Statement of Ownership (sc 13g)
July 22 2019 - 5:21PM
Edgar (US Regulatory)
UNITED
STATES
Securities
and Exchange Commission
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. ___)*
NeuBase
Therapeutics, Inc.
(Name
of Issuer)
Common
Stock, $0.0001 par value per share
(Title
of Class of Securities)
64132K102
(CUSIP
Number)
July
12, 2019
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☐ Rule
13d–1(b)
|
|
☒
Rule
13d–1(c)
|
|
☐ Rule
13d–1(d)
|
*The
remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE
13G Page 2 of 4
|
CUSIP
No. 64132K102
|
|
(1) Names of reporting persons
|
Carnegie
Mellon University
|
(2) Check the appropriate box if a member of a group (see instructions)
(a) ☐
(b) ☐
|
|
|
(3) SEC use only
|
|
|
(4) Citizenship or place of organization
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Pennsylvania, USA
|
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Number
of shares beneficially owned by each reporting person with:
|
|
|
(5) Sole voting power
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939,412
|
|
(6)
Shared voting power
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0
|
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(7)
Sole dispositive power
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939,412
|
|
(8)
Shared dispositive power
|
0
|
|
(9) Aggregate
amount beneficially owned by each reporting person
|
939,412
|
|
(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
|
|
|
(11)
Percent of class represented by amount in Row (9)
|
5.5%
|
|
(12)
Type of reporting person (see instructions)
|
CO
|
SCHEDULE
13G Page 3 of 4
Item
1(a)
Name of issuer:
NeuBase
Therapeutics, Inc.
Item
1(b)
Address of issuer's principal executive offices:
700
Technology Drive, Third Floor, Pittsburgh, PA 15219.
2(a)
Name of person filing:
Carnegie
Mellon University
2(b)
Address or principal business office or, if none, residence:
5000
Forbes Avenue, Pittsburgh, PA 15213
2(c)
Citizenship:
Pennsylvania, USA
2(d)
Title of class of securities:
Common
stock, $0.0001 par value per share (the “Common Stock”)
2(e)
CUSIP No.:
64132K102
|
Item
3.
|
If
this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b)
or (c), check whether the person filing is a:
|
None
of the categories is applicable to any of the undersigned.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
(a)
Amount beneficially owned: 939,412.
(b)
Percent of class:
The information set forth in Rows 5 through 11 on the cover page
for the Reporting Person is hereby incorporated by reference into this Item 4(b) for the Reporting Person. The percentages
reported herein are calculated on the basis of a total of 17,062,681 shares of Common Stock outstanding as of the date hereof,
based on a statement in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the
“SEC”) on July 12, 2019, that there were 15,524,219 shares of Common Stock outstanding as
of July 12, 2019, and as adjusted by the Company’s issuance of 1,538,462 shares of Common Stock as disclosed in the Company’s
Current Report on Form 8-K, filed with the SEC on July 17, 2019.
SCHEDULE
13G Page 4 of 4
(c)
Number of shares as to which the person has:
The information set forth in Rows 5 through
11 on the cover page for the Reporting Person is hereby incorporated by reference into this Item 4(c) for the Reporting Person.
|
Item
5.
|
Ownership
of 5 Percent or Less of a Class.
|
Not
applicable.
|
Item
6.
|
Ownership
of More than 5 Percent on Behalf of Another Person.
|
Not
applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person.
|
Not
applicable.
Item
8.
Identification and Classification of Members of the Group.
Not
applicable.
Item
9.
Notice of Dissolution of Group.
Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities
solely in connection with a nomination under §240.14a-11.
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
Date:
|
July
22, 2019
|
|
Signature:
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/s/
Sam Backenroth, as attorney-in-fact for Carnegie Mellon University
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Exhibit
Index
|
Exhibit Number
|
|
Title
|
|
24
|
|
Power of Attorney granted by Carnegie Mellon University
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