Ritter Pharmaceuticals, Inc. Announces Stockholder Approval of Proposals Required for Merger Transaction with Qualigen, Inc.
2020年5月19日 - 9:00PM
Ritter Pharmaceuticals, Inc. (Nasdaq: RTTR) (“Ritter
Pharmaceuticals”, “Ritter” or the “Company”), announced today that,
based upon the final vote count certified by the inspector of
election for the special meeting of stockholders held on May 18,
2020, its stockholders approved all of the Qualigen, Inc.
merger-related proposals, including: (i) the issuance of Ritter
common stock and convertible preferred stock pursuant to the
Agreement and Plan of Merger, dated as of January 15, 2020, as
amended, by and among Ritter, RPG28 Merger Sub, Inc., and Qualigen,
Inc. (“Qualigen”) and the change of control of Ritter resulting
from the merger, (ii) a reverse stock split of the outstanding
shares of common stock of the Company, at a ratio within a range of
1-for-25 to 1-for-35, as determined by the board of directors of
the Company, (iii) changing the name of Ritter from “Ritter
Pharmaceuticals, Inc.” to “Qualigen Therapeutics, Inc.” and (iv)
the adoption of Ritter’s 2020 Equity Incentive Plan.
“We’d like to recognize our shareholders for
their strong participation and overwhelming support of this
transaction with Qualigen,” said Andrew J. Ritter. “We look forward
to completing the merger with Qualigen, a transaction which we
believe will create continued value for our shareholders.”
As previously announced, the boards of directors
of both Ritter and Qualigen unanimously approved the merger, which
is expected to be consummated in the next few days. In connection
with the closing of the transaction, the Company will change its
name to “Qualigen Therapeutics, Inc.” and the Company’s
shares are expected to continue trading on The Nasdaq Capital
Market under the symbol “QLGN”.
Forward-Looking Statements
Statements contained in this press release
regarding matters that are not historical facts are
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements include,
but are not limited to, statements concerning the structure, timing
and completion of the reverse stock split, the proposed merger with
Qualigen, and the listing of the Company’s common stock on The
Nasdaq Capital Market following the merger. The parties may not
actually achieve the proposed merger or otherwise carry out the
intentions or meet the expectations or projections disclosed in our
forward-looking statements, and you should not place undue reliance
on these forward-looking statements. Because such statements are
subject to risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking
statements. These forward-looking statements are based upon
Ritter’s and Qualigen’s current expectations and involve
assumptions that may never materialize or may prove to be
incorrect. Actual results and the timing of events could differ
materially from those anticipated in such forward-looking
statements as a result of various risks and uncertainties, which
include, without limitation, risks and uncertainties associated
with the ability to consummate the proposed merger. Risks and
uncertainties facing Ritter and Qualigen are described more fully
in Ritter’s periodic reports and the Form S-4 registration
statement filed with the Securities and Exchange Commission. All
forward-looking statements contained in this press release speak
only as of the date on which they were made. Ritter undertakes no
obligation to update such statements to reflect events that occur
or circumstances that exist after the date on which they were
made.
Investor Contact:John Beck310-203-1000john@ritterpharma.com
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