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): May 9, 2017
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)) |
| Item 2.02. | Results of Operation and Financial Condition |
On May 9, 2017, Ritter Pharmaceuticals, Inc. (the “Company”), issued a press release announcing the financial results for the three-month period ending March 31, 2017, entitled “Ritter Pharmaceuticals Reports First Quarter 2017 Financial Results and Provides Business Updates” (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed filed for the purposes of Section 18 of the United State Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of Section 18. Furthermore, the information shall not be deemed incorporated by reference into any registration statement or any other filing under the United States Securities Act of 1933, as amended, except as shall be expressly set forth by specific references in such filings.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 9, 2017, entitled “Ritter Pharmaceuticals Reports First Quarter 2017 Financial Results and Provides Business Updates” |
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.
| RITTER PHARMACEUTICALS, INC. | ||
| By: | /s/ Michael D. Step | |
| Name: | Michael D. Step | |
| Title: | Chief Executive Officer | |
Date: May 10, 2017
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 9, 2017, entitled “Ritter Pharmaceuticals Reports First Quarter 2017 Financial Results and Provides Business Updates” |
Exhibit 99.1
Ritter Pharmaceuticals Reports First Quarter 2017 Financial Results and Provides Business Updates
LOS ANGELES (May 9, 2017) – Ritter Pharmaceuticals, Inc. (NASDAQ: RTTR) (“Ritter Pharmaceuticals” or the “Company”), a leading developer of novel therapeutic products that modulate the human gut microbiome to treat gastrointestinal diseases, today reported financial results for the first quarter ended March 31, 2017 and provided other business updates.
Recent Highlights
| ● | Clinical microbiome data from the Company’s Phase 2a clinical trial of RP-G28 in patients with lactose intolerance was published in the Proceedings of the National Academy of Science; | |
| ● | Appointed William Merino, Ph.D., to the Company’s Board of Directors; | |
| ● | Rang the closing bell at NASDAQ; | |
| ● | Established a partnership with the University of Nebraska and Dr. Amanda Ramer-Tait to study the role of the microbiome and RP-G28 in metabolic syndrome; | |
| ● | Established a partnership with Dr. B. Brett Finlay from the Michael Smith Laboratories at the University of British Columbia to study the role of the microbiome and RP-G28 in environmental enteropathy; | |
| ● | Announced top-line data from our Phase 2b/3 clinical trial of RP-G28 in patients with lactose intolerance; | |
| ● | Announced the issuance of three new patents, two in the U.S. and one in Australia, directed toward compositions containing and methods of using RP-G28; and | |
| ● | Established a new equity facility with Aspire Capital Fund, LLC on May 4, 2017, to give the Company the flexibility and capability to access up to $6.5 million in equity capital in the future at the Company’s sole discretion. |
“The key event of the quarter was our announcement of top-line data from our Phase 2b/3 clinical trial of RP-G28 in patients with lactose intolerance. Results from the trial demonstrated a clinically meaningful benefit in subjects with the reduction of lactose intolerance symptoms. We are now looking forward to commencing our Phase 3 program, following our end-of-Phase 2 meeting with the FDA to discuss the steps needed for an NDA submission,” said Michael D. Step, Chief Executive Officer of Ritter Pharmaceuticals.
Andrew J. Ritter, Co-Founder and President of Ritter Pharmaceuticals, added, “We look forward to advancing RP-G28 into Phase 3, taking us one step closer to developing the first FDA-approved treatment for lactose intolerance, a condition suffered by over 40 million in the U.S. and millions more worldwide.”
First Quarter 2017 Financial Results
For the first quarter of 2017, Ritter Pharmaceuticals reported a net loss attributable to common stockholders of approximately $1.7 million compared to a net loss of approximately $3.1 million for the first quarter of 2016. Basic and diluted net loss per share was $0.14 for the three months ended March 31, 2017 compared to basic and diluted net loss per share of $0.36 for the same period in 2016.
Research and development expenses for the first quarter of 2017 totaled approximately $432,000 compared to approximately $1.9 million for the first quarter of 2016. This decrease was due to the completion of the Phase 2b/3 clinical trial.
General and administrative expenses for the first quarter of 2017 and 2016 were approximately $1.2 million.
As of March 31, 2017, Ritter Pharmaceuticals had cash and cash equivalents of approximately $5.1 million.
About Ritter Pharmaceuticals
Ritter Pharmaceuticals, Inc. (www.RitterPharma.com, @RitterPharma) develops novel therapeutic products that modulate the gut microbiome to treat gastrointestinal diseases. Its lead product candidate, RP-G28, has the potential to become the first FDA-approved treatment for lactose intolerance, a condition that affects millions worldwide. The company is further exploring the functionality and discovering the therapeutic potential gut microbiome changes may have on treating/preventing a variety of conditions including: gastrointestinal diseases, immuno-oncology, metabolic, and liver disease.
Forward-Looking Statements
This release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements related to our ability to bring RP-G28 to market. Management believes that these forward-looking statements are reasonable as and when made. However, such statements involve a number of known and unknown risks and uncertainties that could cause the Company’s future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, risks associated with the drug development process generally, including the outcomes of planned clinical trials and the regulatory review process. For a discussion of certain risks and uncertainties affecting Ritter Pharmaceuticals’ forward-looking statements, please review the Company’s reports filed with the Securities and Exchange Commission, including, but not limited to, its Annual Report on Form 10-K for the year ended December 31, 2016. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. These statements are based on management’s current expectations and Ritter Pharmaceuticals does not undertake any responsibility to revise or update any forward-looking statements contained herein, except as expressly required by law.
Contacts
Ellen Mochizuki
310-203-1000
ellen@ritterpharma.com
RITTER PHARMACEUTICALS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2017 | 2016 | |||||||
| Operating costs and expenses | ||||||||
| Research and development | $ | 432,154 | $ | 1,882,848 | ||||
| Patent costs | 77,702 | 32,364 | ||||||
| General and administrative | 1,171,325 | 1,235,018 | ||||||
| Total operating costs and expenses | 1,681,181 | 3,150,230 | ||||||
| Operating loss | (1,681,181 | ) | (3,150,230 | ) | ||||
| Other income | ||||||||
| Interest income | 7,946 | 20,566 | ||||||
| Other income | — | 1,214 | ||||||
| Total other income | 7,946 | 21,780 | ||||||
| Net loss | $ | (1,673,235 | ) | $ | (3,128,450 | ) | ||
| Net loss per share, basic and diluted | $ | (0.14 | ) | $ | (0.36 | ) | ||
| Weighted average shares outstanding, basic and diluted | 11,619,197 | 8,583,259 | ||||||
RITTER PHARMACEUTICALS, INC.
CONDENSED BALANCE SHEETS
| March 31, 2017 | December 31, 2016 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 5,092,309 | $ | 7,046,282 | ||||
| Prepaid expenses | 149,727 | 156,752 | ||||||
| Total current assets | 5,242,036 | 7,203,034 | ||||||
| Other assets | 10,326 | 10,326 | ||||||
| Property and equipment, net | 22,235 | 23,542 | ||||||
| Total Assets | $ | 5,274,597 | $ | 7,236,902 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 1,634,698 | $ | 1,896,368 | ||||
| Accrued expenses | 900,762 | 1,222,735 | ||||||
| Other liabilities | 15,133 | 14,736 | ||||||
| Total current liabilities | 2,550,593 | 3,133,839 | ||||||
| Stockholders’ equity | ||||||||
| Preferred stock, $0.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2017 and December 31, 2016 | — | — | ||||||
| Common stock, $0.001 par value; 25,000,000 shares authorized; 11,619,197 shares issued and outstanding as of March 31, 2017 and December 31, 2016 | 11,619 | 11,619 | ||||||
| Additional paid-in capital | 49,853,196 | 49,559,020 | ||||||
| Accumulated deficit | (47,140,811 | ) | (45,467,576 | ) | ||||
| Total stockholders’ equity | 2,724,004 | 4,103,063 | ||||||
| Total Liabilities and Stockholders’ Equity | $ | 5,274,597 | $ | 7,236,902 | ||||