Qualigen Closes Reverse Merger with Ritter Pharmaceuticals
Represented Qualigen, Inc. in its reverse merger with Nasdaq-listed Ritter Pharmaceuticals, Inc. In connection with the closing, Ritter Pharmaceuticals was renamed Qualigen Therapeutics, Inc. and proceeded forward as a Stradling public-company client. Then represented Qualigen Therapeutics, Inc. in four registered-direct public offerings raising a total of $39 million.
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.
The transaction’s complexities included a Form S-4 registration statement, a contingent value right for the stockholders, as of before the closing of the merger, of the “acquirer” (Ritter), based on possible future monetization of Ritter’s legacy technology (a lactose-intolerance drug, which had failed its clinical trial); a new-money financing into Qualigen, Inc. immediately before the closing of the merger; a forced conversion (by charter amendment) of Qualigen, Inc.’s five series of preferred stock; and a reverse stock split of Ritter shares. The transaction was on a very tight timeline due to Ritter facing a date-certain Nasdaq delisting deadline, and it required complex analysis and discussions with legacy Ritter management and counsel, the SEC, Nasdaq Listing, and (regarding “routine”-ness of a charter amendment proposal) the NYSE.
Qualigen, Inc. (as a private company) had over 700 common and preferred stockholders of record. Ritter had (and thus Qualigen Therapeutics now has, because the legacy stockholders were not divested by the merger transaction) over 25,000 beneficial owners (over half of them via Robinhood); and while this transaction was pending millions of Ritter shares traded every day at a market price of well under $1.00.
