Qualigen Therapeutics, Inc. (NASDAQ: QLGN) (Qualigen or the Company) (formerly known as Ritter Pharmaceuticals, Inc. and formerly traded under the symbol RTTR), has completed its previously announced merger transaction with Qualigen, Inc., a company focused on the development of novel therapeutic products for the treatment of cancer and infectious diseases, as well as the worldwide sales of its flagship FastPack® rapid diagnostic platform. The combined company will operate under the name Qualigen Therapeutics, Inc. pursuing the business of Qualigen, Inc., and the Company’s common stock will commence trading on the Nasdaq Capital Market at the open of trading today under the ticker symbol QLGN.
“We are delighted to complete this transaction and extend a warm greeting to the former Ritter Pharmaceuticals shareholders,” commented Michael Poirier, the new Chairman, President and Chief Executive Officer of the Company. “We look forward to developing Qualigen’s novel therapeutics pipeline for the treatment of cancer and infectious diseases, and expanding the reach and applications of our core FastPack diagnostic platform. The merger and concurrent financing provide Qualigen with enhanced resources and flexibility to pursue our corporate strategy and advance our programs.”
In connection with the reverse merger transaction, a majority of the Company’s board of directors now consists of persons who had been directors of Qualigen, Inc., and all of the Company’s officers now consist of persons who had been officers of Qualigen, Inc.
Immediately prior to and in connection with the merger, Qualigen, Inc. completed a private placement of preferred stock to an institutional investor resulting in gross proceeds of approximately $4 million. In return, Qualigen, Inc. issued convertible preferred shares and warrants, which were exchanged in the merger for equivalent convertible preferred shares and warrants of the Company. These preferred shares and warrants contain a restriction from the holder owning more than 9.9% of the voting power of the Company, as well as anti-dilution and other customary investor protection provisions.
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The Company issued common shares in the merger in exchange for all of Qualigen, Inc.’s common shares (including Qualigen, Inc. common shares into which all of Qualigen, Inc.’s outstanding preferred shares, excluding the preferred shares issued in the private placement, and almost all outstanding convertible notes had been converted immediately before the merger). A majority of the new Company common shares issued in the merger are subject to a six-month lockup agreement.
As a result of the merger and after taking into account the previously announced 1-for-25 reverse split of Ritter Pharmaceuticals common shares that became effective at the close of trading on May 22, 2020, the Company currently has a total of approximately 12.53 million shares of common stock outstanding, approximately 7.25 million additional shares of common stock potentially issuable upon the conversion of preferred stock and approximately 3.22 million outstanding common stock options and warrants. All legacy holders of Ritter Pharmaceuticals common shares remain stockholders of the Company, subject to the effect of the 1-for-25 reverse split of Ritter Pharmaceuticals common shares that became effective at the close of trading on May 22, 2020.
A Current Report on Form 8-K regarding the merger transaction and the financing will be filed with the Securities and Exchange Commission.
Source: BioSpace
