Item
1.01. Entry into a Material Definitive Agreement.
On
September 29, 2017, Ritter Pharmaceuticals, Inc., a Delaware corporation (the “Company”), entered into an underwriting
agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (the “Underwriter”) pursuant to which
the Company sold to the Underwriter in a public offering (the “Offering”) an aggregate of (i) 34,550,000 Class A Units
consisting of 34,550,000 shares of its common stock, par value $0.001 per share (the “Common Stock”), at a public
offering price of $0.40 per unit, and warrants to purchase 34,550,000 shares of Common Stock, at a public offering price of $0.40
per unit, and (ii) 9,180 Class B Units consisting of 9,180 shares of its Series A Convertible Preferred Stock, with a stated value
of $1,000, and convertible into an aggregate of 22,950,000 shares of Common Stock, and warrants to purchase 22,950,000 shares
of Common Stock, at a public offering price of $1,000 per unit.
In
addition, the Underwriter was granted an over-allotment option (the “Over-allotment Option”) for a period of 45 days
to purchase up to an additional 8,625,000 shares of Common Stock and/or additional warrants to purchase up to 8,625,000 shares
of Common Stock.
The
Company also entered into a warrant agency agreement with its transfer agent, Corporate Stock Transfer, Inc., who will act as
warrant agent for the Company, setting forth the terms and conditions of the warrants sold in the Offering (the “Warrant
Agency Agreement”). The warrants have an exercise price of $0.44, are exercisable upon issuance and will expire five years
from the date of issuance.
The
Offering closed on October 3, 2017. The Company conducted the Offering pursuant to a Registration Statement on Form S-1 (File
No. 333-219147), which was declared effective by the Securities and Exchange Commission on September 28, 2017. As of the closing
of the Offering, the Underwriter has exercised the Over-Allotment Option with respect to warrants to purchase 2,975,000 shares
of Common Stock.
The
foregoing description of the Underwriting Agreement and the Warrant Agency Agreement are not complete and are qualified in their
entirety by reference to the full text of the Underwriting Agreement and Warrant Agency Agreement (including the form of warrant
certificate included in the Warrant Agency Agreement), which are filed as Exhibits 1.1 and 4.1, respectively, to this Current
Report on Form 8-K (this “Report”) and are incorporated herein by reference.