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): October 25, 2016

 

 

 

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)

 

(IRS 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 Operations and Financial Condition.

 

Ritter Pharmaceuticals, Inc. (the “Company”) is providing certain preliminary financial data with respect to the quarter ended September 30, 2016. The Company estimates cash and cash equivalents and total liabilities of the Company to be approximately $8.5 million and $3.8 million, respectively, as of September 30, 2016. Compared to the second quarter, cash and cash equivalents decreased by approximately $2.3 million and total liabilities increased by approximately $1.1 million during the third quarter.

 

The financial data presented above are preliminary and subject to revision based upon the Company’s financial closing procedures and the completion of the review of the Company’s financial statements. The Company undertakes no obligation to update or supplement the information provided above until it releases its results of operations for the three and nine months ended September 30, 2016. Mayer Hoffman McCann P.C., the Company’s independent registered public accounting firm, has not audited, reviewed, compiled or performed any procedures with respect to this financial data.

 

Item 7.01 Regulation FD Disclosure.

 

The information contained above in Item 2.02 is hereby incorporated by reference to this Item 7.01 in its entirety.

 

The information contained in this Current Report on Form 8-K 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.

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements related to the Company’s estimated cash and cash equivalents and total liabilities as of September 30, 2016. The words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. While the Company believes its plans, intentions and expectations reflected in those forward-looking statements are reasonable, these plans, intentions or expectations may not be achieved. The Company’s actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. For information about the factors that could cause such differences, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, including the information discussed under the captions “Part I, Item 1A - Risk Factors” and “Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the Company’s various other filings with the SEC. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statement.

 

  
  

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: October 25, 2016