UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

    OMB APPROVAL
  FORM 12b-25

OMB Number: 3235-0058

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NOTIFICATION OF LATE FILING

SEC FILE NUMBER

001-37428

    CUSIP NUMBER

 

(Check one): [X] Form 10-K [  ] Form 20-F [  ] Form 11-K [  ] Form 10-Q [  ] Form 10-D [  ] Form N-SAR [  ] Form N-CSR

 

  For the period ending December 31, 2019
     
  [  ] Transition Report on Form 10-K
  [  ] Transition Report on Form 20-F
  [  ] Transition Report on Form 11-K
  [  ] Transition Report on Form 10-Q
  [  ] Transition Report on Form N-SAR
     
  For the Transition Period Ended ________________________

 

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I - REGISTRANT INFORMATION
 
Ritter Pharmaceuticals, Inc.
Full Name of Registrant
 
N/A
Former Name if Applicable
 
1880 Century Park East, Suite 1000
Address of Principal Executive Office (Street and Number)
 
Los Angeles, California 90067
City, State and Zip Code

 

 

 

 
 

 

PART II - RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate).

 

[X] (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
   
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
   
(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III - NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

The Registrant was unable to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Annual Report”) by the prescribed deadline without incurring undue hardship and expense, due to unexpected difficulties and delays in obtaining certain stock-related information from the Registrant’s transfer agent, which is in the process of transitioning its records in connection with its recent acquisition, and certain logistical difficulties encountered as a result of the Governor of California’s recent “shelter in place” order. The Registrant expects to file the Annual Report on March 31, 2020, but in any event within the fifteen calendar day extension provided by Rule 12b-25.

 

PART IV - OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification  
             
  John W. Beck   (858)   205-9902  
  (Name)   (Area Code)   (Telephone Number)  

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

 

[X] Yes [  ] No

   
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

[  ] Yes [X] No

     
  If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.  

 

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RITTER PHARMACEUTICALS, INC.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: March 31, 2020 By: /s/ John W. Beck
    John W. Beck  
    Chief Financial Officer

 

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