UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): August 10, 2021

 

NeuBase Therapeutics, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

001-35963

 

46-5622433

(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

350 Technology Drive, Pittsburgh, PA 15219
(Address of Principal Executive Offices) (Zip Code)

 

  (646) 450-1790  
(Registrant's Telephone Number, Including Area Code)

 

  N/A  
(Former Name or Former Address, if Changed Since
Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which
registered
Common Stock, par value $0.0001 per share NBSE The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On August 12, 2021, NeuBase Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended June 30, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).

 

In accordance with General Instructions B.2 of Form 8-K, the information in Item 2.02 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

 

On August 10, 2021, Sam Backenroth, the Chief Financial Officer (principal financial and accounting officer) of the Company, notified the Company of his intent to resign from the Company, effective September 30, 2021. Mr. Backenroth’s resignation is not a result of any disagreement with the Company or any matter relating to its accounting or financial policies or procedures. The Company expects to interview individuals with the requisite experience to serve as Mr. Backenroth’s successor as chief financial officer and principal financial officer of the Company. In the interim, the Company expects that the Board of Directors of the Company will appoint Dr. Dietrich Stephan, the Company’s current President and Chief Executive Officer (principal executive officer), as the Company’s Interim Chief Financial Officer, effective upon Mr. Backenroth’s resignation if a permanent Chief Financial Officer is not appointed prior to that time.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number   Description
99.1   Press Release, dated August 12, 2021, Reporting Fiscal Third Quarter 2021 Financial Results and Recent Operating Highlights

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  NEUBASE THERAPEUTICS, INC.
  (Registrant)

 

Date: August 12, 2021 By: /s/ Dietrich Stephan  
    Dietrich Stephan
    Chief Executive Officer

 

 

 

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