Item 8.01. Other Events

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As previously disclosed, on June 7, 2017, Ritter Pharmaceuticals, Inc. (the “Company”) received a letter from The Nasdaq Stock Market (“Nasdaq”) notifying the Company that, because the closing bid price for its common stock had been below $1.00 per share for 30 consecutive business days, it no longer complied with the minimum bid price requirement for continued listing on The Nasdaq Capital Market.

The Company has until December 4, 2017 to regain compliance with the minimum bid price requirement. In addition, to Nasdaq Rule 5810(c)(3)(A)(ii), if the Company satisfies the applicable market value of publicly held shares requirement for continued listing and all other applicable standards for initial listing on The Nasdaq Capital Market (other than the minimum bid price requirement), based on the Company’s most recent public filings and market information, and notifies Nasdaq of its intent to cure the minimum bid price deficiency, it will be afforded an additional period of 180 days to regain compliance with the minimum bid price requirement.

As of the date of this filing, the Company meets the continued listing requirement for market value of publicly held shares and, except for the minimum bid price requirement, the Company also meets the other initial listing requirements for The Nasdaq Capital Market, including having stockholders’ equity of at least $5 million.

As of the date of the Company’s last quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2017, filed on October 31, 2017, the Company did not meet the minimum stockholders’ equity requirement. However, as previously disclosed, on October 3, 2017, the Company closed a public offering of Class A Units and Class B Units (the “Offering”), in which the Company issued and sold, among other securities, 34,550,000 shares of its common stock. Aggregate gross proceeds to the Company from the Offering were approximately $23.0 million. As a result of the Offering, as of the date of this filing, the Company’s stockholders’ equity exceeds $5 million.

The Company intends to provide to the Listing Qualifications Department of The Nasdaq Stock Market this information and written notice of its intention to cure the deficiency during the second compliance period, including, if necessary, implementing a reverse split of the Company’s common stock.


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.

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