As filed with the Securities and Exchange Commission on
June 23, 2021
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NEUBASE
THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
46-5622433
(I.R.S. Employer Identification No.)
350 Technology Drive
Pittsburgh, PA 15219
(646) 450-1790
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive
offices)
Dr. Dietrich Stephan
President and Chief Executive Officer
NeuBase Therapeutics, Inc.
350 Technology Drive
Pittsburgh, PA 15219
(646) 450-1790
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Jeffrey T. Hartlin, Esq.
Elizabeth Razzano, Esq.
Paul Hastings LLP
1117 S. California Avenue
Palo Alto, CA 94304
(650) 320-1804
From time to time after this registration statement becomes
effective
(Approximate date of commencement of proposed sale to the
public)
If
the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check
the following box. ¨
If
any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box.
x
If
this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities
Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same
offering. ¨
If
this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. ¨
If
this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following
box. ¨
If
this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check
the following box. ¨
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
Large accelerated filer |
¨ |
|
Accelerated filer |
¨ |
Non-accelerated filer |
x |
|
Smaller reporting company |
x |
|
|
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 7(a)(2)(B) of the Securities Act.
¨
CALCULATION OF REGISTRATION FEE
Title
of each class of securities to be registered |
|
Amount
to be registered(1) |
|
|
Proposed
maximum offering price per share(2) |
|
|
Proposed
maximum aggregate offering price |
|
|
Amount
of registration fee |
Common
stock, par value $0.0001 per share |
|
|
308,635(3) |
|
|
|
$5.025 |
|
|
$1,550,890.88 |
|
|
|
$169.21 |
|
(1) |
Pursuant
to Rule 416(a) under the Securities Act of 1933, as
amended (the “Securities Act”), this Registration Statement on
Form S-3 (this “Registration Statement”) shall also cover any
additional shares of common stock, par value $0.0001 per share
(“Common Stock”), of NeuBase Therapeutics, Inc., a Delaware
corporation (the “Registrant”), that become issuable by reason of
any stock dividend, stock split, recapitalization or other similar
transaction effected without receipt of consideration. |
(2) |
Estimated
solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) under the
Securities Act. The offering price per share and aggregate offering
price are based upon the average of the high and low prices for the
Registrant’s Common Stock as reported on the Nasdaq Capital Market
on June 17, 2021, a date within five business days prior to
the filing of this Registration Statement. |
(3) |
All
308,635 shares of Common Stock are to be offered by the selling
stockholder named herein, which shares were issued on
April 26, 2021 to the selling stockholder (or for the benefit
of the selling stockholder) pursuant to that certain Asset Purchase
Agreement, dated as of January 27, 2021, by and among the
Registrant, NeuBase Corporation, a wholly owned subsidiary of the
Registrant, and the selling stockholder named herein, as amended by
the Amendment to Asset Purchase Agreement, dated as of
April 20, 2021, by and between the Registrant and the selling
stockholder named herein. |
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration
Statement shall become effective on such date as the Securities and
Exchange Commission acting pursuant to said
Section 8(a) may determine.
The information in this prospectus is not complete and may be
changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
Subject to Completion, dated June 23, 2021
PROSPECTUS |
 |
|
NeuBase Therapeutics, Inc.
308,635
Shares of Common Stock
This
prospectus relates solely to the resale from time to time by the
selling stockholder listed in the section of this prospectus
entitled “Selling Stockholder” (the “Selling Stockholder”) of up to
308,635 shares (the “Shares”) of our common stock, par value
$0.0001 per share (“Common
Stock”). The Shares consist solely of
shares of Common
Stock issued by us on April 26, 2021, pursuant
to that certain Asset Purchase Agreement, dated as of
January 27, 2021 (as amended, the “APA”), by and among us,
NeuBase Corporation, our wholly owned subsidiary, and the Selling
Stockholder. We are registering the resale of the Shares in
connection with registration rights granted to the Selling
Stockholder pursuant to the APA.
Our registration of the Shares covered by this prospectus does not
mean that the Selling Stockholder will offer or sell any of the
Shares. The Selling Stockholder may sell the Shares covered by
this prospectus in a number of different ways and at varying
prices. For additional information on the possible methods of sale
that the Selling Stockholder may use, you should refer to the
section of this prospectus entitled “Plan of Distribution”
beginning on page 10 of this prospectus. We will not receive
any of the proceeds from the Shares sold by the Selling
Stockholder.
No underwriter or other person has been engaged to facilitate the
sale of the Shares in this offering. The Selling Stockholder
may be deemed to be an “underwriter” within the meaning of the
Securities Act of 1933, as amended (the “Securities Act”), of the
Shares that they are offering pursuant to this prospectus. We
will bear all costs, expenses and fees in connection with the
registration of the Shares. The Selling Stockholder will bear
all commissions and discounts, if any, attributable to the sale of
the Shares.
You
should read this prospectus, any applicable prospectus supplement
and any related free writing prospectus carefully before you
invest.
Investing in our Common Stock involves a high degree of risk. You
should review carefully the risks and uncertainties described under
the heading “Risk Factors” contained on
page 5 of this prospectus, any applicable prospectus
supplement and in any applicable free writing prospectuses, and
under similar headings in the documents that are incorporated by
reference into this prospectus.
Our Common Stock is
currently listed on the Nasdaq Capital Market under the symbol
“NBSE.” On June 22, 2021, the last reported sales price for
our Common Stock was
$4.93 per share. Our stock price is subject to fluctuation. There
has been no change recently in our financial condition or results
of operations that is consistent with a recent change in our stock
price.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus
is ,
2021.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
You should rely only on the information we have provided or
incorporated by reference into this prospectus, any applicable
prospectus supplement and any related free writing prospectus. We
have not authorized anyone to provide you with information
different from that contained in this prospectus, any applicable
prospectus supplement or any related free writing prospectus. No
dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this
prospectus, any applicable prospectus supplement or any related
free writing prospectus. You must not rely on any unauthorized
information or representation. This prospectus is an offer to sell
only the Shares offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. You should assume that
the information in this prospectus, any applicable prospectus
supplement or any related free writing prospectus is accurate only
as of the date on the front of the document and that any
information we have incorporated by reference is accurate only as
of the date of the document incorporated by reference, regardless
of the time of delivery of this prospectus or any sale of a
security.
The Selling Stockholder is offering the Shares only in
jurisdictions where such issuances are permitted. The distribution
of this prospectus and the issuance of the Shares in certain
jurisdictions may be restricted by law. Persons outside the United
States who come into possession of this prospectus must inform
themselves about, and observe any restrictions relating to, the
issuance of the Shares and the distribution of this prospectus
outside the United States. This prospectus does not constitute, and
may not be used in connection with, an offer to sell, or a
solicitation of an offer to buy, the Shares offered by this
prospectus by any person in any jurisdiction in which it is
unlawful for such person to make such an offer or solicitation.
This prospectus is part of a registration statement that we filed
with the U.S. Securities and Exchange Commission (the “SEC”), under
which the Selling Stockholder may offer from time to time up to an
aggregate of 308,635 shares of Common Stock in one or more
offerings. If required, each time the Selling Stockholder offers
shares of Common Stock, we will provide you with, in addition to
this prospectus, a prospectus supplement that will contain specific
information about the terms of that offering. We may also authorize
one or more free writing prospectuses to be provided to you that
may contain material information relating to that offering. We may
also use a prospectus supplement and any related free writing
prospectus to add, update or change any of the information
contained in this prospectus or in documents we have incorporated
by reference. This prospectus, together with any applicable
prospectus supplements, any related free writing prospectuses and
the documents incorporated by reference into this prospectus,
includes all material information relating to this offering. To the
extent that any statement that we make in a prospectus supplement
is inconsistent with statements made in this prospectus, the
statements made in this prospectus will be deemed modified or
superseded by those made in a prospectus supplement. Please
carefully read both this prospectus and any prospectus supplement
together with the additional information described below under the
section entitled “Important Information Incorporated by Reference”
before buying any of the securities offered.
This prospectus contains summaries of certain provisions contained
in some of the documents described herein, but reference is made to
the actual documents for complete information. All of the summaries
are qualified in their entirety by the actual documents. Copies of
some of the documents referred to herein have been filed, will be
filed or will be incorporated by reference as exhibits to the
registration statement of which this prospectus is a part, and you
may obtain copies of those documents as described below under the
section entitled “Where You Can Find More Information.”
PROSPECTUS SUMMARY
This
summary highlights selected information contained elsewhere in this
prospectus or incorporated by reference in this prospectus, and
does not contain all of the information that you need to consider
in making your investment decision. You should carefully read the
entire prospectus, any applicable prospectus supplement and any
related free writing prospectus, including the risks of investing
in our Common Stock discussed under the heading “Risk Factors”
contained in this prospectus, any applicable prospectus supplement
and any related free writing prospectus and under similar headings
in the other documents that are incorporated by reference into
this prospectus. You should also carefully read the
information incorporated by reference into this prospectus,
including our financial statements, and the exhibits to the
registration statement of which this prospectus forms a part.
Unless otherwise mentioned or unless the context requires
otherwise, all references in this prospectus to “NeuBase,” the
“Company,” “we,” “us,” “our” or similar references mean NeuBase
Therapeutics, Inc. and its subsidiaries.
NeuBase Therapeutics, Inc.
We are a biotechnology company working towards accelerating the
genetic revolution by developing a new class of synthetic
medicines. Our modular peptide-nucleic acid antisense oligo
(“PATrOL™”) platform which outputs “anti-gene” candidate therapies
is designed to combine the specificity of genetic sequence-based
target recognition with a modularity that enables use of various
in vivo delivery technologies to enable broad and also
selective tissue distribution capabilities. Given that every human
disease may have a genetic component, we believe that our
differentiated platform technology has the potential for broad
impact by increasing, decreasing or changing gene function at
either the DNA or RNA levels to resolve the progression to disease,
as appropriate, in a particular indication. We plan to use our
platform to address diseases driven by genetic variation and
mutation, and we are initially focused on myotonic dystrophy type 1
(“DM1”), Huntington’s disease (“HD”), and oncology
applications.
Globally, there are thousands of genetic diseases, most of which
lack any therapeutic options. In addition, rare genetic diseases
are often particularly severe, debilitating or fatal.
Traditionally, therapeutic development for each rare genetic
disorder has been approached with a unique strategy, which is
inefficient, as there are thousands of diseases that need treatment
solutions. The collective population of people with rare diseases
stands to benefit profoundly from the emergence of a scalable and
modular treatment development platform that allows for a more
efficient discovery and delivery of drug product candidates to
address these conditions cohesively.
Mutated proteins resulting from errors in deoxyribonucleic acid
(“DNA”) sequences cause many rare genetic diseases and cancer. DNA
in each cell of the body is transcribed into pre-RNA, which is then
processed (spliced) into mRNA which is exported into the cytoplasm
of the cell and translated into protein. This is termed the
“central dogma” of biology. Therefore, when errors in a DNA
sequence occur, they are propagated to RNAs and can become a
damaging protein.
The field has learned that antisense oligonucleotides (“ASOs”) can
inactivate target RNAs before they can produce harmful proteins by
binding them in a sequence-specific manner, which can delay disease
progression or even eliminate genetic disease symptoms. ASOs
designed by others to target known disease-related mutant RNA
sequences have been shown to be able to degrade these transcripts
and have a positive clinical impact. Similarly, applications in
modifying splicing of pre-RNA in the nucleus of the cell have been
developed by others to exclude damaging exons from the final mRNA
product and have been approved by the Food and Drug Administration
(“FDA”). We plan to extend upon these conceptual breakthroughs by
utilizing our first-in-class technology which produces
investigational therapies which are similar in structure to ASOs in
that they are comprised of a backbone onto which are tethered
nucleobases that engage a genetic sequence of interest using
complementary base-pairing, but which we believe have significant
benefits in certain application areas to better resolve clinical
disorders.
We are developing “anti-gene” therapies. Anti-genes are similar to,
but distinct from, antisense oligonucleotides (ASOs). ASOs are
short single strands of nucleic acids (traditionally thought of as
single-stranded DNA molecules) which bind to defective RNA targets
in cells and inhibit their ability to form defective proteins. We
believe we are a leader in the discovery and development of
anti-gene therapies, a new class of investigational therapies
derived from peptide-nucleic acids (“PNAs”). The key differentiator
between ASOs and anti-genes is that the scaffold is not derived
from a natural sugar-phosphate nucleic acid backbone, rather is a
synthetic polyamide which is charge-neutral and characterized by
high binding affinity to a nucleic acid target, high sequence
specificity, high stability, and is relatively immunologically
inert. These features provide potential advantages over ASOs and
other genetic therapies for modulating disease-causing genes
including increased unique disease target opportunities, improved
target specificity and a reduction in both sequence-dependent and
independent toxicities. In addition, as these anti-genes are
manufactured via standard peptide synthesis methods, they
efficiently leverage the advancements in the synthetic peptide
industry to enable modulation of pharmacophore delivery,
pharmacokinetics, sub-cellular placement and endosomal escape.
In addition to the scaffold, we have a kit of natural nucleobases,
chemically modified nucleobases which add further precision to a
nucleic acid target of interest, and proprietary bi-specific
nucleobases (“janus” nucleobases) which can be added to the
scaffold to enable more precise target engagement. These
bi-specific nucleobases, in particular, have been shown to enable
accessing double stranded RNA targets comprised of secondary
structures such as hairpins (double stranded RNA targets which are
folded upon themselves). This allows us to potentially access
regions of the target transcript which may be unique in secondary
structure to allow enhanced selectivity for the target (mutant) RNA
as compared to the normal RNA. Enhanced selectivity for mutant RNAs
as compared to normal RNAs is often important as normal RNAs are
often required for effective functioning of the cell.
A third component of the modular platform is the ability to add
delivery technology to the anti-gene pharmacophores so as to reach
a desired cell or tissue upon in vivo administration. There
is flexibility to append various delivery technologies to the
pharmacophore to allow either broad tissue distribution or narrow
cell and/or tissue targeting if so desired based on targets. One
such technology is a chemical moiety that can be used to decorate
the scaffold directly and allows the anti-genes to penetrate cell
membranes and into subcellular compartments where they act as well
as to distribute throughout the body when administered
systemically.
Finally, in addition to the anti-gene scaffold, modified
nucleobases and delivery technology, the platform toolkit also
includes linker technology which, when added to both ends of the
anti-genes, has been shown in early pre-clinical studies to allow
cooperative binding between individual drug molecules once they are
engaged with the nucleic acid target to form longer and more
tightly bound drugs.
This toolkit of components forms the PATrOL™ platform and allows us
to manufacture gene and transcript-specific anti-genes.
We are currently focused on therapeutic areas in which we believe
our drugs will provide the greatest benefit with a significant
market opportunity. We intend to utilize our technology to build a
pipeline of custom designed therapeutics for additional high-value
disease targets. We are developing several preclinical programs
using our PATrOL™ platform, including the NT0100 program, targeted
at Huntington’s disease, a repeat expansion disorder, the NT0200
program, targeted at myotonic dystrophy, type 1, a second repeat
expansion disorder, and a program targeting KRAS G12D and
G12V mutations. Preclinical studies are being conducted to evaluate
the PATrOL™ platform technology and program candidates in the areas
of pharmacokinetics, pharmacodynamics and tolerability, and we
reported results from certain of those studies in the first
calendar quarter of 2020 and have extended upon certain of those
studies in the fourth calendar quarter of 2020 which illustrated
that our anti-gene technology can be administered to human
patient-derived cell lines and systemically (via intravenous
(IV) administration) into animals with DM1 (a genetically
modified model accepted as representative of the human disease in
skeletal muscle) and can address the causal genetic defect. We also
presented additional results from ongoing preclinical studies
evaluating the PATrOLTM platform and pipeline
indications at an R&D day in June 2021. In addition, we
believe that the emerging pipeline of other investigational
therapies that target primary and secondary RNA structure and
genomic DNA potentially allows a unique market advantage across a
variety of rare diseases and oncology targets.
Overall, using our PATrOL™ platform, we believe we can create
anti-gene therapies that may have distinct advantages over other
chemical entities currently in the market or in development for
genetic medicine applications to modulate mutant genes and improve
a clinical trait or disorder. These potential advantages may differ
by indication and can include, among others:
|
· |
increased unique target
opportunities, improved target specificity and a reduction in both
sequence-dependent and independent toxicities by virtue of a
synthetic polyamide scaffold which is charge-neutral and
characterized by high binding affinity to a nucleic acid target,
high sequence specificity, high stability, and is relatively
immunologically inert; |
|
· |
potential long durability by nature
of the relatively highly stable polyamide scaffold; |
|
· |
our anti-genes are manufactured via
standard peptide synthesis methods and thus they efficiently
leverage advances in the synthetic peptide industry to enable
facile addition of known moieties enabling modulating pharmacophore
delivery, pharmacokinetics, sub-cellular placement and endosomal
escape; and |
|
· |
our anti-genes may be able to
target double stranded structures in RNA, which may allow unique
target opportunities that standard ASOs cannot access. |
With these unique component parts and their advantages, we believe
our PATrOL™ platform-enabled anti-gene therapies can potentially
address a multitude of rare genetic diseases and cancer, among
other indications.
We employ a rational approach to selecting disease targets,
considering many scientific, technical, business and
indication-specific factors before choosing each indication. We
intend to build a diverse portfolio of therapies to treat a variety
of health conditions, with an initial emphasis on rare genetic
diseases and cancers. A key component of this strategy is
continuing to improve the scientific understanding and optimization
of our platform technology and programs, including how various
components of our platform technology perform, and how our
investigational therapies impact the biological processes of the
target diseases, so that we can utilize this information to reduce
risk in our future programs and indications. In addition, with our
expertise in discovering and characterizing novel anti-gene
investigational therapies, we believe that our scientists can
optimize the properties of our PATrOL™-enabled drug candidates for
use with particular targets that we determine to be of high
value.
We believe the depth of our knowledge and expertise with PNAs,
engineered nucleotides, genetics and genomics and therapeutic
development of first-in-class modalities provides potential
flexibility to determine the optimal development and
commercialization strategy to maximize the near and longer-term
value of our therapeutic programs.
We plan to employ distinct partnering strategies based on the
specific drug candidate, therapeutic area expertise and resources
potential partners may bring to a collaboration. For some drug
candidates, we may choose to develop and, if approved,
commercialize them ourselves or through our affiliates. For other
drug candidates, we may form single or multi-asset partnerships
leveraging our partners’ global expertise and resources needed to
support large commercial opportunities.
We believe the breadth of the PATrOL™ platform gives us the ability
to potentially address a multitude of inherited genetic diseases.
The technology may allow us to target and inactivate
gain-of-function and change-of-function mutations, and address
targets in recessive disease and haploinsufficiencies by altering
splicing to remove damaging exons/mutations or increasing
expression of wild-type alleles by various means.
Modified scaffolds, optimized versions of traditional PNA scaffolds
which we utilize, have demonstrated preclinical in
vivo efficacy in several applications which we believe can
be translated across many targets and into humans. For example, in
oncology such scaffolds have reduced expression of an activated
oncogene (the epidermal growth factor receptor of the EGFR gene)
and have modified gene regulation by targeting microRNA to slow
tumor growth. Such scaffolds have also demonstrated in
vivo engagement with the double-stranded genome in studies
done by others to perform in vivo single-base
genome editing.
Product Pipeline
NT0100 Program - PATrOL™ Enabled Anti-Gene for Huntington’s
Disease
HD is a devastating rare neurodegenerative disorder. After onset,
symptoms such as uncontrolled movements, cognitive impairments and
emotional disturbances worsen over time. HD is caused by toxic
aggregation of mutant huntingtin protein, leading to progressive
neuron loss in the striatum and cortex of the brain. The wild-type
huntingtin gene (HTT) has a region in which a three-base DNA
sequence, CAG, is repeated many times. When the DNA sequence CAG is
repeated 26 or fewer times in this region, the resulting protein
behaves normally. While the normal or wild-type function of HTT
protein is largely uncharacterized, it is known to be essential for
normal brain development. When the DNA sequence CAG is repeated 40
times or more in this region, the resulting protein becomes toxic
and causes HD. Every person has two copies, or alleles, of
the HTT gene. Only one of the alleles (the
“mutant” allele) needs to bear at least 40 CAG repeats for HD to
occur. HD is one of many known repeat expansion disorders, which
are a set of genetic disorders caused by a mutation that leads to a
repeat of nucleotides exceeding the normal threshold. Current
therapies for patients with HD can only manage individual symptoms.
There is no approved therapy that has been shown to delay or halt
disease progression. There are approximately 30,000 symptomatic
patients in the U.S. and more than 200,000 at-risk of inheriting
the disease globally.
One especially important advantage of the PATrOL™ platform that
makes it promising for the treatment of repeat expansion disorders
like HD is the ability of our anti-genes to potentially target the
RNA hairpin. This allows our therapies to potentially inactivate
mutant HTT mRNA before it can be translated into a
harmful protein via selective binding to the expanded CAG repeats
while leaving the normal HTT mRNA largely unbound
to drug and producing functional protein. Achieving mutant allele
selectivity would be a key advantage for any RNA-based approach
aiming to treat HD. In March of 2020, we illustrated the
ability of our anti-gene technology to enrich for translational
inhibition and resultant reduction of mutant protein formation in
human patient-derived cell lines versus wild-type protein
production, and that our anti-genes can inhibit ribosomal
elongation via high-affinity binding to a target RNA. In June 2021,
we presented new data demonstrating selective reduction of mutant
huntingtin protein in the brain after subcutaneous dosing in the
zQ175 Huntington’s disease mouse model.
The PATrOL™-enabled NT0100 program is currently in preclinical
development for the treatment of HD. We expect to initiate scale up
and toxicology activities in calendar year 2022, with a target IND
filing in calendar year 2023.
NT0200 Program - PATrOL™ Enabled Anti-Gene for Myotonic
Dystrophy Type 1
Our pipeline also contains a second potentially transformative
medicine, which we believe has significant potential for Myotonic
dystrophy, type 1, a severe dominantly inherited genetic disease.
DM1 is characterized clinically by myotonia (an inability to relax
a muscle after contraction), muscle weakness and wasting, cardiac
conduction defects and cognitive deficits. DM1 is caused by an
expansion of a CUG trinucleotide repeat in the 3’ untranslated
region (“UTR”), a noncoding region of the myotonic dystrophy
protein kinase gene (DMPK) transcript. Diagnosis is
confirmed by molecular genetic testing of the length of a
trinucleotide repeat expansion. Repeat length exceeding 34 repeats
is abnormal and often patients have hundreds or thousands of repeat
units. Molecular genetic testing detects pathogenic variants in
nearly 100% of affected individuals. It is estimated that the
global prevalence of DM1 is approximately 1 in 20,000
individuals.
The trinucleotide repeat expansion in the transcript causes disease
by forming an aberrant hairpin structure in the nucleus of patient
cells that captures and sequesters proteins that have critical
functions in the nucleus related to appropriate splicing of
hundreds of transcripts. These sequestered proteins cannot then
fulfill their normal functions. In addition, it has been documented
that sequestration of the mutant DMPK transcripts in the
nucleus results in their inability to be translated and potentially
results in haploinsufficiency, a situation where 50% of the protein
in not enough to maintain normal function. Mice with both copies of
their Dmpk gene knocked out manifest a cardiac conduction
defect (Berul CI, Maguire CT, Aronovitz MJ, Greenwood J, Miller C,
Gehrmann J, Housman D, Mendelsohn ME, Reddy S. Dpmk dosage
alterations result in atrioventricular conduction abnormalities in
a mouse myotonic dystrophy model. J Clin Invest. 1999
Feb;103(4):R1-7. doi: 10.1172/JCI5346. PMID: 10021468; PMCID:
PMC408103.) and a CNS phenotype characterized by abnormal long-term
potentiation (Schulz PE, McIntosh AD, Kasten MR, Wieringa B,
Epstein HF. A role for myotonic dystrophy protein kinase in
synaptic plasticity. J Neurophysiol. 2003 Mar;89(3):1177-86. doi:
10.1152/jn.00504.2002. Epub 2002 Nov 13. PMID: 12612014.)
hypothesized to be due to inappropriate cytoskeletal remodeling. We
propose that our mechanism of action is via direct engagement of
our anti-gene with the expanded CUG repeat hairpin structure in the
3’ UTR of the mutant transcript, invasion and opening of the
hairpin structure, and release of the sequestered CUG-repeat
binding proteins. This release of sequestered proteins which are
normally involved in developmentally appropriate pre-mRNA splicing
in the nucleus resolves the generalized splice defect and thus the
major causal event. Our DM1 anti-gene is designed to not
specifically degrade the mutant transcript, rather to release these
RNA-protein aggregates through steric displacement, which could
also resolve any potential haploinsufficiency and as a result may
improve endophenotypes of the clinical condition, such as in the
heart and brain (contingent on delivering effective concentrations
of anti-gene to these tissues). Our recent data illustrates that we
are able to systemically deliver our anti-genes in a DM1 genetic
mouse model, engage the target in the skeletal muscles of the
animals, and induce molecular rescue of the causal splice defects,
and functional rescue of the phenotype.
The PATrOL™-enabled NT0200 program is currently in preclinical
development for the treatment of DM1. We expect to initiate scale
up and toxicology activities beginning in the middle of calendar
year 2021, with an IND filing planned during calendar year
2022.
Additional Indications
On June 8, 2021, we unveiled a program targeting two
KRAS oncogenic driver mutations, G12D and G12V, and
presented in vitro and in vivo data from the new
program. In addition, we are in the process of building an early
stage pipeline of other therapies that focus on the unique
advantages of our technology across a variety of diseases with an
underlying genetic driver.
Asset Purchase Agreement
On January 27, 2021, we entered into an Asset Purchase
Agreement by and among us, NeuBase Corporation, our wholly owned
subsidiary, and Vera Therapeutics, Inc. (the “Selling
Stockholder”) as amended by the Amendment to Asset Purchase
Agreement, dated as of April 20, 2021, by and between us and
the Selling Stockholder (collectively, the “APA”). Pursuant to the
terms of the APA, we acquired infrastructure, materials, and
intellectual property for peptide-nucleic acid (PNA) scaffolds from
the Selling
Stockholder for total consideration of approximately $0.8 million in cash and
308,635 shares of common stock (of which 146,375 were issued to the
Selling Stockholder and 162,260 are being held in escrow for the
benefit of the Selling Stockholder and released to the Selling
Stockholder in accordance with the terms of an escrow agreement
between NeuBase Corporation and the Selling Stockholder).
The transaction closed on April 26, 2021, and we issued the
Shares to the Selling Stockholder on that date.
In connection with the issuance and sale of the Shares, we granted
certain registration rights with respect to the Shares, pursuant to
the APA. As required by the APA, we agreed to, among other things,
(i) file a registration statement under the Securities Act
with the SEC to cover the resale of the Shares by the Selling
Stockholder, (ii) use commercially reasonable efforts to cause
such registration statement to become effective as soon as
practicable after the filing thereof and (iii) keep such
registration statement continuously effective in accordance with
the terms of the APA. The registration statement of which this
prospectus is a part relates to the resale of the Shares.
Additional Information
For a
complete description of our business, financial condition, results
of operations and other important information, we refer you to our
filings with the SEC that are incorporated by reference in this
prospectus, including our Annual Report on Form 10-K for the
year ended September 30, 2020 and our Quarterly Report
on Form 10-Q for the quarter ended March 31, 2021. For
instructions on how to find copies of these documents, see the
section entitled “Where You Can Find More Information.”
We were incorporated under the laws of the State of Delaware on
August 4, 2009, as successor to BBM Holdings, Inc.
(formerly known as Prime Resource, Inc., which was organized
March 29, 2002 as a Utah corporation) pursuant to a
reincorporation merger. On August 4, 2009, we reincorporated
in Delaware as “Ohr Pharmaceutical, Inc.” On July 12,
2019, we completed a reverse merger transaction (the “Merger”) with
NeuBase Corporation (formerly known as NeuBase
Therapeutics, Inc.), a Delaware corporation, and, upon
completion of the Merger, we changed our name to “NeuBase
Therapeutics, Inc.” Shares of our Common Stock commenced
trading on the Nasdaq Capital Market under the ticker symbol “NBSE”
as of market open on July 15, 2019. Our principal executive
offices are located at 350 Technology Drive, Pittsburgh, PA 15219,
and our telephone number is (646) 450-1790. Our website is located
at www.neubasetherapeutics.com. Any information contained
on, or that can be accessed through, our website is not
incorporated by reference into, nor is it in any way part of, this
prospectus and should not be relied upon in connection with making
any decision with respect to an investment in our securities. We
are required to file annual, quarterly and current reports, proxy
statements and other information with the SEC. You may obtain any
of the documents filed by us with the SEC at no cost from the SEC’s
website at www.sec.gov.
RISK FACTORS
Investing
in shares of our Common Stock involves a high degree of risk.
Before making an investment decision, you should carefully consider
the risks described below and under “Risk Factors” in any
applicable prospectus supplement and in our most recent Annual
Report on Form 10-K and our Quarterly Reports on
Form 10-Q, as
well as any amendments thereto, together with all of the
other information appearing in or incorporated by reference into
this prospectus and any applicable prospectus supplement, before
deciding whether to purchase any of the shares of Common Stock
being offered. Our business, financial condition or results of
operations could be materially adversely affected by any of these
risks. The trading price of our Common Stock could decline due to
any of these risks, and you may lose all or part of your
investment.
DISCLOSURE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference into
this prospectus may contain forward-looking statements within the
meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), about the Company and its subsidiaries. These
forward-looking statements are intended to be covered by the safe
harbor for forward-looking statements provided by the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements are not statements of historical fact, and can be
identified by the use of forward-looking terminology such as
“believes,” “expects,” “may,” “will,” “could,” “should,”
“projects,” “plans,” “goal,” “targets,” “potential,” “estimates,”
“pro forma,” “seeks,” “intends” or “anticipates” or the negative
thereof or comparable terminology. Forward-looking statements
include discussions of strategy, financial projections, guidance
and estimates (including their underlying assumptions), statements
regarding plans, objectives, expectations or consequences of
various transactions, and statements about the future performance,
operations, products and services of the Company and its
subsidiaries. We caution our stockholders and other readers not to
place undue reliance on such statements.
You
should read this prospectus and the documents incorporated by
reference into this prospectus completely and with the
understanding that our actual future results may be materially
different from what we currently expect. Our business and
operations are and will be subject to a variety of risks,
uncertainties and other factors. Consequently, actual results and
experience may materially differ from those contained in any
forward-looking statements. Such risks, uncertainties and other
factors that could cause actual results and experience to differ
from those projected include, but are not limited to, the risk
factors set forth in Part I – Item 1A, “Risk
Factors,” in our Annual Report on Form 10-K for the year ended
September 30, 2020, as filed with the SEC on December 23,
2020, the risk factors set forth in Part II – Item 1A “Risk
Factors,” in our Quarterly Report on Form 10-Q for the quarter
ended March 31, 2021, as filed with the SEC on May 14,
2021, and elsewhere in the documents incorporated by reference into
this prospectus.
You
should assume that the information appearing in this prospectus,
any applicable prospectus supplement, any related free writing
prospectus and any document incorporated herein by reference
is accurate as of its date only. Because the risk factors referred
to above could cause actual results or outcomes to differ
materially from those expressed in any forward-looking statements
made by us or on our behalf, you should not place undue reliance on
any forward-looking statements. Further, any forward-looking
statement speaks only as of the date on which it is made. New
factors emerge from time to time, and it is not possible for
us to predict which factors will arise. In addition, we cannot
assess the impact of each factor 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. All written or oral forward-looking
statements attributable to us or any person acting on our behalf
made after the date of this prospectus are expressly qualified in
their entirety by the risk factors and cautionary statements
contained in and incorporated by reference into this prospectus.
Unless legally required, we do not undertake any obligation to
release publicly any revisions to such forward-looking statements
to reflect events or circumstances after the date of this
prospectus or to reflect the occurrence of unanticipated
events.
USE OF PROCEEDS
We are filing the registration statement of which this prospectus
forms a part to permit the Selling Stockholder to resell the
Shares. We will not receive any proceeds from the sale of the
Shares by the Selling Stockholder.
The Selling Stockholder will pay any underwriting discounts,
selling commissions and stock transfer taxes and any similar
expenses attributable to the sale of the Shares (except as
otherwise set forth in the APA). We will bear all other costs, fees
and expenses incurred in effecting the registration of the Shares
covered by this prospectus. These may include, without limitation,
all registration and filing and listing fees, printing fees, fees
and disbursements of our counsel, blue sky fees and expenses, and
expenses of our independent accountants in connection with any
regular or special reviews or audits incident to or required by any
registration.
SELLING STOCKHOLDER
The shares of Common Stock being offered by the Selling Stockholder
are those held by the Selling Stockholder. For additional
information regarding the issuances of those shares of Common
Stock, see the section entitled “Summary—Asset Purchase Agreement”
above. We are registering the Shares in order to permit the Selling
Stockholder to offer the Shares for resale from time to time.
Except for the transactions contemplated by the APA and the
ownership of Shares, the Selling Stockholder has not had any
material relationship with us within the past three years.
The table below describes the Selling Stockholder and information
regarding the beneficial ownership of our Common Stock held, as of
June 22, 2021, by the Selling Stockholder, the number of
Shares being offered hereby, and information with respect to the
shares of Common Stock to be beneficially owned by the Selling
Stockholder after completion of this offering. The fourth column
assumes the sale of all of the Shares offered by the Selling
Stockholder pursuant to this prospectus. The percentages in the
following table reflect the shares of Common Stock beneficially
owned by the Selling Stockholder as a percentage of the total
number of shares of Common Stock outstanding as of June 22,
2021. As of June 22, 2021, 32,716,827 shares of Common Stock
were outstanding.
In accordance with the terms of the APA, this prospectus generally
covers the resale of the maximum number of Shares as of the trading
day immediately preceding the applicable date of determination and
all subject to adjustment as provided in the APA.
The Selling Stockholder may sell all, some or none of its Shares in
this offering. See the section entitled “Plan of Distribution.”
The percentages of shares beneficially owned prior to and after the
offering are based on 32,716,827 shares of our Common Stock
outstanding as of June 22, 2021, including shares of Common
Stock covered hereby.
|
|
Shares
Beneficially Owned
Prior to the Offering(1) |
|
|
Maximum
Number of
Shares of
Common Stock
to be Offered
Pursuant to this |
|
|
Shares Beneficially Owned
After the Offering(1)(2) |
|
Name |
|
Number |
|
|
Percentage |
|
|
Prospectus |
|
|
Number |
|
|
Percentage |
|
Vera Therapeutics, Inc. |
|
|
308,635 |
(3) |
|
|
0.9 |
% |
|
|
308,635 |
|
|
|
0 |
|
|
|
0 |
% |
|
(1) |
Beneficial ownership is determined
in accordance with Rule 13d-3 under the Exchange Act. In
computing the number of shares beneficially owned by a person and
the percentage ownership of that person, shares of Common Stock
subject to warrants, options and other convertible securities held
by that person that are currently exercisable or exercisable within
60 days of June 22, 2021 are deemed outstanding. Shares
subject to warrants, options and other convertible securities,
however, are not deemed outstanding for the purpose of computing
the percentage ownership of any other person. |
|
(2) |
Assumes
that the Selling Stockholder disposes of all of the Shares covered
by this prospectus and does not acquire beneficial ownership of any
additional shares. The registration of these Shares does not
necessarily mean that the Selling Stockholder will sell all or any
portion of the shares covered by this prospectus. |
|
(3) |
Represents (i) 146,375 shares
of Common Stock issued to the Selling Stockholder upon the closing
of the transactions contemplated by the APA (the “Closing”),
(ii) 54,070 shares of Common Stock issued to an escrow agent
for the benefit of the Selling Stockholder upon the Closing, which
shares are to be released 90 days following the Closing date, and
(iii) 108,190 shares of Common Stock issued to an escrow agent
for the benefit of the Selling Stockholder upon the Closing, which
shares serve as collateral for the indemnification obligations of
the Selling Stockholder under the APA and are to be released 18
months following the Closing date in accordance with the terms of
an escrow agreement. Pursuant to the terms of the APA, the Selling
Stockholder, for so long as it holds any of the outstanding shares
of Common Stock it shall not, directly or indirectly,
(a) sell, transfer or otherwise dispose of any such shares if
(i) such sale, transfer or other disposition would exceed five
percent of the average daily trading volume of Common Stock, as
reported on The Nasdaq Stock Market LLC (“Nasdaq”), for the five
consecutive trading days ending on the trading day immediately
preceding such sale, transfer or other disposition, or
(ii) the price at which such shares are sold, transferred or
otherwise disposed of is less than the greater of (A) $8.50
per share and (B) the volume weighted average closing price
per share of Common Stock, as reported on Nasdaq, for the five
consecutive trading days ending on the trading day immediately
preceding such sale, transfer or other disposition, (b) enter
into any swap, hedge, or other agreement or arrangement that
transfers to another, in whole or in part, any of the economic
consequences of ownership of any Common Stock, whether any such
transaction is to be settled by delivery of Common Stock or other
securities, in cash or otherwise; (c) engage in any
short-selling of Common Stock. |
Indemnification
Under the APA, we have agreed to indemnify the Selling Stockholder,
its affiliates and permitted transferees against certain losses,
claims, damages, liabilities, settlement costs and expenses,
including certain liabilities under the Securities Act and the
Exchange Act.
PLAN OF DISTRIBUTION
We are registering the Shares to permit the resale of these shares
of Common Stock by the holders of the Shares from time to time
after the date of this prospectus, subject to certain trading
restrictions set forth in the APA. We will not receive any of the
proceeds from the sale by the Selling Stockholder of the shares of
Common Stock. We will bear all fees and expenses incident to our
obligation to register the shares of Common Stock.
The Selling Stockholder may sell all or a portion of the shares of
Common Stock beneficially owned by it and offered hereby from time
to time, subject to certain trading restrictions set forth in the
APA, directly or through one or more underwriters, broker-dealers
or agents. If the shares of Common Stock are sold through
underwriters or broker-dealers, the Selling Stockholder will be
responsible for underwriting fees, discounts or commissions or
agent’s commissions. The shares of Common Stock may be sold in one
or more transactions at fixed prices, at prevailing market prices
at the time of the sale, at varying prices determined at the time
of sale, or at negotiated prices, in each case subject to certain
trading restrictions set forth in the APA. The Selling Stockholder
will act independently of us in making decisions with respect to
the timing, manner and size of each sale. Except as otherwise
prohibited under the APA, these sales may be effected in
transactions, which may involve cross or block transactions:
|
· |
on any national securities exchange
or quotation service on which the securities may be listed or
quoted at the time of sale; |
|
· |
in the over-the-counter
market; |
|
· |
in transactions otherwise than on
these exchanges or systems or in the over-the-counter market; |
|
· |
through the writing of options,
whether such options are listed on an options exchange or
otherwise; |
|
· |
in ordinary brokerage transactions
and transactions in which the broker-dealer solicits
purchasers; |
|
· |
in block trades in which the
broker-dealer will attempt to sell the Shares as agent but may
position and resell a portion of the block as principal to
facilitate the transaction; |
|
· |
through purchases by a
broker-dealer as principal and resale by the broker-dealer for its
account; |
|
· |
in an exchange distribution in
accordance with the rules of the applicable exchange; |
|
· |
in privately negotiated
transactions; |
|
· |
through the distribution of the
Common Stock by the Selling Stockholder to its partners, members or
stockholders; |
|
· |
through one or more underwritten
offerings on a firm commitment or best efforts basis; |
|
· |
whereby broker-dealers may agree
with the Selling Stockholder to sell a specified number of such
shares at a stipulated price per share; |
|
· |
in a combination of any such
methods of sale; and |
|
· |
in any other method permitted
pursuant to applicable law. |
In addition, any shares
covered by this prospectus that qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under
Rule 144 rather than under this prospectus.
If the Selling Stockholder effects such transactions by selling
shares of Common Stock to or through underwriters, broker-dealers
or agents, such underwriters, broker-dealers or agents may receive
commissions in the form of discounts, concessions or commissions
from the Selling Stockholder or commissions from purchasers of the
shares of Common Stock for whom they may act as agent or to whom
they may sell as principal (which discounts, concessions or
commissions as to particular underwriters, broker-dealers or agents
may be in excess of those customary in the types of transactions
involved). In connection with sales of the shares of Common Stock
or otherwise, the Selling Stockholder, pursuant to the terms of the
APA, may not (i) enter into hedging transactions with
broker-dealers, (ii) engage in short sales of the shares of
Common Stock, (iii) sell shares of Common Stock short or
deliver shares of Common Stock covered by this prospectus to close
out short positions, or (iv) return borrowed shares in
connection with any short sales. The Selling Stockholder may loan
or pledge shares of Common Stock to broker-dealers that in turn may
sell such shares, subject to any restrictions that are otherwise
applicable to the Selling Stockholder pursuant to the APA.
The Selling Stockholder may pledge or grant a security interest in
some or all of the shares of Common Stock owned by it and, if it
defaults in the performance of its secured obligations, the
pledgees or secured parties may offer and sell the shares of Common
Stock from time to time pursuant to this prospectus or any
amendment to this prospectus under Rule 424(b)(3) or
other applicable provision of the Securities Act amending, if
necessary, the Selling Stockholder list to include the pledgee,
transferee or other successors in interest as a Selling Stockholder
under this prospectus. The Selling Stockholder also may transfer
and donate the shares of Common Stock in other circumstances in
which case the transferees, donees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this
prospectus.
The Selling Stockholder and any broker-dealer participating in the
distribution of the shares of Common Stock may be deemed to be
“underwriters” within the meaning of the Securities Act, and any
commission paid, or any discounts or concessions allowed to, any
such broker-dealer may be deemed to be underwriting commissions or
discounts under the Securities Act. At the time a particular
offering of the shares of Common Stock is made, a prospectus
supplement, if required, will be distributed which will set forth
the aggregate amount of shares of Common Stock being offered and
the terms of the offering, including the name or names of any
broker-dealers or agents, any discounts, commissions and other
terms constituting compensation from the Selling Stockholder and
any discounts, commissions or concessions allowed or reallowed or
paid to broker-dealers. The Selling Stockholder may indemnify any
broker-dealer that participates in transactions involving the sale
of the shares of Common Stock against certain liabilities,
including liabilities arising under the Securities Act.
Under the securities laws of some states, the shares of Common
Stock may be sold in such states only through registered or
licensed brokers or dealers. In addition, in some states the shares
of Common Stock may not be sold unless such shares have been
registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with.
The aggregate proceeds to the Selling Stockholder from the sale of
the Common Stock offered will be the purchase price of the Common
Stock less discounts or commissions, if any. The Selling
Stockholder reserves the right to accept and, together with its
agents from time to time, to reject, in whole or in part, any
proposed purchase of Common Stock to be made directly or through
agents. There can be no assurance that the Selling Stockholder will
sell any or all of the shares of Common Stock registered pursuant
to the registration statement of which this prospectus forms a
part.
The Selling Stockholder and any other person participating in such
distribution will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder,
including, without limitation, Regulation M of the Exchange Act,
which may limit the timing of purchases and sales of any of the
shares of Common Stock by the Selling Stockholder and any other
participating person. Regulation M may also restrict the ability of
any person engaged in the distribution of the shares of Common
Stock to engage in market-making activities with respect to the
shares of Common Stock. All of the foregoing may affect the
marketability of the shares of Common Stock and the ability of any
person or entity to engage in market-making activities with respect
to the shares of Common Stock.
We will pay all expenses of the registration of the shares of
Common Stock pursuant to the APA, estimated to be approximately
$90,169 in total, including, without limitation, SEC filing fees
and expenses of compliance with state securities or “Blue Sky”
laws; provided, however, that a Selling Stockholder will pay all
underwriting fees, discounts or commissions attributable to the
sale of the Shares or any legal fees and expenses of counsel to the
Selling Stockholder, if any. We will indemnify the Selling
Stockholder against certain liabilities, including certain
liabilities arising under the Securities Act or the Exchange Act.
We may be indemnified by the Selling Stockholder against certain
liabilities, including certain liabilities under the Securities Act
or the Exchange Act, that may arise from any written information
furnished to us by the Selling Stockholder specifically for use in
this prospectus.
We have agreed with the Selling Stockholder to cause the
registration statement of which this prospectus constitutes a part
to remain effective until such time as all of the shares covered by
this prospectus have been sold or may be sold freely without
limitations or restrictions as to volume or manner of sale pursuant
to Rule 144 under the Securities Act. Once sold under the
registration statement, of which this prospectus forms a part, the
shares of Common Stock will be freely tradable, subject to the
trading restrictions set forth in the APA, in the hands of persons
other than our affiliates.
DESCRIPTION OF CAPITAL
STOCK
The
following description of our capital stock is not complete and may
not contain all the information you should consider before
investing in our capital stock. This description is
summarized from, and qualified in its entirety by reference to, our
Amended and Restated Certificate of Incorporation, as amended (our
“Certificate of Incorporation”), which has been publicly filed with
the SEC. See the section entitled “Where You Can Find More
Information.”
We are currently authorized to issue an aggregate of:
|
· |
250,000,000 shares of common stock,
$0.0001 par value (“Common Stock”); and |
|
· |
10,000,000 shares of preferred
stock, $0.0001 par value (“Preferred Stock”). |
Common Stock
As of
June 22, 2021, there were 32,716,827 shares of Common Stock
outstanding. Holders of our Common Stock are entitled to one vote
per share for the election of directors and on all other matters
that require stockholder approval. Holders of Common Stock do not
have any cumulative voting rights. Subject to any
preferential rights of any outstanding Preferred Stock, in the
event of our liquidation, dissolution or winding up, holders of
Common Stock are entitled to share ratably in the assets remaining
after payment of liabilities and the liquidation preferences of any
outstanding Preferred Stock. Our Common Stock does not carry any
redemption rights or any preemptive or preferential rights enabling
a holder to subscribe for, or receive shares of, any class of our
Common Stock or any other securities convertible into shares of any
class of our Common Stock.
Dividends
We
have never paid cash dividends on our Common Stock. Moreover, we do
not anticipate paying periodic cash dividends on Common Stock for
the foreseeable future. Any future determination about the
payment of dividends will be made at the discretion of our board of
directors and will depend upon its earnings, if any, capital
requirements, operating and financial conditions and on such other
factors as our board of directors deems relevant.
Preferred Stock
We currently have no outstanding shares of Preferred Stock. Under
our Certificate of Incorporation, our board of directors has the
authority, without further action by stockholders, to designate one
or more series of Preferred Stock and to fix the voting powers,
designations, preferences, limitations, restrictions and relative
rights granted to or imposed upon the Preferred Stock, including
dividend rights, conversion rights, voting rights, rights and terms
of redemption, liquidation preference and sinking fund terms, any
or all of which may be preferential to or greater than the rights
of our Common Stock.
Our board of directors may authorize the issuance of Preferred
Stock with voting or conversion rights that could adversely affect
the voting power or other rights of the holders of Common Stock.
The issuance of Preferred Stock, while providing flexibility in
connection with possible acquisitions and other corporate purposes,
could, among other things, have the effect of delaying, deferring
or preventing a change in control and may adversely affect the
market price of the Common Stock and the voting and other rights of
the holders of Common Stock.
Our board of directors may specify the following characteristics of
any Preferred Stock:
|
· |
the designation and stated value,
if any, of the class or series of Preferred Stock; |
|
· |
the number of shares of the class
or series of Preferred Stock offered, and the liquidation
preference, if any, per share; |
|
· |
the dividend rate(s),
period(s) or payment date(s) or method(s) of
calculation, if any, applicable to the class or series of Preferred
Stock; |
|
· |
whether dividends, if any, are
cumulative or non-cumulative and, if cumulative, the date from
which dividends on the class or series of Preferred Stock will
accumulate; |
|
· |
the provisions for a sinking fund,
if any, for the class or series of Preferred Stock; |
|
· |
the provision for redemption, if
applicable, of the class or series of Preferred Stock; |
|
· |
the terms and conditions, if
applicable, upon which the class or series of Preferred Stock will
be convertible into Common Stock, including the conversion price or
manner of calculation and conversion period; |
|
· |
voting rights, if any, of the class
or series of Preferred Stock; |
|
· |
the relative ranking and
preferences of the class or series of Preferred Stock as to
dividend rights and rights, if any, upon the liquidation,
dissolution or winding up of our affairs; |
|
· |
any limitations on issuance of any
class or series of Preferred Stock ranking senior to or on a parity
with the class or series of Preferred Stock as to dividend rights
and rights, if any, upon liquidation, dissolution or winding up of
our affairs; and |
|
· |
any other specific terms,
preferences, rights, limitations or restrictions of the class or
series of Preferred Stock. |
Registration Rights
On January 27, 2021, we entered into the APA with NeuBase
Corporation, our wholly owned subsidiary, and Vera
Therapeutics, Inc. Pursuant to the terms of the APA, we
acquired infrastructure, materials and intellectual property for
peptide-nucleic acid (PNA) scaffolds from the Selling Stockholder for total
consideration of approximately $0.8 million in cash and
308,635 shares of common stock (of which 146,375 were to be issued
to the Selling Stockholder and 162,260 will be held in escrow for
the benefit of the Selling Stockholder and released to the Selling
Stockholder in accordance with the terms of an escrow agreement
between NeuBase Corporation and Vera, which agreement was entered
into as of the closing of the transaction). The transaction
closed on April 26, 2021, and we issued the Shares to the
Selling Stockholder (or for the benefit of the Selling Stockholder)
on that date.
In connection with the issuance and sale of the Shares, we granted
certain registration rights with respect to the Shares, pursuant to
the APA. As required by the APA, we agreed to, among other things,
(i) file a registration statement under the Securities Act
with the SEC to cover the resale of the Shares by the Selling
Stockholder, (ii) use commercially reasonable efforts to cause
such registration statement to become effective as soon as
practicable after the filing thereof and (iii) keep such
registration statement continuously effective in accordance with
the terms of the APA. The registration statement of which this
prospectus is a part relates to the resale of the Shares.
As required by the APA, we
are registering 308,635 shares of Common Stock for resale pursuant
to the registration statement of which this prospectus forms a
part.
Anti-Takeover Effects of Provisions of the Company’s Certificate
of Incorporation and Delaware Law
Certain provisions of Delaware law and our Certificate of
Incorporation contain provisions that could make the following
transactions more difficult: acquisition of our company by means of
a tender offer; acquisition of our company by means of a proxy
contest or otherwise; or removal of our incumbent officers and
directors. It is possible that these provisions could make it more
difficult to accomplish or could deter transactions that
stockholders may otherwise consider to be in their best interest or
in our best interests, including transactions that might result in
a premium over the market price for our capital stock.
These provisions, summarized below, are expected to discourage
coercive takeover practices and inadequate takeover bids. These
provisions are also designed to encourage persons seeking to
acquire control of our company to first negotiate with our board of
directors. We believe that the benefits of increased protection of
our potential ability to negotiate with the proponent of an
unfriendly or unsolicited proposal to acquire or restructure our
company outweigh the disadvantages of discouraging these proposals
because negotiation of these proposals could result in an
improvement of their terms.
Delaware Anti-Takeover Statute
We are subject to Section 203 of the Delaware General
Corporation Law, which prohibits persons deemed “interested
stockholders” from engaging in a “business combination” with a
publicly-held Delaware corporation for three years following the
date these persons become interested stockholders unless the
business combination is, or the transaction in which the person
became an interested stockholder was, approved in a prescribed
manner or another prescribed exception applies. Generally, an
“interested stockholder” is a person who, together with affiliates
and associates, owns, or within three years prior to the
determination of interested stockholder status did own, 15% or more
of a corporation’s voting stock. Generally, a “business
combination” includes a merger, asset or stock sale, or other
transaction resulting in a financial benefit to the interested
stockholder. The existence of this provision may have an
anti-takeover effect with respect to transactions not approved in
advance by the board of directors, such as discouraging takeover
attempts that might result in a premium over the market price of
the Common Stock.
Undesignated Preferred Stock
The ability to authorize undesignated Preferred Stock will make it
possible for our board of directors to issue Preferred Stock with
voting or other rights or preferences that could impede the success
of any attempt to change control of the Company. These and other
provisions may have the effect of deterring hostile takeovers or
delaying changes in control or management of our company.
Elimination of Stockholder Action by Written Consent
Our Certificate of Incorporation eliminates the right of
stockholders to act by written consent without a meeting.
Classified Board; Election and Removal of Directors; Filling
Vacancies
Our board of directors are divided into three classes. The
directors in each class serve for a three-year term, one class
being elected each year by our stockholders, with staggered
three-year terms. Only one class of directors will be elected at
each annual meeting of our stockholders, with the other classes
continuing for the remainder of their respective three-year terms.
At all meetings of stockholders for the election of directors, a
plurality of the votes cast is sufficient to elect each director.
Our Certificate of Incorporation provides for the removal of any of
our directors only for cause and requires a stockholder vote by the
holders of at least 66 2/3% of the voting power of the then
outstanding voting stock. Furthermore, any vacancy on our board of
directors, however occurring, including a vacancy resulting from an
increase in the size of the board, may only be filled by a
resolution of the board of directors unless the board of directors
determines that such vacancies shall be filled by the stockholders.
This system of electing and removing directors and filling
vacancies may tend to discourage a third party from making a tender
offer or otherwise attempting to obtain control of our company,
because it generally makes it more difficult for stockholders to
replace a majority of the directors.
Choice of Forum
Our Certificate of Incorporation provides that, unless we consent
in writing to the selection of an alternative forum, the Court of
Chancery of the State of Delaware will be the exclusive forum for:
any derivative action or proceeding brought on our behalf; any
action asserting a claim of breach of fiduciary duty; any action
asserting a claim against us arising pursuant to the Delaware
General Corporation Law, our Certificate of Incorporation or our
Amended and Restated Bylaws; or any action asserting a claim
against us that is governed by the internal affairs doctrine. Such
exclusive forum provision, however, does not apply to suits brought
to enforce any liability or duty created by the Securities Act or
the Exchange Act. Although our Certificate of Incorporation
contains the choice of forum provision described above, it is
possible that a court could find that such a provision is
inapplicable for a particular claim or action or that such
provision is unenforceable.
Amendment of Charter Provisions
The amendment of any of the above provisions in our Certificate of
Incorporation, except for the provision making it possible for our
board of directors to issue undesignated Preferred Stock, would
require approval by a stockholder vote by the holders of at least
66 2/3% of the voting power of the then outstanding voting
stock.
The provisions of the Delaware General Corporation Law and our
Certificate of Incorporation could have the effect of discouraging
others from attempting hostile takeovers and, as a consequence,
they may also inhibit temporary fluctuations in the market price of
the Common Stock that often result from actual or rumored hostile
takeover attempts. These provisions may also have the effect of
preventing changes in our management. It is possible that these
provisions could make it more difficult to accomplish transactions
that stockholders may otherwise deem to be in their best
interests.
Transfer Agent and Registrar
The transfer agent and registrar for our Common Stock is
Standard
Registrar and Transfer Company. The transfer agent and registrar’s
address is 440 East 400 South, Suite 200, Salt Lake City, UT
84111.
Listing
Our Common Stock is listed on the Nasdaq Capital
Market
under the symbol
“NBSE.”
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement,
the validity of the Common Stock offered by this prospectus, and
any supplement thereto, will be passed upon for us by Paul Hastings
LLP, Palo Alto, California.
EXPERTS
The consolidated financial statements of NeuBase as of
September 30, 2020 and 2019, and for each of the two years in
the period ended September 30, 2020 incorporated by reference
in this prospectus have been so incorporated in reliance on the
report of Marcum LLP, an independent registered public accounting
firm, incorporated herein by reference, given on the authority of
said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE
INFORMATION
We
are a reporting company and file annual, quarterly and current
reports, proxy statements and other information with the SEC. We
have filed with the SEC a registration statement on Form S-3
under the Securities Act with respect to the shares of Common Stock being
offered under this prospectus. This prospectus does not
contain all of the information set forth in the registration
statement and the exhibits to the registration statement. For
further information with respect to us and the shares of Common Stock being
offered under this prospectus, we refer you to the registration
statement and the exhibits and schedules filed as a part of the
registration statement. You may read and copy the registration
statement, as well as our reports, proxy statements and other
information. The SEC maintains an Internet site that contains
reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC, including
NeuBase Therapeutics, Inc. The SEC’s Internet site can be
found at www.sec.gov.
DISCLOSURE OF COMMISSION POSITION
ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers, and
persons controlling us pursuant to the provisions described in Item
15 of the registration statement of which this prospectus forms a
part or otherwise, we have been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other
than our payment of expenses incurred or paid by our directors,
officers, or controlling persons in the successful defense of any
action, suit, or proceeding) is asserted by our directors,
officers, or controlling persons in connection with the Common
Stock being registered, we will, unless in the opinion of our
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by us is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of the issue.
IMPORTANT INFORMATION
INCORPORATED BY REFERENCE
The SEC allows us to “incorporate by reference” information into
this prospectus, which means that we can disclose important
information to you by referring you to another document filed
separately with the SEC. The documents incorporated by reference
into this prospectus contain important information that you should
read about us.
The following documents are incorporated by reference into this
prospectus:
|
(a) |
The
Registrant’s Annual Report on Form 10-K for the fiscal year
ended September 30, 2020, filed with the SEC on
December 23, 2020; |
|
|
|
|
(b) |
The
Registrant’s Quarterly Report on Form 10-Q for the quarter
ended December 31, 2020, filed with the SEC on
February 11, 2021; |
|
|
|
|
(c) |
The
Registrant’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2021, filed with the SEC on May 14,
2021; |
|
|
|
|
(d) |
The
Registrant’s Current Reports on Form 8-K filed with the SEC on
(i) October 6,
2020, (ii) December 2,
2020, (iii) December 16,
2020 (other than with respect to information furnished under
Item 7.01 therein); (iv) March 26,
2021; (v)
April 22, 2021; (vi) April 26,
2021; (vii) April 27,
2021; (viii) April 30,
2021; (ix) May 12,
2021; (x) May 20
, 2021; and (xi) May 25,
2021; and |
|
|
|
|
(e) |
The
description of the Registrant’s common stock set forth in
Exhibit 4.5 the Registrant’s Annual Report on Form 10-K
for the year ended September 30, 2019 (File
No. 001-35963), filed with the SEC on January 10, 2020,
including any amendments or reports filed for the purpose of
updating such description. |
We also incorporate by reference any future filings (other than
current reports furnished under Item 2.02 or Item 7.01 of
Form 8-K and exhibits filed on such form that are related to
such items unless such Form 8-K expressly provides to the
contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act, including those made after the
date of the initial filing of the registration statement of which
this prospectus forms a part and prior to effectiveness of such
registration statement, until we file a post-effective amendment
that indicates the termination of the offering of the shares of Common Stock made by
this prospectus and such future filings will become a part of this
prospectus from the respective dates that such documents are filed
with the SEC. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes hereof or of
the related prospectus supplement to the extent that a statement
contained herein or in any other subsequently filed document which
is also incorporated or deemed to be incorporated herein modifies
or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this prospectus.
Documents incorporated by reference are available from us, without
charge. You may obtain documents incorporated by reference in this
prospectus by requesting them in writing or by telephone at the
following address:
NeuBase Therapeutics, Inc.
350 Technology Drive
Pittsburgh, PA 15219
(646) 450-1790
NEUBASE THERAPEUTICS, INC.
308,635 SHARES OF COMMON STOCK
PROSPECTUS
__________ __, 2021
Neither we nor the Selling Stockholder have authorized any dealer,
salesperson or other person to give any information or to make any
representations not contained in this prospectus or any prospectus
supplement. You must not rely on any unauthorized information. This
prospectus is not an offer to sell these securities in any
jurisdiction where an offer or sale is not permitted. The
information in this prospectus is current as of the date of this
prospectus. You should not assume that this prospectus is accurate
as of any other date.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and
Distribution
The following table sets forth all expenses payable by the
Registrant in connection with the sale of the common stock being
registered. The security holders will not bear any portion of such
expenses. All the amounts shown are estimates except for the
registration fee.
SEC registration fee |
|
$ |
169.21 |
|
Legal fees and expenses |
|
|
75,000.00 |
|
Accounting fees and expenses |
|
|
10,000.00 |
|
Printing, transfer agent fees and
miscellaneous expenses |
|
|
5,000.00 |
|
Total |
|
$ |
90,169.21 |
|
Item 15. Indemnification of Directors and
Officers
The Registrant is a Delaware corporation. Reference is made to
Section 102(b)(7) of the General Corporation Law of the
State of Delaware (the “DGCL”), which enables a corporation in its
original certificate of incorporation or an amendment thereto to
eliminate or limit the personal liability of a director for
violations of the director’s fiduciary duty, except (1) for
any breach of the director’s duty of loyalty to the corporation or
its stockholders, (2) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of
law, (3) pursuant to Section 174 of the DGCL (providing
for liability of directors for unlawful payment of dividends or
unlawful stock purchase or redemptions), or (4) for any
transaction from which a director derived an improper personal
benefit.
Reference also is made to Section 145 of the DGCL, which
provides that a corporation may indemnify any persons, including
officers and directors, who are, or are threatened to be made,
parties to any threatened, pending or completed legal action, suit
or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an
officer, director, employee or agent of such corporation or is or
was serving at the request of such corporation as a director,
officer, employee or agent of another corporation or enterprise.
The indemnity may include expenses (including attorney’s fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action,
suit or proceeding, provided such officer, director, employee or
agent acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the corporation’s best interest
and, for criminal proceedings, had no reasonable cause to believe
that his or her conduct was unlawful. A Delaware corporation may
indemnify officers and directors in an action by or in the right of
the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the
officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses that such
officer or director actually and reasonably incurred.
The Registrant’s Amended and Restated Certificate of Incorporation,
as amended (the “Certificate of Incorporation”), eliminates the
personal liability of directors to the fullest extent permitted by
the DGCL and provides that the Registrant (1) shall indemnify
and advance expenses to any person made or threatened to be made a
party to an action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he or
she, or his or her testator or intestate, is or was a director or
officer of the Registrant or any predecessor of the Registrant, or
serves or served at any other enterprise as a director or officer
at the request of the Registrant or any predecessor to the
Registrant and (2) may indemnify and advance expenses to any
person made or threatened to be made a party to an action, suit or
proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he or she, or his or her
testator or intestate, is or was an employee or agent of the
Registrant or any predecessor of the Registrant, or serves or
served at any other enterprise as an employee or agent at the
request of the Registrant or any predecessor to the Registrant.
The Registrant has an insurance policy that insures its directors
and officers, within the limits and subject to the limitations of
the policy, against certain expenses in connection with the defense
of actions, suits or proceedings, and certain liabilities that
might be imposed as a result of such actions, suits or proceedings,
to which they are parties by reason of being or having been
directors or officers.
The Registrant has indemnification agreements with each of its
directors and executive officers that may be broader than the
specific indemnification provisions contained in
the DGCL. These
indemnification agreements require the Registrant, among other
things, to indemnify a director or officer, to the fullest extent
permitted by applicable law, for certain expenses, including
attorneys’ fees, judgments, penalties, fines and settlement amounts
actually and reasonably incurred by them in any action or
proceeding arising out of their services as one of a director or
officer of the Registrant, or any of the Registrant’s subsidiaries
or any other company or enterprise to which the person provides
services at the Registrant’s request, including liability arising
out of negligence or active or passive misconduct by the director
or officer. The Registrant believes that these agreements are
necessary to attract and retain qualified individuals to serve as
directors and executive officers.
Item 16. Exhibits
Exhibit
Number |
|
Description
of Document |
2.1 |
|
Agreement
and Plan of Merger and Reorganization, dated as of January 2,
2019, by and among the Registrant, Ohr Acquisition Corp. and
NeuBase Therapeutics, Inc. (incorporated herein by reference
to Exhibit 2.1 to the Registrant’s Current Report on
Form 8-K, filed on January 3, 2019) |
|
|
2.2 |
|
First
Amendment to the Agreement and Plan of Merger and Reorganization,
dated as of June 27, 2019, by and among the Registrant, Ohr
Acquisition Corp. and NeuBase Therapeutics, Inc. (incorporated
herein by reference to Exhibit 2.1 to the Registrant’s Current
Report on Form 8-K, filed on July 3,
2019) |
|
|
4.1 |
|
Form of
Consulting Warrants (incorporated herein by reference to
Exhibit 10.21 to the Registrant’s Quarterly Report on
Form 10-Q, for the fiscal quarter ended June 30, 2011,
filed on August 15, 2011) |
|
|
|
4.2 |
|
Form of
Series A Warrant (incorporated herein by reference to
Exhibit 4.1 to the Registrant’s Current Report on
Form 8-K, filed on December 8, 2016) |
|
|
|
4.3 |
|
Form of
Warrant (incorporated herein by reference to Exhibit 4.1 to
the Registrant’s Current Report on Form 8-K, filed on
April 6, 2017) |
|
|
|
4.4 |
|
Form of
Common Stock Certificate |
|
|
|
4.5* |
|
Form
of Warrant
|
|
|
|
5.1* |
|
Opinion
of Paul Hastings LLP |
|
|
|
23.1* |
|
Consent
of Marcum LLP, Independent Registered Public Accounting
Firm |
|
|
|
23.3* |
|
Consent
of Paul Hastings LLP (included in Exhibit 5.1) |
|
|
|
24.1* |
|
Power
of Attorney (included on the signature page to this
registration statement) |
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration
statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided,
however, that:
Paragraphs (1)(i), (1)(ii) and (1)(iii) of this section
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) If the registrant is subject to Rule 430C, each
prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed
to be part of and included in the registration statement as of the
date it is first used after effectiveness. Provided, however, that
no statement made in a registration statement or prospectus that is
part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such
document immediately prior to such date of first use.
(5) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant’s annual
report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(6) Insofar as
indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Pittsburgh, State of Pennsylvania, on June 23,
2021.
|
NEUBASE
THERAPEUTICS, INC. |
|
|
|
|
By: |
/s/ Dietrich A.
Stephan |
|
|
Dr. Dietrich A. Stephan
President and Chief Executive Officer |
POWER OF ATTORNEY
Know All Persons By These Presents, that each person
whose signature appears below constitutes and appoints
Dr. Dietrich Stephan and Sam Backenroth, and each or any one
of them, and that Dr. Dietrich Stephan constitutes and
appoints Mr. Sam Backenroth, and that Mr. Sam Backenroth
constitutes and appoints Dr. Dietrich Stephan, as his true and
lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Dietrich A. Stephan |
|
President, Chief Executive Officer and Director |
|
June
23, 2021 |
Dr. Dietrich
A. Stephan |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/
Sam Backenroth |
|
Chief
Financial Officer, Treasurer and Secretary |
|
June
23, 2021 |
Sam
Backenroth |
|
(Principal
Financial and Accounting Officer) |
|
|
|
|
|
|
|
/s/ Dov A. Goldstein
|
|
Director |
|
June
23, 2021 |
Dr. Dov
A. Goldstein |
|
|
|
|
|
|
|
|
|
/s/
Eric I. Richman |
|
Director |
|
June
23, 2021 |
Eric
I. Richman |
|
|
|
|
|
|
|
|
|
/s/
Franklyn G. Prendergast |
|
Director |
|
June
23, 2021 |
Dr. Franklyn
G. Prendergast |
|
|
|
|
|
|
|
|
|
/s/ Gerry McDougal |
|
Director |
|
June
23, 2021 |
Gerry
McDougall |
|
|
|
|
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