Ritter Pharmaceuticals, Inc. Announces Form S-4 Registration Statement Declared Effective by SEC
April 16 2020 - 2:07PM
Ritter Pharmaceuticals, Inc. (Nasdaq: RTTR) (“Ritter
Pharmaceuticals”, Ritter” or the “Company”), a developer of
therapeutic products that modulate the gut microbiome to treat
gastrointestinal diseases, today announced that the U.S. Securities
and Exchange Commission (the “SEC”) has declared effective its
Registration Statement on Form S-4 relating to its previously
announced proposed merger with Qualigen, Inc. (“Qualigen”) pursuant
to the Agreement and Plan of Merger, dated as of January 15, 2020,
as amended, by and among Ritter, RPG28 Merger Sub, Inc., and
Qualigen.
The special meeting of Ritter stockholders to
vote on certain matters related to the proposed merger will be held
virtually on May 14, 2020, at 9:00 a.m., Pacific Time. As described
in the proxy materials for the special meeting, Ritter stockholders
of record as of the close of business on March 26, 2020, which is
the record date for the special meeting, will be entitled to
participate in the special meeting.
Ritter stockholders will be able to attend the
special meeting online by visiting
www.virtualshareholdermeeting.com/RTTR2020 on the date of the
meeting. To be admitted to the virtual meeting, stockholders must
enter the control number found on their proxy card or voting
instruction form. Once admitted, stockholders will be able to vote
their shares electronically and submit any questions during the
meeting. Stockholders of record may also, and are encouraged to,
vote their shares in advance of the special meeting by following
the instructions included in the proxy card or voting instruction
form being delivered to stockholders with the other proxy
materials.
The final joint proxy and consent solicitation
statement/prospectus filed with the SEC on April 9, 2020 contains
important information about the proposed merger, the merger
agreement and the proposals to be considered at the special meeting
and is available on the investors page of Ritter’s website
(www.ritterpharmaceuticals.com/investors/sec-filings-2).
If stockholders have questions or need
assistance in voting their shares, they may call Georgeson LLC at
1-866-357-4029.
About Ritter Pharmaceuticals, Inc.
Ritter Pharmaceuticals, Inc.
(www.RitterPharma.com, @RitterPharma) develops innovative
therapeutic products that modulate the gut microbiome to treat
gastrointestinal diseases. On January 15, 2020, the Company entered
into an Agreement and Plan of Merger with Qualigen, Inc., pursuant
to which Merger Sub will merge with and into Qualigen, with
Qualigen surviving as a wholly-owned subsidiary of Ritter
Pharmaceuticals, Inc.
About Qualigen, Inc.
Qualigen, Inc. (www.qualigeninc.com) is a
biotechnology company focused on developing novel therapeutics for
the treatment of cancer and infectious diseases, using similar core
nanoparticle coating technology from its FDA-approved
FastPack® System, which has been used successfully in
diagnostics for over 15 years. The Company’s cancer therapeutics
pipeline includes ALAN (AS1411-GNP), RAS-F3 and STARS™. ALAN
(AS1411-GNP) is a DNA coated gold nanoparticle cancer drug
candidate that has the potential to target virtually any cancer
type with minimal side effects. RAS-F3 is a small molecule RAS
oncogene protein-protein inhibitor for blocking RAS mutations that
lead to tumor formation, especially in pancreatic, colorectal and
lung cancers. STARS™ is a DNA/RNA-based treatment device for
removal from circulating blood of precisely targeted tumor-produced
and viral compounds. Its facility in Carlsbad, California, is FDA
and ISO Certified and its FastPack® product line is sold
worldwide by its commercial partner, Sekisui Diagnostics, LLC.
Important Additional Information About the Proposed Merger
This communication is being made in respect of
the proposed merger involving Ritter Pharmaceuticals, Inc. and
Qualigen, Inc. Ritter filed a registration statement on Form S-4
(File No. 333-23635) with the SEC. The Registration Statement on
Form S-4 was declared effective on April 9, 2020. The final joint
proxy and consent solicitation statement/prospectus was filed with
the SEC on April 9, 2020 and was first sent to the stockholders of
Ritter and Qualigen on or about April 9, 2020. The final joint
proxy and consent solicitation statement/prospectus contains
important information about Ritter, Qualigen, the proposed merger
and related matters. STOCKHOLDERS ARE URGED TO READ THE FINAL JOINT
PROXY AND CONSENT SOLICITATION STATEMENT/PROSPECTUS (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS) AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY, AS THEY CONTAIN IMPORTANT INFORMATION
THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT
THE MERGER AND RELATED MATTERS. In addition to receiving the final
joint proxy and consent solicitation statement/prospectus and proxy
card or voting instruction form by mail, stockholders will also be
able to obtain the final joint proxy and consent solicitation
statement/prospectus, as well as other filings containing
information about Ritter, without charge, from the SEC’s website
(http://www.sec.gov) or, without charge, by directing a written
request to: Ritter Pharmaceuticals, Inc., 1880 Century Park East,
Suite 1000, Los Angeles, CA 90067, Attention: Corporate
Secretary.
No Offer or Solicitation
This communication shall not constitute an offer
to sell, the solicitation of an offer to sell or an offer to buy or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Participants in the Solicitation
Ritter Pharmaceuticals, and its directors and
executive officers, may be deemed to be participants in the
solicitation of proxies from the stockholders of Ritter
Pharmaceuticals in connection with the proposed merger. Information
regarding the special interests of these directors and executive
officers in the proposed merger has been included in the joint
proxy and consent solicitation statement/prospectus. Additional
information about Ritter Pharmaceuticals’ directors and executive
officers is included in Ritter Pharmaceuticals’ definitive proxy
statement, filed with the SEC on April 26, 2019. These documents
are available free of charge at the SEC website (www.sec.gov) and
from the Corporate Secretary of Ritter Pharmaceuticals at the
address above.
ContactsInvestor Contact:John Beck 310-203-1000
john@ritterpharma.com
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