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 14, 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 2.02. Results of Operation and Financial Condition
On May 14, 2019, Ritter Pharmaceuticals, Inc. (the “Company”), issued a press release announcing the financial results for the three months ended March 31, 2019, entitled “Ritter Pharmaceuticals Reports Financial Results for the Three Months Ended March 31, 2019” (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 14, 2019, entitled “Ritter Pharmaceuticals Reports Financial Results for the Three Months Ended March 31, 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.
| RITTER PHARMACEUTICALS, INC. | ||
| By: | /s/ Andrew J. Ritter | |
| Name: | Andrew J. Ritter | |
| Title: | Chief Executive Officer | |
Date: May 15, 2019
Exhibit 99.1
Ritter Pharmaceuticals Reports Financial Results for the Three Months Ended March 31, 2019
LOS ANGELES (May, 14 2019) – Ritter Pharmaceuticals, Inc. (Nasdaq: RTTR) (“Ritter Pharmaceuticals” or the “Company”), a developer of innovative therapeutic products that modulate the gut microbiome to treat gastrointestinal diseases 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 reported financial results for the three months ended March 31, 2019.
“Primary efforts over the past quarter have been focused on ensuring quality and compliance in our 557 subject Phase 3 clinical trial, called Liberatus. All subjects have now completed the treatment phase of the study, with only the 90-day real-world observational period remaining.” said Andrew J. Ritter, Chief Executive Officer of Ritter Pharmaceuticals. “We remain on track and look forward to completing the study and reporting top-line results early in the fourth quarter of 2019.”
John Beck, Chief Financial Officer, added, “Cash burn for the first quarter of 2019 was in line with our expectations as we progressed through the costliest phase of the Liberatus study and, as we move towards study completion, is expected to subside considerably. We remain on target to reach data readout with cash reserves in line with previous projections.”
Quarter ended March 31, 2019 Financial Results
As of March 31, 2019, we had $8.3 million in cash, cash equivalents, interest income receivable and short-term investments in marketable securities, compared to $14.9 million in cash, cash equivalents, interest income receivable and short-term investments in marketable securities as of December 31, 2018. The net decrease in cash, cash equivalents, interest income receivable and short-term investments in marketable securities as of March 31, 2019 was due to our use of cash to fund our Phase 3 clinical study of RP-G28 and for other general corporate purposes.
Operating expenses increased to $4.8 million for the three months ended March 31, 2019 from $2.0 million for the three months ended March 31, 2018. The increase in total operating expenses was primarily a result of an increase in development expenses due to the continued progression of our ongoing Phase 3 clinical trial of RP-G28 through completion of enrollment in March 2019, as well as an increase in consulting and professional outside services and related costs to support these increased development activities, offset by reductions in non-cash stock-based compensation. Operating expenses during the three months ended March 31, 2018 primarily reflect the preparation for the Phase 3 clinical trial of RP-G28 and associated manufacturing costs offset by a reduction in management and monitoring costs associated with the favorable settlement of certain disputed payables related to our prior clinical research organization.
Net loss applicable to common stockholders increased to $4.7 million, or $0.58 per share, for the three months ended March 31, 2019, from $2.0 million, or $0.41 per share, for the three months ended March 31, 2018. Net loss applicable to common stockholders included non-cash, stock-based compensation charges of $146,000, or $0.02 per share, as compared to stock-based compensation of $213,000, or $0.04 per share, for the three months ended March 31, 2019 and 2018, respectively.
About Ritter Pharmaceuticals
Ritter Pharmaceuticals, Inc. (www.RitterPharma.com, @RitterPharma) develops innovative therapeutic products that modulate the gut microbiome to treat digestive disorders and gastrointestinal diseases. The Company’s lead product candidate, RP-G28, has the potential to become the first FDA-approved treatment for lactose intolerance, a condition that affects over one billion people worldwide. RP-G28 is in Phase 3 clinical development with its first Phase 3 clinical trial, known as “Liberatus,” currently underway. The Company is further exploring the therapeutic potential that gut microbiome changes may have on treating/preventing a variety of diseases including gastrointestinal diseases, cancer, metabolic, and liver disease.
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that express the current beliefs and expectations of Ritter Pharmaceuticals’ management. Any statements contained herein that do not describe historical facts are forward-looking statements, including statements related to our anticipated timing for completion of the Liberatus study and our release of data from the study and our expectations with respect to our cash burn and cash reserves following completion of our Liberatus study. Forward-looking statements are subject to risks and uncertainties that could cause actual results, performance and achievements to differ materially from those discussed in such forward-looking statements. Some of the factors that could affect our actual results are included in the periodic reports on Form 10-K and Form 10-Q that we file with the Securities and Exchange Commission. Ritter cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date they were made. The Company undertakes no obligation to update or revise forward-looking statements, except as otherwise required by law, whether as a result of new information, future events or otherwise.
Contacts
Investor Contact:
John Beck
310-203-1000
john@ritterpharma.com
RITTER PHARMACEUTICALS, INC.
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| For the Three Months Ended March 31, | ||||||||
| 2019 | 2018 | |||||||
| Operating costs and expenses: | ||||||||
| Research and development | $ | 3,574,855 | $ | 849,683 | ||||
| Patent costs | 48,625 | 63,088 | ||||||
| General and administrative | 1,153,577 | 1,125,891 | ||||||
| Total operating costs and expenses | 4,777,057 | 2,038,662 | ||||||
| Operating loss | (4,777,057 | ) | (2,038,662 | ) | ||||
| Other income: | ||||||||
| Interest income | 71,291 | 25,972 | ||||||
| Total other income | 71,291 | 25,972 | ||||||
| Net loss applicable to common stockholders | $ | (4,705,766 | ) | $ | (2,012,690 | ) | ||
| Other comprehensive loss: | ||||||||
| Unrealized loss on debt securities | 1,511 | - | ||||||
| Comprehensive loss | $ | (4,704,255 | ) | $ | (2,012,690 | ) | ||
| Net loss per common share – basic and diluted | $ | (0.58 | ) | $ | (0.41 | ) | ||
| Weighted average common shares outstanding – basic and diluted | 8,055,921 | 4,944,763 | ||||||
RITTER PHARMACEUTICALS, INC.
BALANCE SHEETS
| March 31, 2019 | December 31, 2018 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 5,516,748 | $ | 7,812,259 | ||||
| Accrued interest receivable | 17,393 | 54,456 | ||||||
| Investment in marketable securities | 2,765,996 | 6,988,780 | ||||||
| Prepaid expenses | 442,208 | 421,522 | ||||||
| Total current assets | 8,742,345 | 15,277,017 | ||||||
| Other assets | ||||||||
| Right-of-use assets | 172,615 | - | ||||||
| Other assets | 27,259 | 22,725 | ||||||
| Total other assets | 199,874 | 22,725 | ||||||
| Property and equipment, net | 18,797 | 20,160 | ||||||
| Total Assets | $ | 8,961,016 | $ | 15,319,902 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 2,133,386 | $ | 4,512,316 | ||||
| Accrued expenses | 1,814,366 | 1,407,843 | ||||||
| Lease liabilities | 113,790 | - | ||||||
| Other liabilities | - | 13,359 | ||||||
| Total current liabilities | 4,061,542 | 5,933,518 | ||||||
| Lease liabilities, non-current | 70,854 | - | ||||||
| Total Liabilities | 4,132,396 | 5,933,518 | ||||||
| Stockholders’ equity | ||||||||
| Series A preferred stock, $0.001 par value; 15,000,000 shares authorized, 4,080 shares issued and outstanding as of March 31, 2019 and December 31, 2018 | 2,289,324 | 2,289,324 | ||||||
| Series B preferred stock, $0.001 par value; 1,000,000 shares authorized, 3,000 and 5,608 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 2,090,199 | 3,906,931 | ||||||
| Series C preferred stock, $0.001 par value; 100,000 shares authorized, 240 and 1,880 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 240,000 | 1,880,000 | ||||||
| Common stock, $0.001 par value; 225,000,000 shares authorized, 9,042,332 and 6,036,562 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 9,042 | 6,037 | ||||||
| Additional paid-in capital | 75,105,378 | 71,505,160 | ||||||
| Accumulated other comprehensive income (loss) | 1,511 | (923 | ) | |||||
| Accumulated deficit | (74,906,834 | ) | (70,200,145 | ) | ||||
| Total stockholders’ equity | 4,828,620 | 9,386,384 | ||||||
| Total Liabilities and Stockholders’ Equity | 8,961,016 | $ | 15,319,902 | |||||