Current Report Filing (8-k)
September 22 2022 - 9:10AM
Edgar (US Regulatory)
0001522602
false
--12-31
0001522602
2022-09-22
2022-09-22
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: September 22, 2022
(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 5.03 |
Amendments
to Article of Incorporation or Bylaws; Change in Fiscal Year. |
On
September 22, 2022, as approved by the stockholders of CohBar, Inc. (the “Company”) on June 15, 2022, the Company filed a
certificate of amendment (the “Certificate of Amendment”) to its Third Amended and Restated Certificate of Incorporation
(the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a reverse stock split
of the Company’s common stock at a ratio of 1-for-30, effective as of September 23, 2022 (the “Reverse Stock Split”).
The
Certificate of Amendment also provided for an effective increase in the number of authorized shares of common stock of the Company to
12,000,000 shares, effective as of September 23, 2022. Such increase was approved by the stockholders of the Company on June 15, 2022
and was calculated as the prior authorized common share amount, multiplied by two times the Reverse Stock Split ratio of 1-for-30.
This
summary is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1
and is incorporated herein by reference.
Item 7.01 |
Regulation
FD Disclosure. |
On
September 22, 2022, the Company announced that, effective October 1, 2022, the Company’s board of directors (the “Board”)
has lowered the annual cash fees paid to members of the Board to, among other changes, an annual fee of $40,000 for Board members and
an annual fee of $70,000 for the chairman of the Board.
The
Board has determined to set the Reverse Stock Split ratio at 1-for-30. The Reverse Stock Split will become effective at 12:01am ET on
September 23, 2022, and the shares will begin trading on a split-adjusted basis on September 23, 2022.
Upon
the effectiveness of the Reverse Stock Split on September 23, 2022, every thirty shares of the Company’s issued and outstanding
common stock will be automatically combined and reclassified into one issued and outstanding share of common stock. No fractional shares
will be issued in connection with the Reverse Stock Split and stockholders will be entitled to a cash payment in lieu of any fractional
shares. The Reverse Stock Split will not affect any stockholder’s ownership percentage of the Company’s common stock, alter
the par value of the Company’s common stock, or modify any voting rights or other terms of the common stock. In addition,
a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding
stock options and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant to the Company’s
equity incentive plans. Immediately prior to the Reverse Stock Split, there were approximately 87,208,265 shares of common stock
outstanding. After the reverse stock split, there will be approximately 2,906,942 shares outstanding.
At
the market open on September 23, 2022, the Company’s common stock will continue to trade on The Nasdaq Capital Market under the
symbol “CWBR,” but will be assigned a new CUSIP number (19249J307) and will trade on a split-adjusted basis.
In
connection with the Reverse Stock Split, the Company also effectively increased the number of shares of authorized common stock under
its Certificate of Incorporation from 180,000,000 shares of common stock to 12,000,000 shares of common stock.
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.
|
COHBAR,
INC. |
|
(Registrant) |
|
|
|
September
22, 2022 |
By: |
/s/
Jeffrey F. Biunno |
(Date) |
|
Jeffrey
F. Biunno |
|
|
Chief
Financial Officer |
2
CohBar (NASDAQ:CWBR)
Historical Stock Chart
From Mar 2024 to Apr 2024
CohBar (NASDAQ:CWBR)
Historical Stock Chart
From Apr 2023 to Apr 2024