Current Report Filing (8-k)
April 11 2019 - 4:08PM
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: April 6, 2019
(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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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
Item
1.01 Entry into a Material Definitive Agreement.
The information in Item 5.02 is incorporated
herein by reference.
Item 5.02 Departure of Directors or Certain officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
As previously reported, CohBar, Inc. (the “
Company
”)
entered into an
Interim Chief Executive Officer Agreement with Dr. Philippe Calais, a director
of the Company
,
pursuant to which Dr. Calais was engaged to serve as the Company’s
Interim Chief Executive Officer (the “
Agreement
”), effective on December 7, 2018 (the “
Start Date
”).
On April 6, 2019, the Company and Dr. Calais
entered into a letter agreement (the “
Extension Agreement
”) to, a
mong
other things, amend the term of Dr. Calais’ employment under the Agreement until the earliest of (i)
the date that
is seven (7) months after the Start Date, which shall be automatically extended by successive thirty (30) day periods unless terminated
by either party, (ii) the date on which a permanent Chief Executive Officer commences employment with the Company and any transition
services that Dr. Calais agrees to provide thereafter have been completed, or (iii) Dr. Calais’ resignation or the termination
of Dr. Calais’ employment by the Company
. Upon the expiration or termination of the
Agreement as amended by the Extension Agreement, and except in the event of a termination by the Company for cause, Dr. Calais
will also receive an additional stock option award under the Company’s Amended and Restated 2011 Equity Incentive Plan to
purchase up to 24,000 shares of the Company’s common stock for each 30 day period he serves as the Company’s Interim
Chief Executive Officer past the initial four (4) month term of the Agreement (the “
Subsequent Option Award
”).
The exercise price of the Subsequent Option Award will be determined on the date of grant.
The foregoing summary of the material terms
of the Extension Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Extension Agreement, a copy of which is attached as an exhibit hereto and which is incorporated by reference into this Item 5.02.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits.
# Indicates management contract or
compensatory plan, contract or arrangement.
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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April 11, 2019
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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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2
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