Current Report Filing (8-k)
May 20 2021 - 09:01AM
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 (Date of earliest event reported): May 17, 2021
NeuBase Therapeutics,
Inc.
(Exact Name of Registrant as
Specified in Its Charter)
Delaware
|
001-35963
|
46-5622433
|
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
350 Technology Drive, Pittsburgh, PA |
15219 |
(Address of Principal Executive Offices) |
(Zip Code) |
|
(646) 450-1790 |
|
(Registrant’s Telephone Number, Including Area Code) |
|
N/A |
|
(Former Name or Former Address, if Changed Since
Last Report) |
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:
|
¨ |
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425) |
|
¨ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
¨ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
NBSE |
The Nasdaq
Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of
1934 (17 CFR § 240.12b-2).
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. ¨
Item 5.02. |
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
On May 17, 2021, NeuBase Therapeutics, Inc. (the “Company”)
appointed Dr. Sandra Rojas-Caro, M.D., as the Company’s Chief
Medical Officer, effective May 24, 2021. There are no reportable
family relationships or related party transactions (as defined in
Item 404(a) of Regulation S-K) involving the Company and
Dr. Rojas-Caro. Dr. Rojas-Caro will report to
Dr. Dietrich Stephan, the Company’s President and Chief
Executive Officer.
Dr. Rojas-Caro, 52, has broad R&D leadership, executive
management and team-building experience in private and public
biotech companies and large pharma. She has been directly involved
in successful global regulatory submissions, including an FDA and
EMA approval and more than 10 investigational new drug (IND)
applications. Most recently, she was Chief Medical Officer for
Gemini Therapeutics, a company focused on redefining age-related
macular degeneration (AMD) and linked disorders with precision
medicine, from February 2018 to January 2020. At Gemini, she led
development through several milestones, including the company’s
first IND and the first cohorts of genetically selected patients
dosed with the company’s leading biologic therapeutic. She has also
recently been involved in a consulting practice focused on early
and growth stage biotechnology companies with a focus on rare
disease therapeutics and precision therapeutics. Prior to Gemini,
Sandra served as Chief Medical Officer for Aeglea BioTherapeutics
(Nasdaq: AGLE), a biotechnology company developing a new generation
of enzyme-based therapeutics to treat inborn errors of metabolism
(IEM), from May 2016 to October 2016. Prior to Aeglea, she served
as Group Vice President of Clinical Research and Development at
Synageva BioPharma where she was instrumental in leading the
clinical development team that secured the FDA and EMA approval of
Kanuma® (sebelipase alfa) for the treatment of lysosomal acid
lipase deficiency, as well as advancing the clinical development of
other IEM programs. Following the acquisition of Synageva by
Alexion, Dr. Rojas-Caro served as Vice President and R&D
Project Team Leader for the Metabolic Rare Diseases Unit, and she
supported the post-merger integration. Earlier in her career, she
held roles in clinical and translational research with increasing
levels of responsibility at Roche, Array BioPharma and Pfizer,
where she was responsible for the design and implementation of
early development clinical strategy across a broad range of
indications. Dr. Rojas-Caro received a Bachelor’s in Science of
Medicine and an M.D. from Pontifical Catholic University of
Chile.
On May 17, 2021, the Company entered into an offer letter with
Dr. Rojas-Caro (the “Offer Letter”). Pursuant to the Offer
Letter, Dr. Rojas-Caro’s annual salary will be $425,000, and
she will be eligible for an annual performance bonus with a target
of 40% of her base salary. Dr. Rojas-Caro’s employment will be
on an “at will” basis. Additionally, the Company will grant
Dr. Rojas-Caro an option to purchase 280,000 shares of the
Company’s common stock (the “Option”) under the Company’s 2019
Stock Incentive Plan (the “2019 Plan”) on her first day of
employment. Subject to Dr. Rojas-Caro’s continued employment
with the Company, 1/4th of the shares underlying the Option will
vest on the first anniversary of Dr. Rojas-Caro’s start date,
and 1/36th of the remaining shares underlying the Option will vest
at the end of each calendar month thereafter, subject to vesting
acceleration as set forth in the Offer Letter. Dr. Rojas-Caro also
entered into the Company’s standard indemnification agreement and
standard confidentiality and invention assignment agreement with
the Company.
If Dr. Rojas-Caro is terminated by the Company without cause or Dr.
Rojas-Caro resigns for good reason (defined generally as a
reduction in her salary amongst similarly-situated employees,
relocation, or a material diminution in title, duties or
responsibilities), in either case, within twelve months following a
change in control (as defined in the 2019 Plan), then, subject to
the execution and delivery of a general release of all claims, her
then outstanding, unvested Option, if any, will vest and be
exercisable as to all of the covered shares. If Dr. Rojas-Caro is
terminated by the Company without cause or if Dr. Rojas-Caro
terminates her employment for good reason (whether or not in
connection with a change in control), the Company will be obligated
to pay Dr. Rojas-Caro (1) severance pay at a rate equal to 100% of
her base salary for a period of twelve months from the date of
termination, (2) reimbursement of twelve months of health benefits
(COBRA subsidization) in accordance with the Company’s standard
expense reimbursement procedures, (3) any annual bonus earned, but
not yet paid, for a prior year, and (4) subject to the good faith
determination of the Company’s board of directors, a prorated
portion of her annual bonus target for the year of termination.
The foregoing description of the Offer Letter does not purport to
be complete and is qualified in its entirety by reference to the
full text of the Offer Letter, which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and incorporated herein
by reference.
On May 20, 2021, the Company
issued a press release announcing the appointment of
Dr. Rojas-Caro as the Company’s Chief Medical Officer. A copy
of the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by
reference.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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NEUBASE THERAPEUTICS,
INC.
(Registrant) |
|
|
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|
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Date: May 20, 2021 |
By: |
/s/
Sam Backenroth |
|
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Sam
Backenroth |
|
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Chief
Financial Officer |
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