Current Report Filing (8-k)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 11, 2021
(Exact Name of Registrant as
Specified in Its Charter)
|(State or Other
350 Technology Drive, Pittsburgh, PA
(Address of Principal Executive Offices)
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since
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:
||Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
||Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of
1934 (17 CFR § 240.12b-2).
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
||Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective May 11, 2021, the Board of Directors (the “Board”) of
NeuBase Therapeutics, Inc. (the “Company”) appointed Gerald (Gerry)
J. McDougall to the Board as a Class II director of the Company.
Mr. McDougall was appointed as a member of the Board’s Nominating
and Corporate Governance Committee and the Board’s Compensation
Mr. McDougall is a retired Senior Partner in
PricewaterhouseCoopers’s Health Sciences Practice, where he
provided services for over 25 years to academic medical centers,
bioscience companies, pharmaceutical companies, research
universities, colleges, health systems and other research
organizations. In this role, he linked scientific breakthroughs to
clinical applications for the benefit of patients and society in
many parts of healthcare (especially cancer and precision medicine)
and drew on deep, trusted, long-standing relationships with leading
scientists, entrepreneurs, academics industry groups and
philanthropists. Mr. McDougall’s experience includes a broad range
of research business and compliance services, including strategic
and business planning, financial analysis, research compliance,
clinical research operations improvement, and information systems
implementation services. In addition, his experience includes
support services to the entire research continuum, from
grant-funded basic science research, to translational research and
clinical trials, including a dedicated group focusing on Clinical
Research Consulting services and Global oncology. Mr. McDougall has
been involved in numerous volunteer and trade organizations
throughout his career, including as a board member of the
Infectious Disease Research Institute (IDRI), as a board member of
the Multiple Myeloma Research Foundation (MMRF) and most recently
as a board member of the American Society of Clinical Oncology
(ASCO). Mr. McDougall received a Bachelor’s degree in business from
In accordance with the Company’s outside director compensation
policy (the “Director Compensation Policy”) and in connection with
Mr. McDougall’s appointment to the Board, on May 11, 2021, Mr.
McDougall was granted a stock option to purchase 92,219 shares of
the Company’s common stock at an exercise price equal to the fair
market value of the Company’s common stock on the date of grant.
25% of the option will vest on the one-year anniversary of the
grant date, and the remaining portion of the option will vest on an
equal monthly basis over the following 36 months, subject to Mr.
McDougall’s continuous service through such date and subject to
acceleration as described in the Director Compensation Policy.
As a non-employee director of the Company, Mr. McDougall will also
be entitled to receive cash compensation for his service on the
Board and any committees on which he serves, as well as (beginning
on the first business day following the Company’s 2021 annual
meeting of stockholders) an annual stock option award, in each case
in accordance with the terms of the Director Compensation Policy.
The full text of the Director Compensation Policy was filed as
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on September 11, 2020 and is
incorporated by reference herein.
The Company also entered into an indemnity agreement with Mr.
McDougall in the same form as its standard form of indemnification
agreement with its other directors.
There are no family relationships between Mr. McDougall and any
director or executive officer of the Company, and he was not
selected by the Board to serve as a director pursuant to any
arrangement or understanding with any person. Mr. McDougall has not
engaged in any transaction that would be reportable as a related
party transaction under Item 404(a) of Regulation S-K.
On May 12, 2021, the Company
issued a press release announcing the appointment of Mr. McDougall
to the Board. A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
||Financial Statements and Exhibits.
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.
||NEUBASE THERAPEUTICS, INC.
|Date: May 12, 2021
||Chief Financial Officer
NeuBase Therapeutics (NASDAQ:NBSE)
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