Current Report Filing (8-k)
01 December 2017 - 10:21PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 1, 2017
RITTER
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-37428
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26-3474527
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(State
or other
jurisdiction
of incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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1880
Century Park East, Suite 1000
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Los
Angeles, California
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90067
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(310) 203-1000
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (
see
General Instruction A.2. below):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
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 13(a) of the Exchange Act. [ ]
Item
8.01. Other Events
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, pursuant 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.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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RITTER
PHARMACEUTICALS, INC.
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By:
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/s/
Michael D. Step
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Name:
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Michael
D. Step
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Title:
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Chief
Executive Officer
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Date:
December 1, 2017
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