RITTER PHARMACEUTICALS, INC. (NASDAQ:RTTR) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01.

On May 4, 2017, Ritter Pharmaceuticals, Inc. (the Company)
entered into a common stock purchase agreement (the Purchase
Agreement) with Aspire Capital Fund, LLC (Aspire Capital). The
Purchase Agreement provides the Company, at its sole discretion,
the ability to access up to an aggregate of $6.5 million through
the sale of shares of the Company’s common stock. The term of
the Purchase Agreement is 30 months from the execution of the
Purchase Agreement, subject to the conditions and limitations set
forth therein. In consideration for entering into the Purchase
Agreement, the Company has agreed to issue to Aspire Capital
137,324 shares of the Companys common stock with an aggregate
dollar value equal to $97,500 (the Commitment Shares).
Concurrently with entering into the Purchase Agreement, the
Company entered into a registration rights agreement with Aspire
Capital.

Concurrently with entering into the Purchase Agreement, the
Company entered into a registration rights agreement with Aspire
Capital (the Registration Rights Agreement), in which the Company
agreed to file with the Securities and Exchange Commission (the
Commission) a prospectus supplement to the Companys effective
shelf registration statement on Form S-3 (File No. 333-213087),
registering all of the shares of common stock that may be offered
to Aspire Capital from time to time, including the Commitment
Shares.

Under the Purchase Agreement, on any trading day selected by the
Company, following the filing of the prospectus supplement and
the satisfaction of other closing conditions, the Company has the
right, in its sole discretion, to present Aspire Capital with a
purchase notice (each, a Purchase Notice), directing Aspire
Capital (as principal) to purchase up to 100,000 shares of the
Companys common stock per trading day (which may be increased by
as much as an additional 2,000,000 shares per trading day by
mutual agreement), up to an aggregate of $6.5 million of the
Companys common stock that may be sold under the Purchase
Agreement, at a per share price (the Purchase Price) equal to the
lesser of:

The aggregate purchase price payable by Aspire Capital on any one
purchase date may not exceed $500,000, unless otherwise mutually
agreed.

In addition, on any date on which the Company submits a Purchase
Notice to Aspire Capital in an amount equal to 100,000 shares and
our stock price is not less than $0.25 per share, the Company
also has the right, in its sole discretion, to present Aspire
Capital with a volume-weighted average price purchase notice
(each, a VWAP Purchase Notice) directing Aspire Capital to
purchase an amount of common stock equal to up to 30% of the
aggregate shares of the Companys common stock traded on its
principal market on the next trading day (the VWAP Purchase
Date), as determined by the Company. The purchase price per share
to such VWAP Purchase Notice is generally 97% of the
volume-weighted average price for the Companys common stock
traded on its principal market on the VWAP Purchase Date.

The Company may deliver multiple Purchase Notices and VWAP
Purchase Notices to Aspire Capital from time to time during the
term of the Purchase Agreement, so long as the most recent
purchase has been completed.

The Purchase Agreement provides that the Company and Aspire
Capital will not effect any sales under the Purchase Agreement on
any purchase date where the closing sale price of the Companys
common stock is less than $0.25. There are no trading volume
requirements or restrictions under the Purchase Agreement, and
the Company will control the timing and amount of sales of the
Companys common stock to Aspire Capital.

The Purchase Agreement provides that the number of shares that
may be sold to the Purchase Agreement will be limited to
2,842,417 (the Exchange Cap), which represents 19.99% of the
Companys outstanding shares of common stock as of May 2, 2017,
unless stockholder approval or an exception to the rules of the
NASDAQ Capital Market is obtained to issue more than 19.99%. This
limitation will not apply if, at any time the Exchange Cap is
reached and at all times thereafter, the average price paid for
all shares issued under the Purchase Agreement is equal to or
greater than $0.68, which was the consolidated closing bid price
of the Companys common stock on May 4, 2017. The Company is not
required or permitted to issue any shares of common stock under
the Purchase Agreement if such issuance would breach its
obligations under the rules or regulations of the NASDAQ Capital
Market.

Aspire Capital has no right to require any sales by the Company,
but is obligated to make purchases from the Company as directed
by the Company in accordance with the Purchase Agreement. There
are no limitations on use of proceeds, financial or business
covenants, restrictions on future fundings, rights of first
refusal, participation rights, penalties or liquidated damages in
the Purchase Agreement.

The Purchase Agreement may be terminated by the Company at any
time, at its discretion, without any cost to the Company. The
Purchase Agreement may be terminated by Aspire Capital following
specified events of default of the Company, including the lack of
availability of a registration statement to register under the
Securities Act sales of shares to Aspire Capital under the
Purchase Agreement, the suspension from trading or delisting of
the Companys common stock, specified breaches by the Company of
the terms of the Purchase Agreement and specified Company
bankruptcy events.

Aspire Capital has agreed that neither it nor any of its agents,
representatives and affiliates will engage in any direct or
indirect short-selling or hedging of the Companys common stock
during any time prior to the termination of the Purchase
Agreement.

Any proceeds the Company receives under the Purchase Agreement
are expected to be used for working capital and general corporate
purposes.

The foregoing is a summary description of certain terms of the
Purchase Agreement and the Registration Rights Agreement and, by
its nature, is incomplete. Copies of the Purchase Agreement and
Registration Rights Agreement are filed herewith as Exhibits 10.1
and 4.1, respectively, to this Current Report on Form 8-K and are
incorporated herein by reference. All readers are encouraged to
read the entire text of the Purchase Agreement and the
Registration Rights Agreement.

The Purchase Agreement is being filed herewith solely to provide
investors and security holders with information regarding its
terms. It is not intended to be a source of financial, business
or operational information about the Company or any of its
affiliates. The representations, warranties and covenants
contained in the Purchase Agreement are made solely for purposes
of the Purchase Agreement and are made as of specific dates; are
solely for the benefit of the parties; may be subject to
qualifications and limitations agreed upon by the parties in
connection with negotiating the terms of the Purchase Agreement,
including being qualified by confidential disclosures made for
the purpose of allocating contractual risk between the parties
instead of establishing matters as facts; and may be subject to
standards of materiality applicable to the contracting parties
that differ from those applicable to investors or security
holders. Investors and security holders should not rely on the
representations, warranties and covenants or any description
thereof as characterizations of the actual state of facts or
condition of the Company or any of its affiliates. Moreover,
information concerning the subject matter of the representations,
warranties and covenants may change after the date of the
Purchase Agreement, which subsequent information may or may not
be fully reflected in public disclosures.

The legal opinion of Reed Smith LLP, counsel to the Company,
relating to the shares of common stock being offered to Aspire
Capital is filed as Exhibit 5.1 to this Current Report on Form
8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

About RITTER PHARMACEUTICALS, INC. (NASDAQ:RTTR)

Ritter Pharmaceuticals, Inc. develops therapeutic products that modulate the human gut microbiome to treat gastrointestinal diseases. The Company’s segment is focusing on the development and commercialization of RP-G28. The Company conducts human gut health research by exploring metabolic capacity of the gut microbiota and translating the functionality of prebiotic-based therapeutics into applications intended to have impact on a patient’s health. The Company’s compound, RP-G28, is under development for the treatment of lactose intolerance. The Company has completed a Phase IIa clinical trial of its product candidate, RP-G28, an orally administered oligosaccharide. RP-G28 is designed to stimulate the growth of lactose-metabolizing bacteria in the colon. The Company has not generated any revenues.

RITTER PHARMACEUTICALS, INC. (NASDAQ:RTTR) Recent Trading Information

RITTER PHARMACEUTICALS, INC. (NASDAQ:RTTR) closed its last trading session down -0.059 at 0.651 with 301,625 shares trading hands.