Current Report Filing (8-k)
December 22 2020 - 4:03PM
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 18, 2020
(Date
of earliest event reported)
COHBAR,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-38326
|
|
26-1299952
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
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):
|
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
☐
|
Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
|
|
☐
|
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
|
|
CWBR
|
|
Nasdaq
Capital Market
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
On
December 18, 2020, CohBar, Inc. (“CohBar” or the “Company”) accepted subscriptions (the “Subscription
Agreements”) from investors and issued common stock and warrants (the “Warrants”) in the private placement described
under Item 3.02 below. The disclosure set forth in Item 3.02 of this Current Report is incorporated by reference into this
Item 1.01.
In
connection with the Subscription Agreements, the Company entered into note termination agreements (the “Note Termination
Agreements”) with certain investors pursuant to which the Company agreed to convert all outstanding amounts due under its
8% Unsecured Promissory Notes Due 2021 (the “Notes”) held by the investors into the common stock and Warrants issued
in the private placement described under item 3.02 below.
The
forms of the Subscription Agreement and Warrant are filed as Exhibits 10.1 and 4.1 respectively, to this Current Report on Form
8-K. The summaries of the terms of these documents contained herein are subject to, and qualified in their entirety by, such documents,
which are incorporated herein by reference.
Item 3.02
Unregistered Sales of Equity Securities
On
December 18, 2020, the Company issued an aggregate of 3,154,115 units at a price of $1.22 per unit. The units were issued in exchange
for full satisfaction of the outstanding principal and interest under the Notes held by the investors.
Each
unit consists of one share of the Company’s common stock and one warrant to purchase 0.75 of one share of the Company’s
common stock at an exercise price of $1.44 per share. Each warrant can be exercised at any time on or after June 18, 2021 and
on or prior to June 18, 2026.
The
private placement was completed pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended, and Rule 506(b) promulgated thereunder.
Item 9.01
Financial Statements and 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.
|
COHBAR, INC.
|
|
(Registrant)
|
|
|
December
22, 2020
|
By:
|
/s/
Jeffrey F. Biunno
|
(Date)
|
|
Jeffrey
F. Biunno
Chief Financial Officer
|
2
CohBar (NASDAQ:CWBR)
Historical Stock Chart
From Jun 2024 to Jul 2024
CohBar (NASDAQ:CWBR)
Historical Stock Chart
From Jul 2023 to Jul 2024