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Washington, D.C. 20549






Current Report

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of report (Date of earliest event reported): September 30, 2021


NeuBase Therapeutics, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware   001-35963   46-5622433
(State or Other Jurisdiction
of Incorporation)
File Number)
  (I.R.S. Employer
Identification No.)


350 Technology Drive, Pittsburgh, PA   15219
(Address of Principal Executive Offices)   (Zip Code)


  (646) 450-1790  
  (Registrant’s Telephone Number, Including Area Code)  


  (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 (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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On August 12, 2021, NeuBase Therapeutics, Inc. (the “Company”) reported pursuant to a Current Report on Form 8-K that Sam Backenroth had notified the Company of his intent to resign from the Company, effective September 30, 2021.


Mr. Backenroth and the Company entered into a Separation Agreement and General Release, dated September 30, 2021 (the “Separation Agreement”), pursuant to which Mr. Backenroth is entitled to (i) the continuation of Mr. Backenroth’s current monthly base salary of $31,750 for a period of six months, (ii) immediate vesting of Mr. Backenroth’s stock option grant dated July 12, 2019 covering 772,923 shares of Company common stock, and (iii) an extension of Mr. Backenroth’s post-termination exercise period of his outstanding stock options that are vested as of Mr. Backenroth’s last date of employment to March 31, 2024.


The Separation Agreement includes a customary release of claims by Mr. Backenroth in favor of the Company and its affiliates, as well as a provision limiting the number of shares of the Company’s common stock that may be sold by Mr. Backenroth on a daily basis through June 30, 2024, unless authorized by the Company.


The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits


Exhibit No.   Description
10.1   Separation Agreement and General Release, dated September 30, 2021, by and between Sam Backenroth and NeuBase Therapeutics, Inc.
104   Cover Page Interactive Data File (embedded with the Inline XBRL document)







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.


Date: September 30, 2021 By: /s/ Dr. Dietrich A. Stephan
    Dr. Dietrich A. Stephan
    President and Chief Executive Officer