Current Report Filing (8-k)

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): October 15, 2019

RITTER PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-37428		26-3474527
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1880 Century Park East, Suite 1000
Los Angeles, California		90067
(Address of principal executive offices)		(Zip Code)

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):

	[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Exchange Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.001	RTTR	Nasdaq Capital Market

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with its previously announced plan to reduce operating expenses, on October 15, 2019, Ritter Pharmaceuticals, Inc. (the “Company”) and each of Andrew J. Ritter, the Company’s Chief Executive Officer, John W. Beck, the Company’s Chief Financial Officer, and Ira E. Ritter, the Company’s Chief Strategic Officer (the “Executive Officers”), entered into an amendment to their respective employment offer letters (the “Offer Letter Amendments”).

Pursuant to the terms of the Offer Letter Amendments, each of the executive officers named above has agreed to defer a portion of his annual base salary (the “Deferred Amounts”), as set forth below, until such time as the board of directors, in its sole discretion, decides to pay the Deferred Amounts (or any portion of the Deferred Amounts) to the executive officers, if ever.

Name of Executive Officer	Deferred Amount
Andrew J. Ritter	$	70,200
John W. Beck	$	33,000
Ira E. Ritter	$	53,820

The foregoing description of the Offer Letter Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter Amendments, which are filed as exhibits to this Current Report on Form 8-K as Exhibits 10.1, 10.2 and 10.3, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

10.1		Offer Letter Amendment by and between Ritter Pharmaceuticals, Inc. and Andrew J. Ritter, dated October 15, 2019.

10.2		Offer Letter Amendment by and between Ritter Pharmaceuticals, Inc. and John W. Beck, dated October 15, 2019.

10.3		Offer Letter Amendment by and between Ritter Pharmaceuticals, Inc. and Ira E. Ritter dated October 15, 2019

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.