NBSE NeuBase Therapeutics

Filed: 13 Aug 20, 8:00am




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): August 12, 2020

NeuBase Therapeutics, Inc.
(Exact Name of Registrant as Specified in Its Charter)







(State or Other Jurisdiction
of Incorporation)
File Number)
 (I.R.S. Employer
Identification No.)


700 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 5.07.Submission of Matters to a Vote of Security Holders.


On August 12, 2020, NeuBase Therapeutics, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). A total of 16,131,369 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), or 69.77% of the Common Stock issued and outstanding as of the record date for the 2020 Annual Meeting, were represented virtually or by proxy at the 2020 Annual Meeting.


At the 2020 Annual Meeting, the Company’s stockholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on July 1, 2020.


Set forth below is a brief description of each matter voted upon at the 2020 Annual Meeting and the voting results with respect to each matter.


Proposal No. 1: To elect one Class III director, Franklyn G. Prendergast, Ph.D., nominated by our Board of Directors, to serve until our 2023 Annual Meeting of Stockholders and until his successor is duly elected and qualified:


Nominee For Withheld Broker Non-Votes
Franklyn G. Prendergast, Ph.D. 7,657,106 770,414 7,703,849


Proposal No. 2: To ratify the selection of Marcum LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2020.


For Against Abstentions
16,072,919 48,773 9,677


Proposal No. 3: To approve, on an advisory basis, the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion within the section of the Company’s Proxy Statement entitled “Executive Compensation.”


For Against Abstentions Broker Non-Votes
8,351,611 50,603 25,307 7,703,848


Proposal No. 4: To approve, on an advisory basis, the frequency of holding future advisory votes on executive compensation.


One Year Two Years Three Years Abstentions Broker Non-Votes
7,805,099 238,534 46,363 337,524 7,703,849


In light of the results of this vote, the Company has determined that it will include an advisory shareholder vote on executive compensation in the Company’s proxy materials every year until the next required advisory vote on the frequency of holding future advisory votes on executive compensation.







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: August 13, 2020By:  /s/ Sam Backenroth 
  Sam Backenroth
Chief Financial Officer