Current Report Filing (8-k)
August 27 2021 - 06:11PM
Edgar (US Regulatory)
0001173281 false 0001173281 2021-08-27
2021-08-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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 27, 2021
NeuBase Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-35963 |
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46-5622433 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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350 Technology Drive,
Pittsburgh,
PA |
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15219 |
(Address of principal executive
offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (646)
450-1790
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:
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which
registered |
Common Stock, par value $0.0001 |
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
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act. ¨
Item 1.01 - Entry into a Material Definitive Agreement.
On August 27, 2021, NeuBase Therapeutics, Inc., a Delaware
corporation (the “Company”), entered into an Open Market Sale
AgreementSM (the “Sales Agreement”) with Jefferies LLC
(“Jefferies”) pursuant to which the Company may offer and sell
shares of its common stock, $0.0001 par value per share (“Common
Stock”), having an aggregate offering price of up to $50 million
from time to time in “at the market” offerings through Jefferies as
its sales agent. The Sales Agreement provides that Jefferies will
be entitled to aggregate compensation for its services equal to
3.0% of the gross sales price per share of any shares of Common
Stock sold through Jefferies under the Sales Agreement.
The Company is not obligated to sell, and Jefferies is not
obligated to buy or sell, any shares of Common Stock under the
Sales Agreement. No assurance can be given that the Company will
sell any shares of Common Stock under the Sales Agreement, or, if
it does, as to the price or number of shares of Common Stock that
it sells or the dates when such sales will take place.
This description of the Sales Agreement does not purport to be
complete and is qualified in its entirety by reference to the Sales
Agreement, which is attached hereto as Exhibit 1.1 and is
incorporated by reference herein.
The Common Stock to be sold under the Sales Agreement, if any, will
be issued and sold pursuant to the Company’s shelf registration
statement on Form S-3 (File No. 333-254980) filed with the
Securities and Exchange Commission (“SEC”) on April 1, 2021 and
declared effective by the SEC on April 14, 2021. On August 27,
2021, the Company filed a prospectus supplement (the “Prospectus
Supplement”) with the SEC in connection with the offer and sale of
an aggregate offering price of up to $50 million of shares of
Common Stock pursuant to the Sales Agreement. The Company may sell
up to this amount from time to time. This Current Report on Form
8-K shall not constitute an offer to sell or the solicitation of an
offer to buy the Common Stock nor shall there be any sale of the
Common Stock in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other
jurisdiction.
The legal opinion of Paul Hastings LLP relating to the legality of
the issuance and sale of the Common Stock is attached hereto as
Exhibit 5.1 and is incorporated by reference herein.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:
This Current Report on Form 8-K contains forward-looking
statements, including, but not limited to, the Company’s intentions
or ability to sell shares of Common Stock efficiently pursuant to
the Sales Agreement. These forward-looking statements are based on
the Company’s current expectations and inherently involve
significant risks and uncertainties. The Company’s actual results
and the timing of events could differ materially from those
anticipated in such forward-looking statements as a result of these
risks and uncertainties. A further description of the risks and
uncertainties relating to the business of the Company is contained
in the Company’s most recent annual report on Form 10-K and the
Company’s quarterly reports on Form 10-Q, as well as any amendments
thereto reflected in subsequent filings with the SEC. The Company
undertakes no duty or obligation to update any forward-looking
statements contained in this report as a result of new information,
future events or changes in its expectations.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: August 27, 2021
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NeuBase Therapeutics, Inc. |
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By: |
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/s/ Sam Backenroth |
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Sam Backenroth |
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Chief Financial Officer |
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