Ritter Pharmaceuticals, Inc. Announces Adjournment of its Special Meeting
2020年5月15日 - 3:13AM
Ritter Pharmaceuticals, Inc. (Nasdaq: RTTR) (“Ritter” or the
“Company”), today announced that it has adjourned its special
meeting of stockholders, originally scheduled for today, until
Monday, May 18, 2020 at 12:00 p.m., Pacific Time. The special
meeting was adjourned to allow the Company additional time to
solicit proxies in favor of the proposals to be acted on by
stockholders at the meeting.
As previously reported, the special meeting is
being held to approve various proposals related to the Company’s
proposed merger with Qualigen, Inc. These proposals are described
in more detail in the joint proxy and consent solicitation
statement/prospectus of Ritter dated April 9, 2020, furnished to
Ritter’s stockholders in connection with the solicitation of
proxies by the Ritter’s board of directors for use at the special
meeting, and the supplement to the joint proxy and consent
solicitation statement/prospectus, which was filed earlier today to
provide certain clarifications, additions and updates.
The record date for determining stockholders
eligible to vote at the special meeting will remain the close of
business on March 26, 2020. Valid proxies submitted by Ritter
stockholders prior to the adjourned May 14, 2020 special
meeting will continue to be valid for purposes of the reconvened
special meeting scheduled for Monday, May 18, 2020.
Ritter stockholders as of the close of business
on March 26, 2020 who have not voted but wish to do so should
contact Georgeson, Ritter’s proxy solicitor, at (866) 357-4029
(Toll Free).
Attending the Virtual Special
Meeting
The reconvened special meeting of Ritter
Pharmaceuticals stockholders to vote on certain matters related to
the proposed merger will be held virtually on Monday, May 18, 2020,
at 12:00, Pacific Time. Stockholders of record will be able to
attend the special meeting online by visiting
www.virtualshareholdermeeting.com/RTTR2020 on the date of the
meeting. To be admitted to the virtual meeting, stockholders must
enter the control number found on their proxy card or voting
instruction form. Street name holders must obtain a proxy from the
broker, trustee or nominee that holds their shares in order to
attend the special meeting.
About Ritter Pharmaceuticals,
Inc.
Ritter Pharmaceuticals, Inc.
(www.RitterPharma.com, @RitterPharma) develops innovative
therapeutic products that modulate the gut microbiome to treat
gastrointestinal diseases. On January 15, 2020, the Company entered
into an Agreement and Plan of Merger with Qualigen, Inc., pursuant
to which a wholly-owned subsidiary of Ritter will merge with and
into Qualigen, with Qualigen surviving as a wholly-owned subsidiary
of Ritter Pharmaceuticals, Inc.
About Qualigen, Inc.
Qualigen, Inc. (www.qualigeninc.com) is a
biotechnology company focused on developing novel therapeutics for
the treatment of cancer and infectious diseases, using similar core
nanoparticle coating technology from its FDA-approved FastPack®
System, which has been used successfully in diagnostics for over 15
years. The Company’s cancer therapeutics pipeline includes ALAN
(AS1411-GNP), RAS-F3 and STARS™. ALAN (AS1411-GNP) is a DNA coated
gold nanoparticle cancer drug candidate that has the potential to
target a variety of cancer types with potentially minimal side
effects. RAS-F3 is a small molecule RAS oncogene protein-protein
inhibitor for blocking RAS mutations that lead to tumor formation,
especially in pancreatic, colorectal and lung cancers. Building off
its core FastPack® technology, STARS™ is a DNA/RNA-based treatment
device for removal from circulating blood of targeted
tumor-produced and viral compounds. Its facility in Carlsbad,
California, is FDA and ISO Certified and its FastPack® product line
is sold worldwide by its commercial partner, Sekisui Diagnostics,
LLC.
Important Additional Information Filed
with the SEC
On February 4, 2020, Ritter filed a registration
statement on Form S-4 with the Securities and Exchange Commission
(“SEC”) that included a joint proxy and consent solicitation
statement/prospectus. The registration statement on Form S-4 was
declared effective on April 9, 2020. The final joint proxy and
consent solicitation statement/prospectus was filed with the SEC on
April 9, 2020 and was first sent to the stockholders of Ritter and
Qualigen on or about April 9, 2020. Ritter filed a supplement to
the joint proxy and consent solicitation statement/prospectus on
May 14, 2020 to provide certain clarifications, additions and
updates. Each party may file other documents with the SEC in
connection with the merger. INVESTORS AND STOCKHOLDERS OF RITTER
AND QUALIGEN ARE URGED TO READ THESE MATERIALS CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT
INFORMATION ABOUT RITTER, 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 Ritter with the SEC by contacting Ritter
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
Ritter 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 Ritter 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 Ritter’s directors and executive officers is
included in Ritter’s Annual Report on Form 10-K, filed with the SEC
on March 31, 2020, as amended on April 24, 2020. These documents
are available free of charge at the SEC website (www.sec.gov.) and
from the Corporate Secretary of Ritter at the address above.
Contacts
Investor Contact:John Beck310-203-1000john@ritterpharma.com
Ritter Pharmaceuticals (NASDAQ:RTTR)
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