Filed
Pursuant to Rule 424(b)(5)
Registration
No.: 333-221724
PROSPECTUS
SUPPLEMENT
(To
Prospectus dated December 1, 2017)
Up
to $20,000,000
Common
Stock
We
have entered into an At-the-Market Sales Agreement, or the Sales Agreement, with Virtu Americas LLC, or Virtu, relating to shares
of our common stock, par value $0.001 per share, offered by this prospectus supplement and the accompanying prospectus. In accordance
with the terms of the Sales Agreement, from time to time we may offer and sell shares of our common stock having an aggregate
offering price of up to $20.0 million through Virtu, acting as sales agent.
Our
common stock is traded on the Nasdaq Capital Market under the symbol “CWBR.” On May 22, 2020, the last reported sale
price of our common stock on the Nasdaq Capital Market was $2.63 per share.
Sales
of our common stock, if any, under this prospectus supplement and accompanying prospectus may be made in sales deemed to be an
“at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or
the Securities Act. Subject to the terms of the Sales Agreement, Virtu is not required to sell any specific number or dollar amounts
of securities but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales
practices, on mutually agreed terms between Virtu and us. There is no arrangement for funds to be received in any escrow, trust
or similar arrangement.
The
compensation to Virtu for sales of common stock sold pursuant to the Sales Agreement will be at a fixed commission rate of up
to 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement. In connection with the sale of
the common stock on our behalf, Virtu will be deemed to be an “underwriter” within the meaning of the Securities
Act and the compensation of Virtu will be deemed to be underwriting commissions or discounts. We have also agreed to provide
indemnification and contribution to Virtu against certain civil liabilities, including liabilities under the Securities
Act.
Investing
in our common stock involves a high degree of risk. Please read the information contained in and incorporated by reference under
the heading “Risk Factors” beginning on page S-3 of this prospectus supplement, under the heading “Risk Factors”
beginning on page 5 of the accompanying prospectus, and the risk factors described in the documents that are incorporated by reference
into this prospectus supplement and the accompanying prospectus, as they may be amended, updated or modified periodically in our
reports filed with the Securities and Exchange Commission.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
The
date of this prospectus supplement is May 27, 2020.
TABLE
OF CONTENTS
Prospectus
Supplement
Prospectus
TABLE
OF CONTENTS
We
have not, and Virtu has not, authorized any dealer, salesperson or other person to give any information or to make any representation
other than those contained in or incorporated by reference into this prospectus supplement, the accompanying prospectus or any
applicable free writing prospectus. You must not rely upon any information or representation not contained in or incorporated
by reference into this prospectus supplement, the accompanying prospectus or any applicable free writing prospectus as if we had
authorized it. This prospectus supplement, the accompanying prospectus and any applicable free writing prospectus do not constitute
an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate,
nor does this prospectus supplement, the accompanying prospectus or any applicable free writing prospectus constitute an offer
to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus supplement,
the accompanying prospectus, the documents incorporated herein and therein by reference and any applicable free writing prospectus
is correct on any date after their respective dates, even though this prospectus supplement, the accompanying prospectus or an
applicable free writing prospectus is delivered or securities are sold on a later date. Our business, financial condition, results
of operations and cash flows may have changed since those dates.
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
prospectus supplement and the accompanying prospectus are part of a shelf registration statement that we filed with the Securities
and Exchange Commission, or the SEC. This prospectus supplement amends and supplements the information in the prospectus filed
as a part of our registration statement on Form S-3 (File No. 333-221724), which was declared effective as of December 1, 2017,
or the Registration Statement. This prospectus supplement should be read in conjunction with the accompanying prospectus, and
is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained
in the accompanying prospectus. This prospectus supplement is not complete without, and may only be delivered or utilized in connection
with, the accompanying prospectus, and any future amendments or supplements thereto.
Our
Registration Statement allows us to offer from time to time a wide array of securities. In the accompanying prospectus, we provide
you with a general description of the securities we may offer from time to time under our Registration Statement and other general
information that may apply to this offering. Both this prospectus supplement and the accompanying prospectus include important
information about us, our common stock and other information that you should know before investing. You should carefully read
both this prospectus supplement and the accompanying prospectus as well as additional information described under “Where
You Can Find More Information” before investing in our securities.
This
document is in two parts. The first part is this prospectus supplement, which adds to and updates information contained in the
accompanying prospectus. The second part, the prospectus, provides more general information, some of which may not apply to this
offering. Generally, when we refer to this “prospectus supplement,” we are referring to both this prospectus supplement
and the accompanying prospectus, as well as the documents incorporated by reference herein and therein. If information in this
prospectus supplement is inconsistent with the accompanying prospectus, you should rely on this prospectus supplement. We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including,
in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made.
Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state
of our affairs.
As
used in this prospectus, “CohBar,” the “Company,” “we,” “our” or “us”
refers to CohBar, Inc. COHBARTM and other trademarks or service marks of CohBar, Inc. appearing in this prospectus
are the property of CohBar, Inc. Trade names, trademarks and service marks of other companies appearing in this prospectus are
the property of their respective holders.
PROSPECTUS
SUPPLEMENT SUMMARY
The
following summary is qualified in its entirety by, and should be read together with, the more detailed information and our consolidated
financial statements and related notes thereto appearing elsewhere or incorporated by reference in this prospectus supplement
and the accompanying prospectus. Before you decide to invest in our securities, you should read the entire prospectus supplement
and the accompanying prospectus carefully, including the risk factors and the financial statements and related notes included
or incorporated by reference in this prospectus supplement and the accompanying prospectus.
The
Company
CohBar,
Inc. is a clinical stage biotechnology company and a leader in the research and development of mitochondria based therapeutics,
or MBTs, an emerging class of drugs with the potential to treat a wide range of chronic and age-related diseases, including non-alcoholic
steatohepatitis, or NASH, obesity, cancer, fibrotic diseases including IPF, acute respiratory distress syndrome, or ARDS, including
COVID-19 associated ARDS, type 2 diabetes mellitus, or T2D, and cardiovascular and neurodegenerative diseases.
MBTs
originate from almost two decades of research by our founders, resulting in their discovery of a novel group of mitochondrial-derived
peptides, or MDPs encoded within the mitochondrial genome. Some of these naturally occurring MDPs and their analogs have demonstrated
a range of biological activity and therapeutic potential in research models across multiple diseases associated with aging.
We
are focused on building our organization, enhancing our scientific and management teams and their capabilities, planning and strategy,
raising capital and the research and development of our MDPs. Our research efforts have focused on discovering and evaluating
our MDPs for potential development as MBT drug candidates.
Our
efforts have resulted in the identification of more than 100 previously unidentified peptides encoded within the
mitochondrial genome and generated over 1,000 analogs. Many of these MDPs and their analogs have demonstrated various degrees
of biological activity in cell based and/or animal models relevant to a wide range of diseases, such as NASH, obesity,
cancer, fibrotic diseases including IPF, acute respiratory distress syndrome, or ARDS, including COVID-19 associated ARDS,
T2D and cardiovascular and neurodegenerative diseases.
Clinical
Program: Our first clinical candidate, CB4211, is a potential treatment of NASH and obesity. It is a novel refined analog of the
MOTS-c MDP. In July 2018, we initiated a Phase 1a/1b clinical study of CB4211. In November 2019, the double-blind, placebo-controlled
Phase 1a stage was completed, with the drug being well-tolerated. The study was designed to initially assess the safety, tolerability
and pharmacokinetics of CB4211 following single and multiple-ascending doses in healthy subjects. In November 2019, we initiated
recruitment for the Phase 1b stage which is designed to assess the safety, tolerability and activity of CB4211 in obese subjects
with non-alcoholic fatty liver disease, or NAFLD. Assessments will include changes in liver fat assessed by MRI-PDFF, body weight
and biomarkers relevant to NASH and obesity. On March 30, 2020, we announced a delay in the completion of our Phase 1b study for
NASH and obesity relating to the COVID-19 pandemic. The delay is a result of a pause by some of our clinical research organization
partners in all of their activities related to the study in response to recent developments, and the duration of the delay is
unknown at this time and subject to change.
Preclinical
Programs: Our preclinical pipeline has substantially expanded in the last year. This expanded pipeline greatly strengthens our
belief that there are multiple therapeutic peptides that can be realized from the mitochondrial genome. Our research efforts have
further identified and focused on certain of these MDPs and their analogs that have demonstrated in preclinical models therapeutic
potential for treating indications related to those diseases. CohBar has four research programs, including two in cancer, one
in fibrotic diseases, one in COVID-19 associated acute respiratory distress syndrome and T2D.
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MBT5
Analogs (CXCR4 Antagonists) for Cancer and Other Disease Indications: Our internal
discovery efforts have resulted in the identification of a family of novel potent and
selective peptide inhibitors of CXCR4, MBT5 analogs, and we have demonstrated positive
effects of an MBT5 analog in combination with chemotherapy in an animal model of aggressive
melanoma.
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MBT2
Analogs for Fibrotic Diseases: Our discovery efforts have resulted
in the identification of a family of novel peptides, MBT2 analogs, and we have demonstrated
anti-fibrotic and anti-inflammatory effects of an MBT2 analog in vitro in human cells
and in vivo in prophylactic and therapeutic models of IPF.
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MBT3
Analogs for Cancer Immunotherapy: Our discovery efforts have resulted
in the identification of a novel peptide family, MBT3 analogs, and we have demonstrated
the enhanced killing of cancer cells by human immune cells in the presence of an MBT3
analog.
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CB5064
Analogs for COVID-19 Associated Acute Respiratory Distress Syndrome, or ARDS, and Type
2 Diabetes: In May 2020, we initiated testing of CB5064 analogs that
interact with the apelin receptor in preclinical models of ARDS to assess their potential
as therapeutics for COVID-19 associated ARDS. We previously demonstrated the beneficial
effects of this novel family of peptides on glucose tolerance, insulin sensitivity, and
weight loss in an obese mouse model of T2D, as presented at the American Diabetes Association
in 2019.
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Corporate
Information
Our
Company was formed as a Delaware limited liability company on October 19, 2007. We converted to a Delaware corporation under the
provisions of the Delaware Limited Liability Company Act and the Delaware General Corporation Law on September 16, 2009. Our principal
executive offices are located at 1455 Adams Dr., Suite 2050, Menlo Park, CA 94025. Our telephone number is (650) 446-7888. We
maintain a website at www.cohbar.com. The information contained on, connected to or that can be accessed via our website is not
a part of, and is not incorporated into, this prospectus and the inclusion of our website address in this prospectus is an inactive
textual reference only. We have no subsidiaries.
THE
OFFERING
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Common
stock offered by us
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Shares
of our common stock having an aggregate offering price of up to $20.0 million.
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Common
stock to be outstanding immediately after this offering(1)
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Up
to 50,745,962 shares of common stock after the completion of this offering, assuming that we sell the maximum dollar value
of shares available to be sold in the offering at a price of $2.63 per share, which was the closing price of our common stock
on the Nasdaq Capital Market on May 22, 2020. The actual number of shares outstanding after this offering will vary depending
on the number of shares sold and issued and the sale prices of such shares.
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Plan
of Distribution
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“At
the market offering” that may be made from time to time through our sales agent, Virtu. See “Plan of Distribution”
in this prospectus supplement.
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Use
of Proceeds
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We
intend to use the net proceeds from this offering primarily for research and development, growth capital and general working
capital. See “Use of Proceeds” in this prospectus supplement.
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Risk
Factors
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Investing
in our common stock involves a high degree of risk, and the purchasers of our common stock may lose all or part of their investment.
Before deciding to invest in our securities, please carefully read the section entitled “Risk Factors,” and the
accompanying prospectus.
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Nasdaq
Capital Market symbol
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“CWBR”
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(1)
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The
number of shares of our common stock outstanding is based on 43,141,399 shares of common stock outstanding as of March 31,
2020 and excludes the following:
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7,685,377
shares of our common stock issuable upon the exercise of stock options outstanding as
of March 31, 2020 at a weighted average exercise price of $2.16 per share;
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4,907,223
shares of our common stock issuable upon exercise of warrants outstanding as of March
31, 2020 at a weighted average exercise price of $2.40 per share;
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1,065,566
shares of our common stock available for future issuance under our 2011 Equity Incentive
Plan, as of March 31, 2020; and
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500,000
shares of our common stock available for future issuance under our Employee Stock Purchase Plan.
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Unless
otherwise indicated herein, all information in this prospectus supplement, including the number of shares that will be outstanding
after this offering reflects and assumes no exercise of outstanding options or warrants after March 31, 2020.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. You should carefully consider the risks described in the documents incorporated
by reference in this prospectus supplement and the accompanying prospectus, as well as other information we include or incorporate
by reference into this prospectus and any applicable prospectus supplement, before making an investment decision. Our business,
financial condition or results of operations could be materially adversely affected by the materialization of any of these risks.
The trading price of our securities could decline due to the materialization of any of these risks, and you may lose all or part
of your investment. This prospectus supplement and the documents incorporated herein by reference also contain forward-looking
statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including the risks described in the documents incorporated herein by reference, including
(i) our most recent annual report on Form 10-K which is on file with the SEC and is incorporated herein by reference, (ii) our
most recent quarterly reports on Form 10-Q, which are on file with the SEC and are incorporated by reference into this prospectus
supplement, and (iii) other documents we file with the SEC that are deemed incorporated by reference into this prospectus supplement.
These risk factors may be amended, supplemented or superseded from time to time by risk factors contained in other Exchange Act
reports that we file with the SEC, which will be subsequently incorporated herein by reference; by any other prospectus supplement;
or by a post-effective amendment to the registration statement of which this prospectus supplement forms a part. In addition,
new risks may emerge at any time and we cannot predict such risks or estimate the extent to which they may affect our financial
performance. For more information, see “Where You Can Find More Information,” “Incorporation By Reference”
and “Cautionary Statement Regarding Forward-Looking Statements.”
Additional
Risks Related to this Offering
Because
we have broad discretion in how we use the proceeds from this offering, we may use the proceeds in ways with which you disagree.
We
have not allocated specific amounts of the net proceeds from this offering for any specific purpose. Accordingly, our management
will have some flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management
with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess
whether the proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way that does not
yield a favorable, or any, return for us. The failure of our management to use such funds effectively could have a material adverse
effect on our business, financial condition, operating results and cash flow.
You
will experience immediate dilution in the book value per share of the common stock you purchase.
The
offering price per share in this offering may exceed the net tangible book value per share of our common stock outstanding prior
to this offering. Assuming that an aggregate of 7,604,563 shares of our common stock are sold at a price of $2.63 per share, the
last reported sale price of our common stock on the Nasdaq Capital Market on May 22, 2020, for aggregate gross proceeds of $20.0
million, and after deducting commissions and estimated offering expenses payable by us, you will experience immediate dilution
of $2.14 per share, representing the difference between our as adjusted net tangible book value per share as of March 31, 2020
after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options and warrants will
result in further dilution of your investment. See “Dilution” for a more detailed discussion of the dilution you will
incur in connection with this offering.
You
may experience future dilution as a result of future equity offerings.
In
order to raise additional capital, we may at any time, including during the pendency of this offering, offer additional shares
of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same
as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that
is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the
future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common
stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price
per share paid by investors in this offering.
The
actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain.
Subject
to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver a placement
notice to Virtu at any time throughout the term of the Sales Agreement. The number of shares that are sold by Virtu after delivering
a placement notice will fluctuate based on the market price of our common stock during the sales period and limits we set with
Virtu. Because the price per share of each share sold will fluctuate based on the market price of our common stock during the
sales period, it is not possible at this stage to predict the number of shares that will be ultimately issued.
The
common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times
will likely pay different prices.
Investors
who purchase shares in this offering at different times will likely pay different prices, and so may experience different outcomes
in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and numbers of shares
sold, and there is no minimum or maximum sales price. Investors may experience a decline in the value of their shares as a result
of share sales made at prices lower than the prices they paid.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus supplement, including “Prospectus Supplement Summary,” “Risk Factors” and “Use of Proceeds,”
the accompanying prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning
of the United States Private Securities Litigation Reform Act of 1995, or collectively, forward-looking statements. Forward-looking
statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs,
expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events
and trends, the economy and other future conditions. In some cases you can identify these statements by forward-looking words
such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “could,” “should,” “would,” “project,” “plan,”
“expect,” “goal,” “seek,” “future,” “likely” or the negative or plural
of these words or similar expressions. These forward-looking statements include, but are not limited to, the following:
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our
future results of operations and financial position, business strategy, market size and potential growth opportunities;
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preclinical
and clinical development activities;
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efficacy
and safety profiles of our clinical candidates;
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the
anticipated therapeutic properties of our MBT drug development candidates;
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expectations
regarding our ability to effectively protect our intellectual property; and
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expectations
regarding our ability to attract and retain qualified employees and key personnel.
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Because
forward-looking statements relate to the future, they are subject to a number of risks, uncertainties and assumptions, which are
difficult to predict and many of which are outside of our control, including those described in “Risk Factors.” Moreover,
we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for
our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor,
or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements
we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in
this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the
forward-looking statements. Important factors that could cause our actual results to differ materially from those indicated in
the forward-looking statements include, among other things, the following:
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disruptions
resulting from the COVID-19 outbreak, or similar pandemics, that could severely impact
our business, clinical trials and preclinical studies;
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whether
the results of our clinical trials of CB4211 will be predictive of the final results of the trial or results of early clinical
studies, and whether such results will be indicative of the results of future studies;
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our
ability to obtain required regulatory approvals to develop and market our product candidates;
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our
ability to raise additional capital on favorable terms;
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our
ability to execute our research and development plan on time and on budget;
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our
ability to obtain commercial partners;
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our
ability, whether alone or with commercial partners, to successfully develop and commercialize a product candidate;
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our
ability to identify and develop additional drug candidates; and
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other
risk factors included under “Risk Factors” in this prospectus.
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This
list is not exhaustive of the factors that may affect our forward-looking statements. You should not rely upon forward-looking
statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements
are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected
in the forward-looking statements will be achieved or occur. Any forward-looking statement made by us in this prospectus is based
only on information currently available to us and speaks only as of the date on which it is made. Moreover, except as required
by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements.
Except as required by applicable law, we undertake no obligation to update publicly any forward-looking statements for any reason
after the date of this prospectus to conform these statements to actual results or to changes in our expectations.
USE
OF PROCEEDS
We
may issue and sell shares of our common stock having aggregate sales proceeds of up to $20.0 million from time to time. Because
there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions
and proceeds to us, if any, are not determinable at this time. There can be no assurance that we will sell any shares under, or
fully utilize, the Sales Agreement with Virtu as a source of financing.
We
intend to use the net proceeds from this offering primarily for research and development, growth capital and general working capital.
We have not determined the amounts we plan to spend on any specific purpose or the timing of these expenditures. As a result,
our management will have broad discretion to allocate the net proceeds from this offering. Pending application of the net proceeds
as described above, we intend to invest the net proceeds to us from this offering in a variety of capital preservation investments,
including short-term, investment-grade and interest-bearing instruments.
DILUTION
If
you invest in our common stock, you will experience dilution to the extent of the difference between the price per share you pay
in this offering and the net tangible book value per share of our common stock immediately after this offering.
Our
net tangible book value as of March 31, 2020 was approximately $5.6 million, or $0.13 per share of common stock. Net tangible
book value per share as of March 31, 2020 is equal to our total tangible assets minus total liabilities as of that date, all divided
by the number of shares of common stock outstanding as of March 31, 2020. Dilution represents the difference between the amount
per share paid by purchasers of shares in this offering and the as-adjusted net tangible book value per share of our common stock
immediately after giving effect to this offering.
After
giving effect to the sale of shares of our common stock in the aggregate amount of $20.0 million in this offering at an assumed
offering price of $2.63 per share, which was the last reported sale price of our common stock on the Nasdaq Capital Market on
May 22, 2020, and after deducting commissions and estimated aggregate offering expenses payable by us, our as-adjusted net tangible
book value as of March 31, 2020 would have been approximately $25.0 million, or $0.49 per share of common stock. This represents
an immediate increase in net tangible book value per share of $0.36 to our existing stockholders and an immediate dilution in
net tangible book value per share of $2.14 to new investors purchasing common stock in this offering. The following table illustrates
this dilution on a per share basis to new investors participating in this offering.
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Assumed
public offering price per share
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$
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2.63
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Net
tangible book value per share as of March 31, 2020
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$
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0.13
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Increase
in net tangible book value per share after this offering
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$
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0.36
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As
adjusted net tangible book value per share as of March 31, 2020, after this offering
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$
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0.49
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Dilution
in as adjusted net tangible book value per share to new investors
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$
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2.14
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The
table above assumes, for illustrative purposes, that an aggregate of 7,604,563 shares of our common stock are sold at a price
of $2.63 per share, the last reported sale price of our common stock on the Nasdaq Capital Market on May 22, 2020, for aggregate
gross proceeds of $20.0 million. After giving effect to these transactions, we would have 50,745,962 shares of outstanding common
stock.
The
shares sold in this offering, if any, will be sold from time to time at various prices. An increase of $1.00 per share in the
price at which the shares are sold from the assumed offering price of $2.63 per share shown in the table above, assuming all of
our common stock in the aggregate amount of 5.5 million during the term of the Sales Agreement with Virtu is sold at that price,
would increase our as-adjusted net tangible book value per share after the offering to $0.51 per share, and would increase the
dilution in net tangible book value per share to new investors to $3.12 per share, after deducting commissions and estimated aggregate
offering expenses payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed offering
price of $2.63 per share shown in the table above, assuming all of our common stock in the aggregate amount of 12.3 million during
the term of the Sales Agreement with Virtu is sold at that price, would decrease our as-adjusted net tangible book value per share
after the offering to $0.45 per share and would decrease the dilution in net tangible book value per share to new investors to
$1.18 per share, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied
for illustrative purposes only and may differ based on the actual offering price and the actual number of shares offered.
The
above discussion and table are based on 43,141,399 shares outstanding as of March 31, 2020, and excludes the following:
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7,685,377
shares of our common stock issuable upon the exercise of stock options outstanding as of March 31, 2020 at a weighted average
exercise price of $2.16 per share;
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4,907,223
shares of our common stock issuable upon exercise of warrants outstanding as of March
31, 2020 at a weighted average exercise price of $2.40 per share;
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1,065,566
shares of our common stock available for future issuance under our 2011 Equity Incentive
Plan, as of March 31, 2020; and
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500,000
shares of our common stock available for future issuance under our Employee Stock Purchase Plan.
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To
the extent that options or warrants outstanding as of March 31, 2020 have been or are exercised, investors purchasing shares in
this offering could experience further dilution. In addition, we may choose to raise additional capital due to market conditions
or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent
that additional capital is raised through the sale of equity or equity-based securities at prices per share that are less than
the net tangible book value per share at the respective dates of those sales, the issuance of these securities could result in
further dilution to our stockholders.
PLAN
OF DISTRIBUTION
We
have entered into an At-the-Market Sales Agreement, or the Sales Agreement, with Virtu Americas LLC, or Virtu, pursuant to which
we may issue and sell up to $20.0 million shares of our common stock, $0.001 par value per share, through Virtu, acting as sales
agent. This summary of the material provisions of the Sales Agreement does not purport to be a complete statement of its terms
and conditions. A copy of the Sales Agreement will be filed as an exhibit to a Current Report on Form 8-K and will be incorporated
by reference into the registration statement of which this prospectus supplement is a part. See “Where You Can Find More
Information” below.
Upon
delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, Virtu may sell our common stock
by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under
the Securities Act, including sales made directly on the Nasdaq Capital Market or any other existing trading market for our common
stock. We or Virtu may suspend the offering of our common stock upon notice and subject to other conditions.
We
will pay Virtu in cash, upon each sale of our common stock pursuant to the Sales Agreement, a commission in an amount of up
to 3.0% of the aggregate gross proceeds from each sale of our common stock. Because there is no minimum offering amount
required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us, if
any, are not determinable at this time. We have also agreed to reimburse Virtu for certain specified expenses, in an
aggregate amount not exceeding $50,000, including the fees and disbursements of its legal counsel. We estimate that the total
expenses for the offering, excluding compensation and reimbursements payable to Virtu under the terms of the Sales Agreement,
will be approximately $60,000.
Settlement
for sales of common stock will occur on the second business day following the date on which any sales are made, or on another
date that is agreed upon by us and Virtu in connection with a particular transaction, in return for payment of the net proceeds
to us. Sales of our common stock as contemplated in this prospectus supplement will be settled through the facilities of The Depository
Trust Company or by such other means as we and Virtu may agree upon. There is no arrangement for funds to be received in an escrow,
trust or similar arrangement.
Virtu
will use its commercially reasonable efforts, consistent with its sales and trading practices, to solicit offers to purchase shares
of our common stock under the terms and subject to the conditions set forth in the Sales Agreement. In connection with the sale
of the common stock on our behalf, Virtu will be deemed to be an “underwriter” within the meaning of the Securities
Act, and the compensation of Virtu will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification
and contribution to Virtu against certain civil liabilities, including liabilities under the Securities Act.
The
offering of our common stock pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement as permitted
therein. We and Virtu may each terminate the Sales Agreement at any time upon ten days’ prior notice.
We
have agreed to indemnify Virtu and specified other persons against certain liabilities relating to or arising out of the Virtu’s
activities under Sales Agreement and to contribute to payments that Virtu may be required to make in respect of such liabilities.
Virtu
and its affiliates may in the future provide various investment banking, commercial banking and other financial services for us
and our affiliates, for which services they may in the future receive customary fees. To the extent required by Regulation M,
Virtu will not engage in any market making activities involving our common stock while the offering is ongoing under this prospectus
supplement.
This
prospectus supplement and the accompanying prospectus in electronic format may be made available on a website maintained by Virtu,
and Virtu may distribute this prospectus supplement and the accompanying prospectus electronically.
LEGAL
MATTERS
The
validity of the securities offered in this prospectus will be passed upon for us by Fenwick & West LLP, Seattle, Washington.
Virtu Americas LLC is being represented in connection with this offering by Cooley LLP, New York, New York.
EXPERTS
Our
consolidated financial statements as of December 31, 2019 and 2018, and for each of the years in the two-year period ended December
31, 2019, have been incorporated by reference herein and in the registration statement in reliance upon the reports of Marcum,
LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate by reference” information from other documents that we file with it, which means that
we can disclose important information to you by referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus supplement.
Information
in this prospectus supplement supersedes information incorporated by reference that we filed with the SEC prior to the date of
this prospectus supplement.
We
incorporate by reference into this prospectus supplement and the registration statement of which this prospectus supplement is
a part the following documents that we have filed with the SEC:
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our
Annual Report on Form 10-K
for the year ended December 31, 2019 filed on March 12, 2020;
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our
Quarterly Report on Form
10-Q for the quarter ended March 31, 2020 filed on May 14, 2020;
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our
Definitive Proxy Statement on Schedule
14A filed on April 29, 2020;
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our
Current Reports on Form
8-K filed on March 30, 2020 and May 13, 2020; and
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the
description of our common stock contained in our Registration Statement on Form
8-A filed with the SEC on December 13, 2017, including any amendments or reports filed for the purpose of updating such
description.
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We
also incorporate by reference all documents that we file with the SEC on or after the date of this prospectus pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the sale of all the securities registered hereunder or the termination
of the registration statement. Nothing in this prospectus shall be deemed to incorporate information furnished but not filed with
the SEC.
Any
statement contained in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference in this
prospectus supplement shall be deemed to be modified or superseded for purposes of this prospectus supplement, the accompanying
prospectus to the extent that a statement contained herein or in the applicable prospectus supplement or in any other subsequently
filed document which also is or is deemed to be incorporated by reference modifies or supersedes the statement. Any statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement.
You
may request a copy of the filings incorporated herein by reference, including exhibits to such documents that are specifically
incorporated by reference, at no cost, by writing or calling us at the following address or telephone number:
Corporate
Secretary
Chief
Executive Officer
1455
Adams Dr., Suite 2050
Menlo
Park, CA 94025
(650)
446-7888
Statements
contained in this prospectus supplement as to the contents of any contract or other documents are not necessarily complete, and
in each instance you are referred to the copy of the contract or other document filed as an exhibit to the registration statement
or incorporated herein, each such statement being qualified in all respects by such reference and the exhibits and schedules thereto.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 that we filed with the
SEC registering the securities that may be offered and sold hereunder. The registration statement, including exhibits thereto,
contains additional relevant information about us and these securities that, as permitted by the rules and regulations of the
SEC, we have not included in this prospectus supplement or the accompanying prospectus. A copy of the registration statement can
be obtained at the address set forth below or at the SEC’s website as noted below. You should read the registration statement,
including any applicable prospectus supplement, for further information about us and these securities.
We
file annual reports, quarterly reports, current reports, proxy statements and other information with the SEC under the Securities
Exchange Act of 1934, as amended. The SEC maintains an Internet website at http://www.sec.gov where you can access copies of most
of our SEC filings.
We
make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports,
available free of charge on our corporate website at www.cohbar.com. The contents of our corporate website are not incorporated
into, or otherwise to be regarded as part of, this prospectus supplement.
PROSPECTUS
COHBAR,
INC.
$100,000,000
Common
Stock
Preferred
Stock
Warrants
Units
We
may offer from time to time shares of our common stock, par value $0.001 (“Common Stock”), preferred stock, warrants,
and units that include any of these securities. The aggregate initial offering price of the securities sold under this prospectus
will not exceed $100,000,000. We will offer the securities in amounts, at prices and on terms to be determined at the time of
the offering.
Shares
of our common stock are quoted on the TSX Venture Exchange (TSX-V) under the symbol “COB.U” and on the OTCQX marketplace
operated by OTC Markets Group, Inc. under the symbol “CWBR.” On November 21, 2017, the closing prices for our common
stock on the TSX-V and OTCQX were $4.80 and $4.75 per share, respectively.
Each
time we sell securities hereunder, we will attach a supplement to this prospectus that contains specific information about the
terms of the offering, including the price at which we are offering the securities to the public. The prospectus supplement may
also add, update or change information contained or incorporated in this prospectus. You should read this prospectus and the applicable
prospectus supplement carefully before you invest in our securities.
The
securities hereunder may be offered directly by us, through agents designated from time to time by us or to or through underwriters
or dealers. If any agents, dealers or underwriters are involved in the sale of any securities, their names, and any applicable
purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the
information set forth, in the applicable prospectus supplement. See the section entitled “About This Prospectus” for
more information.
Investing
in our securities involves certain risks. See “Risk Factors” beginning on page 5 of this prospectus. In addition,
see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016, which has been filed
with the Securities and Exchange Commission and is incorporated by reference into this prospectus. You should carefully read and
consider these risk factors before you invest in our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is December 1, 2017.
TABLE
OF CONTENTS
The
distribution of this prospectus may be restricted by law in certain jurisdictions. You should inform yourself about and observe
any of these restrictions. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities
offered by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then
the offer presented in this prospectus does not extend to you.
This
prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide
a prospectus supplement that will contain specific information about the terms of the offering and the offered securities. This
prospectus, together with applicable prospectus supplements, any information incorporated by reference, and any related free writing
prospectuses we file with the Securities and Exchange Commission (the “SEC”), includes all material information relating
to these offerings and securities. We may also add, update or change in the prospectus supplement any of the information contained
in this prospectus or in the documents that we have incorporated by reference into this prospectus, including without limitation,
a discussion of any risk factors or other special considerations that apply to these offerings or securities or the specific plan
of distribution.
We
have not authorized anyone to give any information or make any representation about us that is different from, or in addition
to, that contained in this prospectus, including in any of the materials that we have incorporated by reference into this prospectus,
any accompanying prospectus supplement, and any free writing prospectus prepared or authorized by us. Therefore, if anyone does
give you information of this sort, you should not rely on it as authorized by us. You should rely only on the information contained
or incorporated by reference in this prospectus and any accompanying prospectus supplement.
You
should not assume that the information contained in this prospectus and any accompanying supplement to this prospectus is accurate
on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference
is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any accompanying
supplement to this prospectus is delivered or securities are sold on a later date. Neither the delivery of this prospectus, nor
any sale made hereunder, shall under any circumstances create any implication that there has been no change in our affairs since
the date hereof or that the information incorporated by reference herein is correct as of any time subsequent to the date of such
information.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement we filed with the Securities and Exchange Commission, or the SEC, using a “shelf”
registration process. Under this shelf registration process, we may, from time to time, offer and sell any combination of the
securities described in this prospectus in one or more offerings. The aggregate initial offering price of all securities sold
under this prospectus will not exceed $100,000,000.
This
prospectus provides certain general information about the securities that we may offer hereunder. Each time we sell securities,
we will provide a prospectus supplement that will contain specific information about the terms of the offering and the offered
securities. In each prospectus supplement, we will include the following information:
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the
number and type of securities that we propose to sell;
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the
public offering price;
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the
names of any underwriters, agents or dealers through or to which the securities will be sold;
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any
compensation of those underwriters, agents or dealers;
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any
additional risk factors applicable to the securities or our business and operations; and
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any
other material information about the offering and sale of the securities.
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In
addition, the prospectus supplement may also add, update or change the information contained or incorporated in this prospectus.
The prospectus supplement will supersede this prospectus to the extent it contains information that is different from, or that
conflicts with, the information contained or incorporated in this prospectus. You should read and consider all information contained
in this prospectus and any accompanying prospectus supplement in making your investment decision. You should also read and
consider the information contained in the documents identified under the heading “Incorporation of Certain Documents by
Reference” and “Where You Can Find More Information” in this prospectus.
As
used in this prospectus, “CohBar,” the “Company,” “we,” “our” or “us”
refers to CohBar, Inc. COHBARTM and other trademarks or service marks of CohBar, Inc. appearing in this prospectus
are the property of CohBar, Inc. Trade names, trademarks and service marks of other companies appearing in this prospectus are
the property of their respective holders.
THE
COMPANY
CohBar,
Inc. (“CohBar,” “we,” “us,” “our,” “its” or the “Company”)
is an innovative biotechnology company and a leader in the research and development of mitochondria based therapeutics (MBTs),
an emerging class of drugs with the potential to treat a wide range of diseases associated with aging and metabolic dysfunction,
including non-alcoholic steatohepatitis (NASH), obesity, fatty liver disease (NAFLD), type 2 diabetes mellitus (T2D), cancer,
atherosclerosis, cardiovascular disease and neurodegenerative diseases such as Alzheimer’s disease.
MBTs
originate from almost two decades of research by our founders, resulting in their discovery of a novel group of mitochondrial-derived
peptides (MDPs) encoded within the genome of mitochondria, the powerhouses of the cell. Some of these naturally occurring MDPs
and certain related analogs have demonstrated a range of biological activity and therapeutic potential in pre-clinical models
across multiple diseases associated with aging.
We
believe CohBar is a first mover in exploring the mitochondrial genome for therapeutically relevant peptides, and has developed
a proprietary MBT technology platform which uses cell based assays and animal models of disease to rapidly identify mitochondrial
peptides with promising biological activity. Once identified, we deploy optimization techniques to improve the drug-like properties
of our MBT candidates, enabling us to match the most biologically promising peptides to disease indications that have substantial
unmet medical needs.
In
September 2016, we advanced two novel, optimized analogs of our MOTS-c MDP, CB4209 and CB4211, into IND-enabling studies as our
lead MBT drug candidates with potential for treatment of NASH and obesity. In November 2017 we announced the selection of CB4211
as the final candidate for the remaining pre-IND studies.
Our
founders and scientific team have also discovered a large number of additional MDPs that have demonstrated a range of biological
activities and therapeutic potential. Our ongoing research and development of our pipeline MDPs is focused on identifying and
advancing novel improved analogs of those MDPs that have the greatest therapeutic and commercial potential for development into
drugs.
Our
scientific team includes the expertise of our founders, Dr. Pinchas Cohen, Dean of the Davis School of Gerontology at the University
of Southern California, and Dr. Nir Barzilai, Professor of Genetics and Director of the Institute for Aging Research at the Albert
Einstein College of Medicine, and is augmented by our co-founders, Dr. David Sinclair, Professor of Genetics at Harvard Medical
School, and Dr. John Amatruda, former Senior Vice President and Franchise Head for Diabetes and Obesity at Merck Research Laboratories.
Our research and development efforts are conducted under the leadership of our Chief Scientific Officer, Dr. Kenneth Cundy, former
Chief Scientific Officer at Xenoport, Inc. and Senior Director of Biopharmaceutics at Gilead Sciences, Inc. Dr. Cundy is the co-inventor
of several approved drugs including tenofovir, an antiretroviral drug that is marketed globally in various combinations with other
drugs for the treatment of HIV infection (Atripla®, Viread®, Complera®, Stribild®, Truvada®), gabapentin enacarbil
(Horizant®) for the treatment of RLS and post-herpetic neuralgia, and Nanocrystal® technology, employed in several other
approved drugs.
We
are the exclusive licensee from the Regents of the University of California and the Albert Einstein College of Medicine of four
issued U.S. patents, four U.S. patent applications and several related international patent applications in various jurisdictions.
Our licensed patents and patent applications include claims that are directed to compositions comprising MDPs and their analogs
and/or methods of their use in the treatment of indicated diseases. We have also filed one patent application under the international
patent cooperation treaty (PCT) and more than 65 provisional patent applications with claims directed to both compositions comprising
and methods of using novel proprietary MDPs and their analogs.
We
believe that the proprietary capabilities of our technology platform combined with our scientific expertise and intellectual property
portfolio provides a competitive advantage in our mission to treat age-related diseases and extend healthy life spans through
the advancement of MBTs as a new class of transformative drugs.
We
were formed as a limited liability company in the state of Delaware in 2007, and converted to a Delaware corporation in 2009.
We completed our initial public offering of common stock in January 2015 and our common stock is listed for trading on the TSX-V
(COB.U) and the OTCQX (CWBR).
Our
laboratory and corporate headquarters are located in Menlo Park, California.
Business
Strategy
Our
strategic objective is to secure, maintain and exploit a leading scientific, commercial and intellectual property position in
the arena of mitochondria based therapeutics, with best-in-class treatments for diseases associated with aging and metabolic dysfunction.
The key elements of our strategy include:
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advancing
our lead program to IND submission and through clinical trials;
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utilizing
our proprietary technology platform to continue identifying, assessing and optimizing new analogs of biologically active MDPs
and advancing those MBT candidates with the greatest therapeutic and commercial potential;
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developing
strategic partnerships with leading pharmaceutical companies and other organizations to advance our research programs and
future development and commercialization efforts;
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raising
adequate capital to fund our operations, research and clinical development programs;
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minimizing
operating costs and related funding requirements for our research and development activities through careful program management
and cost-efficient relationships with academic partners, consultants and contract research organizations (CROs);
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optimizing
the development of our intellectual property portfolio to capture all novel therapeutically relevant peptides encoded within
the mitochondrial genome; and
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increasing
awareness and recognition of our team, assets, capabilities and opportunities within the investment and scientific communities.
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OUR
PIPELINE
Our
pipeline includes a number of MDPs and MBT candidates in different stages of pre-clinical study. Our research efforts are focused
on identifying, assessing and optimizing new analogs of biologically active MDPs and advancing those MDPs considered to have greatest
therapeutic and commercial potential as MBT candidates.
Lead
MBT Drug Candidate (CB4211)
In
September 2016, we advanced two novel, optimized analogs of our MOTS-c MDP, CB4209 and CB4211, into IND-enabling studies as our
lead MBT drug candidates with potential for treatment of NASH and obesity. In November 2017 we announced the selection of CB4211
as the final candidate for the remaining pre-IND studies.
CB4211
is a novel, optimized analogs of MOTS-c, a naturally occurring mitochondrial peptide discovered by our founders and their academic
collaborators in 2012. Their research in cells and animal models indicated that MOTS-c plays a significant role in the regulation
of metabolism. Certain of the original MOTS-c studies were published in an article entitled “The Mitochondrial-Derived Peptide,
MOTS-c, Promotes Metabolic Homeostasis and Reduces Obesity and Insulin Resistance,” which appeared in the March 3, 2015
edition of the journal Cell Metabolism.
In
pre-clinical models, both CB4209 and CB4211 demonstrated significant therapeutic potential for the treatment of NASH, showing
improvements in triglyceride levels, as well as favorable effects on liver enzyme markers associated with NAFLD and NASH, and
obesity, demonstrating significantly greater weight loss together with more selective reduction of fat mass versus lean mass in
head-to-head comparison to a market-leading obesity drug. The therapeutic effects of CB4209 and CB4211 have been further evaluated
in the well-established preclinical STAM™ mouse model of NASH. In this model, treatment with CB4209 or CB4211 resulted in
a significant reduction of the non-alcoholic fatty liver disease activity score, or NAS, a composite measure of steatosis (fat
accumulation), inflammation and hepatocyte ballooning (cellular injury). Additional pre-clinical studies are ongoing or planned.
CB4211 represents a first-in-class drug candidate for the treatment of NASH and obesity, targeting energy regulation and lipid
metabolism.
Investigational
Programs
Our
R&D pipeline also includes the MDPs described below. Our pre-clinical activities with respect to these peptides are focused
on identifying and optimizing those MDPs and their analogs that demonstrate the greatest commercial and therapeutic potential
as MBTs.
SHLP
Analogs: Our founders and their academic collaborators discovered several peptides encoded within the mitochondrial genome
with a similar origin to humanin, the first discovered peptide; we refer to these as small humanin-like peptides, or SHLPs. In
cancer treatment models conducted by our founders and their collaborators, both in cell culture and in mice, SHLP-6 demonstrated
suppression of cancer progression via mechanisms involving both suppression of tumor angiogenesis (blood vessel development) and
induction of apoptosis (cancer cell death). There is also preclinical evidence to suggest that SHLP-2 has protective effects against
neuronal toxicity. Certain of the SHLP studies were published in a research paper entitled “Naturally occurring mitochondrial-derived
peptides are age-dependent regulators of apoptosis, insulin sensitivity, and inflammatory markers,” which appeared in the
April 2016 edition of the journal Aging.
Humanin
Analogs: Humanin has demonstrated protective effects in various animal models of age-related diseases, including Alzheimer’s
disease, atherosclerosis, myocardial and cerebral ischemia and T2D. Humanin levels in humans have been shown to decline with age,
and elevated levels of humanin together with lower incidence of age-related diseases have been observed in centenarians as well
as their offspring. In vitro studies with humanin and humanin analogs have demonstrated protective effects against neuronal
toxicity suggesting that a humanin analog may have potential for development as an MBT treatment for neurodegenerative diseases
such as Alzheimer’s disease.
Additional
Discovered MDPs: Our internal discovery efforts have resulted in identification of more than 100 previously unidentified peptides
encoded within the mitochondrial genome. These MDPs and their analogs have demonstrated various degrees of biological activity
in a wide range of cell based and/or animal models relevant to diseases, such as NASH, obesity, T2D, cancer, cardiovascular disease
and Alzheimer’s disease.
All
of our pipeline MDPs and MBT candidates are in the pre-clinical stage of development, and there is no guarantee that the activity
demonstrated in pre-clinical models will be shown in human testing.
OUR
TECHNOLOGY PLATFORM
Our
proprietary technology platform is designed to rapidly identify therapeutically relevant peptides encoded within the mitochondrial
genome, to evaluate their biological activity, and to develop these peptides into novel MBTs that have the potential to treat
diseases with major unmet medical needs. We believe our technology platform presents multiple opportunities for value creation.
Our multiplexed peptide optimization process is designed to discover numerous potential drug candidate opportunities with near
term value. These drug candidates could be internally developed by CohBar or advanced through strategic partnerships with larger
pharmaceutical companies. At the same time, our strategy of capturing the most valuable MBT space by aggressively filing for broad
intellectual property coverage is designed to secure CohBar’s leadership role in the field and protect our ability to create
additional value in the future.
We
use a broad range of proprietary activity screens to assess the therapeutic potential of our novel peptides and to prioritize
our development opportunities. Some of our novel peptides have demonstrated promising biological effects in a variety of in vitro
and/or in vivo models of age related diseases. We are prioritizing our novel peptides by assessing their activity in areas such
as metabolic regulation, oxidative stress, cellular energy levels, cell proliferation, cell death, cellular protection, carbohydrate
metabolism, lipid metabolism, body weight, regulation of body fat, insulin sensitivity, regulation of glucose, glucose tolerance,
and liver function.
Corporate
Information
Our
Company was formed as a Delaware limited liability company on October 19, 2007. We converted to a Delaware corporation under the
provisions of the Delaware Limited Liability Company Act and the Delaware General Corporation Law on September 16, 2009. Our principal
executive offices are located at 1455 Adams Dr., Suite 2050, Menlo Park, CA 94025. Our telephone number is (650) 446-7888. We
maintain a website at www.cohbar.com. The information contained on, connected to or that can be accessed via our website is not
a part of, and is not incorporated into, this prospectus and the inclusion of our website address in this prospectus is an inactive
textual reference only. We have no subsidiaries.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. Before making any investment decision, you should carefully consider
the risk factors set forth below, under the caption “Risk Factors” in any applicable prospectus supplement and under
the caption “Risk Factors” in our most recent annual report on Form 10-K and our subsequent quarterly reports on Form
10-Q, which are incorporated by reference in this prospectus, as well as in any applicable prospectus supplement, as updated by
our subsequent filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
These
risks could materially affect our business, results of operation or financial condition and affect the value of our securities.
Additional risks and uncertainties that are not yet identified may also materially harm our business, operating results and financial
condition and could result in a complete loss of your investment. You could lose all or part of your investment. For more information,
see “Where You Can Find More Information.”
Risks
Related to Our Securities and the Offering
Future
sales or other dilution of our equity could depress the market price of our common stock.
Sales
of our common stock, preferred stock, warrants, units or any combination of the foregoing in the public market, or the perception
that such sales could occur, could negatively affect the price of our common stock. If one or more of our shareholders were to
sell large portions of their holdings in a relatively short time, for liquidity or other reasons, the prevailing market price
of our common stock could be negatively affected.
In
addition, the issuance of additional shares of our common stock, securities convertible into or exercisable for our common stock,
other equity-linked securities, including preferred stock or warrants or any combination of the securities pursuant to this prospectus
will dilute the ownership interest of our common shareholders and could depress the market price of our common stock and impair
our ability to raise capital through the sale of additional equity securities.
We
may need to seek additional capital. If this additional financing is obtained through the issuance of equity securities or warrants
to acquire equity securities, our existing shareholders could experience significant dilution upon the issuance, conversion or
exercise of such securities.
Our
management will have broad discretion over the use of the proceeds we receive from the sale of our securities pursuant to this
prospectus and might not apply the proceeds in ways that increase the value of your investment.
Our
management will have broad discretion to use the net proceeds from any offerings under this prospectus, and you will be relying
on the judgment of our management regarding the application of these proceeds. Except as described in any prospectus supplement
or in any related free writing prospectus that we may authorize to be provided to you, the net proceeds received by us from our
sale of the securities described in this prospectus will be added to our general funds and will be used for general corporate
purposes. Our management might not apply the net proceeds from offerings of our securities in ways that increase the value of
your investment and might not be able to yield a significant return, if any, on any investment of such net proceeds. You may not
have the opportunity to influence our decisions on how to use such proceeds.
FORWARD-LOOKING
STATEMENTS
Some
of the statements contained or incorporated by reference in this prospectus may be “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the
Exchange Act and may involve material risks, assumptions and uncertainties. Forward-looking statements typically are identified
by the use of terms such as “may,” “will,” “should,” “believe,” “might,”
“expect,” “anticipate,” “intend,” “plan,” “estimate” and similar words,
although some forward-looking statements are expressed differently.
Although
we believe that the expectations reflected in such forward-looking statements are reasonable, these statements are not guarantees
of future performance and involve certain risks and uncertainties that are difficult to predict and which may cause actual outcomes
and results to differ materially from what is expressed or forecasted in such forward-looking statements. These forward-looking
statements speak only as of the date on which they are made and except as required by law, we undertake no obligation to publicly
release the results of any revision or update of these forward-looking statements, whether as a result of new information, future
events or otherwise. If we do update or correct one or more forward-looking statements, you should not conclude that we will make
additional updates or corrections with respect thereto or with respect to other forward-looking statements. A detailed discussion
of risks and uncertainties that could cause actual results and events to differ materially from our forward-looking statements
is included in our periodic reports filed with the SEC and in the “Risk Factors” section of this prospectus.
USE
OF PROCEEDS
Except
as may be stated in the applicable prospectus supplement, we intend to use the net proceeds we receive from the sale of the securities
offered by this prospectus for general corporate purposes, which may include, among other things, capital expenditures, the financing
of possible acquisitions or business expansions, increasing our working capital and the financing of ongoing research and development,
operating expenses and overhead.
DESCRIPTION
OF CAPITAL STOCK
The
following is a summary of our capital stock and certain provisions of our Third Amended and Restated Certificate of Incorporation
(“Certificate of Incorporation”) and Amended and Restated Bylaws (“Bylaws”). This summary does not purport
to be complete and is qualified in its entirety by the provisions of our Articles of Incorporation, as amended, our Amended and
Restated Bylaws, and applicable provisions of the Delaware General Corporation Law.
See
“Where You Can Find More Information” elsewhere in this prospectus for information on where you can obtain copies
of our Certificate of Incorporation and Bylaws, which have been filed with and are publicly available from the SEC.
Our
authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred
stock, par value $0.001 per share. Currently, we have no other authorized class of stock.
DESCRIPTION
OF COMMON STOCK
As
of the date of this prospectus, we had an aggregate of 39,420,837 shares of our common stock outstanding. Our outstanding capital
stock was held by 97 stockholders of record as of the date of this prospectus. This number does not include beneficial owners
whose shares are held by nominees in street name.
Dividend
Rights
Subject
to any preferences that may be applicable to any then outstanding shares of preferred stock, holders of our common stock are entitled
to receive dividends of cash, property or shares of our capital stock that we pay or distribute out of funds legally available
if our board of directors, in its discretion, determines to issue dividends and only then at the times and in the amounts that
our board of directors may determine. For further information on our dividend policy, see “Dividend Policy” above.
Voting
Rights
Each
holder of our common stock is entitled to one vote for each share of common stock held by such holder on all matters on which
stockholders generally are entitled to vote, provided that holders of common stock are not entitled to vote on amendments to our
Certificate of Incorporation related solely to the terms of one or more outstanding series of preferred stock if the holders of
such series are entitled to vote thereon, unless required by law. Our stockholders do not have cumulative voting rights in the
election of directors. Accordingly, subject to the preferences that may be applicable to any then outstanding shares of preferred
stock, holders of a majority of the voting shares are able to elect all of the directors.
Liquidation
In
the event of our dissolution or liquidation, whether voluntary or involuntary, holders of our common stock will be entitled to
share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other
liabilities and subject to any preferential or other rights of any then outstanding shares of preferred stock.
Rights
and Preferences
Holders
of our common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund
provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject
to and may be adversely affected by the rights of the holders of shares of any series of our preferred stock that we may designate
in the future.
Authorized
but unissued shares
The
authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval,
subject to any limitations imposed by the listing standards of the TSX-V or any other exchange or quotation service on which our
stock may be traded. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee
benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could make more difficult
or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Transfer
Agent and Registrar
The
main transfer agent and registrar for our common stock is AST Trust Company (Canada) in Vancouver, British Columbia, and the co-transfer
agent and co-registrar for our common stock is American Stock Transfer & Trust Company, LLC in New York, New York. The agent
and registrar for our warrants is AST Trust Company (Canada) in Vancouver, British Columbia.
Stock
Exchange Listing
Our
common stock is traded on the TSX-V under the symbol “COB.U” and on the OCTQX under the symbol “CWBR.”
DESCRIPTION
OF PREFERRED STOCK
As
of the date of this prospectus, no shares of preferred stock had been issued or were outstanding. Our board of directors has the
authority, without further action by our stockholders, to issue up to 5,000,000 shares of preferred stock in one or more series
and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include
dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number
of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common
stock. The issuance of preferred stock by us could adversely affect the voting power of holders of common stock and the likelihood
that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could
have the effect of delaying, deferring or preventing a change of control of our company or other corporate action.
We
will file as an exhibit to the Registration Statement of which this prospectus is a part, or will incorporate by reference from
reports that we file with the SEC, the form of any certificate of designation or amendment to our Certificate of Incorporation
that describes the terms of any series of preferred stock we are offering before the issuance of that series of preferred stock.
This description will include, but not be limited to, the following: (i) the title and stated value; (ii) the number of shares
we are offering; (iii) the liquidation preference per share; (iv) the purchase price; (v) the dividend rate, period and payment
date and method of calculation for dividends; (vi) whether dividends will be cumulative or non-cumulative and, if cumulative,
the date from which dividends will accumulate; (vii) the provisions for a sinking fund, if any; (viii) the provisions for redemption
or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; (ix) whether
the preferred stock will be convertible into our common stock, and, if applicable, the conversion price, or how it will be calculated,
and the conversion period; (x) whether the preferred stock will be exchangeable into debt securities, and, if applicable, the
exchange price, or how it will be calculated, and the exchange period; (xi) voting rights, if any, of the preferred stock; (x)
preemptive rights, if any; (xi) restrictions on transfer, sale or other assignment, if any; (xii) a discussion of any material
United States federal income tax considerations applicable to the preferred stock; (xiii) the relative ranking and preferences
of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; (xiv) any limitations
on the issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock
as to dividend rights and rights if we liquidate, dissolve or wind up our affairs and (xv) any other specific terms, preferences,
rights or limitations of, or restrictions on, the preferred stock.
DESCRIPTION
OF WARRANTS
We
may issue warrants for the purchase of common stock and/or preferred stock in one or more series. We may issue warrants independently
or together with common stock and/or preferred stock and the warrants may be attached to or separate from these securities. While
the terms summarized below will apply generally to any warrants that we may offer, we will describe the particular terms of any
series of warrants in more detail in the applicable prospectus supplement. The terms of any warrants offered under a prospectus
supplement may differ from the terms described below.
We
will file as exhibits to the Registration Statement of which this prospectus is a part, or will incorporate by reference from
reports that we file with the SEC, the form of warrant agreement, including a form of warrant certificate, that describes the
terms of the particular series of warrants we are offering before the issuance of the related series of warrants. The following
summaries of material provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by
reference to, all the provisions of the warrant agreement and warrant certificate applicable to the particular series of warrants
that we may offer under this prospectus. We urge you to read the applicable prospectus supplements related to the particular series
of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the complete warrant
agreements and warrant certificates that contain the terms of the warrants.
General
We
will describe in the applicable prospectus supplement the terms of the series of warrants being offered, including:
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offering price and aggregate number of warrants offered;
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the
currency for which the warrants may be purchased;
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if
applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued
with each such security or each principal amount of such security;
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if
applicable, the date on and after which the warrants and the related securities will be separately transferable;
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in
the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock,
as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon
such exercise;
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the
effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants;
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the
terms of any rights to redeem or call the warrants;
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any
provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
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the
dates on which the right to exercise the warrants will commence and expire;
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the
manner in which the warrant agreements and warrants may be modified;
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a
discussion of any material or special United States federal income tax consequences of holding or exercising the warrants;
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the
terms of the securities issuable upon exercise of the warrants; and
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any
other specific terms, preferences, rights or limitations of or restrictions on the warrants.
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Before
exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such
exercise, including in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any,
or payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.
Exercise
of Warrants
Each
warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise
price that we describe in the applicable prospectus supplement. Holders of the warrants may exercise the warrants at any time
up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of
business on the expiration date, unexercised warrants will become void.
Holders
of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together
with specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in
the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectus
supplement the information that the holder of the warrant will be required to deliver to the warrant agent.
If
fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate
for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender
securities as all or part of the exercise price for warrants.
DESCRIPTION
OF UNITS
As
specified in the applicable prospectus supplement, we may issue, in one more series, units consisting of common stock, preferred
stock and/or warrants for the purchase of common stock and/or preferred stock in any combination. The applicable prospectus supplement
will describe:
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the
securities comprising the units, including whether and under what circumstances the securities comprising the units may be
separately traded;
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the
terms and conditions applicable to the units, including a description of the terms of any applicable unit agreement governing
the units; and
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a
description of the provisions for the payment, settlement, transfer or exchange of the units.
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PLAN
OF DISTRIBUTION
The
securities covered by this prospectus may be offered and sold from time to time pursuant to one or more of the following methods:
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agents;
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to
or through underwriters;
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to
or through broker-dealers (acting as agent or principal);
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in
“at the market offerings” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker
or into an existing trading market, on an exchange, or otherwise;
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directly
to purchasers, through a specific bidding or auction process or otherwise; or
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through
a combination of any such methods of sale.
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Agents,
underwriters or broker-dealers may be paid compensation for offering and selling the securities. That compensation may be in the
form of discounts, concessions or commissions to be received from us, from the purchasers of the securities or from both us and
the purchasers. Any underwriters, dealers, agents or other investors participating in the distribution of the securities may be
deemed to be “underwriters,” as that term is defined in the Securities Act, and compensation and profits received
by them on sale of the securities may be deemed to be underwriting commissions, as that term is defined in the rules promulgated
under the Securities Act.
Each
time securities are offered by this prospectus, the prospectus supplement, if required, will set forth:
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name of any underwriter, dealer or agent involved in the offer and sale of the securities;
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the
terms of the offering;
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any
discounts concessions or commissions and other items constituting compensation received by the underwriters, broker-dealers
or agents;
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any
over-allotment option under which any underwriters may purchase additional securities from us; and
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any
initial public offering price.
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The
securities may be sold at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices
relating to the prevailing market prices or at negotiated prices. The distribution of securities may be effected from time to
time in one or more transactions, by means of one or more of the following transactions, which may include cross or block trades:
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transactions
on the OTCQX marketplace, the TSX-V or any other organized market where the securities may be traded;
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in
the over-the-counter market;
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in
negotiated transactions;
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under
delayed delivery contracts or other contractual commitments; or
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a
combination of such methods of sale.
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If
underwriters are used in a sale, securities will be acquired by the underwriters for their own account and may be resold from
time to time in one or more transactions. Our securities may be offered to the public either through underwriting syndicates represented
by one or more managing underwriters or directly by one or more firms acting as underwriters. If an underwriter or underwriters
are used in the sale of securities, an underwriting agreement will be executed with the underwriter or underwriters at the time
an agreement for the sale is reached. This prospectus and the prospectus supplement will be used by the underwriters to resell
the shares of our securities. The underwriters’ commissions, discounts or concessions may qualify as underwriters’
compensation under the Securities Act and the rules of the Financial Industry Regulatory Authority, Inc., or FINRA.
If
5% or more of the net proceeds of any offering of our securities made under this prospectus will be received by a FINRA member
participating in the offering or affiliates or associated persons of such FINRA member, the offering will be conducted in accordance
with FINRA Rule 5121.
To
comply with the securities laws of certain states, if applicable, the securities offered by this prospectus will be offered and
sold in those states only through registered or licensed brokers or dealers.
Agents,
underwriters and dealers may be entitled under agreements entered into with us to indemnification by us against specified liabilities,
including liabilities incurred under the Securities Act, or to contribution by us to payments they may be required to make in
respect of such liabilities. The prospectus supplement will describe the terms and conditions of such indemnification or contribution.
Some of the agents, underwriters or dealers, or their respective affiliates may be customers of, engage in transactions with or
perform services for us in the ordinary course of business. We will describe in the prospectus supplement naming the underwriter
the nature of any such relationship.
Certain
persons participating in the offering may engage in over-allotment, stabilizing transactions, short-covering transactions and
penalty bids in accordance with Regulation M under the Exchange Act. We make no representation or prediction as to the direction
or magnitude of any effect that such transactions may have on the price of the securities. For a description of these activities,
see the information under the heading “Underwriting” in the applicable prospectus supplement.
LEGAL
MATTERS
The
validity of the securities offered in this prospectus will be passed upon for us by Garvey Schubert Barer.
EXPERTS
Our
financial statements as of December 31, 2016 and 2015, and for the years then ended, incorporated by reference in this prospectus
have been audited by Marcum LLP, an independent registered public accounting firm, as set forth in their report, and are included
in reliance on such report given on the authority of said firm as experts in auditing and accounting.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate by reference” the information we file with them into this prospectus. This means that
we can disclose important information about us and our financial condition to you by referring you to another document filed separately
with the SEC instead of having to repeat the information in this prospectus. The information incorporated by reference is considered
to be part of this prospectus and later information that we file with the SEC will automatically update and supersede this information.
This prospectus incorporates by reference any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act, between the date of the initial registration statement and prior to effectiveness of the registration statement
and the documents listed below that we have previously filed with the SEC:
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our
Annual Report on Form 10-K
for the year ended December 31, 2016;
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our
Quarterly Reports on Form 10-Q for the periods ended March
31, 2017, June 30,
2017, and September
30, 2017;
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our
Current Reports on Form 8-K filed on February
2, 2017, June 19,
2017, June 23, 2017
and July 18, 2017.
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the
description of our common stock contained in our Registration Statement on Form
8-A filed with the SEC on December 17, 2014, including any amendments or reports filed for the purpose of updating such
description.
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We
also incorporate by reference all documents that we file with the SEC on or after the effective time of this prospectus pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the sale of all the securities registered hereunder or
the termination of the registration statement. Nothing in this prospectus shall be deemed to incorporate information furnished
but not filed with the SEC.
Any
statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus
shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or
in the applicable prospectus supplement or in any other subsequently filed document which also is or is deemed to be incorporated
by reference modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
You
may request a copy of the filings incorporated herein by reference, including exhibits to such documents that are specifically
incorporated by reference, at no cost, by writing or calling us at the following address or telephone number:
Simon
Allen
Chief
Executive Officer
1455
Adams Dr., Suite 2050
Menlo
Park, CA 94025
(650)
446-7888
Statements
contained in this prospectus as to the contents of any contract or other documents are not necessarily complete, and in each instance
you are referred to the copy of the contract or other document filed as an exhibit to the registration statement or incorporated
herein, each such statement being qualified in all respects by such reference and the exhibits and schedules thereto.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus is part of a registration statement on Form S-3 that we filed with the SEC registering the securities that may be offered
and sold hereunder. The registration statement, including exhibits thereto, contains additional relevant information about us
and these securities that, as permitted by the rules and regulations of the SEC, we have not included in this prospectus. A copy
of the registration statement can be obtained at the address set forth below or at the SEC’s website as noted below. You
should read the registration statement, including any applicable prospectus supplement, for further information about us and these
securities.
We
file annual reports, quarterly reports, current reports, proxy statements and other information with the Securities and Exchange
Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended. You can inspect and obtain a copy of
our reports, proxy statements and other information filed with the SEC at the offices of the SEC’s Public Reference Room
at 100 F Street N.E., Washington, D.C. 20549, on official business days during the hours of 10 a.m. to 3 p.m. EST. Please call
the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The SEC maintains an Internet website at http://www.sec.gov
where you can access copies of most of our SEC filings.
We
make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports,
available free of charge on our corporate website. In addition, our Code of Ethics and Business Conduct and the charters of our
Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee are available on our corporate website.
The contents of our corporate website are not incorporated into, or otherwise to be regarded as part of, this Registration Statement
on Form S-3.
Up
to $20,000,000
Common
Stock
PROSPECTUS
SUPPLEMENT
May
27, 2020
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