UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

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

Date of report (Date of earliest event reported): ~~May~~June 2826, 2024

NeuBase Therapeutics, Inc.

(Exact Name of Registrant as Specified in Its Charter)

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

Address Not Applicable¹		Address Not Applicable
(Address of Principal Executive Offices)		(Zip Code)

	(412) 763-3350
	(Registrant’s Telephone Number, Including Area Code)

	N/A
	(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
None²

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( 240.12b-2 of this chapter).

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. ¨

¹ NeuBase Therapeutics, Inc. (the “Company”) terminated its lease agreement for its headquarters. Accordingly, the Company does not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act of 1933, as amended, and Securities Exchange Act of 1934, as amended, any stockholder communication required to be sent to the Company’s principal executive offices may be directed to the Company’s agent for service of process at Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808.

² On May 16, 2024, The Nasdaq Stock Market LLC (“Nasdaq”) filed a Form 25 with the Securities and Exchange Commission (“SEC”) to delist the shares of common stock, $0.0001 par value per share, of the Company, as a result of the events disclosed in the Company’s Current Report on Form 8-K filed with the SEC on May 3, 2024.

Item 13.0103. ~~Entry~~Material ~~Into~~Modifications ato ~~Material~~the ~~Definitive~~Rights ~~Agreement~~of Security Holders.

On ~~May~~June 2926, 2024, NeuBase Therapeutics, Inc. (the “Company”) ~~entered~~filed ~~into~~ a ~~Subscription~~Certificate ~~and~~of ~~Investment~~Dissolution ~~Representation~~with ~~Agreement~~the (Secretary of State of the ~~“Subscription~~State of Delaware ~~Agreement”)~~that ~~with~~became aeffective ~~single~~upon ~~accredited~~filing ~~investor~~thereof (the “~~Subscriber~~Effective Date”), ~~pursuant~~and is intended to ~~which~~effect the complete liquidation and dissolution of the Company ~~agreed~~in toaccordance ~~issue~~with (i) Section 275 and other applicable provisions of the General Corporation Law of the State ~~sell~~of ~~one~~Delaware ~~share~~(the “DGCL”) and applicable provisions of the ~~Company’s~~Internal ~~Series~~Revenue ACode ~~Preferred~~of ~~Stock~~1986, ~~par~~as ~~value~~amended ~~$0.0001~~and ~~per~~(ii) the ~~share~~plan of liquidation and dissolution of the Company (the “~~Series~~Plan Aof ~~Preferred Stock~~Dissolution”)~~, to~~ approved by the ~~Subscriber~~Company’s ~~for~~Board ~~$1.00~~of inDirectors (the ~~cash.~~“Board”) ~~The~~on ~~sale~~March ~~was~~5, ~~completed~~2024 and ~~settled~~the Company’s stockholders on ~~May~~June 2926, 2024. ~~The~~Pursuant ~~Subscription~~to ~~Agreement~~Section 278 ~~contains~~of ~~customary~~the ~~representations~~DGCL, the Company’s existence will continue for a period of at least three years for the purpose of prosecuting and ~~warranties~~defending suits and ~~certain~~to ~~indemnification~~enable ~~rights~~the Company gradually to settle and ~~obligations~~close its business, dispose of ~~the~~and ~~parties~~convey its property, discharge its affairs and distribute any remaining assets to its stockholders.

~~Additional~~The ~~information~~Company’s common ~~regarding~~stock ~~the~~and ~~rights~~stock certificates, ~~preferences~~if any, ~~privileges~~evidencing ~~and~~the ~~restrictions~~shares ~~applicable~~of tocommon ~~the~~stock, ~~Series~~will Ano ~~Preferred~~longer ~~Stock~~be isassignable ~~set~~or ~~forth~~transferable ~~under~~on ~~Item~~the ~~5.03~~Company’s books as of ~~this~~the ~~Current~~Effective ~~Report~~Date, onother ~~Form~~than ~~8-K~~transfers ~~and~~by iswill, ~~incorporated~~intestate ~~herein~~succession byor ~~reference~~operation of law.

~~The~~A ~~foregoing~~copy ~~summary~~ of the ~~Subscription Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such document, the~~Certificate ~~form~~ of ~~which~~Dissolution is filed herewith as Exhibit 104.1 ~~to this Current Report on Form 8-K~~ and is incorporated herein by reference.

Item 35.02 ~~Unregistered~~- ~~Sales~~Departure of ~~Equity~~Directors ~~Securities~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~On ~~disclosure~~June ~~required by~~26, ~~this~~2024, ~~Item~~Dietrich A. isStephan, ~~included~~Ph.D., inGerald ~~Item 1~~J.01 ofMcDougall ~~this Current Report on Form 8-K~~ and isEric ~~incorporated herein by reference~~I. ~~Based~~Richman ~~upon~~notified the ~~representations~~ Company of ~~the~~their ~~Subscriber~~resignation inas ~~the~~a ~~Subscription~~member ~~Agreement,~~of the ~~offering~~Board, ~~and~~effective immediately. ~~sale~~Such ofresignations ~~the~~did ~~Series~~not Aresult ~~Preferred~~from ~~Stock~~any ~~was~~disagreement ~~exempt~~with ~~from~~the ~~registration~~Company ~~under Section 4(a)(2)~~on ofany ~~the~~matter ~~Securities~~relating ~~Act~~to ofthe ~~1933~~Company’s operations, policies asor ~~amended~~practices.

Item 35.0307. ~~Material~~Submission ~~Modifications~~of Matters to ~~Rights~~a Vote of Security Holders.

~~The~~On ~~disclosure~~June ~~required~~26, 2024, the Company byheld ~~this~~a ~~Item~~Special isMeeting ~~included~~of inStockholders ~~Item~~(the 5“Special Meeting”).03 At the Special Meeting, shares of ~~this~~common ~~Current~~stock ~~Report~~and Series A Preferred Stock of the Company representing 5,581,441 votes, or approximately 74.37% of the voting power on ~~Form~~May ~~8-K~~31, ~~and~~2024, iswhich ~~incorporated~~was ~~herein~~the record date for the Special Meeting, were represented virtually or by ~~reference~~proxy.

~~Item~~At ~~5.03.~~the ~~Amendments~~Special toMeeting, ~~Articles~~the Company’s stockholders considered two proposals, each of ~~Incorporation~~which oris ~~Bylaws;~~described ~~Change~~in more detail in ~~Fiscal~~the ~~Year~~Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 9, 2024, as supplemented prior to June 26, 2024.

~~Amendment~~Set forth below is a brief description of each matter voted upon at the Special Meeting and the voting results with respect to ~~Bylaws~~each matter.

OnProposal ~~May~~No. ~~28,~~1: ~~2024, the~~To ~~Board~~approve ~~of Directors of~~ the ~~Company~~liquidation and ~~(the~~dissolution ~~“Board”) approved an amendment~~ of the Company’s ~~Amended~~ and ~~Restated Bylaws (as amended from time to time,~~ the ~~“Bylaws”),~~Plan ~~effective as~~ of ~~May 28~~Dissolution, ~~2024~~which, toif ~~(i) provide~~approved, ~~among~~will ~~other procedures,~~authorize ~~that any meeting of~~ the ~~Company’s~~Board ~~stockholders, whether annual or special, may be adjourned from time~~ to ~~time either~~liquidate by the chairperson of the meeting or by the vote of the holders of a majority of the voting power of the shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and ~~(ii)~~dissolve ~~change~~ the ~~quorum~~ for the transaction of business at stockholder meetings to one-third of the voting power of the outstanding shares of stock entitled to vote at the meeting; provided, however, that where a separate vote by a class or classes or series of capital stock is required by statute or by the Company’s ~~Amended and Restated Certificate of Incorporation, as amended, the presence,~~ in ~~person,~~accordance by remote communication, if applicable, or by proxy duly authorized, of the holders of a majority of the voting power of the outstanding shares of stock entitled to vote shall constitute a quorum entitled to take action with ~~respect to~~ the ~~vote~~Plan ~~on such matter. The changes to the adjournment procedures and quorum requirement for stockholder meetings were made to tie the adjournment and quorum procedures to the voting power~~ of ~~the~~Dissolution ~~Company’s capital stock instead of~~ (the ~~number~~“Dissolution ~~of shares outstanding or present at a meeting of stockholders, as applicable~~Proposal”).

The foregoing description of the amendment is qualified in its entirety by reference to the full text of the Amendment to Amended and Restated Bylaws of the Company, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Votes For		Votes Against		Votes Abstaining
5,518,856		60,507		2,078

~~Certificate~~Since there were sufficient votes at the time of ~~Designation~~the Special Meeting to approve the Plan of Dissolution, the proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies was not called for ~~Series~~at Athe ~~Preferred~~Special ~~Stock~~Meeting.

On May 29, 2024, the Company filed a Certificate of Designation of Series A Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware designating, effective as of the time of filing, the rights, preferences, privileges and restrictions of one share of Series A Preferred Stock. The Certificate of Designation provides that each share of the Series A Preferred Stock will have a number of votes equal to the number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), outstanding on the record date for determining stockholders entitled to vote at any meeting of the stockholders of the Company (“Dissolution Meeting”) at which the liquidation and dissolution of the Company is submitted to a vote (such number of votes, the “Votes”), and will vote together with the outstanding shares of Common Stock as a single class with respect to (i) any proposal to approve the liquidation and dissolution of the Company and any related plan of liquidation and dissolution (“Dissolution Proposal”), (ii) any proposal to adjourn any meeting of stockholders called for the purpose of voting on a Dissolution Proposal, or (iii) any other matter the Board determines (in its sole discretion) is related to a Dissolution Proposal. The holder of the Series A Preferred Stock shall cast all Votes for any such proposal if the number of shares of Common Stock present, in person or by proxy, at such Dissolution Meeting, that voted “for” such proposal is greater than the aggregate number of shares of Common Stock present, in person or by proxy, at such Dissolution Meeting, that voted “against” or “abstain” on such proposal. The Series A Preferred Stock otherwise has no voting rights except as otherwise required by the General Corporation Law of the State of Delaware.

The Series A Preferred Stock is not convertible into shares of Common Stock or any other class or series of stock of the Company. In the event of any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Series A Preferred Stock shall be entitled to receive, in priority to any distributions to the holders of Common Stock, out of the assets, whether capital or surplus, of the Company an amount equal to $0.01 in the aggregate. The holder of the Series A Preferred Stock will not be entitled to receive dividends of any kind with respect to the share of Series A Preferred Stock.

Unless prohibited by Delaware law by virtue of a lack of sufficient surplus, legally available funds or otherwise and subject to the fiduciary duties of the Board, the outstanding share of Series A Preferred Stock will be automatically redeemed following a Dissolution Meeting for the aggregate amount of $0.01 in cash.

The foregoing summary of the Certificate of Designation does not purport to be complete and is subject to, and qualified in its entirety by, such document, which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

Rescheduled Special Meeting to Approve Dissolution Proposal

On May 31, 2024, the Company announced that it has rescheduled its special meeting of stockholders of the Company to, among other things, consider and vote on the Dissolution Proposal (the “Special Meeting”).

The Company will now hold the Special Meeting on June 26, 2024. The Company has declared a new record date of the close of business on May 31, 2024 (the “Record Date”) for the Special Meeting. Only stockholders of record holding shares of Common Stock or Series A Preferred Stock as of the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting or any adjournments or postponements thereof. The Company will mail a notice of meeting, original proxy statement and proxy statement supplement to stockholders of record and stockholders who hold shares in street name through a bank, broker or other institution, in each case as of the Record Date.

Forward-Looking Statements

Except for the factual statements made herein, information contained in this Current Report on Form 8-K consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words and expressions reflecting optimism, satisfaction or disappointment with current prospects or future events, as well as words such as “believes,” “intends,” “expects,” “plans” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company will receive sufficient votes to approve the Dissolution Proposal. Reference is also made to other factors detailed from time to time in the Company’s periodic reports filed with the SEC, including the Company’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. The forward-looking statements contained in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K and the Company assumes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this Current Report on Form 8-K, unless required by law.

Additional Information and Where to Find It

In connection with the Special Meeting, the Company filed a definitive proxy statement with the Securities and Exchange Commission (“SEC”) on April 9, 2024 and in connection with the rescheduled meeting the Company will file with the SEC a supplement to the definitive proxy statement, which will be mailed to the Company’s stockholders as of the Record Date for the Special Meeting. STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MATTERS BEFORE THE STOCKHOLDERS AT THE SPECIAL MEETING. The Company’s stockholders may also obtain copies of the proxy statement and all other relevant documents filed or that will be filed with the SEC in connection with the Special Meeting, without charge, once available, at the SEC website at http://www.sec.gov or by directing a request the Secretary of NeuBase Therapeutics, Inc., c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808.

Participants in the Solicitation

The Company and certain of its respective directors, executive officers and other members of management and employees may be deemed participants in the solicitation of proxies of the Company’s stockholders in connection with the Special Meeting. Stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of the Company in its Annual Report on Form 10-K for the fiscal year ended September 30, 2022, which was filed with the SEC on December 21, 2022. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to stockholders in connection with the Special Meeting and other matters to be voted at the Special Meeting are set forth in the definitive proxy statement for the Special Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Amendment to Amended and Restated Bylaws of NeuBase Therapeutics, Inc.
4.1		Certificate of Dissolution, as filed by NeuBase Therapeutics, Inc. with the Secretary of State of the State of Delaware, effective June 26, 2024.
3.2		Certificate of Designation of Series A Preferred Stock of NeuBase Therapeutics, Inc.
10.1		Form of Subscription and Investment Representation Agreement, dated May 29, 2024.
104		Cover Page Interactive Data File, formatting Inline Extensible Business Reporting Language (iXBRL).

SIGNATURE

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.

	NEUBASE THERAPEUTICS, INC.
	(Registrant)
Date: May 31, 2024	By:	/s/ Todd P. Branning
Date: June 27, 2024	By:	/s/ Todd P. Branning
		Todd P. Branning
		Interim Chief Executive Officer and Chief Financial Officer (Principal Executive, Financial and Accounting Officer)

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