Securities Registration: Employee Benefit Plan (s-8)
10 June 2017 - 6:25AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on June 9, 2017
Registration No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RITTER
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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26-3474527
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
Number)
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Ritter
Pharmaceuticals, Inc.
1880
Century Park East, Suite 1000
Los
Angeles, CA 90067
(310)
203-1000
(Address of Principal Executive Offices)
RITTER
PHARMACEUTICALS, INC. 2015 EQUITY INCENTIVE PLAN
(Full
title of the plans)
Michael
D. Step
Chief
Executive Officer
Ritter
Pharmaceuticals, Inc.
1880
Century Park East, Suite 1000
Los
Angeles, CA 90067
(310)
203-1000
(Name, address and telephone number (including area code) of agent for service)
Copy
to:
Michael
Sanders, Esq.
Aron
Izower, Esq.
Reed
Smith LLP
1901
Avenue of the Stars
Suite
700
Los
Angeles, CA 90067-6708
(310)
734-5200
(310)
734-5299 Facsimile
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act (check one):
Large
accelerated filer [ ]
|
Accelerated
filer [ ]
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Non-accelerated
filer [ ] (Do not check if a smaller reporting company)
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Smaller
reporting company [X]
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|
Emerging
growth company [X]
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
[X]
CALCULATION
OF REGISTRATION FEE
Title of Securities to
be registered
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Amount to be registered
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Proposed maximum offering
price per share
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Proposed maximum aggregate
offering price
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Amount of registration fee
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Common
Stock, $0.001 par value per share
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838,000
shares
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(1)
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$
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0.61
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(2)
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$
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511,180
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(2)
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$
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59.25
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(2)
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(1)
This Registration Statement covers, in addition to the number shares of Ritter Pharmaceuticals, Inc, common stock, $0.001 par
value per share (“Common Stock”), stated above, an additional indeterminate number of shares that may be offered or
issued pursuant to the Ritter Pharmaceuticals, Inc. 2015 Equity Incentive Plan (as amended, the “Plan”), as a result
of one or more adjustments under the Plan to prevent dilution resulting from one or more stock splits, stock dividends or similar
transactions pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).
(2)
Pursuant to Rule 457(c) and 457(h) of the Securities Act, and solely for the purpose of calculating the amount of the registration
fee, the proposed maximum offering price per share and the proposed maximum aggregate offering price are based on the average
of the high and low sales prices of the Common Stock on The NASDAQ Capital Market on June 7, 2017. Pursuant to General Instruction
E of Form S-8, the registration fee is calculated with respect to the additional securities registered on this Registration Statement
only.
EXPLANATORY
NOTE
Ritter
Pharmaceuticals, Inc. (the “Company”) is filing this Registration Statement on Form S-8 to register 838,000 additional
shares of common stock, $0.001 par value per share (“Common Stock”), authorized for issuance under the Ritter Pharmaceuticals,
Inc. 2015 Equity Incentive Plan (as amended, the “Plan”). On June 2, 2017, the stockholders of the Company approved
an amendment to the Plan at the 2016 Annual Meeting of Stockholders, which, among other things, increased the number of shares
that may be issued pursuant to awards under the Plan by 838,000 shares of Common Stock.
Pursuant
to General Instruction E of Form S-8, the contents of the Registration Statements filed by the Company with the Securities and
Exchange Commission (the “Commission”) (File Nos. 333-207709 and 333-212062), with respect to securities offered pursuant
to the Plan are hereby incorporated by reference, except as amended hereby.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents previously filed with the Commission are hereby incorporated by reference into this Registration Statement:
(a)
the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2016 filed on February 27, 2017;
(b)
the Company’s quarterly report on Form 10-Q for the fiscal period ended March 31, 2017 filed on May 9, 2017;
(c)
the Company’s current reports on Form 8-K filed on January 17, 2017, March 13, 2017, March 29, 2017, May 9, 2017 and June
6, 2017; and
(d)
the description of the Company’s Common Stock contained in the Company’ Registration Statement on Form 8-A (File No.
1-37428) filed on June 15, 2015, including any amendment or report filed for the purpose of updating such description.
In
addition, all documents that the Company files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, as
amended (the “Exchange Act”), subsequent to the filing of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof
from the date of filing of such documents, except as to any document or portion of any document that is deemed furnished and not
filed.
Pursuant
to Rule 412 under the Securities Act, any statement contained in the documents incorporated or deemed to be incorporated by reference
in this Registration Statement shall be deemed to be modified, superseded or replaced for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference in this Registration Statement modifies, supersedes or replaces such statement. Any such statement
so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of
this Registration Statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
8. Exhibits.
The
Exhibit Index immediately preceding the exhibits is incorporated in this Item 8 by reference.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, thereto duly authorized, in the City of Los Angeles, State of California,
on June 9, 2017.
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RITTER
PHARMACEUTICALS, INC.
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By:
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/s/
Michael D. Step
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Michael
D. Step
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Chief
Executive Officer
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POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS that each of the undersigned directors and officers of Ritter Pharmaceuticals, Inc. hereby appoints
Michael D. Step, Andrew J. Ritter and Ira E. Ritter, and each of them acting singly, as his or her true and lawful attorney-in-fact
and agent, for him or her and in his or her name, place and stead, with full power to act alone, to sign on his or her behalf
and in the capacity set forth below, any and all amendments and post-effective amendments and supplements to this Registration
Statement on Form S-8 and to file each such amendment and post-effective amendment and supplements to this Registration Statement,
with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission,
hereby granting unto said attorney-in-fact and agent full power and authority to do and perform any and all acts and things requisite
and necessary or appropriate to be done in and about the premises as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
Michael D. Step
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Chief
Executive Officer and Director
(
Principal Executive Officer
)
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June
9, 2017
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Michael
D. Step
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/s/
Ellen Mochizuki
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Vice
President, Finance
(
Principal Financial and Accounting Officer
)
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June
9, 2017
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Ellen
Mochizuki
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/s/
Ira E. Ritter
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Executive
Chairman, Chief Strategic
Officer and Director
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June
9, 2017
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Ira
E. Ritter
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/s/
Andrew J. Ritter
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President
and Director
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June
9, 2017
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Andrew
J. Ritter
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/s/
Noah Doyle
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Director
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June
9, 2017
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Noah
Doyle
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/s/
Matthew W. Foehr
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Director
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June
9, 2017
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Matthew
W. Foehr
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/s/
Paul V. Maier
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Director
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June
9, 2017
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Paul
V. Maier
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/s/
William M. Merino
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Director
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June
9, 2017
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William
M. Merino
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/s/
Gerald T. Proehl
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Director
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June
9, 2017
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Gerald
T. Proehl
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INDEX
TO EXHIBITS
Exhibit
No.
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Description
of Exhibit
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5.1
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Opinion
of Reed Smith LLP*
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23.1
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Consent
of Independent Registered Public Accounting Firm*
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23.2
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Consent
of Reed Smith LLP (contained in Exhibit 5.1 to this Registration Statement)*
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24.1
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Power
of Attorney of certain Officers and Directors of the Company (contained on signature page to this Registration Statement)*
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99.1
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Ritter
Pharmaceuticals, Inc. 2015 Equity Incentive Plan, as amended*
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*Filed
herewith
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