities in other countries, with regulations differing from country to country. We are not permitted to market
our product candidates in the United States or Europe until we receive approval of a New Drug Application (“NDA”)
from the FDA or a Marketing Authorization Application (“MAA”) from the EMA, respectively. We have not submitted any
marketing applications for RP-G28.
We
completed enrollment in our Phase 3 clinical trial known as “Liberatus” in March 2019 and last patient las visit in
July 2019. In September 2019, we announced that our Phase 3 clinical trial of RP-G28 for LI failed to demonstrate statistical
significance in its pre-specified primary and secondary endpoints. While the Company is continuing to analyze the results of the
trial to better understand the data and clinical outcomes to assess a path forward for RP-G28, no further development efforts
of RP-G28 are currently ongoing.
We
may be required to conduct additional clinical trials of RP-G28 if we decide to continue its clinical development. We cannot predict
whether future trials and studies will be successful or whether regulators will agree with our conclusions regarding the preclinical
studies and clinical trials we have conducted to date and/or any we may conduct in the future.
If
we are unable to obtain approval from the FDA, the EMA or other regulatory agencies for RP-G28, we will not be able to market
RP-G28. If we are unable to market RP-G28, we may not be able to ever become profitable.
We
will require substantial additional funding, which may not be available to us on acceptable terms, or at all, and, if not so available,
may require us to delay, limit, reduce or cease our operations.
We
will need to secure additional financing in order to fund our continuing operations. The failure of RP-G28 to demonstrate statistical
significance in its Phase 3 clinical trial will make it more difficult to raise additional financing. We can provide no assurances
that any additional sources of financing will be available to us on favorable terms, if at all. If we are unable to obtain funding
on a timely basis, we may be required to significantly curtail our operations. We also could be required to seek funds through
arrangements with collaborative partners or otherwise that may require us to relinquish rights to RP-G28 or otherwise agree to
terms unfavorable to us.
If
we engage in an acquisition, reorganization or business combination, we will incur a variety of risks that could adversely affect
our business operations or our stockholders.
We
have engaged A.G.P. as our exclusive financial advisor to help us explore and evaluate strategic alternatives to enhance shareholder
value, which may include an acquisition, merger, reverse merger, other business combination, sale of assets, licensing or other
strategic transactions. If we engage in a strategic transaction, we could, among other things:
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issue
equity securities that would dilute our current stockholders’ percentage ownership;
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incur
substantial debt that may place further strains on our operations;
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spend
substantial operational, financial and management resources to integrate new businesses, technologies and products;
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assume
substantial actual or contingent liabilities;
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Reprioritize our development programs and even
cease development and commercialization of RP-G28; and/or
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merge
with, or otherwise enter into a business combination with, another company in which our stockholders would receive cash
and/or shares of the other company on terms that certain of our stockholders may not deem desirable.
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Although
we intend to evaluate and consider potential acquisitions, reorganizations and business combinations pursuant to our arrangement
with A.G.P., we have no agreements or understandings with respect to any acquisition, reorganization or business combination at
this time.
Our
failure to meet the continued listing requirements of Nasdaq could result in a de-listing of our common stock.
If
we fail to satisfy the continued listing requirements of Nasdaq, Nasdaq may take steps to de-list our common stock. Such a de-listing
would likely have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common
stock when you wish to do so. In the event of a de-listing, we would take actions to restore our compliance with Nasdaq’s
listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become
listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping
below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.
On
August 19, 2019, we received a written notice (the “Stockholders’ Equity Notice”) from Nasdaq indicating that
we were not in compliance with Nasdaq Listing Rule 5550(b)(1) (“Rule 5550(b)(1)”) as our stockholders’ equity,
as reported in our Quarterly Report on Form 10-Q for the period ended June 30, 2019, was below $2.5 million, which is the minimum
stockholders’ equity required for compliance with Rule 5550(b)(1). Further, as of August 19, 2019, the Company did not satisfy
the conditions for the alternative market value of listed securities standard for continued listing or the net income standard
for continued listing. The Stockholders’ Equity Notice has no immediate effect on the listing of our common stock on The
Nasdaq Capital Market. As required by the Stockholders’ Equity Notice, we submitted a plan to regain compliance to Nasdaq.
If Nasdaq accepts our plan, Nasdaq may grant us an extension of up to 180 calendar days from the date of the Stockholders’
Equity Notice, or until February 15, 2020, to demonstrate compliance. If Nasdaq does not accept our plan to regain compliance,
we will have the right to appeal such decision to a Nasdaq hearings panel.
On
October 28, 2019, we received a second written notice (the “Bid Price Notice”) from Nasdaq notifying us that, because
the closing bid price for our common stock had been below $1.00 per share for 30 consecutive business days, we no longer comply
with the minimum bid price requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires
listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and Listing
Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a
period of 30 consecutive business days. The Bid Price Notice has no immediate effect on the listing of our common stock on The
Nasdaq Capital Market. Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(A), we have been provided an initial compliance period of
180 calendar days, or until April 27, 2020, to regain compliance with the Minimum Bid Price Requirement. During the compliance
period, our shares of common stock will continue to be listed and traded on The Nasdaq Capital Market. To regain compliance, the
closing bid price of our common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days during
the 180 calendar day grace period. In the event we are not in compliance with the Minimum Bid Price Requirement by April 27, 2020,
we may be afforded a second 180 calendar day grace period. To qualify, we would be required to meet the continued listing requirements
for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception
of the Minimum Bid Price Requirement. In addition, we would be required to provide written notice of our intention to cure the
minimum bid price deficiency during this second 180 day compliance period by effecting a reverse stock split, if necessary. We
intend to actively monitor the bid price of our common stock between now and April 27, 2020 and will consider available options
to regain compliance with the Minimum Bid Price Requirement.
We
are not in good standing in the State of Delaware, the state of our incorporation, as a result of outstanding franchise taxes.
We
are currently not in good standing with the State of Delaware, the state of our incorporation, due to outstanding corporate franchise
taxes owed to the State of Delaware for fiscal year 2019. We have been assessed approximately $120,000 in franchise taxes
due to the State of Delaware. Our loss of good standing with the State of Delaware could have negative consequences for us and
our business including: (i) possible loss of access to the courts; (ii) difficulties in securing capital and financing from lenders;
(iii) tax liens being imposed on us; (iv) a loss of name rights; (v) administrative dissolution or revocation; and/or (vi) fines
and penalties.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some
of the statements in this prospectus supplement, accompanying base prospectus and the documents incorporated by reference herein
and therein may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of
1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934 as amended, or the Exchange Act.
These statements relate to future events concerning our business and to our future revenues, operating results and financial condition.
In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,”
“would,” “should,” “expect,” “plan,” “anticipate,” “intend,”
“believe,” “estimate,” “forecast,” “predict,” “propose,” “potential”
or “continue,” or the negative of those terms or other comparable terminology.
Any
forward looking statements contained in this prospectus supplement, accompanying base prospectus or the documents incorporated
by reference herein and therein are only estimates or predictions of future events based on information currently available to
our management and management’s current beliefs about the potential outcome of future events. Whether these future events
will occur as management anticipates, whether we will achieve our business objectives, and whether our revenues, operating results
or financial condition will improve in future periods are subject to numerous risks. There are a number of important factors that
could cause actual results to differ materially from the results anticipated by these forward-looking statements. These important
factors include those that we discuss under the heading “Risk Factors” and in other sections of our Annual Report
on Form 10-K for the year ended December 31, 2018, our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31,
2019 and June 30, 2019, each filed with the SEC, as well as in our Current Reports filed on Form 8-K from time to time with the
SEC, that are incorporated by reference into this prospectus. You should read these factors and the other cautionary statements
made in this prospectus and in the documents we incorporate by reference into this prospectus as being applicable to all related
forward-looking statements wherever they appear in this prospectus or the documents we incorporate by reference into this prospectus.
If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance
or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking
statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
USE
OF PROCEEDS
The
amount of proceeds from this offering will depend upon the number of shares of our common stock sold and the market price at which
they are sold. There can be no assurance that we will be able to sell any shares under or fully utilize the sales agreement with
A.G.P. as a source of financing.
We
currently intend to use any net proceeds from this offering primarily for working capital and general corporate purposes.
Pending
our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments,
including short-term, investment-grade, interest-bearing instruments and U.S. government securities.
DILUTION
If
you invest in our common stock in this offering, your ownership interest will be diluted to the extent of the difference between
the price per share you pay in this offering and our as adjusted net tangible book value per share after this offering. We calculate
net tangible book value per share by dividing our net tangible book value, which is tangible assets less total liabilities, by
the number of outstanding shares of our common stock.
Our
historical net tangible book value as of June 30, 2019 was approximately $2.0 million, or $0.22 per share. Net
tangible book value per share after this offering gives effect to the sale of $3.7 million of common stock in this
offering at an assumed offering price of $0.28 per share, which was the closing price of our common stock as reported
on Nasdaq on November 6, 2019, after deducting offering commissions and estimated expenses payable by us. Our adjusted
net tangible book value as of June 30, 2019, after giving effect to this offering as described above, would have been
approximately $5.6 million, or $0.26 per share of common stock. This represents an immediate increase in net
tangible book value of $0.04 per share to existing stockholders and an immediate dilution of $0.02 per share to
new investors purchasing our common stock in this offering at the assumed offering price.
Dilution
per share to new investors is determined by subtracting as adjusted net tangible book value per share after this offering from
the assumed public offering price per share paid by new investors. The following table illustrates the per share dilution:
Assumed
offering price per share
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$
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0.28
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Net
tangible book value per share as of June 30, 2019
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$
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0.22
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Increase
in net tangible book value per share attributable to new investors attributable to this offering
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$
|
0.03
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As
adjusted net tangible book value per share as of June 30, 2019, after giving effect to this offering
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|
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$
|
0.25
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|
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|
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Dilution
in net tangible book value per share to new investors participating in this offering
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|
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$
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0.03
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|
The
table above assumes for illustrative purposes that an aggregate of 13,118,425 shares of our common stock are sold at a
price of $0.28 per share, the last reported sale price of our common stock on The Nasdaq Capital Market on November 6,
2019, for aggregate gross proceeds of approximately $3.7 million. The shares sold in this offering, if any, will be sold
from time to time at various prices. An increase of $0.10 per share in the price at which the shares are sold from the assumed
offering price of $0.28 per share shown in the table above, assuming all of our common stock in the aggregate amount of
approximately $3.7 million is sold at that price, would result in an increase to our adjusted net tangible book value per
share after the offering to $0.29 and an increase in the dilution in net tangible book value per share to new investors
in this offering to $0.09, after deducting commissions payable by us. A decrease of $0.10 per share in the price at which
the shares are sold from the assumed offering price of $0.28 per share shown in the table above, assuming all of our common
stock in the aggregate amount of approximately $3.7 million is sold at that price, would result in a decrease to our adjusted
net tangible book value per share after the offering to $0.19 and accretion in net tangible book value per share
to new investors in this offering of $0.01 after deducting commissions payable by us. This information is supplied
for illustrative purposes only, and will adjust based on the actual offering prices, the actual number of shares that we offer
and sell in this offering and other terms of each sale of shares in this offering.
The
above discussion and table are based on 9,042,330 shares of our common stock outstanding as of June 30, 2019 and excludes, as
of that date:
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1,020,000
shares of common stock issuable upon conversion of 4,080 shares of Series A Convertible Preferred Stock at a conversion price
of $4.00 per share;
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●
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2,307,692
shares of common stock issuable upon conversion of 3,000
shares of Series B Convertible Preferred Stock at a conversion price of $1.30 per share;
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●
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146,341
shares of common stock issuable upon conversion of 240 shares of Series C Convertible Preferred Stock at a conversion price of
$1.64 per share;
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●
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1,341,135
shares of common stock issuable upon exercise of outstanding options, at a weighted average exercise price of $10.25
per share, including (i) 187,259 shares of common stock underlying option granted under our 2008 Stock Plan, all of which
are vested as of such date, and (ii) 1,153,876 shares of common stock underlying options granted under our 2015 Equity Incentive
Plan, 466,688 of which are vested as of such date;
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●
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1,111,666
shares of common stock issuable upon the vesting of 1,111,666 restricted stock units granted under the 2015 Equity Incentive Plan;
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●
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186,124
shares of common stock reserved for future issuance under the 2015 Equity Incentive Plan; and
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●
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8,413,017
shares of common stock issuable upon exercise of warrants outstanding, at a weighted average exercise price of $1.78 per share.
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To
the extent that options or warrants are exercised, new options are issued under our 2008 Stock Plan and 2015 Equity Incentive
Plan, or we issue additional shares of common stock in the future, there may be further dilution to investors participating in
this offering. In addition, we may choose to raise additional capital because of market conditions or strategic considerations,
even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through
the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.
DESCRIPTION
OF CAPITAL STOCK
General
The
following description of our capital stock and certain provisions of our amended and restated certificate of incorporation and
amended and restated bylaws are summaries and are qualified by reference to our amended and restated certificate of incorporation
and our amended and restated bylaws.
Our
authorized capital stock consists of 240,000,000 shares, all with a par value of $0.001 per share, 225,000,000 of which are designated
as common stock and 15,000,000 of which are designated as preferred stock, consisting of (i) 9,500 shares that have been designated
Series A Convertible Preferred Stock, (ii) 6,000 shares that have been designated as Series B Convertible Preferred Stock, and
(iii) 1,880 shares that have been designated as Series C Convertible Preferred Stock.
As
of November 6, 2019, we had 36 holders of record of our common stock, which excludes stockholders whose shares were held in
nominee or street name by brokers. The actual number of common stockholders is greater than the number of record holders and includes
stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number of
holders of record also does not include stockholders whose shares may be held in trust by other entities.
Common
Stock
Pursuant
to the terms of our amended and restated certificate of incorporation, the holders of common stock are entitled to one vote per
share on all matters to be voted upon by the stockholders, except on matters relating solely to terms of preferred stock. Subject
to preferences that may be applicable to any outstanding preferred stock, the holders of common stock will be entitled to receive
ratably such dividends, if any, as may be declared from time to time by the board of directors out of funds legally available
therefor. See “Dividend Policy.” In the event of our liquidation, dissolution or winding up, the holders of our common
stock will be entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights
of preferred stock, if any, then outstanding. The holders of our common stock will have no preemptive or conversion rights or
other subscription rights. There will be no redemption or sinking fund provisions applicable to our common stock.
As of November 6, 2019,
we had 10,163,956 shares of our common stock outstanding.
Preferred
Stock
Pursuant
to the terms of our amended and restated certificate of incorporation, our board of directors has the authority to issue preferred
stock in one or more classes or series and to fix the designations, powers, preferences and rights, and the qualifications, limitations
or restrictions thereof, including dividend rights, conversion right, voting rights, terms of redemption, liquidation preferences
and the number of shares constituting any class or series, without further vote or action by the stockholders.
The
issuance of shares of preferred stock, or the issuance of rights to purchase such shares, may decrease the amount of earnings
and assets available for distribution to the holders of common stock, could adversely affect the rights and powers, including
voting rights, of the common stock, and could have the effect of delaying, deterring or preventing a change of control of us or
an unsolicited acquisition proposal.
As of November 6, 2019,
we had 5,362 shares of preferred stock outstanding, consisting of (i) 3,272 shares of Series A Convertible Preferred
Stock, (ii) 1,850 shares of Series B Convertible Preferred Stock, and (iii) 240 shares of Series C Convertible Preferred Stock.
Equity
Incentive Plans
As
of November 6, 2019, we had outstanding options to acquire 1,344,135 shares of our common stock, having a weighted-average exercise
price of $10.24 per share. We also had 1,375,000 restricted stock units outstanding. Each restricted stock unit represents a contingent
right to receive one share of our common stock provided certain timing and/or performance conditions are satisfied.
Warrants
As
of November 6, 2019, we had outstanding warrants to purchase an aggregate of 8,413,017 shares of our common stock, having a
weighted-average exercise price of $1.78 per share.
Anti-Takeover
Effects of Delaware Law and Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws
The
provisions of Delaware law and our amended and restated certificate of incorporation and amended and restated bylaws, could discourage
or make it more difficult to accomplish a proxy contest or other change in our management or the acquisition of control by a holder
of a substantial amount of our voting stock. It is possible that these provisions could make it more difficult to accomplish,
or could deter, transactions that stockholders may otherwise consider to be in their best interests or in our best interests.
These provisions are intended to enhance the likelihood of continuity and stability in the composition of our board of directors
and in the policies formulated by the board of directors and to discourage certain types of transactions that may involve an actual
or threatened change of our control. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal
and to discourage certain tactics that may be used in proxy fights. Such provisions also may have the effect of preventing changes
in our management.
Delaware
Statutory Business Combinations Provision. We are subject to the anti-takeover provisions of Section 203 of the Delaware General
Corporation Law, or the DGCL. Section 203 prohibits a publicly-held Delaware corporation from engaging in a “business combination”
with an “interested stockholder” for a period of three years after the date of the transaction in which the person
became an interested stockholder, unless the business combination is, or the transaction in which the person became an interested
stockholder was, approved in a prescribed manner or another prescribed exception applies. For purposes of Section 203, a “business
combination” is defined broadly to include a merger, asset sale or other transaction resulting in a financial benefit to
the interested stockholder, and, subject to certain exceptions, an “interested stockholder” is a person who, together
with his or her affiliates and associates, owns, or within three years prior, did own, 15% or more of the corporation’s
voting stock.
Election
and Removal of Directors. Except as may otherwise be provided by the DGCL, any director or the entire board of directors may
be removed, with or without cause, at an annual meeting or a special meeting called for that purpose, by the affirmative vote
of the majority of the votes cast by the shares of our capital stock present in person or represented by proxy at such meeting
and entitled to vote thereon, provided a quorum is present. Vacancies on our board of directors resulting from the removal of
directors and newly created directorships resulting from any increase in the number of directors may be filled solely by the affirmative
vote of a majority of the remaining directors then in office (although less than a quorum) or by the sole remaining director.
This system of electing and removing directors may discourage a third party from making a tender offer or otherwise attempting
to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of our directors.
Our amended and restated certificate of incorporation and amended and restated bylaws do not provide for cumulative voting in
the election of directors.
Advance
Notice Provisions for Stockholder Proposals and Stockholder Nominations of Directors. Our amended and restated bylaws provide
that, for nominations to the board of directors or for other business to be properly brought by a stockholder before a meeting
of stockholders, the stockholder must first have given timely notice of the proposal in writing to our Secretary. For an annual
meeting, a stockholder’s notice generally must be delivered not less than 90 days or more than 120 days prior to the anniversary
of the previous year’s annual meeting.
Special
Meetings of Stockholders. Special meetings of the stockholders may be called at any time only by the board of directors, the
Chairman of the board of directors, the Chief Executive Officer or the President, subject to the rights of the holders of any
series of preferred stock then outstanding.
Blank-Check
Preferred Stock. Our board of directors is authorized to issue, without stockholder approval, preferred stock, the rights
of which will be determined at the discretion of the board of directors and that, if issued, could operate as a “poison
pill” to dilute the stock ownership of a potential hostile acquirer to prevent an acquisition that our board of directors
does not approve.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Corporate Stock Transfer, Inc.
Stock
Market Listing
Our
common stock is listed on The Nasdaq Capital Market under the symbol “RTTR.”
PLAN
OF DISTRIBUTION
We have entered into the
sales agreement with A.G.P. under which we may issue and sell shares of our common stock from time to time to or through A.G.P.,
acting as our sales agent. Due to the offering limitations applicable to us under General
Instruction I.B.6. of Form S-3 and our public float as of the date of this prospectus supplement, and in accordance with the terms
of the sales agreement, we are offering shares of common stock having an aggregate gross sales price of up to $3,673,159
pursuant to this prospectus supplement. If our public float increases such that
we may sell additional amounts under the sales agreement and the registration statement of which this prospectus supplement is
a part, we will file another prospectus supplement prior to making additional sales. The sales of our common stock, if any, under
this prospectus supplement will be made at market prices by any method deemed to be an “at the market offering” as
defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the Nasdaq Capital Market, on any other existing
trading market for our common stock or to or through a market maker.
Each
time that we wish to issue and sell shares of our common stock under the sales agreement, we will provide A.G.P. with a
placement notice describing the amount of shares to be sold, the time period during which sales are requested to be made, any
limitation on the amount of shares of common stock that may be sold in any single day, any minimum price below which sales
may not be made or any minimum price requested for sales in a given time period and any other instructions relevant to such
requested sales. Upon receipt of a placement notice, A.G.P., acting as our sales agent, will use commercially reasonable
efforts, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations
and the rules of the Nasdaq Capital Market, to sell shares of our common stock under the terms and subject to the conditions
of the placement notice and the sales agreement. We or A.G.P. may suspend the offering of common stock pursuant to a
placement notice upon notice and subject to other conditions.
Settlement
for sales of common stock, unless the parties agree otherwise, will occur on the second trading day following the date on which
any sales are made in return for payment of the net proceeds to us. There are no arrangements to place any of the proceeds of
this offering in an escrow, trust or similar account. Sales of our common stock as contemplated in this prospectus supplement
will be settled through the facilities of The Depository Trust Company or by such other means as we and A.G.P. may agree upon.
We
will pay A.G.P. commissions for its services in acting as our sales agent in the sale of our common stock pursuant to the sales
agreement. A.G.P. will be entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds from the sale of our
common stock on our behalf pursuant to the sales agreement. We have also agreed to reimburse A.G.P. for its reasonable and documented
out-of-pocket expenses (including but not limited to the reasonable and documented fees and expenses of its legal counsel) in
an amount not to exceed $30,000.
We
estimate that the total expenses for this offering, excluding compensation payable to A.G.P. and certain expenses reimbursable
to A.G.P. under the terms of the sales agreement, will be approximately $75,000. The remaining
sales proceeds, after deducting any expenses payable by us and any transaction fees imposed by any governmental, regulatory, or
self-regulatory organization in connection with the sales, will equal our net proceeds for the sale of such common stock.
Because
there are no minimum sale requirements as a condition to this offering, the actual total public offering price, commissions and
net proceeds to us, if any, are not determinable at this time. The actual dollar amount and number of shares of common stock we
sell through this prospectus supplement will be dependent, among other things, on market conditions and our capital raising requirements.
We
will report at least quarterly the number of shares of common stock sold through A.G.P. under the sales agreement, the net proceeds
to us and the compensation paid by us to A.G.P. in connection with the sales of common stock under the sales agreement.
In
connection with the sale of the common stock on our behalf, A.G.P. will be deemed to be an “underwriter” within the
meaning of the Securities Act, and the compensation of A.G.P. will be deemed to be underwriting commissions or discounts. We have
agreed to provide indemnification and contribution to A.G.P. against certain civil liabilities, including liabilities under the
Securities Act.
A.G.P.
will not engage in any market making activities involving our common stock while the offering is ongoing under this prospectus
supplement if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act.
As our sales agent, A.G.P. will not engage in any transactions that stabilizes our common
stock.
The
offering pursuant to the sales agreement will terminate upon the earlier of (i) the sale of all shares of common stock subject
to the sales agreement and (ii) termination of the sales agreement as permitted therein. We may terminate the sales agreement
in our sole discretion at any time by giving 10 days’ prior notice to A.G.P. A.G.P. may terminate the sales agreement under
the circumstances specified in the sales agreement and in its sole discretion at any time by giving 10 days’ prior notice
to us.
The
sales agreement has been filed as an exhibit to a current report on Form 8-K that we filed with the Commission in connection with
this offering and is incorporated into this prospectus supplement by reference.
We
have engaged A.G.P. as our exclusive financial advisor to help us explore and evaluate strategic alternatives to enhance shareholder
value.
A.G.P.
and/or its affiliates have provided, and may in the future provide, various investment banking and other financial services for
us, for which services they have received and may in the future receive customary fees.
This
prospectus supplement in electronic format may be made available on a website maintained by A.G.P., and A.G.P. may distribute
this prospectus supplement electronically.
LEGAL
MATTERS
The
validity of the common stock being offered will be passed upon for us by Reed Smith LLP, New York, New York. Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C., New York, New York is counsel for A.G.P. in connection with this offering.
EXPERTS
Mayer
Hoffman McCann P.C., our independent registered public accounting firm, has audited our balance sheets as of December 31, 2018
and 2017, and the related Statements of Operations and Comprehensive Loss, Statements of Changes in Stockholders’ Equity
and Statements of Cash Flows for each of the two years in the period ended December 31, 2018, as set forth in their report, which
report expresses an unqualified opinion and includes an explanatory paragraph relating to our ability to continue as a going concern.
We have incorporated by reference our financial statements in this prospectus supplement and in the registration statement filed
on July 24, 2019 in reliance on the report of Mayer Hoffman McCann P.C. given on their authority as experts in accounting and
auditing.
WHERE
YOU CAN FIND MORE INFORMATION
As
permitted by SEC rules, this prospectus supplement omits certain information that is included in the registration statement of
which this prospectus supplement forms a part and its exhibits. Since this prospectus supplement may not contain all of the information
that you may find important, we urge you to review the full text of these documents. If we have filed a contract, agreement or
other document as an exhibit to the registration statement of which this prospectus supplement forms a part, please read the exhibit
for a more complete understanding of the document or matter involved. Each statement in this prospectus supplement, including
statements incorporated by reference as discussed above, regarding a contract, agreement or other document is qualified in its
entirety by reference to the actual document.
We
are subject to the information reporting requirements of the Exchange Act and, in accordance with these requirements, we file
annual, quarterly and current reports, proxy statements, information statements, and other information with the SEC. Our SEC filings
are available to the public over the Internet at the SEC’s website at www.sec.gov. In addition, we provide free access
to these materials through our website, www.ritterpharmaceuticals.com, as soon as reasonably practicable after they are
filed with or furnished to the SEC.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows
us to disclose important information to you by referring you to those other documents. The information incorporated by reference
is an important part of this prospectus supplement, and information that we file later with the SEC will automatically update
and supersede this information. This prospectus supplement omits certain information contained in the registration statement,
as permitted by the SEC. You should refer to the registration statement including the exhibits, for further information about
us and the securities we may offer pursuant to this prospectus supplement. Statements in this prospectus supplement regarding
the provisions of certain documents filed with, or incorporated by reference in, the registration statement are not necessarily
complete and each statement is qualified in all respects by that reference. Copies of all or any part of the registration statement,
including the documents incorporated by reference or the exhibits, may be obtained upon payment of the prescribed rates at the
offices of the SEC listed above in “Where You Can Find More Information.” The documents we are incorporating by reference
are:
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our
Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the SEC on April 1, 2019; and
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our
proxy statement filed with the SEC on April 26, 2019;and
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our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019, filed with the SEC on May 15, 2019, and our Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2019, filed with the SEC on August 14, 2019; and
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our
Current Reports on Form 8-K filed on March 6, 2019, June 17, 2019, July 1, 2019, July 11, 2019, July 24, 2019, August 23,
2019, September 12, 2019, September 18, 2019, October 15, 2019 and November 1, 2019; and
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the
description of the Company’s Common Stock contained in the Company’ Registration Statement on Form 8-A (File No.
1-37428) filed on June 15, 2015, including any amendment or report filed for the purpose of updating such description
|
In
addition, all documents that the Company files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, as
amended (the “Exchange Act”), subsequent to the filing of this prospectus supplement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof
from the date of filing of such documents, except as to any document or portion of any document that is deemed furnished and not
filed.
Pursuant
to Rule 412 under the Securities Act, any statement contained in the documents incorporated or deemed to be incorporated by reference
in this prospectus supplement shall be deemed to be modified, superseded or replaced for purposes of this prospectus supplement
to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference in this prospectus supplement modifies, supersedes or replaces such statement. Any such statement
so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of
this this prospectus supplement.
Upon
written or oral request made to us at the address or telephone number below, we will, at no cost to the requester, provide to
each person, including any beneficial owner, to whom this this prospectus supplement is delivered, a copy of any or all of the
information that has been incorporated by reference into this prospectus supplement (other than an exhibit to a filing, unless
that exhibit is specifically incorporated by reference into that filing), but not delivered with this prospectus supplement:
Ritter
Pharmaceuticals, Inc.
1880
Century Park East, Suite 1000
Los
Angeles, California 90067
(310)
203-1000
PROSPECTUS
RITTER
PHARMACEUTICALS, INC.
$150,000,000
COMMON
STOCK
PREFERRED
STOCK
DEBT
SECURITIES
WARRANTS
RIGHTS
UNITS
This
prospectus will allow us to issue, from time to time at prices and on terms to be determined at or prior to the time of the offering,
up to $150,000,000 of any combination of the securities described in this prospectus, either individually or in units. We may
also offer common stock or preferred stock upon conversion of or exchange for the debt securities; and common stock or preferred
stock or debt securities upon the exercise of warrants or rights.
This
prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We
will provide you with the specific terms of any offering in one or more supplements to this prospectus. The prospectus supplements
will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information
contained in this document. You should read this prospectus and any prospectus supplement, as well as any documents incorporated
by reference into this prospectus or any prospectus supplement, carefully before you invest.
Our
securities may be sold directly by us to you, through agents designated from time to time or to or through underwriters or dealers.
For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution”
in this prospectus and in the applicable prospectus supplement. If any underwriters or agents are involved in the sale of our
securities with respect to which this prospectus is being delivered, the names of such underwriters or agents and any applicable
fees, commissions or discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public
of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement.
Our
common stock is listed on the Nasdaq Capital Market, under the symbol “RTTR.” On July 23, 2019, the last reported
sale price of our common stock on the Nasdaq Capital Market was $1.01 per share.
As
of July 23, 2019, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $8.5
million, based on 9,350,026 shares of outstanding common stock, of which 8,363,969 shares were held by non-affiliates,
and a per share price of $1.01 based on the closing sale price of our common stock as of July 23, 2019. Pursuant
to General Instruction I.B.6 of Form S-3, in no event will we sell securities pursuant to this prospectus with a value of more
than one-third of the aggregate market value of our common stock held by non-affiliates in any twelve-month period, so long as
the aggregate market value of our common stock held by non-affiliates is less than $75,000,000. In the event that subsequent to
the date of this prospectus, the aggregate market value of our outstanding common stock held by non-affiliates equals or exceeds
$75,000,000, then the one-third limitation on sales shall not apply to additional sales made pursuant to this prospectus. We have
not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the twelve calendar months prior to and including
the date of this prospectus.
Investing
in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully
the risks that we have described on page 2 of this prospectus under the caption “Risk Factors.” We may include specific
risk factors in supplements to this prospectus under the caption “Risk Factors.” This prospectus may not be used to
sell our securities unless accompanied by a prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is August 1, 2019
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a
“shelf” registration process. Under this shelf registration process, we may offer shares of our common stock, preferred
stock, various series of debt securities and/or warrants or rights to purchase any of such securities, either individually or
in units, in one or more offerings, with a total value of up to $150,000,000. This prospectus provides you with a general description
of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus
supplement that will contain specific information about the terms of that offering.
This
prospectus does not contain all of the information included in the registration statement. For a more complete understanding of
the offering of the securities, you should refer to the registration statement, including its exhibits. The prospectus supplement
may also add, update or change information contained or incorporated by reference in this prospectus. However, no prospectus supplement
will offer a security that is not registered and described in this prospectus at the time of its effectiveness. This prospectus,
together with the applicable prospectus supplements and the documents incorporated by reference into this prospectus, includes
all material information relating to the offering of securities under this prospectus. You should carefully read this prospectus,
the applicable prospectus supplement, the information and documents incorporated herein by reference and the additional information
under the heading “Where You Can Find More Information” before making an investment decision.
You
should rely only on the information we have provided or incorporated by reference in this prospectus or any prospectus supplement.
We have not authorized anyone to provide you with information different from that contained or incorporated by reference in this
prospectus. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained
or incorporated by reference in this prospectus. You must not rely on any unauthorized information or representation. This prospectus
is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to
do so. You should assume that the information in this prospectus or any prospectus supplement is accurate only as of the date
on the front of the document and that any information we have incorporated herein by reference is accurate only as of the date
of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference in the accompanying prospectus were made solely for the benefit of the parties to such
agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be
deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate
only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately
representing the current state of our affairs.
This
prospectus may not be used to consummate sales of our securities, unless it is accompanied by a prospectus supplement. To the
extent there are inconsistencies between any prospectus supplement, this prospectus and any documents incorporated by reference,
the document with the most recent date will control.
We
were formed as a Nevada limited liability company on March 29, 2004 under the name Ritter Natural Sciences, LLC. On September
16, 2008, we converted into a Delaware corporation under the name Ritter Pharmaceuticals, Inc. Unless the context otherwise requires,
“Ritter,” “the Company,” “we,” “us,” “our” and similar terms refer
to Ritter Pharmaceuticals, Inc.
PROSPECTUS
SUMMARY
The
following is a summary of what we believe to be the most important aspects of our business and the offering of our securities
under this prospectus. We urge you to read this entire prospectus, including the more detailed consolidated financial statements,
notes to the consolidated financial statements and other information incorporated by reference from our other filings with the
SEC or included in any applicable prospectus supplement. Investing in our securities involves risks. Therefore, carefully consider
the risk factors set forth in any prospectus supplements and in our most recent annual and quarterly filings with the SEC, as
well as other information in this prospectus and any prospectus supplements and the documents incorporated by reference herein
or therein, before purchasing our securities. Each of the risk factors could adversely affect our business, operating results
and financial condition, as well as adversely affect the value of an investment in our securities.
The
Company
Ritter
Pharmaceuticals, Inc. develops novel therapeutic products that modulate the gut microbiome to treat digestive disorders and gastrointestinal
diseases. The Company’s lead product candidate, RP-G28, is an orally administered, high purity galacto-oligosaccharide,
currently in Phase 3 clinical development for the treatment of lactose intolerance (“LI”), a condition that affects
millions of people worldwide. RP-G28 is designed to selectively stimulate the growth of lactose-metabolizing bacteria in the colon,
thereby effectively adapting the gut microbiome to assist in digesting lactose (the sugar found in milk) that reaches the large
intestine. RP-G28 has the potential to become the first drug approved by the Food and Drug Administration for the treatment of
LI. The Company is further exploring the functionality and discovering the therapeutic potential that gut microbiome changes may
have on treating/preventing a variety of conditions including gastrointestinal diseases, cancer, metabolic, and liver diseases.
The Company intends to expand its product pipeline and create added value in the future by evaluating RP-G28 in other indications,
developing additional products based on its underlying, microbiome-modulating technology or in-licensing complementary products
to treat these, or other, conditions.
Corporate
Information
We
were formed as a Nevada limited liability company on March 29, 2004 under the name Ritter Natural Sciences, LLC. On September
16, 2008, we converted into a Delaware corporation under the name Ritter Pharmaceuticals, Inc. Our principal executive offices
are located at 1880 Century Park East, #1000, Los Angeles, CA 90067, and our telephone number is (310) 203-1000. Our website address
is www.ritterpharmaceuticals.com. The information contained on, or that can be accessed through, our website is not part
of this prospectus.
Offerings
Under This Prospectus
Under
this prospectus, we may offer shares of our common stock, preferred stock, various series of debt securities and/or warrants or
rights to purchase any of such securities, either individually or in units, with a total value of up to $150,000,000, from time
to time at prices and on terms to be determined by market conditions at the time of the offering. This prospectus provides you
with a general description of the securities we may offer. Each time we offer a type or series of securities under this prospectus,
we will provide a prospectus supplement that will describe the specific amounts, prices and other important terms of the securities.
The
prospectus supplement also may add, update or change information contained in this prospectus or in documents we have incorporated
by reference into this prospectus. However, no prospectus supplement will fundamentally change the terms that are set forth in
this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness.
We
may sell the securities directly to investors or to or through agents, underwriters or dealers. We, and our agents or underwriters,
reserve the right to accept or reject all or part of any proposed purchase of securities. If we offer securities through agents
or underwriters, we will include in the applicable prospectus supplement:
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the
names of those agents or underwriters;
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applicable
fees, discounts and commissions to be paid to them;
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details
regarding over-allotment options, if any; and
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the
net proceeds to us.
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RISK
FACTORS
Please
carefully consider the risk factors described in our periodic reports filed with the SEC, which are incorporated by reference
in this prospectus. Before making an investment decision, you should carefully consider these risks as well as other information
we include or incorporate by reference in this prospectus or include in any applicable prospectus supplement. Additional risks
and uncertainties not presently known to us or that we deem currently immaterial may also impair our business operations or adversely
affect our results of operations or financial condition.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some
of the statements in this prospectus and in any prospectus supplement we may file constitute “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E
of the Securities Exchange Act of 1934 as amended (the “Exchange Act”). These statements relate to future events concerning
our business and to our future revenues, operating results and financial condition. In some cases, you can identify forward-looking
statements by terminology such as “may,” “will,” “could,” “would,” “should,”
“expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,”
“forecast,” “predict,” “propose,” “potential” or “continue,” or the
negative of those terms or other comparable terminology.
Any
forward looking statements contained in this prospectus or any prospectus supplement are only estimates or predictions of future
events based on information currently available to our management and management’s current beliefs about the potential outcome
of future events. Whether these future events will occur as management anticipates, whether we will achieve our business objectives,
and whether our revenues, operating results or financial condition will improve in future periods are subject to numerous risks.
There are a number of important factors that could cause actual results to differ materially from the results anticipated by these
forward-looking statements. These important factors include those that we discuss under the heading “Risk Factors”
and in other sections of our Annual Report on Form 10-K for the year ended December 31, 2018, our Quarterly Reports on Form 10-Q
for the quarterly period ended March 31, 2019, each filed with the SEC, as well as in our Current Reports filed on Form 8-K from
time to time with the SEC, that are incorporated by reference into this prospectus. You should read these factors and the other
cautionary statements made in this prospectus and in the documents we incorporate by reference into this prospectus as being applicable
to all related forward-looking statements wherever they appear in this prospectus or the documents we incorporate by reference
into this prospectus. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual
results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied
by these forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as
a result of new information, future events or otherwise, except as required by law.
USE
OF PROCEEDS
We
cannot assure you that we will receive any proceeds in connection with securities which may be offered pursuant to this prospectus.
Unless otherwise indicated in the applicable prospectus supplement, we intend to use any net proceeds from the sale of securities
under this prospectus for our operations and for other general corporate purposes, including, but not limited to, our internal
research and development programs and the development of new programs, general working capital and possible future acquisitions.
We have not determined the amounts we plan to spend on any of the areas listed above or the timing of these expenditures. As a
result, our management will have broad discretion to allocate the net proceeds, if any, we receive in connection with securities
offered pursuant to this prospectus for any purpose. Pending application of the net proceeds as described above, we may initially
invest the net proceeds in short-term, investment-grade, interest-bearing securities or apply them to the reduction of short-term
indebtedness.
PLAN
OF DISTRIBUTION
General
Plan of Distribution
We
may offer securities under this prospectus from time to time pursuant to underwritten public offerings, negotiated transactions,
block trades or a combination of these methods. We may sell the securities (1) through underwriters or dealers, (2) through agents
or (3) directly to one or more purchasers, or through a combination of such methods. We may distribute the securities from time
to time in one or more transactions at:
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a
fixed price or prices, which may be changed from time to time;
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market
prices prevailing at the time of sale;
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prices
related to the prevailing market prices; or
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negotiated
prices.
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We
may directly solicit offers to purchase the securities being offered by this prospectus. We may also designate agents to solicit
offers to purchase the securities from time to time. We will name in a prospectus supplement any underwriter or agent involved
in the offer or sale of the securities.
If
we utilize a dealer in the sale of the securities being offered by this prospectus, we will sell the securities to the dealer,
as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the
time of resale.
If
we utilize an underwriter in the sale of the securities being offered by this prospectus, we will execute an underwriting agreement
with the underwriter at the time of sale, and we will provide the name of any underwriter in the prospectus supplement which the
underwriter will use to make re-sales of the securities to the public. In connection with the sale of the securities, we, or the
purchasers of the securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting
discounts or commissions. The underwriter may sell the securities to or through dealers, and the underwriter may compensate those
dealers in the form of discounts, concessions or commissions.
With
respect to underwritten public offerings, negotiated transactions and block trades, we will provide in the applicable prospectus
supplement information regarding any compensation we pay to underwriters, dealers or agents in connection with the offering of
the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers. Underwriters,
dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of
the Securities Act of 1933, as amended, or the Securities Act, and any discounts and commissions received by them and any profit
realized by them on resale of the securities may be deemed to be underwriting discounts and commissions. We may enter into agreements
to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities Act, or to
contribute to payments they may be required to make in respect thereof.
If
so indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to
solicit offers by certain institutions to purchase securities from us pursuant to delayed delivery contracts providing for payment
and delivery on the date stated in the prospectus supplement. Each contract will be for an amount not less than, and the aggregate
amount of securities sold pursuant to such contracts shall not be less nor more than, the respective amounts stated in the prospectus
supplement. Institutions with whom the contracts, when authorized, may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable institutions and other institutions, but shall in all
cases be subject to our approval. Delayed delivery contracts will not be subject to any conditions except that:
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the
purchase by an institution of the securities covered under that contract shall not at the time of delivery be prohibited under
the laws of the jurisdiction to which that institution is subject; and
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if
the securities are also being sold to underwriters acting as principals for their own account, the underwriters shall have
purchased such securities not sold for delayed delivery. The underwriters and other persons acting as our agents will not
have any responsibility in respect of the validity or performance of delayed delivery contracts.
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Shares
of our common stock sold pursuant to the registration statement of which this prospectus is a part will be authorized for quotation
and trading on the Nasdaq Capital Market. The applicable prospectus supplement will contain information, where applicable, as
to any other listing, if any, on the Nasdaq Capital Market or any securities market or other securities exchange of the securities
covered by the prospectus supplement. We can make no assurance as to the liquidity of or the existence of trading markets for
any of the securities.
In
order to facilitate the offering of the securities, certain persons participating in the offering may engage in transactions that
stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities,
which involve the sale by persons participating in the offering of more securities than we sold to them. In these circumstances,
these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their
over-allotment option. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing
the applicable security in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating
in the offering may be reclaimed if the securities sold by them are repurchased in connection with stabilization transactions.
The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which
might otherwise prevail in the open market. These transactions may be discontinued at any time.
The
underwriters, dealers and agents may engage in other transactions with us, or perform other services for us, in the ordinary course
of their business.
DESCRIPTION
OF CAPITAL STOCK
General
The
following description of our capital stock and certain provisions of our amended and restated certificate of incorporation and
amended and restated bylaws are summaries and are qualified by reference to our amended and restated certificate of incorporation
and our amended and restated bylaws.
Our
authorized capital stock consists of 240,000,000 shares, all with a par value of $0.001 per share, 225,000,000 of which are designated
as common stock and 15,000,000 of which are designated as preferred stock, consisting of (i) 9,500 shares that have been designated
Series A Convertible Preferred Stock, (ii) 6,000 shares that have been designated as Series B Convertible Preferred Stock, and
(iii) 1,880 shares that have been designated as Series C Convertible Preferred Stock.
As
of July 23, 2019, we had 35 holders of record of our common stock, which excludes stockholders whose shares were
held in nominee or street name by brokers. The actual number of common stockholders is greater than the number of record holders
and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This
number of holders of record also does not include stockholders whose shares may be held in trust by other entities.
Common
Stock
Pursuant
to the terms of our amended and restated certificate of incorporation, the holders of common stock are entitled to one vote per
share on all matters to be voted upon by the stockholders, except on matters relating solely to terms of preferred stock. Subject
to preferences that may be applicable to any outstanding preferred stock, the holders of common stock will be entitled to receive
ratably such dividends, if any, as may be declared from time to time by the board of directors out of funds legally available
therefor. See “Dividend Policy.” In the event of our liquidation, dissolution or winding up, the holders of our common
stock will be entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights
of preferred stock, if any, then outstanding. The holders of our common stock will have no preemptive or conversion rights or
other subscription rights. There will be no redemption or sinking fund provisions applicable to our common stock.
As
of July 23, 2019, we had 9,350,026 shares of our common stock outstanding.
Preferred
Stock
Pursuant
to the terms of our amended and restated certificate of incorporation, our board of directors has the authority to issue preferred
stock in one or more classes or series and to fix the designations, powers, preferences and rights, and the qualifications, limitations
or restrictions thereof, including dividend rights, conversion right, voting rights, terms of redemption, liquidation preferences
and the number of shares constituting any class or series, without further vote or action by the stockholders.
The
issuance of shares of preferred stock, or the issuance of rights to purchase such shares, may decrease the amount of earnings
and assets available for distribution to the holders of common stock, could adversely affect the rights and powers, including
voting rights, of the common stock, and could have the effect of delaying, deterring or preventing a change of control of us or
an unsolicited acquisition proposal.
As
of July 23, 2019, we had 6,720 shares of preferred stock outstanding, consisting of (i) 4,080 shares of Series A Convertible
Preferred Stock, (ii) 2,400 shares of Series B Convertible Preferred Stock, and (iii) 240 shares of Series C Convertible Preferred
Stock.
Equity
Incentive Plans
As
of July 23, 2019, we had outstanding options to acquire 1,341,135 shares of our common stock, having a weighted-average
exercise price of $10.25 per share. We also had 1,410,000 restricted stock units outstanding. Each restricted stock unit represents
a contingent right to receive one share of our common stock provided certain timing and/or performance conditions are satisfied.
Warrants
As
of July 23, 2019, we had outstanding warrants to purchase an aggregate of 8,413,017 shares of our common stock, having
a weighted-average exercise price of $1.78 per share.
Anti-Takeover
Effects of Delaware Law and Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws
The
provisions of Delaware law and our amended and restated certificate of incorporation and amended and restated bylaws, could discourage
or make it more difficult to accomplish a proxy contest or other change in our management or the acquisition of control by a holder
of a substantial amount of our voting stock. It is possible that these provisions could make it more difficult to accomplish,
or could deter, transactions that stockholders may otherwise consider to be in their best interests or in our best interests.
These provisions are intended to enhance the likelihood of continuity and stability in the composition of our board of directors
and in the policies formulated by the board of directors and to discourage certain types of transactions that may involve an actual
or threatened change of our control. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal
and to discourage certain tactics that may be used in proxy fights. Such provisions also may have the effect of preventing changes
in our management.
Delaware
Statutory Business Combinations Provision. We are subject to the anti-takeover provisions of Section 203 of the Delaware General
Corporation Law, or the DGCL. Section 203 prohibits a publicly-held Delaware corporation from engaging in a “business combination”
with an “interested stockholder” for a period of three years after the date of the transaction in which the person
became an interested stockholder, unless the business combination is, or the transaction in which the person became an interested
stockholder was, approved in a prescribed manner or another prescribed exception applies. For purposes of Section 203, a “business
combination” is defined broadly to include a merger, asset sale or other transaction resulting in a financial benefit to
the interested stockholder, and, subject to certain exceptions, an “interested stockholder” is a person who, together
with his or her affiliates and associates, owns, or within three years prior, did own, 15% or more of the corporation’s
voting stock.
Election
and Removal of Directors. Except as may otherwise be provided by the DGCL, any director or the entire board of directors may
be removed, with or without cause, at an annual meeting or a special meeting called for that purpose, by the affirmative vote
of the majority of the votes cast by the shares of our capital stock present in person or represented by proxy at such meeting
and entitled to vote thereon, provided a quorum is present. Vacancies on our board of directors resulting from the removal of
directors and newly created directorships resulting from any increase in the number of directors may be filled solely by the affirmative
vote of a majority of the remaining directors then in office (although less than a quorum) or by the sole remaining director.
This system of electing and removing directors may discourage a third party from making a tender offer or otherwise attempting
to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of our directors.
Our amended and restated certificate of incorporation and amended and restated bylaws do not provide for cumulative voting in
the election of directors.
Advance
Notice Provisions for Stockholder Proposals and Stockholder Nominations of Directors. Our amended and restated bylaws provide
that, for nominations to the board of directors or for other business to be properly brought by a stockholder before a meeting
of stockholders, the stockholder must first have given timely notice of the proposal in writing to our Secretary. For an annual
meeting, a stockholder’s notice generally must be delivered not less than 90 days or more than 120 days prior to the anniversary
of the previous year’s annual meeting.
Special
Meetings of Stockholders. Special meetings of the stockholders may be called at any time only by the board of directors, the
Chairman of the board of directors, the Chief Executive Officer or the President, subject to the rights of the holders of any
series of preferred stock then outstanding.
Blank-Check
Preferred Stock. Our board of directors is authorized to issue, without stockholder approval, preferred stock, the rights
of which will be determined at the discretion of the board of directors and that, if issued, could operate as a “poison
pill” to dilute the stock ownership of a potential hostile acquirer to prevent an acquisition that our board of directors
does not approve.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Corporate Stock Transfer, Inc.
Stock
Market Listing
Our
common stock is listed on The Nasdaq Capital Market under the symbol “RTTR.”
DESCRIPTION
OF DEBT SECURITIES
The
following description, together with the additional information we include in any applicable prospectus supplements, summarizes
the material terms and provisions of the debt securities that we may offer under this prospectus. While the terms we have summarized
below will apply generally to any future debt securities we may offer pursuant to this prospectus, we will describe the particular
terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. If we so indicate in a
prospectus supplement, the terms of any debt securities offered under such prospectus supplement may differ from the terms we
describe below, and to the extent the terms set forth in a prospectus supplement differ from the terms described below, the terms
set forth in the prospectus supplement shall control.
We
may sell from time to time, in one or more offerings under this prospectus, debt securities, which may be senior or subordinated.
We will issue any such senior debt securities under a senior indenture that we will enter into with a trustee to be named in the
senior indenture. We will issue any such subordinated debt securities under a subordinated indenture, which we will enter into
with a trustee to be named in the subordinated indenture. We use the term “indentures” to refer to either the senior
indenture or the subordinated indenture, as applicable. The indentures will be qualified under the Trust Indenture Act of 1939,
as in effect on the date of the indenture. We use the term “debenture trustee” to refer to either the trustee under
the senior indenture or the trustee under the subordinated indenture, as applicable.
The
following summaries of material provisions of the senior debt securities, the subordinated debt securities and the indentures
are subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable to a particular
series of debt securities.
General
Each
indenture will provide that debt securities may be issued from time to time in one or more series and may be denominated and payable
in foreign currencies or units based on or relating to foreign currencies. Neither indenture will limit the amount of debt securities
that may be issued thereunder, and each indenture will provide that the specific terms of any series of debt securities shall
be set forth in, or determined pursuant to, an authorizing resolution and/or a supplemental indenture, if any, relating to such
series.
We
will describe in each prospectus supplement the following terms relating to a series of debt securities:
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aggregate principal amount and any limit on the amount that may be issued;
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the
currency or units based on or relating to currencies in which debt securities of such series are denominated and the currency
or units in which principal or interest or both will or may be payable;
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whether
we will issue the series of debt securities in global form, the terms of any global securities and who the depositary will
be;
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the
maturity date and the date or dates on which principal will be payable;
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the
interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to
accrue, the date or dates interest will be payable and the record dates for interest payment dates or the method for determining
such dates;
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whether
or not the debt securities will be secured or unsecured, and the terms of any secured debt;
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the
terms of the subordination of any series of subordinated debt;
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the
place or places where payments will be payable;
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our
right, if any, to defer payment of interest and the maximum length of any such deferral period;
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the
date, if any, after which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to
any optional redemption provisions;
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the
date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund provisions or otherwise,
to redeem, or at the holder’s option to purchase, the series of debt securities;
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whether
the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves;
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whether
we will be restricted from incurring any additional indebtedness;
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a
discussion on any material or special U.S. federal income tax considerations applicable to a series of debt securities;
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the
denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral
multiple thereof; and
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any
other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities.
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We
may issue debt securities that provide for an amount less than their stated principal amount to be due and payable upon declaration
of acceleration of their maturity pursuant to the terms of the indenture. We will provide you with information on the federal
income tax considerations and other special considerations applicable to any of these debt securities in the applicable prospectus
supplement.
Conversion
or Exchange Rights
We
will set forth in the prospectus supplement the terms, if any, on which a series of debt securities may be convertible into or
exchangeable for our common stock or our other securities. We will include provisions as to whether conversion or exchange is
mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of shares of our
common stock or our other securities that the holders of the series of debt securities receive would be subject to adjustment.
Information
Concerning the Debenture Trustee
The
debenture trustee, other than during the occurrence and continuance of an event of default under the applicable indenture, undertakes
to perform only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture,
the debenture trustee under such indenture must use the same degree of care as a prudent person would exercise or use in the conduct
of his or her own affairs. Subject to this provision, the debenture trustee is under no obligation to exercise any of the powers
given it by the indentures at the request of any holder of debt securities unless it is offered reasonable security and indemnity
against the costs, expenses and liabilities that it might incur.
Payment
and Paying Agents
Unless
we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on
any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered
at the close of business on the regular record date for the interest.
We
will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents
designated by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments
by check which we will mail to the holder. Unless we otherwise indicate in a prospectus supplement, we will designate the corporate
trust office of the debenture trustee in the City of New York as our sole paying agent for payments with respect to debt securities
of each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the
debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a
particular series.
All
money we pay to a paying agent or the debenture trustee for the payment of the principal of or any premium or interest on any
debt securities which remains unclaimed at the end of two years after such principal, premium or interest has become due and payable
will be repaid to us, and the holder of the security thereafter may look only to us for payment thereof.
Governing
Law
The
indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except
to the extent that the Trust Indenture Act is applicable.
Subordination
of Subordinated Debt Securities
Our
obligations pursuant to any subordinated debt securities will be unsecured and will be subordinate and junior in priority of payment
to certain of our other indebtedness to the extent described in a prospectus supplement. The subordinated indenture does not limit
the amount of senior indebtedness we may incur. It also does not limit us from issuing any other secured or unsecured debt.
DESCRIPTION
OF WARRANTS
General
We
may issue warrants to our stockholders to purchase shares of our common stock, preferred stock and/or debt securities. We may
offer warrants separately or together with one or more additional warrants, debt securities, common stock, preferred stock, rights
or purchase contracts, or any combination of those securities in the form of units, as described in the applicable prospectus
supplement. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank
or trust company, as warrant agent. The warrant agent will act solely as our agent in connection with the certificates relating
to the rights of the series of certificates and will not assume any obligation or relationship of agency or trust for or with
any holders of rights certificates or beneficial owners of rights. The following description sets forth certain general terms
and provisions of the rights to which any prospectus supplement may relate. The particular terms of the warrant to which any prospectus
supplement may relate and the extent, if any, to which the general provisions may apply to the rights so offered will be described
in the applicable prospectus supplement. To the extent that any particular terms of the warrant, warrant agreement or warrant
certificates described in a prospectus supplement differ from any of the terms described below, then the terms described below
will be deemed to have been superseded by that prospectus supplement. We encourage you to read the applicable warrant agreement
and warrant certificate for additional information before you decide whether to purchase any of our rights.
We
will provide in a prospectus supplement the following terms of the warrants being issued:
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the
specific designation and aggregate number of, and the price at which we will issue, the warrants;
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the
currency or currency units in which the offering price, if any, and the exercise price are payable;
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the
designation, amount and terms of the securities purchasable upon exercise of the warrants;
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if
applicable, the exercise price for shares of our common stock and the number of shares of common stock to be received upon
exercise of the warrants;
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if
applicable, the exercise price for shares of our preferred stock, the number of shares of preferred stock to be received upon
exercise, and a description of that series of our preferred stock;
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if
applicable, the exercise price for our debt securities, the amount of debt securities to be received upon exercise, and a
description of that series of debt securities;
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the
date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not
continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;
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whether
the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of
these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of
any security included in that unit;
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any
applicable material U.S. federal income tax consequences;
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the
identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents,
registrars or other agents;
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the
proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange;
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if
applicable, the date from and after which the warrants and the common stock, preferred stock and/or debt securities will be
separately transferable;
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if
applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
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information
with respect to book-entry procedures, if any;
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the
anti-dilution provisions of the warrants, if any;
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any
redemption or call provisions;
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whether
the warrants may be sold separately or with other securities as parts of units; and
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any
additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the
warrants.
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Each
warrant will entitle the holder of rights to purchase for cash the principal amount of shares of common stock or other securities
at the exercise price provided in the applicable prospectus supplement. Warrants may be exercised at any time up to the close
of business on the expiration date for the rights provided in the applicable prospectus supplement.
Holders
may exercise warrants as described in the applicable prospectus supplement. Upon receipt of payment and the warrant certificate
properly completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus
supplement, we will, as soon as practicable, forward the shares of common stock or other securities, as applicable, purchasable
upon exercise of the rights. If less than all of the warrants issued in any rights offering are exercised, we may offer any unsubscribed
securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination
of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.
Warrant
Agent
The
warrant agent for any warrants we offer will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF RIGHTS
General
We
may issue rights to our stockholders to purchase shares of our common stock, preferred stock, and/or debt securities described
in this prospectus. We may offer rights separately or together with one or more additional rights, debt securities, common stock,
warrants or purchase contracts, or any combination of those securities in the form of units, as described in the applicable prospectus
supplement. Each series of rights will be issued under a separate rights agreement to be entered into between us and a bank or
trust company, as rights agent. The rights agent will act solely as our agent in connection with the certificates relating to
the rights of the series of certificates and will not assume any obligation or relationship of agency or trust for or with any
holders of rights certificates or beneficial owners of rights. The following description sets forth certain general terms and
provisions of the rights to which any prospectus supplement may relate. The particular terms of the rights to which any prospectus
supplement may relate and the extent, if any, to which the general provisions may apply to the rights so offered will be described
in the applicable prospectus supplement. To the extent that any particular terms of the rights, rights agreement or rights certificates
described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed
to have been superseded by that prospectus supplement. We encourage you to read the applicable rights agreement and rights certificate
for additional information before you decide whether to purchase any of our rights.
We
will provide in a prospectus supplement the following terms of the rights being issued:
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the
date of determining the stockholders entitled to the rights distribution;
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the
aggregate number of shares of common stock or other securities purchasable upon exercise of the rights;
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the
exercise price;
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the
aggregate number of rights issued;
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whether
the rights are transferrable and the date, if any, on and after which the rights may be separately transferred;
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the
date on which the right to exercise the rights will commence, and the date on which the right to exercise the rights will
expire;
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the
method by which holders of rights will be entitled to exercise;
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the
conditions to the completion of the offering, if any;
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the
withdrawal, termination and cancellation rights, if any;
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whether
there are any backstop or standby purchaser or purchasers and the terms of their commitment, if any;
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whether
stockholders are entitled to oversubscription rights, if any;
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any
applicable U.S. federal income tax considerations; and
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any
other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise
of the rights, as applicable.
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Each
right will entitle the holder of rights to purchase for cash the principal amount of shares of common stock or other securities
at the exercise price provided in the applicable prospectus supplement. Rights may be exercised at any time up to the close of
business on the expiration date for the rights provided in the applicable prospectus supplement.
Holders
may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly
completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus
supplement, we will, as soon as practicable, forward the shares of common stock or other securities, as applicable, purchasable
upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed
securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination
of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.
Rights
Agent
The
rights agent for any rights we offer will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF UNITS
The
following description, together with the additional information that we include in any applicable prospectus supplements summarizes
the material terms and provisions of the units that we may offer under this prospectus. While the terms we have summarized below
will apply generally to any units that we may offer under this prospectus, we will describe the particular terms of any series
of units in more detail in the applicable prospectus supplement. The terms of any units offered under a prospectus supplement
may differ from the terms described below.
We
will incorporate by reference from reports that we file with the SEC, the form of unit agreement that describes the terms of the
series of units we are offering, and any supplemental agreements, before the issuance of the related series of units. The following
summaries of material terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the
provisions of the unit agreement and any supplemental agreements applicable to a particular series of units. We urge you to read
the applicable prospectus supplements related to the particular series of units that we may offer under this prospectus, as well
as any related free writing prospectuses and the complete unit agreement and any supplemental agreements that contain the terms
of the units.
General
We
may issue units consisting of common stock, preferred stock, one or more debt securities, warrants, rights or purchase contacts
for the purchase of common stock, preferred stock and/or debt securities in one or more series, in any combination. Each unit
will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a
unit will have the rights and obligations of a holder of each security included in the unit. The unit agreement under which a
unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or
at any time before a specified date.
We
will describe in the applicable prospectus supplement the terms of the series of units being offered, including:
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the
designation and terms of the units and of the securities comprising the units, including whether and under what circumstances
those securities may be held or transferred separately;
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any
provisions of the governing unit agreement that differ from those described below; and
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any
provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units.
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The
provisions described in this section, as well as those set forth in any prospectus supplement or as described under “Description
of Capital Stock,” “Description of Debt Securities,” “Description of Warrants,” “Description
of Rights” and “Description of Purchase Contracts” will apply to each unit, as applicable, and to any common
stock, debt security, warrant, right or purchase contract included in each unit, as applicable.
Unit
Agent
The
name and address of the unit agent for any units we offer will be set forth in the applicable prospectus supplement.
Issuance
in Series
We
may issue units in such amounts and in such numerous distinct series as we determine.
Enforceability
of Rights by Holders of Units
Each
unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship
of agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series
of units. A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or
unit, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any
holder of a unit may, without the consent of the related unit agent or the holder of any other unit, enforce by appropriate legal
action its rights as holder under any security included in the unit.
LEGAL
MATTERS
Reed
Smith LLP, New York, New York, will pass upon the validity of the issuance of the securities to be offered by this prospectus.
EXPERTS
Mayer
Hoffman McCann P.C., our independent registered public accounting firm, has audited our balance sheets as of December 31, 2018
and 2017, and the related Statements of Operations and Comprehensive Loss, Statements of Changes in Stockholders’ Equity
and Statements of Cash Flows for each of the two years in the period ended December 31, 2018, as set forth in their
report, which report expresses an unqualified opinion and includes an explanatory paragraph relating to our ability to continue
as a going concern. We have incorporated by reference our financial statements in this prospectus and in this registration statement
in reliance on the report of Mayer Hoffman McCann P.C. given on their authority as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
As
permitted by SEC rules, this prospectus omits certain information that is included in the registration statement of which this
prospectus forms a part and its exhibits. Since this prospectus may not contain all of the information that you may find important,
we urge you to review the full text of these documents. If we have filed a contract, agreement or other document as an exhibit
to the registration statement of which this prospectus forms a part, please read the exhibit for a more complete understanding
of the document or matter involved. Each statement in this prospectus, including statements incorporated by reference as discussed
above, regarding a contract, agreement or other document is qualified in its entirety by reference to the actual document.
We
are subject to the information reporting requirements of the Exchange Act and, in accordance with these requirements, we file
annual, quarterly and current reports, proxy statements, information statements, and other information with the SEC. Our SEC filings
are available to the public over the Internet at the SEC’s website at www.sec.gov. In addition, we provide free access
to these materials through our website, www.ritterpharmaceuticals.com, as soon as reasonably practicable after they are
filed with or furnished to the SEC.
INCORPORATION
OF INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows
us to disclose important information to you by referring you to those other documents. The information incorporated by reference
is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede
this information. This prospectus omits certain information contained in the registration statement, as permitted by the SEC.
You should refer to the registration statement and any prospectus supplement filed hereafter, including the exhibits, for further
information about us and the securities we may offer pursuant to this prospectus. Statements in this prospectus regarding the
provisions of certain documents filed with, or incorporated by reference in, the registration statement are not necessarily complete
and each statement is qualified in all respects by that reference. Copies of all or any part of the registration statement, including
the documents incorporated by reference or the exhibits, may be obtained upon payment of the prescribed rates at the offices of
the SEC listed above in “Where You Can Find More Information.” The documents we are incorporating by reference are:
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our
Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the SEC on April 1, 2019;
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our
proxy statement filed with the SEC on April 26, 2019;
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our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019, filed with the SEC on May 15, 2019;
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our
Current Reports on Form 8-K filed on March 6, 2019, June 17, 2019, July 1, 2019 and July 11, 2019; and
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the
description of the Company’s Common Stock contained in the Company’ Registration Statement on Form 8-A (File No.
1-37428) filed on June 15, 2015, including any amendment or report filed for the purpose of updating such description
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In
addition, all documents that the Company files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, as
amended (the “Exchange Act”), subsequent to the filing of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof
from the date of filing of such documents, except as to any document or portion of any document that is deemed furnished and not
filed.
Pursuant
to Rule 412 under the Securities Act, any statement contained in the documents incorporated or deemed to be incorporated by reference
in this Registration Statement shall be deemed to be modified, superseded or replaced for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference in this Registration Statement modifies, supersedes or replaces such statement. Any such statement
so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of
this Registration Statement.
Upon
written or oral request made to us at the address or telephone number below, we will, at no cost to the requester, provide to
each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the information that
has been incorporated by reference into this prospectus (other than an exhibit to a filing, unless that exhibit is specifically
incorporated by reference into that filing), but not delivered with this prospectus:
Ritter
Pharmaceuticals, Inc.
1880
Century Park East, Suite 1000
Los
Angeles, California 90067
(310)
203-1000
Up
to $3,673,159
Common
Stock
PROSPECTUS
SUPPLEMENT
A.G.P.
November
7, 2019
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