Additional Proxy Soliciting Materials (definitive) (defa14a)
August 25 2017 - 5:20PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN
PROXY
STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant To Section 14(a) of the
Securities
Exchange Act of 1934
Filed by the Registrant [X]
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Filed by a Party other than
the Registrant [ ]
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Check
the appropriate box:
[ ]
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Preliminary Proxy Statement
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[ ]
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Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive Proxy Statement
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[X]
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Definitive Additional Materials
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[ ]
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Soliciting Material Pursuant to § 240.14a-12
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Ritter
Pharmaceuticals, Inc.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the Appropriate Box):
[X]
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No fee required.
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[ ]
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class
of securities to which transaction applies:
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(2)
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Aggregate number
of securities to which transaction applies:
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(3)
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Per unit price or
other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum
aggregate value of transaction:
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(5)
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Total fee paid:
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[ ]
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Fee paid previously with preliminary
materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Ritter Pharmaceuticals, Inc.
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1880 Century Park East, Suite 1000
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Los Angeles, CA 90067
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August
25, 2017
Dear
Stockholder:
WE
NEED YOUR VOTE
The
special meeting of stockholders of Ritter Pharmaceuticals, Inc. originally scheduled to be held on August 24, 2017, has been adjourned
until September 8, 2017, at 9:00 AM Pacific Time (PT) at the offices of Reed Smith LLP, 1901 Avenue of the Starts, Suite 700,
Los Angeles, CA 90067.
If you have not yet voted, please vote today.
WE
NEED YOUR HELP
We
recently sent you proxy materials to obtain your vote on a proposal to amend our Amended and Restated Certificate of Incorporation
to increase the total number of authorized shares of common stock from 25,000,000 shares to 225,000,000 shares and authorized
shares of preferred stock from 5,000,000 shares to 15,000,000 shares (the “Share Increase Proposal”), and contingent
upon the approval of the Share Increase Proposal, to approve an amendment to our 2015 Equity Incentive Plan, to increase the number
of shares that we may issue under the plan by 25,858,711 shares to an aggregate of 27,500,000 shares. You should refer to the
proxy materials previously mailed to you for additional information on these matters.
Our
board of directors recommends that you vote “
FOR
” each of these proposals.
EVERY
VOTE COUNTS – PLEASE VOTE TODAY
Your
approval of the Share Increase Proposal is critical to providing the Company with a sufficient number of shares to raise capital
essential to conducting Phase 3 clinical trials of its lead product candidate, RP-G28, and to fund operations for the future growth
and stability of the Company.
If
the Share Increase Proposal is not approved, it will impair the ability of the Company to move forward with it Phase 3 clinical
trials.
If
stockholders do not approve the amendment to our 2015 Equity Plan, we believe the Company will be at a serious competitive disadvantage
within our industry. The pharmaceuticals industry in which we operate is highly competitive for talent.
Your
vote is important. Failure to vote will have the same effect as a vote “against” the Share Increase Proposal.
Voting
is quick and easy. We encourage you to vote “FOR” the proposals today.
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On
the internet – Vote online via www.proxyvote.com and follow the instructions provided in your proxy card.
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By
telephone – Call (800) 690-6903 and follow the instructions provided in your proxy card.
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By
mail–Return it in the prepaid envelope to arrive no later than September 7, 2017.
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If
you have any further questions or need assistance voting, please call us at (310) 203-1000.
Sincerely
yours,
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Michael
D. Step
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Ira
E. Ritter
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Andrew
J. Ritter
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Chief
Executive Officer
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Executive
Chairman
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President
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of
the Board of Directors
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