Current Report Filing (8-k)
July 09 2020 - 4:05PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report: July 6, 2020
(Date
of earliest event reported)
COHBAR,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-38326
|
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26-1299952
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(State
or other jurisdiction
of
incorporation)
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|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
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1455
Adams Drive, Suite 2050
Menlo
Park, CA 94025
(Address
of principal executive offices and zip code)
(650)
446-7888
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Common
Stock
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CWBR
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Nasdaq
Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
COHBAR,
INC.
FORM
8-K
Item 5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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(f)
On July 6, 2020, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of CohBar, Inc.
(the “Company”), authorized and approved the payment of non-equity incentive plan compensation payments in the amounts
of $99,750 to Jon L. Stern, the Company’s former Chief Operating Officer, $82,500 to Jeffrey F. Biunno, the Company’s
Chief Financial Officer, and $105,000 to Kenneth C. Cundy, the Company’s Chief Scientific Officer, in each case in connection
with services rendered in fiscal year 2019 (each, a “Non-Equity Incentive Plan Payment” and, collectively, the “Non-Equity
Incentive Plan Payments”). The Non-Equity Incentive Plan Payments were awarded based on the Compensation Committee’s
assessment of the Company’s achievement of corporate performance objectives for the 2019 bonus program for the Company’s
named executive officers and following the voluntary deferment of the Non-Equity Incentive Plan Payments by the recipients. The
Compensation Committee determined that 100% of the 2019 corporate goals and objectives, which consisted of financial and developmental
goals, were achieved.
The
Compensation Committee determined that the payment to be awarded to Mr. Stern for 2019 was equal to 35% of his base compensation
(representing 100% of his target bonus for 2019 of 35% of his base compensation). The payment amount awarded to Mr. Biunno for
2019 was equal to 30% of his base compensation (representing 100% of his target bonus for 2019 of 30% of his base compensation).
The payment amount awarded to Dr. Cundy for 2019 was equal to 30% of his base compensation (representing 100% of his target bonus
for 2019 of 30% of his base compensation).
The
Non-Equity Incentive Plan Payments were not included in the Summary Compensation Table included in the Company’s Proxy Statement
for its 2020 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 29, 2020 (the “2020
Proxy Statement”), because the amount of such Non-Equity Incentive Plan Payments was not determined and not calculable as
of the time of the filing of the 2020 Proxy Statement. Mr. Stern’s total compensation for the fiscal year ended December
31, 2019, as reported in the 2020 Proxy Statement was $293,400, and his recalculated total compensation for the fiscal year ended
December 31, 2019, including his Non-Equity Incentive Plan Payment, is $393,150. Mr. Biunno’s total compensation for the
fiscal year ended December 31, 2019, as reported in the 2020 Proxy Statement was $317,675, and his recalculated total compensation
for the fiscal year ended December 31, 2019, including his Non-Equity Incentive Plan Payment, is $400,175. Dr. Cundy’s total
compensation for the fiscal year ended December 31, 2019, as reported in the 2020 Proxy Statement was $383,273, and his recalculated
total compensation for the fiscal year ended December 31, 2019, including his Non-Equity Incentive Plan Payment, is $488,273.
Item 8.01
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Other Information.
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On
July 7, 2020, the Company issued a press release announcing it has resumed the Phase 1b stage of its Phase 1a/1b clinical trial
of CB4211, its lead candidate for the treatment of nonalcoholic steatohepatitis and obesity. A copy of the press release is attached
hereto as Exhibit 99.1.
Item 9.01
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Financial Statements and
Exhibits.
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(d)
Exhibits
The
following exhibit is furnished herewith and this list is intended to constitute the exhibit index:
Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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COHBAR, INC.
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(Registrant)
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July
9, 2020
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By:
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/s/
Jeffrey F. Biunno
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(Date)
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Jeffrey
F. Biunno
Chief Financial Officer
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2
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