Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
2020年4月17日 - 5:06AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 16, 2020
RITTER
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-37428
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26-3474527
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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1880
Century Park East, Suite 1000
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Los
Angeles, California
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90067
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (310) 203-1000
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[X]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
Registered Pursuant to Section 12(b) of the Exchange Act:
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Title
of Each Class
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Trading
Symbol
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Name
of Each Exchange on Which Registered
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Common
Stock, par value $0.001
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RTTR
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Nasdaq
Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
8.01. Other Events.
On
April 16, 2020, Ritter Pharmaceuticals, Inc. (the “Company”), issued a press release announcing that the U.S. Securities
and Exchange Commission (the “SEC”) has declared effective its Registration Statement on Form S-4 relating to its
previously announced proposed merger with Qualigen, Inc. (“Qualigen”) pursuant to the Agreement and Plan of Merger,
dated as of January 15, 2020, as amended, by and among the Company, RPG28 Merger Sub, Inc., and Qualigen.
The
special meeting of the Company’s stockholders to vote on certain matters related to the proposed merger will be held virtually
on May 14, 2020, at 9:00 a.m., Pacific Time. As described in the proxy materials for the special meeting, the Company’s
stockholders of record as of the close of business on March 26, 2020, which is the record date for the special meeting, will be
entitled to participate in the special meeting by visiting www.virtualshareholdermeeting.com/RTTR2020.
A
copy of the Press Release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Important
Additional Information Filed with the SEC
On
February 4, 2020, the Company filed a registration statement on Form S-4 with the SEC that included a joint proxy and consent
solicitation statement/prospectus. The Form S-4 was declared effective on April 9, 2020. A definitive joint proxy and consent
solicitation statement/prospectus was filed with the SEC on April 9, 2020 and mailed to the stockholders of the Company and Qualigen
on or about April 9, 2020. Each party may file other documents with the SEC in connection with the merger. INVESTORS AND STOCKHOLDERS
OF THE COMPANY AND QUALIGEN ARE URGED TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN, OR WILL CONTAIN,
IMPORTANT INFORMATION ABOUT THE COMPANY, QUALIGEN, THE MERGER AND RELATED MATTERS. Investors and stockholders may obtain free
copies of the documents filed with the SEC through the website maintained by the SEC at www.sec.gov. Investors and stockholders
may also obtain free copies of the documents filed by the Company with the SEC by contacting the Company by mail at Ritter Pharmaceuticals,
Inc., 1880 Century Park East, Suite 1000, Los Angeles, CA 90067, Attention: John Beck. Investors and stockholders are urged to
read the definitive proxy statement/prospectus/information statement and the other relevant materials when they become available
before making any voting or investment decision with respect to the Merger.
No
Offer or Solicitation
This
communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants
in the Solicitation
The
Company and its directors and executive officers and Qualigen and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of the Company in connection with the merger. Information regarding the special
interests of these directors and executive officers in the merger is included in the joint proxy and consent solicitation statement/prospectus
referred to above. Additional information about the Company’s directors and executive officers is included in the Company’s
definitive proxy statement filed with the SEC on April 26, 2019. These documents are available free of charge at the SEC website
(www.sec.gov) and from the Corporate Secretary of the Company at the address above.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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RITTER
PHARMACEUTICALS, INC.
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By:
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/s/
Andrew J. Ritter
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Name:
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Andrew
J. Ritter
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Title:
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Chief
Executive Officer
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Date:
April 16, 2020
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