Current Report Filing (8-k)
October 01 2021 - 4:18PM
Edgar (US Regulatory)
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2021-09-30
2021-09-30
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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):
September 30, 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
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(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
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(Address
of Principal Executive Offices)
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(Zip Code)
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(646)
450-1790
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(Registrant’s
Telephone Number, Including Area Code)
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N/A
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(Former
Name or Former Address, if Changed Since Last Report)
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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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¨
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock, par value $0.0001 per share
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NBSE
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act
of 1934 (17 CFR § 240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On
August 12, 2021, NeuBase Therapeutics, Inc. (the “Company”) reported pursuant to a Current Report on Form 8-K that Sam Backenroth
had notified the Company of his intent to resign from the Company, effective September 30, 2021.
Mr.
Backenroth and the Company entered into a Separation Agreement and General Release, dated September 30, 2021 (the “Separation Agreement”),
pursuant to which Mr. Backenroth is entitled to (i) the continuation of Mr. Backenroth’s current monthly base salary of $31,750
for a period of six months, (ii) immediate vesting of Mr. Backenroth’s stock option grant dated July 12, 2019 covering 772,923 shares
of Company common stock, and (iii) an extension of Mr. Backenroth’s post-termination exercise period of his outstanding stock
options that are vested as of Mr. Backenroth’s last date of employment to March 31, 2024.
The Separation Agreement includes a customary release of claims
by Mr. Backenroth in favor of the Company and its affiliates, as well as a provision limiting the number of shares of the Company’s
common stock that may be sold by Mr. Backenroth on a daily basis through June 30, 2024, unless authorized by the Company.
The foregoing description of the Separation Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement filed as Exhibit 10.1 to this
Current Report on Form 8-K, which is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NEUBASE THERAPEUTICS, INC.
(Registrant)
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Date: September 30, 2021
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By:
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/s/ Dr. Dietrich A. Stephan
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Dr. Dietrich A. Stephan
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President and Chief Executive Officer
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