Current Report Filing (8-k)
December 18 2018 - 04:09PM
Edgar (US Regulatory)
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: December 17, 2018
(Date
of earliest event reported)
COHBAR,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-55334
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26-1299952
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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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1455
Adams Drive, Suite 2050
Menlo
Park, CA 94025
(Address
of principal executive offices and zip code)
(650)
446-7888
(Registrant’s
telephone number, including area code)
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 (see General Instruction A.2. below):
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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(b) under the Exchange Act (17 CFR 240.14a-12(b))
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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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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. ☐
COHBAR,
INC.
FORM
8-K
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Item
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On
December 17, 2018, CohBar, Inc. (the “
Company
”) received written notice from the NASDAQ Stock Market (“
NASDAQ
”)
stating that the Company is not in compliance with the audit committee requirements for continued listing on the NASDAQ Capital
Market, as set forth in NASDAQ Listing Rule 5605 (the “
Audit Committee Requirements
”), following the resignation
of Philippe Calais from the Company’s Audit Committee on December 6, 2018, as previously reported in the Company’s
Current Report on Form 8-K filed on December 10, 2018. Dr. Calais’ resignation left the Company’s Audit Committee
with only two independent members. The notice has no immediate effect on the listing of the Company’s common stock, and its common
stock will continue to trade on the NASDAQ Capital Market under the symbol “CWBR” at this time. In accordance with
NASDAQ Listing Rule 5605(c)(4), the Company has a cure period to regain compliance with the Audit Committee Requirements ending
on the later of (i) the earlier of the date of its next annual meeting of stockholders or December 9, 2019; or (ii) if the next
annual stockholders meeting is held before June 5, 2019, then June 5, 2019.
The
Company is currently searching for and evaluating candidates for appointment as an independent director to its Board of Directors
and Audit Committee prior to the expiration of the cure period. If the Company does not regain compliance with the Audit Committee
Requirements by the expiration of the cure period, NASDAQ will provide written notification to the Company that its securities
will be subject to delisting.
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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COHBAR,
INC.
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(Registrant)
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December
18, 2018
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By:
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/s/
Jeffrey F. Biunno
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(Date)
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Jeffrey
F. Biunno
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Chief
Financial Officer
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