Current Report Filing (8-k)
June 09 2017 - 4:33PM
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): June 7, 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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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 [ ]
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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
June 7, 2017, Ritter Pharmaceuticals, Inc. (the “Company”) received a letter (the “Notice”) from The Nasdaq
Stock Market (“Nasdaq”) notifying the Company that, because the closing bid price for its common stock has been below
$1.00 per share for 30 consecutive business days, it no longer complies with the minimum bid price requirement for continued listing
on The Nasdaq Capital Market. Nasdaq Listing Rule 550(a)(2) requires listed securities to maintain a minimum bid price of $1.00
per share (the “Minimum Bid Price Requirement”), and Listing Rule 5810(c)(3)(A) provides that a failure to meet the
Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive business days.
The
Notice has no immediate effect on the listing of the common stock on The Nasdaq Capital Market. Pursuant to Nasdaq Marketplace
Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until December 4, 2017
to regain compliance with the Minimum Bid Price Requirement. During the compliance period, the Company’s shares of common
stock will continue to be listed and traded on The Nasdaq Capital Market. To regain compliance, the closing bid price of the Company’s
common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days during the 180 calendar day grace
period.
In
the event the Company is not in compliance with the Minimum Bid Price Requirement by December 4, 2017 the Company may be afforded
a second 180 calendar day grace period. To qualify, the Company would be required to meet the continued listing requirements for
market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception
of the Minimum Bid Price Requirement. In addition, the Company would be required to provide written notice of its intention to
cure the minimum bid price deficiency during this second 180 day compliance period by effecting a reverse stock split, if necessary.
The
Company intends to actively monitor the bid price for its common stock between now and December 4, 2017 and will consider available
options to regain compliance with the Minimum Bid Price Requirement.
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:
June 9, 2017
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