|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock option (right to buy) | $ 0.001 | 07/12/2019 | A | 3,311,930 | 07/12/2019 | 12/31/2028 | Common stock | 3,311,930 | (3) | 3,311,930 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Stephan Dietrich A C/O 700 TECHNOLOGY DRIVE, THIRD FLOOR PITTSBURGH, PA 15219 |
X | X | President and CEO |
/s/ Dietrich Stephan | 07/16/2019 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Shares of common stock of the corporation formerly known as NeuBase Therapeutics, Inc. ("NeuBase") were converted into shares of common stock of the Issuer pursuant to that certain Agreement and Plan of Merger and Reorganization (the "Merger"), dated as of January 2, 2019, by and among the Issuer, Ohr Acquisition Corp., and NeuBase, as amended (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of NeuBase common stock was exchanged for 1.019055643 shares of the Issuer's common stock. Immediately following the merger, the Issuer changed its name to NeuBase Therapeutics, Inc. |
(2) | Shares held directly by Lipizzaner LLC, of which Dr. Stephan is the sole member. |
(3) | Received in the Merger in exchange for an employee stock option to acquire 3,250,000 shares of Issuer common stock for $0.001 per share. |