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 15, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with its previously announced plan to reduce operating expenses, on October 15, 2019, Ritter Pharmaceuticals, Inc. (the “Company”) and each of Andrew J. Ritter, the Company’s Chief Executive Officer, John W. Beck, the Company’s Chief Financial Officer, and Ira E. Ritter, the Company’s Chief Strategic Officer (the “Executive Officers”), entered into an amendment to their respective employment offer letters (the “Offer Letter Amendments”).
Pursuant to the terms of the Offer Letter Amendments, each of the executive officers named above has agreed to defer a portion of his annual base salary (the “Deferred Amounts”), as set forth below, until such time as the board of directors, in its sole discretion, decides to pay the Deferred Amounts (or any portion of the Deferred Amounts) to the executive officers, if ever.
| Name of Executive Officer | Deferred Amount | |||
| Andrew J. Ritter | $ | 70,200 | ||
| John W. Beck | $ | 33,000 | ||
| Ira E. Ritter | $ | 53,820 | ||
The foregoing description of the Offer Letter Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter Amendments, which are filed as exhibits to this Current Report on Form 8-K as Exhibits 10.1, 10.2 and 10.3, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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: October 15, 2019
Exhibit 10.1
October 15, 2019
Andrew J Ritter
970 Amherst Ave., Los Angeles, CA 90049
| Re: | Amendment to Employment Salary Terms |
Dear Andrew:
This letter sets forth the terms and conditions of an amendment to your Employment Agreement, Offer Letter, Executive Severance and Change in Control Agreement and any other agreements between you and Ritter Pharmaceuticals, Inc. (the “Company”). This amendment shall take effect as of October 1, 2019 (the “Amendment Effective Date”). Parties acknowledge and agree that, other than as specified below, all provisions of your previous agreements with the Company shall remain unchanged and unaffected by the amendment, and shall continue, in accordance with their respective terms and conditions, with full force and effect; provided, however, that to the extent any preexisting provision of a previous agreement with the Company conflicts or is inconsistent with the amendment below, the amendment below shall govern, supersede, and control such conflicting provisions of the such previous agreement.
AMENDMENT
Your Base Salary to date is the gross amount of $468,000 a year. Parties agree that, beginning on the Amendment Effective Date, you will be paid a new interim salary lower than your Base Salary, in the gross amount of $397,800 a year (the “Interim Salary”). This Interim Salary will constitute all compensation owed to you for your employment and work with the Company going forward from the Amendment Effective Date. That being said, the difference between your Base Salary that would have been paid and this new Interim Salary that is paid (the difference referred to herein as the “Base Salary Deferral”) will still be tracked. Payment of this Base Salary Deferral will be made at such time that the Board of Directors, in its sole discretion, decides to make such payment, if ever. In the avoidance of doubt, this Base Salary Deferral is not earned until the Board of Directors decides, in its sole discretion, to pay such amount. The Board of Directors may decide never to pay the Base Salary Deferral or to provide a lower amount or equity awards instead of paying this Base Salary Deferral.
Further, Parties agree that any vacation payout paid to you by the Company will be paid to you at a rate of pay consistent with your Base Salary, not your Interim Salary, in accordance with applicable law.
ACKNOWLEDGED AND AGREED:
| /s/ John W. Beck | Dated: | 10/15/2019 | |
| John W Beck | |||
| Chief Financial Officer | |||
| /s/ Andrew J. Ritter | Dated: | 10/15/2019 | |
| Andrew J. Ritter |
Exhibit 10.2
October 15, 2019
John W Beck
1650 Cloverdale Rd., Escondido, CA 92027
| Re: | Amendment to Employment Salary Terms |
Dear John:
This letter sets forth the terms and conditions of an amendment to your Employment Agreement, Offer Letter, Executive Severance and Change in Control Agreement and any other agreements between you and Ritter Pharmaceuticals, Inc. (the “Company”). This amendment shall take effect as of October 1, 2019 (the “Amendment Effective Date”). Parties acknowledge and agree that, other than as specified below, all provisions of your previous agreements with the Company shall remain unchanged and unaffected by the amendment, and shall continue, in accordance with their respective terms and conditions, with full force and effect; provided, however, that to the extent any preexisting provision of a previous agreement with the Company conflicts or is inconsistent with the amendment below, the amendment below shall govern, supersede, and control such conflicting provisions of the such previous agreement.
AMENDMENT
Your Base Salary to date is the gross amount of $330,000 a year. Parties agree that, beginning on the Amendment Effective Date, you will be paid a new interim salary lower than your Base Salary, in the gross amount of $297,000 a year (the “Interim Salary”). This Interim Salary will constitute all compensation owed to you for your employment and work with the Company going forward from the Amendment Effective Date. That being said, the difference between your Base Salary that would have been paid and this new Interim Salary that is paid (the difference referred to herein as the “Base Salary Deferral”) will still be tracked. Payment of this Base Salary Deferral will be made at such time that the Board of Directors, in its sole discretion, decides to make such payment, if ever. In the avoidance of doubt, this Base Salary Deferral is not earned until the Board of Directors decides, in its sole discretion, to pay such amount. The Board of Directors may decide never to pay the Base Salary Deferral or to provide a lower amount or equity awards instead of paying this Base Salary Deferral.
Further, Parties agree that any vacation payout paid to you by the Company will be paid to you at a rate of pay consistent with your Base Salary, not your Interim Salary, in accordance with applicable law.
ACKNOWLEDGED AND AGREED:
| /s/ Andrw J. Ritter | Dated: | 10/15/2019 | |
| Andrew J. Ritter | |||
| Chief Executive Officer | |||
| /s/ John W. Beck | Dated: | 10/15/2019 | |
| John W. Beck |
Exhibit 10.3
October 15, 2019
Ira E Ritter
226 Wikil Place, Palm Desert, CA 92260
| Re: | Amendment to Employment Salary Terms |
Dear Ira:
This letter sets forth the terms and conditions of an amendment to your Employment Agreement, Offer Letter, Executive Severance and Change in Control Agreement and any other agreements between you and Ritter Pharmaceuticals, Inc. (the “Company”). This amendment shall take effect as of October 1, 2019 (the “Amendment Effective Date”). Parties acknowledge and agree that, other than as specified below, all provisions of your previous agreements with the Company shall remain unchanged and unaffected by the amendment, and shall continue, in accordance with their respective terms and conditions, with full force and effect; provided, however, that to the extent any preexisting provision of a previous agreement with the Company conflicts or is inconsistent with the amendment below, the amendment below shall govern, supersede, and control such conflicting provisions of the such previous agreement.
AMENDMENT
Your Base Salary to date is the gross amount of $358,800 a year. Parties agree that, beginning on the Amendment Effective Date, you will be paid a new interim salary lower than your Base Salary, in the gross amount of $304,980 a year (the “Interim Salary”). This Interim Salary will constitute all compensation owed to you for your employment and work with the Company going forward from the Amendment Effective Date. That being said, the difference between your Base Salary that would have been paid and this new Interim Salary that is paid (the difference referred to herein as the “Base Salary Deferral”) will still be tracked. Payment of this Base Salary Deferral will be made at such time that the Board of Directors, in its sole discretion, decides to make such payment, if ever. In the avoidance of doubt, this Base Salary Deferral is not earned until the Board of Directors decides, in its sole discretion, to pay such amount. The Board of Directors may decide never to pay the Base Salary Deferral or to provide a lower amount or equity awards instead of paying this Base Salary Deferral.
Further, Parties agree that any vacation payout paid to you by the Company will be paid to you at a rate of pay consistent with your Base Salary, not your Interim Salary, in accordance with applicable law.
ACKNOWLEDGED AND AGREED:
| /s/ Andrew J. Ritter | Dated: | 10/15/2019 | |
| Andrew J. Ritter | |||
| Chief Executive Officer | |||
| /s/ Ira E. Ritter | Dated: | 10/15/2019 | |
| Ira E. Ritter |