You are cordially invited to attend the Annuala Special Meeting of Stockholders (the “Special Meeting”) of NeuBase Therapeutics, Inc., a Delaware corporation (the “Company”“Company,” “NeuBase,” “we,” “us” or “our”). The AnnualSpecial Meeting will be held on Thursday, September 8, 2022,May 13, 2024, at 8:30 a.m., Eastern Time, exclusively online via live audio-only webcast, for the following purposes:

To elect two Class II directors, nominated by ourapprove the liquidation and dissolution of the Company (the “Dissolution”) and the Plan of Liquidation and Dissolution (the “Plan of Dissolution”), which, if approved, will authorize the Board of Directors (the “Board”) to serve until our 2025 Annual Meetingliquidate and dissolve the Company in accordance with the Plan of StockholdersDissolution (the “Dissolution Proposal”); and until their successors are duly elected and qualified;

To ratifyapprove an adjournment of the selectionSpecial Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of Marcum LLP (“Marcum”) as our independent registered public accounting firm for the fiscal year ending September 30, 2022;Special Meeting to approve the Dissolution Proposal (the “Adjournment Proposal”).

The record date for the AnnualSpecial Meeting is July 15, 2022.March 28, 2024 (the “Record Date”). Only stockholders of record at the close of business on that datethe Record Date may vote at the AnnualSpecial Meeting or any adjournment(s) or postponement(s) thereof. On or about July 22, 2022, weWe expect to mail our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access ourthe proxy statement and our annual report. The Notice provides instructions on how to vote via the internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The accompanying proxy card on or about            , 2024. The proxy statement and our annual report can also be accessed directly at www.proxydocs.com/NBSE.

Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairmanchairperson of the meeting or the stockholders holding a majority of the shares present at the AnnualSpecial Meeting may adjourn the AnnualSpecial Meeting to another date.

An abstention is the voluntary act of not voting by a shareholder who is present at a meeting (in person or by proxy) and entitled to vote. Under Delaware law (under which NeuBase is incorporated), abstentions are counted as shares present and entitled to vote at the AnnualSpecial Meeting, but they are not counted as shares cast. Therefore, abstentions will have no effect on Proposal No. 1 — Election of Directors; Proposal No. 2 — Ratification of Auditorspursuant to the Company’s Amended and Proposal No. 3 — Advisory Vote on Executive Compensation. For Proposal No. 4 — Amendments to Effect Reverse Stock Split, abstention votesRestated Bylaws, as amended (the “Bylaws”), abstentions will have the same effect as a vote “Against” the proposal.Dissolution Proposal and the Adjournment Proposal.

If the shares you own are held in street name, and you do not instruct your broker, bank or other suchnominee, as the record holder howof your shares, is required to vote your shares in the election of directors, the advisory vote related to the approval of our named executive officer compensation program or the advisory vote related to the frequency of the advisory vote related to the approval of our named executive officer compensation program, no votes will be cast onaccordance with your behalf on these proposals. Proposal No. 2, the proposal to ratify the selection of Marcum LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2022,instructions. You should be considered a discretionary matter. Therefore,direct your broker, bank or other such holder will be ablenominee how to vote on this proposal even if it does not receive instructions from you, so long as it holdsthe shares held in your shares in its name. For Proposal No. 4 — Amendments to Effect Reverse Stock Split, broker non-votes willaccount. Financial institutions have same effect as a vote “Against” the proposal.

Beneficial Holdersowners who wish to attend the AnnualSpecial Meeting virtually and vote online during the AnnualSpecial Meeting must contact their Financial Institutionbroker, bank or other nominee in order to obtain a “legal proxy.” If you are a Beneficial Holderbeneficial owner and wish to attend the AnnualSpecial Meeting, follow the instructions from your Financial Institutionbroker, bank or other nominee included with these proxy materials, or contact that organization to request a form of legal proxy. Without a legal proxy, Beneficial Holdersbeneficial owners cannot vote online during the AnnualSpecial Meeting.

If you are a stockholder of record mayon the Record Date for the Special Meeting, you have the power to revoke ayour proxy submitted in advance ofat any time before your proxy is voted at the Annual MeetingSpecial Meeting. You can revoke your proxy by: (i) 

If a broker, bank or other nominee holds your shares, you must contact such broker, bank or nominee in order to find out how to change or revoke their voting instructions should contact their Financial Institution for information on how to do so.

Under Section 275(b) of the General Corporation Law of the State of Delaware (the “DGCL”), a privately held company developing microbiome therapies; CereDx,Delaware corporation must obtain the approval of the holders of a privately held home-base stroke detection diagnostics company; Elastogenesis,majority of the outstanding stock of the corporation entitled to vote thereon before proceeding with a privately held pharmaceutical company developing therapies for dermal extracellular matrix regeneration; Western Oncolytics, a privately held pharmaceutical company developing oncolytic viruses; iGenomX, a privately held company developing genome sequencing reagents; Ariel Precision Medicine, a privately held diagnostics company focused on pancreatic disease;dissolution of the corporation. The Board therefore is seeking stockholder approval of the Dissolution Proposal in order to comply with Delaware law.

The Board carefully reviewed and ParaBase, a privately held company focused on developing neonatal genetic diagnostic tests. Dr. Stephan received his B.S.considered the Plan of Dissolution in Biology from Carnegie Mellon Universitylight of the financial position of the Company, including our available cash, resources and his Ph.D.operations following and in Human Genetics from the University of Pittsburgh. He also completed a fellowship at the National Human Genome Research Institute. We believe that Dr. Stephan’s role as CEOlight of our previously announced review and pursuit of strategic alternatives. After due consideration of the options available to the Company, experience as the founder of Legacy NeuBaseBoard has determined that the Dissolution is advisable and in the biopharmaceutical industry qualify himbest interests of the Company and our stockholders. See “Proposal 1: Approval of the Dissolution Pursuant to servethe Plan of Dissolution — Reasons for the Proposed Dissolution.”

We cannot predict with certainty the amount of distributions, if any, to our stockholders. However, based on the information currently available to us and if our stockholders approve the Dissolution, we estimate that the aggregate amount of cash that will be available for distribution to our stockholders in the Dissolution will be in the range between approximately $0.5 million and $2.5 million, and the total amount distributed to stockholders will be in the range between approximately $0.13 and $0.67 per share of common stock. These amounts may be paid in one or more distributions. You may receive substantially less than the amount that we currently estimate that you may receive, or you may receive no distribution at all. Such distributions, if any, will not occur until after the Certificate of Dissolution is filed, and we cannot predict the timing or amount of any such distributions, as uncertainties as to the ultimate amount of our liabilities, the operating costs and amounts to be reserved for claims, obligations and provisions during the liquidation and winding-up process, and the related timing to complete such transactions make it impossible to predict with certainty the actual net cash amount, if any, that will ultimately be available for distribution to stockholders or the timing of any such distributions. Accordingly, you will not know the exact amount of any distribution you may receive as a member of our Board.

We cannot predict with certainty the amount of distributions, if any, to our stockholders. However, based on the information currently available to us and if our stockholders approve the Dissolution, we estimate that the aggregate amount of cash that will be available for distribution to our stockholders in the Dissolution will be in the range between approximately $0.5 million and $2.5 million, and the interim period from October 1, 2019 through February 19, 2020, neithertotal amount distributed to stockholders will be in the Company nor anyone acting on behalfrange between approximately $0.13 and $0.67 per share of common stock. This amount may be paid in one or more distributions. Such distributions will not occur until after the Company, consultedCertificate of Dissolution is filed, and we cannot predict the timing or amount of any such distributions, as uncertainties as to the ultimate amount of our liabilities, the operating costs and amounts to be set aside for claims, obligations and provisions during the liquidation and winding-up process, and the related timing to complete such transactions make it impossible to predict with Marcum regarding (i)certainty the application of accounting principlesactual net cash amount that will ultimately be available for distribution to a specific transaction, either completed or proposed,stockholders or the typetiming of audit opinionany such distributions. Examples of uncertainties that might be rendered oncould reduce the Company’s consolidated financial statements, and neither a written report nor oral advice was providedvalue of distributions to our stockholders include: unanticipated costs relating to the Company that Marcum concluded was an important factor considered bydefense, satisfaction or settlement of lawsuits or other claims threatened against us or our directors or officers; amounts necessary to resolve claims of any creditors or other third parties; and delays in the Company in reaching a decisionliquidation and dissolution or other winding-up process.

In addition, as we wind down, we will continue to incur expenses from operations, including directors’ and officers’ insurance; payments to service providers and any accounting, auditing,continuing employees or financial reporting issue, (ii) any matter that was subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

accounting firmreduce any amounts available for distribution to our stockholders. As a result, we cannot assure you as to any amounts to be distributed to our stockholders if the Board proceeds with the Dissolution. If our stockholders do not approve the Dissolution Proposal, we will not be able to proceed with the Dissolution and no liquidating distributions will be made in connection therewith. See the section titled “Proposal 1 —  Approval of the Dissolution Pursuant to the Plan of Dissolution — Estimated Distributions to Stockholders” beginning on page 14 of this proxy statement for a description of the assumptions underlying and sensitivities of our estimate of the total cash distributions to our stockholders in the Dissolution.

It is the current intent of the Board, assuming approval byof the Dissolution, that any cash will first be used to pay our outstanding current liabilities and then will be retained to pay ongoing corporate and administrative costs and expenses associated with winding down the company, liabilities and potential liabilities relating to or arising out of any litigation matters and potential liabilities relating to our indemnification obligations, if any, to our service providers, or to our current and former officers and directors.

The Board will determine, in its sole discretion, the timing of the distribution of the remaining amounts, if any, to our stockholders in the Dissolution. We can provide no assurance as to if or when any such distribution will be made, and we cannot provide any assurance as to the amount to be paid to stockholders in any such distribution, if one is made. Stockholders may receive substantially less than the amount that we currently estimate that they may receive, or they may receive no distribution at all. To the extent funds are available for distribution to stockholders, the affirmative voteBoard intends to seek to distribute such funds to our stockholders as quickly as possible, as permitted by the DGCL, and intends to take all reasonable actions to optimize the distributable value to our stockholders.

Without limiting its flexibility, our Board may, at its option, rely on the “safe harbor” procedures under Sections 280 and 281(a) of the holdersDGCL to, among other things, obtain an order from the Delaware Court of a majorityChancery establishing the amount and form of security for contested known, contingent and potential future claims that are likely to arise or become known within five years of filing of the shares present virtuallyCertificate of Dissolution (or such longer period of time as the Delaware Court of Chancery may determine, not to exceed ten years) (the “Court Order”), and pay or representedmake reasonable provision for our uncontested known claims and expenses and establish reserves for other claims as required by proxythe Court Order and voting at the Annual Meeting willDGCL. Should we obtain such a Court Order, we expect to distribute all of our remaining assets in excess of the amount to be used by us to pay claims and fund the reserves required by the Court Order and pay our operating expenses through the completion of the dissolution and winding-up process to ratifyour stockholders. The Court Order, if we chose to obtain one, would reflect the selectionDelaware Court of MarcumChancery’s own determination as to the amount and form of security reasonably likely to be sufficient to provide compensation for all known, contingent and potential future claims against us. There can be no assurances that the Delaware Court of Chancery would not require us to withhold additional amounts in excess of the amounts that we believe are sufficient to satisfy our independent registered public accounting firmpotential claims and liabilities. Accordingly, stockholders may not receive any distributions of our remaining assets for the fiscal year ending September 30, 2022.a substantial period of time.

This advisory vote is generally referred to as a “say-on-pay vote” and is being provided pursuant to Section 14AThe approval of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In accordance withDissolution Proposal by the results of the advisoryrequisite vote held at our 2020 annual meeting of stockholders on the frequency of future say-on-pay votes, we are currently conducting say-on-pay votes every year.

If the Board determines to effect oneproceed with the Dissolution, we intend to close our stock transfer books and discontinue recording transfers of our common stock at the Effective Time. After we close our stock transfer books, we will not record any further transfers of our common stock on our books except by will, intestate succession or operation of law. Therefore, shares of our common stock will not be freely transferable after the Effective Time. As a result of the alternative Reverse Stock Splits byclosing of the stock transfer books, all liquidating distributions in the Dissolution will likely be made pro rata to the same stockholders of record as the stockholders of record as of the Record Date.

Our common stock is currently registered under the Exchange Act, which requires that we, and our officers and directors with respect to Section 16 of the Exchange Act, comply with certain public reporting and proxy statement requirements thereunder. Compliance with these requirements is costly and time-consuming. In order to curtail expenses, we currently intend, after the filing the applicable amendment toof the Certificate of Incorporation withDissolution, to seek relief from the SecretarySEC from the reporting requirements under the Exchange Act. However, the SEC may not grant any such relief, in which case we would be required to continue to bear the expense of Statebeing a public reporting company.

Following the effective date of the StateDissolution, we will continue to indemnify each of Delaware (the “Delaware Secretary of State”), the Certificate of Incorporation would be amended accordingly,our current and all other amendments will be abandoned. Approval of the Reverse Stock Splits will authorize the Board in its discretion to effectuate a Reverse Stock Split in any of the ratios described above, or not to effect any of the Reverse Stock Splits. The text of the form of amendmentsformer directors and officers to the Certificate of Incorporation, one of which would be filed withextent permitted under the Delaware Secretary of State to effect the Reverse Stock Split, is set forth in Appendix A to this Proxy Statement. However, such text is subject to amendment to include such changes as may be required by the office of the Delaware Secretary of State or as the Board deems necessaryDGCL and advisable to effect the Reverse Stock Split.