Current Report Filing (8-k)
October 01 2021 - 04:18PM
Edgar (US Regulatory)
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2021-09-30 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):
September 30, 2021
NeuBase Therapeutics, Inc.
(Exact Name of Registrant as Specified in Its Charter)
|
Delaware |
|
001-35963 |
|
46-5622433 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
|
350 Technology Drive,
Pittsburgh,
PA |
|
15219 |
|
(Address of Principal Executive
Offices) |
|
(Zip Code) |
|
|
(646)
450-1790 |
|
|
|
(Registrant’s Telephone
Number, Including Area Code) |
|
|
|
N/A |
|
|
|
(Former Name
or Former Address, if Changed Since Last Report) |
|
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
|
¨ |
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
|
¨ |
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
|
¨ |
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
¨ |
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each
class |
Trading Symbol(s) |
Name of each exchange on which
registered |
|
Common Stock, par value $0.0001 per share |
NBSE |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of
1934 (17 CFR § 240.12b-2).
Emerging growth company
¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act. ¨
| Item
5.02. |
Departure of
Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers. |
On 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. |
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.
| |
NEUBASE THERAPEUTICS, INC.
(Registrant) |
| |
|
| Date: September 30,
2021 |
By: |
/s/ Dr. Dietrich A.
Stephan |
| |
|
Dr.
Dietrich A. Stephan |
| |
|
President and Chief
Executive Officer |
NeuBase Therapeutics (NASDAQ:NBSE)
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