NOTE 8 – SUBSEQUENT EVENTS

Merger

On July 12, 2019, the Company completed the Merger with Legacy NeuBase, pursuant to which Ohr Acquisition Corp. merged with and into Legacy NeuBase, with Legacy NeuBase surviving as the Company’s wholly-owned subsidiary. In connection with the Merger, Legacy NeuBase shareholders, warrantholders, and investors in the Pre-Merger Financing exhanged their Legacy NeuBase shares into an aggregate of 12,694,971 newly issued shares of the Company’s common stock. See Note 1 to the Unaudited Consolidated Financial Statements above for additional information on the Merger.

Pre-Merger Financing

On July 11, 2019, prior to the completion of the Merger, Legacy NeuBase completed transactions contemplated by certain financing agreements (the “Pre-Merger Financing”) resulting in gross proceeds to Legacy NeuBase of approximately $9.0 million, consisting of (i) a private placement with certain accredited investors, whereby, among other things, Legacy NeuBase issued to such investors shares of Legacy NeuBase common stock for an aggregate purchase price of approximately $8.4 million (the “Legacy NeuBase Equity Financing”) and (ii) the conversion of outstanding convertible notes of Legacy NeuBase with an aggregate principal amount of $600,000 (the “Legacy NeuBase Debt Financing”), which were automatically converted into Legacy NeuBase common stock immediately preceding the closing of the Legacy NeuBase Equity Financing at a conversion price equal to 90% of the purchase price per share of the Legacy NeuBase common stock issued in the Legacy NeuBase Equity Financing.

Post-Merger Financing

On July 16, 2019, the Company completed a private placement with certain accredited investors for the sale by the Company of an aggregate 1,538,462 shares of the Company’s common stock for aggregate gross proceeds of $5.0 million.

Issuances 

On July 12, 2019, the Company issued options to purchase an aggregate of 2,909,827 shares of common stock to directors, employees, and consultants of the Company. The options have a ten year term, vest over a period of up to four years, and have an exercise price of $5.39.

On August 9, 2019, the Company issued 7,692 shares of restricted common stock to a contractor for services to be provided to the Company.