Qualigen Closes “Reverse Merger” with Ritter Pharmaceuticals
Stradling client Qualigen, Inc. completed its “reverse merger” transaction with Nasdaq-listed Ritter Pharmaceuticals, Inc. pursuant to an Agreement and Plan of Merger dated January 15. In connection with the closing, Ritter Pharmaceuticals was renamed Qualigen Therapeutics, Inc. and is proceeding forward as a Stradling public-company client, with Qualigen, Inc.as a wholly-owned subsidiary of Qualigen Therapeutics. The former stockholders of Qualigen, Inc. now own, as such, over 80% of Qualigen Therapeutics/ Ritter’s common shares, and Qualigen, Inc.’s management and directors have been installed as the management and directors of Qualigen Therapeutics. Qualigen Therapeutics’ trading symbol on the Nasdaq Capital Market is QLGN. Read the press release: https://ir.qualigeninc.com/news-events/press-releases/detail/17/qualigen-therapeutics-announces-merger-closing
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.
Qualigen Therapeutics, Inc. is a biotechnology company focused on developing novel therapeutics for the treatment of cancer and infectious diseases, as well as maintaining and expanding its core FDA-approved FastPack System, which has been used successfully in point-of-care medical diagnostics for almost 20 years.
Hayden Trubitt (San Diego) led the transaction for Qualigen, Inc., with assistance from Claudia Simon (San Diego) and Shoshana Zimmerman (Los Angeles) for preparation of the Agreement and Plan of Merger, Ryan Gaglio and Shelly Teleoglou (Newport Beach) for the Form S-4 tax section and tax opinion, and Peter Hong (San Diego) and Tom Pascoe (Newport Beach) for certain closing-related matters.