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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 22, 2024
NeuBase Therapeutics, Inc.
(Exact Name of Registrant as Specified in Its
Charter)
Delaware |
|
001-35963 |
|
46-5622433 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
350
Technology Drive, Pittsburgh,
PA |
|
15219 |
(Address
of Principal Executive Offices) |
|
(Zip Code) |
|
(412)
763-3350 |
|
|
(Registrant’s
Telephone Number, Including Area Code) |
|
|
N/A |
|
|
(Former
Name or Former Address, if Changed Since Last Report) |
|
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) |
| |
¨ | 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, par value $0.0001 per share |
NBSE |
The
Nasdaq 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 (§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. ¨
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 22, 2024, NeuBase Therapeutics, Inc. (the
“Company”) convened and adjourned its previously-adjourned Special Meeting of Stockholders (the “Special Meeting”).
At the Special Meeting, a total of 1,379,904 shares, or 36.78% of the shares of the Company’s common stock, par value $0.0001 per
share, issued and outstanding as of March 28, 2024, which is the record date for the Special Meeting, were represented virtually or by
proxy, constituting a quorum.
At the Special Meeting, the Company’s stockholders
considered two proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A
filed with the Securities and Exchange Commission (the “SEC”) on April 9, 2024 (the “Proxy Statement”) and is
set forth below.
Proposal
No. 1: To approve the liquidation and dissolution of the Company and the plan of liquidation and dissolution of the Company
(the “Plan of Dissolution”), which, if approved, will authorize the Board of Directors of the Company to liquidate and dissolve
the Company in accordance with the Plan of Dissolution (the “Dissolution Proposal”).
Proposal
No. 2: To approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient
votes at the time of the Special Meeting to approve the Dissolution Proposal (the “Adjournment Proposal”).
As there were not sufficient votes to approve
the Dissolution Proposal at the time of the Special Meeting, the sole item of business presented to the stockholders for consideration
at the Special Meeting was a vote on the Adjournment Proposal. The voting results for the Adjournment Proposal are set forth below.
For | |
Against | |
Abstentions |
1,292,022 | |
85,109 | |
2,773 |
In accordance with the authority granted pursuant
to the Adjournment Proposal, the Special Meeting was adjourned with respect to the Dissolution Proposal to solicit additional proxies
in favor of the Dissolution Proposal. The Company will provide notice of the date, time, and location of the reconvened meeting, once
determined, in accordance with Delaware law.
Forward-Looking Statements
Except for the factual
statements made herein, information contained in this Current Report on Form 8-K consists of forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict.
Words and expressions reflecting optimism, satisfaction or disappointment with current prospects or future events, as well as words such
as “believes,” “intends,” “expects,” “plans” and similar expressions, or the use of future
tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking
statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements.
For example, there can be no assurance that the Company will receive sufficient votes to approve the Dissolution Proposal. Reference is
also made to other factors detailed from time to time in the Company’s periodic reports filed with the SEC, including the Company’s
most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. The forward-looking statements contained in
this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K and the Company assumes no obligation to
publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this Current
Report on Form 8-K, unless required by law.
Additional Information and Where to Find
It
In connection with the Special Meeting, the
Company filed the Proxy Statement with the SEC, which was mailed to the Company’s stockholders as of the record date for the Special
Meeting. STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS THERETO, BECAUSE
IT CONTAINS IMPORTANT INFORMATION ABOUT THE MATTERS BEFORE THE STOCKHOLDERS AT THE SPECIAL MEETING. The Company’s stockholders may
also obtain copies of the Proxy Statement and all other relevant documents filed or that will be filed with the SEC in connection with
the Special Meeting, without charge, once available, at the SEC website at http://www.sec.gov or by directing a request the Secretary
of NeuBase Therapeutics, Inc., 350 Technology Drive, Pittsburgh, Pennsylvania 15219.
Participants in the Solicitation
The Company and certain of its respective
directors, executive officers and other members of management and employees may be deemed participants in the solicitation of proxies
of the Company’s stockholders in connection with the Special Meeting. Stockholders and other interested persons may obtain, without
charge, more detailed information regarding the directors and officers of the Company in its Annual Report on form 10-K for the fiscal
year ended September 30, 2022, which was filed with the SEC on December 21, 2022. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies to stockholders in connection with the Special Meeting and other matters
to be voted at the Special Meeting are set forth in the definitive proxy statement for the Special Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
Description |
104 |
Cover Page Interactive Data File, formatting Inline Extensible Business Reporting Language (iXBRL). |
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.
|
NEUBASE THERAPEUTICS, INC. |
|
(Registrant) |
|
|
Date: May 22, 2024 |
By: |
/s/ Todd P. Branning |
|
|
Todd P. Branning |
|
|
Interim Chief Executive Officer and Chief Financial Officer
(Principal Executive, Financial and Accounting Officer) |
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