RITTER PHARMACEUTICALS, INC. (NASDAQ:RTTR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On September 29, 2017, Ritter Pharmaceuticals, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (the “Underwriter”) to which the Company sold to the Underwriter in a public offering (the “Offering”) an aggregate of (i) 34,550,000 Class A Units consisting of 34,550,000 shares of its common stock, par value $0.001 per share (the “Common Stock”), at a public offering price of $0.40 per unit, and warrants to purchase 34,550,000 shares of Common Stock, at a public offering price of $0.40 per unit, and (ii) 9,180 Class B Units consisting of 9,180 shares of its Series A Convertible Preferred Stock, with a stated value of $1,000, and convertible into an aggregate of 22,950,000 shares of Common Stock, and warrants to purchase 22,950,000 shares of Common Stock, at a public offering price of $1,000 per unit.
In addition, the Underwriter was granted an over-allotment option (the “Over-allotment Option”) for a period of 45 days to purchase up to an additional 8,625,000 shares of Common Stock and/or additional warrants to purchase up to 8,625,000 shares of Common Stock.
The Company also entered into a warrant agency agreement with its transfer agent, Corporate Stock Transfer, Inc., who will act as warrant agent for the Company, setting forth the terms and conditions of the warrants sold in the Offering (the “Warrant Agency Agreement”). The warrants have an exercise price of $0.44, are exercisable upon issuance and will expire five years from the date of issuance.
The Offering closed on October 3, 2017. The Company conducted the Offering to a Registration Statement on Form S-1 (File No. 333-219147), which was declared effective by the Securities and Exchange Commission on September 28, 2017. As of the closing of the Offering, the Underwriter has exercised the Over-Allotment Option with respect to warrants to purchase 2,975,000 shares of Common Stock.
The foregoing description of the Underwriting Agreement and the Warrant Agency Agreement are not complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement and Warrant Agency Agreement (including the form of warrant certificate included in the Warrant Agency Agreement), which are filed as Exhibits 1.1 and 4.1, respectively, to this Current Report on Form 8-K (this “Report”) and are incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On September 29, 2017, the Company filed a Certificate of Designation with the Secretary of State of Delaware, establishing the rights, preferences, privileges, qualifications, restrictions, and limitations relating to its Series A Convertible Preferred Stock, par value $0.001 per share. The Certificate of Designation became effective with the Secretary of the State of Delaware upon filing. A copy of the Certificate of Designation is included as Exhibit 3.1 to this Report and is incorporated herein by reference.
Item 8.01 Other Events.
On September 29, 2017, the Company issued a press release announcing the pricing of the Offering. On October 3, 2017, the Company issued a press release announcing the closing of the Offering. A copy of the press releases are attached hereto as Exhibit 99.1 and 99.2, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| Exhibit 1.1 | Underwriting Agreement, dated September 29, 2017, between Ritter Pharmaceuticals, Inc. and Aegis Capital Corp., as representative of the several underwriters named therein |
| Exhibit 3.1 | Certificate of Designation of Series A Convertible Preferred Stock |
| Exhibit 4.1 | Warrant Agency Agreement, dated September 29, 2017 by and between Ritter Pharmaceuticals, Inc. and Corporate Stock Transfer, Inc. (including the form of warrant certificate) |
| Exhibit 99.1 | Press Release of Ritter Pharmaceuticals, Inc., dated September 29, 2017 |
| Exhibit 99.2 | Press Release of Ritter Pharmaceuticals, Inc., dated October 3, 2017 |
RITTER PHARMACEUTICALS INC ExhibitEX-1.1 2 ex1-1.htm Exhibit 1.1 UNDERWRITING AGREEMENT between RITTER PHARMACEUTICALS,…To view the full exhibit click here
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.
