Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13G*

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

(Amendment No. __)

 

	Ritter Pharmaceuticals, Inc.
(Name of Issuer)

 

	Common Stock, $0.001 par value per share
(Title of Class of Securities)

	767836109
(CUSIP Number)

 

	October 31, 2016
(Date of Event Which Requires Filing of the Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨

Rule 13d-1(b)

x

Rule 13d-1(c)

¨

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

 

Cusip No. 767836109

13G

Page 2 of 7 Pages

 

1.	NAME OF REPORTING PERSONS   Knoll Capital Management, LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   0
	6.	SHARED VOTING POWER   952,434
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER   952,434

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   952,434
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   8.88%
12.	TYPE OF REPORTING PERSON   PN

 

Cusip No. 767836109

13G

Page 3 of 7 Pages

 

1.	NAME OF REPORTING PERSONS   Fred Knoll
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   0
	6.	SHARED VOTING POWER   952,434
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER   952,434

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   952,434
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   8.88%
12.	TYPE OF REPORTING PERSON   IN

 

Cusip No. 767836109

13G

Page 4 of 7 Pages

 

1.	NAME OF REPORTING PERSONS   Gakasa Holdings, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Florida

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   0
	6.	SHARED VOTING POWER   952,434
	7.	SOLE DISPOSITIVE POWER   0
	8.	SHARED DISPOSITIVE POWER   952,434

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   952,434
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   8.88%
12.	TYPE OF REPORTING PERSON   LLC

 

Cusip No. 767836109

13G

Page 5 of 7 Pages

 

 

Item 1(a).

Name of Issuer:

 

Ritter Pharmaceuticals, Inc. (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

1880 Century Park East, Suite 1000

Los Angeles, CA 90067

 

Item 2(a).

Name of Persons Filing:

 

Knoll Capital Management LP (“KCMLP”)

Fred Knoll (“Knoll”)

Gakasa Holdings, LLC (“Gakasa”)

Item 2(b).

Address of Principal Business Office or, if none, Residence:

 

The principle business address for each of KCMLP, Knoll and Gakasa is 5 East 44^th Street, Suite 12, New York, NY 10017

 

Item 2(c).

Citizenship:

 

KCMLP is a limited partnership formed and existing under the laws of the State of Delaware.

Knoll is a citizen of the United States.

Gakasa is an LLC organized in state of Florida.

 

Item 2(d).

Title of Class of Securities:

 

This statement on Schedule 13G is being filed with respect to Common Stock, $0.001 par value per share (the “Common Stock”) of the issuer.

 

Item 2(e).

CUSIP Number:

 

767836109

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable

 

	(a)	¨	Broker or dealer registered under Section 15 of the Act (15 U.S.C 78o);
	(b)	¨	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C 78c);
	(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C 78c);
	(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

Cusip No. 767836109

13G

Page 6 of 7 Pages

 

 

	(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
	(j)	¨	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
	(k)	¨	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________________

 

Item 4.

Ownership:

 

Provide the following information regarding the aggregate number and percentage of class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:

 

As of this filing:

 

Gakasa beneficially owns 952,434 Shares of the Issuer’s Common Stock.

 

Each of KCMLP and Knoll beneficially own 952,434 Shares of the Issuer’s Common Stock. KCMLP is the investment manager of Gakasa, and Knoll is the President of KCMLP.

 

(b)

Percent of Class:

 

The percentage set forth in this Schedule 13G are based upon the total number of shares of the Issuer’s common stock outstanding of 10,730,362 shares as of October 31, 2016, as set forth in the Issuer’s October 26, 2016 Prospectus.

 

The 952,434 shares of the Issuer’s Common Stock beneficially owned by each of Gakasa, KCMLP and Knoll constitute 8.88% of the Issuer’s Common Stock outstanding.

 

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote: 0

 

(ii)

shared power to vote or to direct the vote: 952,434

 

KCMLP, Knoll and Gakasa share the power to vote or direct the vote of those shares of Common Stock owned by Gakasa.

 

(iii)

sole power to dispose or to direct the disposition of: 0

 

(iv)

shared power to dispose or to direct the disposition of: 952,434

 

KCMLP, Knoll and Gakasa share the power to dispose of or direct the disposition of those shares of Common Stock owned by Gakasa.

 

Item 5.

Ownership of Five Percent or Less of a Class:

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.

 

Cusip No. 767836109

13G

Page 7 of 7 Pages

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

 

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

 

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group:

 

Not Applicable.

 

Item 9.

Notice of Dissolution of Group:

 

Not Applicable

 

Item 10.

Certifications:

 

By Signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, I certify (the undersigned certifies) that the information set forth in this statement is true, complete and correct.

 

 

	KNOLL CAPITAL MANAGEMENT, LP     By: /s/ Fred Knoll
Dated: November 4, 2016	Name: Fred Knoll Title: President
	/s/ Fred Knoll
Dated: November 4, 2016	Fred Knoll
	GAKASA HOLDINGS, LLC By: Knoll Capital Management, L.P., Investment Manager     By: /s/ Fred Knoll
Dated: November 4, 2016	Name: Fred Knoll Title: President