Ritter Pharmaceuticals, Inc. Announces Expected Closing of Merger Transaction with Qualigen, Inc.

LOS ANGELES, May 22, 2020 (GLOBE NEWSWIRE) -- Ritter Pharmaceuticals, Inc. (Nasdaq: RTTR) (“Ritter Pharmaceuticals”, “Ritter” or the “Company”), today announced that its pending merger transaction with Qualigen, Inc. is currently expected to close after market hours today, Friday, May 22, 2020.

As previously announced, Ritter’s stockholders voted to approve the proposals required to complete the merger transaction, including a reverse stock split within a range of 1-for-25 to 1-for-35, as determined by Ritter’s board of directors. In connection with these approvals, the board of directors of Ritter has approved a reverse stock split of Ritter’s outstanding common stock at a ratio of one new share for every 25 shares outstanding, which is expected to become effective immediately prior to the consummation of the merger.

Immediately following the closing, Ritter will be renamed “Qualigen Therapeutics, Inc.,” and is expected to trade on The Nasdaq Capital Market on a post-reverse stock split basis under the new ticker symbol “QLGN” beginning on Tuesday, May 26, 2020. Qualigen, Inc. will be a wholly-owned subsidiary of Qualigen Therapeutics, Inc.

Persons who hold Ritter common stock immediately prior to the reverse stock split and merger will be entitled to receive a distribution of nontransferable Ritter contingent value rights from the Company. The contingent value rights will provide their holders with potential cash payment rights in the event of certain monetizations (if any and if ever) within a certain time period of Ritter’s intellectual property related to modulation of the gut microbiome to treat gastrointestinal diseases.

Forward-Looking Statements

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 and the proposed merger with Qualigen. 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 and whether and when there would ever be meaningful cash payments, or any cash payments at all, under the contingent value rights. 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 and declared effective by 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.

Investor Contact for Ritter Pharmaceuticals, Inc.:

John Beck

310-203-1000

Investor Contact for Qualigen Therapeutics, Inc.:

LHA Investor Relations

Yvonne Briggs



or

Bruce Voss