Ritter Pharmaceuticals, Inc. Announces Stockholder Approval of Proposals Required for Merger Transaction with Qualigen, Inc.
LOS ANGELES, May 19, 2020 (GLOBE NEWSWIRE) -- Ritter Pharmaceuticals, Inc. (Nasdaq: RTTR) (“Ritter Pharmaceuticals”, “Ritter” or the “Company”), announced today that, based upon the final vote count certified by the inspector of election for the special meeting of stockholders held on May 18, 2020, its stockholders approved all of the Qualigen, Inc. merger-related proposals, including: (i) the issuance of Ritter common stock and convertible preferred stock 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, Inc. (“Qualigen”) and the change of control of Ritter resulting from the merger, (ii) a reverse stock split of the outstanding shares of common stock of the Company, at a ratio within a range of 1-for-25 to 1-for-35, as determined by the board of directors of the Company, (iii) changing the name of Ritter from “Ritter Pharmaceuticals, Inc.” to “Qualigen Therapeutics, Inc.” and (iv) the adoption of Ritter’s 2020 Equity Incentive Plan.
“We’d like to recognize our shareholders for their strong participation and overwhelming support of this transaction with Qualigen,” said Andrew J. Ritter. “We look forward to completing the merger with Qualigen, a transaction which we believe will create continued value for our shareholders.”
As previously announced, the boards of directors of both Ritter and Qualigen unanimously approved the merger, which is expected to be consummated in the next few days. In connection with the closing of the transaction, the Company will change its name to “Qualigen Therapeutics, Inc.” and the Company’s shares are expected to continue trading on The Nasdaq Capital Market under the symbol “QLGN”.
Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concerning the structure, timing and completion of the reverse stock split, the proposed merger with Qualigen, and the listing of the Company’s common stock on The Nasdaq Capital Market following the merger. The parties may not actually achieve the proposed merger or otherwise carry out the intentions or meet the expectations or projections disclosed in our forward-looking statements, and you should not place undue reliance on these forward-looking statements. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon Ritter’s and Qualigen’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, risks and uncertainties associated with the ability to consummate the proposed merger. Risks and uncertainties facing Ritter and Qualigen are described more fully in Ritter’s periodic reports and the Form S-4 registration statement filed with the Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made. Ritter undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.