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 23, 2018

 

RITTER PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-37428   26-3474527
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   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))

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 23, 2018, the board of directors of Ritter Pharmaceuticals, Inc. (the “Company”) appointed John W. Beck as the Company’s chief financial officer, effective May 24, 2018.

 

John W. Beck, age 58, served as chief financial officer and senior vice president of finance & operations of Ardea Biosciences Inc. (“Ardea”), from 2008 until its acquisition by AstraZeneca in 2012. Before joining Ardea, Mr. Beck spent 10 years with Metabasis Thereapeutics Inc., as a co-founder and its chief financial officer.

 

Since leaving Ardea in 2012, Mr. Beck has been serving as a board member and advisor to August Therapeutics, Inc., a San Diego California-based company developing non-systemic therapeutics to treat disordered eating and obesity, and Pinnacle Medical Holdings, LLC, a Denver Colorado-based physician-led network of health-care providers, which was acquired by OnPoint Medical Group, LLC in August 2017. Mr. Beck holds a Bachelor’s degree in Accounting from the University of Washington, Seattle and a Bachelor’s degree in Theology from a Seattle-area seminary.

 

The Company entered into an offer letter with Mr. Beck on May 23, 2018 (the “Offer Letter”). Pursuant to the terms of the Offer Letter, Mr. Beck’s annual base salary will be $320,000. He will also be eligible to receive a target annual bonus equal to 40% of his base salary, as then in effect, as determined by the board of directors, and will receive reimbursement in an amount up to $2,000 per month for reasonable travel and housing expenses in connection with his commute to Los Angeles, the Company’s headquarters. Mr. Beck will also be eligible to participate in all employee benefit programs generally available to other executive level employees of the Company.

 

Pursuant to the terms of the Offer Letter, on May 23, 2018, the board of directors granted Mr. Beck a stock option to purchase 100,000 shares of the Company’s common stock, of which 25% of the shares will vest on May 24, 2019, with the remaining shares vesting in 36 equal monthly installments beginning on the 24th day of each calendar month after May 24, 2019. The exercise price of the option is $3.32 per share, the closing price of the Company’s common stock on the date of grant.

 

The Company also entered into an Executive Severance and Change in Control Agreement (the “Severance Agreement”) with Mr. Beck, effective as of May 24, 2018.

 

The Severance Agreement provides that if after the six month anniversary of the date on which Mr. Beck’s employment with the Company commences, the Company terminates his employment without Cause (as defined in the Severance Agreement) or Mr. Beck terminates his employment for Good Reason (as defined in the Severance Agreement), Mr. Beck will be entitled to: (i) his earned but unpaid base salary through the termination date, payment of any annual, long-term, or other incentive award which relates to a completed fiscal year or performance period, as applicable, that is payable (but not yet paid) on or before the termination date, a lump-sum payment in respect of accrued but unused vacation days at Mr. Beck’s per-business-day base salary rate in effect as of the termination date, and any unpaid expense or other reimbursement due to Mr. Beck pursuant to the Company’ expense reimbursement policy (the “Accrued Obligations”); (ii) an amount equal to six months of Mr. Beck’s base salary as in effect immediately prior to the termination date; and (iii) medical, dental benefits until the earlier of (a) the six month anniversary of the termination date or (b) the date Mr. Beck becomes covered under a subsequent employer’s medical and dental plans.

 

The Severance Agreement also provides that in the event that within one month prior to or the 12 months following a Change in Control (as defined in the Severance Agreement) the Company terminates Mr. Beck’s employment without Cause or Mr. Beck terminates his employment with Good Reason, then, in lieu of the payments and benefits described in the preceding paragraph, Mr. Beck will be entitled to: (i) the Accrued Obligations; (ii) an amount equal to the sum of six months of this base salary as in effect on the termination date or the date of the Change in Control, whichever is greater; (iii) medical, dental benefits until the earlier of (a) the six month anniversary of the termination date or (b) the date Mr. Beck becomes covered under a subsequent employer’s medical and dental plans; and (iv) acceleration of vesting of all equity and equity-based awards granted to Mr. Beck.

 

Mr. Beck’s entitlement to the payments (other than the Accrued Obligations) and benefits under the Severance Agreement as described above are expressly contingent upon his providing the Company with a signed release satisfactory to the Company.

 

 
 

 

The foregoing description of the Offer Letter and the Severance Agreement is not complete and is qualified in its entirety by reference to the full text of the Offer Letter and the Severance Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K (this “Report”) and incorporated herein by reference.

 

Item 7.01. Regulation FD Disclosure.

 

On May 29, 2018, the Company issued a press release announcing the appointment of Mr. Beck as chief financial officer of the Company. A copy of the press release is attached as Exhibit 99.1 to this Report and is incorporated herein by reference.

 

The information in this Item 7.01 (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall the information in this Item 7.01 (including Exhibit 99.1 attached hereto) be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
10.1   Offer Letter with John W. Beck, dated May 23, 2018
     
10.2   Executive Severance and Change in Control Agreement, by and between the Company and John W. Beck, effective May 24, 2018
     
99.1   Press Release dated May 29, 2018, entitled “Ritter Pharmaceuticals Announces Appointment of John W. Beck as Chief Financial Officer”

 

 
 

 

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 29, 2018    

 

 
 

 

Exhibit 10.1

 

 

May 23, 2018

 

Mr. John Beck

2360 Nabal Street

Escondido, CA 92025

 

Dear Mr. Beck:

 

This letter sets forth the terms of your employment with Ritter Pharmaceuticals, Inc. (the “Company”). You shall be employed with the Company as the Chief Financial Officer with all of the duties, authorities and responsibilities commensurate with such position and shall report to the Chief Executive Officer of the Company.

 

Start Date

 

Your employment with the Company will commence on May 24, 2018 (the “Effective Date”).

 

Compensation

 

Base Salary : You will receive an annual base salary of $320,000, paid semi-monthly in accordance with the Company’s payroll practice.

 

Bonus Compensation : You will have the opportunity to earn an annual bonus based upon a percentage of your base salary and the achievement of specific performance measures as determined by the Company. Your initial target bonus opportunity percentage equals forty percent (40%). The Company will review your base salary and bonus opportunities at least annually for adjustments.

 

Severance : You will be eligible for severance benefits under the Company’s policy for employees in positions comparable to yours or pursuant to the terms, if any, of a separate agreement with the Company.

 

Stock Option : Following the Effective Date, the Company will grant you an option, pursuant to the Company’s 2015 Equity Incentive Plan (as amended from time to time, the “Plan”), to purchase 100,000 shares of the Company’s common stock (the “Common Stock”) (the “Stock Option”) at a per-share exercise price equal to the closing price for a share of the Common Stock as quoted on The NASDAQ Capital Market as of the date of grant, or if there are no sales of Common Stock on the date of grant, the last preceding date for which such quotation exists as reported in The Wall Street Journal . The Option shall be subject to four (4) year vesting, with twenty-five percent (25%) of the shares subject to the Option vesting on the first anniversary of the Effective Date and the remaining shares vesting in thirty-six (36) equal monthly installments at the end of each succeeding month. You will only have the right to exercise the Option with respect to shares that have vested. The Option will be evidenced by the Company’s standard form of Stock Option Agreement.

 

 
 

 

Mr. John Beck
May 23, 2018
Page -2-

 

Benefits

 

You will be entitled to receive all employee benefits that the Company customarily makes available to employees in positions comparable to yours. The Company currently provides employees in positions comparable to yours with two (2) weeks vacation per year. Additionally, you will be eligible to receive additional equity award grants pursuant to the terms of the Company’s equity compensation plans. You will also be entitled to receive up to $2,000.00 a month as reimbursement for reasonable travel and housing expenses incurred by you in connection with your commuting to Los Angeles from Escondido. As business needs arise and require your presence in the Los Angeles office more regularly, the Company will reimburse you for such additional reasonable expenses as may be pre-approved by the Chief Executive Officer.

 

Governing Law

 

The validity, interpretation, construction and performance of the provisions of this letter shall be governed by the laws of the State of California without reference to principles of conflicts of laws that would direct the application of the law of any other jurisdiction.

 

Severability

 

The invalidity or unenforceability of any provision of this letter will not affect the validity or enforceability of the other provisions of this offer letter, which will remain in full force and effect. Moreover, if any provision is found to be excessively broad in duration, scope or covered activity, the provision will be construed, and to the extent necessary will be deemed to be amended, so as to be enforceable to the maximum extent compatible with applicable law.

 

Employment Relationship; Modification of Terms of Offer

 

Please be advised that neither this letter nor any statement made by the Company or its parent, subsidiaries or affiliates is intended to be a contract of employment for a definite period of time. That means that the employment relationship established by this letter is “at will” and either you or the Company may terminate the employment relationship at any time and for any reason, with or without cause or notice. The Company may from time to time and in its own discretion, change the terms and conditions of your employment with or without notice.

 

To indicate your acceptance, please sign and return the enclosed copy of this letter to me by May 23, 2018.

 

Sincerely,

 

Ritter Pharmaceuticals, Inc .  
     
By: /s/ Andrew J. Ritter  
  Andrew J. Ritter  
  President  
                                                        
ACCEPTED :  
     
  /s/ John Beck  
  John Beck  
     
Date: May 22, 2018  

 

 
 

 

Exhibit 10.2

 

EXECUTIVE SEVERANCE

 

&

 

CHANGE IN CONTROL AGREEMENT

 

THIS EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT (the “ Agreement ”) is made by and between Ritter Pharmaceuticals, Inc. (the “ Company ”) and John Beck (“ Executive ”) as of May 24, 2018.

 

In consideration of the mutual promises, covenants and obligations contained herein, the Company and Executive agree as follows:

 

1. At-Will Employment . The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement, or as may otherwise be available in accordance with the Company’s established employee plans and practices in accordance with other agreements between the Company and Executive.

 

2. Definitions . For purposes of this Agreement, the following terms have the following meanings:

 

(a) “ Accrued Obligations ” means (i) Executive’s earned but unpaid Base Salary through the Termination Date; (ii) payment of any annual, long-term, or other incentive award which relates to a completed fiscal year or performance period, as applicable, and is payable (but not yet paid) on or before the Termination Date; (iii) a lump-sum payment in respect of accrued but unused vacation days at Executive’s per-business-day Base Salary rate in effect as of the Termination Date; and (iv) any unpaid expense or other reimbursements due pursuant to Company expense reimbursement policy.

 

(b) “ Affiliate(s) ” means, with respect to any specified Person (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended), any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

 

(c) “ Annual Bonus ” means Executive’s target annual bonus for the year in which the Change in Control occurs.

 

(d) “ Base Salary ” means Executive’s base rate of pay as of a specified date.

 

(e) “ Cause ” means a finding by the Company that Executive has (i) been convicted of a felony or crime involving moral turpitude; (ii) disclosed trade secrets or confidential information of the Company (or any Parent or Subsidiary) to persons not entitled to receive such information; (iii) engaged in conduct in connection with Executive’s employment or service to the Company (or any Parent or Subsidiary), that has, or could reasonably be expected to result in, material injury to the business or reputation of the Company (or any Parent or Subsidiary), including, without limitation, act(s) of fraud, embezzlement, misappropriation and breach of fiduciary duty; (iv) violated the operating and ethics policies of the Company (or any Parent or Subsidiary) in any material way, including, but not limited to those relating to sexual harassment and the disclosure or misuse of confidential information; (v) engaged in willful and continued negligence in the performance of the duties assigned to Executive by the Company, after Executive has received notice of and failed to cure such negligence; or (vi) breached any material provision of any agreement between Executive and the Company (or any Parent or Subsidiary), including, without limitation, any confidentiality agreement.

 

 
 

 

(f) “ Change in Control ” means the occurrence of any of the following events any time after the six (6) month anniversary of the date on which Executive’s employment with the Company commences:

 

  (i) Any “person” (as such term is used in sections 13(d) and 14(d) of the Exchange Act) becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the voting power of the then outstanding securities of the Company; provided that a Change of Control shall not be deemed to occur as a result of a change of ownership resulting from the death of a shareholder, and a Change of Control shall not be deemed to occur as a result of a transaction in which the Company becomes a subsidiary of another corporation and in which the shareholders of the Company, immediately prior to the transaction, will beneficially own, immediately after the transaction, shares entitling such shareholders to more than 50% of all votes to which all shareholders of the parent corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote)
     
  (ii) A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or
     
  (iii) The consummation of (A) a merger or consolidation of the Company with another corporation where the shareholders of the Company, immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such shareholders to more than 50% of all votes to which all shareholders of the surviving corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote); (B) a sale or other disposition of all or substantially all of the assets of the Company; or (C) a liquidation or dissolution of the Company.

 

- 2 -
 

 

(g) “ Disability ” means total and permanent disability as defined in Section 22(e)(3) of the Code or in the Company’s long-term disability plan. A termination of Executive’s employment due to a Disability shall be effective only if the party terminating Executive’s employment first gives at least 15 days’ written notice of such termination to the other party.

 

(h) “ Good Reason ” means, without Executive’s express written consent, the occurrence of any one or more of the following: (i) a substantial and material diminution in Executive’s duties or responsibilities; (ii) a material reduction in Executive’s Base Salary; or (iii) the relocation of Executive’s principal place of employment to a location that is more than 50 miles from the prior location. A termination of employment by Executive for Good Reason shall be effectuated by giving the Company written notice (“ Notice of Termination for Good Reason ”), not later than 90 days following the occurrence of the circumstance that constitutes Good Reason, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which Executive relied. The Company shall be entitled, during the 30-day period following receipt of a Notice of Termination for Good Reason, to cure the circumstances that gave rise to Good Reason, provided that the Company shall be entitled to waive its right to cure or reduce the cure period by delivery of written notice to that effect to Executive (such 30-day or shorter period, the “ Cure Period ”). If, during the Cure Period, such circumstance is remedied, Executive will not be permitted to terminate employment for Good Reason as a result of such circumstance. If, at the end of the Cure Period, the circumstance that constitutes Good Reason has not been remedied, Executive shall terminate employment for Good Reason on the date of expiration of the Cure Period.

 

(i) “ Termination Date ” means the date on which Executive’s employment hereunder terminates.

 

3. Termination Without Cause or by Executive With Good Reason . Subject to Section 6 below, if, after the six (6) month anniversary of the date on which Executive’s employment with the Company commences, the Company terminates Executive’s employment without Cause, or the Executive terminates for Good Reason, Executive shall be entitled to: (a) the Accrued Obligations; (b) an amount equal to six (6) months of the Base Salary as in effect immediately prior to the Termination Date, paid in a lump sum on the sixtieth (60 th ) day following the Termination Date; and (c) medical, dental benefits provided by the Company to Executive and Executive’s spouse and dependents (in each case, as provided in any applicable plan) at least equal to the levels of benefits provided to other similarly situated active employees of the Company and its subsidiaries until the earlier of (i) the six (6) month anniversary of the Termination Date or (ii) the date that Executive becomes covered under a subsequent employer’s medical and dental plans.

 

4. Change in Control Termination . Subject to Section 6 below, in the event that within the one (1) month prior to or the twelve (12) months following a Change in Control the Company terminates Executive’s employment without Cause, or the Executive terminates for Good Reason, then, in lieu of the payments and benefits otherwise due to Executive under Section 3 above, Executive shall be entitled to: (a) the Accrued Obligations; (b) an amount equal to the sum of six (6) months of the Base Salary as in effect on the Termination Date or the date of the Change in Control, whichever is greater; (c) medical, dental benefits provided by the Company to Executive and Executive’s spouse and dependents (in each case, as provided in any applicable plan) at least equal to the levels of benefits provided to other similarly situated active employees of the Company and its subsidiaries until the earlier of (i) the six (6) month anniversary of the Termination Date or (ii) the date that Executive becomes covered under a subsequent employer’s medical and dental plans; and (d) acceleration of vesting of all equity and equity-based awards.

 

- 3 -
 

 

5. Other Terminations . If Executive’s employment hereunder is terminated (a) by Executive without Good Reason; (b) by the Company for Cause; or (c) due to Executive’s death or Executive’s Disability, Executive and/or Executive’s estate or beneficiaries shall be entitled to the Accrued Obligations.

 

6. Release . Executive’s entitlement to the payments (other than the Accrued Obligations) and benefits described in Sections 3 and 4 above is expressly contingent upon Executive providing the Company with a signed release satisfactory to the Company (the “ Release ”). To be effective, such Release must be delivered by Executive to the Company no later than 45 days following the Termination Date and must not be revoked during the seven (7) days following such delivery. If such Release is not executed in a timely manner or is revoked, all such payments and benefits shall immediately cease and the Executive shall be required to repay to the Company any such payments that have already been paid to the Executive.

 

7. Withholding . The Company shall withhold all applicable federal, state and local taxes, social security and workers’ compensation contributions and other amounts as may be required by law with respect to compensation payable to Executive.

 

8. Modification of Payments . In the event it shall be determined that any payment, right or distribution by the Company or any other person or entity to or for the benefit of Executive pursuant to the terms of this Agreement or otherwise, in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or a substantial portion of its assets (a “ Payment ”) is a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”) on account of the aggregate value of the Payments due to Executive being equal to or greater than three times the “base amount,” as defined in Section 280G(b)(3) of the Code, (the “ Parachute Threshold ”) so that Executive would be subject to the excise tax imposed by Section 4999 of the Code (the “ Excise Tax ”) and the net after-tax benefit that Executive would receive by reducing the Payments to the Parachute Threshold is greater than the net after-tax benefit Executive would receive if the full amount of the Payments were paid to Executive, then the Payments payable to Executive shall be reduced (but not below zero) so that the Payments due to Executive do not exceed the amount of the Parachute Threshold, reducing first any Payments under Section 4(d) above.

 

9. Section 409A . (a) Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Code (“ Section 409A ”) or shall comply with the requirements of such provision.

 

- 4 -
 

 

(b) Notwithstanding any provision of this Agreement to the contrary, if Executive is a “specified employee” within the meaning of Section 409A, any payments or arrangements due upon a termination of Executive’s employment under any arrangement that constitutes a “nonqualified deferral of compensation” within the meaning of Section 409A and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption or the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided, without interest, on the earlier of (i) the date which is six months after Executive’s “separation from service” (as such term is defined in Section 409A and the regulations and other published guidance thereunder) for any reason other than death, and (ii) the date of Executive’s death.

 

(c) After any Termination Date, Executive shall have no duties or responsibilities that are inconsistent with having a “separation from service” within the meaning of Section 409A and, notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment of nonqualified deferred compensation may only be made upon a “separation from service” as determined under Section 409A and such date shall be the Termination Date for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement which constitutes a “nonqualified deferral of compensation” within the meaning of Section 409A and to the extent an amount is payable within a time period, the time during which such amount is paid shall be in the discretion of the Company.

 

10. Merger Clause . Effective as of the Effective Date, this Agreement contains the complete, full, and exclusive understanding of Executive and the Company as to its subject matter and shall, on such date, and supersede any prior agreement between Executive and the Company regarding severance benefits. Any amendments to this Agreement shall be effective and binding on Executive and the Company only if any such amendments are in writing and signed by both Parties.

 

11. Assignment . (a) This Agreement is personal to Executive and, without the prior written consent of the Company, shall not be assigned by Executive otherwise than by will or the laws of descent and distribution, and any assignment in violation of this Agreement shall be void.

 

(b) This Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amounts would still be payable to him or her hereunder if he or she had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee or other designee or, should there be no such designee, to Executive’s estate.

 

(c) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company (a “ Successor ”) to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would have been required to perform it if no such succession had taken place. As used in this Agreement, (i) the term “ Company ” shall mean the Company as hereinbefore defined and any Successor and any permitted assignee to which this Agreement is assigned and (ii) the term “ Board ” shall mean the Board as hereinbefore defined and the board of directors or equivalent governing body of any Successor and any permitted assignee to which this Agreement is assigned.

 

- 5 -
 

 

12. Dispute Resolution . The parties agree that any dispute arising out of or relating to this Agreement or the formation, breach, termination or validity thereof, will be settled by binding arbitration by a panel of three arbitrators in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration proceedings will be located in Los Angeles County, California. The arbitrators are not empowered to award damages in excess of compensatory damages and each party irrevocably waives any damages in excess of compensatory damages. Judgment upon any arbitration award may be entered into any court having jurisdiction thereof and the parties consent to the jurisdiction of any court of competent jurisdiction located in the State of California.

 

13. GOVERNING LAW . THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN THE STATE OF CALIFORNIA, AND THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT IN ALL RESPECT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAW.

 

14. Amendment; No Waiver . No provision of this Agreement may be amended, modified, waived or discharged except by a written document signed by Executive and duly authorized officer of the Company. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered as a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No failure or delay by any party in exercising any right or power hereunder will operate as a waiver thereof, nor will any single or partial exercise of any other right or power. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by any party, which are not set forth expressly in this Agreement.

 

15. Severability . If any term or provision of this Agreement is invalid, illegal or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of this Agreement shall nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party. Upon any such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

 

16. Survival . The rights and obligations of the parties under the provisions of this Agreement that relate to post-termination obligations shall survive and remain binding and enforceable, notwithstanding the expiration of the term of this Agreement, the termination of Executive’s employment with the Company for any reason or any settlement of the financial rights and obligations arising from Executive’s employment hereunder, to the extent necessary to preserve the intended benefits of such provisions.

 

- 6 -
 

 

17. Notices . All notices and other communications required or permitted by this Agreement will be made in writing and all such notices and communications will be deemed to have been duly given when delivered or (unless otherwise specified) mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to the Company at its headquarters, and addressed to Executive at his last address on file with the Company, or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

 

18. Headings and References . The headings of this Agreement are inserted for convenience only and neither constitute a part of this Agreement nor affect in any way the meaning or interpretation of this Agreement. When a reference in this Agreement is made to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated.

 

19. Counterparts . This Agreement may be executed in one or more counterparts (including via facsimile), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

 

- 7 -
 

 

IN WITNESS WHEREOF , this Agreement has been executed by the parties as of the date first written above.

 

  RITTER PHARMACEUTICALS, INC.
     
  By: /s/ Andrew J. Ritter
  Name: Andrew J. Ritter
  Title: President
                                                 
  Executive
   
    /s/ John Beck
    John Beck

 

- 8 -
 

 

Exhibit 99.1

 

Ritter Pharmaceuticals Announces Appointment of John W. Beck as Chief Financial Officer

 

LOS ANGELES (May 29, 2018) – Ritter Pharmaceuticals, Inc. (Nasdaq: RTTR) (“Ritter Pharmaceuticals” or the “Company”), a developer of novel therapeutic products that modulate the gut microbiome to treat gastrointestinal diseases (GI) 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 announced it has appointed John W. Beck as chief financial officer.

 

“We are pleased to add an executive of Mr. Beck’s caliber to our Company as we continue to expand and strengthen our management team during this exciting time of growth and product advancement,” said Michael D. Step, chief executive officer of the Company. “John has an extensive track record of success at multiple life sciences companies including his role as CFO for Ardea Biosciences, Inc., which in 2012, was acquired by AstraZeneca for $1.26B. Mr. Beck’s significant experience in public company management, his relationships within the investor community and his background in licensing and mergers and acquisitions will serve an important function for Ritter Pharmaceuticals as it moves into phase 3 clinical development with RP-G28 and prepares to commercialize this important asset, either alone or with partners, and build value for investors.”

 

“I am delighted to be joining the growing team of biotech professionals at Ritter Pharmaceuticals during this very important and exciting time,” said Mr. Beck. “I look forward to working with them to expand and enhance the awareness of RP-G28’s potential to drive near-term shareholder value as well as its longer-term potential to help the millions around the world afflicted by this unmet medical need.”

 

Mr. Beck joins Ritter Pharmaceuticals with over 25 years of experience in leadership roles across finance, accounting and compliance, capital markets, fundraising, mergers and acquisitions and commercial operations in life sciences and high technologies companies. Before joining Ardea, Mr. Beck spent 10 years with Metabasis Therapeutics Inc., as a co-founder and chief financial officer. Prior to joining Metabasis, Mr. Beck served as finance director at Neurocrine Biosciences, Inc. from 1994 to 1998, where he played an important role in that company’s IPO. Mr. Beck currently serves on the boards of advisors of August Therapeutics, Inc. in San Diego, California and Pinnacle Medical Holdings, LLC, in Denver Colorado. Mr. Beck holds a Bachelor’s Degree in Accounting from the University of Washington, Seattle as well as a degree in Theology from a Seattle-area seminary.

 

 
 

 

About Ritter Pharmaceuticals

 

Ritter Pharmaceuticals, Inc. (www.RitterPharma.com, @RitterPharma) develops novel therapeutic products that modulate the gut microbiome to treat 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 millions of people worldwide. RP-G28 has been studied in Phase 2 trials, and is expected to commence Phase 3 clinical development in the second quarter of 2018. 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, including statements regarding the timing and commencement of our first Phase 3 clinical trial. Any statements contained herein that do not describe historical facts are forward-looking statements that 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. 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. These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, except as otherwise required by law, whether as a result of new information, future events or otherwise.

 

Contacts

Investor Contact:

Shaun Novin
310-203-1000
shaun@ritterpharma.com

 

Media Contact:

Jules Abraham
CoreIR

917-885-7378

julesa@coreir.com