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CUSIP
No. 64132K102
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(1)
Names of reporting persons
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Dietrich
Stephan, Ph.D.
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(2)
Check the appropriate box if a member of a group (see
instructions)
(a)
☐
(b) ☐
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(3)
SEC use only
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(4)
Source of funds (see instructions)
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PF
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(5)
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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(6)
Citizenship or place or organization
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United
States of America
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Number
of shares beneficially owned by each reporting person with:
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(7)
Sole voting power
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3,311,930
(1)
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(8)
Shared voting power
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2,547,639
(2)
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(9)
Sole dispositive power
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3,311,930
(1)
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(10)
Shared dispositive power
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2,547,639
(2)
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(11)
Aggregate amount beneficially owned by each reporting person
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5,859,569
(1)
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(12)
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
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(13)
Percent of class represented by amount in Row (11)
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34.3%
(1)
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(14)
Type of reporting person (see instructions)
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IN
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(1)
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Includes
3,311,930 shares of Common Stock of which Dr. Stephan has the right to acquire beneficial
ownership within 60 days of July 22, 2019 through the exercise of options.
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(2)
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Shares
held directly by Lipizzaner LLC, of which Dr. Stephan is the sole member.
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Item 1.
Security and Issuer.
The
security to which this Schedule 13D relates is the common stock, $0.0001 par value per share (the "Common Stock"), of
NeuBase Therapeutics, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 700 Technology Drive, Third Floor, Pittsburgh, PA 15219.
Item 2.
Identity and Background.
(a)
The Reporting Person’s name is Dietrich Stephan, Ph.D.
(b)
The business address of Dr. Stephan is 700 Technology Drive, Third Floor, Pittsburgh, PA 15219.
(c)
The principal occupation of Dr. Stephan is President and Chief Executive Officer and member of the Board of Directors of the Issuer.
(d)
Dr. Stephan has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
Dr. Stephan has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect
to such laws. United States of America.
(f)
The citizenship of the Reporting Person is United States of America.
Item 3.
Source and Amount of Funds or Other Consideration.
On
September 6, 2018, Dietrich Stephan, Ph.D. acquired from a company previously known as NeuBase Therapeutics, Inc. ("Private
NeuBase") 2,500,000 shares of the common stock of Private NeuBase ("Private NeuBase Stock") pursuant to a Restricted
Stock Purchase Agreement. On December 31, 2018, Private NeuBase granted Dietrich Stephan, Ph.D., an option to purchase 3,250,000
shares of Private NeuBase Stock (“Private NeuBase Option”) pursuant to a Stock Option Agreement under the Private
NeuBase 2018 Equity Incentive Plan. Pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated
as of January 2, 2019, by and among the Issuer, Ohr Acquisition Corp., and Private NeuBase, as amended (the "Merger Agreement"),
at the closing of the merger provided for in the Merger Agreement (the "Merger"), (i) each share of Private NeuBase
Stock was automatically converted into 1.019055643 shares of Common Stock, which resulted in Dr. Stephan holding an aggregate
of 2,547,639 shares of Common Stock as of July 22, 2019 and (ii) the vesting of the Private NeuBase Option was accelerated in
full and converted into and became an option to purchase shares of Common Stock, the Issuer assumed the Private NeuBase 2018 Equity
Incentive Plan and the number of shares of Private NeuBase Stock subject to the Private NeuBase Option was multiplied by 1.019055643,
which resulted in Dr. Stephan holding an option to purchase 3,311,930 shares of Common Stock exercisable within 60 days of July
22, 2019. Dr. Stephan’s personal funds were the source of the funds for the purchase of the shares of Common Stock covered
by this Schedule 13D. No part of the purchase price of the shares of Common Stock covered by this Schedule 13D were represented
by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the shares
of Common Stock covered by this Schedule 13D.
Item 4.
Purpose of Transaction.
Dietrich
Stephan, Ph.D., acquired the shares of Common Stock covered by this Schedule 13D for investment purposes. Since the effective
time of the Merger, Dr. Stephan has served as a director and executive officer of the Issuer. The information in Item 3 of the
Schedule 13D is incorporated herein by reference.
Item 5.
Interest in Securities of the Issuer.
(a)
Dietrich Stephan, Ph.D. is the beneficial owner of 5,859,569 shares of Common Stock (which includes the right to acquire 3,311,930
shares of Common Stock within sixty days of July 22, 2019 through the exercise of options) which represent 34.3% of the Common
Stock outstanding.
(b)
Dietrich Stephan, Ph.D.:
(1)
Sole Voting Power: 3,311,930
(1)
(2)
Shared Voting Power: 2,547,639
(2)
(3)
Sole Dispositive Power: 3,311,930
(1)
(4)
Shared Dispositive Power: 2,547,639
(2)
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(1)
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Includes
3,311,930 shares of Common Stock of which Dr. Stephan has the right to acquire beneficial
ownership within sixty days of July 22, 2019 through the exercise of options.
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(2)
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Shares
held directly by Lipizzaner LLC, of which Dr. Stephan is the sole member.
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(c)
Pursuant to the Merger Agreement, at the closing of the Merger, each share of Private NeuBase Stock was automatically converted
into 1.019055643 shares of Common Stock, which resulted in Dr. Stephan holding, as of July 22, 2019 (i) an aggregate of 2,547,639
shares of Common Stock and (ii) the right to acquire 3,311,930 shares of Common Stock within sixty days through the exercise of
options. Except as set forth in the preceding sentence, Dr. Stephan has not effected any transaction in shares of the Common Stock
during the past 60 days.
(d)
Not applicable.
(e)
Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.
Lockup
Agreements
Dietrich
Stephan, Ph.D., along with all of the Issuer's former directors and officers prior to the completion of the Merger, have entered
into agreements (the "Lockup Agreements") pursuant to which such parties have agreed that until the date that is 90
calendar days after the closing date of the Merger, subject to certain customary exceptions, they will not (a) offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right
or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities
which may be deemed to be beneficially owned by such parties in accordance with the rules and regulations of the Securities and
Exchange Commotion and securities of the Issuer which may be issued upon exercise of a stock option or warrant that are currently
or hereafter owned by such parties (collectively, the “Shares”), or publicly disclose the intention to make any such
offer, sale, pledge, grant, transfer or disposition, (b) enter into any swap, short sale, hedge or other agreement that transfers,
in whole or in part, any of the economic consequences of ownership of the Shares regardless of whether any such transaction described
in clause (a) above or this clause (b) is to be settled by delivery of Common Stock or such other securities, in cash or otherwise,
or (c) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security
convertible into or exercisable or exchangeable for Common Stock.
The
foregoing description of the Lockup Agreements do not purport to be complete and is qualified in its entirety by reference to
the full text of the Lockup Agreements, which were filed as Exhibit 2.4 to the Company’s Form S-4 (No. 333-230168) filed
with the SEC on March 8, 2019 and incorporated herein by reference.
Employment and Other Benefits
Dr.
Stephan will be entitled to receive compensation and other benefits as an employee of the Issuer. In such capacity, he may also
be granted equity awards with respect to the Common Stock from time to time.
Other
than as described in this Schedule 13D, to the best of Dr. Stephan’s knowledge, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) between Dr. Stephan and any person with respect to any securities of the
Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, including
any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or
investment power over such securities.
Item 7.
Materials to be Filed as Exhibits.
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Exhibit
No.
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Description
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Exhibit
99.1
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Form
of Lock-Up Agreement (incorporated by reference to Exhibit 2.4 to the Issuer's Form S-4 (No. 333-230168) filed on March 8, 2019).
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Signatures
After
reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth
in this Statement with respect to such person is true, complete and correct.
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Date:
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July
22, 2019
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Signature:
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/s/
Sam Backenroth, as attorney-in-fact for Dietrich Stephan, Ph.D
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