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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NeuBase Therapeutics,
Inc. (the “Company”) appointed Todd Branning as the Company’s Chief Financial Officer, effective January 10, 2022. There
are no reportable family relationships or related party transactions (as defined in Item 404(a) of Regulation S-K) involving
the Company and Mr. Branning. Mr. Branning will report to Dr. Dietrich Stephan, the Company’s President and Chief Executive
Officer.
Mr. Branning,
52, previously served as Chief Financial Officer of Phathom Pharmaceuticals, Inc., a publicly traded late clinical-stage biopharmaceutical
company, from July 2020 through June 2021. Before that, Mr. Branning served as Senior Vice President, Chief Financial Officer of Amneal
Pharmaceuticals, Inc., a publicly traded pharmaceutical company, from January 2019 through March 2020. Prior to joining Amneal, he was
Senior Vice President, Chief Financial Officer of the global generic medicines division at Teva Pharmaceutical Industries Ltd., a multinational
generic pharmaceuticals company, from August 2016 to March 2018. Mr. Branning has also held financial leadership roles at Allergan plc,
PricewaterhouseCoopers LLP, PPG Industries, Inc. and Merck & Co., Inc. He received his BBA from the University of Miami and MBA from
Carnegie Mellon University. Mr. Branning is also a Certified Public Accountant and has completed a CFO certification program at The Wharton
School at the University of Pennsylvania.
The Company entered into
an offer letter with Mr. Branning (the “Offer Letter”), effective January 10, 2022. Pursuant to the Offer Letter, Mr. Branning’s
annual salary will be $425,000, and he will be eligible for an annual performance bonus with a target of 40% of his base salary. Mr. Branning’s
employment will be on an “at will” basis. Additionally, the Company will grant Mr. Branning an option to purchase 300,000
shares of the Company’s common stock (the “Option”) under the Company’s 2019 Stock Incentive Plan (the “2019
Plan”) on his first day of employment. Subject to Mr. Branning’s continued employment with the Company, 1/4th of the shares
underlying the Option will vest on the first anniversary of Mr. Branning’s start date, and 1/36th of the remaining shares underlying
the Option will vest at the end of each calendar month thereafter, subject to vesting acceleration as set forth in the Offer Letter. Mr.
Branning also entered into the Company’s standard indemnification agreement and standard confidentiality and invention assignment
agreement with the Company.
If Mr. Branning is terminated
by the Company without cause or Mr. Branning resigns for good reason (defined generally as a reduction in his salary amongst similarly-situated
employees, relocation, or a material diminution in title, duties or responsibilities), in either case, during the period commencing three
months prior to, and ending twelve months following, a change in control (as defined in the 2019 Plan), then, subject to the execution
and delivery of a general release of all claims, his then outstanding, unvested Option, if any, will vest and be exercisable as to all
of the covered shares. If Mr. Branning is terminated by the Company without cause or if Mr. Branning terminates his employment for good
reason (whether or not in connection with a change in control), the Company will be obligated to pay Mr. Branning (1) severance pay at
a rate equal to 100% of his base salary for a period of twelve months from the date of termination, (2) reimbursement of twelve months
of health benefits (COBRA subsidization) in accordance with the Company’s standard expense reimbursement procedures, (3) any annual
bonus earned, but not yet paid, for a prior year, and (4) subject to the good faith determination of the Company’s board of directors,
a prorated portion of his annual bonus target for the year of termination, and the portion of any unvested stock awards held by Mr. Branning
that would be scheduled to vest during the 12-month period following his termination of employment would immediately vest.
The foregoing description
of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.