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Ritter Pharmaceuticals Announces Closing of $6.0 Million At-Market Private Placement of Series B Convertible Preferred Stock and WarrantsProceeds Expected to be Sufficient to Fund Company’s Liberatus Phase 3 Clinical Trial for RP-G28 for Lactose Intolerance Through Announcement of Top-Line Data Anticipated in the Second Half of 2019 LOS ANGELES, Nov. 06, 2018 (GLOBE NEWSWIRE) -- Ritter Pharmaceuticals, Inc. (Nasdaq: RTTR) (“Ritter Pharmaceuticals” or the “Company”), a developer of novel therapeutic products that modulate the gut microbiome to treat gastrointestinal diseases (GI) with an initial focus on the development of RP-G28, a drug candidate with the potential to be the first FDA-approved treatment for lactose intolerance (LI), today announced the closing on November 5, 2018 of its previously announced private placement of Series B convertible preferred stock and warrants to certain accredited investors, including two current institutional holders of our Series A convertible preferred stock, a key vendor and a member of the Company’s board of directors. The Company received gross proceeds of approximately $6.0 million, before deducting placement agent fees and other offering expenses payable by the Company. “We are pleased with the quality of the investors participating and the vote of confidence it represents in the midst of this currently volatile market”, said Andrew J. Ritter, co-founder and chief executive officer of Ritter Pharmaceuticals. “We expect that the proceeds received from this financing will be sufficient to fund our Phase 3 clinical trial of RP-G28 for lactose intolerance known as “Liberatus”, which is now well under way, through completion and announcement of top-line data. At this time, we have achieved 100% activation of our targeted number of clinical sites around the county and enrollment is proceeding at projected rates. We remain on track to complete the study and announce top-line data, as anticipated, in the second half of 2019.” The securities sold in the private placement consist of 6,000 shares of a newly designated Series B convertible preferred stock of the Company, with a stated value of $1,000 per share and convertible into shares of our common stock at an initial conversion price per share of $1.30 (subject to customary adjustment for stock dividends and stock splits), which is above the $1.23 per share closing price of our common stock as reported on the Nasdaq Capital Market on October 30, 2018, the date the definitive agreement for the private placement was signed. In addition, each investor received a warrant to purchas a number of shares of common stock equal to 50% of the aggregate number of shares of common stock into which their Series B convertible preferred stock is initially convertible. The warrants will be exercisable immediately for a five-year period and have an initial exercise price of $1.30 per share (subject to customary adjustment for stock dividends and stock splits). Certain investors in the private placement who currently own shares of our Series A convertible preferred stock exchanged, on a 1-for-1 share basis, their Series A preferred shares for shares of a newly designated Series C convertible preferred stock of the Company, with a stated value of $1,000 per share and convertible into shares of our common stock at an initial conversion price per share of $1.64 (subject to customary adjustment for stock dividends and stock splits). The maximum aggregate number of shares of common stock that may be issued by the Company upon conversion of the Series C convertible preferred stock will be limited to 1,146,354 shares, representing 19.99% of the shares of our common stock outstanding immediately prior to execution of the definitive agreement for the private placement, unless we obtain stockholder approval to issue shares in excess of this amount in accordance with applicable rules of the Nasdaq Capital Market. A.G.P./Alliance Global Partners served as the exclusive placement agent and Roth Capital Partners, LLC acted as a financial advisor for the transaction. The securities issued and sold in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act. The Company has agreed to file a registration statement with the Securities and Exchange Commission to register the resale of the shares of common stock issuable upon conversion of the Series B preferred shares and the Series C preferred shares and upon exercise of the warrants described above. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. Any offering of the securities under the resale registration statement described above will only be by means of a prospectus. About Ritter Pharmaceuticals Forward-Looking Statements Contacts Media Contact: |