Current Report Filing (8-k)
May 12 2021 - 4:30PM
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 (Date of earliest event reported): May 11, 2021
NeuBase Therapeutics, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
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001-35963
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46-5622433
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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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350 Technology Drive, Pittsburgh, PA
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15219
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(Address of Principal Executive Offices)
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(Zip Code)
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(646) 450-1790
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(Registrant’s Telephone Number, Including Area Code)
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N/A
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(Former Name or Former Address, if Changed Since
Last Report)
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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:
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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 under the Exchange
Act (17 CFR 240.14a-12)
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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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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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NBSE
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The Nasdaq Stock Market LLC
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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 Act. ¨
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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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 Committee.
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 Northeastern University.
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.
Item 9.01.
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Financial Statements and Exhibits.
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(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.
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NEUBASE THERAPEUTICS, INC.
(Registrant)
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Date: May 12, 2021
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By:
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/s/ Sam Backenroth
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Sam Backenroth
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Chief Financial Officer
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