Registration Pursuant to Securities Act Rule 462(b) of up to an Additional 20% of Securities for an Offering That Was Registe...
May 20 2020 - 4:13PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on May 20, 2020
Registration
No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-4
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RITTER
PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
Delaware
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2834
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26-3474527
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(State
or other jurisdiction of
incorporation or organization)
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(Primary
Standard Industrial
Classification Code Number)
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(I.R.S.
Employer
Identification Number)
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1880
Century Park East, Suite 1000
Los
Angeles, CA 90067
(310)
203-1000
(Address including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Andrew
J. Ritter
Chief
Executive Officer
Ritter
Pharmaceuticals, Inc.
1880
Century Park East, Suite 1000
Los
Angeles, CA 90067
(310)
203-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Michael
Sanders
Jennifer
W. Cheng
Wendy
Grasso
Reed
Smith LLP
1901
Avenue of the Stars, Suite 700
Los
Angeles, California 90067-6078
(310)
734-5200
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Michael
Poirier
Qualigen,
Inc.
2042
Corte Del Nogal
Carlsbad,
CA 92011
(760)
918-9165
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Hayden
Trubitt
Stradling
Yocca Carlson & Rauth, a Professional Corporation
4365
Executive Drive, Suite 1500
San
Diego, CA 92121
(858)
926-3000
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Approximate
date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this
registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement, as amended, as described
herein.
If
the securities being registered on this Form are being offered in connection with the formation of a holding company and there
is compliance with General Instruction G, please check the following box. [ ]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering. [X] 333-236235
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [X]
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Smaller
reporting company [X]
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Emerging
growth company [X]
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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 7(a)(2)(B) of the Securities Act.
[ ]
If
applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange
Act Rule 13(e)-4(i) (Cross-Border Issuer Tender Offer) [ ]
Exchange
Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) [ ]
THIS
REGISTRATION STATEMENT SHALL BE COME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE
462(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
CALCULATION
OF REGISTRATION FEE
Title of Each Class of Security Being Registered
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Amount to be Registered(1)
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Proposed Maximum Offering Price Per Share
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Proposed Maximum Aggregate Offering Price(3)
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Amount of Registration
Fee(4)
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Common stock, $0.001 par value per share
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95,000
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(2)
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N/A
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$
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316.67
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$
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1.00
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(1)
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Pursuant
to Rule 416 under the Securities Act of 1933, as amended, the shares being registered hereunder include such indeterminate
number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder
as a result of stock splits, reverse stock splits, stock dividends or similar transactions.
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(2)
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Represents
the maximum number of additional shares of common stock, $0.001 par value per share, of Ritter Pharmaceuticals, Inc.,
a Delaware corporation (“Ritter”), estimated to be issued in connection with the proposed merger of RPG28 Merger
Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Ritter, with and into Qualigen, Inc., a Delaware corporation
(“Qualigen”), as described in the Registration Statement on Form S-4 initially filed with the Securities and Exchange
Commission on February 4, 2020, as amended on March 13, 2020, March 27, 2020, and twice on April 6, 2020 (Registration No.
333-236235), and which was declared effective by the Securities and Exchange Commission on April 9, 2020 (the “Initial
Registration Statement”). Ritter previously registered an aggregate of 524,049,410 shares of common stock, $0.001
par value per share, and 5,360 shares of Series Alpha convertible preferred stock, $0.001
par value per share, pursuant to the Initial Registration Statement.
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(3)
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Estimated
solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act of 1933, as
amended. Qualigen is a private company, no market exists for its securities, and Qualigen has an accumulated capital deficit.
Therefore, the proposed maximum aggregate offering price is based on one-third of the aggregate par value of the Qualigen
securities expected to be exchanged in the proposed merger.
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(4)
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This
fee has been calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended, and has been rounded up to the
nearest $1.00.
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EXPLANATORY
NOTE AND INCORPORATION OF DOCUMENTS BY REFERENCE
Ritter
Pharmaceuticals, Inc. (“Ritter”) is filing this registration statement (this “462(b) Registration Statement”)
with the Securities and Exchange Commission pursuant to General Instruction K of Form S-4 and Rule 462(b) of the Securities Act
of 1933, as amended (the “Securities Act”), for the sole purpose of registering an additional 95,000 shares
of common stock, par value $0.001 per share, of Ritter (the “Ritter Common Stock”), to be issued in connection with
the merger of RPG28 Merger Sub, Inc., a wholly-owned subsidiary of Ritter, with and into Qualigen, Inc. (“Qualigen”),
with Qualigen as the surviving entity in the merger. Ritter has previously registered 342,839,379 shares of Ritter Common Stock
and 5,360 shares of Series Alpha convertible preferred stock, $0.001 par value per share
(the “Ritter Preferred Stock”), along with an additional 181,210,031 shares of Ritter Common Stock issuable
upon conversion of the shares of Ritter Preferred Stock, under the Securities Act, by means of its currently effective registration statement on Form S-4, Registration No. 333-236235, as amended (the
“Initial Registration Statement”).
In
accordance with Rule 462(b) under the Securities Act, this 462(b) Registration Statement incorporates by reference the contents
of the Initial Registration Statement, which was declared effective on April 9, 2020, including all amendments, supplements and
exhibits thereto and all information incorporated by reference or deemed to be incorporated by reference therein. Additional opinions
and consents required to be filed with this 462(b) Registration Statement are listed on the Exhibit Index attached to and filed
with this 462(b) Registration Statement.
EXHIBIT
INDEX
SIGNATURES
Pursuant
to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of Los Angeles, State of California, on May 20, 2020.
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RITTER
PHARMACEUTICALS, INC.
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By:
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/s/ Andrew J. Ritter
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Andrew
J. Ritter
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Chief
Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
Andrew J. Ritter
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President
and Chief Executive Officer and Director
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May
20, 2020
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Andrew
J. Ritter
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(Principal
Executive Officer)
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/s/
John W. Beck
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Chief
Financial Officer
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May
20, 2020
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John
W. Beck
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(Principal
Financial and Accounting Officer)
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/s/
Ira E. Ritter
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Director
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May
20, 2020
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Ira
E. Ritter
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/s/
Noah Doyle
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Director
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May
20, 2020
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Noah
Doyle
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Director
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Matthew
W. Foehr
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/s/
Paul V. Maier
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Director
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May
20, 2020
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Paul
V. Maier
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/s/
William M. Merino
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Director
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May
20, 2020
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William
M. Merino
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