Current Report Filing (8-k)
July 18 2017 - 10:09AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report: July 14, 2017
(Date
of earliest event reported)
COHBAR,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
000-55334
|
|
26-1299952
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
1455
Adams Drive, Suite 2050
Menlo
Park, CA 94025
(Address
of principal executive offices and zip code)
(650)
446-7888
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
þ
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
COHBAR,
INC.
FORM
8-K
Item 1.01
|
Entry
into a Material Definitive Agreement
|
On
July 14, 2017, CohBar, Inc. (“CohBar” or the “Company”) accepted subscriptions (the “Subscription
Agreements”) from investors and issued common stock and warrants (the “Warrants”) in the private placement described
under Item 3.02 below. The disclosure set forth in Item 3.02 of this Current Report is incorporated by reference into
this Item 1.01.
The forms of the Subscription Agreement and
Warrant are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K. The summaries of the terms of these
documents contained herein are subject to, and qualified in their entirety by, such documents, which are incorporated herein by
reference.
Item 3.02
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Unregistered
Sales of Equity Securities
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On July 14, 2017,
the Company issued and sold an aggregate of 3,438,053 units at a price of $1.50 per unit for total proceeds of approximately $5.16
million. Officers and directors of the Company purchased an aggregate of 289,334 units in the offering.
Each unit consists
of one share of the Company’s common stock and one common stock purchase warrant. Each warrant can be exercised at any time
prior to June 30, 2020 for the purchase of one common share of the Company’s stock at an exercise price of $2.25.
The
private placement was completed pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended, and Rule 506(b) promulgated thereunder.
Item 7.01
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Regulation
FD Disclosure
|
On
July 17, 2017, the Company issued a press release regarding the transactions described above under Item 1.01 and Item 3.02 of
this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
The
information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed
“filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing.
Item 9.01
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Financial
Statements and Exhibits
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(d)
Exhibits
Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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COHBAR,
INC.
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(Registrant)
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July
18, 2017
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By:
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/s/
Jeffrey F. Biunno
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(Date)
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Jeffrey
F. Biunno
Chief Financial Officer
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3
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