Therapeutic Approach

Ritter Pharmaceuticals Enters Into a $10 Million Common Stock Purchase Agreement with Aspire Capital Fund

LOS ANGELES (December 21, 2015) – Ritter Pharmaceuticals, Inc. (NASDAQ: RTTR) (“Ritter Pharmaceuticals” or the “Company”), a pharmaceutical company developing novel therapeutic products that modulate the human gut microbiome to treat gastrointestinal diseases, today announced that it has entered into a $10 million common stock purchase agreement (the “Purchase Agreement”) and a registration rights agreement with Aspire Capital Fund, LLC (“Aspire”), a Chicago-based institutional investor.

On signing of the agreement, Aspire made an initial purchase of $1 million worth of common stock at $2.00 per share, which represents a 14% premium over the December 18 closing sale price of $1.75. Pursuant to the terms of the Purchase Agreement, Ritter Pharmaceuticals has agreed to file a registration statement covering the sale by Aspire of the securities issued to Aspire under the Purchase Agreement. Once the registration statement has been filed and declared effective by the SEC, the remaining $9 million may be sold to Aspire over a 30-month period during which Ritter Pharmaceuticals controls the timing and amount of each additional sale. Any future sales will be made at prices based on the market price at the time of each sale. Proceeds from the agreement will be used for general corporate purposes, including research and development activities.

“Having this funding agreement in place provides Ritter Pharmaceuticals with significant financial flexibility heading into 2016,” said Michael D. Step, Chief Executive Officer of Ritter Pharmaceuticals. “Most notably, in the first quarter we plan to initiate a Phase 2b/3 trial of our lead product candidate RP-G28 for the treatment of lactose intolerance. We believe that a significant market opportunity exists for the treatment of lactose intolerance, and our product has the potential to be the first FDA-approved therapy for this condition. With access to this capital, we have extended our cash runway in a sensible manner for the Company and its shareholders. We are excited to have Aspire as an investor and believe its support is further validation of our product’s ability and the opportunity that exists.”

Steven G. Martin, Managing Member of Aspire, commented, “We believe Ritter Pharmaceuticals’ is making great progress in gut microbiome research and we are enthused by their clinical development of RP-G28, which represents a unique development-stage asset. We are very pleased to make an initial investment and further support the development of RP-G28 by providing the Company with additional access to an efficient and flexible source of capital.“

Under the agreement, Aspire has committed to purchase the remaining $9 million if and when the Company decides to sell shares to Aspire. For this commitment, the Company has issued 188,864 shares as a commitment fee to Aspire. The agreement does not contain any financial covenants, restrictions on future financings, rights of first refusal, limits to the use of any of the proceeds, participation rights or penalties whatsoever. Ritter Pharmaceuticals can terminate the agreement at any time without any cost or penalty.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Details of the purchase agreement and registration rights agreement have been filed with the SEC on Form 8-K today.

About Ritter Pharmaceuticals
Ritter Pharmaceuticals, Inc. develops novel therapeutic products that modulate the human gut microbiome to treat gastrointestinal diseases. The Company is advancing human gut health research by exploring the metabolic capacity of gut microbiota, and translating the functionality of these microbiome modulators into safe and effective applications. Their lead drug candidate, RP-G28, has the potential to become the first FDA-approved drug for lactose intolerance, a condition that affects more than one billion people worldwide.

About Aspire Capital Fund, LLC
Aspire Capital is an institutional investor based in Chicago, Illinois, with a focus on making direct investments in publicly traded companies in a broad range of industries and investment structures. The company offers innovative investments designed for companies whose prospects are bright, but who need additional capital to fuel growth.

Forward-Looking Statements
This release may contain forward-looking statements, which express the current beliefs and expectations of Ritter Pharmaceuticals’ management. Such statements involve a number of known and unknown risks and uncertainties that could cause the Company’s future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. Any statements contained herein that do not describe historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

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